<PAGE>   1
                                                                   EXHIBIT 10.31

[LEVEL (3) LOGO]


                              TERMS AND CONDITIONS

                             FOR DELIVERY OF SERVICE


These Terms and Conditions for Delivery of Service (the "Terms and Conditions")
shall be applicable to Customer Orders executed by Customer for Services
delivered by Level 3 Communications, LLC ("Level 3"), and shall be incorporated
into each Customer Order. These Terms and Conditions are applicable to sales of
Services originating or terminating in the United States.

DEFINITIONS

CONFIDENTIAL INFORMATION: Licensed Software, and all source code, source
documentation, inventions, know-how, and ideas, updates and any documentation
and information related to the Licensed Software, and any non-public information
regarding the business of a party provided to either party by the other party
where such information is marked or otherwise communicated as being
"proprietary" or "confidential" or the like, or where such information is, by
its nature, confidential.

CUSTOMER: The person, firm or corporation so named on the Customer Order.

CUSTOMER ORDER: A request for Level 3 Service submitted by the Customer in the
format devised by Level 3 and accepted by Level 3.

FIRM ORDER COMMITMENT: A written communication from Level 3 to Customer within
which Level 3 commits to deliver some or all of the Services requested in a
Customer Order.

LICENSED SOFTWARE: Computer software, in object code format only, the use of
which is required for use of Service ordered by Customer hereunder.

PREMISES: The location(s) occupied by Customer or its end users specified in the
Customer Order to (or from) which Service will be delivered.

REVENUE COMMITMENT: A commitment which, if made by Customer in a Customer Order
or in any other form specified and accepted by Level 3, obligates Customer to
order and pay for a minimum volume of Services during an agreed term.

SERVICE: Any communications (or related) service offered by Level 3 pursuant to
a Customer Order.

SECTION 1. CUSTOMER ORDERS

1.1 SUBMISSION OF CUSTOMER ORDERS. Customer may submit to Level 3 Customer Order
forms requesting the provision of Service. Each Customer Order form shall be
submitted on a form designated by Level 3. Level 3 shall confirm the accuracy of
information on the Customer Order form and the availability of the Services
requested. Level 3's delivery of a Firm Order Commitment respecting such
Services shall constitute Level 3's acceptance of the Customer Order for such
Services. The Customer Order form and attachments shall set forth the Service,
the locations for delivery of same, the prices to be charged for same and any
applicable term and/or Revenue Commitment.

1.2 UNDERTAKING OF LEVEL 3. If Level 3 issues a Firm Order Commitment respecting
Services, Level 3 will furnish such Services in accordance with these Terms and
Conditions and any Customer Orders executed by Customer. All title to equipment
or materials used to deliver the Services (except as otherwise expressly agreed)
shall be and remain with Level 3.

SECTION 2. BILLING AND PAYMENT

2.1 PAYMENT AND RENDERING OF BILLS. Level 3 shall bill all charges incurred by
and credits due to Customer on a monthly basis (unless otherwise agreed in
writing by Level 3 and Customer). Level 3 shall bill in advance charges for all
Services to be provided during the ensuing month except for charges which are
dependent upon usage of Service (which charges shall be billed in arrears).
Adjustments for the quantities of Service established or discontinued in any
billing period will be prorated to the number of days based on a 30-day month.
Level 3 will, upon request and if available, furnish such detailed information
as may reasonably be required for verification of the bill.

2.2 PAYMENT OF BILLS. All bills are due upon receipt thereof by Customer, and
become past due thirty (30) days thereafter. The unpaid balance of any past due
bills shall bear interest at a rate of 1.5% per month (prorated on a daily
basis), or the highest rate allowed by law, whichever is less. Interest will be
applied for the number of days from the date the bill became past due to and
including the date that payment is received by Level 3.

2.3 TAXES AND FEES. Except for taxes based on Level 3's net income and except
with respect to ad valorem personal and real property taxes imposed on Level 3's
property, Customer shall be responsible for payment of all sales, use, gross
receipts, excise, access, bypass, franchise or other local, state and federal
taxes, fees, charges, or surcharges, however designated, imposed on or based
upon the provision, sale or use of the Services delivered by Level 3 (including,
but not limited to, taxes and fees lawfully assessed by nations outside of the
United States). Any taxes shall be separately stated on Customer's bill. Any
state or local tax, fee, charge, or surcharge shall be payable only for Services
that are subject to such imposition.



