<PAGE>   1

                                                                    EXHIBIT 10.7
[AT&T LOGO]

                        AT&T MASTER CARRIER AGREEMENT

<TABLE>
<S>                                              <C>                                          <C>
CUSTOMER Name (Full Legal Name):                                                              AT&T Sales Representative:
AT&T WIRELESS SERVICES, INC.                     AT&T Corp.,                                  RICK MILLER
                     ("CUSTOMER")                a New York corporation ("AT&T")

CUSTOMER Name (and Title) for Notice:            AT&T Name (and Title) for Notice:            AT&T Contact Telephone Number:
KURT MAAS, VICE PRESIDENT                        BARB PEDA, SENIOR VICE                       206-545-8102
                                                 PRESIDENT - SERVICE PROVIDER
                                                 MARKETS

CUSTOMER Address:                                AT&T Address:                                Initial Deposit Amount Required:
16331 NE 72ND WAY                                300 ATRIUM DRIVE                             NONE
                                                 ROOM 3E083

City            State       Zip Code             City           State     Zip Code
REDMOND         WA          98052                SOMERSET       NJ        07023

CUSTOMER Fax number for Notice:                  AT&T Fax number for Notice:
425-580-8609                                     732-805-6212
</TABLE>

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

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





<PAGE>   2

AT&T MASTER CARRIER AGREEMENT - COVER SHEET                         PAGE 2 OF 2

<TABLE>
<CAPTION>
TITLE                                                          DOC. ID                         DATE/TIME STAMP
-----                                                          -------                         ---------------
<S>                                                            <C>                             <C>
GENERAL TERMS AND CONDITIONS                                   MCA 000626A.doc                 06/26/00 10:53 AM

SUPPLEMENTAL TERMS AND CONDITIONS                              AWS STC001120.doc               11/20/00 10:47PM

FORMER AFFILIATE WHOLESALE SERVICE TERMS AND                   AWS FAWSTP010502.doc            05/02/01 7:41 PM
PRICING

FORMER AFFILIATE WHOLESALE SERVICE DESCRIPTION                 FAWS SDA 001120.doc             11/20/00 9:06 PM

AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES             AWS DTSSTP010517.doc            05/17/01 5:08 PM
TERMS AND PRICING

AT&T PRIVATE LINE AND SATELLITE SERVICES TERMS AND             AWS DSTP010517.doc              05/17/01 3:00 PM
PRICING

AT&T ATM SERVICE DESCRIPTION                                   AWS ATMSDA010214.doc            02/27/2001 3:49PM

AT&T ATM AND FRAME RELAY SERVICE TERMS AND PRICING             AWS ATM-                        05/17/01 3:02PM
                                                               FRSTP010517.doc

AT&T SDN AND 800 TERMS AND PRICING                             AWS                             06/05/01 9:27 PM
                                                               SDN800STP010605.doc

TERM AND COMMITMENT ATTACHMENT                                 AWS TCA010605.doc               06/05/01 3:26 PM

AT&T LOCAL SERVICES - PRIME INTERCONNECT SERVICE               AWS 8YYSTP010501.doc            05/17/01 6:05 PM
TERMS AND PRICING ATTACHMENT

AT&T TELECONFERENCE WEB MEETINIG SERVICES SERVICE              AWS TELCON-WEBMEET              6/5/01 12:40 PM
ORDER ATTACHMENT                                               SOA 010605

AT&T MANAGED INTERNET SERVICES TERMS AND PRICING               AWS MIS MCA STP010606           6/6/01 6:50 PM
ATTACHMENT

AT&T MANAGED INTERNET SERVICES ADDENDUM PRICING                MIS-AWS-010606                  6/6/01 7:49 PM
SCHEDULE - APPENDIX A
</TABLE>

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

AT&T WIRELESS SERVICES, INC.               AT&T CORP.

By: /s/ Gregory L. Slemons                  By: /s/ Barbara P. Peda
    --------------------------------           --------------------------------
    (Authorized Customer Signature)              (Authorized AT&T Signature)


    Gregory L. Slemons, Sr. VP                Barbara P. Peda, Sr. Vice Pres.
------------------------------------        -----------------------------------
  (Typed or Printed Name and Title)         (Typed or Printed Name and Title)

Date: 6-6-01                                     Date: 6-6-01




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                                                                          Page 1
                          GENERAL TERMS AND CONDITIONS


1. PROVISION OF SERVICES. CUSTOMER hereby orders and AT&T hereby agrees to
provide the AT&T services described in the Attachment(s) to this Agreement (the
"Services"). AT&T is not responsible for the quality of transmission or
signaling on CUSTOMER's side of the network interface between AT&T and CUSTOMER.
Service is furnished subject to the availability of the service components
required, and subject to operational and systems constraints.

2. BILLING AND PAYMENT FOR THE SERVICES. Except as may be provided in an
Attachment, AT&T will send a single monthly bill for each of the Services to one
location designated by CUSTOMER. CUSTOMER is liable for all amounts due to AT&T
under this Agreement. Payment in U.S. currency is due within thirty days after
the bill date, except as otherwise provided below with respect to Billing
Disputes.

3. NON-PAYMENT. AT&T may add interest charges to any past due amounts at the
lower of 12.0% per year or the maximum rate allowed by law. CUSTOMER shall
reimburse AT&T for reasonable attorney's fees and any other costs associated
with collecting delinquent or dishonored payments. Restrictive endorsements or
other statements on checks accepted by AT&T will not apply.

4. BILLING DISPUTES. To dispute a charge on a bill, CUSTOMER must identify the
specific charge in dispute and provide a full written explanation of the basis
for the dispute using a standard AT&T billing dispute form within 90 days after
the bill date. CUSTOMER may withhold payment of a charge subject to a good faith
dispute provided: (a) CUSTOMER submits the billing dispute, using a standard
AT&T billing dispute form, within thirty days after the bill date; (b) CUSTOMER
pays the undisputed portion of all charges; and (c) CUSTOMER cooperates
reasonably with AT&T's efforts to investigate and resolve the dispute. If AT&T
determines a disputed charge was billed in error, AT&T shall issue a credit to
reverse the amount incorrectly billed. If AT&T determines a disputed charge was
billed correctly, payment shall be due from CUSTOMER within five days after AT&T
advises CUSTOMER in writing that the dispute is denied.

5. DEPOSITS. Using its Deposit standards, AT&T has assessed and CUSTOMER shall
pay the Initial Deposit amount specified on the Cover Sheet before Services are
provided. AT&T may require CUSTOMER, during the term of this Agreement, to
tender a deposit in an amount to be determined by AT&T in its reasonable
discretion. AT&T will rely upon commercially reasonable factors to determine the
need for and amount of any deposit. These factors may include, but are not
limited to, payment history, number of years in business, history of service
with AT&T, bankruptcy history, current account treatment status, financial
statement analysis, and commercial credit bureau rating, as well as commitment
levels and anticipated monthly charges. Any deposit will be held by AT&T as a
guarantee for the payment of charges. A deposit does not relieve CUSTOMER of the
responsibility for the prompt payment of bills. Interest (at the rate of 6% per
year or such other rate as is applicable by law) will be paid to CUSTOMER for
any period that a cash deposit is held by AT&T.

6. OBLIGATIONS REGARDING TAXES. CUSTOMER shall pay any applicable local, state
and federal taxes, levied upon the sale, installation, use or provision of the
Services, except to the extent customer provides a valid tax exemption
certificate to AT&T prior to the delivery of Services. CUSTOMER shall not be
required to pay any taxes assessed on AT&T's income. Gross Receipts Taxes will
be charged to CUSTOMER in the same manner as that provided in AT&T Tariff F.C.C.
No. 1, Section 2.5.14, as amended from time to time.

7. CUSTOMER IS A CARRIER. CUSTOMER certifies it is a "common carrier" as defined
in the Communications Act of 1934 (see Sections 153(10) and 211), with all
required state and federal operating authority.

8. RESPONSIBILITIES OF CUSTOMER. CUSTOMER is responsible for interfacing and
communicating with its End Users, for placing any orders, and for assuring that
it and any Intermediate Providers comply with the provisions of this Agreement
and with all applicable federal and state laws and regulatory requirements with
respect to the Services. CUSTOMER is responsible for arranging premises access
at any reasonable time so that AT&T personnel may install, repair, maintain,
inspect or remove service components.

9. SOFTWARE. AT&T grants CUSTOMER a personal, non-transferable and non-exclusive
license (without the right to sublicense) to use, in object code form, all
software and associated written and electronic documentation and data furnished
pursuant to this Agreement (collectively, "Software"), solely in connection with
the Services and solely in accordance with applicable written and electronic
documentation. CUSTOMER will refrain from taking any steps to reverse assemble,
reverse compile or otherwise derive a source code version of the Software. The
Software shall at all times remain the sole and exclusive property of AT&T or
its suppliers. "Third-Party Software" means Software that bears a copyright
notice of a third party. "AT&T Software" means all Software other than
Third-Party Software. CUSTOMER shall not copy or download the Software, except
to the extent expressly provided otherwise in the applicable documentation for
the Service or in a writing signed by AT&T. Any copy must contain the same
copyright notices and proprietary markings as the original Software. CUSTOMER
agrees






<PAGE>   4

                                                                          Page 2
                          GENERAL TERMS AND CONDITIONS


to comply with any additional restrictions that are provided with any
Third-Party Software. The term of the license granted with respect to any
Software shall be coterminous with the Attachment which covers the Software.
CUSTOMER shall assure that its Users comply with the terms and conditions of
this Section.

10. WARRANTY WITH RESPECT TO SOFTWARE. AT&T warrants that all AT&T Software will
perform substantially in accordance with its applicable published specifications
during a warranty period of ninety (90) days beginning on the date of delivery
of the AT&T Software to CUSTOMER. If CUSTOMER returns to AT&T, within the ninety
(90) day warranty period, any AT&T Software that does not comply with this
warranty, then AT&T, at its option, will either repair or replace the portion of
the AT&T Software that does not comply or refund the amount paid by CUSTOMER for
such failed or defective AT&T Software. This warranty will apply only if the
AT&T Software is used in accordance with the terms of this Agreement and is not
altered, modified or tampered with by CUSTOMER or Users.

11. ABUSE OF SERVICE. The abuse of Service is prohibited. Using Service or
permitting Service to be used in the following ways constitutes abuse:(a)
interfering unreasonably with the use of AT&T service by others or the operation
of the AT&T network; (b) carrying calls that originate on the network of a
facilities-based interexchange carrier other than AT&T and terminate
disproportionately to domestic locations for which AT&T's cost of terminating
switched access (based on the published access rates of the incumbent local
exchange companies) is above AT&T's price for the call under this Agreement
(after application of discounts); (c) subjecting AT&T personnel or non-AT&T
personnel to hazardous conditions; (d) attempting to avoid the payment, in whole
or in part, of any charges by any means or device (non-payment of billed charges
will not be considered abuse of service for purposes of this Section); or (e)
using the Services or displaying or transmitting Content in a manner that
violates any applicable law or regulation. In any instance in which AT&T
believes in good faith that there is abuse of Service as set forth above, AT&T
may immediately restrict, suspend or discontinue providing Service or prevent
the display or transmission of Content, without liability on the part of AT&T,
and then notify CUSTOMER of the action that AT&T has taken and the reason for
such action. To the extent doing so does not interfere with its ability to
prevent abuse of Service (to be determined in AT&T's reasonable judgment), AT&T
will attempt to notify CUSTOMER before taking such action, and will attempt to
limit any restriction, suspension or discontinuance under this Section to the
locations, Content, or Services with respect to which the abuse is taking place.

12. DEFAULT. If a party breaches any material term of this Agreement and the
breach continues unremedied for 60 days after written notice of default, the
other party may terminate for cause any Attachment materially affected by the
breach. If CUSTOMER is in breach of its payment obligations (including failure
to pay a required deposit), and fails to make payment in full within 5 days
after receipt of written notice of default, AT&T may, at its option, terminate
the Agreement, terminate affected Attachments, suspend Service under the
affected Attachments, and/or require a deposit, advanced payment, or other
satisfactory assurances in connection with any or all Attachments as a condition
of continuing to provide Services; except that AT&T will not take any such
action as a result of CUSTOMER's non-payment of a charge subject to a timely
billing dispute, unless AT&T has reviewed the dispute and determined that the
charge is correct. An Attachment may be terminated by either party immediately
upon written notice if the other party has become insolvent or involved in a
liquidation or termination of its business, or adjudicated bankrupt, or been
involved in an assignment for the benefit of its creditors. CUSTOMER shall be
liable to AT&T for Termination Charges, as specified in a terminated Attachment,
in the event that AT&T terminates an Attachment as a result of a breach by
CUSTOMER. Termination by either party of an Attachment does not waive any other
rights or remedies it may have under this Agreement.

13. NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AT&T
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF
DEALING OR COURSE OF PERFORMANCE. AT&T DOES NOT WARRANT THAT THE SERVICES WILL
BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET CUSTOMER'S
REQUIREMENTS OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD
PARTIES. AT&T DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS
BEHALF AND CUSTOMER SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS.

14. LIMITATION OF LIABILITY. EITHER PARTY'S ENTIRE LIABILITY, AND THE OTHER
PARTY'S EXCLUSIVE REMEDIES, FOR ANY DAMAGES CAUSED BY ANY SERVICE DEFECT OR
FAILURE, OR FOR OTHER CLAIMS ARISING IN CONNECTION WITH ANY






<PAGE>   5

                                                                          Page 3
                          GENERAL TERMS AND CONDITIONS


SERVICE OR PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT
SHALL BE:

(a) FOR BODILY INJURY OR DEATH TO ANY PERSON, OR REAL OR TANGIBLE PROPERTY
DAMAGE, NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES ARISING FROM THE WILLFUL
MISCONDUCT OF A PARTY OR A BREACH OF THE PROVISIONS OF SECTION 17 (USE OF
MARKS), THE OTHER PARTY'S RIGHT TO PROVEN DIRECT DAMAGES;

(b) FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SET FORTH ABOVE UNDER THE
HEADING WARRANTY WITH RESPECT TO SOFTWARE;

(c) FOR INDEMNITY, THE REMEDIES SET FORTH BELOW UNDER THE HEADING
INDEMNIFICATION;

(d) FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED UNDER THIS
AGREEMENT, EACH PARTY'S LIABILITY SHALL BE LIMITED TO PROVEN DIRECT DAMAGES NOT
TO EXCEED PER CLAIM (OR IN THE AGGREGATE DURING ANY 12-MONTH PERIOD) AN AMOUNT
EQUAL TO THE TOTAL NET PAYMENTS PAYABLE BY CUSTOMER FOR THE APPLICABLE SERVICE
UNDER THE APPLICABLE ATTACHMENT DURING THE 3 MONTHS PRECEDING THE MONTH IN WHICH
THE DAMAGE OCCURRED.

EXCEPT TO THE EXTENT PROVIDED UNDER THIS AGREEMENT WITH RESPECT TO
INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR
REVENUES OF ANY KIND, OR INCREASED COST OF OPERATIONS, WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AT&T BE
LIABLE FOR ANY CLAIM OR DAMAGES CAUSED BY OR ARISING OUT OF:

(i) ANY ACT OR OMISSION (INCLUDING WITHOUT LIMITATION UNAUTHORIZED USE, THEFT,
ALTERATION, LOSS OR DESTRUCTION OF SERVICE OR THE APPLICATIONS, CONTENT, DATA,
PROGRAMS, INFORMATION, NETWORK OR SYSTEMS OF CUSTOMER, AN END USER OR ANY THIRD
PARTY) OF CUSTOMER, AN INTERMEDIATE PROVIDER, AN END USER, OR ANOTHER THIRD
PARTY,

(ii) EXCEPT AS OTHERWISE PROVIDED IN AN ATTACHMENT, SERVICE INTERRUPTIONS OR
LOST OR ALTERED MESSAGES OR TRANSMISSIONS, OR

(iii) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE SERVICES WITH
APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS PROVIDED BY CUSTOMER OR
THIRD PARTIES.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL SURVIVE FAILURE
OF AN EXCLUSIVE REMEDY, AND SHALL APPLY REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE (INCLUDING
WITHOUT LIMITATION ACTIVE AND PASSIVE NEGLIGENCE). NOTHING IN THIS SECTION
LIMITS CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF CHARGES DUE AS PROVIDED IN
THIS AGREEMENT.

15. FORCE MAJEURE. Neither party nor its Affiliates or subcontractors shall be
liable to the other party for any delay, failure in performance, loss or damage
due to force majeure conditions such as fire, explosion, power blackout,
earthquake, volcanic action, flood, hurricane, the elements, strike, embargo,
labor disputes, civil or military authority, war, acts of God, acts or omissions
of other carriers (except, for CUSTOMER, the acts of omissions of its
Intermediate Providers), acts of regulatory or governmental agencies, or other
causes beyond their reasonable control, except that CUSTOMER's obligation to pay
for services provided shall not be excused. Changes in economic, business or
competitive conditions are not force majeure conditions. If CUSTOMER is unable
to meet its commitments as a direct result of a force majeure condition,
CUSTOMER may suspend its commitments for one full billing month (or longer, with
AT&T's written consent, which shall not be unreasonably withheld). The effect of
such a suspension of commitment will be to exclude the affected month(s) from
all calculations affecting the CUSTOMER's commitments and to extend the term of
this Agreement by the same number of months. CUSTOMER must provide notice to
AT&T of the force majeure condition giving rise to the right to suspend
commitments within 30 days after its occurrence.

16. INDEMNIFICATION. CUSTOMER shall indemnify, defend, and hold harmless AT&T
and its Affiliates, directors, officers, employees, agents, successors and
assigns from any and all claims, damages and expenses whatsoever (including
reasonable attorneys' fees) arising on account of or in connection with
CUSTOMER's use, resale or sharing of the Services, including but not limited to:
(a) claims for libel, slander, invasion of privacy; (b) claims for infringement
of copyright arising from any communication using the Services; (c) claims
arising from any failure, breakdown, interruption or





<PAGE>   6

                                                                          Page 4
                          GENERAL TERMS AND CONDITIONS

deterioration of service provided by AT&T to CUSTOMER or by CUSTOMER to End
Users or Intermediate Providers; (d) claims arising from CUSTOMER's marketing
efforts; and (e) claims of patent infringement arising from combining or using
services or equipment furnished by AT&T in connection with services or equipment
furnished by others. AT&T shall indemnify, defend, and hold harmless CUSTOMER
and its Affiliates, directors, officers, employees, agents, successors and
assigns from all claims of patent infringement arising solely from the use of
the Services. CUSTOMER's indemnification obligations do not apply to claims for
damages to real or tangible personal property or for bodily injury or death
negligently caused by AT&T.

17. USE OF MARKS. Nothing in this Agreement creates in a party any rights in the
other party's trade names, trademarks, service marks or any other intellectual
property. Either party may use the other party's trade names, trademarks, or
service marks only to the extent such use is not prohibited by this Agreement
and is otherwise permitted by law (including but not limited to the Lanham Act).
In no event shall either party use or display, in advertising or otherwise, any
of the other party's logos, trade dress, trade devices or other indicia of
origin, or any confusingly similar logos, trade dress, trade devices or indicia
of origin. CUSTOMER will not conduct business under any AT&T corporate or trade
name, trademark, service mark, logo, trade dress, trade device, indicia of
origin or other symbol that serves to identify and distinguish AT&T from its
competitors, or under any confusingly similar corporate or trade name,
trademark, service mark, logo, trade dress, trade device, indicia of origin or
other symbol. CUSTOMER will not indicate or imply to any other party that
CUSTOMER is affiliated with AT&T, that CUSTOMER is authorized by AT&T to sell or
provide service to them, that CUSTOMER is providing (or will provide) service to
such party jointly or in collaboration or partnership with AT&T, or as the agent
of AT&T, or that service provided by CUSTOMER or another carrier is provided by
AT&T. Except to the limited extent (if any) as may be required under law,
neither CUSTOMER nor an Intermediate Provider shall indicate or imply to any
existing or potential End User (or Intermediate Provider) that any portion of
the service provided to the End User (or Intermediate Provider) by CUSTOMER or
the Intermediate Provider is provided by AT&T or is carried over the AT&T
network or AT&T facilities.

18. RELATIONSHIP OF THE PARTIES. The relationship between the parties shall be
that of independent contractors and not of principal and agent, employer and
employee, franchiser and franchisee, partners or joint venturers. This Agreement
does not establish CUSTOMER as a dealer, distributor or franchisee of AT&T, and
no fee is being paid to AT&T to enter into this Agreement.

19. CONFIDENTIAL INFORMATION DEFINED. "Confidential Information" consists of the
following: all information disclosed by one party or its agent or representative
(the "Disclosing Party") to the other party or its agent or representative (the
"Receiving Party") in connection with this Agreement regarding the
telecommunications needs of CUSTOMER and/or the telecommunications offerings of
AT&T, to the extent that (a) for information disclosed in written, graphic or
other tangible form, it is designated by appropriate markings to be confidential
or proprietary or (b) for information disclosed orally, it is both identified as
proprietary or confidential at the time of disclosure and summarized in a
writing so marked within 15 business days following the oral disclosure.
Notwithstanding the foregoing, all written or oral pricing and contract
proposals exchanged between the parties shall be Confidential Information,
whether or not so designated. Confidential Information is the property of the
Disclosing Party and shall be returned to the Disclosing Party upon request.
This Agreement is Confidential Information as to which each party is both a
Disclosing Party and a Receiving Party. Information made known to the public by
the Disclosing Party or a third party, or previously known to the Receiving
Party free of any obligation to keep it confidential, or independently developed
by the Receiving Party, shall not be Confidential Information.

20. CONFIDENTIALITY OBLIGATIONS. A Receiving Party shall hold all Confidential
Information in confidence from the time of disclosure until at least 2 years
following the termination of this Agreement. During that period, the Receiving
Party: (a) shall use such Confidential Information only for the purposes of
performing this Agreement and using the Services; (b) shall reproduce such
Confidential Information only to the extent necessary for such purposes; (c)
shall restrict disclosure of such Confidential Information to employees that
have a need to know for such purposes; (d) shall advise those employees of the
obligations of this Agreement; (e) shall not disclose Confidential Information
to any third party without prior written approval of the Disclosing Party except
as expressly provided in this Agreement; and (f) shall use at least the same
degree of care (in no event less than reasonable care) as it uses with regard to
its own proprietary or confidential information to prevent the disclosure,
unauthorized use or publication of Confidential Information.

21. PUBLICITY. No public statements or announcements relating to this Agreement
shall be issued by either party without the prior written consent of the other
party.






<PAGE>   7
                                                                          Page 5
                          GENERAL TERMS AND CONDITIONS

22. ALTERNATIVE DISPUTE RESOLUTION. The parties will attempt to settle any claim
for non-payment of charges or recovery of overpayment of charges for the
Services (hereinafter a "Billing Dispute"), through good faith negotiations. The
parties may agree to submit a Billing Dispute to non-binding mediation. At any
time, the party seeking payment may submit a notice of arbitration of a Billing
Dispute for arbitration under the United States Arbitration Act pursuant to the
terms of this Section and the Non-Administered Arbitration Rules of the CPR
Institute for Dispute Resolution ("CPR"), to the extent such rules do not
conflict. The Arbitration will be held in New York, New York, or any other
location selected by mutual agreement of the parties. The arbitrator shall not
have the power to award any damages in excess of the limits set forth in or
excluded under the limitations of liability provided in this Agreement. The
arbitrator may not limit, expand or otherwise modify the terms of this
Agreement. The arbitrator shall strictly limit discovery to the production of
documents directly relevant to the facts alleged in the notices of arbitration
and defense. If depositions are required, the arbitrator shall permit each Party
to conduct an equal number of depositions (not to exceed five per side), with
equal limits on the number of deposition hours for each Party (not to exceed 7
per deposition). If an evidentiary hearing is held, each Party's presentation of
its case shall be limited to three (3) days. Requests for temporary injunctive
relief may be submitted to a court of competent jurisdiction if the arbitrator
has not yet been appointed, but the arbitrator shall have the authority to
modify any injunctive relief granted by such a court. The arbitration award
shall be made final within eight months of filing of the notice of arbitration
and judgment upon the award may be entered in any court having competent
jurisdiction. All participants and the arbitrator shall hold the existence,
content and results of mediation and arbitration in confidence, except as
necessary to enforce a final settlement agreement or to enforce an arbitration
award. Each party shall bear its own expenses and equally share expenses related
to the compensation of the arbitrator. The arbitrator's award shall be in
writing and shall state the reasons for the award.

23. TIME TO BRING CLAIMS. Any initial demand for arbitration pursuant to this
Agreement, and any legal action arising under this Agreement, must be initiated
within two years after the cause of action arises.

24. NOTICES. All notices under this Agreement shall be in writing and shall be
made: (a) by personal delivery; (b) by certified or registered mail, postage
prepaid return receipt requested, (c) by overnight delivery, or (d) by facsimile
transmission. Notice shall be sent to the individuals identified on the Cover
Sheet (at the address and/or fax number designated for notice), or to such other
individual, address or fax number as a party may designate by notice to the
other party.

25. EQUIPMENT. AT&T shall retain title to all of its equipment and facilities
used to provide service under this Agreement. CUSTOMER will pay reasonable
shipping charges for delivery to CUSTOMER's premises of AT&T equipment used to
provide Service under this Agreement. CUSTOMER is liable to AT&T for the
replacement cost of any AT&T-provided equipment installed at CUSTOMER's premises
in the event of loss of said equipment for any reason, including but not limited
to theft.

26. EXPORT REGULATIONS. The parties acknowledge that the Services may be subject
to U.S. export laws and regulations. If requested, CUSTOMER will sign assurances
and other export-related documents required for AT&T to comply with U.S. export
regulations.

27. QUALITY MONITORING. CUSTOMER authorizes AT&T to monitor and record calls to
AT&T concerning the Services for training and quality control purposes.

28. ASSIGNMENT. This Agreement may not be assigned by either party except that
either party may assign its rights or delegate its duties under this Agreement
to an Affiliate of that party.

