<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED           Exhibit - 10.8


                           NETWORK SERVICES AGREEMENT

                                 by and between

                              AMERICA ONLINE, INC.

                                      and

                                BBN CORPORATION


                       Effective as of December 31, 1999
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                               TABLE OF CONTENTS
                               -----------------

<TABLE>
<CAPTION>
MASTER AGREEMENT
<S>                                                                                 <C>
1.   BACKGROUND, OBJECTIVES AND WAIVER............................................  1
   1.1.   Background and Objectives...............................................  1
   1.2.   Termination of Original Agreement; Waiver...............................  1
2.  TERM..........................................................................  2
3.  PROVISION OF SERVICES.........................................................  2
   3.1.   General.................................................................  2
   3.2.   Resale of Dedicated Resources...........................................  3
   3.3.   Sale of Vendor Network..................................................  3
4.  ORDERING......................................................................  3
   4.1.   General.................................................................  3
   4.2.   Order Tracking..........................................................  3
5.  ACCEPTANCE TESTING AND FINAL ACCEPTANCE.......................................  3
6.  PROPRIETARY RIGHTS............................................................  3
   6.1.   Ownership of Proprietary Information....................................  4
   6.2.   Ownership of Vendor Network.............................................  4
   6.3.   Telephone Numbers.......................................................  4
7.  SERVICE LEVELS................................................................  4
8.  CHARGES AND TAXES.............................................................  4
   8.1.   General.................................................................  4
   8.2.   Taxes...................................................................  5
   8.3.   Certain Obligations Corresponding to the Waiver.........................  6
9.  INVOICING AND PAYMENT.........................................................  6
   9.1.   Invoicing...............................................................  6
   9.2.   Payment Due.............................................................  7
   9.3.   Accountability..........................................................  7
   9.4.   Disputed Charges........................................................  7
10.  AUDIT........................................................................  7
   10.1.  Audit Rights............................................................  7
   10.2.  Records Retention.......................................................  8
11.  CONFIDENTIALITY..............................................................  8
   11.1.  Confidential Information................................................  8
   11.2.  Obligations.............................................................  8
   11.3.  Exclusions..............................................................  9
   11.4.  Residual Knowledge......................................................  9
   11.5.  Customer Data...........................................................  9
12.  REPRESENTATIONS, WARRANTIES AND COVENANTS.................................... 10
   12.1.  Compliance with Specifications and Applicable Laws...................... 10
   12.2.  Non-Infringement........................................................ 10
   12.3.  Technology.............................................................. 10
   12.4.  Year 2000............................................................... 10
13.  TERMINATION.................................................................. 11
   13.1.  Termination of Master Agreement for Cause............................... 11
   13.2.  No Implication Against Materiality...................................... 12
   13.3.  Termination for Change of Control....................................... 13
</TABLE>

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                       CONFIDENTIAL TREATMENT REQUESTED


<TABLE>
<S>                                                                                <C>
   13.4.  Termination/Expiration Assistance; Transition Period.................... 13
14.  LIABILITY AND FORCE MAJEURE.................................................. 14
   14.1.  Liability Restrictions.................................................. 14
   14.2.  Force Majeure........................................................... 14
15.  INDEMNIFICATION.............................................................. 14
16.  GENERAL...................................................................... 15
   16.1.  Binding Nature and Assignment........................................... 15
   16.2.  Continued Performance and Governing Law................................. 15
   16.3.  Entire Agreement........................................................ 15
   16.4.  Notices................................................................. 15
   16.5.  Counterparts............................................................ 16
   16.6.  Relationship of Parties................................................. 16
   16.7.  Severability............................................................ 17
   16.8.  Waiver of Default....................................................... 17
   16.9.  Cumulative Remedies..................................................... 17
   16.10. Survival................................................................ 17
   16.11. Publicity............................................................... 17
   16.12. Certain Regulatory Events............................................... 18
   16.13. Amendment............................................................... 18
   16.14. Incorporation by Reference.............................................. 18
   16.15. Construction............................................................ 19


SCHEDULE A  Definitions...........................................................  A-1
SCHEDULE B  Dial-Up Access Services, Service Levels, Pricing and Other Terms......  B-1
SCHEDULE C  Broadband Backhaul Services, Service Levels, Pricing and Other Terms..  C-1
SCHEDULE D  Other Services........................................................  D-1
</TABLE>

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                       CONFIDENTIAL TREATMENT REQUESTED


                          NETWORK SERVICES AGREEMENT

This Network Services Agreement (together with the attached Schedules and
Exhibits, the "Agreement"), effective as of December 31, 1999 (the "Effective
Date"), is entered into by and between America Online, Inc., a Delaware
corporation with offices located at 22000 AOL Way, Dulles, VA 20166
("Customer"), and BBN Corporation, a Massachusetts corporation, with offices
located at 3 Van de Graaff Drive, Burlington, MA 01803 ("Vendor").  As used in
this Agreement, "Party" means either Customer or Vendor, as appropriate, and
"Parties" means Customer and Vendor.  The Parties agree that the following terms
and conditions shall apply to the products and services to be provided by Vendor
under this Agreement in consideration of certain payments to be made by
Customer.  Defined terms used but not defined in the body of this Master
Agreement or the Schedules (other than Schedule A) shall have the meanings given
such terms in Schedule A.

1.   BACKGROUND, OBJECTIVES AND WAIVER

     1.1.   Background and Objectives.
            -------------------------

            This Agreement is being made and entered into with reference to the
            following:

            (a)  Customer is an interactive service provider that desires to
                 purchase (i) fully managed, end-to-end dial-up access services,
                 and (ii) certain broadband backhaul services.

            (b)  Customer and Vendor previously contracted for Vendor to provide
                 certain dial-up access services in that certain BBN-AOL Dial-Up
                 Network Services Agreement dated September 23, 1996, as amended
                 by (i) that certain BBN-AOL Dial-Up Network Services Agreement
                 Amendment 1, dated April 29, 1997, (ii) that certain BBN-AOL
                 Dial-Up Network Services Agreement Amendment 2, dated September
                 29, 1997, (iii) that certain BBN-AOL Dial-Up Network Services
                 Agreement Amendment 3, dated January 29, 1998, (iv) that
                 certain BBN-AOL Dial-Up Network Services Agreement Amendment 4,
                 dated February 11, 1998, (v) that certain BBN-AOL Dial-Up
                 Network Services Agreement Amendment 5, dated June 30, 1998 and
                 (vi) that certain BBN-AOL Dial-Up Network Services Agreement
                 Amendment 6, dated July 28, 1999 (such agreement as amended,
                 the "Original Agreement").

     1.2.   Termination of Original Agreement; Waiver.
            -----------------------------------------

            (a)  The Original Agreement is hereby terminated as of the Effective
                 Date. Except to the extent otherwise provided in this
                 Agreement, the obligations of the Parties arising under the
                 Original Agreement before the Effective Date of this Agreement
                 shall be governed by the Original Agreement. The obligations of
                 the Parties arising after the Effective Date (including with
                 respect to Vendor's provision of Services during the Term)
                 shall be governed by this Agreement.

            (b)  As partial consideration for entering into this Agreement, for
                 the respective waivers and releases set forth below
                 (collectively the "Waiver"), and for Vendor's obligations set
                 forth in Section 8.3 of this Master Agreement, each Party
                 hereby irrevocably waives and releases all claims, torts,
                 liabilities, debts, suits, demands, causes of action, actions
                 and rights, whether known, unknown, contingent or fixed,
                 against the other Party and its respective predecessors,

                                     Page 1
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                            CONFIDENTIAL TREATMENT REQUESTED

                 current and former Affiliates, successors, assigns, attorneys,
                 directors, officers, agents and employees arising from or
                 pertaining to the Original Agreement; provided, however, that:

                 (i)    nothing contained in the Waiver shall release the
                        Parties from their respective obligations under this
                        Agreement (including with respect to the installed
                        Dedicated Dial-Up Access Ports previously provided under
                        the Original Agreement that Vendor is obligated to
                        continue to provide pursuant to Schedule B of this
                        Agreement); and

                 (ii)   nothing contained in the Waiver shall apply to disputes
                        or any other matters between the Parties under this
                        Agreement, or based upon or associated with the claims
                        of unaffiliated third parties arising under the Original
                        Agreement or this Agreement.

2.   TERM

     The term of the Master Agreement shall begin on the Effective Date and
     shall expire on December 31, 2006, unless terminated earlier in accordance
     with the Agreement or extended pursuant to the relevant section in the
     appropriate Schedule or otherwise by mutual written agreement (such period,
     as terminated earlier or so extended, the "Term").  Each Schedule to the
     Agreement shall be effective for the period of time during the Term set
     forth in such Schedule.

3.   PROVISION OF SERVICES

     3.1.   General.
            -------

            (a)  This Agreement sets forth the terms and conditions under which
                 Customer may purchase Services from Vendor. Customer may
                 utilize the Services purchased hereunder for any lawful purpose
                 including in connection with any service or product offering
                 made available by Customer or its Special Affiliates during the
                 Term, providing access to an AOL Information Service, providing
                 the delivery of Internet access or providing other subscriber-
                 related services to end-users. The Parties acknowledge that
                 this Agreement does not: (a) grant to Vendor an exclusive
                 privilege to sell or otherwise provide to Customer any products
                 or services, or (b) except as otherwise provided by Section 3.2
                 of the Master Agreement, or as otherwise required by this
                 Master Agreement or any of the Schedules, restrict Vendor from
                 providing products or services to other customers of Vendor.
                 Customer may contract with other suppliers for the procurement
                 of any products or services.

            (b)  Customer shall (i) remain the single point-of-contact with
                 Vendor with respect to those Services provided to Special
                 Affiliates pursuant to this Agreement, including with respect
                 to any claims, disputes or other actions that Special
                 Affiliates desire to make against Vendor, (ii) remain obligated
                 to perform its payment obligations under the Agreement with
                 respect to those Services provided by Vendor to Special
                 Affiliates pursuant to this Agreement, and (iii) Customer
                 agrees to indemnify and hold Vendor harmless for claims brought
                 against Vendor by Special Affiliates associated with the
                 Services provided by Vendor to Special Affiliates pursuant to
                 this Agreement; provided, however, that

                                     Page 2
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                       CONFIDENTIAL TREATMENT REQUESTED

                 nothing herein applies to claims brought directly by Customer
                 for damages arising out of Services utilized by Special
                 Affiliates. For purposes of the Agreement, Services provided to
                 Special Affiliates pursuant to this Agreement shall be deemed
                 to be Services provided to Customer.

     3.2.   Resale of Dedicated Resources.
            -----------------------------

            Except as specifically set forth in Schedule B with respect to the
            Dedicated Dial-Up Services, Vendor shall not resell or offer to
            resell any dedicated Services ordered and accepted by Customer
            regardless of whether or not such Services are utilized by Customer.

     3.3.   Sale of Vendor Network.
            ----------------------

            Notwithstanding anything to the contrary in this Agreement, Customer
            shall have the right of first refusal with respect to any sale or
            transfer other than to a Vendor Affiliate of any unit or division
            that has, as its primary business, the provision of Dedicated Dial-
            Up Access Services to Customer and has Dedicated Dial-Up Access
            Ports to Customer; provided, however, in no event shall Customer
            have such right of first refusal in connection with (i) the sale or
            transfer of a business unit that does not relate to the provision of
            Services to Customer or (ii) the sale or transfer of any Vendor
            assets to any entity created as a result of, or arising out of, the
            closing of the proposed merger of GTE Corporation and Bell Atlantic
            Corporation so long as the management of Vendor continues to have
            primary management responsibility of the new entity; provided
            further, however, that any transaction in which any assets of Vendor
            are transferred back to any Affiliate of the combined GTE/Bell
            Atlantic corporation shall not be covered by this Section.

4.   ORDERING

     4.1.   General.
            -------

            The ordering of Services by Customer and the delivery of such
            Services by Vendor shall be governed by the terms and conditions set
            forth in the applicable Schedule of this Agreement corresponding to
            such Services.

     4.2.   Order Tracking.
            --------------

            Vendor will provide Customer with weekly information on Orders as
            reasonably requested by Customer in a format consistent with that
            provided under the Original Agreement immediately prior to the
            Effective Date of this Agreement. Vendor will provide Customer with
            written reports relating to Orders as mutually agreed upon by the
            Parties.

5.   ACCEPTANCE TESTING AND FINAL ACCEPTANCE

     Acceptance testing provisions associated with the Services are set forth in
     the applicable Schedule for such Services.

6.   PROPRIETARY RIGHTS

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                       CONFIDENTIAL TREATMENT REQUESTED

     6.1.  Ownership of Proprietary Information.
           ------------------------------------

           (a)   All right, title and interest in Customer developed software
                 and other Customer proprietary information (including any
                 Customer software or Customer proprietary information which may
                 be incorporated into written material or software delivered
                 under this Agreement), including all intellectual property
                 rights related thereto, will remain in Customer. Customer shall
                 also have all ownership rights, including copyright, to all
                 written reports prepared and delivered to Customer by Vendor
                 under this Agreement.

           (b)   All right, title and interest in Vendor developed software and
                 other Vendor proprietary information, including all
                 intellectual property rights related thereto, will remain in
                 Vendor; provided, however, any software developed by Vendor
                 incidental to the performance of Services for Customer, the
                 cost of which is separately charged to, and reimbursed by,
                 Customer shall be jointly owned by Vendor and Customer, with no
                 duty of accounting.

           (c)   All right, title and interest in software jointly developed by
                 the Parties shall be jointly owned by Vendor and Customer, with
                 no duty of accounting.

           (d)   With respect to Subsections (b) and (c) above, each Party
                 hereby agrees to take all actions, and execute and deliver such
                 documentation as is necessary to evidence the other Party's
                 ownership interest in and to the developed Software.

           (e)   Each Party hereby grants to the other Party a limited license
                 to utilize each other's software and other proprietary
                 information in connection with Vendor's performance of, and
                 Customer's receipt of, the Services.

     6.2.  Ownership of Vendor Network.
           ---------------------------

           Except to the extent that Customer owns or has rights in certain
           equipment used to provide Dedicated Dial-Up Access Ports as of the
           Effective Date, or purchases Vendor Network assets pursuant to
           Section 3.3 of the Master Agreement, Vendor retains title and
           ownership to the Vendor Network.

     6.3.  Telephone Numbers.
           -----------------

           As between Vendor and Customer, Customer shall have title and
           ownership to all telephone numbers used to provide Dial-Up Access
           Services.

7.   SERVICE LEVELS

     All Services provided by Vendor shall comply with the applicable Service
     Levels.

8.   CHARGES AND TAXES

     8.1.  General.
           -------

           Charges for a Service hereunder shall not begin to accrue until after
           Final Acceptance of the Service. Charges for any Service shall be as
           computed pursuant to the Schedule of this Agreement corresponding to
           such Service. All charges specified in the Schedules

                                     Page 4
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                       CONFIDENTIAL TREATMENT REQUESTED

           fully compensate Vendor for Services. Customer will not be liable to
           Vendor for any charges not expressly set forth in the Schedules or
           the Master Agreement unless such charges are mutually agreed upon by
           the Parties in writing. Customer shall only be obligated to pay for
           Services provided in accordance with the terms of this Agreement.

     8.2.  Taxes.
           -----

           The Parties' respective responsibilities for taxes arising under or
           in connection with this Agreement shall be as follows:

           (a)  Vendor shall be responsible for any sales, use, excise, value-
                added, services, consumption, and other taxes and duties payable
                by Vendor on any goods or services that are used or consumed by
                Vendor in providing the Services where the tax is imposed on
                Vendor's acquisition or use of such goods or services and the
                amount of tax is measured by Vendor's costs in acquiring such
                goods or services.

           (b)  Customer shall be responsible for any sales, use, excise, value-
                added, services, consumption, or other tax that is assessed on
                any particular Service received by Customer from Vendor.
                Customer shall also be responsible for any sales, use, excise,
                value-added or consumption taxes imposed on goods purchased by
                Customer from Vendor under the Agreement. If and to the extent
                any tax described in this Subsection (b) is reduced or
                eliminated during the Term, Vendor shall reduce or eliminate any
                charges for such taxes, as appropriate. If and to the extent any
                tax described in this Subsection (b) is increased during the
                Term, or a new tax is imposed upon any particular Service
                received by Customer from Vendor, then Customer shall have full
                responsibility for such increase or tax.

           (c)  The Parties agree to cooperate with each other to enable each to
                more accurately determine its own tax liability. Neither Party
                will act unreasonably in assisting the other Party in
                minimizing, to the extent legally permissible, such other
                Party's tax liability to the extent legally permissible. Each
                Party shall provide and make available to the other any resale
                certificates, information regarding out-of-state or out-of-
                country sales or use of equipment, materials or services, and
                other exemption certificates or information reasonably requested
                by either Party.

           (d)  Each Party shall promptly notify the other Party of, and
                coordinate with the other Party the response to and settlement
                of, any claim for taxes asserted by applicable taxing
                authorities for which a Party is responsible hereunder, it being
                understood that with respect to any claim arising out of a form
                or return signed by a Party to this Agreement, such Party shall
                have the right to elect to control the response to and
                settlement of the claim, but the other Party shall have all
                rights to participate in the responses and settlements that are
                appropriate to its potential responsibilities or liabilities. If
                Customer requests Vendor to challenge the imposition of any tax,
                Customer shall reimburse Vendor for the reasonable legal fees
                and expenses it incurs. Customer shall be entitled to any tax
                refunds or rebates granted to the extent such refunds or rebates
                are of taxes that were paid by Customer, including taxes charged
                to Customer as Out-of-Pocket Expenses. Customer shall be
                responsible for interest and penalties incurred to

                                     Page 5
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                       CONFIDENTIAL TREATMENT REQUESTED

                the extent such interest and penalties are related to taxes paid
                or payable by Customer.

     8.3. Certain Obligations Corresponding to the Waiver.
          -----------------------------------------------

          Promptly after execution of this Agreement, Customer shall pay to
          Vendor [*Material Omitted and Separately Filed Under an Application
          for Confidential Treatment] dollars ($[*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment])
          which amount represents an [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment] of (i) the [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment] dollars ($[*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment]) withheld by Customer under
          the Original Agreement and (ii) the [*Material Omitted and Separately
          Filed Under an Application for Confidential Treatment] dollars
          ($[*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment]) that Vendor has agreed to [*Material Omitted
          and Separately Filed Under an Application for Confidential Treatment]
          to Customer from [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment] or its Affiliates for
          [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment] specifically affecting the Customer network in
          [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment]

9.   INVOICING AND PAYMENT

     9.1. Invoicing.
          ---------

          (a)  Vendor will invoice Customer for amounts due under this Agreement
               (including with respect to provision of Services to Special
               Affiliates) on a monthly basis in arrears. Each invoice shall
               contain the same information as provided under the Original
               Agreement immediately prior to the Effective Date of this
               Agreement, additional, similar information with respect to the
               Broadband Backhaul Services and Other Services, and any
               additional information as the Parties may otherwise agree. Each
               invoice will separately state those charges for the Dial-Up
               Access Services that are attributable to the provision of
               backhaul functions. Out-of-Pocket Expenses, if any, and Monthly
               Pass-Through Expenses will be billed monthly based upon actual
               and accrued costs, and such expenses shall be trued up on a
               quarterly basis. Upon any request by Customer, Vendor will
               provide Customer with access to books and records (including
               bills and invoices) from third party providers for all Out-of-
               Pocket Expenses and Monthly Pass-Through Expenses. Any refunds or
               credits arising from an Out-of-Pocket Expense reimbursed by
               Customer or a Monthly Pass-Through Expense shall be remitted to
               Customer, and Vendor shall report and transmit to Customer any
               misdirected refunds or credits.

          (b)  To the extent a credit may be due Customer pursuant to this
               Agreement, Vendor shall provide Customer with an appropriate
               credit against amounts then due and owing; if no further payments
               are due to Vendor, Vendor shall pay such amounts to Customer
               within thirty (30) calendar days. In the event such payment is
               not made to Customer when due, Vendor will pay a late fee equal
               to the lesser of (a) one (1) percent of the amount of such
               charges per month; or (b) the maximum amount permissible by law.

          (c)  The detailed accounting of actual and accrued costs described in
               Section 3.D of the Original Agreement will be limited to costs
               incurred in the first quarter of Customer's fiscal year 2000 and
               the final true-up with respect to accrued

                                     Page 6
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                       CONFIDENTIAL TREATMENT REQUESTED

               costs (as described in the Original Agreement) will be completed
               and provided to Customer by March 31, 2000; and with respect to
               actual costs, Vendor will use all commercially reasonable efforts
               to work with its providers to reconcile actual costs as soon as
               reasonably practicable. Subject to Section 8.3 of this Master
               Agreement and to the last sentence of Section 8.1(a)(i) of
               Schedule B, Vendor will invoice Customer for all amounts due
               under the Original Agreement as of the Effective Date, and
               Customer will pay to Vendor such amounts due, in accordance with
               Section 9.2 of this Master Agreement.

     9.2.   Payment Due.
            -----------

            Subject to the other provisions of this Article 9, all undisputed
            charges shall be due and payable by Customer within thirty (30)
            calendar days after receipt of a proper invoice for such amount. In
            the event that any such charges are not received by Vendor within
            five (5) business days after receipt by Customer of written notice
            from Vendor indicating that such charges have not been paid within
            such thirty-day period, then commencing as of the original due date,
            Customer will pay a late fee equal to the lesser of (a) one (1)
            percent of the amount of such charges per month; or (b) the maximum
            amount permissible by law. All undisputed amounts due and payable to
            Vendor under this Article 9 shall be paid, at Customer's option,
            either (i) by check payable to the order of Vendor or (ii) by
            electronic funds transfer to Vendor from account(s) designated by
            Customer.

     9.3.   Accountability.
            --------------

            Both Parties shall maintain complete and accurate records of and
            supporting documentation for the amounts billable or owed and
            credits applicable to either Party under the terms of this
            Agreement, in accordance with generally accepted accounting
            principles applied on a consistent basis. Both Parties agree to
            provide the other Party with documentation and other information
            with respect to any amount claimed or owed as may be reasonably
            requested by either Party to verify accuracy and compliance with the
            provisions of this Agreement.

     9.4.   Disputed Charges.
            ----------------

            Customer shall pay undisputed charges when such payments are due
            under this Article 9. Customer may withhold payment of particular
            charges that Customer disputes in good faith. To the extent that
            Vendor is entitled to such payment withheld pursuant to resolution
            of the underlying dispute, Customer shall pay to Vendor such
            payments plus any interest accrued from the date such payments are
            withheld by Customer at a rate equal to one percent (1%) per month
            on the disputed amounts. Upon resolution of the dispute against
            Vendor, Vendor will pay Customer interest equal to one percent (1%)
            per month on the amounts overpaid or under-withheld by Customer.

10.  AUDIT

     10.1.  Audit Rights.
            ------------

            Each Party, after reasonable notice, shall have the right to conduct
            reasonable audits of the other Party, through a third party
            independent auditor as selected by the Party conducting the audit or
            through any other mutually agreeable means, and subject to

                                     Page 7
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                       CONFIDENTIAL TREATMENT REQUESTED

            reasonable confidential requirements, to enforce a Party's rights
            and/or enforce the other Party's obligations under this Agreement.

     10.2.  Records Retention.
            -----------------

            Until three (3) years after document creation, each Party will
            maintain, and provide to the other Party and its auditors access
            upon request to, records, documents and other information subject to
            audit under the Agreement.

11.  CONFIDENTIALITY

     11.1.  Confidential Information.
            ------------------------

            Vendor and Customer each acknowledge that they may be furnished
            with, receive, or otherwise have access to Confidential Information
            (as defined below) of or concerning the other Party. As used in this
            Agreement and subject to Section 11.3 of the Master Agreement,
            "Confidential Information" means any information, in any form,
            furnished or made available directly or indirectly by one Party (the
            "Disclosing Party") to the other (the "Receiving Party") relating to
            or disclosed in the course of the negotiation or performance of this
            Agreement, that is, or should be reasonably understood to be,
            confidential or proprietary to the Disclosing Party, and shall
            include the material terms of this Agreement (including all
            information relating to prices and purchase commitments), invoices
            and any supporting information provided by Vendor or Customer with
            respect to such invoices, information audited pursuant to Article
            10, all Customer Data, Customer's customer and member information,
            automatic number identification ("ANI") data and information, the
            relations of the Disclosing Party with its customers, employees and
            service providers, technical processes and formulas, source codes,
            product designs, sales, cost and other unpublished financial
            information, product and business plans, projections and marketing
            data.