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<PAGE>   2

2.4 REGULATORY AND LEGAL CHANGES. In the event of any change in applicable law
or regulation that materially increases the cost of delivery of Service, Level 3
and Customer shall negotiate regarding the rates charged to Customer to reflect
such increase in cost and, in the event that the parties are unable to reach
agreement respecting new rates within thirty (30) days after Level 3's delivery
of written notice requesting renegotiation, then (a) Level 3 may pass such
increased costs through to Customer, and (b) Customer may terminate the affected
Customer Order upon no less than sixty (60) days' prior written notice without
payment of any applicable termination charge

2.5 DISPUTED BILLS. In the event that Customer disputes any portion of the
charges contained in a bill, Customer must pay the undisputed portion of the
invoice in full and submit a documented claim for the disputed amount. All
claims must be submitted to Level 3 within sixty (60) days of receipt of billing
for those Services. If Customer does not submit a claim within such period and
in the manner stated above, Customer waives all rights to dispute such charges.

2.6 CREDIT APPROVAL AND DEPOSITS. Customer shall provide Level 3 with credit
information as requested in advance of the commencement of delivery of Service
under any Customer Order. Delivery of Service is subject to credit approval.
Level 3 may require any Customer to make a deposit as a condition to Level 3's
acceptance of any Customer Order submitted by Customer, or as a condition to
Level 3's continuation of Service under any Customer Order (but only when
Customer's consumption of Service materially exceeds Customer's anticipated use
or when, in Level 3's reasonable discretion, such deposit is required in order
to secure Customer's continued payment obligation), which deposit shall be held
by Level 3 as security for payment of charges. A deposit may not exceed the
actual or estimated rates and charges for the Service for a two (2) month
period. At such time as the provision of Service to Customer is terminated, the
amount of the deposit will be credited to Customer's account and any credit
balance which may remain will be refunded.

2.7 FRAUDULENT USE OF SERVICES. Customer shall be solely responsible for all
charges incurred respecting the Services, even if such charges were incurred
through or as a result of fraudulent or unauthorized use of the Services, unless
Level 3 has actual knowledge of such fraudulent or unauthorized use and fails to
inform Customer thereof or otherwise limit or preclude such use. Nothing in this
Section 2.7, however, shall be construed to obligate Level 3 to detect or report
unauthorized or fraudulent use of Services.

SECTION 3. CANCELLATION OF CUSTOMER ORDERS

3.1 CANCELLATION OF CUSTOMER ORDER BY LEVEL 3.

A. For nonpayment: Level 3 may, upon fourteen (14) days' written notice,
discontinue Service without incurring any liability when there is an unpaid
balance for Service that is past due.

B. For any violation of law or of any of the provisions governing the furnishing
of Service: Any Customer Order shall be subject to cancellation, without notice,
for any violation of any law, rule, regulation or policy of any government
authority having jurisdiction over Service or by reason of any order or decision
of a court or other government authority having jurisdiction which prohibits
Level 3 from furnishing such Service.

C. For other causes: Any Customer Order shall be subject to cancellation, upon
fourteen (14) days' prior written notice, in the event of a breach of a Customer
Order, fraudulent use of the Service, or fraud or misrepresentation in any
submission of information required in a Customer Order or any other information
submitted to Level 3.

D. For any Customer filing of bankruptcy or reorganization or failing to
discharge an involuntary petition therefor within sixty (60) days after filing:
Level 3 may immediately discontinue or suspend delivery of Service without
incurring any liability.

E. For consumption of Services that materially exceeds Customer's credit limit:
Level 3 may, upon fourteen (14) days prior written notice and provided Customer
has not provided additional security for payment which is sufficient in Level
3's reasonable discretion, discontinue or suspend delivery of Service without
incurring any liability.

3.2 EFFECT OF CANCELLATION. Upon Level 3's discontinuance of Service to Customer
under any of the foregoing subparagraphs, Level 3 may, in addition to all other
remedies that may be available to Level 3 at law or in equity or under any other
provision of a Customer Order, assess and collect from Customer any termination
charge set forth herein (to the extent applicable).

3.3 RESUMPTION OF SERVICE. If Service has been discontinued by Level 3, and
Customer requests that Service be restored, Level 3 shall have the sole and
absolute discretion to restore such Service only after satisfaction of such
conditions as Level 3 determines to be required for its protection. Nonrecurring
charges apply to restoration of Service.