29. NO THIRD PARTY BENEFICIARIES. This Agreement does not expressly or
implicitly provide any third party (including but not limited to End Users and
Intermediate Providers) with any remedy, claim, liability, reimbursement, cause
of action or other right or privilege.

30. NON-WAIVER. The failure of a party to enforce any right under this Agreement
at any particular point in time shall not constitute a continuing waiver of any
such right with respect to the remaining term of this Agreement, or the waiver
of any other right under this Agreement.

31. SEVERABILITY. If any portion of this Agreement is found to be invalid or
unenforceable, the remaining provisions shall remain in effect and the parties
shall immediately begin negotiations to replace any invalid or unenforceable
portions that are essential parts of this Agreement.

32. SURVIVAL OF TERMS. The rights and obligations of either party that by their
nature would continue beyond the termination or expiration of this Agreement
shall survive termination or expiration of this Agreement. For example, the
provisions of this Agreement regarding Confidentiality shall remain in effect
for 2 years following termination of this Agreement and the provisions of this
Agreement regarding arbitration, use of Marks, indemnification, and/or
limitation of liability shall survive termination of this Agreement as to any
cause of action arising under the Agreement.






<PAGE>   8

                                                                          Page 6
                          GENERAL TERMS AND CONDITIONS


33. CHOICE OF LAW. The domestic law of the State of New York, except its
conflict-of-laws rules, shall govern the construction, interpretation, and
performance of this Agreement, except to the extent superceded by federal law.
The United Nations Convention on Contracts for International Sale of Goods shall
not apply.

34. AMENDMENT. No amendment, supplement, modification or waiver of any provision
of this Agreement shall be effective unless in writing and signed by authorized
representatives of both parties.

35. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the Services. This Agreement supersedes all prior
agreements, proposals, representations, statements or understandings, whether
written or oral, concerning the Services or the parties' rights or obligations
relating to the Services. Any prior representations, promises, inducements or
statements of intent regarding the Services that are not embodied in this
Agreement are of no effect.

36. DEFINITIONS. The following definitions apply in addition to the definitions
set forth elsewhere in this Agreement:

"Affiliate" - any entity that controls, is controlled by or is under common
control with a party.

"Content" - information made available, displayed or transmitted in connection
with a Service (including information made available by means of an HTML "hot
link", a third party posting or similar means) including all trademarks, service
marks and domain names contained therein as well as the contents of any bulletin
boards or chat forums, and, all updates, upgrades, modifications and other
versions of any of the foregoing.

"End User" or "User" - the entity that uses the service furnished under this
Agreement for its own use, and not for purposes of providing telecommunications
services to others.

"Intermediate Provider" - any provider or other intermediary (other than
CUSTOMER or its agents or employees) in the sales chain between CUSTOMER and an
End User.

"Tariff" - the AT&T Tariffs identified in the Attachments, and the successor
documents of general applicability that replace such tariffs in the event of
detariffing.

If not otherwise defined, capitalized terms shall be defined as provided in
AT&T's Tariffs.


                          End of Terms and Conditions




<PAGE>   9
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 1 of 9



                  SUPPLEMENTAL TERMS AND CONDITIONS ATTACHMENT

CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement:      ___________________         (by CUSTOMER)

                                     ___________________         (by AT&T)
================================================================================

The General Terms and Conditions of the Agreement are hereby revised as follows:

1.   Section 1 is deleted in its entirety and replaced with the following:

          1S.  PROVISION OF SERVICES. CUSTOMER hereby orders and AT&T hereby
               agrees to provide the AT&T services described in the
               Attachment(s) to this Agreement (the "Services"). AT&T is not
               responsible for the quality of transmission or signaling on
               CUSTOMER's side of the network interface between AT&T and
               CUSTOMER. Service is furnished subject to the availability of the
               service components required, and subject to operational and
               systems constraints; provided that AT&T will comply with the
               Service Level Agreements applicable to each Service.

2.   Section 2 is deleted in its entirety and replaced with the following:

          2S.  BILLING AND PAYMENT FOR THE SERVICES. Except as may be provided
               in an Attachment, AT&T will send a single monthly bill for each
               of the Services to one location designated by CUSTOMER. At
               CUSTOMER's request, AT&T will review the billing capabilities
               applicable to the various Services with CUSTOMER (including the
               level of billing detail available, type of billing media, and
               bill delivery options). CUSTOMER is liable for all amounts due to
               AT&T under this Agreement. Payment in U.S. currency is due within
               thirty days after the bill date, except as otherwise provided
               below with respect to Billing Disputes.

3.   Section 3 is deleted in its entirety and replaced with the following:

          3S.  NON-PAYMENT. AT&T may add interest charges to any amounts not
               paid within 45 days after the bill date at the lower of 12.0% per
               year or the maximum rate allowed by law, except that no interest
               will apply in connection with failure to pay charges for Services
               for which CUSTOMER or its Affiliate is the End User within 90
               days of the bill date, to the extent such charges are
               specifically identified as being in dispute within such 90 day
               period in accordance with Section 4S. CUSTOMER shall reimburse
               AT&T for reasonable attorney's fees and any other costs
               associated with collecting




<PAGE>   10
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 2 of 9


               delinquent or dishonored payments (this requirement does not
               apply with respect to charges withheld in connection with a bona
               fide dispute). Restrictive endorsements or other statements on
               checks accepted by AT&T will not apply.

4.   Section 4 is deleted in its entirety and replaced with the following:

          4S.  BILLING DISPUTES. To dispute a charge on a bill, CUSTOMER must
               identify the specific charge in dispute and provide a written
               explanation of the basis for the dispute. CUSTOMER may withhold
               payment of a charge subject to a good faith dispute provided: (a)
               CUSTOMER submits the billing dispute within thirty days after the
               bill date; (b) CUSTOMER pays the undisputed portion of all
               charges; and (c) CUSTOMER cooperates reasonably with AT&T's
               efforts to investigate and resolve the dispute. If CUSTOMER pays
               a billed charge for Services for which CUSTOMER or its Affiliate
               is the End User within 45 days of the bill date, and thereafter
               (but in all events within 90 days of the bill date) specifically
               identifies that charge as being in dispute and provides a written
               explanation of the basis for the dispute, CUSTOMER may set off
               the amount of such disputed charge from other charges due to
               AT&T. If AT&T determines a disputed charge was billed in error,
               AT&T shall issue a credit to reverse the amount incorrectly
               billed. If AT&T determines a disputed charge was billed
               correctly, payment shall be due from CUSTOMER within five days
               after AT&T advises CUSTOMER in writing that the dispute is
               denied. Any such determination by AT&T or payment by CUSTOMER
               will be without prejudice to CUSTOMER's right to invoke the
               Alternative Dispute Resolution set forth in Section 22 with
               respect to such dispute.

5.   Section 5 is deleted in its entirety and replaced with the following:

          5S.  DEPOSITS. CUSTOMER shall not be required to pay any Initial
               Deposit. AT&T may require CUSTOMER, during the term of this
               Agreement, to tender a deposit in an amount to be determined by
               AT&T in its reasonable discretion, but not to exceed three
               months' worth of charges under this Agreement. AT&T will rely
               upon commercially reasonable factors to determine the need for
               and amount of any deposit. These factors may include, but are not
               limited to, payment history, number of years in business, history
               of service with AT&T, bankruptcy history, current account
               treatment status, financial statement analysis, and commercial
               credit bureau rating, as well as commitment levels and
               anticipated monthly charges. Any deposit will be held by AT&T as
               a guarantee for the payment of charges. A deposit does not
               relieve CUSTOMER of the




<PAGE>   11
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 3 of 9


               responsibility for the prompt payment of bills. Interest (at the
               rate of 6% per year or such other rate as is applicable by law)
               will be paid to CUSTOMER for any period that a cash deposit is
               held by AT&T. In the event that CUSTOMER is required to post a
               deposit, AT&T will revisit the need for a deposit every six
               months and, using the same criteria for determining whether a
               deposit is required in the first instance. In the event that a
               deposit is no longer required, AT&T will return the deposit and
               accumulated interest to CUSTOMER.

6.   Section 8 is deleted in its entirety and replaced with the following:

          8S.  RESPONSIBILITIES OF CUSTOMER. CUSTOMER is responsible for
               interfacing and communicating with its End Users, for placing any
               orders, and for assuring that it and any Intermediate Providers
               comply with the provisions of this Agreement and with all
               applicable federal and state laws and regulatory requirements
               with respect to the Services. CUSTOMER is responsible for
               arranging premises access at any reasonable time upon reasonable
               prior request, so that AT&T personnel may install, repair,
               maintain, inspect or remove service components.

7.   Section 11 is deleted in its entirety and replaced with the following:

          11S. ABUSE OF SERVICE. The abuse of Service is prohibited. Using
               Service or permitting Service to be used in the following ways
               constitutes abuse: (a) interfering unreasonably with the use of
               AT&T service by others or the operation of the AT&T network; (b)
               with respect to voice services provided at aggregated rates
               (i.e., combined rate for transport and access), carrying calls
               that originate on the network of a facilities-based interexchange
               carrier other than AT&T and terminate disproportionately to
               domestic locations for which AT&T's cost of terminating switched
               access (based on the published access rates of the incumbent
               local exchange companies) is above AT&T's price for the call
               under this Agreement (after application of discounts) (provided
               that the parties do not intend this provision to be triggered as
               a result of the actual calling patterns of End Users when such
               calling patterns reasonably reflect the calling patterns across
               CUSTOMER's entire network); (c) with respect to voice services
               provided at aggregated rates (i.e., combined rate for transport
               and access), segregating traffic to deliver higher cost interLATA
               calls to AT&T under this Agreement and lower cost interLATA calls
               to another carrier (or to AT&T under a different arrangement);
               (d) subjecting AT&T personnel or non-AT&T personnel to hazardous
               conditions;




<PAGE>   12
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 4 of 9


               (e) attempting to avoid the payment, in whole or in part, of any
               charges by any means or device (non-payment of billed charges
               will not be considered abuse of service for purposes of this
               Section); or (f) using the Services or displaying or transmitting
               Content in a manner that violates any applicable law or
               regulation. In any instance in which AT&T believes in good faith
               that there is abuse of Service as set forth in Section 11(a),
               11(d) or 11(e) above, AT&T may immediately restrict, suspend or
               discontinue providing Service, without liability on the part of
               AT&T, and then notify CUSTOMER of the action that AT&T has taken
               and the reason for such action. To the extent doing so does not
               interfere with its ability to prevent abuse of Service (to be
               determined in AT&T's reasonable judgment), AT&T will contact
               CUSTOMER before taking such action. In any instance in which AT&T
               believes in good faith that there is abuse of Service as set
               forth in Section 11(b), 11(c) or 11(e), AT&T shall provide
               written notice to Customer such abuse of Service. If such abuse
               of Service continues unremedied for 10 days after such notice,
               AT&T may immediately restrict, suspend or discontinue providing
               Service or prevent the display or transmission of Content,
               without liability on the part of AT&T, and then notify CUSTOMER
               of the action that AT&T has taken and the reason for such action.
               AT&T will attempt to limit any restriction, suspension or
               discontinuance under this Section to the locations, Content, or
               Services with respect to which the abuse is taking place, and
               will promptly restore Service once the abuse issue has been
               resolved.

8.   Section 14 is deleted in its entirety and replaced with the following:

          14S. LIMITATION OF LIABILITY. EITHER PARTY'S ENTIRE LIABILITY, AND THE
               OTHER PARTY'S EXCLUSIVE REMEDIES, FOR ANY DAMAGES CAUSED BY ANY
               SERVICE DEFECT OR FAILURE, OR FOR OTHER CLAIMS ARISING IN
               CONNECTION WITH ANY SERVICE OR PERFORMANCE OR NON-PERFORMANCE OF
               OBLIGATIONS UNDER THIS AGREEMENT SHALL BE:

               (a) FOR BODILY INJURY OR DEATH TO ANY PERSON, OR REAL OR TANGIBLE
               PROPERTY DAMAGE, NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES
               ARISING FROM THE WILLFUL MISCONDUCT OF A PARTY OR A BREACH OF THE
               PROVISIONS OF SECTION 17 (USE OF MARKS), THE OTHER PARTY'S RIGHT
               TO PROVEN DIRECT DAMAGES;

               (b) FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SET FORTH
               ABOVE UNDER THE HEADING WARRANTY WITH RESPECT TO SOFTWARE;




<PAGE>   13
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 5 of 9


               (c) FOR INDEMNITY, THE REMEDIES SET FORTH BELOW UNDER THE HEADING
               INDEMNIFICATION;

               (d) FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED
               UNDER THIS AGREEMENT, EACH PARTY'S LIABILITY SHALL BE LIMITED TO
               PROVEN DIRECT DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE
               AGGREGATE DURING ANY 12-MONTH PERIOD) AN AMOUNT EQUAL TO THE
               TOTAL NET PAYMENTS PAYABLE BY CUSTOMER FOR THE APPLICABLE SERVICE
               UNDER THE APPLICABLE ATTACHMENT DURING THE 3 MONTHS PRECEDING THE
               MONTH IN WHICH THE DAMAGE OCCURRED.

          EXCEPT TO THE EXTENT PROVIDED UNDER THIS AGREEMENT WITH RESPECT TO
          INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
          ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL
          DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS,
          ADVANTAGE, SAVINGS OR REVENUES OF ANY KIND, OR INCREASED COST OF
          OPERATIONS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
          POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AT&T BE LIABLE FOR ANY
          CLAIM OR DAMAGES CAUSED BY OR ARISING OUT OF:

               (i) ANY ACT OR OMISSION (INCLUDING WITHOUT LIMITATION
               UNAUTHORIZED USE, THEFT, ALTERATION, LOSS OR DESTRUCTION OF
               SERVICE OR THE APPLICATIONS, CONTENT, DATA, PROGRAMS,
               INFORMATION, NETWORK OR SYSTEMS OF CUSTOMER, AN END USER OR ANY
               THIRD PARTY) OF CUSTOMER, AN INTERMEDIATE PROVIDER, AN END USER,
               OR ANOTHER THIRD PARTY OUTSIDE OF AT&T'S CONTROL,

               (ii) EXCEPT AS OTHERWISE PROVIDED IN AN ATTACHMENT, SERVICE
               INTERRUPTIONS OR LOST OR ALTERED MESSAGES OR TRANSMISSIONS FOR
               SERVICES PROVIDED UNDER THIS AGREEMENT, OR

               (iii) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE
               SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR
               NETWORKS PROVIDED BY CUSTOMER OR THIRD PARTIES.

          THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL SURVIVE
          FAILURE OF AN EXCLUSIVE REMEDY, AND SHALL APPLY REGARDLESS OF THE FORM
          OF ACTION, WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR
          NEGLIGENCE (INCLUDING WITHOUT LIMITATION ACTIVE AND PASSIVE
          NEGLIGENCE). NOTHING IN THIS SECTION LIMITS




<PAGE>   14
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 6 of 9


          CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF CHARGES DUE AS PROVIDED
          IN THIS AGREEMENT.

9.   Section 16 is deleted in its entirety and replaced with the following:

          16S. INDEMNIFICATION. CUSTOMER shall indemnify, defend, and hold
               harmless AT&T and its Affiliates, directors, officers, employees,
               agents, successors and assigns from any and all claims, damages
               and expenses whatsoever (including reasonable attorneys' fees)
               arising on account of or in connection with CUSTOMER's use,
               resale or sharing of the Services, including but not limited to:
               (a) claims for libel, slander, invasion of privacy; (b) claims
               for infringement of copyright arising from any communication
               using the Services; (c) claims arising from any failure,
               breakdown, interruption or deterioration of service provided by
               AT&T to CUSTOMER or by CUSTOMER to End Users or Intermediate
               Providers ("Service Claims"), provided that CUSTOMER will have no
               obligation to indemnify AT&T against Service Claims to the extent
               each of the following conditions are met with respect to such
               claims -- (i) such claims are for direct damages, (ii) such
               claims arise from AT&T's gross negligence or willful misconduct
               and (iii) CUSTOMER is not in breach of its obligation under
               Section 37S (this provision does not affect CUSTOMER's obligation
               to defend AT&T against all Service Claims); (d) claims to the
               extent arising from CUSTOMER's marketing efforts; and (e) claims
               of patent infringement or other claims of intellectual property
               infringement to the extent such claims arise from combining or
               using services or equipment furnished by AT&T in connection with
               services or equipment furnished by others. CUSTOMER's
               indemnification obligations do not apply to claims for damages to
               real or tangible personal property or for bodily injury or death
               negligently caused by AT&T.

               AT&T shall indemnify, defend, and hold harmless CUSTOMER and its
               Affiliates, directors, officers, employees, agents, successors
               and assigns from all claims of patent infringement or other
               claims of intellectual property infringement to the extent such
               claims arise solely from the use of the Services (provided that
               AT&T will have no obligation to indemnify against claims of
               patent infringement or other claims of intellectual property
               infringement to the extent such claims arise from combining or
               using services or equipment furnished by AT&T in connection with
               services or equipment furnished by others). AT&T shall indemnify
               CUSTOMER and its Affiliates, directors, officers, employees,
               agents, successors and assigns from all Service Claims to the
               extent such claims (a) are for




<PAGE>   15
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 7 of 9


               direct damages and (b) arise from AT&T's gross negligence or
               willful misconduct, provided that AT&T will have no obligation to
               indemnify CUSTOMER against Service Claims if CUSTOMER is in
               breach of its obligation under Section 37S. AT&T shall have the
               right to assume the responsibility for the defense of Service
               Claims against CUSTOMER for which AT&T has an indemnification
               obligation. The parties shall cooperate reasonably with each
               other in connection with the defense of any actions brought
               against both parties arising from Service Claims.

10.  Section 25 is deleted in its entirety and replaced with the following:

          25S. EQUIPMENT. AT&T shall retain title to all of its equipment and
               facilities used to provide service under this Agreement. If
               agreed by CUSTOMER prior to shipping, CUSTOMER will pay
               reasonable shipping charges for delivery to CUSTOMER's premises
               of AT&T equipment used to provide Service under this Agreement.
               CUSTOMER is liable to AT&T for the replacement cost of any
               AT&T-provided equipment installed at CUSTOMER's premises in the
               event of loss of said equipment for any reason, including but not
               limited to theft (except to the extent such loss is the result of
               the negligence, recklessness or willful misconduct of AT&T).

11.  The following definitions are added to Section 36:

               "Concert" - Concert Communications Company and it Affiliates.

               "Change of Control" - Change of Control as defined in the
               Separation and Distribution Agreement.

               "Distribution Date" - the Distribution Date as defined in the
               Separation and Distribution Agreement.

               "Concert Framework Agreement" - the Framework Agreement between
               AT&T and British Telecommunications plc dated as of October 23,
               1998.

               "Separation and Distribution Agreement" - the Separation and
               Distribution Agreement, dated as of June 4, 2001, by and
               between AT&T and AT&T Wireless Services, Inc.

12.  A new Section 37S is added, as follows:

          37S. THIRD PARTY CLAIMS. CUSTOMER shall ensure that, to the extent
               permitted by applicable law, its contracts with Intermediate
               Providers and End Users limit the liability of AT&T to the
               Intermediate Provider or End User to the same extent as such
               contracts limit CUSTOMER's own liability.




<PAGE>   16
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 8 of 9


13.  A new section 38S is added, as follows:

          38S. CHANGE OF CIRCUMSTANCES. If, due to a business downturn, a change
               in business operations or End User behavior, a corporate
               divestiture, or a network optimization using other AT&T services,
               which significantly reduces the volume of network services
               required by CUSTOMER under this Agreement, CUSTOMER will be
               unable, notwithstanding its best reasonable efforts, to avoid
               application of a Shortfall Charge or Non-Compliance Charge, AT&T
               and CUSTOMER will cooperate in determining whether any
               modifications to this Agreement are appropriate. Such mutually
               agreeable modifications may include, without limitation, changes
               to the revenue commitment, term commitment, rates and charges,
               and/or other provisions. This provision shall not apply to a
               change resulting from a decision by CUSTOMER to transfer portions
               of its service or projected growth to carriers other than AT&T.
               CUSTOMER must give AT&T written notice of an event it believes
               will trigger the application of this provision within 120 days
               after the event occurs.

14.  A new Section 39S is added, as follows:

          39S. JOINT STEWARDSHIP REVIEWS. Beginning no more than six months
               after the Agreement takes effect, and at approximately six-month
               intervals thereafter (or more often if the parties agree), the
               parties will engage in joint stewardship reviews to review each
               parties performance under this Agreement (including the status of
               performance against Monitoring Conditions and any adjustments
               thereto), developments in the telecommunications market
               (including prices and service capabilities), and CUSTOMER's
               expected telecommunications needs for the upcoming twelve months,
               and will determine whether any mutually agreeable changes to the
               charges or other terms and conditions of this Agreement are
               appropriate. No such changes will be effective unless a written
               amendment to this Agreement is executed by duly authorized
               representatives of both parties.

15.  A new Section 40S is added, as follows:

          40S. QUALITY. AT&T must comply with quality metrics to be agreed by
               the parties. The quality metrics will include overall network
               quality, provisioning and installation times, individual feature
               quality metrics, carrier (CARE) metrics, and a disaster recovery
               plan.




<PAGE>   17
SUPPLEMENTAL TERMS AND CONDITIONS                                    Page 9 of 9


16.  A new Section 41S is added, as follows:

          41S. COMPETITIVENESS. The Services must remain competitive in feature
               availability. In the event that (1) CUSTOMER wishes to purchase a
               material service feature that is not available from AT&T or (2) a
               feature offered by AT&T is not materially competitive in nature
               or quality to a feature offered by another service provider, then
               CUSTOMER may purchase the feature from another service provider
               and such purchase will adjust the calculation of CUSTOMER's
               quantity commitments accordingly.

17.  A new Section 42S is added, as follows:

          42S. BILLING FLEXIBILITY. AT&T may use billing systems designed to
               support other services to prepare bills for the Services provided
               under this Agreement (for example, AT&T may use the VTNS billing
               system to support the Covered Services, as defined in the Terms
               and Conditions Attachment).

18.  A new Section 43S is added, as follows:

          43S. ALASKA-BASED SERVICES. The parties will negotiate in good faith
               to establish terms under which AT&T, or its Affiliate Alascom,
               Inc. will provide Services to CUSTOMER that will enable CUSTOMER
               to support its End Users needs and its own needs for long
               distance service originating in Alaska, subject to legal,
               regulatory, and operational constraints. The parties intend that
               such services will be provided on rates, terms and conditions
               substantially similar to those applicable to similar services
               provided under this Agreement, provided that the provision of
               such service on such rates terms and conditions does not
               materially and adversely affect AT&T or Alascom in the operation
               of their business with respect to other customers.

19.  A new Section 44S is added, as follows:

          44S. CHANGE OF CONTROL. In the event of a Change of Control of a
               party, the other party will have the right to terminate this
               Agreement without liability for such termination upon 12 months
               notice provided within 30 days after the Change of Control takes
               effect.

================================================================================
                                End of Attachment





<PAGE>   18
AT&T FORMER AFFILIATE WHOLESALE                                      Page 1 of 6
SERVICE TERMS AND PRICING



      AT&T FORMER AFFILIATE WHOLESALE SERVICE TERMS AND PRICING ATTACHMENT

CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement:  _____________________       (by CUSTOMER)

                                 _____________________       (by AT&T)
================================================================================

1.   SERVICES PROVIDED. AT&T will provide the following Services to CUSTOMER
     under this Attachment and pursuant to the terms of the Agreement and the
     applicable Tariffs specified below.

     A.   AT&T FORMER AFFILIATE WHOLESALE SERVICE. AT&T Former Affiliate
          Wholesale Service, as described in the AT&T Former Affiliate Wholesale
          Service Description Attachment to the Agreement.

     B.   AT&T FORMER AFFILIATE WHOLESALE SERVICE - DIRECTORY ASSISTANCE. AT&T
          Former Affiliate Wholesale Service - Directory Assistance, as
          described in the AT&T Former Affiliate Wholesale Service Description
          Attachment to the Agreement.

2.   TERM. The Term of this Attachment is five (5) years. CUSTOMER may elect to
     extend the Term for up to three additional one-year periods, by providing
     notice to AT&T of such election at least three months prior to the date the
     Term would otherwise end in the absence of such extension. Upon expiration
     of the Term, this Attachment will remain in effect on a month-to-month
     basis (terminable by either party on thirty days' notice), and all rates
     and charges will be subject to change by AT&T upon thirty days' notice. The
     Term begins on the first day of the first calendar month on or after the
     Distribution Date (which day is referred to as the "Term Start Date").

3.   PURCHASING COMMITMENTS

     A.   MINIMUM ANNUAL VOLUME COMMITMENT.

          1.   For the year 2001, CUSTOMER will buy (and will cause its
               Affiliates to buy) all domestic voice telecommunications services
               used to provide long distance mobility service exclusively from
               AT&T, except that CUSTOMER and its Affiliates may complete
               Committed OCC Purchases. Committed OCC Purchases are purchases of
               domestic voice services used to provide long distance mobility
               service from carriers other than AT&T to the extent such
               purchases are reasonably necessary to enable CUSTOMER to meet
               binding revenue or volume commitments to such carriers that were
               in existence as of October 31, 2000. For each year of the Term,
               the Minimum Annual Volume Commitment for domestic transport
               services (MAVC) will be equal to the number of minutes of such
               use for the year 2001, determined as of December




<PAGE>   19
AT&T FORMER AFFILIATE WHOLESALE                                      Page 2 of 6
SERVICE TERMS AND PRICING


               31, 2001, subject to adjustment each year as described in Section
               3.A.2 and in Section 6.B (Benchmarking).