     11.2.  Obligations.
            -----------

            (a)  Any proprietary rights in Confidential Information disclosed by
                 a Party shall remain with such Party. Customer and Vendor shall
                 only disclose Confidential Information of the other Party
                 internally on a "need-to-know" basis. Customer and Vendor shall
                 each use at least the same degree of care, but in any event no
                 less than a reasonable degree of care, to prevent disclosing to
                 third parties the Confidential Information of the other as it
                 employs to avoid unauthorized disclosure, publication or
                 dissemination of its own information of a similar nature;
                 provided that a Party may disclose such information to an
                 entity performing or receiving Services hereunder or to an
                 independent third-party auditor on a "need-to-know" basis where
                 (i) the provision or receipt of Services or audit by such
                 entity is authorized under this Agreement, (ii) such disclosure
                 is necessary or otherwise naturally occurs in that entity's
                 scope of responsibility, and (iii) the entity agrees in writing
                 to assume confidentiality restrictions no less stringent than
                 those described in this Section 11.2. Any disclosure to such
                 entity shall be under the terms and conditions as provided
                 herein.

            (b)  Each Party shall take reasonable steps to ensure that its
                 employees, agents and to the extent applicable, third party
                 auditors comply with this Article 11. In the event of any
                 unauthorized disclosure or loss of, or inability to account
                 for, any

                                     Page 8
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                       CONFIDENTIAL TREATMENT REQUESTED

                 Confidential Information of the Disclosing Party, the Receiving
                 Party shall promptly, at its own expense: (i) notify the
                 Disclosing Party in writing; (ii) take such actions as may be
                 necessary or reasonably requested by the Disclosing Party to
                 minimize the violation; and (iii) cooperate in all reasonable
                 respects with the Disclosing Party to minimize the violation
                 and any damage resulting therefrom. With respect to any
                 Confidential Information disclosed to the Receiving Party, the
                 nondisclosure obligation shall last for five (5) years from the
                 date of disclosure of such Confidential Information.

     11.3.  Exclusions.
            ----------

            (a)  "Confidential Information" shall exclude any particular
                 information that (i) was, at the time of disclosure to it,
                 lawfully in the public domain; (ii) after disclosure to it, is
                 lawfully published or otherwise lawfully becomes part of the
                 public domain through no fault of the Receiving Party; (iii)
                 except for the material terms of the Agreement, was lawfully in
                 the possession of the Receiving Party at the time of disclosure
                 to it; (iv) was received after disclosure to it from a third
                 party who had a lawful right to disclose such information to it
                 without any obligation to restrict its further use or
                 disclosure; and (v) was independently developed by the
                 Receiving Party without reference to Confidential Information
                 of the Disclosing Party. In addition, a Party shall not be
                 considered to have breached its obligations by disclosing
                 Confidential Information of the other Party to the minimum
                 extent required to satisfy any legal requirement of a competent
                 government body provided that, immediately upon receiving any
                 such request and to the extent that it may legally do so, such
                 Party advises the Disclosing Party promptly and prior to making
                 such disclosure in order that the Disclosing Party may
                 interpose an objection to such disclosure, take action to
                 assure confidential handling of the Confidential Information,
                 or take such other action as it deems appropriate to protect
                 the Confidential Information.

            (b)  Nothing in this Article 11 shall be construed or interpreted as
                 a representation or agreement to restrict assignment or
                 reassignment of a Party's employees. Subject to each Party's
                 obligations under the Agreement, neither Party shall be
                 precluded from participating in business activities that may be
                 competitive with the other Party.

     11.4.  Residual Knowledge.
            ------------------

            Nothing contained in this Agreement shall restrict either Party from
            the use of any ideas, concepts, know-how, methodologies, processes,
            technologies, algorithms or techniques relating to the Services that
            either Party, individually or jointly, develops or discloses under
            this Agreement, provided that in doing so such Party does not breach
            its obligations under this Article or infringe the intellectual
            property rights of the other Party or third parties who have
            licensed or provided materials to such Party.

     11.5.  Customer Data.
            -------------

            (a)  Without limiting Vendor's obligations under Section 11.2 of the
                 Master Agreement with respect to Customer Data, Vendor shall
                 only use Customer Data to the extent necessary to fulfill its
                 obligations under this Agreement.

                                     Page 9
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                       CONFIDENTIAL TREATMENT REQUESTED

            (b)  Vendor shall institute "standard industry practices" physical
                 and logical security measures with respect to facilities and
                 systems used to provide the Services, including with respect to
                 any shared processing or network environments and with respect
                 to the access and controls it affords to its employees,
                 Affiliates and subcontractors (including the employees of each)
                 to guard against, identify and promptly terminate the
                 unauthorized access, alteration or destruction of Customer
                 Data.

12.  REPRESENTATIONS, WARRANTIES AND COVENANTS

     12.1.  Compliance with Specifications and Applicable Laws.
            --------------------------------------------------

            Vendor covenants that it shall perform the Services in accordance
            with the terms of this Agreement. Vendor represents that the
            Services offered to Customer are, and warrants that after the
            Effective Date Services purchased by Customer shall be, in
            conformance with applicable federal, state and local laws and
            regulations, including FCC requirements and specifications.

     12.2.  Non-Infringement.
            ----------------

            Vendor warrants that the Services shall not knowingly infringe, and
            that Vendor shall perform its responsibilities under this Agreement
            in a manner that does not infringe, or constitute an infringement or
            misappropriation of, any patent, copyright, trademark, trade secret
            or other proprietary rights of Customer or any third party.

     12.3.  Technology.
            ----------

            Vendor covenants that in the event that Vendor provides any hardware
            and software upgrades as part of the Services, such upgrades shall
            be without additional charge to Customer. Vendor will implement
            software and hardware upgrades to the extent such upgrades are
            necessary to maintain the quality of Services as specified in this
            Agreement, stay consistent with industry standards and otherwise
            meet its obligation to provide Services hereunder.

     12.4.  Year 2000.
            ---------

            Vendor represents that the Services offered to Customer are, and
            warrants that Services provided to Customer shall be, Year 2000
            Compliant. "Year 2000 Compliant" means that the Services satisfy the
            requirements set forth below:

            (a)  Limited Warranty. Vendor warrants that the Services will be
                 ----------------
                 Year 2000 Compliant, pursuant to the terms of this Section 12.4
                 (hereinafter referred to in this Section as the "Year 2000
                 Compliance Limited Warranty"). Vendor warrants that in
                 connection with Calendar-Related data and Calendar-Related
                 processing of Date Data or of any System Date, the Services, as
                 a whole or by its components, as to the Year 2000 will not
                 malfunction, will not cease to function, will not generate
                 incorrect data, will not produce incorrect results, and will
                 represent dates without ambiguity when providing Calendar-
                 Related data to and accepting Calendar-Related data from other
                 automated, computerized, and/or software systems and users via
                 use interfaces, electronic interfaces, and data storage.

                                    Page 10
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                       CONFIDENTIAL TREATMENT REQUESTED


                 In the event of any Year 2000 Noncompliance with respect to the
                 Services when and as specified herein, Vendor shall, as
                 Customer's sole and exclusive remedy, repair or replace the
                 affected Services within a reasonable period of time as
                 determined by the severity of the failure and the level of
                 effort necessary to correct such failure.

                 Vendor shall meet the obligations set forth in this Year 2000
                 Compliance Limited Warranty provided that all Customer or third
                 party supplied computer software, computer firmware, and
                 computer hardware that directly interface with the Services,
                 co-exist with the Services, or directly influence the Services'
                 operation, are also demonstrated to comply with this Year 2000
                 Compliance Limited Warranty.

            (b)  Disclaimer.  Except as provided by this Year 2000 Compliance
                 ----------
                 Limited Warranty, Vendor shall not be liable for any failure
                 of the AOLnet to be Year 2000 Compliant.

            (c)  Definitions.  For the purposes of this Year 2000 Compliance
                 -----------
                 Limited Warranty, the following defined terms shall have the
                 following meanings:

                 (i)   "AOLnet" means that portion of the Customer network in
                       the United States, which is managed by Vendor. "AOLnet"
                       does not include equipment, telephone circuits, networks,
                       network equipment, or telephone circuits not owned or
                       controlled by Vendor.

                 (ii)  "Calendar-Related" refers to date values based on the
                       Gregorian calendar, which includes Leap Years, and to all
                       uses in any manner of those date values, including
                       without limitation, manipulations calculations,
                       conversions, comparisons, and presentation.

                 (iii) "Date Data" means any Calendar-Related data the inclusive
                       range January 1, 1900 through December 31, 2035, which
                       the Services uses in any manner.

                 (iv)  "System Date" means any Calendar-Related data value in
                       the inclusive range January 1, 1985 through December 31,
                       2035 (including the natural transition between such
                       values), which the Services shall be able to use as its
                       current date while operating.

                 (v)   "Year 2000"  Noncompliance" means any failure of the
                       Services to be Year 2000 Compliant.

13.  TERMINATION

     13.1.  Termination of Master Agreement for Cause.
            -----------------------------------------

            (a)  Customer's Right to Terminate. In addition to any other rights
                 -----------------------------
                 or remedies to which Customer may be entitled under this
                 Agreement, in the event that:

                                    Page 11
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                       CONFIDENTIAL TREATMENT REQUESTED


                 (i)   Vendor commits a material breach of this Agreement, which
                       breach is not cured within thirty (30) calendar days
                       after notice of breach from Customer to Vendor;

                 (ii)  Vendor commits repeated material breaches of this
                       Agreement, even if cured;

                 (iii) Vendor violates either Section 3.2 (Resale of Dedicated
                       Resources) or Vendor's core obligations with respect to
                       the most-favored customer provisions set forth in the
                       Schedules (e.g., Section 8.3(b) of Schedule B); or

                 (iv)  there is a total or near-total outage of any of the
                       Services that, while it may last fewer than thirty (30)
                       calendar days, is widespread and prolonged enough to
                       justify a reasonable person, considering all relevant
                       industry standards, to terminate the Agreement,

                 then Customer may, at its option and in its sole discretion,
                 exercise the Agreement Termination Right for cause; provided,
                 however, if Customer's termination for cause right is solely
                 related to the Other Services, Customer may only exercise the
                 Agreement Termination Right with respect to the Other Services.
                 In the event of a termination of Customer's obligations with
                 respect to the Purchase Commitments as a result of termination
                 of the Agreement or any Schedule, Customer shall have no
                 further liability to Vendor with respect to such Purchase
                 Commitments. To the extent new services are added to this
                 Agreement, defaults will be as specified therein.

            (b)  Vendor's Right to Terminate.  In addition to any other rights
                 ---------------------------
                 or remedies to which Vendor may be entitled under this
                 Agreement, in the event that

                 (i)   Customer commits a material breach of this Agreement,
                       including non-payment of undisputed amounts due and owing
                       to Vendor in accordance with the terms of this Agreement,
                       which breach is not cured within thirty (30) calendar
                       days after notice of breach from Vendor to Customer; or

                 (ii)  Customer fails to meet its obligations with respect to
                       the Purchase Commitments in accordance with and subject
                       to the terms of this Agreement, which failure is not
                       cured within thirty (30) calendar days after notice of
                       failure from Vendor to Customer; provided, however,
                       Customer shall be deemed not to have failed to meet its
                       Purchase Commitments if it pays Vendor such amounts that
                       Customer would have otherwise had to pay if Customer
                       actually met such Purchase Commitments,

                 then Vendor, at its option and in its sole discretion, may
                 terminate this Agreement; provided, however, if Vendor's
                 termination for cause right is solely related to the Other
                 Services, Vendor may only exercise the Agreement Termination
                 Right with respect to the Other Services. To the extent new
                 services are added to this Agreement, defaults will be as
                 specified therein.

     13.2.  No Implication Against Materiality.
            ----------------------------------

                                    Page 12
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                       CONFIDENTIAL TREATMENT REQUESTED


            The inclusion of any provision, obligation or duty in Section 13.1,
            or any statement in this Agreement, that a particular provision,
            obligation or duty is "material" shall not be construed to imply
            that any other provision, obligation or duty in this Agreement is
            not material.

     13.3.  Termination for Change of Control.
            ---------------------------------

            In the event of (a) a change in control of Vendor where such control
            is acquired, directly or indirectly, in a single transaction or
            series of related transactions, (b) all or substantially all of the
            assets of Vendor are acquired by or transferred to any entity, or
            (c) Vendor is merged with or into another entity to form a new
            entity, then at any time after any such event, Customer may, at its
            option and in its sole discretion, exercise the Agreement
            Termination Right; provided, however, nothing in this Section shall
            apply in a change in control resulting from or arising out of the
            closing of the proposed merger of GTE Corporation and Bell Atlantic
            Corporation (including any transaction in which any assets of Vendor
            are transferred back to any Affiliate of the combined GTE/Bell
            Atlantic corporation), unless the acquirer or merged entity is (i) a
            Significant Competitor of Customer (as such list of Significant
            Competitors may be modified from time-to-time by Customer on notice
            following August 31, 2000 to add additional significant competitors
            of Customer) or (ii) one of the following entities: MCI Worldcom,
            Sprint, Qwest or Level 3, or an Affiliate of such entities.

     13.4.  Termination/Expiration Assistance; Transition Period.
            ----------------------------------------------------

            Upon expiration of this Agreement or any Schedule, or upon any
            termination or cancellation of this Agreement or any Schedule by
            either Party (whether or not for cause), Customer may decommission
            all Services corresponding to the Agreement or any such Schedule, as
            applicable, and Vendor shall (i) provide Customer, or at Customer's
            request Customer's designee, reasonable assistance and consultation
            to enable Customer (or Customer's designee) to ensure a smooth and
            timely transition of network control and management to Customer (as
            applicable), and to transition Customer's purchase of services
            similar to the Services then expiring or being terminated to another
            vendor, and (ii) continue to provide the Services then expiring or
            being terminated to Customer (at prices then in effect as of the
            date of such expiration, termination or cancellation) and otherwise
            perform all of its obligations under this Agreement (such
            obligations described in this Section 13.4 collectively "Transition
            Assistance") for a period (the "Transition Period") to be determined
            by Customer in its sole and absolute discretion; provided, however,
            that unless otherwise specified in a Schedule to the Agreement, the
            Transition Period shall not be longer than twelve (12) months after
            the effective date of such expiration, termination or cancellation.
            If the provision of such Transition Assistance follows a notice of
            termination by Vendor pursuant to Section 13.1(b) of this Master
            Agreement as a result of Customer's non-payment of undisputed
            amounts owed to Vendor, then Customer shall pay Vendor monthly in
            advance plus an equitable portion of the unpaid charges giving rise
            to termination that compensates Vendor for the provision of such
            Transition Assistance. As part of its obligation to provide
            Transition Assistance, Vendor shall include transferring all rights
            to Customer at no additional charge, for Customer and its designees'
            exclusive use, any telephone numbers used in providing the Services
            so that Customer or its designee may utilize such numbers in
            providing services (subject to the provisions of Schedule B
            regarding Vendor's obligations to obtain such telephone numbers for
            Customer).

                                    Page 13
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                       CONFIDENTIAL TREATMENT REQUESTED


14.  LIABILITY AND FORCE MAJEURE

     14.1.  Liability Restrictions.
            ----------------------

            The liability restrictions and limitation provisions for each
            Service provided hereunder are set forth in the associated Schedule
            for such Service.

     14.2.  Force Majeure.
            -------------

            (a)  No Party shall be liable for any default or delay in the
                 performance of its obligations under this Agreement if and to
                 the extent such default or delay is caused, directly or
                 indirectly, by fire, flood, lightning, earthquake, elements of
                 nature or acts of God, strikes, lock-outs or other labor
                 disturbance, riots, civil disorders, rebellions or revolutions
                 in any country, or any other cause beyond the reasonable
                 control of such Party; provided, however, that the non-
                 performing Party is without fault in causing such default or
                 delay, and such default or delay could not have been prevented
                 by reasonable precautions and cannot reasonably be circumvented
                 by the non-performing Party through the use of alternate
                 sources, workaround plans or other means (each a "Force Majeure
                 Event"). The failure of a supplier or subcontractor of Vendor
                 to perform under its agreement with Vendor shall not constitute
                 a Force Majeure Event for Vendor except to the extent such
                 supplier's or subcontractor's failure to perform is caused by a
                 Force Majeure Event.

            (b)  In such event the non-performing Party shall be excused from
                 further performance or observance of the obligation(s) so
                 affected for as long as such circumstances prevail and such
                 Party continues to use its commercially reasonable best efforts
                 to recommence performance or observance whenever and to
                 whatever extent possible without delay. In the event the Vendor
                 is the non-performing Party, Customer shall be excused from
                 paying for any Services affected by the Force Majeure Event.
                 Any Party so delayed in its performance shall immediately
                 notify the Party to whom performance is due by telephone (to be
                 confirmed in writing within two (2) business days of the
                 inception of such delay) and describe at a reasonable level of
                 detail the circumstances causing such delay.

15.  INDEMNIFICATION

            Each Party agrees to indemnify, defend and hold harmless the other
            Party and its Affiliates and their respective officers, directors,
            employees, agents, successors, and assigns, from any and all losses,
            liabilities, damages and claims, and all related costs and expenses
            (including reasonable legal fees and disbursements and costs of
            investigation, litigation, settlement, judgment, interest and
            penalties) arising from, in connection with, or based on allegations
            of, any of the following:

            (a)  third party claims arising from the indemnifying Party's
                 material breach of any obligation, representation or warranty
                 under this Agreement;

            (b)  any claims of infringement of any patent, trademark, trade
                 secret, copyright or other proprietary rights, alleged to have
                 occurred based upon the provision by

                                    Page 14
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                       CONFIDENTIAL TREATMENT REQUESTED


                 the indemnifying Party of materials, services or other
                 resources to the indemnified Party;

            (c)  the death or bodily injury of any agent, employee, customer,
                 business invitee, or business visitor of the indemnified Party
                 or any other person caused by the tortious conduct of the
                 indemnifying Party; or

            (d)  the damage, loss or destruction of any real or tangible
                 personal property caused by the tortious conduct of the
                 indemnifying Party.

16.  GENERAL

     16.1.  Binding Nature and Assignment.
            -----------------------------

            This Agreement shall accrue to the benefit of and be binding upon
            the Parties hereto and any purchaser or any successor entity into
            which either Party has been merged or consolidated or to which
            either Party has sold or transferred all or substantially all of its
            assets. Neither Party may, or shall have the power to, assign this
            Agreement or delegate such Party's obligations hereunder without the
            prior written consent of the other, which consent shall not be
            unreasonably withheld or delayed, except that Customer may assign
            its rights and obligations under this Agreement without the approval
            of Vendor to an entity which acquires all or substantially all of
            the assets of Customer, to any Affiliate of Customer, or to a
            successor in a merger or acquisition of Customer. Notwithstanding
            anything to the contrary in this Section, but not affecting any of
            Customer's rights under Section 13.3, Customer hereby consents to
            the assignment of this Agreement to any entity created as a result
            of or arising out of the closing of the proposed merger of GTE
            Corporation and Bell Atlantic Corporation, including any transaction
            in which any assets of Vendor are transferred back to any Affiliate
            of the combined GTE/Bell Atlantic corporation.

     16.2.  Continued Performance and Governing Law.
            ---------------------------------------

            (a)  Each Party agrees to continue performing its obligations under
                 this Agreement while any dispute is being resolved except to
                 the extent the issue in dispute precludes performance (dispute
                 over payment shall not be deemed to preclude performance).

            (b)  This Agreement and performance under it shall be governed by
                 and construed in accordance with the laws of the State of
                 Delaware without regard to its choice of law principles.

     16.3.  Entire Agreement.
            ----------------

            This Agreement, including any attached Schedules, sets forth the
            entire agreement of the Parties with respect to the transactions set
            forth herein.

     16.4.  Notices.
            -------

            All notices, requests, demands, and determinations under this
            Agreement (other than routine operational communications or as
            otherwise specifically set forth herein (e.g., e-mail orders and
            Customer acceptance/rejection of Dedicated Dial-Up Access Ports or

                                    Page 15
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                       CONFIDENTIAL TREATMENT REQUESTED


            other Services)), shall be in writing and shall be deemed duly given
            (i) when delivered by hand, (ii) one (1) business day after being
            given to an express, overnight courier with a reliable system for
            tracking delivery, (iii) when sent by confirmed facsimile with a
            copy delivered by another means specified in this Section, or (iv)
            four (4) business days after the day of mailing, when mailed by
            United States mail, registered or certified mail, return receipt
            requested, postage prepaid, and addressed as follows:

            --------------------------------------------------------------------
            To Customer:                             To Vendor:
            -----------                              ---------

            America Online, Inc.                     BBN Corporation
            12100 Sunrise Valley Drive               9810 Patukent Woods Drive
            Reston, Virginia  20190                  Columbia, MD  21046
            Attn: Geraldine MacDonald, Vice          Attn: Vice President and
            President AOLnet Operations              General Manager
            Fax: (703) 265-5988                      Fax: (410) 309-8315

            Copies to:                               Copy to:
            ---------                                -------
            America Online, Inc.                     GTE Internetworking
            22000 AOL Way                            3 Van de Graaff Drive
            Dulles, Virginia  20166                  Burlington, MA 01803
            Attn: General Counsel                    Attn: General Counsel
            Fax: (703) 265-1495                      Fax: (781) 262-3408

            America Online, Inc.
            22000 AOL Way
            Dulles, Virginia 20166
            Attn: President Of Business Affairs
            Fax: (703) 265-1206
            --------------------------------------------------------------------

            A Party may from time to time change its address or designee for
            notification purposes by giving the other prior written notice of
            the new address or designee and the date upon which it will become
            effective.

     16.5.  Counterparts.
            ------------

            This Agreement may be executed in several counterparts, all of which
            taken together shall constitute one single agreement between the
            Parties hereto.

     16.6.  Relationship of Parties.
            -----------------------

            The Parties to this Agreement are independent contractors. Neither
            Party is an agent, representative, or partner of the other Party.
            Neither Party shall have any right, power or authority to enter into
            any agreement for or on behalf of, or incur any obligation or
            liability of, or to otherwise bind, the other Party. This Agreement
            shall not be interpreted or construed to create an association,
            agency, joint venture or partnership between the Parties or to
            impose any liability attributable to such a relationship upon either
            Party.

                                    Page 16
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                       CONFIDENTIAL TREATMENT REQUESTED


     16.7.  Severability.
            ------------

            In the event that any provision of this Agreement conflicts with the
            law under which this Agreement is to be construed or if any such
            provision is held invalid by a court with jurisdiction over the
            Parties, such provision shall be deemed to be restated to reflect as
            nearly as possible the original intentions of the Parties in
            accordance with applicable law. The remainder of this Agreement
            shall remain in full force and effect.

     16.8.   Waiver of Default.
             -----------------

             No amendment, waiver or discharge hereof shall be valid unless in
             writing and signed by an authorized representative of the Party
             against which such amendment, waiver, or discharge is sought to be
             enforced. A delay or omission by either Party hereto to exercise
             any right or power under this Agreement shall not be construed to
             be a waiver thereof. A waiver by either of the Parties hereto of
             any of the covenants to be performed by the other or any breach
             thereof shall not be construed to be a waiver of any succeeding
             breach thereof or of any other covenant herein contained.

     16.9.   Cumulative Remedies.
             -------------------

             Except as otherwise expressly provided herein, all remedies
             provided for in this Agreement shall be cumulative and in addition
             to and not in lieu of any other remedies available to either Party
             at law, in equity or otherwise.

     16.10.  Survival.
             --------

             Articles 10, 11, 14, 15, and 16 of this Master Agreement and,
             Section 1.2 of this Master Agreement, Schedule A, and Section 6.6
             of Schedule B will survive the completion, expiration, termination
             or cancellation of the Agreement. In addition, any obligations
             which expressly or by their nature are to continue after
             termination, cancellation or expiration of the Agreement shall
             survive and remain in effect.

     16.11.  Publicity.
             ---------

             (a)   Promotional Materials.  Each Party shall submit to the other
                   ---------------------
                   Party, for its prior written approval, which will not be
                   unreasonably withheld or delayed, any marketing, advertising,
                   or other promotional materials to the extent such materials
                   reference the other Party or the other Party's trade names,
                   trademarks, and service marks (such materials the
                   "Promotional Materials").

             (b)   Press Releases.  The Parties will prepare a mutually
                   --------------
                   acceptable joint press release for release following the
                   Effective Date. Each Party will submit to the other Party,
                   for its prior written approval, which will not be
                   unreasonably withheld or delayed, any press release or any
                   other public statement (each, a "Press Release") related to
                   the transactions contemplated hereunder. Without limiting the
                   generality of the foregoing, the inclusion in any such Press
                   Release of any Confidential Information or any information
                   relating to prices or purchase commitment terms of this
                   Agreement shall be grounds for withholding approval of such
                   Press Release.

                                    Page 17
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                       CONFIDENTIAL TREATMENT REQUESTED


     16.12.  Certain Regulatory Events.
             -------------------------

             In the event that Vendor is obligated under applicable law to
             provide any of the Services in accordance with tariffs filed with a
             governmental authority, then Vendor shall file the terms and
             conditions of this Agreement with such authority such that
             applicable law will require no change in the obligations of each
             Party under the Agreement. In the event that Vendor fails to file
             the terms and conditions of this Agreement in accordance with this
             Section, Customer may, at its option and in its sole discretion,
             exercise the Agreement Termination Right for cause for those
             Schedules corresponding to the affected Services.