SECTION 4.  DELIVERY OF SERVICES

4.1 LEVEL 3 ACCESS TO PREMISES. Customer shall allow Level 3 continuous and
reasonable access to the Premises to the extent reasonably determined by Level 3
to be appropriate to the installation, inspection and maintenance of equipment,
facilities and systems relating to the Service. Level 3 shall notify Customer
two (2) business days in advance of any regularly scheduled maintenance that
will require access to the Premises.

4.2 LEVEL 3 FACILITIES. Level 3 will use reasonable efforts to maintain the
facilities and equipment required to deliver Service. Customers shall not and
shall not permit others to rearrange, disconnect, remove, attempt to repair, or
otherwise tamper with any of the facilities or equipment installed by Level 3,
except upon the written consent of Level 3. Equipment provided or installed at
the Premises by Level 3 for use in connection with the Service shall not be used
for any purpose other than that for which Level 3 provided it. In the



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<PAGE>   3

event that Customer or a third party attempts to operate or maintain any Level
3-owned equipment without first obtaining Level 3's written approval, in
addition to any other remedies of Level 3 for a breach by Customer of Customer's
obligations hereunder, Customer shall pay Level 3 for any damage to Level
3-owned equipment caused thereby. Customer shall be responsible for the payment
of service charges in the event that maintenance or inspection of the equipment
is required as a result of Customer's breach of this Section. Level 3 shall, in
the event that such expenses are incurred, deliver to Customer a written invoice
therefor. In no event shall Level 3 be liable to Customer or any other person
for interruption of Service or for any other loss, cost or damage caused or
related to improper use or maintenance of Level 3-owned equipment.

4.3 TITLE AND POWER. Title to all facilities (except as otherwise agreed),
including terminal equipment, shall remain with Level 3. The electric power
consumed by such equipment on the Premises shall be provided by and maintained
at the expense of Customer.

4.4 CUSTOMER-PROVIDED EQUIPMENT. Level 3 shall not be responsible for the
operation or maintenance of any Customer-provided communications equipment.
Level 3 may install certain Customer provided communications equipment upon
installation of Service; unless otherwise agreed by Level 3 in writing, Level 3
shall not thereafter be responsible for the operation or maintenance of such
equipment. Level 3 shall not be responsible for the transmission or reception of
signals by Customer-provided equipment or for the quality of, or defects in,
such transmission.

4.5 REMOVAL OF EQUIPMENT. Customer agrees to allow Level 3 to remove all Level
3-owned equipment from the Premises: A. after termination, interruption or
suspension of the Service in connection with which the equipment was used; and
B. for repair, replacement or otherwise as Level 3 may determine is necessary or
desirable. At the time of such removal, such equipment shall be in the same
condition as when delivered to Customer or installed in the Premises, normal
wear and tear only excepted. Customer shall reimburse Level 3 for the
depreciated cost of any equipment which is not in such condition.

4.6 SERVICE SUBJECT TO AVAILABILITY. The furnishing of Service under these Terms
and Conditions is subject to the availability on a continuing basis of all the
necessary facilities and is limited to the capacity of Level 3's facilities, as
well as facilities Level 3 may obtain from other carriers to furnish Service
from time to time as required at the sole discretion of Level 3. Nothing in
these Terms and Conditions shall be construed to obligate Customer to submit, or
Level 3 to accept, Customer Orders.

4.7 NO LIABILITY FOR FAILURE TO TRANSMIT MESSAGES. Level 3 does not undertake to
transmit messages, but offers the use of its Service when available, and, as
more fully set forth elsewhere in these Terms and Conditions and any applicable
Customer Orders, shall not be liable for errors in transmission or for failure
to establish connections.

4.8 SERVICE LEVEL AGREEMENTS. All warranties respecting the Service, and the
remedies applicable to a failure of Level 3 to meet such warranties, shall be
set forth in Service Level Agreements applicable to the particular Service,
which Service Level Agreements (when and if issued by Level 3) shall be deemed
attached hereto and by this reference incorporated herein.

SECTION 5.  OBLIGATIONS AND LIABILITY LIMITATION

5.1 OBLIGATIONS OF THE CUSTOMER. Customer shall be responsible for:

A. The payment of all charges applicable to the Service (including charges
incurred as a result of fraud or unauthorized use of the Service).