          2.   If the total minutes of domestic AT&T Former Affiliate Wholesale
               Service used by CUSTOMER in any year of the Term is less than the
               MAVC applicable for that year, CUSTOMER will be considered in
               Shortfall and the difference between the applicable MAVC and the
               total minutes of domestic AT&T Former Affiliate Wholesale Service
               used by CUSTOMER in that year will be referred to as the
               "Shortfall Amount". If CUSTOMER is in Shortfall, the Shortfall
               Amount will be added to the MAVC for the following year of the
               Term. If CUSTOMER is in Shortfall for the fifth year of the Term
               (or for any additional year of the term after the fifth year),
               CUSTOMER will pay a Shortfall Charge equal to the Shortfall
               Amount for such year of the Term times $0.01. In the event of a
               Change of Control of CUSTOMER, the MAVC will be changed to 90% of
               the total minutes of domestic AT&T Former Affiliate Wholesale
               Service used by CUSTOMER in the twelve full billing months
               immediately preceding the Change of Control and CUSTOMER's right
               to rollover the Shortfall Amount from one year to the next will
               terminate (except the MAVC will not be so changed and such
               rollover right shall not terminate if AT&T elects to terminate
               the entire Agreement as a result of such Change of Control). In
               the event such rollover right is terminated, if CUSTOMER is in
               Shortfall at the end of any year of the Term, CUSTOMER will pay a
               Shortfall Charge equal to the Shortfall Amount for such year of
               the Term times $0.01.

          3.   If CUSTOMER elects to terminate this Agreement as a result of a
               Change of Control of AT&T, there will be no Shortfall for the
               year of the Term in which CUSTOMER provides notice of such
               termination. The twelve months following such notice will be
               deemed the last year of the Term, and the MAVC for that year will
               be equal to 90% of the MAVC (as adjusted) for the year in which
               such notice was provided. If CUSTOMER is in Shortfall at the end
               of the last year of the Term, CUSTOMER will pay a Shortfall
               Charge equal to the Shortfall Amount for such year times $0.01.

     B.   INTERNATIONAL COMMITMENT.

          1.   Except as provided in Section 3.B.2. of this Attachment, CUSTOMER
               is required to obtain all of its requirements for international
               telecommunications services from AT&T during the Term to the same
               extent that AT&T is required to obtain all of its requirements
               for international telecommunications services from Concert under
               the terms of the Framework Agreement.

          2.   In the event that CUSTOMER merges with or acquires another
               company, CUSTOMER will be required to obtain a percentage of its
               requirements for international telecommunications services from
               AT&T during the remainder of the Term. The required percentage
               shall be determined as of the effective date of the




<PAGE>   20
AT&T FORMER AFFILIATE WHOLESALE                                      Page 3 of 6
SERVICE TERMS AND PRICING


               merger or acquisition as the quotient of the total international
               usage and recurring charges incurred by CUSTOMER for the three
               full billing months preceding the effective date of the merger or
               acquisition divided by the total international usage and
               recurring charges incurred by CUSTOMER and by the merged or
               acquired company combined for the same period.

     C.   RIGHT TO MATCH. From the beginning of the Term through December 31,
          2003, AT&T will have a right of first refusal to match all offers by
          other service providers for domestic transport and termination voice
          telecommunications service with respect to contracts for CUSTOMER's
          traffic volumes in excess of the applicable MAVC. If AT&T matches such
          competitive offers with respect to such traffic volumes, CUSTOMER will
          accept AT&T's offer; provided that this right of first refusal will
          not apply to contracts covering up to 20% of CUSTOMER's traffic
          volumes in excess of the applicable MAVC. From January 1, 2004 through
          the end of the Term, AT&T will have the right to bid with respect to
          contracts for CUSTOMER's traffic volumes in excess of the applicable
          MAVC. Such right of first refusal and right to bid will be subject to
          currently existing CUSTOMER contracts or contracts that CUSTOMER may
          assume through merger or acquisition activity. In the event of a
          Change of Control of AT&T, AT&T's right of first refusal and right to
          bid under this provision will terminate (except such rights shall not
          terminate if CUSTOMER elects to terminate the entire Agreement as a
          result of such Change of Control).

4.   RATES AND CHARGES. The rates for Services provided under this Attachment
     are as provided in Schedule 1 (Rates) to this Attachment. AT&T reserves the
     right to change from time to time the rates for Services under this
     Attachment, regardless of any provisions that would otherwise stabilize
     rates or limit rate increases, to reasonably reflect charges or payment
     obligations imposed on AT&T stemming from an order, rule or regulation of
     the Federal Communications Commission or a court of competent jurisdiction,
     or any other governmental entity or authority, concerning (i) compensation
     of payphone service providers, (ii) universal service fund ("USF") charges,
     (iii) presubscribed interexchange carrier charges ("PICCs"), or (iv) other
     governmental charges or fees imposed in connection with the provision of
     Services, or to reasonably reflect charges or payment obligations imposed
     on AT&T related to termination of domestic calls to mobile numbers. Any
     change in rates under this provision will be reasonably designed to recover
     AT&T's costs associated with the charges or obligations imposed on AT&T
     giving rise to the right to change such rates (subject to operational
     constraints and billing capabilities). Rate changes (upward and downward)
     will be applied to CUSTOMER in the same manner as applied generally to
     other AT&T customers.

5.   MONITORING CONDITIONS. CUSTOMER must satisfy the following Monitoring
     Conditions which will be monitored as of each semi-annual anniversary of
     the Term Start Date, as provided in the AT&T Former Affiliate Service
     Description Attachment. Unless otherwise specified below, the Monitoring
     Period consists of the six months immediately preceding the




<PAGE>   21
AT&T FORMER AFFILIATE WHOLESALE                                      Page 4 of 6
SERVICE TERMS AND PRICING


     semi-annual anniversary of the Term Start Date. If CUSTOMER fails to
     satisfy any of the following Monitoring Conditions during any Monitoring
     Period, CUSTOMER will pay a Non-compliance Charge as specified.

     A.   The number of intrastate minutes of use of AT&T Former Affiliate
          Wholesale Service shall not be more than 20% of the total domestic
          minutes of use AT&T Former Affiliate Wholesale Service. The
          Non-Compliance Charge will be $0.02 for each intrastate minute of use
          of AT&T Former Affiliate Wholesale Service in excess of 20% of the
          total domestic minutes of use AT&T Former Affiliate Wholesale Service
          during the Monitoring Period.

     B.   The number of domestic minutes of use of AT&T Former Affiliate
          Wholesale Service originating over a switched access arrangement
          (rather than over direct connect trunks) shall not be more than 5% of
          the total number of domestic minutes of use of AT&T Former Affiliate
          Wholesale Service during the Monitoring Period. The Non-Compliance
          Charge will be $0.01 for each minute of use of AT&T Former Affiliate
          Wholesale Service originating over a switched access arrangement in
          excess of 5% of the total number of domestic minutes of use of AT&T
          Former Affiliate Wholesale Service during the Monitoring Period.

6.   CLASSIFICATIONS, PRACTICES AND REGULATIONS

     A.   DETARIFFING. If during the Term of this Attachment, any of the tariffs
          of AT&T referenced herein are canceled, in whole or in part, pursuant
          to a statutory change, order or requirement of a governmental or
          judicial authority of competent jurisdiction requiring detariffing,
          then, following such cancellation, any rates, terms and conditions of
          such tariffs that had been applicable to the Services provided under
          this Agreement will continue to apply, based on the language of the
          tariffs in effect as of the date of cancellation, unless modified by
          this Attachment or the Agreement.

     B.   BENCHMARKING.

          1.   During the last four months of each year of the Term (except for
               the last), CUSTOMER may initiate a Benchmarking Review by
               providing credible evidence of pricing or offers from other top
               tier providers (i.e., from any RBOC or any of the other top three
               providers of long distance voice service, as measured by total
               annual domestic minutes of use) for domestic voice transport and
               termination services under similar terms and conditions to those
               applicable to the Services provided under this Attachment. In the
               event of a Change of Control of CUSTOMER, CUSTOMER may initiate a
               Benchmarking Review during the two months preceding each
               semi-annual anniversary of the Term Start Date instead of during
               the last four months of each year of the Term (unless AT&T elects
               to terminate the entire Agreement as a result of such Change of
               Control).




<PAGE>   22
AT&T FORMER AFFILIATE WHOLESALE                                      Page 5 of 6
SERVICE TERMS AND PRICING


          2.   If CUSTOMER would realize an overall `net economic benefit' (the
               net economic benefit to CUSTOMER will be determined based on the
               net cost to CUSTOMER under the terms of the competitive offer,
               compared to the net cost to CUSTOMER under the terms of this
               Agreement, for the services subject to the competitive offer)
               under such a competitive offer as compared to buying service from
               AT&T under this Agreement, and AT&T does not elect to match the
               competitive offer, then CUSTOMER may reduce the MAVC for the
               following year by 110% of the number of minutes covered by the
               competitive offer, subject to the following percentage reduction
               caps (the percentage reduction caps are applied based on the
               original MAVC, without taking into account any adjustments to the
               MAVC):

<TABLE>
<CAPTION>
                     Year for which MAVC may be reduced       Percentage Reduction Cap
                     ----------------------------------       ------------------------
<S>                                                           <C>
                                   Year 2                                10%
                                   Year 3                                10%
                                   Year 4                                30%
                                   Year 5                               100%
</TABLE>

          3.   Benchmarking comparisons shall not be made to spot market
               pricing.

     C.   PRICING REVIEW. The parties will conduct a pricing review under this
          provision beginning in the sixth month of the Term, and every sixth
          months thereafter. CUSTOMER's pricing for the Services provided under
          this Attachment will be the lowest prices charged by AT&T with respect
          to any customer (excluding governmental customers and AT&T Affiliates)
          that purchase the same services in reasonably comparable volumes and
          under reasonably comparable terms (including commitments and term) as
          CUSTOMER. In the event that AT&T charges lower pricing to another
          entity as described above, AT&T will provide the lower pricing to
          CUSTOMER, effective upon the end of the review. In the event of a
          Change of Control of CUSTOMER, this Section 6.C will terminate (except
          this Section 6.C shall not terminate if AT&T elects to terminate the
          entire Agreement as a result of such Change of Control).

     D.   MIGRATION TO ALTERNATE SERVICE ARRANGEMENT. The parties will work
          together in good faith to reach agreement on the terms of an alternate
          domestic service arrangement that will be in closer alignment with
          wholesale market-based telecommunications service arrangements. The
          parties contemplate that such alternative arrangement will include
          disaggregated rates for originating access (direct connect trunks or
          switched access), transport, and termination. If the parties agree to
          such an alternate domestic service arrangement, CUSTOMER will be
          required to implement a CIC other than 0288 for all traffic carried
          across its network.




<PAGE>   23
AT&T FORMER AFFILIATE WHOLESALE                                      Page 6 of 6
SERVICE TERMS AND PRICING


     E.   WIRELESS TRAFFIC ONLY. CUSTOMER will use the services provided under
          this Attachment only for purposes of completing calls that are
          originated on its wireless telecommunications network for both fixed
          wireless and mobile applications.

7.   TERMINATION CHARGE.

     If CUSTOMER terminates this Attachment prior to the end of the Term (except
     for a termination due to AT&T's breach of the Agreement or due to a Change
     of Control of AT&T), or if AT&T terminates this Attachment or the Service
     provided under this Attachment prior to the end of the Term due to
     CUSTOMER's breach of the Agreement, CUSTOMER will be billed a Termination
     Charge as provided in Schedule 1 (Rates). This Termination Charge will be
     AT&T's exclusive remedy for the termination of the Attachment or Service
     provided under this Attachment.


================================================================================
                                End of Attachment




<PAGE>   24
AT&T Former Affiliate Wholesale Service                            Page 1 of 6
Service Description Attachment

                   AT&T FORMER AFFILIATE WHOLESALE SERVICE

                             1. SERVICE DESCRIPTION

1.1.   AT&T FORMER AFFILIATE WHOLESALE SERVICE

       (a)    AT&T Affiliate Wholesale Service is an outbound voice
              telecommunications service designed to meet the needs of Former
              AT&T Affiliates that are internal users of the AT&T network. A
              Former AT&T Affiliate is an entity that (1) as of the date the
              Agreement is executed, is a wholly-owned subsidiary or an
              operating unit of AT&T Corp., (2) is engaged in the provision of
              Telecommunications Service (as defined in the Communications Act
              of 1935, as amended), and (3) as of the Effective Date, obtains
              access to the AT&T network as an internal user and is internally
              charged for its use of the AT&T network based on self-reported
              usage volumes.

       (b)    AT&T Former Affiliate Wholesale Service calls are delivered to an
              AT&T Central Office* either (1) on a direct connect basis over a
              Feature Group D (FGD) Trunk between a CUSTOMER Switch** and the
              AT&T Central Office or (2)

--------

      *  As used in this Agreement, an "AT&T Central Office" is an AT&T long
         distance Central Office in one of the forty-eight contiguous United
         States, the District of Columbia, or Hawaii which AT&T designates for
         AT&T Former Affiliate Wholesale Service capability.

      ** As used in this Attachment, a "CUSTOMER Switch" is a telecommunications
         switch that (1) is owned and operated by CUSTOMER, (2) is a traffic
         aggregation point, not a point of interface with an End User's
         telecommunications system (any existing telecommunications switch used
         by CUSTOMER as of November 20, 2000 for the routing of End User calls
         will be deemed to meet this portion of the definition of CUSTOMER
         Switch) (3) is used predominantly to provide telecommunications



<PAGE>   25
AT&T Former Affiliate Wholesale Service                            Page 2 of 6
Service Description Attachment



              using a switched access arrangement through the switching
              facilities of a Local Exchange Carrier. AT&T Former Affiliate
              Wholesale Service calls are dialed and completed without the
              assistance of an AT&T operator, and do not include calling card
              calls, person-to-person calls, collect calls, third-number billed
              calls, conference calls, and calls to 500, 700 (except to the
              extent provided in this Attachment), 800, 8yy, 900 or other
              special Service Area Codes.

       (c)    Domestic Rates

       A Blended Usage Rate applies for the origination of calls (on a direct
       connect or switched access basis) and the domestic transport and
       termination of calls from the AT&T Central Office at which the call
       originates to the called number. The Blended Usage Rate is a single rate
       that applies to interstate and intrastate calls that terminate within the
       United States. The Blended Usage Rate is set forth in the Former
       Affiliate Wholesale Service Terms and Pricing Attachment.


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

       services on a common carrier basis, and (4) utilizes signaling that
       adheres to all applicable standards and requirements as described in the
       following references:


       (a)for common channel signaling, all applicable standards and
       requirements (specifically including delivery of Charge Number, Calling
       Party Number and Originating Line Information parameters) set forth in
       (i) Bellcore GR-905-CORE, "Common Channel Signaling Network Interface
       Specification", (ii) ANSI T1.111-1996, "American National Standard for
       Telecommunications-Signaling System No.7 (SS7)-Message Transfer Part
       (MTP)", and (iii) ANSI T1.113-1995, "American National Standard for
       Telecommunications-SS7-ISDN User Part"; and


       (b) for either common channel signaling or EAMF signaling, all applicable
       standards and requirements set forth in Bellcore GR-690-CORE, "Exchange
       Access Interconnection FSD 20-24-0000".


<PAGE>   26
AT&T Former Affiliate Wholesale Service                            Page 3 of 6
Service Description Attachment



       (d)    International Rates

       International Former Affiliate Wholesale Service calls will be subject to
       a Blended Domestic Origination Rate and an International Transport and
       Termination Rate.

              (1)    Blended Domestic Origination Rate

              The Blended Domestic Origination Rate applies for the origination
              of calls (on a direct connect or switched access basis) and the
              domestic transport of calls from the AT&T Central Office at which
              the call originates to the Concert International Gateway Switch in
              the United States. The Domestic Origination Rate is specified in
              the AT&T Former Affiliate Service Terms and Pricing Attachment.

              (2)    International Transport and Foreign Termination Rate

              The International Transport and Foreign Termination Rate for the
              termination of calls from the Concert International Gateway Switch
              in the United States to the point of termination outside the
              United States. Separate rates may apply for the termination of
              calls to mobile telephone numbers. The International Transport and
              Foreign Termination Rate will be determined as specified in the
              AT&T Former Affiliate Service Terms and Pricing Attachment.

1.2.   AT&T FORMER AFFILIATE SERVICE - DIRECTORY ASSISTANCE

AT&T Former Affiliate Service - Directory Assistance provides unbranded domestic
directory assistance for calls placed that are routed to AT&T by CUSTOMER for
delivery to 1-NPA-555-1212 (where "NPA" is the area code for the telephone
number being sought). (CUSTOMER is not required to route such calls to AT&T.) A
Directory Assistance agent will provide the telephone number associated with a
name and address supplied by the caller, if available, for up to two directory
assistance lookups per call, for locations in the U.S. Mainland and Hawaii.


<PAGE>   27
AT&T Former Affiliate Wholesale Service                            Page 4 of 6
Service Description Attachment


AT&T Former Affiliate Service - Directory Assistance does not include toll free
directory assistance. CUSTOMER will be responsible for:

       (a) The Blended Usage Rate associated with the AT&T Former Affiliate
       Wholesale Service call to the AT&T Former Affiliate Service - Directory
       Assistance platform; and

       (b) The per call service charge associated with providing AT&T Former
       Affiliate Service - Directory Assistance, as described in the Service
       Terms and Pricing Attachment.

1.3.   SS7 INTERCONNECTION

CUSTOMER may arrange for an SS7 Interconnection between its SS7 Signaling
Network and AT&T's SS7 Signaling Network through an SS7 Direct Connection or an
SS7 Aggregator Connection. Under an SS7 Direct Connection, CUSTOMER
interconnects its SS7 Signaling Network to AT&T's SS7 Signaling Network via a
dedicated "D" link quad. CUSTOMER is responsible for obtaining the required "D"
links. Under an SS7 Aggregator Connection, CUSTOMER interconnects its SS7
Signaling Network to an AT&T-approved SS7 signaling aggregator who in turn has a
D-link quad installed to AT&T's SS7 Signaling Network. CUSTOMER is responsible
for establishing and maintaining its arrangement with the aggregator, and
provisioning any "A" links which are required from CUSTOMER's Service Switch
Point to the aggregator's Signal Transfer Point, as required for SS7
interconnection. The SS7 Connection will enable the exchange of ISDN User Part
(ISUP) call setup signaling messages (query and response) and Message Transfer
Part (MTP) network management messages to set up and tear down voice and analog
data calls, for calls that originate through CUSTOMER's network and terminate
over the AT&T network.


<PAGE>   28
AT&T Former Affiliate Wholesale Service                            Page 5 of 6
Service Description Attachment



1.4.  SERVICE FORECASTING

At least one month before the start of each calendar quarter, CUSTOMER shall
provide to AT&T a written forecast of anticipated service volumes for AT&T
Former Affiliate Wholesale Service provided under this Agreement for the
following fifteen months. The quarterly forecast will include the information
required by the AT&T Former Affiliate Wholesale Service forecast document, which
AT&T will provide to CUSTOMER.

1.5.  FRAUD MANAGEMENT

CUSTOMER shall take reasonable measures to protect against fraudulent usage of
the Services, including implementing systems and procedures to monitor, detect,
and prevent fraud. CUSTOMER will be liable for any charges for the use of the
Services under this Agreement resulting from toll fraud usage or other
unauthorized calling, regardless of whether or not the fraudulent usage or
unauthorized calling was or should have been detected by AT&T.

                               2. SERVICE DELIVERY

2.1.  CUSTOMER CARE

The parties will work together in good faith to develop a Customer Care plan
that will define procedures applicable to ordering, provisioning, trouble
reporting and maintenance.

                                   3. BILLING

      The parties will work together in good faith with a billing vendor to be
jointly designated by the parties [Convergys] to determine what billing reports
and information should be provided to enable AT&T to render reasonably accurate
and complete bills to CUSTOMER, taking into account the appropriate balance
between accuracy and completeness of bills and costs of billing.


<PAGE>   29
AT&T Former Affiliate Wholesale Service                            Page 6 of 6
Service Description Attachment


(AT&T will be responsible for the cost of billing, including the development
costs for any new billing reports developed by the billing vendor pursuant to
AT&T's written instructions.) AT&T will render monthly invoices to CUSTOMER.

================================================================================
                                End of Attachment


<PAGE>   30
AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES                 Page 1 of 6
TERMS AND PRICING


              AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES
                          TERMS AND PRICING ATTACHMENT


CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement:                            (by CUSTOMER)

                                                           (by AT&T)
================================================================================

1.    SERVICES   PROVIDED.   AT&T  will  provide  the  following  Services  to
      CUSTOMER  under  this  Attachment  and  pursuant  to  the  terms  of the
      Agreement and the applicable Tariffs specified below.

       A.     AT&T LOCAL SERVICES - DIGITAL TRANSMISSION SERVICE. Digital
              Transmission Service, as described in TCG Tariff F.C.C. No. 2, as
              amended from time to time (or a successor tariff that may be filed
              by AT&T), including: DS0-2 Wire, 4 Wire, 2.4 to 56K/64; DS-1,
              DS-3; E-1; OC-3, OC-3c, OC-12.

       B.     AT&T LOCAL SERVICES - DEDICATED ENTRANCE FACILITIES. AT&T will
              provide Dedicated Entrance Facilities on an individual case basis
              (ICB) as further described in Schedule 2 of this Attachment. The
              Dedicated Entrance Facilities will consist of point to point
              dedicated, digital transport services at optical rates of OC-3,
              OC-12 or OC-48 between the CUSTOMER's premises and an AT&T Node or
              other designated premises. AT&T will provide service channels from
              the Dedicated Entrance Facilities at rates of DS-3, STS-1, OC-3c
              and OC-12c. At the request of CUSTOMER, AT&T will provide dual
              entrance facilities at the CUSTOMER premises and the AT&T Node,
              provided that CUSTOMER pays all construction costs. CUSTOMER will
              provide connecting facility assignments (CFA) and letters of
              authorization (LOA) for authorized parties requiring access to the
              Dedicated Entrance Facilities.


       The Services may be provided in each metropolitan area by a wholly owned
       subsidiary of AT&T. AT&T will notify CUSTOMER from time to time of the
       identity of each such subsidiary. In the event of a conflict between the
       terms of this Attachment and the terms of the applicable Tariffs or
       Service Order Forms, the terms of the Attachment will control.

2.     ORDERING PROCEDURES. CUSTOMER agrees to send to the designated AT&T
       representative a BELLCORE Standard Access Service Request, or an
       AT&T-provided Service Order Form signed by the CUSTOMER, for all new,
       supplemental, or disconnect orders. CUSTOMER will utilize Network Data
       Mover ("NDM"), ACMS (to the extent available under a separate Agreement
       or Attachment to this Agreement), FAX, or mail as appropriate. It is the
       responsibility of the CUSTOMER to ensure that orders are properly
       completed and received by AT&T.



<PAGE>   31
AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES                 Page 2 of 6
TERMS AND PRICING


3.    TERM. The Term of this Attachment consists of an Ordering Period and a
      Circuit Ramp-Down Period. Upon expiration of the Term, this Attachment
      will remain in effect on a month-to-month basis (terminable by either
      party on thirty days' notice), and all rates and charges will be subject
      to change by AT&T upon thirty days' notice.

       A.     ORDERING PERIOD. The Ordering Period is five (5) years, beginning
              on the Distribution Date, which day is also referred to herein as
              the Contract Effective Date. CUSTOMER may elect to extend the
              Ordering Period for up to three additional one-year periods, by
              providing notice to AT&T of such election at least twelve months
              prior to the date the Ordering Period would otherwise end in the
              absence of such extension.

       B.     CIRCUIT TERM. A separate Circuit Term will apply with respect to
              each local private line provided under this Attachment. The
              Circuit Term for any local private line installed as of the
              Contract Effective Date will be three years from the Contract
              Effective Date. The Circuit Term for any local private line
              installed after the Contract Effective Date will be one year
              (beginning on the date AT&T completes installation of the local
              private line), unless otherwise specified on the Service Order
              Form.

       C.     CIRCUIT RAMP-DOWN PERIOD. The Circuit Ramp-Down Period begins on
              the first day after the end of the Ordering Period, and ends on
              the last day of the last remaining Circuit Term. CUSTOMER may not
              submit new service orders under this Agreement during the Circuit
              Ramp-Down Period. During the Circuit Ramp-Down Period, all rates
              and charges (other than rates and charges applicable to channels
              with an unexpired Circuit Term) are subject to change by AT&T upon
              thirty days' notice.

4.     RATES AND CHARGES.

       A.     The rates for the Digital Transmission Service are set forth in
              TCG Tariff F.C.C. No. 2 or the applicable state tariff, as amended
              from time to time (or successor tariffs that may be filed by
              AT&T), except as otherwise specified in Schedule 1 of this
              Attachment.

       B.     The rates for Dedicated Entrance Facilities are specified in
              Schedule 2 of this Attachment.

       C.     AT&T reserves the right to change the rates for any Services not
              yet ordered under this Attachment.

5.     CREDITS AND WAIVERS. Credit allowances will be applied for Digital
       Transmission Service outages in accordance with the provisions of the
       applicable Tariff. No other promotions, credits or waivers apply.



<PAGE>   32
AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES                 Page 3 of 6
TERMS AND PRICING


6.     ELEMENTS OBTAINED FROM THIRD PARTIES.

       A.     AT&T will use reasonable efforts to obtain network elements that
              are requested by CUSTOMER and that are obtainable only from a
              designated local exchange carrier ("LEC") other than AT&T. The use
              of the network elements will be subject to all applicable terms
              and provisions contained in the applicable LEC tariffs, or AT&T's
              interconnection agreement with the LEC, as these may be amended
              from time to time.

       B.     In the event of a rate increase in the LEC tariffs or
              interconnection agreements for network elements, AT&T will have
              the option to increase its rates to CUSTOMER to recover fully such
              rate increase from the LEC (without mark-up), notwithstanding
              anything to the contrary in any other agreement between CUSTOMER
              and AT&T.

       C.     AT&T makes no representations, warranties or guarantees regarding
              the quality, availability or restoration of the LEC network
              elements. CUSTOMER's sole remedy in the event that such network
              elements are of poor quality, are unavailable, or are not
              installed or repaired on a timely basis are such credits as AT&T
              actually recovers from the LEC.