     16.13.  Amendment.
             ----------

             This Agreement shall not be modified, amended or in any way altered
             except by an instrument in writing signed by both Parties.

     16.14.  Incorporation by Reference.
             --------------------------

             Schedules A, B, C and D (including any Exhibits attached to such
             Schedules) are hereby incorporated by reference into this Master
             Agreement.

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     16.15.  Construction.
             ------------

             The Parties agree that this Agreement was jointly drafted by the
             Parties and each Party further agrees that they shall not assert a
             claim that a particular provision should be construed against the
             other Party as the drafter of the provision. In addition, the
             headings and the table of contents in the Agreement are intended to
             be for reference purposes only and shall in no way be construed to
             modify or restrict, and shall not be considered in the construction
             or interpretation of, any of the terms or provisions of the
             Agreement.


IN WITNESS WHEREOF, Customer and Vendor have each caused this Agreement to be
signed and delivered by its duly authorized officer as of the Effective Date.


AMERICA ONLINE, INC.              BBN CORPORATION


By: ___________________________   By: ________________________________

Printed: ______________________   Printed: ___________________________

Title: ________________________   Title: _____________________________

                                    Page 19
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                                  SCHEDULE A


                                  Definitions


"Acceptance Criteria" means the criteria used to determine whether a Service is
ready for Final Acceptance.  The Acceptance Criteria shall include the
requirements that the Service complies with all mutually agreed-upon testing
criteria as set forth in a Schedule to the Agreement and such other criteria as
may be developed and agreed upon by the Parties.

"Affiliate" of any entity means any other entity controlling, controlled by or
under common control with such entity.

"Agreement" has the meaning set forth in the preamble to the Master Agreement.

"Agreement Termination Right" means the right of a Party to terminate, without
cost or liability and as of the date specified in a written notice of
termination to Vendor, (a) the Schedule to which the breach giving rise to such
Agreement Termination Right relates, or (b) the entire Agreement.  Any Schedule
not so terminated shall remain in full force and effect.

"Aggregate DSL Subscriber Lines" means the aggregate number of Subscriber Lines
providing xDSL broadband services that utilize the Broadband Backhaul Services
provided by Vendor or its Affiliates or the broadband backhaul services of any
other party.  "Aggregate DSL Subscriber Lines" shall exclude Subscriber Lines of
any entity purchased, acquired, or merged with Customer or any Affiliate that,
as of the date of such purchase, acquisition or merger, are contractually
committed to another vendor of broadband backhaul services; provided that such
Subscriber Lines of such entity shall be excluded only for so long as the
duration (determined as of the date of such purchase, acquisition, or merger) of
such contractual commitment plus a mutually agreeable transition period.

"Aggregate Other Broadband Subscriber Lines" means the aggregate number of
Subscriber Lines providing broadband services that utilize the Broadband
Backhaul Services provided by Vendor or its Affiliates or the broadband backhaul
services of any other party.  "Aggregate Other Broadband Subscriber Lines" shall
exclude (a) Subscriber Lines that transmit [*Material Omitted and Separately
Filed Under an Application for Confidential Treatment] (b) Subscriber Lines that
utilize [*Material Omitted and Separately Filed Under an Application for
Confidential Treatment] that are [*Material Omitted and Separately Filed Under
an Application for Confidential Treatment], and (c) Subscriber Lines of any
entity purchased, acquired, or merged with Customer or any Affiliate that, as of
the date of such purchase, acquisition or merger, are contractually committed to
another vendor of broadband backhaul services; provided that such Subscriber
Lines of such entity shall be excluded only for so long as the duration
(determined as of the date of such purchase, acquisition, or merger) of such
contractual commitment plus a mutually agreeable transition period.

"Aggregate Subscriber Lines" means the Aggregate DSL Subscriber Lines and
Aggregate Other Broadband Subscriber Lines, collectively.

"All New Ports MP Change Date" shall mean, for any New Dial-Up Market Price
Notice, the later of (a) the New Dial-Up Market Price Effective Date
corresponding to such New Dial-Up Market Price Notice, and (b) April 1, 2001.

"ANI" has the meaning set forth in Section 11.1 of the Master Agreement.

"AOL Average" means, for a particular Service Level metric, the average
[*Material Omitted and Separately Filed Under an Application for Confidential
Treatment].

"AOL Information Service" means a service (a) containing branding owned or
controlled by Customer or a Customer Affiliate, or using all or a portion of
Customer's or a Customer Affiliate's network or backend systems, or (b) in which
content, communications services and/or transactions are provided to end-users
through the use of any protocols, standards, platforms, media or other
methodology now or hereafter existing (including the Internet and similar
protocols, standards and platforms) from host server computers through the use
of client software resident on other computers or access devices.

"Applicable DUP Purchaser" has the meaning set forth in Section 8.3(b) of
Schedule B.

"Area Delivery Target" has the meaning set forth in Section 2.2(b) of Schedule
B.

                             Schedule A - Page 1
<PAGE>

                            CONFIDENTIAL TREATMENT

"Base Port MP Change Date" shall mean, for any New Dial-Up Market Price Notice,
the later of (a) the New Dial-Up Market Price Effective Date corresponding to
such New Dial-Up Market Price Notice, and (b) [*Material Omitted and Separately
Filed Under an Application for Confidential Treatment].

"BPS", whether or not capitalized, shall mean bits per second.

"Broadband Backhaul" shall means the facility and associated managed services,
however provided in terms of technology, for receiving broadband traffic from
the public switched telephone network, a cable network, or a wireless network,
satellite network or other technologies, and delivering that traffic to a
Customer facility, where the end-user has initiated the connection.  "Broadband
Backhaul" includes the provision of interconnection to an aggregation point and
the transport of bits from that aggregation point to a Customer facility.

"Broadband Backhaul Delivery Period" means, with respect to any New LATA, the
period commencing on the date Customer provides Vendor with the corresponding
New LATA Notice and ending on the later of (a) [*Material Omitted and Separately
Filed Under an Application for Confidential Treatment] days following such date,
and (b) if and only if Vendor has performed its obligations with respect to the
ATM intra-LATA interconnect (e.g., ordering of the circuit, management of the
associated third-party vendors), [*Material Omitted and Separately Filed Under
an Application for Confidential Treatment] days following the date on which the
local access provider is ready to activate the ATM intra-LATA interconnect in
such New LATA.

"Broadband Backhaul Market Vendor" has the meaning set forth in 7.2(a)(i)(2) of
Schedule C.

"Broadband Backhaul Purchase Commitments" means the DSL Purchase Commitment and
the Other Broadband Purchase Commitment, collectively.

"Broadband Backhaul Services" means (i) Broadband Backhaul ordered by Customer
pursuant to an Order to the extent accepted by Vendor pursuant to Schedule C and
managed network services associated therewith (including those services
described in Article 5 of Schedule C), and (ii) any other services described in
an Order to the extent accepted by Vendor pursuant to Schedule C, each of (i)
and (ii) as such services may change in accordance with the Agreement.

"Broadband Specifications" has the meaning set forth in Article 8 of Schedule C.

"Broadband Term" has the meaning set forth in Article 1 of Schedule C.

"Comparable Broadband Backhaul Services" means managed broadband backhaul
services that are comparable to Broadband Backhaul provided under Schedule C
(including comparable nationwide geographic distribution of Subscriber Lines
utilizing Broadband Backhaul and comparable terms and conditions).

"Comparable Dial-Up Services" means dedicated, managed dial-up access services
(not including usage-based dial-up access services) that are comparable to Dial-
Up Access provided under Schedule B (including comparable nationwide geographic
distribution of Dedicated Dial-Up Access Ports, and comparable terms and
conditions).

"Confidential Information" has the meaning set forth in Section 11.1 of the
Master Agreement.

"Covered Subscriber Line" has the meaning set forth in Section 2.1(b) of Exhibit
C-2 of Schedule C.

"Customer" has the meaning set forth in the preamble to the Master Agreement.

"Customer Data" means (i) all information or data provided to, or otherwise
learned or exposed to Vendor, Vendor's Affiliates or subcontractors by or on
behalf of Customer or end users of Customer's services in conjunction with use
of the Services (including such information that is transmitted by or through
the network(s) used to provide the Services), and (ii) information derived from
such information.

"Dedicated Dial-Up Access Port" is a Dial-Up Access Port that is (a) available
solely to the Customer and Special Affiliates, as applicable, and the end users
of Customer's and Special Affiliates' services, and (b) is not available to any
other party.

"Dial-Up Acceptance Test Period" has the meaning set forth in Section 2.7(a) of
Schedule B.

"Dial-Up Acceptance Testing" has the meaning set forth in Section 2.7(a) of
Schedule B.

                              Schedule A - Page 2
<PAGE>

                            CONFIDENTIAL TREATMENT

"Dial-Up Access" is the facility and associated end-to-end, managed services,
however provided in terms of technology, for receiving analog or ISDN in-bound
calls from the public switched telephone network on demand and converting those
signals to digital form for transmission over digital networks, where the end-
user has initiated the call.  "Dial-Up Access" includes the provision of Dial-Up
Access Ports.

"Dial-Up Access Port" is the capacity to offer Dial-Up Access to one (1)
incoming analog or ISDN in-bound call, plus signaling channels.

"Dial-Up Access Services" means (i) the "modems," managed, end-to-end network
services associated therewith, provided by Vendor to Customer under the Original
Agreement, (ii) Dial-Up Access ordered by Customer pursuant to an Order to the
extent accepted by Vendor pursuant to Schedule B and fully managed, end-to-end
network services associated therewith (including those services described in
Article 6 of Schedule B, and (iii) any other services described in an Order to
the extent accepted by Vendor pursuant to Schedule B, each of (i), (ii) and
(iii) as such services may change in accordance with the Agreement.

"Dial-Up Access Specifications" mean those Specifications described in Section
9.1 of Schedule B.

"Dial-Up Access Term" shall have the meaning set forth in Article 1 of Schedule
B.

"Dial-Up Market Vendor" has the meaning set forth in Section 8.3(a)(i)(2) of
Schedule B.

"Dial-Up Market Vendor Trigger" has the meaning set forth in Section 8.3(a)(i)
of Schedule B.

"Dial-Up Nonconformity" has the meaning set forth in Section 2.7(b)(i) of
Schedule B.

"Dial-Up Purchase Commitment" has the meaning set forth in Section 2.8(a) of
Schedule B.

"Disclosing Party" has the meaning set forth in Section 11.1 of the Master
Agreement.

"DSL Purchase Commitment" has the meaning set forth in Section 2.1 of Exhibit C-
1 of Schedule C.

"Effective Date" has the meaning set forth in the preamble to the Master
Agreement.

"Existing Calling Areas" means any rate center or calling area in which Vendor
(a) before the Effective Date provided, or agreed to provide, Dial-Up Access
Services to Customer (e.g., pursuant to the Original Agreement), or (b) during
the Term provides, or agrees to provide (e.g., pursuant to an Order), Dial-Up
Access Services to Customer.

"Existing Dedicated Dial-Up Access Port" has the meaning set forth in Section
8.1(b) of Schedule B.

"Existing LATA" means, at any given point in time, any LATA in which Vendor has
already provisioned Broadband Backhaul for xDSL for any customer.

"Final Acceptance" has the meaning set forth in Section 2.7(c) of Schedule B.

"Force Majeure Event" has the meaning set forth in Section 14.2 of the Master
Agreement.

"Include," "includes", and "including", whether or not capitalized, shall mean
"include but are not limited to", "includes but is not limited to", and
"including but not limited to", respectively.

"Incremental New Ports MP Change Date" shall mean, for any New Dial-Up Market
Price Notice, the later of (a) the New Dial-Up Market Price Effective Date
corresponding to such New Dial-Up Market Price Notice, and (b) [*Material
Omitted and Separately Filed Under an Application for Confidential Treatment].

"L2TP" means Layer Two Tunneling Protocol.

"Leased Items" has the meaning set forth in Section 8.1(a)(ii) of Schedule B.

"Master Agreement" shall mean the Agreement excluding the Schedules to the
Agreement.

"Measurement Date" has the meaning set forth in Section 3.1 of Exhibit C-1 of
Schedule C.

"Monthly Aggregate Subscriber Line Charge" has the meaning set forth in Section
2.3(a) of Exhibit C-2 of Schedule C.

"Monthly DAP Charge" has the meaning set forth in Section 8.1(b) of Schedule B.

"Monthly EDAP Charge" has the meaning set forth in Section 8.1(a) of Schedule B.

                             Schedule A - Page 3
<PAGE>

                            CONFIDENTIAL TREATMENT

"Monthly Pass-Through Expenses" has the meaning set forth in Section 7.1(b) of
Schedule C.

"Monthly Per Subscriber Line Charge" has the meaning set forth in Section 2.1 of
Exhibit C-2 of Schedule C.

"Monthly Subscriber Line Aggregate" has the meaning set forth in Section 2.3(a)
of Exhibit C-2 of Schedule C.

"Monthly Target" has the meaning set forth in Section 2.2 of Schedule B.

"New Broadband Backhaul Market Price" has the meaning set forth in Section
7.2(a)(i)(1) of Schedule C.

"New Broadband Backhaul Market Price Effective Date" means the date that is
ninety (90) calendar days after the New Broadband Backhaul Market Price Notice
Date corresponding to a New Broadband Backhaul Market Price Notice provided by
Customer.

"New Broadband Backhaul Market Price Notice" has the meaning set forth in
Section 7.2(a)(ii) of Schedule C.

"New Broadband Backhaul Market Price Notice Date" has the meaning set forth in
Section 7.2(a)(ii) of Schedule C.

"New Broadband Backhaul Market Price Response" has the meaning set forth in
7.2(a)(ii) of Schedule C.

"New Calling Area" means any rate center or calling area which is not an
Existing Calling Area.

"New Dial-Up Market Price" has the meaning set forth in Section 8.3(a) of
Schedule B.

"New Dial-Up Market Price Effective Date" means the date that is ninety (90)
calendar days after the New Dial-Up Market Price Notice Date corresponding to a
New Dial-Up Market Price Notice provided by Customer.

"New Dial-Up Market Price Notice" has the meaning set forth in Section
8.3(a)(ii) of Schedule B.

"New Dial-Up Market Price Notice Date" has the meaning set forth in Section
8.3(a)(ii) of Schedule B.

"New Dial-Up Market Price Response" has the meaning set forth in Section
8.3(a)(ii) of Schedule B.

"New LATA" means, at a given point in time, any LATA in which Vendor has not
already provisioned Broadband Backhaul for xDSL for any customer.

"New LATA Notice" has the meaning set forth in Section 3.1(c) of Schedule C.

"New Port" means any Dedicated Dial-Up Access Port that is not a Existing Dial-
Up Access Port.

"NOC" means a network operations center.

"Non-Terminable Breach" means a breach that does not, in and of itself, give
rise to Customer's right to exercise the Agreement Termination Right.

"Normalization Methodology" has the meaning set forth in Section 8.4(a) of
Schedule B.

"Order" means any valid order submitted by Customer pursuant to a Schedule to
this Agreement to the extent accepted or deemed accepted by Vendor pursuant to
such Schedule.

"Order Fulfillment Period" has the meaning set forth in Section 2.2 of Schedule
B.

"Original Agreement" has the meaning given in Section 1.1(b) of the Master
Agreement.

"Other Broadband Purchase Commitment" has the meaning set forth in Section 2.2
of Exhibit C-1 to Schedule C.

"Other Services Purchase Commitment" has the meaning set forth in Schedule D.

"Other Vendors' Decom Share" means for any calendar quarter, the amount
calculated as (a) the total number of Dedicated Dial-Up Access Ports [*Material
Omitted and Separately Filed Under an Application for Confidential Treatment],
divided by (b) the total number of Dedicated Dial-Up Access Ports [*Material
Omitted and Separately Filed Under an Application for Confidential Treatment].

"Out-of-Pocket Expenses" shall mean reasonable, verifiable and actual out-of-
pocket expenses and associated taxes, if any, incurred by a Party, but

                             Schedule A - Page 4
<PAGE>

                            CONFIDENTIAL TREATMENT

excluding that Party's overhead costs (or allocations thereof), administrative
expenses or other mark-ups.

"Owned Items" has the meaning set forth in Section 8.1(a)(ii) of Schedule B.

"Party" and "Parties" has the meaning set forth in the preamble to the Master
Agreement.

"Peak Resale Window" has the meaning set forth in Section 4(b) of Schedule B.

"POP" means point of presence.

"Pre-Term Private Line Agreements" has the meaning set forth in Schedule D.

"Press Release" has the meaning set forth in Section 16.11(b) of the Master
Agreement.

"Private Line Services" has the meaning set forth in Schedule D.

"Promotional Materials" has the meaning set forth in Section 16.11(a) of the
Master Agreement.

"Purchase Commitments" means (i) the Dial-Up Purchase Commitment, (ii) the
Broadband Backhaul Purchase Commitments, and (iii) the Other Services Purchase
Commitment, collectively.

"Receiving Party" has the meaning set forth in Section 11.1 of the Master
Agreement.

[*Material Omitted and Separately Filed Under an Application for Confidential
Treatment]

"Reportless Ports" has the meaning set forth in Section 8.5(a) of Schedule B.

"Resold Dial-Up Access" has the meaning set forth in Section 4(a) of Schedule B.

"Service Levels" means the quantitative and qualitative service levels
identified as such the Schedules to this Agreement.

"Services" means, collectively (i) Dial-Up Access Services, (ii) Broadband
Backhaul Services, (iii) Other Services, and (iv) any other services that the
Parties mutually agree in writing that are governed by the terms of this
Agreement.

"Significant Competitor" means, solely with respect to Section 13.3 of the
Master Agreement, any of the following entities or their Affiliates (which
entities may be modified from time-to-time by Customer on notice following
August 31, 2000): [*Material Omitted and Separately Filed Under an Application
for Confidential Treatment].

"Special Affiliate" means, with respect to Customer,  (i) Customer's Affiliates,
(ii) any other entity in which Customer holds, either directly or indirectly, at
least an [*Material Omitted and Separately Filed Under an Application for
Confidential Treatment] equity interest, or (iii) any entity which operates or
distributes, or is authorized to operate or distribute, an AOL Information
Service.

"Specifications" means the specifications and other requirements for the
Services identified as such in a Schedule to the Agreement.

"Subscriber Line" means a dedicated connection, between an end user of services
of Customer or one of its Affiliates and an aggregation point, that is activated
and purchased by Customer or one or its Affiliates to provide services to such
end user.

"Term" has the meaning set forth in Article 2 of the Master Agreement.

"Transition Assistance" has the meaning set forth in Section 13.4 of the Master
Agreement.

"Transition Period" has the meaning set forth in Section 13.4 of the Master
Agreement.

"Valid Order Rejection Reason" has the meaning set forth in Section 2.3(a) of
Schedule B.

"Vendor" has the meaning set forth in the preamble to the Master Agreement.

"Vendor Broadband Subscriber Line" means a Subscriber Line used to transmit
broadband services that utilize the Broadband Backhaul Services provided by
Vendor or its Affiliates.

"Vendor Decom Share" means for any calendar quarter, the amount calculated as
(a) the total number of Dedicated Dial-Up Access Ports [*Material Omitted and
Separately Filed Under an Application for Confidential Treatment], divided by
(b) the total number of Dedicated Dial-Up Access Ports [*Material Omitted and

                             Schedule A - Page 5
<PAGE>

                            CONFIDENTIAL TREATMENT

Separately Filed Under an Application for Confidential Treatment].

"Vendor ISP Affiliate" means any Affiliate of Vendor that offers online or
Internet connectivity services (e.g., an Internet service provider) to
consumers.

"Vendor Network" means any and all of the network or networks that support
Services ordered and accepted by Customer hereunder.

"Waiver" has the meaning set forth in Section 1.2(b) of the Master Agreement.

                             Schedule A - Page 6
<PAGE>

                            CONFIDENTIAL TREATMENT

                                  SCHEDULE B


       Dial-Up Access Services, Service Levels, Pricing and Other Terms


1.   TERM

     The term of this Schedule B shall begin on the Effective Date and shall
     expire on December 31, 2006, unless terminated earlier in accordance with
     the Agreement, or extended by mutual written agreement (such period, as
     terminated earlier or so extended, the "Dial-Up Access Term").

2.   ORDERING

     2.1. New Markets.
          -----------

          Vendor from time to time shall deliver to Customer a listing of any
          new rate centers or calling areas that are in addition to the Existing
          Calling Areas within which Vendor is willing to provide Dial-Up Access
          Services.

     2.2. Customer Submission of Orders.
          -----------------------------

          To order any Dial-Up Access Services, Customer shall submit to Vendor
          an order for such services covering the three-calendar month period
          beginning at least ninety (90) days following submission of the order
          (such three-month period the "Order Fulfillment Period").  Each order
          will set forth the following:

          (a)  the cumulative number of Dedicated Dial-Up Access Ports that
               Vendor must have installed and activated as of the end of each
               calendar month of an Order Fulfillment Period (for each calendar
               month, such number the "Monthly Target"), and

          (b)  the number of incremental Dedicated Dial-Up Access Ports for each
               calling area ordered by Customer during an Order Fulfillment
               Period (for each calling area, the "Area Delivery Target").

          Each order will be clearly marked as such, and will be delivered by
          Customer via electronic mail to such individuals designated in writing
          from time to time by Vendor.  An e-mailed order will be valid only if
          it is submitted by the Vice President of AOLnet Operations, the
          Director for AOLnet Capacity Planning, or a designee of either.

     2.3. Vendor Acceptance or Rejection of Orders.
          ----------------------------------------

          (a)  Acceptance and Rejection Process.
               --------------------------------

               Vendor shall, within ten (10) business days after receipt of a
               valid order pursuant to Section 2.2 of this Schedule B, notify
               Customer of one of the following:

               (i)  its acceptance of such order; or

                                Schedule B - Page 1
<PAGE>

                            CONFIDENTIAL TREATMENT

               (ii) its rejection of such order in whole or in part; provided
                    that Vendor may reject an order if and only to the extent
                    (1) the Monthly Target for a calendar month exceeds the
                    prior month's Monthly Target by more than [*Material Omitted
                    and Separately Filed Under an Application for Confidential
                    Treatment]  Dedicated Dial-Up Access Ports, (2) such order
                    requests Dial-Up Access Services to be delivered in a New
                    Calling Area, (3) such order does not reflect the same
                    approximate weighted distribution of Dedicated Dial-Up
                    Access Ports across Existing Calling Areas, or (4) such
                    order requests the provision of Dedicated Dial-Up Access
                    Ports in excess of the Dial-Up Purchase Commitment (each of
                    (1), (2), (3) and (4) a "Valid Order Rejection Reason").

               If Vendor fails to provide Customer with such notice within such
               ten-day period, then such order shall be deemed accepted by
               Vendor.  Vendor shall be obligated to deliver, in accordance with
               this Schedule B, the Dial-Up Access Services requested by
               Customer in an order to the extent such order is accepted or
               deemed accepted by Vendor.  If Vendor rejects an order (or a
               portion thereof) for the reason described in Subsection (ii)(3)
               above, following notice of such objection by Vendor, the Parties
               will mutually agree on an equitable resolution consistent with
               the intent of this Section.

          (b)  Rejections by Vendor.
               --------------------

               To the extent that Vendor rejects an order (or portion thereof)
               for any reason other than a Valid Order Rejection Reason, the
               Dial-Up Purchase Commitment shall be reduced by the number of
               Dedicated Dial-Up Access Ports wrongfully rejected by Vendor.

          (c)  Additional Tasking.
               ------------------

               For any Order Fulfillment Period, in the event Vendor requests,
               Customer will provide Vendor with additional tasking of Dedicated
               Dial-Up Access Ports for Existing Calling Areas; provided,
               however, that such additional tasking shall not result in total
               tasking in excess of [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment] Dedicated Dial-
               Up Access Ports above the Monthly Target for the third month of
               the such Order Fulfillment Period.  Customer will designate the
               Existing Calling Areas in which any of the Dedicated Dial-Up
               Access Ports corresponding to such additional tasking will be
               provided by Vendor.  Any additional tasking shall not affect the
               Monthly Targets.

     2.4. Cancellation Without Cause and Rescheduling of Orders.
          -----------------------------------------------------

          (a)  Pre-Acceptance or Pre-Rejection Cancellation or Modification by
               ---------------------------------------------------------------
               Customer.
               --------

               Prior to acceptance or rejection of an order by Vendor, Customer
               may rescind or modify, in whole or in part in its sole
               discretion, such order.