B. Damage or loss of Level 3's facilities or equipment installed on the Premises
(unless caused by the negligence or willful misconduct of the employees or
agents of Level 3);

C. Providing the level of power, heating and air conditioning necessary to
maintain the proper environment on the Premises for the provision of Service;

D. Providing a safe place to work and complying with all laws and regulations
regarding the working conditions on the Premises;

E. Granting Level 3 or its employees access to the Premise for the purpose of
maintaining Level 3's facilities in accordance herewith;

F. Keeping Level 3's equipment and facilities located on Premises free and clear
of any liens or encumbrances.

5.2 LIABILITY. The liability of Level 3 for damages arising out of the
furnishing of Service, including but not limited to mistakes, omissions,
interruptions, delays, tortious conduct or errors, or other defects,
representations, use of Service or arising out of the failure to furnish
Service, whether caused by acts of commission or omission, shall be limited to
the extension of credit allowances due under any Service Level Agreement. The
extension of such credit allowances or refunds shall be the sole remedy of
Customer and the sole liability of Level 3. Neither party shall be liable for
any indirect, incidental, special, consequential, exemplary or punitive damages
(including but not limited to damages for lost profits or lost revenues),
whether or not caused by the acts or omissions or negligence of its employees or
agents, and regardless of whether such party has been informed of the
possibility or likelihood of such damages.

5.3 DISCLAIMER OF WARRANTIES. LEVEL 3 MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
USE, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN OR IN ANY APPLICABLE SERVICE LEVEL
AGREEMENT.



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<PAGE>   4

SECTION 6.  SOFTWARE TERMS

6.1 LICENSE. If and to the extent that Customer requires the use of Licensed
Software in order to use the Service supplied under any Customer Order, then
Customer shall have a nonexclusive, nontransferable license to use such Licensed
Software only and solely to the extent required to permit delivery of the
Service. Customer shall in no event be entitled to claim title to or any
ownership interest in any Licensed Software (or any derivations or improvements
thereto), and Customer shall execute any documentation reasonably required by
Level 3 to memorialize Level 3's existing and continued ownership of Licensed
Software.

6.2 RESTRICTIONS. Customer agrees that it shall not:

A. copy the Licensed Software except as allowed and permitted by the express
written consent of Level 3;

B. reverse engineer, decompile or disassemble the Licensed Software;

C. sell, lease, license or sublicense the Licensed Software; or

D. create, write or develop any derivative software or any other software
program based on the Licensed Software or any Confidential Information of Level
3.

SECTION 7.  CONFIDENTIAL INFORMATION

7.1 DISCLOSURE AND USE. The Confidential Information disclosed by either party
constitutes the confidential and proprietary information of the disclosing party
and the receiving party shall retain same in strict confidence and not disclose
to any third party (except as authorized by these Terms and Conditions) without
the disclosing party's express written consent. Each party agrees to treat all
Confidential Information of the other in the same manner as it treats its own
proprietary information, but in no case will the degree of care be less than
reasonable care.

7.2  RESTRICTED USE.  Each party agrees:

A. to use Confidential Information only for the purposes of performance of any
Customer Order or as otherwise expressly permitted by these Terms and
Conditions;

B. not to make copies of Confidential Information or any part thereof except for
purposes consistent with these Terms and Conditions; and

C. to reproduce and maintain on any copies of any Confidential Information such
proprietary legends or notices (whether of disclosing party or a third party) as
are contained in or on the original or as the disclosing party may otherwise
reasonably request.

7.3 EXCEPTIONS. Notwithstanding the foregoing, each party's confidentiality
obligations hereunder shall not apply to information which:

A. is already known to the receiving party;

B. becomes publicly available without fault of the receiving party;

C. is rightfully obtained by the receiving party from a third party without
restriction as to disclosure, or is approved for release by written
authorization of the disclosing party;

D. is developed independently by the receiving party without use of the
disclosing party's Confidential Information;

E. is required to be disclosed by law.

7.4 PUBLICITY. This agreement shall not be construed as granting to either party
any right to use any of the other party's or its affiliates' trademarks, service
marks or trade names or otherwise refer to the other party in any marketing,
promotional or advertising materials or activities. Without limiting the
generality of the forgoing, neither party shall issue any publication or press
release relating to, or otherwise disclose the existence of, any contractual
relationship between Level 3 and Customer, except as may be required by law.

7.5 REMEDIES. Notwithstanding any other section of these Terms and Conditions,
the non-breaching party shall be entitled to seek equitable relief to protect
its interests, including but not limited to preliminary and permanent injunctive
relief. Nothing stated herein shall be construed to limit any other remedies
available to the parties.

7.6 SURVIVAL. The obligations of confidentiality and limitation of use shall
survive the termination of any applicable Customer Order.