7.     CLASSIFICATIONS, PRACTICES AND REGULATIONS.

       A.     DETARIFFING. If, during the Term of this Attachment, any of the
              Tariffs referenced herein are canceled, in whole or in part,
              pursuant to a statutory change, order or requirement of a
              governmental or judicial authority of competent jurisdiction
              requiring detariffing, then, following such cancellation, any
              rates, terms and conditions of such Tariffs that had been
              applicable to the Services provided under this Attachment will
              continue to apply, based on the language of the Tariffs in effect
              as of the date of cancellation, unless modified by this Attachment
              or the Agreement.

       B.     DEFINITIONS. Terms not otherwise defined in this Attachment below
              or in the Agreement have the meanings provided in the applicable
              Tariffs.

              1.     Point of Demarcation - the interface (CUSTOMER provided DSX
                     jack, or other mutually acceptable equipment) between AT&T
                     and CUSTOMER at CUSTOMER's Point of Presence.

              2.     Local Network Connectivity Services - includes

                     (a)    dedicated local private line services (e.g., DS1,
                            DS3, OCX), including but not limited to: (i) LEC and
                            IXC trunking and tandem function; (ii) intermachine
                            trunking; connectivity to cell sites, MSCs; (iii)
                            connectivity to data centers, call centers,
                            corporate locations; (iv) connectivity to SS7 STPs;
                            (v) connectivity to voice




<PAGE>   33
AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES                 Page 4 of 6
TERMS AND PRICING



                            mail and other platforms; and (vi) optical channel
                            service (e.g., Lambdas); and

                     (b)    8YY dips and delivery to IXC for all 8YY traffic
                            originated by CUSTOMER's End Users.

8.     RESPONSIBILITIES OF THE PARTIES.

       A.     FORECASTS. During the Ordering Period, CUSTOMER will submit a
              non-binding forecast of capacity requirements for each city/area
              served under this Attachment. The forecast will be submitted on a
              quarterly basis and will include the next twelve-month period of
              service.

       B.     EQUIPMENT SPACE. At the request of AT&T, CUSTOMER will provide to
              AT&T, without charge, space, power and environmental conditions at
              the Points of Demarcation and at each CUSTOMER termination point
              as reasonably necessary to provide the Services. CUSTOMER agrees
              to protect from damage any network channel terminating equipment
              installed in such space by AT&T as part of the Services. CUSTOMER
              agrees to return such equipment to AT&T at the expiration of the
              applicable term in its original condition, ordinary wear and tear
              excepted.

       C.     ACCESS TO SITE. At the request of AT&T, CUSTOMER will arrange
              access to the rights-of-way, conduit and equipment space for each
              CUSTOMER termination point at any time so that AT&T's authorized
              personnel, employees, or agents may install, repair, maintain,
              inspect, replace or remove any and all facilities and associated
              equipment provided by AT&T.

       D.     INSTALLATION. AT&T will provide Service to the Point of
              Demarcation. Equipment and service beyond the Point of Demarcation
              are the responsibility of CUSTOMER. At such time as AT&T completes
              installation or connection of the necessary fiber optic facilities
              and/or equipment to provide the Services, AT&T will conduct
              appropriate tests thereon. Upon successful completion of such
              tests AT&T will notify customer that such Services are available
              for use, and the date of such notice will be called the "Service
              Date." AT&T will use reasonable efforts, subject to the other
              provisions hereof, to make the Services available by the estimated
              Service Date specified in the Service Order Form. AT&T will not be
              liable for any damages whatsoever resulting from delays in meeting
              any Service Dates. Such delays will include, but not be limited
              to, delays in obtaining necessary regulatory approvals for
              construction, delays in obtaining right-of-way approvals and
              delays in actual construction work. In the event there is a delay
              that is not caused by CUSTOMER or an End-User, and such delay
              continues for thirty (30) days after the estimated Service Date
              for any Services, then CUSTOMER may cancel the relevant order
              provided that CUSTOMER pays any special construction costs
              incurred by AT&T. In the event there is a delay caused




<PAGE>   34
AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES                 Page 5 of 6
TERMS AND PRICING


              by CUSTOMER or an End-User, and such delay continues for thirty
              (30) days after the estimated Service Date for any Services, AT&T
              may commence billing CUSTOMER for the Services effective on the
              estimated Service Date.

       E.     MAINTENANCE. AT&T's standard maintenance services are included in
              the monthly recurring charges. At CUSTOMER's request, and to the
              extent possible, AT&T will perform diagnostic or troubleshooting
              maintenance services by telephone. AT&T will have no
              responsibility for the maintenance and repair of any kind with
              respect to equipment and facilities not provided by AT&T. AT&T
              will assess CUSTOMER its standard charges for any maintenance
              visits with respect to Service problems which are determined to
              arise from equipment or facilities not provided by AT&T.

       F.     QUARTERLY NETWORK PLANNING MEETINGS. The parties will meet at
              least once every quarter during the Ordering Period to discuss
              information concerning CUSTOMER's plans nationwide for new high
              bandwidth Local Network Connectivity Services (OCX/DS3 and above).
              (CUSTOMER will not be precluded from holding similar meetings with
              any other provider of such services.)

       G.     During the Ordering Period, AT&T will provide to CUSTOMER a list
              of markets where AT&T has a major network presence (the AT&T Local
              Markets). AT&T will update the list of AT&T Local Markets on not
              more than quarterly intervals and cities other than those on the
              list will not be considered AT&T Local Markets. CUSTOMER will
              request that AT&T provide a quote on any new Local Network
              Connectivity Services (including existing services for which
              CUSTOMER is or becomes no longer contractually committed to obtain
              from its current supplier) to be ordered by CUSTOMER in any AT&T
              Local Market. CUSTOMER will accept AT&T's quote for such service
              and award the business to AT&T so long as AT&T:

              1.     has performed to CUSTOMER's reasonable satisfaction with
                     respect to committed levels of performance in the
                     installation, operation and maintenance of previous Local
                     Network Connectivity Services (a) for the first year of the
                     Ordering Period, during the preceding three-month period,
                     and (b) for subsequent years of the Ordering Period
                     (including any renewal year), during the preceding
                     six-month period;

              2.     responds to such request within the time period specified
                     by CUSTOMER (which shall be at least as long as the time
                     period required by CUSTOMER as a condition for any other
                     prospective supplier to respond to the same request);



<PAGE>   35
AT&T LOCAL SERVICES - DEDICATED TRANSPORT SERVICES                 Page 6 of 6
TERMS AND PRICING



              3.     offers to provide the requested services on price terms
                     that are at least as favorable to CUSTOMER as those offered
                     in good faith by any other reputable provider for the
                     requested services; and

              4.     agrees to meet performance levels that are reasonably
                     comparable to levels offered in good faith by such other
                     provider (including, but not limited to, an installation
                     interval that is within 2 weeks of the interval offered by
                     the other provider).

9.     TERMINATION CHARGE. If, within the agreed term for a specific Service,
       CUSTOMER terminates the specific Service (except for a termination due to
       AT&T's breach of the Agreement), or if AT&T terminates this Attachment or
       a Service provided under this Attachment due to CUSTOMER's breach of the
       Agreement, then CUSTOMER will owe AT&T a Termination Charge calculated as
       follows (this Termination Charge will be AT&T's exclusive remedy for the
       termination of the Attachment or Service provided under this Attachment):

       A.     for any Service provided over AT&T facilities and terminated
              within one year after the Service Date, 100% of the balance of the
              amounts due for the remainder of the first year plus 40% (or such
              lower percentage termination charge as AT&T provides to any other
              similarly situated customer of the Services provided under this
              Attachment) of the amounts due for the remainder of the term
              (after the end of the first year) under the relevant Service Order
              Form, unless otherwise agreed between the parties;

       B.     for any Service provided over AT&T facilities and terminated one
              year or more after the Service Date, 40% (or such lower percentage
              termination charge as AT&T provides to any other similarly
              situated customer of the Services provided under this Attachment)
              of the amounts due for the remainder of the term under the
              relevant Service Order Form, unless otherwise agreed between the
              parties; and

       C.     for any Service provided over facilities other than those owned by
              AT&T, for any OC-n Service, and for any Service provided on an
              Individual Case Basis (ICB), CUSTOMER will owe AT&T 100% of the
              amounts due for the remainder of the term under the relevant
              Service Order Form, unless otherwise agreed between the parties.


==============================================================================
                                End of Attachment




<PAGE>   36
AT&T PRIVATE LINE AND SATELLITE                                    Page 1 of 5
SERVICE TERMS AND PRICING


     AT&T PRIVATE LINE AND SATELLITE SERVICE TERMS AND PRICING ATTACHMENT


CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement:                            (by CUSTOMER)
                                ---------------------------
                                                           (by AT&T)
                                ---------------------------
================================================================================

1.     SERVICES PROVIDED. AT&T will provide the following Services to CUSTOMER
       under this Attachment and pursuant to the terms of the Agreement and the
       applicable Tariffs specified below.

       A.     AT&T PRIVATE LINE SERVICES. AT&T Private Line Services (AT&T
              Tariff F.C.C. No. 9, as amended from time to time) consisting of:

              1.     AT&T Private Line SONET OC12 Services

              2.     AT&T ACCUNET(R) SONET T155 Services

              3.     AT&T ACCUNET Fractional T45 Services

              4.     AT&T ACCUNET T45 Services

              5.     AT&T ACCUNET T1.5 Services

              6.     AT&T ACCUNET Spectrum of Digital Services

              7.     International T155 Service - Overseas

              8.     AT&T International ACCUNET T45 Service-Canada

              9.     AT&T International ACCUNET T45 Service-Overseas

              10.    International Full Channel Service - Overseas

              11.    AT&T International ACCUNET Digital Services

              12.    AT&T International ACCUNET 2.048 Mbps Service-Mexico

              13.    AT&T International ACCUNET T1.5 Service-Canada

              14.    AT&T International ACCUNET T1.5 Service-Mexico

              15.    AT&T International ACCUNET Spectrum of Digital
                     Services-Canada

              16.    AT&T International ACCUNET Spectrum of Digital
                     Services-Mexico




<PAGE>   37
AT&T PRIVATE LINE AND SATELLITE                                    Page 2 of 5
SERVICE TERMS AND PRICING


       B.     AT&T OC-48 INTEROFFICE CHANNELS - AT&T OC-48 Interoffice Channels
              are available only as Unprotected Service. Unprotected Service
              provides a dedicated transport capacity between AT&T Central
              Offices on a route that does not have a protection path within the
              AT&T network. AT&T Technical Reference 54078 (as revised from time
              to time) applies to OC-48c Interoffice Channels.

       C.     AT&T 1.544 MBPS ECHO CANCELLATION. AT&T 1.544 Mbps Echo
              Cancellation is an Office Function providing non-frequency
              selective echo cancellation in AT&T's central office to improve
              the quality of an AT&T T1.5 Inter Office Channel used for voice
              transmissions. Echo cancellation is disruptive to data
              transmissions, and is only available on an AT&T T1.5 Inter Office
              Channel that is designated by CUSTOMER for use for voice
              transmissions.

       D.     AT&T LOCAL CHANNEL SERVICES. AT&T Local Channel Services (AT&T
              Tariff F.C.C. No. 11, as amended from time to time) consisting of:

              1.     ACCUNET T155 Mbps Local Channel Services

              2.     AT&T TERRESTRIAL 45 Mbps Local Channel Services

              3.     AT&T TERRESTRIAL 1.544 Mbps Local Channel Services

              4.     AT&T Digital Data Local Channel Service

              5.     AT&T ACCUNET Generic Digital Access Services

              6.     AT&T Voice Grade Local Channel Service

       E.     AT&T SATELLITE SERVICES. AT&T Satellite Services (AT&T Tariff
              F.C.C. No. 7, as amended from time to time) consisting of AT&T
              International Satellite Shared Earth Station Service.

2.     TERM AND COMMITMENT. The Term and Volume Commitments applicable to the
       Services provided under this Attachment are set forth in the Term and
       Commitment Attachment to this Agreement. The Services provided under this
       Attachment are Covered Data Services for purposes of the Term and
       Commitment Attachment.

3.     RATES AND CHARGES. The Rates and Charges for the Services provided under
       this Attachment are the same as the undiscounted Rates and Charges under
       the applicable Tariffs, as amended from time to time, except as provided
       in Schedule 1 (Rates and Discounts) to this Attachment.

4.     DISCOUNTS. The discounts provided in Schedule 1 (Rates and Discounts) to
       this Attachment are the only discounts for the Services provided under
       this Attachment.



<PAGE>   38
AT&T PRIVATE LINE AND SATELLITE                                    Page 3 of 5
SERVICE TERMS AND PRICING


5.     CREDITS AND WAIVERS. The following credits and waivers are the only
       credits and waivers that apply to the Services provided under this
       Attachment. No other promotions, credits or waivers apply.

       A.     INSTALLATION CHARGE WAIVER. AT&T will waive the Nonrecurring
              Installation Charges associated with the installation of certain
              Services or service components provided under this Attachment. No
              waiver applies to Services or service components that are
              disconnected and reconnected after this Attachment is made part of
              the Agreement.

              1.     Minimum In-Service Period. A twelve-month Minimum
                     In-Service Period applies for any service components
                     installed subject to a waiver of Installation Charges. If
                     any such service component is disconnected prior to the end
                     of the Minimum In-Service Period, CUSTOMER will be billed
                     for the Installation Charges previously waived for that
                     service component.

              2.     Charges Covered by Waiver. This Installation Charge Waiver
                     applies only to the following charges that would otherwise
                     be incurred for Services provided under this Attachment:

              (a)    Installation Charges for AT&T Private Line SONET OC12
                     Services

              (b)    Installation Charges for AT&T ACCUNET SONET T155 Services

              (c)    Installation Charges for AT&T Private Line Services, if
                     provided under AT&T Tariff F.C.C. No. 9, would be eligible
                     for discounting under the Multiservice Volume Pricing Plan
                     (this waiver does not apply to any Access Connection or
                     Function Connection that provides the physical connection
                     to AT&T services provided under AT&T Tariff F.C.C. Nos. 1
                     or 2)

              (d)    Installation Charges for AT&T International Private Line
                     Services

              (e)    Installation Charges for AT&T International Satellite
                     Shared Earth Station Services

              (f)    Installation Charges for AT&T Local Channel Services that,
                     if provided under AT&T Tariff F.C.C. No. 11, would be
                     eligible to receive discount under the Local Channel
                     Services Multiservice Volume Pricing Plan

              (g)    Installation Charges for AT&T TERRESTRIAL 45 Local Channel
                     Services

              (h)    Installation Charges for the following AT&T ACCUNET Service
                     Office Connections, Channel Options and Office Functions



<PAGE>   39
AT&T PRIVATE LINE AND SATELLITE                                    Page 4 of 5
SERVICE TERMS AND PRICING


                     (1)    AT&T Private Line SONET OC12 Service Access
                            Connections (USOC 041AC)

                     (2)    AT&T Private Line SONET OC12 Service Function
                            Connections (USOC NRZFC)

                     (3)    AT&T ACCUNET SONET T155 Service Access Connections
                            (USOC 041AC)

                     (4)    AT&T ACCUNET SONET T155 Service Function Connections
                            (USOC NRZFC)

                     (5)    AT&T ACCUNET T45 Service Access Connections (USOC
                            O41AC)

                     (6)    AT&T ACCUNET T45 Service Function Connections (USOC
                            NRZFC)

                     (7)    AT&T ACCUNET T45 Service Enhanced Diversity Routing
                            (USOC DY7D1)

                     (8)    AT&T ACCUNET T45 Service Specified Routing and
                            Avoidance (USOC DY7AS)

                     (9)    AT&T ACCUNET T45 Service M28 Multiplexing (USOC M2X)

                     (10)   AT&T ACCUNET T1.5 Service Access Connections (USOC
                            O41AC)

                     (11)   AT&T ACCUNET T1.5 Service Function Connections (USOC
                            NRZFC)

                     (12)   AT&T ACCUNET T1.5 Service Enhanced Diversity Routing
                            (USOC DY7D1)

                     (13)   AT&T ACCUNET T1.5 Service Specified Routing and
                            Avoidance (USOC DY7AS)

              (i)    Installation Charges for AT&T 1.544 Mbps Echo Cancellation

       B.     ACF RECURRING CHARGE WAIVER. AT&T will waive the Monthly Recurring
              Charges for the Access Coordination Function (ACF) associated with
              all AT&T Terrestrial 45 Mbps Local Channels and AT&T Terrestrial
              1.5 Mbps Local Channels installed after this Attachment is made
              part of the Agreement. No waiver applies with respect to Local
              Channels that are disconnected and



<PAGE>   40
AT&T PRIVATE LINE AND SATELLITE                                    Page 5 of 5
SERVICE TERMS AND PRICING

              reconnected after this Attachment is made part of the Agreement. A
              twelve-month Minimum In-Service Period applies for any Local
              Channel for which the ACF Monthly Recurring Charges are waived. If
              the Local Channel is disconnected prior to the end of the Minimum
              In-Service Period, CUSTOMER will be billed a Termination Charge
              equal to the amount of Monthly Recurring Charges waived under this
              Section for the ACF associated with the disconnected Local
              Channel.

       6.     CLASSIFICATIONS, PRACTICES AND REGULATIONS. Except as otherwise
              provided in this Attachment, the rates and regulations that apply
              to the Services provided under this Attachment are as set forth in
              the applicable Tariffs.

              A.     DETARIFFING. If, during the Term of this Attachment, any of
                     the tariffs of AT&T referenced herein are canceled, in
                     whole or in part, pursuant to a statutory change, order or
                     requirement of a governmental or judicial authority of
                     competent jurisdiction requiring detariffing, then,
                     following such cancellation, any rates, terms and
                     conditions of such tariffs that had been applicable to the
                     Services provided under this Agreement will continue to
                     apply, based on the language of the tariffs in effect as of
                     the date of cancellation, unless modified by this
                     Attachment or the Agreement.

              B.     DEFINITIONS. Terms not otherwise defined in this Attachment
                     or in the Agreement have the meanings provided in the
                     applicable Tariffs.

==============================================================================
                                End of Attachment




<PAGE>   41
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 1 of 22



                     AT&T ATM SERVICE DESCRIPTION ATTACHMENT


CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement:         __________________ (by CUSTOMER)

                                        __________________ (by AT&T)

================================================================================
This Attachment describes the various component services that comprise the AT&T
Asynchronous Transfer Mode (ATM) Service. The only services provided under this
Agreement are those identified as services provided in the Service Terms and
Pricing Attachment. AT&T Asynchronous Transfer Mode (ATM) Service are not
interoperable with any AT&T tariffed services, features or capabilities, except
to the extent as may be expressly set forth in this Agreement.

         1.       AT&T DOMESTIC ATM SERVICE.

                  A.       AT&T Asynchronous Transfer Mode Service ("ATM") is
                           based on the asynchronous transfer mode technology,
                           features and options described in this Attachment.
                           Under this Attachment, Domestic ATM Service is
                           available only within the contiguous U.S.

                  B.       CUSTOMER can access ATM Service by terminating its
                           access circuit(s) on a DS1 (1.5 Mbps), DS3 (45 Mbps)
                           or OC3 (155 Mbps) Port residing in an ATM Service
                           Point-of-Presence. A 1.5, 45 or 155 Mbps Port Speed
                           defines the maximum rate the CUSTOMER premises
                           equipment can transmit and receive data from the
                           CUSTOMER premises to the ATM Service network. Logical
                           connectivity between two CUSTOMER Ports will be
                           provided by symmetrical, full duplex PVC
                           characterized by its Committed Information Rate
                           ("CIR").

                  C.       Permanent Virtual Circuits (PVCs). An ATM PVC is a
                           logical connection between two Domestic ATM Access
                           Port. ATM PVCs are provided solely in a two-way
                           configuration.

                           1.       ATM PVCs, in the form of Virtual Channel
                                    Connections (VCC) or Virtual Path
                                    Connections (VPC), will interconnect ATM
                                    Ports. Each ATM PVC acts as a virtual trunk,
                                    carrying data directly between a pair of
                                    user interfaces.

                           2.       Virtual Path Service differs from Virtual
                                    Connection Service in that the network
                                    switches the cells based on the value of the
                                    Virtual Path Identifier (VPI) field in the
                                    cell headers and masks the Virtual Channel
                                    Identifier (VCI) field in the cell headers.
                                    This allows CUSTOMER's equipment to
                                    dynamically assign VCI fields within the
                                    VPCs. This option is potentially useful for
                                    providing virtual trunking between premises
                                    based local ATM networks over





<PAGE>   42
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 2 of 22


                                    the WAN or when using per-VCC multiplexing
                                    schemes, e.g. one VCC per higher level
                                    protocol type, which may require dynamic
                                    assignments. All VCs in a VP must be of the
                                    same Class of Service (CBR or VBR-NRT). VCI
                                    is masked, therefore AT&T has no method of
                                    enforcing this engineering guideline.

                           3.       The AT&T ATM Service supports the following
                                    ATM Service classes:

                                    (a)      Variable Bit Rate - Non Real Time
                                             ("VBR - NRT") Connection Oriented
                                             Data service - The ATM Variable Bit
                                             Rate PVCs are ordered based on a
                                             Committed Information Rate (CIR)
                                             but may also be described by their
                                             Sustained Cell Rate (SCR). AT&T
                                             assumes CUSTOMER is using AAL5 with
                                             a 48 byte payload, thus the SCR =
                                             CIR / 48 bytes per cell x 8 bits
                                             per byte. Thus, CUSTOMER does not
                                             need to account for the 5-byte per
                                             cell ATM header when choosing a
                                             CIR.

                                    (b)      Constant Bit Rate ("CBR") service -
                                             The ATM Constant Bit Rate PVCs are
                                             ordered based on a Committed
                                             Information Rate (CIR) but may also
                                             be described by their Peak Cell
                                             Rate (PCR). AT&T assumes CUSTOMER
                                             is using AAL1 with a 47 byte
                                             payload, thus the PCR = CIR / 47
                                             bytes per cell x 8 bits per byte.

                  D.       AT&T Operations and Maintenance. Included as part of
                           the service is AT&T's operation and maintenance of
                           the ATM Service network seven days a week,
                           twenty-four hours a day. An AT&T HSS Implementation
                           Manager will be available to handle CUSTOMER
                           inquiries and requests during implementation.

                  E.       AT&T FRS/ATM Interworking.

                           1.       AT&T Frame Relay/Asynchronous Transfer Mode
                                    Interworking Service is based on the AT&T
                                    FRS/ATM Interworking technologies, features
                                    and options described in this Attachment.
                                    Under this Attachment, AT&T FRS/ATM
                                    Interworking Service is available only
                                    within the contiguous U.S.

                           2.       CUSTOMER can access FRS/ATM Interworking
                                    Service by terminating its FRS/ATM
                                    Interworking PVCs on a DS1 (1.5 Mbps), DS3
                                    (45 Mbps) or OC3 (155 Mbps) Port residing on
                                    an AT&T ATM Point of Presence ("ATM POP"). A
                                    1.5, 45 or a 155 Mbps Port Speed defines the
                                    maximum rate the CUSTOMER premises equipment
                                    can transmit and receive data from the
                                    CUSTOMER premises to the FRS/ATM
                                    Interworking Service network. Logical
                                    connectivity between CUSTOMER's FRS/ATM





<PAGE>   43
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 3 of 22



                                    Interworking Port and ATM Port will be
                                    provided by symmetrical, full duplex FRS/ATM
                                    Interworking PVC characterized by its
                                    Committed Information Rate ("CIR").

                           3.       The AT&T FRS/ATM Interworking service
                                    supports Variable Bit Rate - Non Real Time
                                    ("VBR - NRT") Connection Oriented Data
                                    service.

                           4.       AT&T Operations and Maintenance is included
                                    as part of the FRS/ATM Interworking service
                                    network seven days a week, twenty-four hours
                                    a day. An AT&T HSS Implementation Manager
                                    will be available to handle CUSTOMER
                                    inquiries and requests during
                                    implementation.

         2.       AT&T LOCAL ATM SERVICE.

                  A.       Under this Attachment, AT&T Local ATM Service and
                           Local FRS/ATM Interworking Service are available in
                           the following Metropolitan Areas:

<TABLE>
<CAPTION>
               ---------------------------------------------------------------
               METROPOLITAN AREA                         STATE           LATA
               ---------------------------------------------------------------
<S>                                                      <C>             <C>
               Atlanta                                    GA              438
               ---------------------------------------------------------------
               Baltimore                                  MD              238
               ---------------------------------------------------------------
               Birmingham                                 AL              476
               ---------------------------------------------------------------
               Boston                                     MA              128
               ---------------------------------------------------------------
               Charlotte                                  NC              422
               ---------------------------------------------------------------
               Chattanooga                                TN              472
               ---------------------------------------------------------------
               Chicago                                    IL              358
               ---------------------------------------------------------------
               Cleveland                                  OH              320
               ---------------------------------------------------------------
               Columbus                                   OH              324
               ---------------------------------------------------------------
               Dallas                                     TX              552
               ---------------------------------------------------------------
               Denver                                     CO              656
               ---------------------------------------------------------------
               Detroit                                    MI              340
               ---------------------------------------------------------------
               Hartford                                   CT              920
               ---------------------------------------------------------------
               Houston                                    TX              560
               ---------------------------------------------------------------
               Indianapolis                               IN              336
               ---------------------------------------------------------------
               Kansas City                                MO              524
               ---------------------------------------------------------------
               Knoxville                                  TN              474
               ---------------------------------------------------------------
               Los Angeles                                CA              730
               ---------------------------------------------------------------
               Miami/Ft. Lauderdale                       FL              460
               ---------------------------------------------------------------
               Milwaukee                                  WI              356
               ---------------------------------------------------------------
               Minneapolis/St. Paul                       MN              628
               ---------------------------------------------------------------
               Nashville                                  TN              470
               ---------------------------------------------------------------
               New Jersey                                 NJ              224
               ---------------------------------------------------------------
               New York                                   NY              132
               ---------------------------------------------------------------
               Oakland                                    CA              722
               ---------------------------------------------------------------
               Omaha                                      NB              644
               ---------------------------------------------------------------
</TABLE>





<PAGE>   44
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 4 of 22


<TABLE>
<CAPTION>
               ---------------------------------------------------------------
               METROPOLITAN AREA                         STATE           LATA
               ---------------------------------------------------------------
<S>                                                      <C>             <C>
               Orlando                                    FL              458
               ---------------------------------------------------------------
               Philadelphia                               PA              228
               ---------------------------------------------------------------
               Phoenix                                    AZ              666
               ---------------------------------------------------------------
               Pittsburgh                                 PA              234
               ---------------------------------------------------------------
               Portland                                   OR              672
               ---------------------------------------------------------------
               Providence                                 RI              130
               ---------------------------------------------------------------
               Sacramento                                 CA              726
               ---------------------------------------------------------------
               Salt Lake City                             UT              660
               ---------------------------------------------------------------
               San Diego                                  CA              732
               ---------------------------------------------------------------
               San Francisco                              CA              722
               ---------------------------------------------------------------
               Seattle                                    WA              674
               ---------------------------------------------------------------
               St. Louis                                  MO              520
               ---------------------------------------------------------------
               Tampa                                      FL              952
               ---------------------------------------------------------------
               Washington D.C. / N. VA.                  DOC              236
               ---------------------------------------------------------------
</TABLE>


                  B.       The Local ATM Access Port provides connection
                           capability within a LATA. Local ATM Access Ports
                           include an access connection from the CUSTOMER
                           Premises to an AT&T Central Office providing Local
                           ATM Services within that LATA. Equivalent access
                           lines provided by the CUSTOMER, in lieu of the access
                           lines provided by AT&T, may be connected to Local ATM
                           Access Ports; however, all nonrecurring and monthly
                           charges for Local ATM Access Ports as set forth in
                           the AT&T ATM Service Terms and Pricing Attachment
                           will apply.