          (b)  Post-Acceptance Cancellation or Modification by Customer.
               --------------------------------------------------------

                                Schedule B - Page 2
<PAGE>

                            CONFIDENTIAL TREATMENT

               (i)  Customer may cancel or modify an Order in whole or in part
                    at any time in its discretion prior to the delivery of the
                    corresponding Dedicated Dial-Up Access Ports set forth in
                    such Order; provided, however, that except to the extent
                    otherwise agreed by Vendor, such cancellation or
                    modification shall not result in circumstances that would
                    constitute a Valid Order Rejection Reason.  For any such
                    cancellation or modification, Customer will pay to Vendor
                    any incremental Out-of-Pocket Expenses actually incurred as
                    a result of such cancellation or modification and that could
                    not reasonably have been avoided by Vendor.  Customer shall
                    have no liability to Vendor for an Order cancelled pursuant
                    to this Subsection (i) other than payment to Vendor of such
                    Out-of-Pocket Expenses.

               (ii) Customer's cancellation or modification of an Order pursuant
                    to this Subsection (b) shall not relieve Customer of its
                    obligations with respect to the Dial-Up Purchase Commitment.
                    In the event of significant changes to an Order by Customer,
                    Vendor may provide Customer with notice of impaired ability
                    to deliver, and the Parties shall mutually agree upon
                    appropriate changes to the Monthly Targets.

     2.5. Delivery.
          --------

          (a)  Notification of Delivery by Vendor.
               ----------------------------------

               Vendor shall only deliver Dedicated Dial-Up Access Ports that
               Vendor reasonably and in good faith believes will satisfy the
               applicable Acceptance Criteria.  Upon delivery of any Dedicated
               Dial-Up Access Port (but no sooner than such delivery), Vendor
               shall provide to Customer notification of such delivery by e-mail
               to the Vice President of AOLnet Operations, the Director for
               AOLnet Capacity Planning, or a designee of either.  For purposes
               of Subsection (e) of Section 2.5, delivery of any Dedicated Dial-
               Up Access Port shall be deemed made upon Customer's receipt of
               such e-mail from Vendor.

          (b)  Early Delivery By Vendor.
               ------------------------

               Vendor may deliver Dedicated Dial-Up Access Ports ordered by
               Customer before the commencement of the corresponding Order
               Fulfillment Period.

          (c)  Initial Testing Failure of Dedicated Dial-Up Access Ports.
               ---------------------------------------------------------

               Notwithstanding the deemed delivery date described in the last
               sentence of Subsection (a) of this Section, if any Dedicated
               Dial-Up Access Port provided in a month is not accepted by
               Customer prior to the 15/th/ day of the next month, then such
               Dedicated Dial-Up Access Port will be deemed not to have been
               delivered during the first month.

          (d)  Delivery of Additional Tasking.
               ------------------------------

               In any month, Customer shall not be required to accept any
               Dedicated Dial-Up Access Ports in excess of [*Material Omitted
               and Separately Filed Under an Application for Confidential
               Treatment] Dedicated Dial-Up Access Ports

                              Schedule B - Page 3
<PAGE>

               above the Monthly Target for such month. With respect to any
               calling area, Customer shall not be required to accept any more
               Dedicated Dial-Up Access Ports in excess of the then-current Area
               Delivery Target for such calling area.

          (e)  Vendor Failures to Deliver.
               --------------------------

               (i)  Failure to Meet Monthly Target.  If Vendor fails to deliver
                    ------------------------------
                    the Monthly Target in any month by more than [*Material
                    Omitted and Separately Filed Under an Application for
                    Confidential Treatment] Dedicated Dial-Up Access Ports, then
                    Customer may reduce the Dial-Up Purchase Commitment by the
                    number of Dedicated Dial-Up Access Ports over [*Material
                    Omitted and Separately Filed Under an Application for
                    Confidential Treatment] that Vendor fails to so deliver.

               (ii) Late Delivery.
                    -------------

                    Vendor shall use demonstrable good faith diligent efforts to
                    deliver Dedicated Dial-Up Access Ports in accordance with an
                    Order prior to the end of the corresponding Order
                    Fulfillment Period.  Customer may reduce the Dial-Up
                    Purchase Commitment by the number of Dedicated Dial-Up
                    Access Ports included in an Order (A) for which Vendor has
                    not delivered a substantial portion of a Area Delivery
                    Target by the end of the corresponding Order Fulfillment
                    Period and (B) with respect to which Vendor has not used
                    such efforts.  In addition, Customer may cancel, at no cost
                    or liability to Customer, the unfilled portion of the Order
                    pertaining to such Dedicated Dial-Up Access Ports. In the
                    event of such cancellation, Customer shall have no payment
                    obligations to Vendor with respect to the Dedicated Dial-Up
                    Access Ports corresponding to the cancelled portion or
                    portions of the Order.  Upon Customer's request, Vendor
                    shall provide Customer with information and supporting
                    documentation which demonstrates Vendor's good faith
                    diligent efforts to deliver all Dedicated Dial-Up Access
                    Ports set forth in an Order prior to the end of the
                    corresponding Order Fulfillment Period (e.g., documents
                    showing Vendor's ordering of circuits from an access
                    provider necessary to provision such ordered Dedicated Dial-
                    Up Access Ports as well as the corresponding response from
                    such access providers (e.g., firm order commitment)).

     2.6. Ordering Process Review.
          -----------------------

          The Parties acknowledge that the ordering process set forth in this
          Article 2 may require modification during the Dial-Up Access Term, and
          that in such event the Parties shall meet to discuss amending this
          Schedule to reflect any mutually agreed-upon modifications.

     2.7. Acceptance Testing and Final Acceptance.
          ---------------------------------------

          (a)  Acceptance Testing.  Dedicated Dial-Up Access Ports ordered
               ------------------
               hereunder will require acceptance testing by Customer as
               described in this Section.  Customer will have up to a
               [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment] business day period from the
               date

                              Schedule B - Page 4
<PAGE>

                            CONFIDENTIAL TREATMENT

               such Dedicated Dial-Up Access Ports are delivered to Customer
               (the "Dial-Up Acceptance Test Period") in which to perform any
               reasonable testing as Customer in its sole discretion deems
               appropriate to determine whether such Dedicated Dial-Up Access
               Ports conform to their applicable Acceptance Criteria (the "Dial-
               Up Acceptance Testing"). If such Dedicated Dial-Up Access Ports
               meet their applicable Acceptance Criteria, Customer will notify
               Vendor (by electronic mail) that such Dedicated Dial-Up Access
               Ports have received Final Acceptance pursuant to Subsection (c)
               of this Section. Dedicated Dial-Up Access Ports activated and
               accepted by Customer prior to the Effective Date in accordance
               with the Original Agreement will be deemed accepted for purposes
               of this Agreement.

          (b)  Failure to Satisfy Acceptance Criteria.
               --------------------------------------

               (i)    If Dedicated Dial-Up Access Ports fail to conform to their
                      Acceptance Criteria (each such failure a "Dial-Up
                      Nonconformity"), Customer will notify Vendor within the
                      Acceptance Test Period (by electronic mail), specifying
                      the nature of the failure in reasonable detail. Vendor
                      will remove rejected Dedicated Dial-Up Access Ports from
                      service pending further troubleshooting and corrective
                      action. At no additional charge to Customer, Vendor shall
                      use commercially reasonable efforts to repair, replace or
                      otherwise correct the Dial-Up Nonconformity (and any other
                      problems of which it has knowledge) as soon as reasonably
                      practicable after receiving notice from Customer so that
                      the Dedicated Dial-Up Access Ports meet the applicable
                      Acceptance Criteria.

               (ii)   Upon completion of such efforts and Vendor's re-release of
                      Dedicated Dial-Up Access Ports to Customer, Customer shall
                      have an additional [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment] business
                      day period to retest the re-delivered Dedicated Dial-Up
                      Access Ports to determine whether the previously reported
                      Dial-Up Nonconformity has been corrected and if such
                      Dedicated Dial-Up Access Ports otherwise then meet the
                      applicable Acceptance Criteria. This process will be
                      repeated as necessary until all Dial-Up Nonconformities
                      are corrected and such Dedicated Dial-Up Access Ports meet
                      the applicable Acceptance Criteria.

               (iii)  Notwithstanding Subsection (ii) above, if after [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment] attempts for curing Dial-Up
                      Nonconformities, Vendor has not delivered such Dedicated
                      Dial-Up Access Ports conforming to the applicable
                      Acceptance Criteria, then Customer may:

                      (1)   allow Vendor to continue to try to correct any Dial-
                            Up Nonconformities;

                      (2)   if mutually agreed upon by the Parties, accept such
                            Dedicated Dial-Up Access Ports in their
                            nonconforming condition and reduce Vendor's charges
                            for such Dedicated Dial-Up Access Ports by a
                            reasonable amount as mutually determined by the

                              Schedule B - Page 5
<PAGE>

                            Parties that shall reflect the reduced value of such
                            Dedicated Dial-Up Access Ports; or

                      (3)   (A) cancel, in whole or in part, at no cost or
                            liability to Customer the portion of the
                            corresponding Order that does not conform as of a
                            date specified in a written notice of cancellation
                            issued by Customer, and (B) so long as the Dial-Up
                            Nonconformities affect at least [*Material Omitted
                            and Separately Filed Under an Application for
                            Confidential Treatment] percent ([*Material Omitted
                            and Separately Filed Under an Application for
                            Confidential Treatment] %) of the Order, cancel, in
                            whole or in part, at no cost or liability to
                            Customer the unfilled portion of the corresponding
                            Order as of a date specified in a written notice of
                            cancellation issued by Customer. Customer shall have
                            no payment obligations to Vendor with respect to any
                            cancelled portion of an Order.

          (c)  Final Acceptance.  Dedicated Dial-Up Access Ports ordered by
               ----------------
               Customer shall be deemed to be accepted (such acceptance the
               "Final Acceptance") only upon the earlier of: (i) receipt by
               Vendor of written notice by Customer certifying that such
               Dedicated Dial-Up Access Ports conform to the applicable
               Acceptance Criteria; or (ii) the expiration of the Dial-Up
               Acceptance Testing Period for such Dedicated Dial-Up Access Ports
               without notice of rejection by Customer. Notwithstanding anything
               to the contrary herein, Final Acceptance of Dedicated Dial-Up
               Access Ports shall only occur in accordance with the terms of
               this Agreement. Use of Dedicated Dial-Up Access Ports for
               business, profit, or any other purpose before Final Acceptance
               shall not constitute Final Acceptance by Customer.

     2.8. Dial-Up Purchase Commitments.
          ----------------------------

          (a)  Dial-Up Purchase Commitments.
               ----------------------------

               The Monthly Targets for Customer's purchase commitments are set
               forth in Exhibit B-1.  The minimum commitments specified in
               Exhibit B-1 collectively, and as may be adjusted pursuant to the
               Agreement, shall be referred to as the "Dial-Up Purchase
               Commitment".  All Dedicated Dial-Up Access Ports ordered by
               Customer pursuant to an Order shall contribute to Customer's
               satisfaction of the Dial-Up Purchase Commitment.  Customer shall
               not be obligated to purchase any Dial-Up Access Services in
               excess of the Dial-Up Purchase Commitment (as such commitment may
               be adjusted pursuant to the Agreement).

          (b)  Application of Reductions in Purchase Commitments.
               -------------------------------------------------

               In the event that Customer is entitled to a reduction in the
               Dial-Up Purchase Commitment pursuant to the Agreement, each
               commitment described in Subsections (a), (b), (c), and (d) of
               Exhibit B-1 shall be reduced by the amount of such reduction.
               The Parties shall mutually agree upon a reasonable notification
               process with respect to reductions in the Dial-Up Purchase
               Commitment.

                              Schedule B - Page 6
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (c)  Substitution of Purchase Commitments Under International
               --------------------------------------------------------
               Agreements.
               ----------

               If Vendor offers Customer or Special Affiliates dial-up access
               services for provision outside of the United States (excluding
               Japan) at market competitive prices and terms:

               (i)  Customer will use commercially reasonable efforts to
                    encourage such Special Affiliates to purchase in the
                    aggregate for all such Special Affiliates [*Material Omitted
                    and Separately Filed Under an Application for Confidential
                    Treatment] Dial-Up Access Ports from Vendor or Vendor's
                    Affiliates at such market competitive prices and terms; and

               (ii) If as of [*Material Omitted and Separately Filed Under an
                    Application for Confidential Treatment] such Special
                    Affiliates have not ordered, committed to order or purchase,
                    or actually purchased, in the aggregate for all such Special
                    Affiliates, [*Material Omitted and Separately Filed Under an
                    Application for Confidential Treatment] Dial-Up Access Ports
                    from Vendor or Vendor's Affiliates at market competitive
                    prices and terms with durations of at least [*Material
                    Omitted and Separately Filed Under an Application for
                    Confidential Treatment] years, then Customer shall purchase
                    a number of Dedicated Dial-Up Access Ports under this
                    Agreement equal to the difference between [*Material Omitted
                    and Separately Filed Under an Application for Confidential
                    Treatment] Dedicated Dial-Up Access Ports and the actual
                    number of dial-up access ports that such Special Affiliates
                    in the aggregate ordered, committed to order or purchase, or
                    actually ordered from Vendor or Vendor's Affiliates as of
                    such date (as determined utilizing the Normalization
                    Methodology if applicable).  Notwithstanding the foregoing,
                    if (1) a Special Affiliate is offered services by a third
                    party similar to the Dial-Up Access Services ordered or
                    purchased pursuant to this Agreement at prices and terms
                    more competitive than those offered by Vendor or Vendor's
                    Affiliates to such Special Affiliate in a country in which
                    Vendor either has operations or has indicated an intent in
                    which to operate, (2) such Special Affiliate, in its sole
                    discretion, requests Vendor to provide Dial-Up Access
                    Services at prices and terms at least as favorable to
                    Special Affiliate as such prices and terms offered by such
                    third party, and (c) Vendor or Vendor's Affiliates declines
                    to provide such services at such prices and terms, then
                    Customer's obligation under this Subsection (c) shall be
                    reduced by the aggregate amount of Dial-Up Access Ports
                    purchased by such Special Affiliate from such third party.

3.   RELOCATION OF DIAL-UP ACCESS SERVICES

     Customer shall have the right to direct at any time a change in the
     location in which Dial-Up Access Services are provided within Existing
     Calling Areas (including a reallocation of Dedicated Dial-Up Access Ports
     among locations).  In the event that Customer provides Vendor with notice
     of such direction, Vendor shall comply with such direction within a
     reasonable time; provided, however, that (a) any additional reasonable
     costs incurred by Vendor, including any

                              Schedule B - Page 7
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

     reasonable service termination or service activation costs, will be
     reimbursed by Customer on an Out-of-Pocket Expenses basis, (b) with respect
     to Dial-Up Access Services, Customer shall not direct relocation of more
     than [*Material Omitted and Separately Filed Under an Application for
     Confidential Treatment] Dedicated Dial-Up Access Ports in any given
     calendar month; and (c) such relocation shall result in the same
     approximate weighted distribution of Dedicated Dial-Up Access Ports across
     Existing Calling Areas.

4.   RESALE OF DIAL-UP ACCESS SERVICES

          (a)  Unless otherwise agreed by Customer in writing:

               (i)  Each Dedicated Dial-Up Access Port shall be exclusively
                    available to Customer and its Special Affiliates to whom
                    Vendor is providing Dedicated Dial-Up Services; and

               (ii) Vendor shall not resell or offer to resell any Dedicated
                    Dial-Up Access Port ordered and accepted by Customer;

               provided however, that Vendor may continue to provide access, at
               current levels or levels that are lesser than current levels and
               consistent with Vendor's obligations under section 10 of the
               Original Agreement, as amended, with respect to (A) until (but no
               later than) January 31, 2000, Dedicated Dial-Up Access Ports
               (excluding the approximately [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment] rotaries)
               to those Vendor customers that are using such Dedicated Dial-Up
               Access Ports as of the Effective Date, and (B) until (but no
               later than) February 29, 2000, the approximately [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] rotaries to those Vendor customers that
               are using the same as of the Effective Date (such access "Resold
               Dial-Up Access"), subject to Vendor's payment to Customer of
               access royalties calculated pursuant to this Article 4.  At no
               time during the Peak Resale Window (as defined below) may access
               that Vendor is permitted to provide to customers pursuant to this
               Subsection (a) exceed [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment] percent
               ([*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment] %) of the Dedicated Dial-Up Access Port
               capacity that Vendor is required to provide pursuant to this
               Schedule B.

          (b)  Access royalties payable by Vendor pursuant to Subsection (a) of
               this Article 4 for Resold Dial-Up Access authorized pursuant to
               such Subsection (a) and occurring before January 1, 2000 shall be
               calculated as follows:

               (i)  For each of the first [*Material Omitted and Separately
                    Filed Under an Application for Confidential Treatment]
                    aggregate hours of Resold Dial-Up Access in a calendar
                    month, the applicable access royalty shall be [*Material
                    Omitted and Separately Filed Under an Application for
                    Confidential Treatment].

               (ii) For each of the first [*Material Omitted and Separately
                    Filed Under an Application for Confidential Treatment] hours
                    of Resold Dial-Up

                              Schedule B - Page 8
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                     Access in a calendar month in excess of the [*Material
                     Omitted and Separately Filed Under an Application for
                     Confidential Treatment] hours described in Subsection (i)
                     of this Subsection (b), the applicable access royalty shall
                     be [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment] cents ($[*Material
                     Omitted and Separately Filed Under an Application for
                     Confidential Treatment]) per hour per month.

               (iii) For each hour of Resold Dial-Up Access in a calendar month
                     in excess of the [*Material Omitted and Separately Filed
                     Under an Application for Confidential Treatment] aggregate
                     hours described in Subsections (i) and (ii) of this
                     Subsection (b), the applicable access royalty shall be
                     [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment] cents ($[*Material
                     Omitted and Separately Filed Under an Application for
                     Confidential Treatment]) per hour per month.

               The number of hours of Resold Dial-Up Access during the hours
               between 8:00 p.m. local time and midnight local time daily (such
               daily period the "Peak Resale Window") for Resold Dial-Up Access
               occurring before January 1, 2000 shall not exceed [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] %) of the aggregate number of hours of
               Resold Dial-Up Access, measured quarterly, except that the number
               of hours of Resold Dial-Up Access occurring before January 1,
               2000 during the Peak Resale Window shall not exceed [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] percent ([*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               %) for Dedicated Dial-Up Access Ports beyond [*Material Omitted
               and Separately Filed Under an Application for Confidential
               Treatment]. In the event that Vendor does not comply with such
               restriction, Vendor will pay Customer, in addition to the access
               royalties described above, an additional access royalty of
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment] cents ($[*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment]) per port
               per hour for each hour of Resold Dial-Up Access sold in violation
               of such restriction.

          (c)  Access royalties payable by Vendor pursuant to Subsection (a) of
               this Article 4 for Resold Dial-Up Access authorized pursuant to
               such Subsection (a) and occurring on or after January 1, 2000 but
               before or during February 29, 2000, for each hour of Resold Dial-
               Up Access shall be [*Material Omitted and Separately Filed Under
               an Application for Confidential Treatment] cents ($[*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment]) per hour per month. The number of hours
               of Resold Dial-Up Access during the Peak Resale Window for Resold
               Dial-Up Access occurring on or after January 1, 2000 but before
               February 29, 2000 shall not exceed [*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               percent ([*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] %) of the aggregate
               number of hours of Resold Dial-Up Access during such period,
               measured quarterly. In the event that Vendor does not comply with
               such restriction, Vendor will pay Customer, in addition to the
               access royalties described in this Subsection (c), an additional
               access royalty of [*Material Omitted and Separately Filed Under
               an Application for

                              Schedule B - Page 9
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               Confidential Treatment] cents ($[*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment]) per port
               per hour for each hour of Resold Dial-Up Access sold in violation
               of such restriction.

          (d)  For any Resold Dial-Up Access occurring in violation of
               Subsection (a) of this Article 4 with respect to the Vendor
               customers referenced in the proviso of such Subsection (a),
               Vendor shall pay Customer, as its sole and exclusive remedy, an
               amount equal to [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] dollars ($[*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment]) per port per hour for each hour of
               Resold Dial-Up Access in violation of Subsection (a) of this
               Article 4, and any such violation shall not be deemed to be a
               breach triggering a termination right under Section 13.1(a) of
               the Master Agreement. For any other resale of Dedicated Dial-Up
               Access Ports in violation of Subsection (a) of this Article 4,
               Vendor shall pay to Customer the [*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               per hour charge described in this Subsection, and such violation
               shall also be deemed a material breach entitling Customer to
               terminate the Agreement in accordance with Section 13.1(a) of the
               Master Agreement. Vendor shall promptly report to Customer any
               Resold Dial-Up Access occurring in violation of Subsection (a) of
               this Article 4.

          (e)  Promptly following the end of each of first three calendar months
               after the Effective Date (i.e., December, 1999, and January,
               February 2000), Vendor will provide Customer with a report
               summarizing the aggregate number of hours of Resold Dial-Up
               Access or other Services for such month and the corresponding
               access royalties, if any, payable by Vendor pursuant to this
               Article 4.

5.   TRANSITION PERIOD AND LIMITATION OF LIABILITY

     5.1. Transition Period.
          -----------------

          The Transition Period applicable to Dial-Up Access Services shall be
          equal to three months for each [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment] Dial-Up Access Ports
          existing as of the effective date of expiration, termination or
          cancellation (but in no event shorter than 12 months).

     5.2. Liability Restrictions.
          ----------------------

          (a)  Subject to Subsection (e) of this Section, the liability of
               Vendor to Customer for all damages arising out of or related to
               the Services provided under this Schedule will be limited to, and
               will not exceed, in the aggregate during any calendar year,
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment] percent ([*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               %) of the aggregate amounts paid to Vendor by Customer (excluding
               Out-of-Pocket Expenses) under this Schedule and the Original
               Agreement during the twelve (12) month period preceding the date
               of the event giving rise to such damages. Subject to Subsections
               (c) and (e) of this Section, the liability of Vendor to Customer
               for damages arising out of or related to Services provided under
               this Schedule caused by the acts or omissions of third parties
               beyond the reasonable control of

                             Schedule B - Page 10
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               Vendor will be further limited and will not exceed, in the
               aggregate during any calendar year, [*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               Dollars ($[*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]).

          (b)  By way of example and without limitation, in the event that four
               events occur in calendar year 2000, as described below, for which
               Vendor would have liability to Customer under Subsection (a) of
               this Section, then Vendor's liability to Customer for each such
               event would be as follows:

               (i)   An event in March 2000 that is not caused by the acts or
                     omissions of third parties causing Customer damages of $17
                     million, with the preceding twelve month amounts paid of
                     $350 million, the liability of Vendor to Customer for such
                     event would be $[*Material Omitted and Separately Filed
                     Under an Application for Confidential Treatment]; and

               (ii)  An event in June 2000 that is caused by the acts or
                     omissions of third parties beyond the reasonable control of
                     Vendor causing Customer damages of $12 million, with the
                     preceding twelve months amounts paid of $375 million, the
                     liability of Vendor to Customer for such event would be
                     $[*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment] subject to Vendor's
                     obligations set forth in Subsection (c) of this Section;
                     and

               (iii) An event in October 2000 that is not caused by the acts or
                     omissions of third parties causing Customer damages of $15
                     million, with preceding twelve month amounts paid of $400
                     million, the liability of Vendor to Customer for such event
                     would be $[*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]; and

               (iv)  An event in December 2000 that is caused by the acts or
                     omissions of third parties beyond the reasonable control of
                     Vendor causing Customer damages of $3 million, with the
                     preceding twelve months amounts paid of $425 million, the
                     liability of Vendor to Customer for such event would be
                     $[*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment] subject to Vendor's
                     obligations set forth in Subsection (c) of this Section.

          (c)  In the event of any liability of Vendor to Customer for damages
               arising out of or related to Services provided under this
               Schedule caused by the acts or omissions of third parties beyond
               the reasonable control of Vendor, then the Parties agree as
               follows:

               (i)   Vendor agrees to vigorously pursue the recovery of damages
                     against the third party causing the damage, including
                     through negotiations, dispute resolution, or both, to
                     maximize the damages recoverable against such third party;

                             Schedule B - Page 11
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (ii)  Vendor agrees to pass through to Customer any amounts that
                     Vendor actually recovers from such third party relating to
                     damages incurred in connection with Services provided to
                     Customer under this Schedule; and

               (iii) Customer agrees that in the event that Vendor has paid any
                     amounts to Customer pursuant to Subsection (a) of this
                     Section prior to the recovery of damages from a third
                     party, that Vendor may reduce the amount of recovery
                     received from such third party by the amount previously
                     paid to Customer in respect of such event causing the
                     damages.

               (iv)  Amounts recovered by Vendor from third parties shall first
                     be passed on to Customer until Customer's full damages are
                     satisfied.