SECTION 8.  GENERAL TERMS

8.1 FORCE MAJEURE. Except with respect to payment obligations, neither party
shall be liable, nor shall any credit allowance or other remedy be extended, for
any failure of performance or equipment due to causes beyond such party's
reasonable control, including but not limited to: acts of God, fire, flood or
other catastrophes; any law, order, regulation, direction, action, or request of
any governmental entity or agency, or any civil or military authority; national
emergencies, insurrections, riots, wars; unavailability of rights-of-way or
materials; or strikes, lock-outs, work stoppages, or other labor difficulties.
In the event Level 3, for reasons set forth in this paragraph 8.1, is unable to
deliver Service pursuant to any Customer Order for 90 consecutive days, then
Customer may terminate the affected Customer Order without termination
liability.

8.2 ASSIGNMENT OR TRANSFER. Customer may not transfer or assign the use of
Service without the express prior written consent of Level 3, and then only when
such transfer or assignment can be accomplished without interruption of the use
or location of Service. These Terms and Conditions shall apply to all such
permitted transferees or assignees. Customer shall, unless otherwise expressly
agreed by Level 3 in writing, remain liable for the payment of all charges due
under each Customer Order.

8.3 NOTICES. Any notice Level 3 may give to Customer or Customer shall give to
Level 3 shall be deemed properly given when delivered, if delivered in person,
or when sent via facsimile, overnight courier, electronic mail or when deposited
with the U.S. Postal Service, (a) with respect to Customer, the



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<PAGE>   5

address listed on each Customer Order, or (b) with respect to Level 3, to:
Contracts Administration, Level 3 Communications, LLC, 1450 Infinite Drive,
Louisville, CO 80027. Customer shall notify Level 3 of any changes to its
addresses listed on any Customer Order.

8.4 INDEMNIFICATION BY CUSTOMER. Customer shall indemnify, defend and hold Level
3 harmless from claims, loss, damage, expense (including attorney's fees and
court costs), or liability (including liability for patent infringement) arising
from (1) any claims made against Level 3 by any end user in connection with the
delivery or consumption of Service, (2) use of facilities furnished by Level 3
in a manner inconsistent with the terms hereof or in a manner that Level 3 did
not contemplate and over which Level 3 exercises no control and (3) all other
claims, loss, damage, expense (including attorneys fees and court costs), or
liability arising out of any commission or omission by Customer in connection
with the Service.

8.5 INDEMNIFICATION BY LEVEL 3. Level 3 shall indemnify, defend and hold
Customer harmless from claims, loss, damage, expense (including attorney's fees
and court costs), or liability (including liability for patent infringement)
arising from all claims, loss, damage, expense (including attorneys fees and
court costs), or liability for property damage or personal injury to the extent
that such claims arise out of or are caused by Level 3's negligence or willful
misconduct.

8.6 APPLICATION OF TARIFFS. Level 3 may elect or be required by law to file with
the appropriate regulatory agency tariffs respecting the delivery of certain
Service. In the event and to the extent that such tariffs have been or are filed
respecting Service ordered by Customer, then (to the extent such provisions are
not inconsistent with the terms of a Customer Order) the terms set forth in the
applicable tariff shall govern Level 3's delivery of, and Customer's consumption
or use of, such Service.

8.7 CONTENTS OF COMMUNICATIONS Level 3 shall have no liability or responsibility
for the content of any communications transmitted via the Service by Customer or
any other party, and Customer shall hold Level 3 harmless from any and all
claims (including claims by governmental entities seeking to impose penal
sanctions) related to such content.

8.8 ENTIRE UNDERSTANDING These Terms and Conditions, including any Customer
Orders executed hereunder (and any tariff applicable to the delivery of
Service), constitutes the entire understanding of the parties related to the
subject matter hereof. In the event of a conflict between these Terms and
Conditions and any Customer Order executed hereunder, the Customer Order shall
control. These Terms and Conditions shall be governed and construed in
accordance with the laws of the state of Colorado.

8.9 NO WAIVER. No failure by either party to enforce any rights hereunder shall
constitute a waiver of such right.



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<PAGE>   6
                              TERMS AND CONDITIONS

                              PRIVATE LINE SERVICE

The following Terms and Conditions shall be applicable to metropolitan (local),
city to city (within the United States) and international (from the United
States to another country) private line, non-switchable circuits (the "Private
Line Services") ordered by Customer under any Customer Order.

1. Any state or federal tariffs applicable to the Private Line Services to be
delivered under any Customer Order are incorporated into the terms thereof.

2. The nonrecurring charges and monthly recurring rates for the Private Line
Services provided by Level 3 to Customer shall be set forth in each Customer
Order.