                  C.       A Local ATM Access Port can connect within the same
                           LATA to a Domestic ATM Port or to a Local ATM Access
                           Port via a Local ATM PVC or a Domestic ATM PVC. A
                           Local ATM Access Port can connect to a Domestic ATM
                           Port in another LATA or to a Local ATM Access Port in
                           another LATA via a Domestic ATM PVC.

                  D.       A Local ATM PVC is a logical connection between two
                           Local ATM Access Ports within the same LATA, or
                           between a Local ATM Access Port and a Domestic ATM
                           Port within the same LATA. Local ATM PVCs are
                           provided solely in a two-way configuration. Local ATM
                           PVCs must connect to at least one Local ATM Access
                           Port. The AT&T Local ATM service supports the
                           following Local ATM service classes: Constant Bit
                           Rate ("CBR") service; Variable Bit Rate - Non Real
                           Time ("VBR - NRT") Connection Oriented Data service.

                  E.       Local FRS/ATM Interworking -

                           1.       Under this Attachment, Local FRS/ATM
                                    Interworking Service is available only in
                                    the LATAs listed in Section 2.A, preceding.





<PAGE>   45
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 5 of 22


                           2.       CUSTOMER can terminate its Local FRS/ATM
                                    Interworking PVCs on a DS1 (1.5 Mbps), DS3
                                    (45 Mbps) or OC3 (155 Mbps) Local ATM Access
                                    Port or Domestic ATM Port residing on an
                                    AT&T ATM Point of Presence ("ATM POP"). A
                                    1.5, 45, or a 155 Mbps Port Speed defines
                                    the maximum rate the CUSTOMER premises
                                    equipment can transmit and receive data from
                                    the CUSTOMER premises to the Local FRS/ATM
                                    Interworking Service network.

                  F.       A Local FRS/ATM Interworking Access Port provides
                           connection capability within a LATA. Local FRS/ATM
                           Interworking Access Ports include an access
                           connection from the CUSTOMER Premises to an AT&T
                           Central Office providing Local FRS/ATM Interworking
                           Services. Equivalent access lines provided by the
                           CUSTOMER, in lieu of the access lines provided by
                           AT&T, may be connected to Local FRS/ATM Interworking
                           Access Ports; however, all nonrecurring and monthly
                           charges for Local FRS/ATM Interworking Access Ports
                           set forth in the AT&T ATM Service Terms and Pricing
                           Attachment will apply.

                  G.       A Local FRS/ATM Interworking Access Port can connect
                           within the same LATA to a Domestic ATM Port or to a
                           Local ATM Access Port via a Local FRS/ATM
                           Interworking PVC or a Domestic FRS/ATM Interworking
                           PVC. A Local FRS/ATM Interworking Access Port can
                           connect to a Domestic ATM Port in another LATA or to
                           a Local ATM Access Port in another LATA via a
                           Domestic FRS/ATM Interworking PVC.

                  H.       A Local FRS/ATM Interworking PVC is a logical
                           connection between a Local FRS/ATM Interworking
                           Access Port and a Local ATM Access Port within the
                           same LATA or between a Local FRS/ATM Interworking
                           Access Port and a Domestic ATM Port within the same
                           LATA. A Domestic FRS/ATM Interworking Port can
                           connect to a Local ATM Access Port in the same LATA
                           using a Local FRS/ATM Interworking PVC. Local FRS/ATM
                           Interworking PVCs are provided solely in a two-way
                           configuration. Local FRS/ATM Interworking PVCs must
                           connect to at least one Local FRS/ATM Interworking
                           Access Port or Local ATM Access Port. The AT&T Local
                           FRS/ATM Interworking service supports Variable Bit
                           Rate - Non Real Time ("VBR - NRT") Connection
                           Oriented Data service.

         3.       AT&T INTERNATIONAL ATM SERVICE.

         AT&T Asynchronous Transfer Mode ("ATM") Service is a communication
         networking service used to transfer information using cell relay
         technology. AT&T Bilateral ATM Service is available from the United
         States to countries specified in the applicable rate





<PAGE>   46
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 6 of 22


         tables. AT&T End-to-End ATM Service (E2E ATM) is available from the
         contiguous United States to and between countries specified in the
         applicable rate tables.

                  A.       AT&T International ATM Service

                           1.       AT&T Bilateral ATM Service. AT&T Bilateral
                                    ATM Service is a "half channel" service
                                    furnished by AT&T, in conjunction with
                                    corresponding half channel services
                                    furnished by foreign carriers in each
                                    country to which the service is available.
                                    Under this Attachment, AT&T provides the
                                    port in the contiguous United States and
                                    bi-directional Permanent Virtual Circuits
                                    ("PVCs") between a United States port and a
                                    foreign port. This service requires the
                                    customer to obtain ports and PVCs from the
                                    foreign carrier to enable full duplex.
                                    Logical connectivity between two CUSTOMER
                                    Domestic ATM Ports will be provided by
                                    symmetrical, full duplex ATM PVC
                                    characterized by its Committed Information
                                    Rate ("CIR").

                           2.       AT&T End-to-End ATM Service (AT&T E2E ATM)

                                    (a)      AT&T End-to-End ATM is an
                                             end-to-end service between the
                                             contiguous United States and
                                             various countries in the rest of
                                             the world. Countries where service
                                             is currently available are listed
                                             above each relevant rate table. In
                                             conjunction with this end-to-end
                                             service, AT&T also arranges for
                                             service within and among such
                                             countries.

                                    (b)      AT&T E2E ATM is a seamless offer in
                                             which AT&T provides the United
                                             States port, Trans-Atlantic PVC,
                                             Trans-Pacific PVC, Intra-Europe
                                             PVC, Intra-Asia PVC, Europe-Asia
                                             PVC, non-United States port and
                                             access outside of the United
                                             States. AT&T offers a single point
                                             of contact for ordering,
                                             provisioning, maintenance and
                                             billing.

                  B.       Access Circuits

                           1.       AT&T Bilateral ATM Access Circuits

                                    (a)      CUSTOMER can access AT&T Bilateral
                                             ATM in the United States by
                                             terminating its access circuit(s)
                                             on a DS1 (1.5 Mbps) or a DS3 (45
                                             Mbps) port residing in an AT&T ATM
                                             Service Point-of-Presence. Logical
                                             connectivity between two CUSTOMER
                                             ports will be provided by
                                             symmetrical, full duplex PVC
                                             characterized by its Committed
                                             Information Rate ("CIR").

                                    (b)      Port speed and CIR are used to
                                             define the maximum rate the
                                             CUSTOMER premises equipment can
                                             transmit and receive data from the
                                             CUSTOMER premises to the ATM





<PAGE>   47
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 7 of 22


                                             Service network. A CIR less than
                                             1.024 Mbps can transmit and receive
                                             data at a maximum rate of 4 times
                                             the CIR. A CIR between 1.024 Mbps
                                             and 10 Mbps can transmit and
                                             receive data at a maximum rate of 2
                                             times the CIR. A CIR over 10 Mbps
                                             can transmit and receive data at a
                                             maximum rate of 1.10 times the CIR.

                           2.       AT&T End-to-End ATM Access Circuits

                                    (a)      CUSTOMER can access AT&T E2E ATM in
                                             the United States by terminating
                                             its access circuit(s) on a DS1 (1.5
                                             Mbps) or a DS3 (45 Mbps) port
                                             residing in an AT&T ATM Service
                                             Point-of-Presence. CUSTOMER can
                                             access AT&T E2E ATM in Europe, Asia
                                             or the Pacific Rim by terminating
                                             its access circuit(s) on a port
                                             residing in a E2E ATM
                                             Point-of-Presence. Logical
                                             connectivity between two CUSTOMER
                                             ports will be provided by
                                             symmetrical, full duplex PVC
                                             characterized by either its Peak
                                             Cell Rate (PCR) or its Sustainable
                                             Cell Rate (SCR).

                                    (b)      Port speed and SCR are used to
                                             define the maximum rate the
                                             CUSTOMER premises equipment can
                                             transmit and receive data from the
                                             CUSTOMER premises to the Concert
                                             ATM Service network. PCR may be
                                             ordered equal to 1.0, 1.5, or 2
                                             times SCR.

                  C.       Service Classes

                           1.       AT&T Bilateral ATM Service Classes

                                    (a)      AT&T Bilateral ATM supports the
                                             following ATM service classes:
                                             Class "A": or Constant Bit Rate
                                             ("CBR") and Class "C" or Variable
                                             Bit Rate - Non Real Time ("VBR -
                                             NRT").

                                    (b)      ATM Class CBR PVCs are ordered
                                             based on a CIR but may also be
                                             described by their PCR. AT&T
                                             assumes CUSTOMER is using ATM
                                             Adaptation Layer 1 (AAL1) with a 47
                                             byte payload. The PCR = CIR / 47
                                             bytes per cell x 8 bits per byte.
                                             The CUSTOMER does not need to
                                             account for the 6-byte per cell ATM
                                             header when choosing a CIR.

                                    (c)      ATM VBR NRT PVCs are ordered based
                                             on a CIR but may also be described
                                             by their SCR. AT&T assumes CUSTOMER
                                             is using ATM Adaptation Layer 5
                                             (AAL5) with a 48 byte payload, thus
                                             the SCR = CIR / 48 bytes per cell x
                                             8 bits per byte. Thus, CUSTOMER
                                             does not need to account for the
                                             5-byte per cell ATM header when
                                             choosing a CIR.





<PAGE>   48
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 8 of 22


                           2.       AT&T End-to-End ATM Service Classes

                                     (a)   AT&T E2E ATM supports the following
                                           ATM service classes: Class "A": or
                                           Constant Bit Rate ("CBR") and Class
                                           "C" or Variable Bit Rate - Non Real
                                           Time ("VBR - NRT").

                                     (b)   ATM Class CBR PVCs are ordered based
                                           on a PCR. AT&T assumes CUSTOMER is
                                           using ATM Adaptation Layer 1 (AAL1)
                                           with a 47 byte payload and a 6 byte
                                           header. PCR is based on payload and
                                           header. Thus, the PCR = 53 bytes per
                                           cell x 8 bits per byte. The customer
                                           does need to account for the 6-byte
                                           per cell header when choosing a PCR.

                                     (c)   ATM VBR NRT PVCs are ordered based
                                           on a SCR. AT&T assumes CUSTOMER is
                                           using ATM Adaptation Layer 5 (AAL5)
                                           with a 48 byte payload and a 5 byte
                                           header. The SCR = 53 bytes per cell x
                                           8 bits per byte. The CUSTOMER does
                                           need to account for the 5-byte per
                                           cell header when choosing an SCR.

                  D.       Maintenance. AT&T Bilateral ATM and AT&T E2E ATM
                           include operation and maintenance of the ATM service
                           network seven days a week, twenty-four hours a day.

                  E.       AT&T International Service Interworking

                  AT&T International Service Interworking ("I-SIW") is a feature
                  that provides PVCs (both end-to-end and 1/2 channel) with a
                  capability to communicate data between ATM and FRS ports,
                  conforming to the defined standards. AT&T I-SIW enables
                  CUSTOMER's FRS Ports in one country to communicate with its
                  ATM Ports in another country without modification to the CPE.
                  I-SIW is available between the following FRS Ports: AT&T FRS
                  Ports-offered under AT&T Tariff F.C.C. No. 4 (or any successor
                  thereto), including AT&T E2E FRS Ports in the countries as
                  specified in AT&T Tariff F.C.C. No. 4, Section 14.12.1; and
                  CUSTOMER FRS ports located outside the United States obtained
                  from non-US AT&T affiliates or other non-US suppliers with
                  whom suitable arrangements may be in place between AT&T and
                  such supplier, as designated by AT&T from time to time in its
                  sole discretion ("International Suppliers"); and ATM
                  Ports-offered under this Attachment. (Note: Only Symmetrical
                  PVCs are covered by I-SIW. FRS and/or ATM Shadow PVCs are not
                  offered with I-SIW.) I-SIW is available only in accordance
                  with the I-SIW Supported Scenarios specified below.

                           1.        I-SIW Supported Scenarios:

                                     (a)   I-SIW with International Suppliers -
                                           Half/Channel Service (i.e., US
                                           domestic ATM Port and Half-Channel
                                           FRS outside the US)





<PAGE>   49
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                 Page 9 of 22


                                    (b)      ACE2E FRS to AT&T E2E
                                             ATM-International SIW (with AT&T
                                             E2E ATM Full-Channel ATM Service),
                                             (no US port). AT&T E2E FRS Port and
                                             E2E ATM Port located in different
                                             non-US countries, wherever either
                                             service is available.

                                    (c)      AT&T E2E FRS to AT&T ATM - I-SIW -
                                             with AT&T E2E (Full-Channel) FRS
                                             (US ATM Port and Full-Channel FRS
                                             PVC)

                           2.       I- SIW Service Classes:

                                    (a)      I-SIW supports Variable Bit Rate -
                                             Non Real Time ("VBR - NRT")
                                             Connection Oriented Data Service.

                                    (b)      CUSTOMER can access I-SIW by
                                             terminating its I-SIW PVCs on an
                                             AT&T domestic ATM, an E2EATM or
                                             AT&T E2E FRS port outside the US,
                                             or any International Supplier FRS
                                             port. I-SIW will be offered as
                                             symmetrical, full duplex SIW PVC
                                             characterized by its Committed
                                             Information Rate ("CIR").

                                    (c)      There is no separate charge for
                                             I-SIW, but the underlying charges
                                             for ATM and FRS Ports and PVCs
                                             continue to apply. Further, a
                                             customer must order I-SIW and
                                             designate the FRS and ATM ports
                                             between which the I-SIW PVC will be
                                             installed.

                                    (d)      AT&T provides Operations and
                                             Maintenance support for I-SIW seven
                                             days a week, twenty-four hours a
                                             day. An AT&T International Project
                                             Implementation Manager will be
                                             available to handle CUSTOMER
                                             inquiries and requests during your
                                             implementation period.

         4.       RATE ELEMENTS.

                  A.       AT&T DOMESTIC ATM SERVICE.

                           1.       Domestic ATM - Network Initialization. The
                                    one-time Charge for ATM Service Network
                                    Initialization.

                           2.       Domestic ATM Ports Charge. A Monthly
                                    Recurring Charge applies to each CUSTOMER
                                    location in the contiguous United States.

                           3.       Domestic Port Change Charge. When CUSTOMER
                                    requests to increase or decrease a port
                                    speed at any time after the service date of
                                    that port, a Port Change Charge will apply
                                    for each change to a port speed.





<PAGE>   50
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 10 of 22


                           4.       Domestic ATM PVC Charges. A Monthly
                                    Recurring Charge applies to each PVC. The
                                    charges are for 2-way bi-directional
                                    (duplex). There are 2 types of PVC Charges:
                                    Class "C" VBR NRT PVCs, and Class "A" CBR
                                    PVCs.

                           5.       Domestic PVC Change Charge. When CUSTOMER
                                    requests to increase or decrease a PVC CIR
                                    at any time after the service date of that
                                    PVC, a PVC Change Charge will apply for each
                                    change to a PVC CIR.

                  B.       AT&T DOMESTIC FRS/ATM INTERWORKING.


                           1.       AT&T DOMESTIC FRS/ATM INTERWORKING PORTS.
                                    The Monthly Recurring Charges for Domestic
                                    FRS/ATM Interworking Ports are in addition
                                    to Port Monthly Charges.

                                    (a)      DOMESTIC PORT CHANGE CHARGE. When
                                             CUSTOMER requests to increase or
                                             decrease a port speed, or change a
                                             Local Access Port to a Domestic
                                             Port or a Domestic Port to a Local
                                             Access Port, where allowed, at any
                                             time after the service date of that
                                             port, a Port Change Charge will
                                             apply for each change to a port.

                                    (b)      DOMESTIC FRS/ATM INTERWORKING PORT
                                             INTERCONNECTION MONTHLY CHARGE. A
                                             Domestic FRS/ATM Interworking Port
                                             Interconnection Monthly Charge will
                                             apply to every Domestic FRS/ATM
                                             Interworking Port connected to a
                                             Local FRS/ATM Interworking PVC. The
                                             Domestic FRS/ATM Interworking Port
                                             Interconnection Monthly Charge is
                                             in addition to the Domestic FRS/ATM
                                             Interworking Port Monthly Charge.

                                    (c)      DOMESTIC FRS/ATM INTERWORKING PVCS.
                                             A Monthly Recurring Charge applies
                                             to each PVC. The charges are for
                                             2-way bi-directional (duplex).
                                             There are 2 types of FRS/ATM
                                             Interworking PVC: Class "C" VBR NRT
                                             PVCs, and Class "A" CBR PVCs.

                                    (d)      DOMESTIC FRS/ATM INTERWORKING PVC
                                             CHANGE CHARGE. When CUSTOMER
                                             requests to increase or decrease a
                                             PVC CIR, or change a Local PVC to a
                                             Domestic PVC, or a Domestic PVC to
                                             a Local PVC, where allowed, a PVC
                                             Change Charge will apply for each
                                             change to a PVC.

                                    (e)      FRS/ATM INTERWORKING CUSTOMER
                                             NETWORK MANAGEMENT SERVICES. When
                                             CUSTOMER orders CNMS, all Ports
                                             will be covered and charged at the
                                             per Port rate. SNMP is the protocol
                                             used to deliver alarms and





<PAGE>   51
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 11 of 22


                                             reports to the AT&T and CUSTOMER's
                                             management systems.


                  C.       AT&T LOCAL ATM SERVICE. The following Charges will
                           apply for all CUSTOMER locations in the contiguous
                           United States.

                           1.       Local ATM - Network Initialization. The
                                    one-time Charge for Local ATM Service
                                    Network Initialization.

                           2.       Local ATM Access Ports. A Monthly Recurring
                                    Charge applies to each CUSTOMER location in
                                    the contiguous United States.

                           3.       Local Port Change Charge. When CUSTOMER
                                    requests to increase or decrease an Access
                                    Port speed, or change a Local Access Port to
                                    a Domestic Port or a Domestic Port to a
                                    Local Access Port, where allowed, at any
                                    time after the service date of that port, a
                                    Port Change Charge will apply for each
                                    change to a port.

                           4.       Local ATM Access Port Interconnection
                                    Monthly Charge. A Local ATM Access Port
                                    Interconnection Monthly Charge will apply to
                                    every Local ATM Access Port connected to a
                                    Domestic ATM PVC or to a Domestic FRS/ATM
                                    Interworking PVC. The Local ATM Access Port
                                    Interconnection Monthly Charge is in
                                    addition to the Local ATM Access Port
                                    Monthly Charge.

                           5.       Local ATM/FRS Interworking Access Port
                                    Interconnection Monthly Charge. A Local
                                    FRS/ATM Interworking Access Port
                                    Interconnection Monthly Charge will apply to
                                    every Local FRS/ATM Interworking Access Port
                                    connected to a Domestic FRS/ATM Interworking
                                    PVC. A Domestic FRS/ATM Interworking Port
                                    Interconnection Monthly Charge will apply to
                                    every Domestic FRS/ATM Interworking Port
                                    connected to a Local FRS/ATM Interworking
                                    PVC. The Port Interconnection Monthly Charge
                                    is in addition to the Monthly Recurring
                                    Charges for the Local FRS/ATM Interworking
                                    Access Port, Domestic FRS/ATM Interworking
                                    Access Port, and Domestic FRS/ATM
                                    Interworking Port.

                           6.       Local ATM PVCs. A Monthly Recurring Charge
                                    applies to each PVC. There are 2 types of
                                    PVC Charges: Class "C" VBR NRT PVCs, and
                                    Class "A" CBR PVCs.

                           7.       Local PVC Change Charge. When CUSTOMER
                                    requests to increase or decrease a Local PVC
                                    CIR, or change a Local PVC to a Domestic PVC
                                    or a Domestic PVC to a Local PVC, where
                                    allowed, at any time after the service date
                                    of that PVC, a Local PVC Change Charge will
                                    apply for each change to a Local PVC.





<PAGE>   52
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 12 of 22


                  D.       AT&T International ATM Service.

                           1.       AT&T Bilateral ATM Service

                                    (a)      U.S. Global ATM Port Charges. U.S.
                                             Global ATM Port Charges apply per
                                             port for AT&T Bilateral ATM Service
                                             for all CUSTOMER locations in the
                                             contiguous United States. U.S.
                                             Global ATM Port Charges consist of
                                             a Monthly Recurring Charge, a
                                             Non-Recurring Installation Charge,
                                             and a Port Change Charge. A Port
                                             Change Charge applies when CUSTOMER
                                             increases or decreases a port
                                             speed.

                                    (b)      Bilateral ATM PVC Charges.
                                             Bilateral ATM PVC Charges apply per
                                             bi-directional "half-channel" PVC
                                             for AT&T Bilateral ATM Service.
                                             Bilateral ATM PVC Charges consist
                                             of a Monthly Recurring Charge, a
                                             Non-Recurring Installation Charge,
                                             and a Port Change Charge. Monthly
                                             Recurring Charges vary by country
                                             and by type of PVC. A PVC Change
                                             Charge applies when CUSTOMER
                                             increases or decreases a PVC CIR at
                                             any time after the service date of
                                             that PVC. Domestic ATM Port pricing
                                             applies to U.S. Ports provided as
                                             part of AT&T Bilateral ATM Service
                                             to Canada.

                           2.       AT&T End-to-End ATM Service. AT&T End-to-End
                                    ATM Service requires the purchase of an ATM
                                    Port in the United States and a compatible
                                    Port outside the United States, or two
                                    compatible non-U.S. Ports. Ports are
                                    available at the speeds and in the countries
                                    listed in the applicable rate table.

                                    (a)      AT&T End-to-End ATM Port Charges.
                                             AT&T End-to-End ATM Port Charges
                                             apply per port. AT&T End-to-End ATM
                                             Port Charges consist of a Monthly
                                             Recurring Charge, a Non-Recurring
                                             Installation Charge, and a Port
                                             Change Charge. A Port Change Charge
                                             applies when CUSTOMER increases or
                                             decreases a port speed. Domestic
                                             ATM Port pricing applies to U.S.
                                             Ports provided as part of AT&T
                                             End-to-End ATM Service.

                                    (b)      AT&T End-to-End ATM Inverse
                                             Multiplexing for ATM Ports (IMA).
                                             During the Service Period the
                                             CUSTOMER may order IMA Ports in
                                             Europe, Asia or the Pacific Rim to
                                             support Inverse Multiplexing for
                                             ATM Service (IMA). The AT&T
                                             End-to-End IMA Service requires the
                                             purchase of two IMA ports outside
                                             of the United States, or an ATM
                                             Port and an IMA port - both outside
                                             the United States. IMA Ports are
                                             subject to availability on an
                                             individual case basis.





<PAGE>   53
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 13 of 22


                                             Additional CPE may be required.
                                             AT&T End-to-End IMA Port Charges
                                             consist of a Monthly Recurring
                                             Charge, a Non-Recurring
                                             Installation Charge, and a Port
                                             Change Charge. A Port Change
                                             Charge applies when CUSTOMER
                                             increases or decreases a port
                                             speed.

         5.       DEFINITIONS.

                  A.       "ATM Adaptation Layer (AAL)" is the standards layer
                           of the protocol established by the ATM Forum for the
                           translation of higher layer services into the size
                           and format of an ATM cell. AAL allows multiple
                           applications to have data converted to and from the
                           ATM cell. AAL-1 (Type 1) functions in support of
                           constant bit rate, time-dependent traffic such as
                           voice and video. AAL-5 (Type 5) functions in support
                           of variable bit rate, delay-tolerant
                           connection-oriented data traffic requiring minimal
                           sequencing or error detection.

                  B.       "Average Number of Domestic PVCs" in service during a
                           month is the sum of the total number of Domestic PVCs
                           in service at the end of each day during the month
                           divided by the number of days in that month.

                  C.       "Class "A" CBR PVCs" means Constant Bit Rate calls
                           which may be uni-directional (forward direction call
                           only) or bi-directional (forward and backward
                           direction). Calls may also be asymmetrical. CBR usage
                           charges are based on the ATM PVC CIR and the Peak
                           Cell Rate (PCR), and the connection speed and the
                           duration of the call are rounded up to the nearest
                           one-tenth of a second.