          (d)  IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF
               WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), SHALL A PARTY
               BE LIABLE TO THE OTHER PARTY FOR INDIRECT OR CONSEQUENTIAL,
               EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES EVEN IF SUCH PARTY HAS
               BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

          (e)  The limitations set forth in Subsection (a) of this Section shall
               not apply with respect to (i) intentional breach by Vendor; (ii)
               damages occasioned by an intentional tort or the gross negligence
               of Vendor; (iii) damages occasioned by Vendor's breach of its
               obligations described in Article 11 (Confidentiality) of the
               Master Agreement, or (iv) claims subject to indemnification
               pursuant to this Agreement (such amounts paid by the indemnitee
               to third parties shall be deemed to be direct damages) other than
               claims subject to the indemnity set forth in Section 15(a) of the
               Master Agreement.

          (f)  Each Party shall have a duty to reasonably mitigate (i.e.,
               minimize) damages for which the other Party is responsible.

6.   DESCRIPTION OF DIAL-UP ACCESS SERVICES

     Dial-Up Access Services shall include the provision of Dial-Up Access and
     all associated fully managed, end-to-end network service functions
     including the following:

     6.1. General Requirements.
          --------------------

          (a)  Vendor shall provide, for each individual Existing Calling Area,
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment]. Customer shall be provided [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] prior to use by Vendor to provide the
               Services.

          (b)  Vendor shall acquire and manage [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment] utilized
               by Customer during the Term.

          (c)  Vendor shall provide [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment] including the
               following:

                             Schedule B - Page 12
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (i)   provision of [*Material Omitted and Separately Filed Under
                     an Application for Confidential Treatment];

               (ii)  resolution of [*Material Omitted and Separately Filed Under
                     an Application for Confidential Treatment];

               (iii) support of [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]; and

               (iv)  maintenance of [*Material Omitted and Separately Filed
                     Under an Application for Confidential Treatment].

          (d)  In the event that Customer requests a change to its access
               method(s), hub architecture, or network bandwidth from that which
               is described in this Schedule B (other than a request for
               increased throughput priced pursuant to Section 8.1(c) of this
               Schedule B), Vendor will provide Customer with Vendor's proposed
               increase, if any, to the prices set forth in this Schedule B. To
               the extent that Customer accepts such proposal, Vendor shall
               provide the Dial-Up Access Services in accordance with the
               requested change and Vendor's proposal to the extent accepted by
               Customer.

          (e)  Vendor will utilize GNI for delivery of data traffic to
               Customer's data centers; provided that, [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment]. The Parties agree to establish [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment].

     6.2. Network Engineering.
          -------------------

          Vendor agrees to provide network engineering to address operational
          and long-term planning issues.

     6.3. Operations.
          ----------

          Vendor will provision, staff, and operate a NOC (currently in
          Columbia, Maryland) with dedicated support for Customer and a backup
          NOC at a separate location (such backup NOCs currently located in
          Chantilly, Virginia). The scope of this task will include the
          following Vendor support services for the network:

          (a)  Operation of the NOC and [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment];

          (b)  Operation of all NOC equipment [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment];

          (c)  Coordination of the [*Material Omitted and Separately Filed Under
               an Application for Confidential Treatment]:

               (i)   Initiation of a [*Material Omitted and Separately Filed
                     Under an Application for Confidential Treatment];

                             Schedule B - Page 13
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (ii)  Upon arrival of the [*Material Omitted and Separately Filed
                     Under an Application for Confidential Treatment];

               (iii) Upon notification to the [*Material Omitted and Separately
                     Filed Under an Application for Confidential Treatment]; and

               (iv)  Upon restoration of service by the [*Material Omitted and
                     Separately Filed Under an Application for Confidential
                     Treatment];

          (d)  Initiation of [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment];

          (e)  Utilization of [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]:

               (i)   [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (ii)  Measurements of the [*Material Omitted and Separately Filed
                     Under an Application for Confidential Treatment];

               (iii) Monitoring and recording the [*Material Omitted and
                     Separately Filed Under an Application for Confidential
                     Treatment]; and

               (iv)  Accounting for the [*Material Omitted and Separately Filed
                     Under an Application for Confidential Treatment];

          (f)  Providing [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]:

               (i)   Supporting [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (ii)  Ensuring that [*Material Omitted and Separately Filed Under
                     an Application for Confidential Treatment];

               (iii) Identifying and tracking [*Material Omitted and Separately
                     Filed Under an Application for Confidential Treatment];

               (iv)  Supporting the [*Material Omitted and Separately Filed
                     Under an Application for Confidential Treatment];

               (v)   Providing [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]; and

               (vi)  Maintaining [*Material Omitted and Separately Filed Under
                     an Application for Confidential Treatment].

          (g)  Performing [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment];

                             Schedule B - Page 14
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (h)  Providing [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment];

          (i)  Maintaining and providing [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment];

          (j)  Maintaining an [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment];

          (k)  Acting as Customer's agent in [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment];

          (l)  Using [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment];

          (m)  Providing [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment];

          (n)  Providing a [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment];

          (o)  Subject to Section 8.5(a) of this Schedule B, delivering the
               following reports to Customer-designated representatives:

               (i)   [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (ii)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iii) [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iv)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (v)   [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]; and

               (vi)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               Customer may request additional reports that assist in improving
               the quality of the Vendor Network and Customer's networks. Vendor
               will provide these additional reports, or the raw data, subject
               to technical reasonableness.

     6.4. Network Support Organization.
          ----------------------------

          Vendor shall structure the provision of Services in a manner that will
          enable Vendor to rapidly build out its networks and deliver quality
          Services.

                             Schedule B - Page 15
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (a)  Program Management: Vendor's program management group shall
               ------------------
               responsible for the management of the Services as a whole. The
               program management team shall be led by a program executive who
               has direct and immediate access to the senior management of
               Vendor and a program manager who reports to such program
               executive. The program management team shall be (i) the primary
               point of contact between Vendor and Customer and shall coordinate
               the activity of all functional groups within Vendor and (ii)
               responsible for project and financial management of the Services.

          (b)  Engineering: Vendor shall maintain an network engineering group
               -----------
               that shall handle the technical aspects of the Services,
               resolution of problems escalated by the NOC, planning for future
               network expansion, and improvement of performance and process.
               Such engineering group shall interact directly with Customer and
               the NOC.

          (c)  Deployment: Vendor shall maintain a deployment team consisting of
               ----------
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (d)  Operations: Vendor's NOC shall handle the operation and
               ----------
               maintenance of the Vendor Network. The NOC will be connected to
               Customer's central facilities, including a direct telephone link
               to the Customer operations center. The NOC's monitoring
               capability shall be set up to detect and correct most network
               problems before they are visible to Customer or its customers.

     6.5. Other Services.
          --------------

          (a)  The NOC shall direct maintenance activities based on input from
               the monitoring systems and Customer. Vendor shall handle a large
               majority of [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment].

          (b)  Vendor agrees not to restrict Customer's [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment].

          (c)  The Parties shall use commercially reasonable efforts to
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (d)  Vendor shall announce [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment].

          (e)  Vendor shall reasonably coordinate with Customer regarding any
               maintenance activity.

     6.6. Telephone Numbers Used to Provide Dial-Up Access Services.
          ---------------------------------------------------------

          (a)  Upon (i) the request of Customer from time to time, (ii)
               expiration of the Agreement or Schedule B of the Agreement, or
               (iii) any termination of the Agreement or Schedule B of the
               Agreement, Vendor shall provide Customer with a complete listing
               of telephone numbers used to provide Dial-Up Access Services.
               Ownership of such telephone number shall be governed by the
               Master

                             Schedule B - Page 16
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                    Agreement. Vendor shall not provide such telephone numbers
                    for use by Vendor (except to the extent necessary for Vendor
                    to provide the Dial-Up Access Services) or any third party
                    (other than third parties designated by Customer from time
                    to time) without prior written permission from Customer.

               (b)  For each telephone number to a Dial-Up Access Port equipment
                    location, and upon the decommissioning of corresponding
                    Dial-Up Access Services and upon the expiration or
                    termination of this Schedule B or the Agreement:

                    (i)    If such telephone number is provided by Vendor or an
                           Affiliate of Vendor, Vendor shall, to the extent
                           legally permitted to do so, obtain the rights
                           necessary for Customer or a designee of Customer to
                           utilize such telephone number to provide services
                           upon any expiration or termination of this Schedule
                           B; and

                    (ii)   If such telephone number is provided by an entity
                           other than by Vendor or an Affiliate of Vendor, then
                           Vendor shall use commercially reasonable efforts to
                           obtain the rights necessary for Customer or a
                           designee of Customer to utilize such telephone number
                           to provide services upon any expiration or
                           termination of this Schedule B.

               (c)  Vendor shall provide Customer with no less than thirty (30)
                    days advance written notice before it changes any telephone
                    number to a Dial-Up Access Port equipment location.  Vendor
                    shall not utilize any new telephone number to provide Dial-
                    Up Access Services until Customer has accepted such
                    telephone number in the manner described in Section 2.7 of
                    this Schedule B.  In the event of any such change, (i)
                    Vendor shall provide Dial-Up Access Services using both the
                    original telephone number and the new telephone number for a
                    minimum of seven (7) calendar days after acceptance by
                    Customer of the new number, and (ii) the total number of
                    Dedicated Dial-Up Access Ports utilized for both telephone
                    numbers shall at all times be equal to or greater than the
                    total number of Dedicated Dial-Up Access Ports utilized for
                    the original telephone number.

7.   SERVICE LEVELS FOR DIAL-UP ACCESS SERVICES

     This Article 7 sets forth the Service Levels that Vendor is required to
     meet or exceed pursuant to Article 7 of the Master Agreement, certain
     remedies for Vendor's failure to achieve the Service Levels, as well as
     terms and conditions with respect to Service Level reporting and
     adjustment.  For each of the Service Levels set forth in this Article 7,
     scheduled maintenance by Vendor (or a third party) coordinated with
     Customer pursuant to Section 6.5(a) of this Schedule B will be excluded
     from the Service Level performance calculations.

     7.1. Service Levels.
          --------------

          Dial-Up Access Services provided under the Agreement shall be
          implemented with redundancy.  In addition, any Dial-Up Access Port
          equipment locations in which Vendor provides Services [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment].

          (a)  Vendor Network Availability.
               ---------------------------


--------------------------------------------------------------------------------
                             Schedule B - Page 17
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (i)    "Network Availability" shall mean the percentage of the
                      time that [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment].

               (ii)   The Service Level applicable to Network Availability shall
                      be as follows: Network Availability for each calendar
                      month shall exceed [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment] percent
                      ([*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment] %). Vendor's
                      performance relative to such Service Level shall be
                      reported by Vendor on a monthly basis for each calendar
                      month.

               (iii)  In the event that Network Availability is below [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment] percent ([*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment] %) as measured in [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment] such event shall constitute a material breach
                      of the Agreement.

          (b)  [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

               (i)    [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment] for any day of a
                      calendar month is calculated as (A) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment], divided by (B) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment].

               (ii)   The Service Level applicable to [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment] shall be as follows: [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment]. Customer will provide reporting to Vendor
                      summarizing Vendor's performance with respect to this
                      Service Level.

               (iii)  In the event that Vendor fails to meet the Service Level
                      corresponding to [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment] In the
                      event that Vendor fails to meet the Service Level
                      corresponding to [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment]. Vendor
                      shall be relieved of its obligation to meet the Service
                      Level applicable to [*Material Omitted and Separately
                      Filed Under an Application for Confidential Treatment] to
                      the extent that such failure is caused by a significant
                      change in the [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment] over the
                      same period.

          (c)  Call Blocking.
               -------------


--------------------------------------------------------------------------------
                             Schedule B - Page 18
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (i)    "Call Blocking Event" [*Material Omitted and Separately
                      Filed Under an Application for Confidential Treatment].
                      Vendor shall provide to Customer reporting each calendar
                      day of each calendar month showing the [*Material Omitted
                      and Separately Filed Under an Application for Confidential
                      Treatment]. Using such reporting and other information,
                      [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment].

               (ii)   The Service Level applicable to Call Blocking Events shall
                      be as follows: [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment]. Vendor's
                      performance relative to such Service Level shall be
                      reported by Customer on a monthly basis for each calendar
                      month.

               (iii)  In the event that the Vendor does not satisfy the Service
                      Level set forth in Subsection (ii) of this Subsection (c)
                      [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment], then Customer, as
                      its sole and exclusive remedy, shall [*Material Omitted
                      and Separately Filed Under an Application for Confidential
                      Treatment] equal to (A) [*Material Omitted and Separately
                      Filed Under an Application for Confidential Treatment],
                      multiplied by (B) [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment].

          (d)  Training Failure Event Percentage.
               ---------------------------------

               (i)    "Training Failure Event" means, [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment]. "Training Failure Event Percentage" [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment] means (A) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment], divided by (B) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment].

               (ii)   The Service Level applicable to Training Failure Event
                      Percentage shall be as follows: [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment].

          (e)  Ineffective Call Percentage.
               ---------------------------

               (i)    "Ineffective Call Percentage" means, for any calendar
                      month, the amount calculated as (A) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment], divided by (B) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment].

               (ii)   The Service Level applicable to Ineffective Call
                      Percentage shall be as follows: Ineffective Call
                      Percentage for each calendar month shall not exceed
                      [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment] percent
                      ([*Material Omitted and Separately Filed Under an
                      Application for Confidential


--------------------------------------------------------------------------------
                             Schedule B - Page 19
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                      Treatment] %). Vendor's performance relative to such
                      Service Level shall be reported by Vendor on a daily
                      basis.

          (f)  Customer Reported Problems.
               --------------------------

               (i)    "Customer Reported Problem" means [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment]. "Customer Reported Problem Average" for any
                      calendar month means [*Material Omitted and Separately
                      Filed Under an Application for Confidential Treatment].

               (ii)   The Service Level applicable to Customer Reported Problem
                      Average shall be as follows: The Customer Reported Problem
                      Average for each calendar month of the Term shall be less
                      than the [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment]. Vendor's
                      performance relative to such Service Level shall be
                      reported by Customer on a monthly basis for each calendar
                      month.

          (g)  Monthly Abnormal Disconnect Percentage.
               --------------------------------------

               (i)    "Daily Abnormal Disconnect Percentage" means, for each
                      calendar day of the Term, the amount calculated as (A)
                      [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment], divided by (B)
                      [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment]. "Monthly Abnormal
                      Disconnect Percentage" means, for each calendar month of
                      the Term, the amount calculated as (x) [*Material Omitted
                      and Separately Filed Under an Application for Confidential
                      Treatment], divided by (y) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment].

               (ii)   The Service Level applicable to Monthly Abnormal
                      Disconnect Percentage shall be as follows: Monthly
                      Abnormal Disconnect Percentage during a calendar month
                      shall be less than [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment]
                      percentage points above the corresponding [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment] for such month. Vendor's
                      performance relative to such Service Level shall be
                      reported by Customer on a monthly basis for each calendar
                      month.

               (iii)  In the event that Vendor fails to meet the Service Level
                      corresponding to Monthly Abnormal Disconnect Percentage
                      [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment]. In the event that
                      Vendor fails to meet the Service Level corresponding to
                      Monthly Abnormal Disconnect Percentage by [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment]. Vendor shall be relieved of its
                      obligation to meet the Service Level applicable to Monthly
                      Abnormal Disconnect Percentage to the extent


--------------------------------------------------------------------------------
                             Schedule B - Page 20
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                      that [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment].

          (h)  Packet Loss Percentage.
               ----------------------

               (i)    "Packet Loss Percentage" means, for a calendar month, the
                      quantity calculated as (A) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment], divided by (B) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment].

               (ii)   The Service Level applicable to Packet Loss Percentage
                      shall be as follows: Packet Loss Percentage for each
                      calendar month of the Term shall be less than [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment] percent ([*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment] %) for such month. Vendor's performance
                      relative to such Service Level shall be reported by Vendor
                      on a monthly basis.

          (i)  Latency.
               -------

               (i)    "Latency" means [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment].

               (ii)   The Service Level applicable to Latency shall be as
                      follows: Average Latency for a calendar month shall be
                      less than [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment] for such month.
                      Vendor's performance relative to such Service Level shall
                      be reported by Customer on a monthly basis for each
                      calendar month.

          (j)  Time to Respond and Time to Restore Service Levels.
               --------------------------------------------------

               (i)    "Time to Respond" means the elapsed time between (i) the
                      time that [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment], until (ii) the
                      moment that [*Material Omitted and Separately Filed Under
                      an Application for Confidential Treatment]. "Mean Time to
                      Respond" for a calendar month shall mean the average of
                      all times corresponding to Time To Respond during such
                      calendar month. "Time to Restore" means the elapsed time
                      between (i) the time that [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment], until (ii) the moment that [*Material Omitted
                      and Separately Filed Under an Application for Confidential
                      Treatment]. "Mean Time to Restore" for a calendar month
                      shall mean the average of all times corresponding to Time
                      To Repair during such calendar month. "Mean Maximum Time
                      to Restore" for a calendar month shall mean the [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment].


--------------------------------------------------------------------------------
                             Schedule B - Page 21
<PAGE>

                        CONFIDENTIAL TREATMENT REQUESTED

               (ii)   The Service Levels applicable to Mean Time to Respond and
                      Mean Time to Restore shall be as follows:

                      (1)     Mean Time to Respond for each calendar month shall
                              be less than [*Material Omitted and Separately
                              Filed Under an Application for Confidential
                              Treatment] minutes;

                      (2)     Mean Time to Restore for each calendar month shall
                              be less than or equal to [*Material Omitted and
                              Separately Filed Under an Application for
                              Confidential Treatment] minutes;

                      (3)     Mean Maximum Time to Restore for each calendar
                              month shall be less than [*Material Omitted and
                              Separately Filed Under an Application for
                              Confidential Treatment] hours.

                      Vendor's performance relative to the foregoing Service
                      Levels shall be reported by Vendor on a monthly basis for
                      each calendar month.

     7.2. Failure to Perform.
          ------------------

          If Vendor fails to meet any Service Level, Vendor shall (a) promptly
          notify Customer of such failure (unless Customer first discovered and
          notified Vendor of such failure), (b) investigate and report on the
          causes of the failure; (c) advise Customer, as and to the extent
          requested by Customer, of the status of remedial efforts being
          undertaken with respect to such failure; (d) take commercially
          reasonable efforts to correct the failure, and begin meeting the
          Service Levels; and (e) take appropriate preventive measures to
          minimize the likelihood of the failure recurring.  Notwithstanding the
          foregoing, Vendor's failure to use commercially reasonable efforts to
          meet or correct Service Level failures with respect to the [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment] in and of itself shall not constitute a breach of the
          Agreement.  With respect to those Service Levels for which Vendor's
          performance is measured against [*Material Omitted and Separately
          Filed Under an Application for Confidential Treatment], Vendor shall
          not be deemed in breach of such Service Levels to the extent that
          Customer uses [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

     7.3. Reporting.
          ---------

          Vendor shall provide Customer with the following reports, in a
          detailed format reasonably satisfactory to Customer:

          (a)  Usage Reports, including:

               (i)    Daily reports on [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment]; and

               (ii)   Daily reports on [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment]; and

          (b)  Daily reports on [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment].


--------------------------------------------------------------------------------
                             Schedule B - Page 22
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          In addition, upon Customer's request, Vendor shall provide Customer
          with [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment].  In addition, [*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment],
          Vendor shall provide to Customer a daily report [*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment].  In
          the event of a Network outage, Vendor will [*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment].

     7.4. Meetings.
          --------

          Vendor and Customer shall hold weekly meetings at Customer's site or
          via telephone conference call (unless otherwise requested by Customer)
          to assess Vendor's performance under this Schedule B.  During
          emergency situations, meetings will be held at least on a daily basis.

     7.5. Periodic Review of Service Levels.
          ---------------------------------

          As requested by Customer or Vendor, Customer and Vendor shall review
          the Service Levels described in this Schedule B and shall make
          mutually agreed-upon adjustments to them as appropriate to reflect
          performance capabilities associated with advances in the technology
          and methods used to provide the Dial-Up Access Services.

8.   PRICING

     This Article 8 describes the methodologies for calculating the charges
     under this Schedule B and relating pricing terms and conditions.  The
     charges calculated pursuant to this Schedule B, and any other charges
     expressly set forth in the Master Agreement, shall fully compensate Vendor
     for the provision of the Dial-Up Access Services.

     8.1. Pricing for Dial-Up Access Services.
          -----------------------------------

          (a)  Monthly EDAP Charge.
               -------------------

               (i)    The monthly recurring charge (such charge, as may be
                      adjusted pursuant to the Agreement, the "Monthly EDAP
                      Charge") for one (1) Dedicated Dial-Up Access Port
                      corresponding to the first [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment] Dedicated Dial-Up Access Ports of the Dial-Up
                      Purchase Commitment only (such port an "Existing Dedicated
                      Dial-Up Access Port") shall be set at the Existing DAP
                      Market Price, as set forth in Exhibit B-2, and shall be
                      automatically reduced according to the schedule set forth
                      in Exhibit B-2. In addition, the Monthly EDAP Charge may
                      be further reduced as provided in this Article 8 of this
                      Schedule B. The Parties acknowledge that the Monthly EDAP
                      Charge described in the first sentence of Article 2 of
                      Exhibit B-2 shall apply [*Material Omitted and Separately
                      Filed Under an Application for Confidential Treatment] and
                      Vendor shall provide Customer with a refund of any amounts
                      paid for the corresponding Dial-Up Access Services in
                      excess of such price under the Original Agreement.

--------------------------------------------------------------------------------
                             Schedule B - Page 23
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (ii)   Following a review of the applicable leases (but in no
                      event later than 45 days after the Effective Date), Vendor
                      shall inform Customer as to the extent to which it desires
                      to (1) assume the operating leases for certain modems,
                      racks and cables for the Existing Dedicated Dial-Up Access
                      Ports leased by Customer (collectively the "Leased
                      Items"), and (2) purchase certain modems, racks and cables
                      for the Existing Dedicated Dial-Up Access Ports owned by
                      Customer (collectively, the "Owned Items"). To the extent
                      that the Parties agree, the Parties shall enter into an
                      amendment under which (A) Vendor shall assume the
                      operating leases for the Leased Items, subject to the
                      terms of such leases and to the rights of third parties in
                      such Leased Items, and (B) Customer shall pass to Vendor
                      title for the Owned Items pursuant to economic terms to be
                      mutually agreed upon, subject to Customer's rights in such
                      equipment. Such amendment shall reflect that, with respect
                      to Vendor's assumption of the leases of the Leased Items,
                      Customer will, on a pass-through expense basis (i.e.,
                      without markup), pay leasing costs as and when required
                      under the terms of the leases for the Leased Items. Such
                      amendment shall also reflect that any cost savings
                      achieved by Vendor with respect to leasing and capital
                      costs for the Leased Items will be shared equally between
                      Customer and Vendor. If Vendor decides not to assume the
                      leases for the Leased Items, the rights and obligations of
                      the Parties with respect to the Leased Items shall be as
                      described in the Original Agreement. If Vendor decides not
                      to purchase the Owned Items, Customer shall continue to
                      bear the actual capital costs of the Owned Items in
                      accordance with the terms of the Original Agreement.

          (b)  Monthly DAP Charge.
               ------------------

               The monthly recurring charge (such charge, as may be reduced
               pursuant to the Agreement,  the "Monthly DAP Charge") for one (1)
               Dedicated Dial-Up Access Port other than an Existing Dedicated
               Dial-Up Access Port shall be set at the DAP Initial Market Price,
               as set forth in Exhibit B-2, and shall be automatically reduced
               according to the schedule set forth in Exhibit B-2.  In addition,
               the Monthly DAP Charge may be further reduced as provided in this
               Article 8 of Schedule B.  The Monthly DAP Charge shall fully
               compensate Vendor for the provision of the corresponding Dial-Up
               Access Services (including all capital costs of providing the
               corresponding Dial-Up Access Services (excluding hub routers
               resident at Customer's data centers)).

          (c)  Additional Bandwidth.
               --------------------

               For each additional [*Material Omitted and Separately Filed Under
               an Application for Confidential Treatment] bps of average
               bandwidth available at peak per user outbound (and [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] bps inbound) per Dedicated Dial-Up Access
               Port that Customer requests Vendor to provide hereunder, Vendor
               shall provide such additional bandwidth at a charge to Customer
               that is no greater than [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment] ($[*Material
               Omitted and Separately Filed Under an Application for
               Confidential

--------------------------------------------------------------------------------
                             Schedule B - Page 24
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               Treatment]) per Dedicated Dial-Up Access Port per month for each
               additional [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] bps of such bandwidth.