3. Customer hereby agrees to pay for the Private Line Services for the period of
time specified in each Customer Order, which period shall commence with the
initiation of delivery of such Services. The rates and other charges set forth
in each Customer Order are established in reliance on the term commitment made
therein. In the event that Customer terminates Services ordered in any Customer
Order or in the event that the delivery of Services terminated due to a failure
of Customer to satisfy the requirements set forth herein or in the Terms and
Conditions prior to the end of the agreed term, Customer shall (unless Customer
has made a Revenue Commitment) pay a termination charge equal to the termination
or other charges paid or to be paid by Level 3 for services purchased from other
sources used to deliver the Private Line Services to Customer, plus the
percentage of the monthly recurring charges for the terminated Private Line
Services calculated as follows:


A.  100% of the monthly recurring charge that would have been incurred for the
Private Line Service for months 1-12 of the agreed term; plus

B.  75% of the monthly recurring charge that would have been incurred for the
Private Line Service for months 13-24 of the agreed term; plus

C.  50% of the monthly recurring charge that would have been incurred for the
Private Line Service for months 25 through the end of the agreed term.

Customer may, in the event that a Revenue Commitment is made and is then being
satisfied by Customer, terminate, rearrange or reconfigure the Private Line
Services ordered under a Customer Order without payment of the termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible
for payment of Level 3's then-current standard nonrecurring charges for such
termination, rearrangement or reconfiguration.



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<PAGE>   7
                     Standard Service Level Agreement (SLA)

                    INTERNATIONAL / US NATIONAL PRIVATE LINE

International/National Private Line service will be backed by a Standard Service
Level Agreement that has two components: a Service Delivery SLA and a Network
Performance SLA.

NOTE: The total number of credits per month for both Service Delivery is limited
to four days.

SERVICE DELIVERY SLA

<TABLE>
<CAPTION>
==============================================================================================
US ON-NET CITY                        STANDARD SERVICE DELIVERY INTERVALS
(US NPLS AND IPL)
==============================================================================================
                            NX64K, DS1, E1*         DS3                   0C3/0C12
----------------------------------------------------------------------------------------------
                            US NPLS     IPL         US NPLS    IPL        US NPLS     IPL
----------------------------------------------------------------------------------------------
<S>                         <C>         <C>         <C>        <C>        <C>         <C>
  ON-NET                    20          20          30         30         40          30
                            working     working     working    working    working
                            days        days        days       days       days
----------------------------------------------------------------------------------------------
  OFF-NET BUILDING          30          60          45         60         60          ICB
  WITHIN SSA                working     working     working    working    working
  (either end)              days        days        days       days       days
----------------------------------------------------------------------------------------------
  OFF-NET BUILDING          30          60           45        60         70          ICB
  OUTSIDE SSA (WITHIN       working     working     working    working    working
  50 MILES)                 days        days        days       days       days
  (either end)
==============================================================================================
</TABLE>


<TABLE>
<CAPTION>
==============================================================================================
  US DOMESTIC SERVED                      STANDARD SERVICE DELIVERY INTERVALS
  OFF-NET CITY1
==============================================================================================
                                    DS1          DS3                0C3
----------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                <C>
  ONE SIDE OF THE           30 working days      45 working days    60 working days (70 days
  CIRCUIT IS SERVED BY                                              would apply if the
  AN OFF-NET CITY POP                                               customer location served
                                                                    by the gateway city is
                                                                    outside of the SSA)
==============================================================================================
</TABLE>

*Off-net building must have DS3 local service availability in order to support

**E1 delivery is available in NYC only and is dependant upon local availability
of E1 delivery

-     Single toll-free number to reach Level 3 Customer Service for all customer
      issues, including technical, billing, and product inquiries.

-     Mean Time to Respond - Within 30 minutes

-     2 hour calendar month Average Time To Repair (MTTR)

If Level 3 fails to meet any of the guarantees above, Level 3 will review all
reported failures at the end of the month, and calculate the applicable credits:

-    Any customer inquiry to the Level 3 Customer Service Center that results in
     a Time to Respond of >30 minutes will result in a one day service credit
     when the customer notifies Level 3 of the failure.

-    MTTR is calculated as a monthly average. All reported customer trouble
     tickets will be totaled over the month, then the average time to close each
     ticket will be calculated. If the MTTR is greater than 2 hours, the
     customer will receive a one day service credit.