                  D.       "Class "C" VBR NRT PVCs" means Variable Bit Rate -
                           Non Real Time calls which may be uni-directional
                           (forward direction call only) or bi-directional
                           (forward and backward direction). Calls may also be
                           asymmetrical. VBR-NRT usage charges are based on the
                           ATM PVC CIR and the Sustained Cell Rate (SCR) and the
                           connection speed and the duration of the call are
                           rounded up to the nearest one-tenth of a second.

                  E.       "Content" means information made available, displayed
                           or transmitted in connection with a Service
                           (including, without limitation, information made
                           available by means of an HTML "hot link", a third
                           party posting or similar means) including all
                           trademarks, service marks and domain names contained
                           therein as well as the contents of any bulletin
                           boards or chat forums, and, all updates, upgrades,
                           modifications and other versions of any of the
                           foregoing.

                  F.       "Delay" is the interval of time it takes for a test
                           packet of data to travel from the Service Interface
                           (SI) of an ingress Domestic Port to the SI of the
                           egress Domestic Port for an Unloaded Domestic PVC.





<PAGE>   54
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 14 of 22


                  G.       "Round trip" is the time it takes for the test packet
                           of data to travel from ingress Domestic Port SI to
                           egress Domestic Port SI and back to the ingress
                           Domestic Port SI using the same Domestic PVC.

                  H.       "Service Interface (SI)" is the point of
                           interconnection between a Domestic ATM Port and an
                           access line.

                  I.       "Total Available Time" is calculated by multiplying
                           the Average Number of Domestic PVCs in service during
                           a month by the total number of days in that month,
                           multiplied by 1440 minutes per day.

                  J.       "Total Outage Duration" is the sum of the outage
                           time, in minutes, of all Domestic PVCs affected by
                           network outages reported by CUSTOMER during a month.
                           Outage time begins when CUSTOMER reports the trouble
                           and releases the affected components to AT&T and ends
                           when AT&T notifies CUSTOMER that the problem has been
                           resolved and the components are available to CUSTOMER
                           to use.

                  K.       "Unloaded Domestic PVC" is a Domestic PVC that is not
                           being used to transmit any other data at the time the
                           delay measurement is being performed.

         6.       IMPLEMENTATION OF AT&T ATM SERVICE.

                  A.       CUSTOMER and AT&T will mutually agree upon a
                           Scheduled Network Activation Date ("SNAD") for each
                           ATM Port and PVC. If AT&T postpones a SNAD for Local
                           or Domestic ATM Service for six (6) or more business
                           days, CUSTOMER shall either (i) cancel the postponed
                           Port(s) and/or PVC(s) at no charge, or (ii) accept
                           implementation of the Port(s) and/or PVC(s) and if
                           applicable, after implementation, receive a
                           Performance Credit as specified in Section 9.B of
                           this Attachment.

                  B.       CUSTOMER may postpone implementation at any time
                           prior to the SNAD. However, if CUSTOMER postpones
                           implementation within three (3) business days prior
                           to the SNAD, AT&T reserves the right to bill CUSTOMER
                           a delay charge of $200.00 for each postponed Port and
                           a delay charge of $50.00 for each postponed PVC. If
                           CUSTOMER postpones a SNAD by more than twenty (20)
                           business days, CUSTOMER shall (1) accept billing for
                           the postponed Port(s) and/or PVC(s) commencing on the
                           first day after the twentieth (20th) business day, or
                           (2) cancel the postponed Port(s) and/or PVC(s), pay a
                           cancellation charge of $500.00 for each canceled Port
                           and a cancellation charge of $50.00 for each canceled
                           PVC, and mutually agree with AT&T on a new SNAD.





<PAGE>   55
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 15 of 22


         7.       BILLING.

                  A.       Billing for each location shall begin on the Actual
                           Network Activation Date ("ANAD") for that location,
                           except as provided in Section 5.B(1) of this
                           Attachment.

                  B.       The ANAD for a CUSTOMER location is when CUSTOMER is
                           notified by AT&T that ATM or FRS/ATM Interworking is
                           being provided to that location.

         8.       RESPONSIBILITIES OF THE PARTIES.

                  A.       CUSTOMER shall ensure that all CUSTOMER-provided
                           equipment on its premises that connects to the ATM
                           will perform according to published technical
                           specifications for such equipment, and will conform
                           to interface requirements as set in the applicable
                           AT&T ATM Interface Specifications.

                  B.       CUSTOMER is responsible for obtaining and providing
                           the facilities to connect to the ATM from its
                           premises to the designated AT&T point of presence.
                           CUSTOMER's responsibilities include: (1) upgrades of
                           CUSTOMER-provided equipment to support ATM; (2)
                           DSU/CSU's or equivalent devices to support the access
                           circuit(s) and/or coordinated access; and (3) access
                           circuits, and network multiplexing (M24) and (M28)
                           functionality as required to support the ATM
                           configuration.

         9.       DOMESTIC SLAS. The following SLAs applies only to Domestic
                  Ports and Domestic PVCs, and the references to Ports and PVCs
                  following means Domestic Ports and Domestic PVCs.

                  A.       GENERAL PROVISIONS.

                           1.       Application - The following SLAs and credit
                                    allowances ("Performance Credit") will apply
                                    when CUSTOMER (i) has at least 1 Domestic
                                    ATM Permanent Virtual Circuits (PVCs) in
                                    service during the entire calendar month, or
                                    at least 1 Domestic FRS/ATM Interworking
                                    Permanent Virtual Circuits (PVCs) in service
                                    during the entire calendar month, (ii)
                                    subscribes to AT&T's Electronic Order and
                                    Electronic Maintenance web-based interfaces
                                    to the AT&T ordering and maintenance systems
                                    which enable CUSTOMER to place orders,
                                    report troubles and track status of the
                                    Services provided under this Attachment, and
                                    (iii) is not entitled to any other credits
                                    for interruptions or delays.

                           2.       Calculations for the Time To Restore and
                                    Transit Delay SLAs will be based on troubles
                                    reported by CUSTOMER using AT&T's Electronic
                                    Order and Electronic Maintenance web-based





<PAGE>   56
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 16 of 22


                                    interfaces, or such other reporting
                                    procedure designated by AT&T if the
                                    designated web-based interfaces are
                                    inaccessible.

                           3.       In order to receive a Performance Credit for
                                    AT&T's failure to meet the SLAs set forth
                                    following, CUSTOMER must request the
                                    Performance Credit in writing within thirty
                                    (30) days of the last day in the calendar
                                    month in which the failure occurred.

                           4.       A Domestic PVC or Domestic Port can only
                                    receive one Performance Credit during any
                                    calendar month. If more than one SLA is not
                                    met in a given calendar month, the SLA with
                                    the highest Performance Credit shall apply.

                           5.       Unless otherwise specifically set forth in
                                    the SLA description, AT&T is not responsible
                                    for failure to meet SLAs for any of the
                                    following reasons: (1) the negligence of
                                    CUSTOMER or others authorized by CUSTOMER to
                                    use the Service provided under this
                                    Attachment, (2) interruptions or delays due
                                    to the failure of power, equipment, services
                                    or systems not provided by AT&T, (3)
                                    interruptions or delays due to access lines
                                    or CUSTOMER premises equipment whether
                                    provided by AT&T or others (4) interruptions
                                    or delays during any period in which AT&T or
                                    its agents are not afforded access to the
                                    premises where access lines associated with
                                    the Services provided under this Attachment
                                    are terminated, (5) interruptions or delays
                                    during any period when CUSTOMER or User has
                                    released a service(s) to AT&T for
                                    maintenance or rearrangement purposes or for
                                    the implementation of a CUSTOMER order, (6)
                                    interruptions or delays during any period
                                    when CUSTOMER elects not to release the
                                    Service(s) for testing and/or repair and
                                    CUSTOMER continues to use Service, (7)
                                    interruptions not reported to AT&T or where
                                    there is a trouble reported, but no trouble
                                    found, or, (8) interruptions or delays due
                                    to labor difficulties, governmental orders,
                                    civil commotion, acts of God and other
                                    circumstances beyond AT&T's reasonable
                                    control.

                  B.       ON-TIME IMPLEMENTATION.

                           1.       If AT&T postpones a SNAD of a Domestic Port
                                    or Domestic PVC for less than six (6)
                                    business days and CUSTOMER accepts
                                    implementation of such Domestic Port and/or
                                    Domestic PVC, AT&T will apply a Performance
                                    Credit against CUSTOMER's current ATM bill
                                    in an amount equal to 100% of CUSTOMER's
                                    discounted Monthly Charge for such Domestic
                                    Port and/or Domestic PVC.

                           2.       If AT&T postpones a SNAD of a Domestic Port
                                    or Domestic PVC for six (6) or more business
                                    days, and CUSTOMER accepts implementation of
                                    such Domestic Port and/ or Domestic PVC,





<PAGE>   57
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 17 of 22


                                    AT&T will apply a Performance Credit against
                                    CUSTOMER's current ATM bill in an amount
                                    equal to 100% of CUSTOMER's discounted
                                    Monthly Charge for such Domestic Port and/or
                                    Domestic PVC.

                  C.       NETWORK AVAILABILITY.

                           1.       The Network Availability SLA, measured on a
                                    calendar month basis, will be 99.99%.

                           2.       Network Availability is defined as the
                                    percent of time that ATM is available for
                                    CUSTOMER use and is calculated by
                                    multiplying 100 by the result of [1 - (Total
                                    Outage Duration divided by Total Available
                                    Time)].

                           3.       If CUSTOMER's Network Availability for any
                                    month is less than 99.92%, AT&T will apply a
                                    Performance Credit against CUSTOMER's
                                    current ATM bill in an amount equal to
                                    CUSTOMER's discounted Monthly Charges for
                                    all Domestic PVCs in service during that
                                    month, multiplied by the Credit Percentage
                                    (indicated in the following table)
                                    associated with the greater of (i) the
                                    average number of Domestic ATM PVCs in
                                    service or (ii) the average number of
                                    Domestic FRS/ATM Interworking PVCs in
                                    service.


<TABLE>
<CAPTION>
         -----------------------------------------------------------------------
         Average number of             Average number of
         domestic ATM PVCs in          domestic FRS/ATM
         service during the month      Interworking PVCs in            Credit
                                       service during the month       Percentage
         -----------------------------------------------------------------------
<S>                                    <C>                            <C>
         Less than 10                  Less than 20                    0.0 %
         -----------------------------------------------------------------------
         10-49                         20-49                           1.0 %
         -----------------------------------------------------------------------
         50-99                         50-99                           10.0%
         -----------------------------------------------------------------------
         100 and above                 100 and above                   20.0%
         -----------------------------------------------------------------------
</TABLE>

                  D.       TIME TO RESTORE (TTR).

                           1.       The Time to Restore ("TTR") SLA is four (4)
                                    hours or less for all outages each month.
                                    TTR begins at the that a trouble is reported
                                    to AT&T by CUSTOMER's personnel via AT&T's
                                    Electronic Order and Electronic Maintenance
                                    web-based interfaces, and TTR ends at the
                                    time that AT&T notifies CUSTOMER that the
                                    trouble has been resolved. The TTR is
                                    rounded to the next whole minute.

                           2.       For Domestic ATM PVCs or Domestic Ports,
                                    this SLA does not include troubles caused by
                                    failures in CUSTOMER provided access lines.





<PAGE>   58
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 18 of 22


                           3.       For Frame Relay Domestic PVCs or Domestic
                                    Ports, this SLA includes troubles caused by
                                    failures in AT&T provided access lines.

                           4.       If AT&T fails to restore an outage of a
                                    Domestic PVC or Domestic Port (i) within 4
                                    hours after CUSTOMER has reported the
                                    trouble, or (ii) within 8 hours after
                                    CUSTOMER has reported the trouble and a
                                    technician is required to be dispatched to
                                    CUSTOMER's premise, AT&T will apply a
                                    Performance Credit against CUSTOMER's
                                    current ATM bill in an amount equal to
                                    CUSTOMER's discounted Monthly Charges for
                                    such Domestic PVC or Domestic Port
                                    multiplied by 100%. CUSTOMER must release
                                    the Domestic Port or Domestic PVC and
                                    provide access to CUSTOMER's premises, as
                                    required, for testing by AT&T and to fix the
                                    trouble.

                  E.       TRANSIT DELAY (TD).

                           1.       The Transit Delay SLA for Domestic PVCs is
                                    no more than 120 milliseconds of Delay (no
                                    more than 140 milliseconds of Delay if the
                                    Domestic PVC is connected to a Hawaii,
                                    Puerto Rico or US Virgin Island Port),
                                    measured Round Trip, excluding access and
                                    CUSTOMER Premises Equipment.

                           2.       If CUSTOMER reports a Domestic PVC delay
                                    problem and AT&T's testing verifies that the
                                    delay exceeds 120 milliseconds (or, if
                                    applicable, 140 milliseconds) Round Trip and
                                    AT&T fails to remedy the problem within
                                    sixty (30) days, AT&T will apply a
                                    Performance Credit against CUSTOMER's
                                    current ATM bill in an amount equal to
                                    CUSTOMER's discounted Monthly Charges for
                                    such Domestic PVC for each month (or part of
                                    a month) thereafter that the problem
                                    continues unremedied. CUSTOMER must release
                                    the Domestic PVC and provide access to
                                    CUSTOMER's premises, as required, for
                                    testing by AT&T and to fix the trouble.

         10.      E2E ATM PERFORMANCE OBJECTIVES.

                  A.       On Time Provisioning (OTP) Performance Objective.
                           AT&T shall provision PVC's at each CUSTOMER site on
                           or before a mutually agreed CUSTOMER Committed Date
                           (CCD) for such site. (If no agreement can be reached
                           as to a CCD for a given site, CUSTOMER may cancel the
                           order for such site in accordance with Section 1
                           hereof). If AT&T fails to meet such CCD, the customer
                           is entitled to a one-time OTP Credit as specified in
                           Table 5.1. In order to receive any OTP Credit,
                           CUSTOMER must request the credit in writing within
                           thirty (30) days after the last day of the calendar
                           month in which the delay occurred. CUSTOMER





<PAGE>   59
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 19 of 22


                           compensation credits are applied monthly to the
                           CUSTOMER's ATM Bill as a billing adjustment.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
ON-TIME PROVISIONING (OTP) CREDITS
--------------------------------------------------------------------------------
DELAY PAST CCD                         ONE-TIME CREDIT
--------------------------------------------------------------------------------
<S>                                    <C>
1-5 business days                      50% of one month's discounted Monthly
                                       Charge for each Port and associated PVC
                                       whose installation is delayed.
--------------------------------------------------------------------------------
  5 business days                      100% of one month's discounted Monthly
                                       Charge for each Port and associated PVC
                                       whose installation is delayed.
--------------------------------------------------------------------------------
</TABLE>

                  B.       Time to Restore (TTR) Performance Objective. AT&T
                           shall restore an outage of a PVC or Port attributable
                           to AT&T fault within 6 hours after CUSTOMER has
                           reported the trouble, or within 10 hours after the
                           customer report if a technician is required to be
                           dispatched to the CUSTOMER's premise, as specified in
                           the following Table. "Outage" means total
                           unavailability of Service utilizing PVC's based on
                           CUSTOMER Reported Troubles (CRTs) and not System
                           Reported Troubles (SRTs). An PVC or Port will be
                           deemed available so long as CUSTOMER is able to send
                           traffic from a customer premises via local access to
                           the Port or PVC for ingress and have the traffic be
                           accepted and sent via the port into the network for
                           transport to the designated egress port. In order to
                           receive any TTR Credit, CUSTOMER must request the
                           credit in writing within thirty (30) days after the
                           last day of the calendar month in which the failure
                           occurred. CUSTOMER compensation credits are applied
                           monthly to the CUSTOMER's ATM Bill as a billing
                           adjustment. TTR Credits for any month shall not to
                           exceed 20% of CUSTOMER's discounted Monthly Charges
                           for AT&T E2E ATM Services for the same month.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
TIME TO RESTORE (TTR) CREDITS
--------------------------------------------------------------------------------
TIME TO RESTORE                       TTR CREDIT
--------------------------------------------------------------------------------
<S>                                   <C>
 6 hours (without a Technician)       10% of one month's discounted Monthly
                                      Charges for such PVC or Port
--------------------------------------------------------------------------------
10 hours (with a Technician)          20% of one month's discounted Monthly
                                      Charges for such PVC or Port
--------------------------------------------------------------------------------
</TABLE>

                           TIME-TO-RESTORE CREDITS ARE CALCULATED AS FOLLOWS:
                           Calculations will be based on troubles reported by
                           CUSTOMER (CRT's) using AT&T's designated ATM Service
                           reporting procedures. "Time to Restore" begins when
                           the CUSTOMER reports the trouble and releases the
                           affected components to AT&T and ends when AT&T
                           notifies the CUSTOMER that the problem has been
                           resolved and the components are available to the
                           CUSTOMER to use.





<PAGE>   60
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 20 of 22


                  C.       NETWORK AVAILABILITY (NA) PERFORMANCE OBJECTIVE.
                           Network Availability for CUSTOMER's AT&T E2E ATM
                           network shall meet or exceed the levels specified in
                           the following Table for the applicable type of
                           Service. NA Credits be calculated and provided
                           separately for each type of Service as specified
                           below for any month in which Network Availability
                           falls below the NA Performance Objective for the
                           specified Category in such month due to outage, net
                           of any OTP and TTR Credits applicable for the same
                           month. Availability means the percent of the time
                           during the given calendar month that CUSTOMER is able
                           to send traffic from a customer premises via local
                           access to an ingress port and have the traffic be
                           accepted and sent via the port into the network for
                           transport to the designated egress port. Availability
                           will be measured end-to-end, between facility
                           demarcations (Network Terminating Unit or NTU) on the
                           customer premises, including access but excluding CPE
                           (e.g., DSU/CSUs and Routers). Outage time begins when
                           the CUSTOMER reports the trouble and releases the
                           affected components to AT&T and ends when AT&T
                           notifies the CUSTOMER that the problem has been
                           resolved and the components are available to the
                           CUSTOMER to use. Outage time does not include
                           scheduled network upgrade/maintenance time or outages
                           not attributable to AT&T fault.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Network Availability Objectives and Credits
--------------------------------------------------------------------------------
<S>                                               <C>
E2E ATM                                           Availability = 99.70%
--------------------------------------------------------------------------------
Total Affected CUSTOMER PVCs                      NA Credit
--------------------------------------------------------------------------------
1-29 PVCs                                         5% of one month's discounted
                                                  Monthly Charge for each PVC
--------------------------------------------------------------------------------
30-49 PVCs                                        10% of one month's discounted
                                                  Monthly Charge for each PVC
--------------------------------------------------------------------------------
50-99 or more PVCs                                20% of one month's discounted
                                                  Monthly Charge for each PVC
--------------------------------------------------------------------------------
</TABLE>

                           1.       Network Availability is calculated as
                                    follows:

                                    100 * (1 - (Sum of Outage Duration/Total
                                    Available Time)

                                    The "Sum of Outage Duration" is the total of
                                    the outage time, in minutes, of all PVCs
                                    affected by network outages reported by the
                                    CUSTOMER during the month.

                                    "Total Available Time" = (average number of
                                    PVCs in service during the month) * (days in
                                    month) * (minutes per day). The "average
                                    number of PVCs in service during the month"
                                    is the sum of the total number of PVCs in
                                    service at the end of each calendar day
                                    during the month divided by the number of
                                    days in the month.





<PAGE>   61
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 21 of 22


                           2.       Network Availability Credits will be
                                    calculated as follows: Percentage * (Total
                                    PVC discounted Monthly Charges for month -
                                    Credits applied for On-Time Provisioning
                                    (OTP) for the month, Time-to-Restore (TTR).
                                    NOTE: although Network Availability is
                                    measured NTU to NTU, credits are not applied
                                    against access charges.

                                        Example:

                                        During a month with 30 days a CUSTOMER
                                        has an average of 75 PVCs in-service.
                                        During the month the CUSTOMER reported
                                        the following troubles:

                                        1. Network failure that caused outage of
                                        20 PVCs for 3 hours and 32 minutes.

                                        2. Network failure that caused outage of
                                        15 PVCs for 29 minutes.

                                        3. Network failure that caused outage of
                                        15 PVCs for 5 hours and 10 minutes.

                                        4. Network failure that caused outage of
                                        25 PVCs for 8 hours and 47 minutes.

                                        Sum of Outage Duration = (20 * 212) +
                                        (15 * 29) + (15 * 310) + (25 * 527) =
                                        20,950 minutes

                                        Total Available Time = (75) * (30) *
                                        (24 * 60)

                                        = 3,240,000 minutes

                                        Network Availability = 100 *
                                        (1 - (20,950 / 3,240,000)) = 99.35%

                                        Because the Network Availability for the
                                        month is less than 99.70%, the CUSTOMER
                                        is entitled to the following Network
                                        Availability credit:

                                        Total discounted Monthly Charges for
                                        PVCs in service related to the AT&T E2E
                                        ATM Service for such month: $151,720.00

                                        Applicable Percentage based on an
                                        average of 75 PVCs in service during the
                                        month: 20%





<PAGE>   62
AT&T ASYNCHRONOUS TRANSFER MODE (ATM)
SERVICE DESCRIPTION                                                Page 22 of 22


                                        Credit Calculation for Network
                                        Availability = .20 * ($151,720.00) =
                                        $30,344.00

================================================================================
                                End of Attachment
<PAGE>   63
                                                                     Page 1 of 3

AT&T ATM AND FRAME RELAY
SERVICE TERMS AND PRICING

          AT&T ATM AND FRAME RELAY SERVICE TERMS AND PRICING ATTACHMENT

CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement:                                (by CUSTOMER)
                               --------------------------------

                                                                (by AT&T)
                               --------------------------------


================================================================================

1.     SERVICES PROVIDED. AT&T will provide the following Services to CUSTOMER
       under this Attachment and pursuant to the terms of the Master Carrier
       Agreement and the applicable Tariffs specified below.

       A.     AT&T ASYNCHRONOUS TRANSFER MODE (ATM) SERVICE. AT&T Asynchronous
              Transfer Mode (ATM) Service, as described in the AT&T ATM Service
              Description Attachment, consisting of the following services:

              1.     AT&T Domestic ATM Service.

              2.     AT&T Local ATM Service.

              3.     AT&T International ATM Service, consisting of AT&T
                     Bilateral ATM Service.

       B.     AT&T INTERSPAN(R) FRAME RELAY SERVICES. AT&T InterSpan Frame
              Relay Services (AT&T Tariff F.C.C. No. 4, as amended from time to
              time) consisting of:

              1.     AT&T InterSpan Frame Relay Service

              2.     AT&T International InterSpan Frame Relay Service

2.     TERM AND COMMITMENT. The Term and Volume Commitments applicable to the
       Services provided under this Attachment are set forth in the Term and
       Commitment Attachment to this Agreement. The Services provided under this
       Attachment are Covered Data Services for purposes of the Term and
       Commitment Attachment.

3.     RATES AND CHARGES. The Recurring and Nonrecurring Rates and Charges for
       the Services provided under this Attachment are as provided in the
       Pricing Schedule to this Attachment.

4.     DISCOUNTS. The discounts provided in the Pricing Schedules to this
       Attachment are the only discounts for the Services provided under this
       Attachment. No other discounts apply.

5.     MONITORING CONDITIONS. None.

6.     CREDITS AND WAIVERS. Except as specified in Section 8 of the AT&T ATM
       Service Description Attachment (SLAs), the following credits and waivers
       are the only credits



<PAGE>   64
AT&T ATM AND FRAME RELAY                                             Page 2 of 3
SERVICE TERMS AND PRICING


and waivers that apply to the Services provided under this Attachment. No other
promotions, credits or waivers apply.

A.   NON RECURRING INSTALLATION CHARGE WAIVER. AT&T will waive the Nonrecurring
     Installation Charges associated with the installation of certain Services
     or service components provided under this Attachment. No waiver applies to
     Services or service components that are disconnected and reconnected after
     this Attachment is made part of the Agreement.

     1.   Minimum In-Service Period. A twelve month Minimum In-Service Period
          applies for any service components installed subject to a waiver of
          Installation Charges. If any such service component is disconnected
          prior to the end of the Minimum In-Service Period, CUSTOMER will be
          billed for the Installation Charges previously waived for that service
          component.

     2.   Charges Covered by Waiver. This Installation Charge Waiver applies
          only to the following charges that would otherwise be incurred for
          Services provided under this Attachment:

     (a)  PVC Installation Charge. PVC Installation Charges for the following
          AT&T ATM Services provided under this Attachment:

               (1)  Domestic ATM - Class C VBR NRT PVC

               (2)  Domestic ATM - Class A CBR PVC

               (3)  Domestic FRS/ATM Interworking PVCs

               (4)  Local ATM - Class C VBR NRT PVC

               (5)  Local ATM - Class A CBR PVC

               (6)  Local ATM Interworking PVCs

               (7)  International Bilateral ATM Class A CBR PVC

               (8)  International Bilateral ATM Class C VBR NRT PVC

     (b)  Port Installation Charge. Port Installation Charges for the following
          AT&T ATM Services provided under this Attachment:

               (1)  Domestic ATM Ports

               (2)  Domestic FRS/ATM Interworking Ports

               (3)  Local ATM Ports

               (4)  Local FRS/ATM Interworking Ports








<PAGE>   65
                    (5)  International U.S. Global ATM Ports

          (c)  AT&T FRVPP-Eligible Frame Relay Services - Installation Charges
               for AT&T Frame Relay Services provided under this Attachment
               that, if provided under AT&T Tariff F.C.C. No. 4, as amended from
               time to time, would be eligible to receive discount under the
               Tariff 4 Frame Relay Volume Pricing Plan;

7.   CLASSIFICATIONS, PRACTICES AND REGULATIONS. Except as otherwise provided in
     this Attachment, the rates and regulations that apply to the Services
     provided under this Attachment are as set forth in the applicable Tariffs.