     8.2. Decommissioning of Dedicated Dial-Up Access Ports.
          -------------------------------------------------

          (a)  Beginning [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment], Customer may
               decommission Dedicated Dial-Up Access Ports that either
               contribute to the satisfaction of the Dial-Up Purchase Commitment
               or to Customer's satisfaction of its obligation described in
               Section 2.8(c)(ii) of this Schedule B, 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)   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 Subsection (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 Subsection (a) causes the aggregate
                      number of Dial-Up Access Ports to fall below [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment] of the number of Dedicated Dial-Up
                      Access Ports comprising the Dial-Up Purchase Commitment,
                      then Vendor may, upon six months' prior notice to
                      Customer, [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment], Vendor shall
                      provide Transition Assistance pursuant to Section 13.4 of
                      the Master Agreement.

          (b)  Customer may decommission any Dedicated Dial-Up Access Ports
               other than those to which Subsection (a) of this Section applies
               (including (A) any Dedicated Dial-Up Access Ports ordered at any
               time for delivery after [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment], and (B) any
               Dedicated Dial-Up Access Ports ordered in excess of those
               necessary to satisfy the Dial-Up Purchase Commitment), without
               liability and as of a decommissioning date specified by Customer
               upon one hundred twenty (120) days' prior written notice to
               Vendor; provided, however, that Customer may decommission
               Dedicated Dial-Up Access Ports pursuant this Subsection 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 (b).

          (c)  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


--------------------------------------------------------------------------------
                             Schedule B - Page 25
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               decommissioning date of which Customer provides Vendor with
               notification pursuant to this Schedule B.

     8.3. Adjustments to Pricing for Dial-Up Access Services.
          --------------------------------------------------

          (a)  New Dial-Up Market Price.
               ------------------------

               (i)     Definitions.

                      (1)     "New Dial-Up Market Price" for any Dial-Up Access
                              shall mean the price [*Material Omitted and
                              Separately Filed Under an Application for
                              Confidential Treatment]. To calculate the New
                              Dial-Up Market Price pursuant to this Subsection,
                              the price [*Material Omitted and Separately
                              Filed Under an Application for Confidential
                              Treatment].

                      (2)     "Dial-Up Market Vendor" shall mean a vendor (not
                              including a Special Affiliate) that at any time
                              [*Material Omitted and Separately Filed Under an
                              Application for Confidential Treatment]. For the
                              purpose of this Subsection, Special Affiliate
                              shall only be deemed to include Subsections (i)
                              and (ii) of the definition of "Special Affiliate"
                              in Schedule A.

               (ii)   Notification Process.

                      Customer may provide Vendor with notice at any time of a
                      New Dial-Up Market Price (each such notice, a "New Dial-Up
                      Market Price Notice" and the date of such notice as
                      determined pursuant to Section 16.4 of the Master
                      Agreement, the "New Dial-Up Market Price Notice Date").
                      Each New Dial-Up Market Price Notice will contain (A) the
                      New Dial-Up Market Price calculation and [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment], and (B) [*Material Omitted and
                      Separately Filed Under an Application for Confidential
                      Treatment]. No later than thirty (30) calendar days after
                      the New Dial-Up Market Price Notice Date corresponding to
                      a New Dial-Up Market Price Notice, Vendor will respond to
                      Customer by notifying Customer in writing whether it will:

                      (1)     accept the validity of the proposed New Dial-Up
                              Market Price and reduce prices to the applicable
                              New Dial-Up Market Price in accordance with
                              Subsection (iii) of this Subsection (a),

                      (2)     accept the validity of the proposed New Dial-Up
                              Market Price and decline to reduce prices to the
                              New Dial-Up Market Price in accordance with the
                              corresponding New Dial-Up Market Price Notice, or

                      (3)     dispute the validity of the proposed New Dial-Up
                              Market Price.


--------------------------------------------------------------------------------
                             Schedule B - Page 26
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                      (each a "New Dial-Up Market Price Response"). Vendor shall
                      not unreasonably dispute the validity of a proposed New
                      Dial-Up Market Price.

               (iii)  Reduction Process.

                      In the event Vendor accepts a proposed New Dial-Up Market
                      Price pursuant to clause (1) of Subsection (ii) of this
                      Subsection (a), then:

                      (1)     Effective as of the Incremental New Ports MP
                              Change Date, the Monthly DAP Charge [*Material
                              Omitted and Separately Filed Under an Application
                              for Confidential Treatment], and with respect to
                              such New Ports, Vendor will, if requested by
                              Customer, [*Material Omitted and Separately Filed
                              Under an Application for Confidential Treatment].

                      (2)     Effective as of the All New Ports MP Change Date,
                              the Monthly DAP Charge [*Material Omitted and
                              Separately Filed Under an Application for
                              Confidential Treatment], and with respect to such
                              New Ports, Vendor will, if requested by Customer,
                              [*Material Omitted and Separately Filed Under an
                              Application for Confidential Treatment].

                      (3)     Effective as of the Base Port MP Change Date, the
                              Monthly EDAP Charge [*Material Omitted and
                              Separately Filed Under an Application for
                              Confidential Treatment], and with respect to such
                              New Ports and Existing Dial-Up Access Ports,
                              Vendor will, if requested by Customer, [*Material
                              Omitted and Separately Filed Under an Application
                              for Confidential Treatment].

                      Notwithstanding the foregoing:

                      (4)     If Vendor accepts the validity of a proposed New
                              Dial-Up Market Price and reduces prices to the
                              applicable New Dial-Up Access Market Price in a
                              given calendar year, then Vendor shall not be
                              obligated to provide Customer with any additional
                              New Dial-Up Market Price Response with respect to
                              any New Dial-Up Market Price Notice for which the
                              corresponding New Dial-Up Market Price Effective
                              Date occurs in such calendar year.

                      (5)     Vendor shall not be obligated to [*Material
                              Omitted and Separately Filed Under an Application
                              for Confidential Treatment]. For example, if the
                              [*Material Omitted and Separately Filed Under an
                              Application for Confidential Treatment], then
                              Vendor will only be obligated to [*Material
                              Omitted and Separately Filed Under an Application
                              for Confidential Treatment]. If during the
                              following month [*Material Omitted and Separately
                              Filed Under an Application for Confidential
                              Treatment], then Vendor will be


--------------------------------------------------------------------------------
                             Schedule B - Page 27
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                              obligated to [*Material Omitted and Separately
                              Filed Under an Application for Confidential
                              Treatment].

                      (6)     Vendor shall not be obligated to [*Material
                              Omitted and Separately Filed Under an Application
                              for Confidential Treatment].

                      (7)     [*Material Omitted and Separately Filed Under an
                              Application for Confidential Treatment].

               (iv)   Decommissioning Process.

                      If Vendor declines to reduce the Monthly DAP Charge or the
                      Monthly EDAP Charge to the New Dial-Up Market Price
                      pursuant to clause (2) of Subsection (ii) of this
                      Subsection (a), then Customer may, in its sole discretion,
                      do either or both of the following: (A) terminate the
                      Dial-Up Purchase Commitment, and (B) decommission
                      Dedicated Dial-Up Access Ports, subject to the following
                      restrictions:

                      (1)     Customer will provide [*Material Omitted and
                              Separately Filed Under an Application for
                              Confidential Treatment] 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;

                      (2)     Customer may only decommission a number of
                              Dedicated Dial-Up Access Ports no greater than the
                              number of [*Material Omitted and Separately Filed
                              Under an Application for Confidential Treatment].

                      (3)     The effective date of decommission applicable to a
                              Existing Dial-Up Access Port shall not be earlier
                              than [*Material Omitted and Separately Filed Under
                              an Application for Confidential Treatment].

                      (4)     The decommissioning of Dedicated Dial-Up Access
                              Ports pursuant to this Subsection (iv) shall
                              result in the same approximate weighted
                              distribution of Dedicated Dial-Up Access Ports
                              across Existing Calling Areas.

                      (5)     The right to decommission arising from any
                              particular New Dial-Up Market Price Notice shall
                              cease, on a prospective basis if and when Vendor
                              delivers a New Dial-Up Market Price Response, in
                              response to a later New Dial-Up Market Price
                              Notice, accepting a proposed New Dial-Up Market
                              Price pursuant to clause (1) of Subsection (ii) of
                              this Subsection (a).

               (v)    Dispute Resolution Process.

                      If Vendor reasonably disputes the validity of the New
                      Dial-Up Market Price pursuant to clause (3) of Subsection
                      (ii) of this Subsection (a), then

--------------------------------------------------------------------------------
                             Schedule B - Page 28
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                      each Party shall promptly escalate to the senior-executive
                      level all efforts by such Party to resolve such dispute.

               (vi)   Example.

                      For example:

                      (1)     If Customer provides Vendor with [*Material
                              Omitted and Separately Filed Under an Application
                              for Confidential Treatment].

                      (2)     Pursuant to [*Material Omitted and Separately
                              Filed Under an Application for Confidential
                              Treatment].

                      (3)     Pursuant to [*Material Omitted and Separately
                              Filed Under an Application for Confidential
                              Treatment].

                      (4)     Pursuant to [*Material Omitted and Separately
                              Filed Under an Application for Confidential
                              Treatment].

                      (5)     If Customer provides [*Material Omitted and
                              Separately Filed Under an Application for
                              Confidential Treatment], Vendor would be obligated
                              to [*Material Omitted and Separately Filed Under
                              an Application for Confidential Treatment]. Such
                              obligation would not be contrary to [*Material
                              Omitted and Separately Filed Under an Application
                              for Confidential Treatment] (a), because the
                              [*Material Omitted and Separately Filed Under an
                              Application for Confidential Treatment]. If Vendor
                              accepts [*Material Omitted and Separately Filed
                              Under an Application for Confidential Treatment],
                              Vendor would, if requested by Customer, [*Material
                              Omitted and Separately Filed Under an Application
                              for Confidential Treatment], Vendor will, if
                              requested by Customer, [*Material Omitted and
                              Separately Filed Under an Application for
                              Confidential Treatment].

          (b)  [*Material Omitted and Separately Filed Under an Application for
                 --------------------------------------------------------------
               Confidential Treatment].
               ----------------------

               (i)    As long as the aggregate number of Dial-Up Access Ports
                      then being purchased or ordered by Customer exceeds that
                      of any other customer of Vendor, Vendor shall not provide
                      dial-up access services that are Comparable Dial-Up
                      Services to any other Applicable DUP Purchaser (1)
                      [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment], or (2) [*Material
                      Omitted and Separately Filed Under an Application for
                      Confidential Treatment]. As of the Effective Date, Vendor
                      acknowledges that [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment]. In the
                      event that the [*Material Omitted and Separately Filed
                      Under an Application for Confidential Treatment], Vendor
                      shall provide Customer with written notification of such
                      event within


--------------------------------------------------------------------------------
                             Schedule B - Page 29
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                thirty (30) calendar days of the occurrence of such event. For
                the purposes of this Subsection, [*Material Omitted and
                Separately Filed Under an Application for Confidential
                Treatment]. "Applicable DUP Purchaser" shall mean any party
                (including any Vendor Affiliate that resells Dial-Up Access
                purchased from Vendor or another Vendor Affiliate) that is
                obligated to purchase, that actually purchases, or that seeks to
                purchase from Vendor or its Affiliates Dial-Up Access at any
                time equivalent to more than [*Material Omitted and Separately
                Filed Under an Application for Confidential Treatment] Dial-Up
                Access Ports.

          (ii)  As long as the aggregate number of Dial-Up Access Ports then
                being purchased or ordered by Customer exceeds that of any other
                customer of Vendor, to the extent that Vendor provides
                [*Material Omitted and Separately Filed Under an Application for
                Confidential Treatment] that are not [*Material Omitted and
                Separately Filed Under an Application for Confidential
                Treatment], then Vendor shall offer, on a quarterly basis, to
                provide to Customer [*Material Omitted and Separately Filed
                Under an Application for Confidential Treatment]; provided,
                however, that if Customer's service requirements would
                necessitate changes to such terms and conditions, the Parties
                shall work in good faith to adjust such terms and conditions as
                mutually agreed to satisfy such requirements. To the extent that
                Customer accepts [*Material Omitted and Separately Filed Under
                an Application for Confidential Treatment], Vendor shall provide
                such services as ordered by Customer pursuant to a separate
                Schedule to the Master Agreement, such services shall be deemed
                Services to which the Master Agreement applies, such services
                shall be subject to [*Material Omitted and Separately Filed
                Under an Application for Confidential Treatment]. In the event
                of [*Material Omitted and Separately Filed Under an Application
                for Confidential Treatment], Customer shall have no further
                liability to Vendor with respect to such portion of the Dial-Up
                Purchase Commitment replaced pursuant to this Subsection (ii).

          (iii) As long as the aggregate number of Dial-Up Access Ports then
                being purchased or ordered by Customer exceeds that of any other
                customer of Vendor, Vendor shall offer to Customer, [*Material
                Omitted and Separately Filed Under an Application for
                Confidential Treatment] (1) at prices that are [*Material
                Omitted and Separately Filed Under an Application for
                Confidential Treatment], and (2) pursuant to terms and
                conditions that are [*Material Omitted and Separately Filed
                Under an Application for Confidential Treatment].

          (iv)  For any price proposal made by Vendor to Customer at any time
                during the Term, Vendor shall in good faith represent to
                Customer in writing whether or not such proposal is being made
                for reasons that include Vendor's belief that an adjustment may
                be required pursuant to this Subsection (b).

                             Schedule B - Page 30
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (v)   Customer may audit Vendor's compliance with this Subsection (b)
                pursuant to Article 10 of the Master Agreement. In the event
                that Vendor fails to comply with this Subsection (b) [*Material
                Omitted and Separately Filed Under an Application for
                Confidential Treatment], then Vendor shall [*Material Omitted
                and Separately Filed Under an Application for Confidential
                Treatment], the difference between (1) [*Material Omitted and
                Separately Filed Under an Application for Confidential
                Treatment], and (2) [*Material Omitted and Separately Filed
                Under an Application for Confidential Treatment].

     (c)  Regulatory Changes Affecting Pricing.
          ------------------------------------

          In the event that any change in applicable Federal regulations results
          in a significant, demonstrable change in Vendor's costs to provide the
          Dial-Up Access Services, then:

          (i)  in the case of a cost increase, Vendor may pass such applicable
               cost increase along to Customer on an Out-of-Pocket Expense basis
               so long as such increase is passed along to all of Vendor's other
               Dial-Up Access customers to which such costs are not prohibited
               from being passed; provided, however, Customer may elect, with
               120 days notice, to decommission in accordance with Subsection
               (a)(iv) of this Section any of the Dial-Up Access Ports affected
               by such Federal regulatory cost increase (however, Customer shall
               not be required to pay such cost increase during the 120-day
               decommissioning notice period); provided further, however, that
               (A) the decommissioning of Dedicated Dial-Up Access Ports across
               the Vendor Network pursuant to this Subsection shall be in
               proportion to the approximate weighted distribution of Dedicated
               Dial-Up Access Ports across Existing Calling Areas, and (B) the
               date and, proportional rate restrictions on decommissioning in
               Subsection (a)(iv) of this Section shall not apply with respect
               to decommissioning under this Section; and

          (ii) in the event of a cost decrease, Vendor shall pass such decrease
               to Customer.

          In connection with any such increase or decrease, Vendor shall
          identify the Dial-Up Access Ports affected by such regulatory cost
          change and the amount of the applicable change to the Monthly EDAP
          Charge or Monthly DAP Charge for such affected Dial-Up Access Ports.
          Any such regulatory cost change passed -through to Customer shall take
          effect as of the first day of the calendar month immediately following
          delivery of the regulatory cost change notice and shall continue in
          effect until the date on which the next New Dial-Up Market Price
          becomes applicable to such affected Dial-Up Access Ports.

8.4. Normalization Methodology And Conversion Of Services.
     ----------------------------------------------------

     (a)  Normalization Methodology.
          -------------------------

          For purposes of Sections 2.8(c) and 8.3(b)(ii) of this Schedule B, and
          for purposes of the definitions of "Other Vendors' Decom Share" and
          "Vendor's

                             Schedule B - Page 31
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          Decom Share" set forth in Schedule A, in order to normalize a
          commitment to order or purchase dial-up access provided on a usage
          basis with a commitment to order or purchase Dedicated Dial-Up Access
          Ports provided under this Agreement, a commitment to order or purchase
          [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment] shall be deemed equivalent to a commitment to
          purchase one (1) Dedicated Dial-Up Access Port for such month (such
          conversion methodology collectively the "Normalization Methodology").

     (b)  Conversion of Services.
          ----------------------

          Upon Customer's request, Vendor shall reasonably and in good faith
          discuss with Customer without further obligation the modification of
          the pricing methodologies applicable to the Dial-Up Access Services
          that may be purchased by Customer under this Schedule B as necessary
          to convert certain Dial-Up Access Services to hourly or similar usage
          based pricing.

8.5. Technological Change.
     --------------------

     Vendor acknowledges that quality of the Dial-Up Access Services is critical
     to the satisfaction of the users of Customer's services and will work to
     minimize any quality issues associated with the rapid implementation of new
     service technologies.

     (a)  Changes in [*Material Omitted and Separately Filed Under an
          -----------------------------------------------------------
          Application for Confidential Treatment]
          ---------------------------------------

          In the event that Vendor determines that [*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment]
          which is used as of the Effective Date to provide [*Material Omitted
          and Separately Filed Under an Application for Confidential Treatment]
          to Customer [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment]; provided, however, that:

          (i)   Vendor shall provide Customer with notification of [*Material
                Omitted and Separately Filed Under an Application for
                Confidential Treatment] which notice shall be provided no less
                than sixty (60) days before deploying such change;

          (ii)  [*Material Omitted and Separately Filed Under an Application for
                Confidential Treatment] is [*Material Omitted and Separately
                Filed Under an Application for Confidential Treatment] for any
                given telephone number for more than forty-five days; and

          (iii) [*Material Omitted and Separately Filed Under an Application for
                Confidential Treatment], any reports under Section 6.3 (o) or
                7.3 (a) of this Schedule B other than the reports described in
                Section 7.3 (a)(i) of this Schedule B, then:

               (1)  Vendor may deploy [*Material Omitted and Separately Filed
                    Under an Application for Confidential Treatment];

               (2)  with respect to any [*Material Omitted and Separately Filed
                    Under an Application for Confidential Treatment]; and

               (3)  if Vendor is unable to [*Material Omitted and Separately
                    Filed Under an Application for Confidential Treatment].

                             Schedule B - Page 32
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                    [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment].

               (b)  Technology Briefing.
                    -------------------

                    Vendor will provide Customer with a semi-annual technology
                    briefing detailing [*Material Omitted and Separately Filed
                    Under an Application for Confidential Treatment].
                    Information exchanged by the Parties in conjunction with
                    such briefing shall be deemed Confidential Information for
                    the purposes of the Agreement.

9.  SPECIFICATIONS AND ACCEPTANCE CRITERIA

     9.1. Specifications.
          --------------

          Dedicated Dial-Up Access Ports provided hereunder shall fully conform
          with the following Specifications (collectively, the "Dial-Up Access
          Specifications"):

          (a)  By [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment], Vendor will provision [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (b)  The Dial-Up Access Services shall [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment] Access methods shall include:

               (i)    [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (ii)   [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (iii)  [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (iv)   [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (v)    [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (vi)   [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (vii)  [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (viii) [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (ix)   [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment]; and

                             Schedule B - Page 33
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (x)   [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment].

          (c)  Vendor, [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment], shall comply [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] described in Subsection (b) of this
               Section.

     9.2. Acceptance Criteria.
          -------------------

          The following Acceptance Criteria shall apply to Dedicated Dial-Up
          Access Ports:

          Newly activated Dedicated Dial-Up Access Ports will fail Dial-Up
          Acceptance Testing if any of the following thresholds is met:

          (a)  greater than [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]

          (b)  greater than [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]

          (c)  greater than [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment];

          provided, however, that notwithstanding the foregoing, [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment].  The Acceptance Test Period will be [*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment].
          Customer will not [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

                             Schedule B - Page 34
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                                  EXHIBIT B-1

                          Dial-Up Purchase Commitment

1.   CONFIDENTIALITY

     This Exhibit specifies the Monthly Targets for Customer's Dial-Up Purchase
     Commitments pursuant to Schedule B.  The Parties specifically acknowledge
     that the purchase commitment information contained herein is highly
     confidential and that its disclosure to the public or third parties could
     cause significant harm to either Customer or Vendor or both.

2.   DIAL-UP PURCHASE COMMITMENT

The [*Material Omitted and Separately Filed Under an Application for
Confidential Treatment] Target for the following [*Material Omitted and
Separately Filed Under an Application for Confidential Treatment] shall be as
follows:

          (a)  For [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment], the [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment] Target shall be [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment];

          (b)  For [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment], the [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment] Target shall be [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment];

          (c)  For [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment], the [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment] Target shall be [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment]; and

          (d)  For [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment], the [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment] Target shall be [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment] (except as
               otherwise mutually agreed upon by the Parties).

                             Exhibit B-1 - Page 1
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                                  EXHIBIT B-2

                      Prices for Dial-Up Access Services

1.   CONFIDENTIALITY

     This Exhibit specifies the prices for Dial-Up Access Services provided
     pursuant to the Master Agreement and Schedule B. The Parties specifically
     acknowledge that the pricing information contained herein is highly
     confidential and that its disclosure to the public or third parties could
     cause significant harm to either Customer or Vendor or both.

2.   MARKET PRICE FOR EXISTING DIAL-UP ACCESS PORTS

     The Monthly EDAP Charge shall be set at [*Material Omitted and Separately
     Filed Under an Application for Confidential Treatment], which price,
     effective from [*Material Omitted and Separately Filed Under an Application
     for Confidential Treatment] through [*Material Omitted and Separately Filed
     Under an Application for Confidential Treatment], shall be [*Material
     Omitted and Separately Filed Under an Application for Confidential
     Treatment] dollars ($[*Material Omitted and Separately Filed Under an
     Application for Confidential Treatment]). [*Material Omitted and Separately
     Filed Under an Application for Confidential Treatment]:

          (a)  From [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment] through [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment];

          (b)  From [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment],

          (c)  From [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment].


     Notwithstanding the foregoing, [*Material Omitted and Separately Filed
     Under an Application for Confidential Treatment].

3.   MARKET PRICE FOR DIAL-UP ACCESS PORTS

     The Monthly DAP Charge shall be set at [*Material Omitted and Separately
     Filed Under an Application for Confidential Treatment], which price,
     [*Material Omitted and Separately Filed Under an Application for
     Confidential Treatment]shall be [*Material Omitted and Separately Filed
     Under an Application for Confidential Treatment].  From [*Material Omitted
     and Separately Filed Under an Application for Confidential Treatment] shall
     be [*Material Omitted and Separately Filed Under an Application for
     Confidential Treatment].  Notwithstanding the foregoing, [*Material Omitted
     and Separately Filed Under an Application for Confidential Treatment].

                             Exhibit B-2 - Page 1
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                                  SCHEDULE C

     Broadband Backhaul Services, Service Levels, Pricing and Other Terms

1.   TERM

     The term of this Schedule C shall begin on the Effective Date and shall
     expire on December 31, 2004, unless terminated earlier in accordance with
     the Agreement; provided that Customer may, with the consent of Vendor,
     renew such term for three (3) additional one (1) year periods by giving
     Vendor at least thirty (30) days notice prior to the end of the applicable
     term or renewal period (such period, as terminated earlier or so extended,
     the "Broadband Term").

2.   CONSTRUCTION OF AGREEMENT WITH RESPECT TO NON-XDSL BROADBAND SERVICES

          (a)  Although this Agreement governs Broadband Backhaul Services for
               both xDSL and other broadband services, the Parties acknowledge
               that the particular rights, duties and obligations set forth
               herein, including service levels, delivery of service, failure to
               meet service levels, failure to deliver service, the Broadband
               Specifications, and other provisions, and the impact of such
               matters on related purchase commitments as well as other rights
               and remedies, have been worked out in the particular context of
               xDSL broadband services. Therefore, although the rights, duties
               and obligations herein apply to broadband services other than
               xDSL, the Parties agree to negotiate in good faith how certain
               provisions herein that are stated in terms particularly relevant
               to xDSL broadband services will apply in the context of broadband
               services other than xDSL.

          (b)  The Parties acknowledge and agree that with respect to certain
               Broadband Backhaul Services used to provide any non-xDSL or non-
               cable broadband service with [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment] utilized
               for an xDSL or cable broadband service and for which delivery of
               such non-xDSL or non-cable service [*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               the Other Broadband Purchase Commitment and the pricing set forth
               in Exhibit C-2 of this Schedule C shall each be adjusted, as
               mutually agreed, to reflect an appropriate methodology; provided,
               however, that (i) with respect to the adjustment to the Other
               Broadband Purchase Commitment, such adjustment shall only be made
               to reflect such appropriate methodology, and the commitment
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment] shall not be increased or reduced but
               shall be applied to the adjusted methodology, and (ii) Section
               7.2 of this Schedule C shall continue to apply to the Other
               Broadband Purchase Commitment and pricing, as adjusted.