-    Credits will only be applied to events where the Customer reports a failure
     to the Level 3 Customer Care organization. Customers must report any
     Service Delivery failures within five business days of the event



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<PAGE>   8
NETWORK PERFORMANCE SLA

-     99.99 % Service Availability

-     Target Bit Error Rate(1)

<TABLE>
<S>                                              <C>
       End-to-end link (Level 3 on-net)          < 1 x 10-11 at T1 Rate (equivalent rate for DS0 1x10-6)
       End-to-end link (Non-Level 3 access)      < 1 x 10-7 (Dependent on local supplier)
</TABLE>

-     Target Severely Errored Seconds(2)

<TABLE>
<S>                                                    <C>
       End-to-end link (Level 3 fiber access)          < 0.008%
       End-to-end link (Non-Level 3 access)            < 0.013% (Dependent on local supplier)
</TABLE>

      -     Availability refers to customer's access point to the Level 3
            Backbone Network, including their Level 3 provided local access
            circuit.

      -     Availability does not include regularly scheduled or emergency
            maintenance events, or customer caused outages or disruptions.

      -     Customers may report service unavailability events of longer than 15
            consecutive minutes to Level 3 customer service within 48 hours of
            the event. If the event is confirmed by Level 3 customer service,
            the customer will receive a pro-rated service credit that equals the
            time of the unavailability.

NOTES:

-     All measurements are based on monthly averages.

-     These guarantees only apply to the Level 3 Network (including the Local
      Access to the customer). They do not apply to off-net city circuits which
      do not transit the Level 3 Backbone Network (or the portion the circuit
      which does not transit the Level 3 Backbone)

-     This SLA does not apply to periods of regularly scheduled or emergency
      maintenance that Level 3 performs on its network or associated hardware
      and software.

-     Credits will only be applied to events where the Customer reports a
      network performance failure to the Level 3 Customer Care organization.

-     Customers must report any Network Performance failures (unavailability or
      delay) within 48 hours (two business days) of the service affecting event
      in order to receive a credit. Customers must report any Service Delivery
      failures within five business days of the event.

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

1     Bit Error Rate Figure excludes periods of more than 10 seconds having
      error rates equal to, or worse than 1x10-3

2     Severely Errored Seconds have bit error rates, to, or worse than 1x10-3

                              TERMS AND CONDITIONS

                                  Page 8 of 17
<PAGE>   9

                              TELEPHONY COLOCATION

The following Terms and Conditions shall be applicable to Customer's use of
space within Level 3 facilities used for the purpose of colocating
telecommunications equipment (the "Space") ordered by Customer under any
Customer Order.

1. Upon execution and performance of Customer's obligations under a Customer
Order for use of Space, Customer shall be granted the right to occupy the Space
identified therein. Customer may submit multiple Customer Orders requesting use
of different Space, each of which shall be governed by the terms hereof.

2. Customer shall be permitted to use the Space only for placement and
maintenance of communications equipment which shall be interconnected to the
network services offered by Level 3. Customer may use the Space to cross connect
to the facilities of other communications carriers if and only if Level 3 cannot
or will not provide such services to Customer on commercially reasonable terms.
The nonrecurring and monthly recurring charges for the Space and any Services
ordered by Customer shall be set forth in each Customer Order.

3. During the term for use of the Space set forth in each Customer Order,
Customer shall commit to use, order and pay for Level 3 network communications
services (not including monthly recurring fees charged for the use of the Space)
with monthly recurring charges of at least $2,000.00 for each cabinet of Space
ordered by Customer. Customer shall achieve the minimum service level no later
than six (6) months after submission and acceptance of each Customer Order.
Level 3 may terminate use of the Space in the event that Customer does not
satisfy this minimum service commitment.

4. Level 3 shall perform such janitorial services, environmental systems
maintenance, power plant maintenance and other actions as are reasonably
required to maintain the facility in which the Space is located in good
condition which is suitable for the placement of communications equipment.
Customer shall maintain the Space in orderly and safe condition, and shall
return the Space to Level 3 at the conclusion of the term set forth in the
Customer Order in the same condition (reasonable wear and tear excepted) as when
such Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED HEREIN OR IN
ANY CUSTOMER ORDER, THE SPACE SHALL BE DELIVERED AND ACCEPTED "AS IS" BY
CUSTOMER, AND NO REPRESENTATION HAS BEEN MADE BY LEVEL 3 AS TO THE FITNESS OF
THE SPACE FOR CUSTOMER'S INTENDED PURPOSE.