     A.   DETARIFFING.  If, during the Term of this Attachment, any of the
          tariffs of AT&T referenced herein are canceled, in whole or in part,
          pursuant to a statutory change, order or requirement of a governmental
          or judicial authority of competent jurisdiction requiring detariffing,
          then, following such cancellation, any rates, terms and conditions of
          such tariffs that had been applicable to the Services provided under
          this Agreement will continue to apply, based on the language of the
          tariffs in effect as of the date of cancellation, unless modified by
          this Attachment or Agreement.

     B.   DEFINITIONS. Terms not otherwise defined in this Attachment or in the
          Agreement have the meanings provided in the applicable Tariffs.

          1.   Class "C" VBR NRT PVCs. - VBR-NRT calls may be uni-directional
               (forward direction call only) or bi-directional (forward and
               backward direction). Calls may also be asymmetrical. VBR-NRT
               usage charges are based on the ATM PVC CIR and the Sustained Cell
               Rate (SCR) and the connection speed and the duration of the call
               are rounded up to the nearest one-tenth of a second.

          2.   Class "A" CBR PVCs. - CBR calls may be uni-directional (forward
               direction call only) or bi-directional (forward and backward
               direction). Calls may also be asymmetrical. CBR usage charges are
               based on the ATM PVC CIR and the Peak Cell Rate (PCR), and the
               connection speed and the duration of the call are rounded up to
               the nearest one-tenth of a second.







<PAGE>   66
AT&T SDN AND 800 SERVICES TERMS AND PRICING                          Page 1 of 4


             AT&T SDN AND 800 SERVICES TERMS AND PRICING ATTACHMENT


CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement:                          (by CUSTOMER)
                                ------------------------

                                                         (by AT&T)
                                ------------------------


===============================================================================

1.   SERVICES PROVIDED. AT&T will provide the following Services to CUSTOMER
     under this Attachment and pursuant to the terms of the Agreement and the
     applicable Tariffs specified below.

     A. AT&T SDN SERVICE. AT&T Software Defined Network (SDN) Services (AT&T
        Tariff F.C.C. No. 1, as amended from time to time) consisting of AT&T
        Customer SDN Service and International Calling Capability, and Network
        Remote Access Options I and II.

     B. AT&T MEGACOM 800 SERVICES. AT&T MEGACOM 800 Services (AT&T Tariff F.C.C.
        No. 2, as amended from time to time) consisting of AT&T MEGACOM 800
        Service, AT&T MEGACOM 800 Service-Canada, AT&T MEGACOM 800
        Service-Mexico, and AT&T MEGACOM 800 Service-Overseas.

     C. AT&T 800 READYLINE SERVICES. AT&T 800 READYLINE Services (AT&T Tariff
        F.C.C. Nos. 2 and 14, as amended from time to time) consisting of AT&T
        800 READYLINE, AT&T 800 READYLINE - Puerto Rico and the U.S. Virgin
        Islands, AT&T 800 READYLINE - Canada, AT&T 800 READYLINE - Mexico, and
        AT&T 800 READYLINE - Overseas, including AT&T Advanced 800 Service
        features.

     D. ACCESS CONNECTIONS. AT&T Private Line Service (AT&T Tariff F.C.C. No. 9,
        as amended from time to time) consisting of AT&T ACCUNET(R) T1.5 Service
        Access Connections.

     E. AT&T LOCAL CHANNEL SERVICES. AT&T Local Channel Services (AT&T Tariff
        F.C.C. No. 11, as amended from time to time) consisting of AT&T
        TERRESTRIAL 1.544 Mbps Local Channel Services.

2.   TERM AND COMMITMENT. The Term and Volume Commitments applicable to the
     Services provided under this Attachment are set forth in the Term and
     Commitment Attachment to this Agreement. The Services provided under this
     Attachment are Covered Voice Services for purposes of the Term and
     Commitment Attachment.

3.   RATES AND CHARGES. The Rates and Charges for the Services provided under
     this Attachment are the same as the undiscounted Rates and Charges under
     the applicable





<PAGE>   67
AT&T SDN AND 800 SERVICES TERMS AND PRICING                          Page 2 of 4

     Tariffs, as amended from time to time, except as provided in Schedule 1
     (Rates and Discounts) to this Attachment.

4.   DISCOUNTS. No discounts apply for the Services provided under this
     Attachment.

5.   CREDITS AND WAIVERS. The following credits and waivers are the only credits
     and waivers that apply to the Services provided under this Attachment. No
     other promotions, credits or waivers apply.

     A.   INSTALLATION CHARGE WAIVER. AT&T will waive the Nonrecurring
          Installation Charges associated with the installation of certain
          Services or service components provided under this Attachment. No
          waiver applies to Services or service components that are disconnected
          and reconnected after this Attachment is made part of the Agreement.
          The maximum combined value of the Installation Charges that will be
          waived under this Section shall not exceed $75,000.00 during the Term
          of this Attachment.

          1.   Minimum In-Service Period. A twelve-month Minimum In-Service
               Period applies for any service components installed subject to
               a waiver of Installation Charges. If any such service component
               is disconnected prior to the end of the Minimum In-Service
               Period. CUSTOMER will be billed for the Installation Charges
               previously waived for that service component.

          2.   Charges Covered by Waiver. This Installation Charge Waiver
               applies only to the following charges that would otherwise be
               incurred for Services provided under this attachment:

               (a)  AT&T SDN Service - Service Establishment Charge.

               (b)  Per Dynamic Arrangement Per SDDN Location-USOC SMOCC

               (c)  Per VON Location util. Digital Special Access-USOC SMOVN

               (d)  Per VON Location util. Digital Switched Access-USOC SMOV1

               (e)  Overtime Charge-USOC NROEO

               (f)  AT&T MEGACOM 800 Service - Service Establishment
                    Installation Charge per routing arrangement, per AT&T
                    MEGACOM 800 Service Central Office (USOCs SG7B and SG7C).

               (g)  AT&T ACCUNET T1.5 Service Access Connections - Installation
                    Charges for AT&T ACCUNET T1.5 Service Access Connections
                    (USOC O41AC), when the Access Connection is ordered to
                    connect to another service provided under this Attachment.









<PAGE>   68


                                                                     Page 3 of 4
AT&T SDN AND 800 SERVICES TERMS AND PRICING

          (h)  AT&T Nodal T1 Local Channel Services - Installation Charges for
               AT&T TERRESTRIAL 1.544 Mbps Local Channel Services and the
               associated Access Coordination Function (USOC AHO), when the
               Local Channel is ordered to connect to another service provided
               under this Attachment.

6.  MONITORING CONDITIONS. If CUSTOMER fails to satisfy any of the following
    Monitoring Conditions during any month of the Term, AT&T may assess a
    Non-compliance Charge. Unless otherwise provided, the Non-compliance Charge
    is equal to 20% of the undiscounted usage charges incurred under this
    Attachment during that month.

    A.  At least 50% of the domestic minutes of use of AT&T SDN Service must be
        for interstate calling.

    B.  At least 50% of the domestic minutes of use of AT&T MEGACOM 800 Service
        must be for interstate calling.

    C.  The Average Length of Call for domestic AT&T SDN Service must be at
        least 2.0 minutes.

    D.  The Average Length of Call for domestic AT&T READYLINE 800 Service must
        be at least 2.0 minutes.

    E.  The Average Length of Call for domestic AT&T MEGACOM 800 Service must be
        at least 2.0 minutes.

7.  CLASSIFICATIONS, PRACTICES AND REGULATIONS. Except as otherwise provided in
    this Attachment, the rates and regulations that apply to the Services
    provided under this Attachment are as set forth in the applicable Tariffs.

    A.  DETARIFFING. If, during the Term of this Attachment, any of the tariffs
        of AT&T referenced herein are canceled, in whole or in part, pursuant to
        a statutory change, order or requirement of a governmental or judicial
        authority of competent jurisdiction requiring detariffing, then,
        following such cancellation, any rates, terms and conditions of such
        tariffs that had been applicable to the Services provided under this
        Agreement will continue to apply, based on the language of the tariffs
        in effect as of the date of cancellation, unless modified by this
        Attachment or the Agreement.

    B.  DEFINITIONS. Terms not otherwise defined in this Attachment or in the
        Agreement have the meanings provided in the applicable Tariffs.

    C.  BENCHMARKING. During the last four months of each year of the Term
        (except for the last), CUSTOMER may initiate a Benchmarking Review by
        providing credible evidence of pricing or offers from other top tier
        providers (i.e., from any




<PAGE>   69
                                                                     Page 4 of 4
AT&T SDN AND 800 SERVICES TERMS AND PRICING

     RBOC or any of the other top three providers of long distance voice
     service, as measured by total annual domestic minutes of use) for domestic
     voice services under similar terms and conditions to those applicable to
     the Services provided under this Attachment. If CUSTOMER would realize an
     overall 'net economic benefit' (the net economic benefit to CUSTOMER will
     be determined based on the net cost to CUSTOMER under the terms of the
     competitive offer, compared to the net cost to CUSTOMER under the terms of
     this Agreement, for the services subject to the competitive offer) under
     such a competitive offer as compared to buying service from AT&T under this
     Agreement, and AT&T does not elect to match the competitive offer, then
     CUSTOMER may reduce the VMARC for the following year by 110% of the revenue
     value of the minutes covered by the competitive offer, subject to the
     following percentage reduction caps (the percentage reduction caps are
     applied based on the original VMARC, without taking into account any
     adjustments to the VMARC):

<TABLE>
<CAPTION>
Year for which VMARC may be reduced       Percentage Reduction Cap
-----------------------------------       ------------------------
<S>                                       <C>
              Year 2                                10%
              Year 3                                10%
</TABLE>

     Benchmarking comparisons shall not be made to spot market pricing.

===============================================================================
                               End of Attachment




<PAGE>   70
                                                                     Page 1 of 4
TERM AND COMMITMENT

                         TERM AND COMMITMENT ATTACHMENT
                         ______________________________

CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement:________________________ (by CUSTOMER)


                               ________________________ (by AT&T)


================================================================================

This Attachment sets forth the provisions regarding Term, Purchasing
Commitments, and Termination that apply with respect to the Covered Voice
Services and Covered Data Services (collectively, the "Covered Services").

1.     TERM.
       ____

       A.     COVERED VOICE SERVICES. The Term applicable to the Covered Voice
              Services is three years with respect to domestic services, and
              five years with respect to international services.

       B.     COVERED DATA SERVICES. The Term applicable to the Covered Data
              Services consists of an Ordering Period and a Circuit Ramp-Down
              Period.

              1.     ORDERING PERIOD. The Ordering Period is three years with
                     respect to domestic services, and five years with respect
                     to international services.

              2.     CIRCUIT TERM. A separate Circuit Term may apply with
                     respect to Covered Data Services, to the extent provided in
                     the applicable Attachment.

              3.     CIRCUIT RAMP-DOWN PERIOD. The Circuit Ramp-Down Period
                     begins on the first day after the end of the Ordering
                     Period, and ends on the last day of the last remaining
                     Circuit Term. CUSTOMER may not submit new service orders
                     under this Agreement during the Circuit Ramp-Down Period.
                     During the Circuit Ramp-Down Period, all rates and charges
                     (other than rates and charges applicable to channels with
                     an unexpired Circuit Term) are subject to change by AT&T
                     upon thirty days' notice.

       C.     COMMENCEMENT OF TERM. For each Covered Service, the Term begins
              either on the Customer's Initial Service Date (CISD) or on the
              first day of the bill cycle for that Service during the first full
              billing month after the CISD. Different Covered Services may have
              different billing cycles, and so the billing months may be
              staggered. For each Service, however, the Term will begin no more
              than one month after the CISD. The CISD is the same as the
              Redemption Date, as that term is defined under the Separation and
              Distribution Agreement.






<PAGE>   71
TERM AND COMMITMENT                                                 Page 2 of 4




2.   PURCHASE COMMITMENTS. The following Minimum Revenue Commitments apply under
     this Attachment.

     A.  MINIMUM ANNUAL REVENUE COMMITMENTS.

         1.  The Voice Minimum Annual Revenue Commitment ("VMARC") is
             $75,100,000. CUSTOMER commits that the VMARC-Eligible Charges it
             incurs during each year of the Term will equal or exceed the VMARC.

         2.  The VMARC-Eligible Charges consist of the domestic usage charges
             and monthly recurring charges for AT&T Services provided under this
             Agreement that are identified in a Service Terms and Pricing
             Attachment as Covered Voice Services, before application of any
             discounts and credits.

         3.  The Data Minimum Annual Revenue Commitment ("DMARC") is
             $36,400,000. CUSTOMER commits that the DMARC-Eligible Charges it
             incurs during each year of the Term will equal or exceed the DMARC.

         4.  The DMARC-Eligible Charges consist of the domestic usage charges
             and monthly recurring charges for AT&T Services provided under this
             Agreement that are identified in a Service Terms and Pricing
             Attachment as Covered Data Services, before application of any
             discounts and credits.

         5.  If the applicable MARC-Eligible Charges CUSTOMER incurs during any
             year of the term are less than the applicable MARC, CUSTOMER will
             be considered in Shortfall and the difference between the
             applicable MARC and the applicable MARC-Eligible Charges incurred
             by CUSTOMER in that year will be referred to as the "Shortfall
             Amount". If CUSTOMER is in Shortfall, the Shortfall Amount will be
             added to the corresponding MARC for the following year of the Term.
             If CUSTOMER is in Shortfall for the third year of the Term, then
             CUSTOMER will pay a Shortfall Charge equal to forty percent (40%)
             of the difference between the applicable MARC and the amount of the
             applicable MARC-Eligible Charges. In the event of a Change of
             Control of CUSTOMER, the MARC will be changed to 90% of the
             MARC-Eligible Charges CUSTOMER incurred during the twelve full
             billing months immediately preceding the Change of Control and
             CUSTOMER's right to rollover the Shortfall Amount from one year to
             the next will terminate (except the MAVC will not be so changed and
             such rollover right shall not terminate if AT&T elects to terminate
             the entire Agreement as a result of such Change of Control). In the
             event such rollover right is terminated, if CUSTOMER is in
             Shortfall at the end of a year of the Term, CUSTOMER will pay a
             Shortfall Charge equal to forty percent (40%) of the difference
             between







<PAGE>   72
TERM AND COMMITMENT                                                  Page 3 of 4


               the applicable MARC and the amount of the applicable
               MARC-Eligible Charges.

     B.   INTERNATIONAL COMMITMENT.

          1.   Except as provided in Section 2.B.2. of this Attachment,
               CUSTOMER is required to obtain all of its requirements for
               international telecommunications services from AT&T during
               the Term to the same extent that AT&T is required to obtain all
               of its requirements for international telecommunications services
               from Concert under the terms of the Framework Agreement.

          2.   In the event that CUSTOMER merges with or acquires another
               company, CUSTOMER will be required to obtain a percentage of its
               requirements for international telecommunications services from
               AT&T during the remainder of the Term. The required percentage
               shall be determined as of the effective date of the merger or
               acquisition as the quotient of the total international usage and
               recurring charges incurred by CUSTOMER for the three full
               billing months preceding the effective date of the merger or
               acquisition divided by the total international usage and
               recurring charges incurred by CUSTOMER and by the merged or
               acquired company combined for the same period.

3.   TERMINATION CHARGE. The following provision applies in lieu of any
     Discontinuance With or Without Liability provisions specified in the
     applicable Tariffs.

     A.   If CUSTOMER terminates this Attachment prior to the end of the Term
          (except for a termination due to AT&T's breach of the Agreement or due
          to a Change of Control of AT&T), or if AT&T terminates this Attachment
          or the Service provided under this Attachment prior to the end of the
          Term due to CUSTOMER's breach of the Agreement, CUSTOMER will be
          billed a Termination Charge. With respect to domestic Covered
          Services, the Termination Charge will be an amount equal to 40% (or
          such lower percentage termination charge as AT&T provides to any other
          similarly situated customer of the Services provided under this
          Attachment) of the unsatisfied MARC for the year in which the
          termination occurs, plus 40% (or such lower percentage termination
          charge as AT&T provides to any other similarly situated customer of
          the Services provided under this Attachment) of the MARC for each year
          remaining in the Term. With respect to international Covered Services,
          the Termination Charge will be 40% (or such lower percentage
          termination charge as AT&T provides to any other similarly situated
          customer of the Services provided under this Attachment) of the
          average monthly charge for such service in the three months prior to
          termination times the number of months remaining in the Term. This
          Termination Charge










<PAGE>   73
                                                                     Page 4 of 4

TERM AND COMMITMENT

       will be AT&T's exclusive remedy for the termination of the Attachment or
       Service provided under this Attachment.

================================================================================
                               End of Attachment




<PAGE>   74
AT&T LOCAL SERVICES - PRIMEINTERCONNECT                             Page 1 of 3
SERVICE TERMS AND PRICING


  AT&T LOCAL SERVICES - PRIMEINTERCONNECT SERVICE TERMS AND PRICING ATTACHMENT


CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Master Carrier Agreement: ________________ (by CUSTOMER)

                                               ________________ (by AT&T)
================================================================================

1.       SERVICES PROVIDED. AT&T will provide an 800/8YY call completion service
         known as PrimeInterconnect to CUSTOMER under the terms of this
         Attachment to the Master Carrier Agreement and under the terms of the
         applicable Tariffs.

         Customer agrees to acquire Digital Transmission Service trunks ("DTS
         Trunks") at the rates established in Schedule 1 and under the terms of
         the AT&T Local Services - Dedicated Transport Services Terms and
         Pricing Attachment to the Master Carrier Agreement (the "DTS
         Attachment") and in the quantities and at the locations set forth in
         the Service Order Forms. AT&T will use those DTS Trunks for the
         transport of 800/8YY calls from the originating end-users served by
         Customer to the Interexchange Carrier ("IXC") providing the InterLATA
         800/8YY services or to the Local Exchange Company ("LEC") providing the
         IntraLATA 800/8YY services.

         The PrimeInterconnect Service may be provided in each metropolitan area
         by a wholly owned subsidiary of AT&T. AT&T will notify CUSTOMER from
         time to time of the identity of each such subsidiary. In the event of a
         conflict between a term of this Agreement and a term of the applicable
         Tariffs or Service Order Forms, the term of this Agreement will
         control.

2.       ORDERING PROCEDURES. CUSTOMER shall order sufficient DS-1 or DS-3 DTS
         Trunks from CUSTOMER's switch to AT&T's switch at the locations
         designated in Attachment 2. The DTS Trunks shall: (a) be engineered as
         one way trunks for calls originating from CUSTOMER's switch; (b) be
         provisioned to support 64kb Clear Channel Services; (c) transport only
         originating 800/8YY calls from the CUSTOMER's switch to the in-LATA
         AT&T switch; (d) utilize SS7 signaling; and (e) permit transport of the
         800/8YY calls to the AT&T in-LATA switch without additional digits such
         as routing digits.

3.       TERM. The Term of this Attachment is as provided in the DTS Attachment
         except that the Circuit Term for any DTS Trunks installed as of the
         Contract Effective Date will be two years from the Contract Effective
         Date (AWS proposal, instead of three in DTS STP).

4.       RATES AND CHARGES. The rates for the ALS-DTS Trunks used to provide the
         PrimeInterconnect Service are set forth in Schedule 1 of this
         Attachment. AT&T





<PAGE>   75
AT&T LOCAL SERVICES - PRIMEINTERCONNECT                             Page 2 of 3
SERVICE TERMS AND PRICING


         reserves the right to change the rates for any Services not yet ordered
         under this Attachment.

5.       CREDITS AND WAIVERS. Credit allowances will be applied for Digital
         Transmission Service outages in accordance with the provisions of the
         applicable Tariff. No other promotions, credits or waivers apply.

6.       CLASSIFICATIONS, PRACTICES AND REGULATIONS

         A.       DETARIFFING. If, during the Term of this Attachment, the
                  Tariff referenced herein is canceled, in whole or in part,
                  pursuant to a statutory change, order or requirement of a
                  governmental or judicial authority of competent jurisdiction
                  requiring detariffing, then, following such cancellation, any
                  rates, terms and conditions of such Tariff that had been
                  applicable to the services provided under this Attachment will
                  continue to apply, based on the language of the Tariff in
                  effect as of the date of cancellation, unless modified by this
                  Attachment or the Agreement.

         B.       DEFINITIONS. Terms not otherwise defined in this Attachment
                  below or in the Agreement have the meanings provided in the
                  applicable Tariffs.

                  1.       Point of Demarcation - shall mean the interface
                           (CUSTOMER provided DSX jack, or other mutually agreed
                           equipment) between AT&T and CUSTOMER at CUSTOMER's
                           Point of Presence.

7.       RESPONSIBILITIES OF THE PARTIES

         A.       CUSTOMER

                  1.       CUSTOMER will route 800/8YY calls to the in-LATA AT&T
                           Class 5 switch over the dedicated DTS Trunks ordered
                           under Section 2. LATA boundaries for purposes of this
                           Attachment are those defined by the predominant LEC
                           in each serving area.

                  2.       CUSTOMER will submit a non-binding forecast of
                           originating minutes of use for each city/area served
                           under this Attachment and, to the extent possible,
                           for each 800/8YY service provider. The forecast will
                           be submitted on a quarterly basis and will include
                           the next twelve month period of service.

         B.       AT&T

                  1.       800/8YY CALL COMPLETION. AT&T will receive the calls
                           destined for 800/8YY telephone numbers, perform the
                           800 Portability Database dip to




<PAGE>   76
AT&T LOCAL SERVICES - PRIMEINTERCONNECT                             Page 3 of 3
SERVICE TERMS AND PRICING


                           identify the service provider for the 800/8YY call
                           and switch and transport the call to such service
                           provider.

                  2.       USAGE STATEMENTS. AT&T will provide CUSTOMER with a
                           monthly statement setting forth, by CUSTOMER location
                           and specific trunk group, the minutes of use
                           generated by 800/8YY calls.


         C.       ADDITIONAL DTS RESPONSIBILITIES. The responsibilities of the
                  parties set forth in this Section 7 apply in addition to the
                  responsibilities of the parties with respect to DTS Trunks, as
                  set forth in the DTS Attachment.


8.       NETWORK STANDARDS AND MAINTENANCE


         The parties will work cooperatively to provision and maintain a
         reliable network to support the PrimeInterconnect Service. The parties
         will exchange appropriate information, such as provisioning center
         contact numbers; maintenance contact numbers; escalation procedures;
         and network information, to achieve the desired reliability. In
         addition, at the request of AT&T, CUSTOMER will provide AT&T with the
         information specified in Schedule 2. Each party is responsible to
         follow the standards that may be agreed to between the parties. Each
         party is responsible to employ characteristics and methods of operation
         that will not interfere with or impair the service of the facilities of
         the other party.


================================================================================
                                End of Attachment







<PAGE>   77
AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT



                    AT&T TELECONFERENCE WEB MEETING SERVICES
                            SERVICE ORDER ATTACHMENT

<TABLE>
<S>                             <C>                               <C>
-------------------------------------------------------------------------------------------------
    CUSTOMER LEGAL NAME                AT&T CORP. ("AT&T")        AT&T SALES CONTACT INFORMATION
   ("CUSTOMER" OR "YOU")
-------------------------------------------------------------------------------------------------
  AT&T Wireless Services, Inc.   AT&T Corp.                       Name: Rick Miller
                                                                  Telephone:
                                                                  Email:
                                                                  Sales Strata: Service Provider
                                                                                Markets
-------------------------------------------------------------------------------------------------
  CUSTOMER BILLING ADDRESS       CUSTOMER ACCOUNT INFORMATION       AT&T AUTHORIZED AGENT INFO.
                                                                         (IF APPLICABLE)
-------------------------------------------------------------------------------------------------
  Enter Billing Address          CUSTOMER Account Number or       Name:
  (press shift-enter for line    Master Account Number:           Company Name:
  break)                                                          Telephone:
                                                                  Email:
                                                                  Agent Code:
-------------------------------------------------------------------------------------------------
DATE OF EXECUTION OF AGREEMENT   DATE OF EXECUTION OF AGREEMENT
         (BY CUSTOMER)                    (BY  AT&T)
-------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------
</TABLE>

Except as provided in this Service Order Attachment, the service descriptions,
pricing information and other terms and conditions relating to AT&T
Teleconference Web Meeting Services in the AT&T Service Guide at URL
http://www.att.com/abs/serviceguide, as amended from time to time, apply and are
incorporated into this Service Order Attachment by this reference. In the event
of conflict among terms, the order of priority shall be this Service Order
Attachment, the AT&T Service Guide and then the Agreement's General Terms and
Conditions. Except to the extent any change would be inconsistent with the terms
of this Attachment, AT&T may change the Service as provided to CUSTOMER from
time to time by publication of the changes in the AT&T Service Guide. Changes to
the AT&T Service Guide on the website that are not inconsistent with the terms
of this Attachment will be binding on both AT&T and the CUSTOMER as of the date
the change is posted. For terms set for this in this Attachment, this Attachment
shall control.

This Service Order Attachment is effective when the Attachment is made part of
the Agreement.

--------------------------------------------------------------------------------
CUSTOMER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS SERVICE ORDER
 ATTACHMENT AND THE APPLICABLE PARTS OF THE AT&T SERVICE GUIDE AND AGREES TO BE
                                 BOUND BY THEM.
--------------------------------------------------------------------------------






<PAGE>   78
AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT


TERMS AND CONDITIONS AND PRICING
-    Except as otherwise provided in this Attachment, the provisions, rates and
     regulations that apply to the Services specified in Section 1. ("Services
     Provided"), are as set forth in AT&T Tariff F.C.C. No. 1, as amended from
     time to time (the "Applicable Tariffs").

1. SERVICES PROVIDED
-    AT&T Audio-Teleconference Bridge Service
-    AT&T Video - Teleconference Bridge Service
-    AT&T Event TeleConference Service
-    AT&T Web Meeting

2. TERM AND COMMITMENT
The Term and Volume Commitments applicable to the Services provided under this
Attachment are set forth in the Term and Commitment Attachment to this
Agreement. The Services provided under this Attachment are Covered Voice
Services for purposes of the Term and Commitment Attachment.