3.   ORDERING AND ACCEPTANCE CRITERIA

     3.1. Ordering.
          --------

                              Schedule C - Page 1
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (a)  Forecasts of Customer's Expected Broadband Backhaul Services
               ------------------------------------------------------------
               Needs in New LATAs. At the start of every calendar quarter,
               ------------------
               Customer will provide Vendor with a [*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               forecast that sets forth those New LATAs in which Customer
               expects it will need Broadband Backhaul Services [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (b)  Ordering Broadband Backhaul Services in Existing LATAs. The
               ------------------------------------------------------
               Parties shall mutually agree upon the standards and procedures
               for ordering [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]. The Parties specifically
               agree that a principal objective of the ordering process shall be
               to meet in a timely manner [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment]. The
               Parties shall mutually agree upon changes from time to time to
               the ordering process to facilitate the provision of Broadband
               Backhaul Services to Customer.

          (c)  Launch of Broadband Backhaul Services in New LATAs. Customer
               --------------------------------------------------
               shall direct the launch of [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment]. Any time
               Customer requests that Vendor provision Broadband Backhaul
               Services in a New LATA, Customer will provide Vendor with
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment]. In the event that Customer [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment], the Parties will mutually agree upon the
               extent, if any, that [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment] Customer will
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (d)  Geographic Distribution.  Notwithstanding the foregoing:
               -----------------------

               (i)  the distribution of Vendor Broadband Subscriber Lines
                    providing xDSL broadband services will be approximately
                    proportional to the nationwide distribution of all of the
                    Aggregate DSL Subscriber Lines; and

               (ii) the distribution of Vendor Broadband Subscriber Lines
                    providing broadband services other than xDSL will be
                    approximately proportional to the nationwide distribution of
                    all of the Aggregate Other Subscriber Lines.

               For the purposes of this Subsection (d), "distribution" means the
               distribution of the corresponding Vendor Broadband Subscriber
               Lines across rural versus urban areas, across the contiguous
               states of the United States, and between Covered Subscriber Lines
               and non-Covered Subscriber Lines.  In the event that Vendor
               believes Customer has provided Vendor with tasking that is
               inconsistent with this Subsection (d), the Parties will mutually
               agree on an equitable resolution consistent with the intent of
               this Section.  In January and July of each calendar year,
               Customer shall provide Vendor with relevant information regarding
               the distribution of Aggregate Subscriber Lines.

                              Schedule C - Page 2
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (e)  Reports on Subscriber Line Activations. At least once per week
               --------------------------------------
               Customer will provide Vendor a report on the number of Vendor
               Broadband Subscriber Lines activated from each service provider
               by LATA for the previous seven (7) day period.

     3.2. Delivery.
          --------

          (a)  General. Vendor shall provision Broadband Backhaul Services for
               -------
               each Existing LATA in accordance with the standards and
               procedures described in Section 3.1(b) of this Schedule C. Vendor
               shall use demonstrable good faith diligent efforts to provision
               Broadband Backhaul Services for each New LATA within [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] of its receipt of a New LATA Notice
               corresponding to such New LATA.

          (b)  Reductions in Broadband Purchase Commitments for Delivery
               ---------------------------------------------------------
               Failures.
               --------

               (i)   Definitions.

                     (1)  "Failure Percentage" means, as of a Measurement Date,
                          the percentage resulting from [*Material Omitted and
                          Separately Filed Under an Application for Confidential
                          Treatment]

                     (2)  "Failure Threshold Percentages" means the percentage
                          set forth in the following table:

                          [*Material Omitted and Separately Filed Under an
                          Application for Confidential Treatment]

                     (3)  "Threshold Difference" as of a Measurement Date equals
                          the Failure Percentage minus the Failure Threshold
                          Percentage, except that the Threshold Difference can
                          never be less than zero.

               (ii)  Reduction Calculation. Reduction of the Broadband Purchase
                     Commitments shall be as set forth in Section 3.1 of Exhibit
                     C-1 of this Schedule C.

               (iii) Examples. Examples of reductions in the Broadband Purchase
                     Commitments for delivery failures are set forth in Section
                     3.2 of Exhibit C-1 of this Schedule C.

          (c)  If Vendor fails to (i) provision Broadband Backhaul Services for
               a New LATA within [*Material Omitted and Separately Filed Under
               an Application for Confidential Treatment] days of its receipt of
               a New LATA Notice corresponding to such New LATA, and (ii) use
               demonstrable good faith diligent efforts to provision Broadband
               Backhaul Services for such New LATA, then Customer may terminate
               its obligations with respect to the Broadband Backhaul Purchase
               Commitments. Upon Customer's request, Vendor shall provide
               Customer with information and supporting documentation which
               demonstrates Vendor's good faith diligent efforts to provision
               such services for the applicable New LATA within [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] days of receipt of the corresponding

                              Schedule C - Page 3
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               New LATA Notice (e.g., documents showing Vendor's ordering of
               circuits in such New LATA).

     3.3. Acceptance Criteria.
          -------------------

          (a)  Prior to notifying Customer [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment], Vendor
               will [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment].

          (b)  The Broadband Backhaul Services will be deemed accepted
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment] when the [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment]. Vendor will reasonably cooperate with acceptance
               testing by Customer. Customer will begin providing the Broadband
               Backhaul Services to its end-customers as soon as reasonably
               practicable after Customer completes its acceptance testing.

     3.4. Broadband Backhaul Purchase Commitments.
          ---------------------------------------

          Customer agrees to purchase Broadband Backhaul Services according to
          the purchase commitments set forth in Exhibit C-1 of this Schedule C.

4.   TERMINATION

     4.1. Vendor Termination.
          ------------------

          In the event that the aggregate number of Vendor Broadband Subscriber
          Lines:

          (a)  is less than [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] as of [*Material Omitted
               and Separately Filed Under an Application for Confidential
               Treatment];

          (b)  is less than [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] as of [*Material Omitted
               and Separately Filed Under an Application for Confidential
               Treatment];

          (c)  is less than [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] as of [*Material Omitted
               and Separately Filed Under an Application for Confidential
               Treatment]; or

          (d)  is less than [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] as of [*Material Omitted
               and Separately Filed Under an Application for Confidential
               Treatment],

          Vendor may within thirty (30) calendar days of the applicable calendar
          day set forth above for the corresponding Vendor Broadband Subscriber
          Line threshold provide Customer with notice of termination of this
          Schedule C.  Such termination shall become effective on the date
          specified in such notice (which date shall be no earlier than one
          hundred fifty (150) calendar days following the date of such notice
          and no later than the end of the Broadband Term) unless within thirty
          (30) calendar days of the date of such

                              Schedule C - Page 4
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          notice, the number of Vendor Broadband Subscriber Lines is equal to or
          greater than such corresponding threshold. In the event of such
          termination, (i) Customer shall have no liability to Vendor for
          failure to achieve the Broadband Purchase Commitments, and (ii) except
          with respect to the provision of Transition Assistance pursuant to
          this Section, Vendor shall have no liability to Customer. Upon such
          termination, Vendor shall provide Transition Assistance in accordance
          with Section 13.4 of the Master Agreement. Nothing in this Section
          shall be deemed to affect the obligations of Customer with respect to
          the Broadband Purchase Commitments so long as Vendor has not provided
          Customer with a notice of termination pursuant to this Section.

     4.2. Termination of xDSL Field Trials.
          --------------------------------

          The xDSL field trials described in the Original Agreement for (a)
          Phoenix, Arizona, (b) San Francisco, California, (c) Birmingham,
          Alabama, (d) northern Virginia, and (e) Redmond, Washington shall be
          terminated as of January 31, 2000; provided, however, that any of such
          field trials will be continued upon the request of Customer. In the
          event of any such continuation, Customer shall reimburse Vendor for
          Out-of-Pocket Expenses incurred by Vendor as a result of such
          continuation.

5.   DESCRIPTION OF SERVICES

     Vendor shall provide nationwide (i.e., within the forty-eight contiguous
     states of the United States plus Hawaii) broadband (including xDSL, cable,
     wireless and satellite technologies) backbone integration services
     combining inter- and intra-LATA interconnects, aggregation equipment, co-
     location, backbone transport and network management control. Such services
     shall include the provision of the services described in this Article 5.

     5.1. Summary and Implementation Plan.
          -------------------------------

          Vendor will provide program management, network engineering,
          deployment, and operations support for broadband network services
          integration for Customer.

          (a)  Program Management.
               ------------------

               Vendor will assign a Program Management Team that will be
               responsible for the [*Material Omitted and Separately Filed Under
               an Application for Confidential Treatment]. The Program
               Management Team will serve as [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment]. Such team
               will coordinate the activity of all [*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               and will be responsible for [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment].

          (b)  Network Engineering.
               -------------------

               Vendor will provide network engineering expertise to address
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment] that arise [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment].  Vendor will be responsible for

                              Schedule C - Page 5
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (c)  Deployment.
               ----------

               Vendor will assign a Deployment Team that will consist of
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment]. Such team will be responsible for
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (d)  Operations.
               ----------

               Vendor's NOCs will handle the operation and maintenance of the
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].  The NOC shall be connected to
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

     5.2. Design and Topology of the Vendor Network.
          -----------------------------------------

          Vendor will utilize its Global Network Infrastructure (GNI) backbone
          for transport of broadband traffic to Customer data centers;
          [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment].  The Parties agree to establish a mutually
          acceptable [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment], including with respect to
          [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment] where both Parties have [*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment].

          (a)  Equipment Configuration.
               -----------------------

               Vendor acknowledges that quality of the Broadband Backhaul
               Services is critical to the satisfaction of the users of
               Customer's services and will work to minimize any [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment].   Vendor will utilize a [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment].  Customer will reasonably cooperate with
               Vendor in the testing and implementation of any [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment].  A sample configuration of equipment is
               described below.

               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (b)  Points of Presence (POPs).
               -------------------------

               Vendor currently locates broadband POPs in GTE Internetworking
               GNI facilities. Such GNI facilities provide space for [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (c)  Network Topology.
               ----------------

                              Schedule C - Page 6
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (i)   The Vendor Network utilized to provide Broadband Backhaul
                Services is currently structured as a [*Material Omitted and
                Separately Filed Under an Application for Confidential
                Treatment]. Broadband POPs will be located at [*Material Omitted
                and Separately Filed Under an Application for Confidential
                Treatment].

          (ii)  Traffic from [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment]

          (iii) [*Material Omitted and Separately Filed Under an Application for
                Confidential Treatment].

          (iv)  [*Material Omitted and Separately Filed Under an Application for
                Confidential Treatment]. Under this Schedule C, Vendor is not
                currently responsible for [*Material Omitted and Separately
                Filed Under an Application for Confidential Treatment].

     (d)  Vendor agrees that any changes to the Broadband Backhaul Services or
          to the Vendor Network used to provide the Broadband Backhaul Services
          will be fully functional with services provided by Customer without
          modification of, or addition to, client or host software used to
          provide services provided by Customer that utilize the Broadband
          Backhaul Services.

     (e)  In the event that Customer requests a change to the hub architecture,
          or network bandwidth from that which is described in this Schedule C
          (other than a request for increased throughput priced pursuant to
          Section 8(a) of this Schedule C), Vendor will provide Customer with
          Vendor's proposed increase, if any, to the prices set forth in this
          Schedule C. To the extent that Customer accepts such proposal, Vendor
          shall provide the Broadband Backhaul Services in accordance with the
          requested change and Vendor's proposal to the extent accepted by
          Customer.

5.3. Deployment.
     ----------

     (a)  Vendor will take the following steps in preparation for deploying
          equipment used to provide the Broadband Backhaul Services as may be
          appropriate:

          (i)   Coordinating [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment];

          (ii)  Negotiating with [*Material Omitted and Separately Filed Under
                an Application for Confidential Treatment];

          (iii) Negotiating with [*Material Omitted and Separately Filed Under
                an Application for Confidential Treatment];

          (iv)  Coordinating with [*Material Omitted and Separately Filed Under
                an Application for Confidential Treatment];

                              Schedule C - Page 7
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (v)   Procuring [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment];

          (vi)  Receiving, storing, and tracking [*Material Omitted and
                Separately Filed Under an Application for Confidential
                Treatment]; and

          (vii) Scheduling [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment].

     (b)  Preparation.
          -----------

          (i)   Site Survey. Vendor will conduct site surveys in order to
                identify [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment] which must be completed
                prior to [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment].

          (ii)  Inventory of Materials. Vendor will prepare inventories of
                materials prior to [*Material Omitted and Separately Filed Under
                an Application for Confidential Treatment].

          (iii) Equipment Staging. Vendor will stage and test all equipment in a
                central location [*Material Omitted and Separately Filed Under
                an Application for Confidential Treatment]. Staging consists of
                [*Material Omitted and Separately Filed Under an Application for
                Confidential Treatment].

          (iv)  Shipping. Vendor will arrange for shipping of the [*Material
                Omitted and Separately Filed Under an Application for
                Confidential Treatment].

          (v)   Installation. Vendor will install [*Material Omitted and
                Separately Filed Under an Application for Confidential
                Treatment]. Installation includes the following activities:

                (1)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

                (2)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

                (3)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

                (4)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

                (5)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

                              Schedule C - Page 8
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (6)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

               (7)  [*Material Omitted And Separately Filed Under an Application
                    for Confidential Treatment]; and

               (8)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment].

     (c)  Maintenance.
          -----------

          (i)   Vendor will perform maintenance of equipment used to provide the
                [*Material Omitted and Separately Filed Under an Application for
                Confidential Treatment]. Vendor will handle most [*Material
                Omitted and Separately Filed Under an Application for
                Confidential Treatment].

          (ii)  Vendor will cooperate with Customer with respect to new versions
                of software used to provide those services provided by Customer
                that utilize the Broadband Backhaul Services.

          (iii) Vendor shall reasonably coordinate with Customer regarding any
                maintenance activity.

     (d)  Quality Control.
          ---------------

          Vendor will maintain a Quality Control Program to ensure all
          reasonable commercial standards applicable to Broadband Backhaul
          Services are adhered to.

5.4. Management of Circuits.
     ----------------------

     Vendor will manage the [*Material Omitted and Separately Filed Under an
     Application for Confidential Treatment]. Vendor will utilize existing
     procedures and systems for [*Material Omitted and Separately Filed Under an
     Application for Confidential Treatment]. As part of the installation
     activities outlined above, Vendor will [*Material Omitted and Separately
     Filed Under an Application for Confidential Treatment].

5.5. Operations.
     ----------

     Vendor will provision, staff and operate a NOC (currently in Columbia,
     Maryland) with dedicated support for Customer and a backup NOC at a
     separate location (such backup NOC is currently located in Chantilly,
     Virginia). Responsibilities of Vendor's operations support team include the
     following:

     (a)  Operation of the [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

     (b)  Operation of [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

                              Schedule C - Page 9
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

     (c)  Utilization of [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment]:

          (i)   Monitoring [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment].

          (ii)  Measuring [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment].

          (iii) Monitoring [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment].

          (iv)  Tracking [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment].

     (d)  Coordination and management of [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment].

     (e)  Coordination and reporting of [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment].

     (f)  Support of [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

     (g)  Identification and tracking of [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment].

     (h)  Support for [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

     (i)  Provision of [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

     (j)  Maintenance of [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

     (k)  Coordination of [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment] and maintenance of [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment].

     (l)  Support of [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment] in accordance with [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment].

     (m)  Delivery of [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment]:

          (i)  [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment];

                             Schedule C - Page 10
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

     (ii)    [*Material Omitted and Separately Filed Under an Application for
             Confidential Treatment];

     (iii)   [*Material Omitted and Separately Filed Under an Application for
             Confidential Treatment];

     (iv)    [*Material Omitted and Separately Filed Under an Application for
             Confidential Treatment];

     (v)     [*Material Omitted and Separately Filed Under an Application for
             Confidential Treatment];

     (vi)    [*Material Omitted and Separately Filed Under an Application for
             Confidential Treatment];

     (vii)   Upon Customer's request, Vendor shall provide Customer with
             [*Material Omitted and Separately Filed Under an Application for
             Confidential Treatment] Broadband Backhaul Services under this
             Schedule C. In addition, for [*Material Omitted and Separately
             Filed Under an Application for Confidential Treatment] Broadband
             Backhaul Services under this Schedule C, Vendor shall provide to
             Customer a daily report [*Material Omitted and Separately Filed
             Under an Application for Confidential Treatment], Vendor will work
             cooperatively with Customer to [*Material Omitted and Separately
             Filed Under an Application for Confidential Treatment], and, upon
             Customer's reasonable request, Vendor will provide [*Material
             Omitted and Separately Filed Under an Application for Confidential
             Treatment]. In the event of a [*Material Omitted and Separately
             Filed Under an Application for Confidential Treatment], Vendor will
             work cooperatively with Customer to share additional [*Material
             Omitted and Separately Filed Under an Application for Confidential
             Treatment], and, upon Customer's reasonable request, Vendor will
             [*Material Omitted and Separately Filed Under an Application for
             Confidential Treatment];

     (viii)  [*Material Omitted and Separately Filed Under an Application for
             Confidential Treatment]:

             (1)    [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

             (2)    [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

             (3)    [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

             (4)    [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

                             Schedule C - Page 11
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (5)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

               (6)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

               (7)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

               (8)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

               (9)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

               (10) [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

               (11) [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment]; and

               (12) [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment],

          provided that Vendor shall provide Customer with weekly reports on
          [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment], Vendor shall provide such reports to Customer
          on a daily basis. Customer may periodically request additional reports
          that assist in improving network quality and [*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment].
          Vendor will provide these additional reports, or the raw data, subject
          to technical reasonableness.

5.6. Aggregation Router Equipment.
     ----------------------------

     (a)  Aggregation router equipment used to provide the Broadband Backhaul
          Services shall be [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment] and shall not be [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment].

     (b)  Customer may specify [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

5.7. Excluded Functions.
     ------------------

     Vendor shall not be responsible for providing the following with respect to
     the Broadband Backhaul Services:

     (a)  [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment];

                             Schedule C - Page 12
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

     (b)  [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment];

     (c)  [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment]; and

     (d)  [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment].

6.   SERVICE LEVELS

     For each of the Service Levels set forth in this Article 6, scheduled
     maintenance by Vendor (or a third party) coordinated with Customer pursuant
     to Section 5.3(c)(i) of this Schedule C will be excluded from the Service
     Level performance calculations.

     6.1. Availability.
          ------------

          (a)  "Broadband Network Availability" for a calendar month is defined
               as the percentage calculated as (i) [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment], divided by (ii) [*Material Omitted and Separately
               Filed Under an Application for Confidential Treatment].

          (b)  The Service Level applicable to Broadband Network Availability
               for a calendar month shall be as follows: Broadband Network
               Availability for each calendar month shall exceed [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment]. Vendor shall provide Customer on a daily
               basis with reports on Broadband Network Availability, and
               Vendor's performance relative to such Service Level shall be
               measured on a monthly basis for each calendar month.

          (c)  In the event that Broadband Network Availability is below
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment] percent ( [*Material Omitted and
               Separately Filed Under an Application for Confidential Treatment]
               %) [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment].

6.2. Packet Loss.
     -----------

     (a)  "Broadband Packet Loss Percentage" means, for a calendar month, the
          quantity calculated as (i) [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment], divided by (ii)
          [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment].

     (b)  The Service Level applicable to Broadband Packet Loss Percentage shall
          be as follows: Broadband Packet Loss Percentage for each calendar
          month shall be less than or equal to [*Material Omitted and Separately
          Filed Under an Application for Confidential Treatment] percent
          ([*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment] %) for such month. Vendor shall provide
          Customer on a daily basis with reports on

                             Schedule C - Page 13
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          Broadband Packet Loss Percentage, and Vendor's performance relative to
          such Service Level shall be measured on a monthly basis for each
          calendar month.

6.3. Failed Sessions.
     ---------------

     (a)  "Failed Sessions" means [*Material Omitted and Separately Filed Under
          an Application for Confidential Treatment].

     (b)  The Service Level applicable to Failed Sessions shall be that no more
          than [*Material Omitted and Separately Filed Under an Application for
          Confidential Treatment] percent ([*Material Omitted and Separately
          Filed Under an Application for Confidential Treatment] %) [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment]. Vendor shall provide Customer on a daily basis with
          reports on Failed Sessions, and Vendor's performance relative to such
          Service Level shall be measured on a monthly basis for each calendar
          month.

6.4. Abnormal Disconnects.
     --------------------

     (a)  "Broadband Abnormal Disconnect Percentage" means, for each calendar
          day of the Broadband Term, the amount calculated as (i) [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment], divided by (ii) [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment]. "Monthly Broadband
          Abnormal Disconnect Percentage" means, for each calendar month of the
          Broadband Term, the amount calculated as (x) [*Material Omitted and
          Separately Filed Under an Application for Confidential Treatment],
          divided by (y) [*Material Omitted and Separately Filed Under an
          Application for Confidential Treatment].

     (b)  The Service Level applicable to Monthly Broadband Abnormal Disconnect
          Percentage shall be as follows: Monthly Broadband Abnormal Disconnect
          Percentage during a calendar month shall not exceed [*Material Omitted
          and Separately Filed Under an Application for Confidential Treatment]
          percent ([*Material Omitted and Separately Filed Under an Application
          for Confidential Treatment] %). Vendor's performance relative to such
          Service Level shall be reported by Customer on a monthly basis for
          each calendar month, if technically feasible.

6.5. Failure to Perform.
     ------------------

     (a)  If Vendor fails to meet any Service Level, Vendor shall (i) promptly
          notify Customer of such failure (unless Customer first discovered and
          notified Vendor of such failure), (ii) investigate and report on the
          causes of the failure; (iii) advise Customer, as and to the extent
          requested by Customer, of the status of remedial efforts being
          undertaken with respect to such failure; (iv) take commercially
          reasonable efforts to correct the failure, and begin meeting the
          Service Levels; and (v) take appropriate preventive measures to
          minimize the likelihood of the failure recurring.

                             Schedule C - Page 14
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (b)  Notwithstanding the foregoing, Vendor's failure to meet or
               correct Service Level failures under this Schedule C during the
               first six months following the Effective Date shall not
               constitute a breach of the Agreement.

          (c)  Notwithstanding the foregoing, Vendor's failure to use
               commercially reasonable efforts to meet or correct Service Level
               failures with respect to the Abnormal Disconnects in and of
               itself shall not constitute a breach of the Agreement.

          (d)  Vendor shall not be deemed in breach of such Service Levels to
               the extent that such breach is attributable to [*Material Omitted
               and Separately Filed Under an Application for Confidential
               Treatment].

          (e)  Notwithstanding anything to the contrary to this Agreement, under
               no circumstances shall Customer be permitted to terminate any
               portion of the Agreement other than this Schedule C as a result
               of any material breaches, whether cured or uncured, of the
               Service Levels in this Schedule C.

     6.6. Meetings.
          --------

          Vendor and Customer shall hold weekly meetings at Customer's site or
          via telephone conference call (unless otherwise requested by Customer)
          to assess Vendor's performance under this Schedule C.  During
          emergency situations, meetings will be held at least on a daily basis.

     6.7. Periodic Review of Service Levels.
          ---------------------------------

          As requested by Customer or Vendor, Customer and Vendor shall review
          the Service Levels described in this Schedule C and shall make
          mutually agreed-upon adjustments to them as appropriate to reflect
          performance capabilities associated with advances in the technology
          and methods used to provide the Broadband Backhaul Services.

7.   PRICING

     7.1. Charges for Broadband Backhaul Services.
          ---------------------------------------

          (a)  The monthly charges for the Broadband Backhaul Services shall be
               computed as the applicable Monthly Aggregate Subscriber Line
               Charges calculated pursuant to Exhibit C-2 plus the Monthly Pass-
               Through Expenses calculated pursuant to Subsection (b) of this
               Section.

          (b)  Monthly Pass-Through Expenses.
               -----------------------------

               (i)  "Monthly Pass-Through Expenses" means the following third-
                    party charges incurred by Vendor to provide the Broadband
                    Backhaul Services (including Broadband Backhaul Services not
                    yet accepted by Customer) during a calendar month of the
                    Broadband Term, for which Customer shall reimburse Vendor on
                    an Out-of-Pocket Expenses basis:

                    (1)  Third-party charges for the

                             Schedule C - Page 15
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                         [*Material Omitted and Separately Filed Under an
                         Application for Confidential Treatment] is necessary
                         to provide the Broadband Backhaul Services; and

                     (2) Third-party charges approved in advance by Customer for
                         the [*Material Omitted and Separately Filed Under an
                         Application for Confidential Treatment] at Customer's
                         facilities.

               (ii)  Vendor shall act as payment agent for Customer with respect
                     to the Monthly Pass-Through Expenses and shall pay the
                     corresponding third-party charges comprising the Monthly
                     Pass-Through Expenses.

               (iii) Vendor shall use commercially reasonable efforts to
                     minimize the amount of Monthly Pass-Through Expenses, by
                     among other means identifying and considering multiple
                     sources for the services and materials corresponding to
                     such expenses.

     7.2. Adjustments to Pricing for Services.
          -----------------------------------

          (a)  Broadband Backhaul Market Price.
               -------------------------------

               (i)  Definitions.

                    (1)  "New Broadband Backhaul Market Price" shall mean the
                         price (or, if applicable, prices and corresponding
                         volumes) [*Material Omitted and Separately Filed Under
                         an Application for Confidential Treatment]. To
                         calculate the New Broadband Backhaul Market Price
                         pursuant to this Subsection, the price for Comparable
                         Broadband Backhaul Services shall be reasonably
                         adjusted to reflect the difference between [*Material
                         Omitted and Separately Filed Under an Application for
                         Confidential Treatment].

                    (2)  "Broadband Backhaul Market Vendor" shall mean a vendor
                         (not including a Special Affiliate) that [*Material
                         Omitted and Separately Filed Under an Application for
                         Confidential Treatment]. For the purpose of this
                         Subsection, Special Affiliate shall only be deemed to
                         include Subsections (i) and (ii) of the definition of
                         "Special Affiliate" in Schedule A.

               (ii) Notification Process.

                    Customer may provide Vendor with notice at any time of a New
                    Broadband Backhaul Market Price (each such notice, a "New
                    Broadband Backhaul Market Price Notice" and the date of such
                    notice as determined pursuant to Section 16.4 of the Master
                    Agreement, the "New Broadband Backhaul Market Price Notice
                    Date").  Each New Broadband Backhaul Market Price Notice
                    will contain (A) the New Broadband Backhaul Market Price
                    calculation and [*Material Omitted and Separately Filed
                    Under an Application for Confidential Treatment], and (B)
                    information sufficient to [*Material Omitted and Separately
                    Filed Under an Application for Confidential Treatment]. No
                    later than thirty (30) calendar days after the Broadband
                    Backhaul

                             Schedule C - Page 16
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                    Market Price Notice Date corresponding to a New Broadband
                    Backhaul Market Price Notice, Vendor will respond to
                    Customer by notifying Customer in writing whether it will:

                    (1)  accept the validity of the proposed New Broadband
                         Backhaul Market Price and reduce prices to the
                         applicable New Broadband Backhaul Market Price in
                         accordance with Subsection (iii) of this Subsection
                         (a),

                    (2)  accept the validity of the proposed New Broadband
                         Backhaul Market Price and decline to reduce prices to
                         the New Broadband Backhaul Market Price in accordance
                         with Subsection (iii) of this Subsection (a), or

                    (3)  dispute the validity of the proposed New Broadband
                         Backhaul Market Price

                    (each a "New Broadband Backhaul Market Price Response").
                    Vendor shall not unreasonably dispute the validity of a
                    proposed New Broadband Backhaul Market Price.

             (iii)  Reduction Process.

                    In the event Vendor accepts a proposed New Broadband
                    Backhaul Market Price pursuant to clause (1) of Subsection
                    (ii) of this Subsection  (a), then effective as of the later
                    of (a) the New Broadband Backhaul Market Price Effective
                    Date corresponding to such New Broadband Backhaul Market
                    Price Notice, and (b) [*Material Omitted and Separately
                    Filed Under an Application for Confidential Treatment], the
                    Monthly Per Subscriber Line Charge will be reduced to the
                    New Broadband Backhaul Market Price set forth in the
                    corresponding New Broadband Backhaul Market Price Notice,
                    and with respect to such  Broadband Backhaul Services,
                    Vendor will, if requested by Customer, [*Material Omitted
                    and Separately Filed Under an Application for Confidential
                    Treatment]; provided, however, that Vendor shall not be
                    obligated to [*Material Omitted and Separately Filed Under
                    an Application for Confidential Treatment].

                    Notwithstanding the foregoing:

                    (1)  Vendor shall not be obligated to reduce the Monthly Per
                         Subscriber Line Charge at a rate that is more rapid
                         than the rate at which the [*Material Omitted and
                         Separately Filed Under an Application for Confidential
                         Treatment] provides Customer with [*Material Omitted
                         and Separately Filed Under an Application for
                         Confidential Treatment] relative to the applicable
                         [*Material Omitted and Separately Filed Under an
                         Application for Confidential Treatment], as measured
                         monthly.

                             Schedule C - Page 17
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                         Example 1 - [*Material Omitted and Separately Filed
                         Under an Application for Confidential Treatment]:  For
                         example, [*Material Omitted and Separately Filed Under
                         an Application for Confidential Treatment].

                         Example 2 - [*Material Omitted and Separately Filed
                         Under an Application for Confidential Treatment]:  For
                         example, if instead, [*Material Omitted and Separately
                         Filed Under an Application for Confidential Treatment].

                    (2)  Vendor shall not be obligated to match the average
                         bandwidth available per user at peak for the Comparable
                         Broadband Backhaul Services corresponding to a New
                         Broadband Backhaul Market Price at a rate that is more
                         rapid than the rate in which the [*Material Omitted and
                         Separately Filed Under an Application for Confidential
                         Treatment] provides [*Material Omitted and Separately
                         Filed Under an Application for Confidential Treatment]
                         relative to the applicable [*Material Omitted and
                         Separately Filed Under an Application for Confidential
                         Treatment].

                    (3)  A New Broadband Backhaul Market Price shall be
                         applicable only during such periods as [*Material
                         Omitted and Separately Filed Under an Application for
                         Confidential Treatment].


               (iv) Decommissioning Process.

                    If Vendor declines to reduce the Monthly Per Subscriber Line
                    Charge to the New Broadband Backhaul Market Price pursuant
                    to clause (2) of Subsection (ii) of this Subsection (a),
                    then Customer may, in its sole discretion, do either or both
                    of the following: (A) terminate the Broadband Backhaul
                    Purchase Commitment, and (B) disconnect Vendor Broadband
                    Subscriber Lines from the Vendor Network, subject to the
                    following restrictions:

                    (1)  Customer will provide [*Material Omitted and Separately
                         Filed Under an Application for Confidential Treatment]
                         days prior written notice of the LATA or other
                         geographic area in which Vendor Broadband Subscriber
                         Lines are to be disconnected from the Vendor Network,
                         as well as the associated quantities of Vendor
                         Broadband Subscriber Lines to be disconnected in each
                         such LATA or other geographic area.

                    (2)  Customer may not order the disconnection of Vendor
                         Broadband Backhaul Subscriber Lines from the Vendor
                         Network in amounts greater than the number of the
                         Aggregate Subscriber Lines utilizing Comparable
                         Broadband Backhaul Services that are provided to
                         Customer by other entities at or below such New
                         Broadband Backhaul Market Price.

                             Schedule C - Page 18
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                    (3)  The disconnection of Vendor Broadband Subscriber Lines
                         from the Vendor Network pursuant to this Subsection
                         7.2(a)(iv) shall result in the same approximate
                         weighted distribution of Vendor Broadband Subscriber
                         Lines across all Existing LATAs. For the purposes of
                         this Subsection (3), "distribution" means the
                         distribution of the corresponding Subscriber Lines
                         across rural versus urban areas, across the contiguous
                         states of the United States, and between Covered
                         Subscriber Lines and non-Covered Subscriber Lines.

               (v)  Dispute Resolution Process.

                    If Vendor reasonably disputes the validity of the New
                    Broadband Backhaul Market Price pursuant to clause (3) of
                    Subsection (ii) of this Subsection (a), then each Party
                    shall promptly escalate to the senior-executive level all
                    efforts by such Party to resolve such dispute.

               (b)  [*Material Omitted and Separately Filed Under an Application
                    ------------------------------------------------------------
                    for Confidential Treatment]
                    ---------------------------

               (i)  As long as the aggregate number of Vendor Broadband
                    Subscriber Lines exceeds that of any other customer of
                    Vendor, Vendor shall not provide [*Material Omitted and
                    Separately Filed Under an Application for Confidential
                    Treatment] to any other [*Material Omitted and Separately
                    Filed Under an Application for Confidential Treatment]. For
                    the purposes of this Subsection, [*Material Omitted and
                    Separately Filed Under an Application for Confidential
                    Treatment]. In the event that the [*Material Omitted and
                    Separately Filed Under an Application for Confidential
                    Treatment], Vendor shall [*Material Omitted and Separately
                    Filed Under an Application for Confidential Treatment],
                    Vendor shall [*Material Omitted and Separately Filed Under
                    an Application for Confidential Treatment]. "Applicable BB
                    Purchaser" shall mean any party (including any Vendor
                    Affiliate that resells Broadband Backhaul Services purchased
                    from Vendor) that is obligated to purchase, that actually
                    purchases, or that seeks to purchase from Vendor Broadband
                    Backhaul Services at any time for more than the Applicable
                    BB Volume for the then-current calendar year. "Applicable BB
                    Volume" means (A) [*Material Omitted and Separately Filed
                    Under an Application for Confidential Treatment] subscriber
                    lines, (B) [*Material Omitted and Separately Filed Under an
                    Application for Confidential Treatment] subscriber lines,
                    (C) [*Material Omitted and Separately Filed Under an
                    Application for Confidential Treatment] subscriber lines,
                    (D) [*Material Omitted and Separately Filed Under an
                    Application for Confidential Treatment] subscriber lines,
                    and (E) [*Material Omitted and Separately Filed Under an
                    Application for Confidential Treatment] subscriber lines.

               (ii) As long as the aggregate number of Vendor Broadband
                    Subscriber Lines exceeds that of any other customer of
                    Vendor, to the extent that Vendor provides broadband
                    backhaul services that are not Comparable Broadband Backhaul
                    Services, then Vendor shall offer, [*Material Omitted and
                    Separately Filed Under an Application for Confidential
                    Treatment]

                             Schedule C - Page 19
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                    to provide to Customer such broadband backhaul services at
                    the prices charged or available to, and upon the terms and
                    conditions applicable to, any Applicable BB Purchaser;
                    provided, however, that if [*Material Omitted and Separately
                    Filed Under an Application for Confidential Treatment], the
                    Parties shall work in good faith to [*Material Omitted and
                    Separately Filed Under an Application for Confidential
                    Treatment]. To the extent that Customer accepts [*Material
                    Omitted and Separately Filed Under an Application for
                    Confidential Treatment], Vendor shall [*Material Omitted and
                    Separately Filed Under an Application for Confidential
                    Treatment]. For purposes of this Subsection (ii), broadband
                    backhaul services that are not Comparable Broadband Backhaul
                    Services include, but are not limited to, an end-to-end
                    broadband service which includes the local loop, and usage-
                    based broadband backhaul services.

              (iii) As long as the aggregate number of Vendor Subscriber Lines
                    exceeds that of any other customer of Vendor, Vendor shall
                    offer to Customer [*Material Omitted and Separately Filed
                    Under an Application for Confidential Treatment].

              (iv)  For any price proposal made by Vendor to Customer at any
                    time during the Term, Vendor shall in good faith represent
                    to Customer in writing whether or not such proposal is being
                    made for reasons that include Vendor's belief that an
                    adjustment may be required pursuant to this Subsection (b).

              (v)   Customer may audit Vendor's compliance with this Subsection
                    (b) pursuant to Article 10 of the Master Agreement. In the
                    event that Vendor fails to comply with this Subsection (b)
                    (e.g., fails to adjust pricing in accordance with this
                    Subsection (b)), then Vendor shall [*Material Omitted and
                    Separately Filed Under an Application for Confidential
                    Treatment] with respect to the aggregate volume of Broadband
                    Backhaul Services purchased hereunder [*Material Omitted and
                    Separately Filed Under an Application for Confidential
                    Treatment].

8.   SPECIFICATIONS

     The Broadband Backhaul Services provided hereunder shall fully conform with
     the following Specifications (collectively, the "Broadband
     Specifications"):

          (a)  Vendor will [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] For each [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment], Vendor shall provide such [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] at a charge to Customer that [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment] ($[*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment]) [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (b)  Each circuit used to provide Broadband Backhaul Services between
               the [*Material Omitted and Separately Filed Under an Application
               for

                             Schedule C - Page 20
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               Confidential Treatment] shall have [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment].

          (c)  [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment], will be fully compliant with (i)
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment], as such referenced specifications may
               change from time to time, provided that Vendor shall not be
               required to [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment], but shall be required to
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment] within a commercially reasonable period
               of time after such software is provided and after successful
               testing by Vendor.

          (d)  If Vendor changes [*Material Omitted and Separately Filed Under
               an Application for Confidential Treatment], it will be [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment]. As of the Effective Date, [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment]:

               (i)    [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment]; and

               (ii)   [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment].

          (e)  The Broadband Backhaul Services will support the following
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment]:

               (i)    [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (ii)   [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (iii)  [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (iv)   [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (v)    [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (vi)   [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (vii)  [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

               (viii) [*Material Omitted and Separately Filed Under an
                      Application for Confidential Treatment];

                             Schedule C - Page 21
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (ix) [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment];

               (x)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment]; and

               (xi) [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment].

               The Parties acknowledge and agree that as of the Effective Date,
               the [*Material Omitted and Separately Filed Under an Application
               for Confidential Treatment]. The Broadband Backhaul Services will
               support any [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] provided by the
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          (f)  Any Broadband Backhaul Market Vendor shall support the [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment].

          The Parties acknowledge and agree that this Article 8 does not set
          forth a complete listing of required specifications applicable to
          Broadband Backhaul Services that are used to provide any non-xDSL
          services.  Any such specifications not set forth in this Article 8
          shall be mutually agreed upon by the Parties pursuant to Article 2 of
          this Schedule C.

9.   LIABILITY RESTRICTIONS

          (a)  Subject to Subsection (d) of this Section, the liability of
               Vendor to Customer for all damages arising out of or related to
               the Services provided under this Schedule will be limited to, and
               will not exceed, in the aggregate during any calendar year, ten
               percent (10%) of the aggregate amounts paid to Vendor by Customer
               (excluding Out-of-Pocket Expenses and Monthly Pass-Through
               Expenses) under this Schedule during the twelve (12) month period
               preceding the date of the event giving rise to such damages;
               provided, however, for the initial twelve (12) months following
               the Effective Date, the foregoing cap shall be no less than Five
               Million Dollars ($5,000,000). Subject to Subsections (b) and (d)
               of this Section, the liability of Vendor to Customer for damages
               arising out of or related to Services provided under this
               Schedule caused by the acts or omissions of third parties beyond
               the reasonable control of Vendor will be further limited and will
               not exceed, in the aggregate during any calendar year, the lesser
               of (i) five percent (5%) of the aggregate amounts paid to Vendor
               by Customer (excluding Out-of-Pocket Expenses and Monthly Pass-
               Through Expenses) under this Schedule during the twelve (12)
               month period preceding the date of the event giving rise to such
               damages, or (ii) Ten Million Dollars ($10,000,000); provided,
               however, for the initial twelve (12) months following the
               Effective Date, the foregoing cap shall be no less than Three
               Million Dollars ($3,000,000).

          (b)  In the event of any liability of Vendor to Customer for damages
               arising out of or related to Services provided under this
               Schedule caused by the acts or omissions

                             Schedule C - Page 22
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

           of third parties beyond the reasonable control of Vendor, then the
           Parties agree as follows:

          (i)   Vendor agrees to vigorously pursue the recovery of damages
                against the third party causing the damage, including through
                negotiations, dispute resolution, or both, to maximize the
                damages recoverable against such third party;

          (ii)  Vendor agrees to pass through to Customer any amounts that
                Vendor actually recovers from such third party relating to
                damages incurred in connection with Services provided to
                Customer under this Schedule;

          (iii) Customer agrees that in the event that Vendor has paid any
                amounts to Customer pursuant to Subsection (a) of this Section
                prior to the recovery of damages from a third party, Vendor may
                reduce the amount of recovery received from such third party by
                the amount previously paid to Customer in respect of such event
                causing the damages; and

          (iv)  Amounts recovered by Vendor from third parties shall be first
                passed on to Customer until Customer's full damages are
                satisfied.

     (c)  IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF
          WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), SHALL A PARTY BE
          LIABLE TO THE OTHER PARTY FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY,
          PUNITIVE OR SPECIAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
          POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

     (d)  The limitations set forth in Subsection (a) of this Section shall not
          apply with respect to (i) intentional breach by Vendor; (ii) damages
          occasioned by an intentional tort or the gross negligence of Vendor;
          (iii) damages occasioned by Vendor' breach of its obligations
          described in Article 11 (Confidentiality) of the Master Agreement, or
          (iv) claims subject to indemnification pursuant to this Agreement
          (such amounts paid by the indemnitee to third parties shall be deemed
          to be direct damages) other than claims subject to the indemnity set
          forth in Section 15(a) of the Master Agreement.

     (e)  Each Party shall have a duty to reasonably mitigate (i.e., minimize)
          damages for which the other Party is responsible.

                             Schedule C - Page 23
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                                  EXHIBIT C-1

                    Broadband Backhaul Purchase Commitment


1.   CONFIDENTIALITY

     This Exhibit specifies Customer's Broadband Backhaul Purchase Commitments
     pursuant to Schedule C.  The Parties specifically acknowledge that the
     purchase commitment information contained herein is highly confidential and
     that its disclosure to the public or third parties could cause significant
     harm to either Customer or Vendor or both.

2.   BROADBAND BACKHAUL PURCHASE COMMITMENTS

     2.1.  DSL Purchase Commitment.
           -----------------------

           Customer agrees to order Broadband Backhaul Services such that:

           (a)  Commencing upon the Effective Date through [*Material Omitted
                and Separately Filed Under an Application for Confidential
                Treatment]; and

           (b)  Commencing upon [*Material Omitted and Separately Filed Under an
                Application for Confidential Treatment] through [*Material
                Omitted and Separately Filed Under an Application for
                Confidential Treatment]

           (such commitment, as may be reduced pursuant to the Agreement, the
           "DSL Purchase Commitment").

     2.2.  Other Broadband Purchase Commitments.
           ------------------------------------

           Customer agrees to order Broadband Backhaul Services such that,
           during the [*Material Omitted and Separately Filed Under an
           Application for Confidential Treatment].

     2.3.  Provision of Subscriber Line Information.
           ----------------------------------------

           Customer will provide Vendor with information regarding the number of
           Vendor [*Material Omitted and Separately Filed Under an Application
           for Confidential Treatment].

3.   REDUCTION IN BROADBAND PURCHASE COMMITMENTS FOR DELIVERY FAILURE

     3.1.  Reduction Calculation.
           ---------------------

           Reduction of the Broadband Backhaul Purchase Commitments pursuant to
           Section 3.2(b)(ii) of Schedule C shall be determined in accordance
           with this Section. As of the [*Material Omitted and Separately Filed
           Under an Application for Confidential Treatment], the Parties will
           [*Material Omitted and Separately Filed Under an Application for
           Confidential Treatment].

                            Exhibit C-1 - Page 1
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

     3.2. Example of Reduction Calculation.
          --------------------------------

          This Section 3.2 sets forth examples, referenced in Section
          3.2(b)(iii) of Schedule C, of reductions in the Broadband Backhaul
          Purchase Commitments for delivery failures pursuant to Section 3.2(b)
          of Schedule C.

          (a)  As of [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]:

               (i)   [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (ii)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iii) [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iv)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment].

          (b)  As of [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]:

               (i)   [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (ii)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iii) [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iv)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment].

          (c)  As of [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]:

               (i)   [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]

               (ii)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]

               (iii) [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]

               (iv)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment].

                             Exhibit C-1 - Page 2
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

          (d)  As of [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment]:

               (i)   [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (ii)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iii) [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iv)  [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment].

                             Exhibit C-1 - Page 3
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                                  EXHIBIT C-2

                 Prices for Broadband Backhaul Access Services

1.   CONFIDENTIALITY

     This Exhibit C-2 specifies the prices for Broadband Backhaul Services
     provided pursuant to the Master Agreement and Schedule C.  The Parties
     specifically acknowledge that the pricing  information contained herein is
     highly confidential and that its disclosure to the public or third parties
     could cause significant harm to either Customer or Vendor or both.

2.   PRICES FOR BROADBAND BACKHAUL SERVICES

     2.1. Monthly Per Subscriber Line Charge.
          ----------------------------------

          "Monthly Per Subscriber Line Charge" shall be defined as follows:

          (a)  If a Vendor Broadband Subscriber Line is a Covered Subscriber
               Line, and

               (i)   the Monthly Subscriber Line Aggregate is equal to or
                     greater than [*Material Omitted and Separately Filed Under
                     an Application for Confidential Treatment];

               (ii)  the Monthly Subscriber Line Aggregate is greater than or
                     equal to [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iii) the Monthly Subscriber Line Aggregate is greater than or
                     equal to [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iv)  the Monthly Subscriber Line Aggregate is greater than or
                     equal to [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (v)   the Monthly Subscriber Line Aggregate is greater than or
                     equal to [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]; and

               (vi)  the Monthly Subscriber Line Aggregate is greater than
                     [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment].

          (b)  If a Vendor Broadband Subscriber Line is not a Covered Subscriber
               Line, and

               (i)   the Monthly Subscriber Line Aggregate is equal to or
                     greater than [*Material Omitted and Separately Filed Under
                     an Application for Confidential Treatment];

                             Exhibit C-2 - Page 1
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               (ii)  the Monthly Subscriber Line Aggregate is greater than or
                     equal to [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iii) the Monthly Subscriber Line Aggregate is greater than or
                     equal to [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (iv)  the Monthly Subscriber Line Aggregate is greater than or
                     equal to [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment];

               (v)   the Monthly Subscriber Line Aggregate is greater than or
                     equal to [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment]; and

               (vi)  the Monthly Subscriber Line Aggregate is greater than
                     [*Material Omitted and Separately Filed Under an
                     Application for Confidential Treatment].

          Notwithstanding the foregoing, each of the foregoing Monthly Per
          Subscriber Line Charges may be [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment].

     2.2. Proration of Monthly Per Subscriber Line Charge.
          -----------------------------------------------

          If Customer is able to provide Vendor with information [*Material
          Omitted and Separately Filed Under an Application for Confidential
          Treatment], then Vendor shall [*Material Omitted and Separately Filed
          Under an Application for Confidential Treatment] If Customer is not
          able to provide Vendor with such information, then

          (a)  no later than [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment] days after the end of
               each calendar month, Customer will provide Vendor [*Material
               Omitted and Separately Filed Under an Application for
               Confidential Treatment], and

          (b)  for each [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment], Customer shall pay
               [*Material Omitted and Separately Filed Under an Application for
               Confidential Treatment].

     2.3. Monthly Aggregate Subscriber Line Charge.
          ----------------------------------------

          (a)  "Monthly Aggregate Subscriber Line Charge" for a calendar month
               shall mean the greater of:

               (i)  [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment]; and

               (ii) [*Material Omitted and Separately Filed Under an Application
                    for Confidential Treatment].

                             Exhibit C-2 - Page 2
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

               For example, if [*Material Omitted and Separately Filed Under an
               Application for Confidential Treatment].

          (b)  Except with respect to [*Material Omitted and Separately Filed
               Under an Application for Confidential Treatment].

          (c)  Notwithstanding the foregoing, Vendor will [*Material Omitted and
               Separately Filed Under an Application for Confidential
               Treatment].

                             Exhibit C-2 - Page 3
<PAGE>

                       CONFIDENTIAL TREATMENT REQUESTED

                                  SCHEDULE D

                                 Other Services


During the Term, Customer will order from Vendor services (excluding Dial-Up
Access Services, Broadband Backhaul Services 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 than [*Material
Omitted and Separately Filed Under an Application for Confidential Treatment]
dollars ($[*Material Omitted and Separately Filed Under an Application for
Confidential Treatment]) (such commitment the "Other Services Purchase
Commitment"); provided, however, that charges payable for such Other Services
ordered or purchased by Customer or a Special Affiliate of Customer during
December 1999 (collectively, the "Pre-Term Private Line Agreements") shall
contribute toward Customer's satisfaction of the Other Services Purchase
Commitment.  Any orders or purchases of Other Services shall be subject to terms
and conditions mutually agreed upon by the Parties, which may include terms and
conditions similar to those set forth in the Master Agreement.  Any agreement
for Vendor to provide Other Services to Customer that are private line services
(such services collectively the "Private Line Services") shall contain a most-
favored customer provision substantially similar to the one set forth in Section
8.3(b) of Schedule B.  In the event that (i) Customer is offered by a third
party services similar to the Private Line Services at prices and terms more
competitive that those offered by Vendor or Vendor's Affiliates to Customer,
(ii) Customer, in its sole discretion, requests Vendor to provide Private Line
Services at prices and terms at least as favorable to Customer as such prices
and terms offered by such third party, and (iii) Vendor or Vendor's Affiliates
declines to provide Private Line Services at such prices and terms, then the
Other Services Purchase Commitment shall be reduced by the aggregate charges
paid to such third party for such services.

                              Schedule D - Page 1