3. RATES AND CHARGES
The rates and charges for the Services Provided under this Attachment are the
same as the undiscounted rates and charges under the applicable Tariffs, as
amended from time to time, except as specified in this Attachment. AT&T reserves
the right to change from time to time the rates for Services under this
Agreement, regardless of any provisions that would otherwise stabilize rates or
limit rate increases, to reasonably reflect charges or payment obligations
imposed on AT&T stemming from an order, rule or regulation of the Federal
Communications Commission or a court of competent jurisdiction, or any other
governmental entity or authority, concerning (i) compensation of payphone
service providers, (ii) universal service fund ("USF") charges, (iii)
presubscribed interexchange carrier charges ("PICCs"), or (iv) other
governmental charges or fees imposed in connection with the provision of
Services, or to reasonably reflect charges or payment obligations imposed on
AT&T related to termination of domestic or international calls to mobile
numbers. Any change in rates under this provision will be reasonably designed to
recover AT&T's costs associated with the charges or obligations imposed on AT&T
giving rise to the right to change such rates (subject to operational
constraints and billing capabilities). Rate changes (upward and downward) will
be applied to CUSTOMER in the same manner as applied generally to other AT&T
customers.


A. WEB MEETING SERVICES
         Web Meeting usage charges are $.33 cents per minute multiplied by the
         number of users to determine the total usage minutes. Charges for AT&T
         Web Meeting Service is in addition to applicable charges for AT&T Audio
         Conference Service which must be used in conjunction with Web Meeting
         Service.

B. AT&T VIDEO - TELECONFERENCE BRIDGE SERVICE

DOMESTIC

<TABLE>
<S>                                                   <C>
Dial-Out 128K domestic                                $1.00/min.
(bridging plus LD/transport)

Dial-Out 384K domestic                                $1.50/mi.
(bridging plus LD/transport)

Dial-In Bridge Port Charges                           $0.75/min.
(bridging only; pay own LD/transport to the bridge)
</TABLE>

<TABLE>
<CAPTION>
US TO INTERNATIONAL                 DISCOUNTED
                                    RATE
         SPEED                      PER MINUTE
         -----                      ----------
<S>                                 <C>
                                    BAND ONE
         112K/128K                  $2.49
         336K/384K                  $5.99
</TABLE>





<PAGE>   79
AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT


<TABLE>
<S>                                 <C>
                                    BAND TWO

         112K/128K                  $3.39
         336K/384K                  $8.99

                                    BAND THREE

         112K/128K                   $4.29
         336K/384K                  $10.99
</TABLE>


C. AT&T AUDIO-TELECONFERENCE BRIDGE SERVICE

         Rates Are stabilized for the Attachment Term.

<TABLE>
<CAPTION>
                                                                   Usage Charge
                    Call Type                                       Per Minute
                    ---------                                       ----------
<S>                                                                <C>
AT&T Dial-Out/Operator Assisted Conference Calls
   Bridge Port Usage Charge                                            $.125
   Conference Leg Usage Charge                                         $.145

Meet-Me/Operator Assisted Bridge Arrangement Option 2/800
   Bridge Port Usage Charge                                            $.125
   Conference Leg Usage Charge                                         $.055

Meet-Me/Automated Access Bridge Arrangement Option 2/800
   Bridge Port Usage Charge                                            $.085
   Conference Leg Usage Charge                                         $.055

Meet-Me/Automated Access Bridge Arrangement Option 2/800/
Reservationless
   Bridge Port Usage Charge                                            $.085
   Conference Leg Usage Charge                                         $.055

Meet Me/Operator Assisted Bridge Arrangement Option 3/
Caller Paid
   Bridge Port Usage Charge                                            $.125

Meet-Me/Automated Access Bridge Arrangement Option 3/
Caller Paid
   Bridge Port Usage Charge                                            $.09

Meet-Me/Automated Access Bridge Arrangement Option 3/
Caller Paid/Reservationless
   Bridge Port Usage Charge                                            $.085
</TABLE>

AT&T EVENT TELECONFERENCE SERVICE
-    Are stabilized for the Attachment Term.

<TABLE>
<CAPTION>
                    Call Type                      Price Per Port
                 Dial In/Dial Out                   Minute of use
                 ----------------                   -------------
<S>                                                <C>
             Domestic Operator Dial Out                  $.55
             Domestic Toll Free Dial In                  $.45
             Domestic Caller Paid Dial In                $.40
</TABLE>






<PAGE>   80
AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT



4. DISCOUNTS-None

5. CLASSIFICATIONS, PRACTICES AND REGULATIONS

5.1 PROMOTIONS
The Customer is ineligible for any promotions, credits filed in AT&T Tariffs.

5.2 WAIVERS
AT&T will waive the following installation charges:

5.2.1 The Set-Up Charge for each called station established on the conference
      with the assistance of an operator

5.2.2 The Nonrecurring Charge for each Meet-Me Bridge Arrangement.


6. ADDITIONAL TERMS AND CONDITIONS

6.1 SCOPE AND SERVICE DESCRIPTION
This Service is a Data Conference Service that is used in conjunction with AT&T
Audio Conferences to enable Customers to present, collaborate, share
files/applications and modify documents via the Internet. Specific Web Meeting
Services Feature Descriptions are as set forth in sub-paragraph 2 below.


6.2 FEATURE DESCRIPTION
The following features are currently available for this Service, as may be
modified from time to time:

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

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

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

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

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

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

(g) CHAT. Participants can type and transmit text messages to share common ideas
or topics with other people, or record meeting notes and action items as part of
a collaborative process. A "whisper" feature lets users have separate, private
conversations with one another during a group chat session.








<PAGE>   81
AT&T TELECONFERENCING SERVICES
SERVICE ORDER ATTACHMENT



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






<PAGE>   82
AT&T MANAGED INTERNET SERVICE                                        Page 1 of 8
SERVICE TERMS AND PRICING


           AT&T MANAGED INTERNET SERVICE TERMS AND PRICING ATTACHMENT


CUSTOMER Name (Full Legal Name): AT&T Wireless Services, Inc.

Date of execution of Agreement: _____________________ (by CUSTOMER)

                                _____________________ (by AT&T)
================================================================================

This Managed Internet Service Terms and Pricing Attachment ("Attachment") is an
attachment to the Master Carrier Agreement identified above (the "Agreement")
and is an integral part of the Agreement. Except as otherwise expressly
provided, the service description, pricing information and other terms and
conditions related to the AT&T WorldNet Managed Internet Services are set forth
at url: www.att.com/abs/serviceguide, as amended from time to time, (hereinafter
"the AT&T MIS Service Guide") and are hereby incorporated into this Attachment
by reference.

1.       SERVICE PROVIDED. AT&T will provide CUSTOMER with the AT&T WorldNet
         Managed Internet Service ("Service" or "MIS") under this Attachment and
         any Sales Orders (as defined in Section 2 below), and pursuant to the
         terms of the Agreement and the AT&T MIS Service Guide. Service will be
         offered only within the United States including the Commonwealth of
         Puerto Rico and the United States Virgin Islands. A current description
         of the Service is contained in the AT&T MIS Service Guide under the
         heading "AT&T Managed Internet Service Description" ("Service
         Description"). Except to the extent any change would be inconsistent
         with the terms of this Attachment, AT&T may change the Service as
         provided to CUSTOMER from time to time by publication of the changes in
         the AT&T MIS Service Guide. Changes to the AT&T MIS Service Guide on
         the website that are not inconsistent with the terms of this Attachment
         will be binding on both AT&T and the CUSTOMER as of the date the change
         is posted. For terms set for this in this Attachment, this Attachment
         shall control.

2.       ORDERING PROCEDURES. The particulars of the Service applicable to
         CUSTOMER will be set forth in the Sales Order Forms as completed by
         AT&T and CUSTOMER. It is the responsibility of the CUSTOMER to ensure
         that the correct information is provided to AT&T for purposes of
         completing the Sales Order Forms. CUSTOMER must submit its initial
         Sales Order Form by 90 days after the Effective Date.

3.       TERM AND TERMINATION. The Term of this Attachment begins on the date
         both parties have signed the Attachment ("Effective Date") and ends on
         the last day of the Port Ramp Down Period. At the end of the Term, this
         Attachment will remain in effect on a month-to-month basis until
         terminated by either party upon thirty days' notice to the other.

         A.       TERM. The Term of this Attachment consists of an Ordering
                  Period of 36 months from the Effective Date, and a Port
                  Ramp-Down Period of up to 36 months. Upon expiration of the
                  Term, this Attachment will remain in effect on a
                  month-to-





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AT&T MANAGED INTERNET SERVICE                                        Page 2 of 8
SERVICE TERMS AND PRICING


                  month basis, and all rates and charges are subject to change
                  by AT&T upon thirty days' notice.

         B.       PORT RAMP-DOWN PERIOD. The Port Ramp-Down Period begins on the
                  first day after the end of the Ordering Period, and ends on
                  the last day of the Service Period for the last remaining MIS
                  Port. CUSTOMER may not submit new service orders under this
                  Attachment during the Port Ramp-Down Period. During the Port
                  Ramp-Down Period, all rates and charges (other than rates and
                  charges applicable to MIS Ports with an unexpired Service
                  Period) are subject to change by AT&T upon thirty days'
                  notice.

         C.       Notwithstanding anything to the contrary contained in this
                  Attachment, within thirty (30) days following the Actual
                  Network Activation Date ("ANAD"); with respect to the first
                  CUSTOMER site, CUSTOMER will have a one time right to
                  terminate this Attachment without cause by giving AT&T at
                  least seven days' written notice of termination and providing
                  payment of all charges incurred by AT&T on behalf of CUSTOMER,
                  including but not limited to access facilities cancellation
                  charges. CUSTOMER will not owe the Termination Charges
                  specified in Section 7.

         D.       During the Term CUSTOMER may terminate this Attachment upon
                  thirty (30) days' written notice and payment of any applicable
                  Termination Charges specified in Section 7.

         E.       If AT&T delays the ANAD for any Service ordered for more than
                  30 days after the Scheduled Network Activation Date ("SNAD"),
                  and CUSTOMER is not the cause of the delay, then CUSTOMER will
                  have the right to terminate the relevant Service Order Form
                  without owing AT&T the Termination Charges specified in
                  Section 7 by giving AT&T notice within seven days after AT&T
                  has informed CUSTOMER of the delay.

         F.       AT&T may terminate this Attachment or any Sales Order
                  immediately upon written notice to CUSTOMER if CUSTOMER
                  violates any term of the Agreement or this Attachment or fails
                  to police violations of its Intermediate Resellers and End
                  Users. Upon such termination, CUSTOMER will be liable for all
                  charges incurred as of the date of termination and, if
                  applicable, any Termination Charges specified in Section 7.

4.       RATES AND CHARGES. The rates for the Service are set forth in Appendix
         A of this Attachment and are applicable for thirty-six months from the
         Effective Date ("Ordering Period"). Thereafter, the rates published in
         the AT&T MIS Service Guide, as amended from time to time, are
         applicable to any Services ordered under this Attachment, unless
         otherwise agreed in writing by both Parties. The billing cycle will
         begin on the later of: (1) the ANAD; or (2) one day after the SNAD as
         specified on the initial Sales Order Form.





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AT&T MANAGED INTERNET SERVICE                                        Page 3 of 8
SERVICE TERMS AND PRICING


5.       RESPONSIBILITIES OF THE PARTIES.

         A.       CUSTOMER is permitted to resell the Service provided that it
                  enters into written agreements to ensure that all of its
                  intermediate resellers ("Intermediate Resellers") and end
                  users ("End Users") comply with the terms and conditions of
                  this Attachment and the Agreement.

         B.       AT&T will not directly support, nor interface with, any
                  Intermediate Reseller or End User. CUSTOMER is responsible for
                  training its Intermediate Resellers and End Users and for
                  billing and collecting any amounts CUSTOMER elects to charge
                  its Intermediate Resellers and End Users in connection with
                  the Service.

         C.       CUSTOMER may, from time to time, request that AT&T submit to
                  InterNIC or another Domain Name Registry, on CUSTOMER's
                  behalf, a domain name registration application ("Application")
                  for a domain name selected by CUSTOMER ("Domain Name"). If
                  CUSTOMER requests and if AT&T elects, in its sole discretion,
                  to perform such service, the Application will name AT&T as the
                  Internet Service Provider that will host such domain names.
                  AT&T is not a Domain Name Registry. AT&T's charges for Domain
                  Name Registration Services ("DNRS Services") do not include
                  the Domain Name Registry's fees. CUSTOMER will be responsible
                  for, and will promptly pay, all DNRS Services charges and
                  Domain Name Registry's fees. AT&T will not become the owner of
                  a domain name as a result of its provision of DNRS Services to
                  CUSTOMER with respect to that domain name. CUSTOMER represents
                  and warrants that: (i) all statements on the Applications are
                  true and correct; and (ii) CUSTOMER has a legitimate business
                  purpose for registering each Domain Name, and such purpose
                  relates to CUSTOMER's purchase of the Service. AT&T may elect
                  to immediately terminate or suspend its hosting of, or
                  provision of, any DNRS Services with respect to a CUSTOMER
                  Domain Names in the event that, with respect to such Domain
                  Name: (i) an Application is rejected; (ii) the Domain Name
                  registration is revoked or placed on "hold" or assigned to a
                  third party; or (iii) AT&T receives or becomes aware of any
                  adverse information, including complaints, conflicting claims,
                  disputes, or court orders regarding the ownership rights to or
                  right to use the Domain Name.

         D.       CUSTOMER is responsible for the Content of the messages it
                  transmits, as well as any Content hosted by CUSTOMER or any
                  Intermediate Reseller or End User on behalf of third parties.
                  Customer acknowledges that it has read and agrees to be bound
                  by AT&T's Acceptable Use Policy ("AUP"). The AUP, as it may be
                  revised from time to time, is published at
                  http://www.ipservices.att.com/policy.html or at such other
                  address as AT&T may specify by notice to the CUSTOMER. Any
                  violation of the AUP constitutes a material breach of this
                  Attachment. For purposes of this Attachment, "Content" means
                  information made available, displayed, or transmitted in
                  connection with the Service (including, without limitation,
                  information made available by means





<PAGE>   85
AT&T MANAGED INTERNET SERVICE                                        Page 4 of 8
SERVICE TERMS AND PRICING


                  of an HTML "hot link", a third party posting, or similar
                  means) including all trademarks, service marks, and domain
                  names contained therein as well as the contents of any
                  bulletin boards or chat forums, and, all updates, upgrades,
                  modifications, and other versions of any of the foregoing.

         E.       CUSTOMER is solely responsible for providing any security
                  procedures and controls necessary to limit access to the
                  Service to CUSTOMER's authorized Intermediate Resellers and
                  End Users and any facilities and procedures external to the
                  Service for reconstruction of lost or altered files, data or
                  programs.

         F.       CUSTOMER is responsible for establishing (within fifteen (15)
                  calendar days from the Effective Date) designated Customer
                  Points of Contact ("CPOCs") to interface with the AT&T
                  Customer Care Solution Support center.

         G.       CUSTOMER understands that the Service (including Internet use)
                  may require registrations and related administrative reports
                  that are public in nature.

         H.       Except for IP addresses expressly registered in CUSTOMER's
                  name, all IP addresses will remain, at all times, the property
                  of AT&T and will be nontransferable. CUSTOMER will have no
                  right to use such IP addresses upon termination or expiration
                  of this Attachment. IP addresses are allocated by AT&T to
                  CUSTOMER per the Internet Registry (ARIN) guidelines following
                  RFC 2050.

         I.       If CUSTOMER or any of its Intermediate Resellers or End Users
                  has in place or adds, after the AT&T installation of the AT&T
                  Managed Firewall Service, any modem, modem pools, or remote
                  communications software packages resident on Personal
                  Computers, or any other circuits or equipment which could
                  create a potential point of entry, the CUSTOMER will be solely
                  responsible for security of its network.

6.       SUPPLEMENTAL TERMS AND CONDITIONS.

         A.       SOFTWARE LICENSE.

                  1.       AT&T grants CUSTOMER a personal, non-transferable,
                           and non-exclusive license (without the right to
                           sublicense) to use, in object code form, all software
                           and associated written and electronic documentation
                           and data furnished pursuant to this Attachment
                           (collectively, the "Software"), solely in connection
                           with the Service and solely in accordance with
                           applicable written and electronic documentation.
                           CUSTOMER will not reverse assemble, reverse compile,
                           or otherwise attempt to derive a source code version
                           of the Software. The Software will at all times
                           remain the sole and exclusive property of AT&T or its
                           suppliers. "Third-Party Software" means Software that
                           bears a copyright notice of a third party (other than
                           AT&T). "AT&T Software" means all





<PAGE>   86
AT&T MANAGED INTERNET SERVICE                                        Page 5 of 8
SERVICE TERMS AND PRICING


                           Software that bears the AT&T (or any of its
                           affiliates or subsidiaries) copyright notice.

                  2.       CUSTOMER will not copy or download Software, except
                           to the extent expressly provided in the applicable
                           documentation for the Service or in a writing signed
                           by AT&T. Any copy of the Software must contain the
                           same copyright notices and proprietary markings as
                           the original Software. CUSTOMER agrees to comply with
                           any additional restrictions that are provided with
                           any Third-Party Software.

                  3.       Software is Confidential Information. Notwithstanding
                           the two year period in Section 20 of the Agreement,
                           each item of Software will continue to be
                           Confidential Information until one of the exceptions
                           in the last sentence of Section 19 of the Agreement
                           applies to that item.

                  4.       CUSTOMER will ensure that its employees, Intermediate
                           Resellers, and End Users comply with the terms and
                           conditions of this Section.

                  5.       The term of the license granted hereunder will be
                           coterminous with the term of this Attachment.

                  6.       AT&T warrants that all AT&T Software will perform
                           substantially in accordance with its applicable
                           published specifications during a warranty period of
                           90 days beginning on the date of delivery of the AT&T
                           Software to CUSTOMER. If CUSTOMER returns to AT&T,
                           within the 90-day warranty period, any AT&T Software
                           that does not comply with this warranty, then AT&T,
                           at its option, will either repair or replace the
                           non-compliant portion of the AT&T Software or refund
                           the amount paid by CUSTOMER for such failed or
                           defective AT&T Software. This warranty will apply
                           only if the AT&T Software is used in accordance with
                           the terms of this Attachment and the Agreement and is
                           not altered, modified, or tampered with by CUSTOMER
                           or its Intermediate Resellers or End Users. This
                           Section states AT&T's entire liability, and
                           CUSTOMER's exclusive remedies against AT&T, for
                           defects or failures in the Software.

         B.       INFRINGEMENT INDEMNITY.


                  AT&T and its suppliers own all rights, title, and interest in
                  the Service. Nothing in this Attachment will create or vest in
                  CUSTOMER any right, title, or interest in the Service, other
                  than the right to use the Service under the terms and
                  conditions of this Attachment. With respect to the Service,
                  AT&T's indemnification obligation under Section 14 of the
                  Agreement covers any claim or suit against CUSTOMER alleging
                  that the Service infringes any United States patent,
                  trademark, copyright, or trade secret, except where the claim
                  or suit arises out of or results from any of the following
                  "Customer Acts": CUSTOMER's or its Intermediate Resellers' or
                  End Users' Content, modification to the Service,




<PAGE>   87
AT&T MANAGED INTERNET SERVICE                                        Page 6 of 8
SERVICE TERMS AND PRICING


                  combination of the Service with services or products provided
                  by CUSTOMER or others; AT&T's adherence to CUSTOMER's written
                  instructions or specifications; or use of the Service in
                  violation of this Attachment or the Agreement. CUSTOMER agrees
                  to indemnify AT&T under Section 14 of the Agreement for all
                  claims or suits against AT&T arising from as defined in the
                  preceding sentence and will immediately cease any Customer
                  Acts which give rise to the alleged infringement. In the event
                  of a claim of infringement for which AT&T is the indemnifying
                  party, AT&T may at its option either procure the right to
                  continue using, or replace or modify, the alleged infringing
                  Service so that the Service becomes noninfringing and
                  substantially compliant with the requirements in this
                  Attachment. Upon inability to reasonably perform either of the
                  foregoing options, AT&T may terminate this Attachment, without
                  any liability other than as stated herein. This Section states
                  AT&T's entire liability, and CUSTOMER's exclusive remedies
                  against AT&T, for infringement.

         C.       NO FURTHER WARRANTIES.

                  1.       NOTWITHSTANDING ANYTHING CONTAINED IN THIS ATTACHMENT
                           TO THE CONTRARY, THE DNRS SERVICES ARE PROVIDED ON AN
                           "AS IS" BASIS. AT&T WILL NOT BE LIABLE IN ANY WAY
                           WHATSOEVER FOR ANY DIRECT OR INDIRECT LOSS, COST OR
                           DAMAGE CUSTOMER MAY INCUR IN CONNECTION WITH SUCH
                           SERVICE OR AT&T'S PROVIDING OR FAILING TO PROVIDE
                           SUCH SERVICE TO CUSTOMER. WITHOUT LIMITING THE
                           FOREGOING, AT&T DOES NOT MAKE ANY WARRANTIES
                           REGARDING THE SUCCESSFUL REGISTRATION OF ANY DOMAIN
                           NAME, THE TIME OF SUBMISSION OF THE APPLICATION OR
                           CUSTOMER'S RIGHT TO CONTINUED USE OF A DOMAIN NAME
                           AFTER REGISTRATION. AT&T IS NOT REQUIRED TO
                           PARTICIPATE IN ANY DISPUTES RELATING TO THE
                           APPLICATION OR THE REGISTRATION OF ANY DOMAIN NAME.

                  2.       PRODUCTS OR SERVICES SOLD OR PROVIDED UNDER ANOTHER
                           CONTRACT OR TARIFF ARE GOVERNED SOLELY BY THE TERMS
                           OF THAT CONTRACT OR TARIFF, INCLUDING ANY WARRANTIES,
                           GUARANTIES, OR OTHER OBLIGATIONS OF AT&T UNDER THAT
                           CONTRACT OR TARIFF.

                  3.       AT&T WILL NOT BE RESPONSIBLE FOR: (i) SERVICE
                           IMPAIRMENTS CAUSED BY ACTS WITHIN THE CONTROL OF
                           CUSTOMER, ITS AGENTS, SUBCONTRACTORS, SUPPLIERS,
                           LICENSEES, INTERMEDIATE RESELLERS, OR END USERS; (ii)
                           INTEROPERABILITY OF SPECIFIC CUSTOMER APPLICATIONS;
                           (iii) INABILITY OF CUSTOMER OR ANY INTERMEDIATE




<PAGE>   88
AT&T MANAGED INTERNET SERVICE                                        Page 7 of 8
SERVICE TERMS AND PRICING


                           RESELLER OR END USER TO ACCESS OR INTERACT WITH ANY
                           OTHER SERVICE PROVIDERS, NETWORKS, INTERMEDIATE
                           RESELLERS, END USERS OR INFORMATIONAL OR COMPUTING
                           RESOURCES THROUGH THE INTERNET; (iv) THE CONTENT OF
                           ANY NEWS GROUPS OR OTHER SITES OR SERVICES THAT MAY
                           BE ACCESSED THROUGH THE INTERNET, OR INTERACTIONS
                           WITH THIRD PARTIES THROUGH THE INTERNET; (v) SERVICES
                           OR EQUIPMENT PROVIDED BY THIRD PARTIES; OR (vi)
                           PERFORMANCE IMPAIRMENTS CAUSED ELSEWHERE ON THE
                           INTERNET. AT&T WILL NOT BE LIABLE FOR UNAUTHORIZED
                           ACCESS BY THIRD PARTIES TO CUSTOMER'S OR ITS
                           INTERMEDIATE RESELLERS', END USERS' OR THIRD PARTIES'
                           TRANSMISSION FACILITIES OR PREMISES EQUIPMENT OR FOR
                           UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR
                           DESTRUCTION OF CUSTOMER'S OR ITS INTERMEDIATE
                           RESELLERS', END USERS' OR THIRD PARTIES' NETWORK,
                           SYSTEMS, CONTENT, APPLICATIONS, DATA FILES, PROGRAMS,
                           PROCEDURES OR INFORMATION THROUGH ACCIDENT,
                           FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD.

                  4.       EQUIPMENT PROVIDED TO CUSTOMER IN CONJUNCTION WITH
                           THE SERVICE IS PROVIDED BY AT&T "AS IS," WITH NO
                           EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF
                           ANY KIND (SUCH AS MERCHANTABILITY OR FITNESS FOR A
                           PARTICULAR PURPOSE). AT&T'S SOLE OBLIGATION WITH
                           RESPECT TO SUCH EQUIPMENT WILL BE AS STATED HEREIN.

                  5.       CUSTOMER's obligation to indemnify AT&T under Section
                           14 of the Agreement extends to claims arising on
                           account of or in connection with the Content of any
                           message sent by CUSTOMER, any Intermediate Reseller,
                           and/or any End User.

                  6.       If CUSTOMER is in the Commonwealth of Puerto Rico or
                           the United States Virgin Islands, AT&T will
                           immediately assign this Attachment to AT&T Global
                           Communications Services, Inc. and CUSTOMER consents
                           to that assignment.

                  7.       CUSTOMER authorizes AT&T to: (i) monitor CUSTOMER's
                           use of the Service and calls or transmissions to AT&T
                           concerning the Service in order to detect fraud,
                           check quality, and operate, maintain, and repair the
                           Service; and (ii) disclose such information to the
                           extent AT&T deems it is legally required.





<PAGE>   89
AT&T MANAGED INTERNET SERVICE                                        Page 8 of 8
SERVICE TERMS AND PRICING


7.       TERMINATION CHARGES.

         The "Termination Charge" consists of: (1) 100% of the scheduled
         payments (if any) for each of the months remaining through month 12 of
         the Service Period as defined in Appendix A; (2) 50% of the scheduled
         payments, if any, for each of the months remaining in the Service
         Period through month 24; (3) all discounts, if any, received by
         CUSTOMER; and (4) any access facilities cancellation charges or other
         charges incurred by AT&T as a result of such termination.

================================================================================
                                End of Attachment