5. The term of use of the Space shall begin on the later to occur of the date
requested by Customer or the date that Level 3 completes the build-out of the
Space. Customer's use of the Space beyond the initial term shall be on a
month-to-month basis, unless Customer and Level 3 have agreed in writing to a
renewal of the right to use such Space.

6. Level 3 shall use reasonable efforts to complete the build-out and make the
Space available to Customer on or before the date requested by Customer. In the
event that Level 3 fails to complete the build-out within sixty (60) days of the
date requested by Customer, then Customer may terminate its rights to use such
Space and receive a refund of any fees paid for the use or build-out of such
Space.

7. Customer shall abide by any posted or otherwise communicated rules relating
to use of, access to, or security measures respecting the Space. In the event
that unauthorized parties gain access to the Space through access cards, keys or
other access devices provided to Customer, Customer shall be responsible for any
damages incurred as a result thereof. Customer shall be responsible for the cost
of replacing any security devices lost or stolen after delivery thereof to
Customer. In addition, Level 3 shall have the right to terminate Customer's use
of the Space in the event that: (a) Level 3's rights to use the facility within
which the Space is located terminates or expires for any reason; (b) Customer
has violated the terms hereof or any Customer Order submitted hereunder; (c)
Customer makes any material alterations to the Space without first obtaining the
written consent of Level 3; (d) Customer allows personnel or contractors to
enter the Space who have not been approved by Level 3 in advance; or (e)
Customer violates any posted or otherwise communicated rules relating to use of
or access to the Space. Level 3 shall use reasonable efforts to notify Customer
of any events that may result in termination of the use of the Space.

8. Customer shall pay all monthly recurring fees, cross-connect fees, power
charges and nonrecurring fees specified in each Customer Order for the agreed
term thereof. In the event that Customer terminates a Customer Order for Space
or in the event that the Customer Order is terminated due to a failure of
Customer to satisfy the requirements set forth herein or in the Customer Order
prior to the end of the agreed term, Customer shall pay a termination charge
equal to the costs incurred by Level 3 in returning the Space to a condition
suitable for use by other parties, plus the percentage of the monthly recurring
fees for the terminated Space calculated as follows:


A.    100% of the monthly recurring fees that would have been charged for the
Space for months 1-12 of the agreed term; plus



B.    75% of the monthly recurring fees that would have been charged for the
Space for months 13-24 of the agreed term; plus



C.    50% of the monthly recurring fees that would have been charged for the
Space for months 25 through the end of the agreed term.









                                  Page 9 of 17

<PAGE>   10
9. Level 3 reserves the right to change the location or configuration of the
Space, provided, however, that Level 3 shall not arbitrarily or discriminatorily
require such changes. Level 3 and Customer shall work in good faith to minimize
any disruption in Customer's services that may be caused by such changes in
location or configuration of the Space.

10. Prior to occupancy and during the term of use of any Space, Customer shall
procure and maintain the following minimum insurance coverage: (a) Workers'
Compensation in compliance with all applicable statutes of appropriate
jurisdiction. Employer's Liability with limits of $500,000 each accident; (b)
Commercial General Liability with combined single limits of $1,000,000 each
occurrence; and (c) "All Risk" Property insurance covering all of Customers
personal property located in the Space. Customer's Commercial General Liability
policy shall be endorsed to show Level 3 (and any underlying property owner, as
requested by Level 3) as an additional insured. All policies shall provide that
Customer's insurers waive all rights of subrogation against Level 3. Customer
shall furnish Level 3 with certificates of insurance demonstrating that Customer
has obtained the required insurance coverages prior to occupancy of the Space.
Such certificates shall contain a statement that the insurance coverage shall
not be materially changed or cancelled without at least thirty (30) days' prior
written notice to Level 3. Customer shall require any contractor entering the
Space on its behalf to procure and maintain the same types, amounts and coverage
extensions as required of Customer above.

11. The liability of Level 3 for damages arising out of the furnishing of Space,
including but not limited to mistakes, omissions, interruptions, delays,
tortious conduct or errors, or other defects arising out of the failure to
furnish Space, whether caused by acts of commission or omission, shall be
limited to a prorated refund of the charges paid by Customer for the use of the
Space hereunder. The extension of such refunds shall be the sole remedy of
Customer and the sole liability of Level 3.



                                 Page 10 of 17
<PAGE>   11
                              TERMS AND CONDITIONS
                                  IP COLOCATION

The following Terms and Conditions shall be applicable to Customer's use of
space within Level 3 facilities used for the purpose of colocating equipment
used for connection to the internet (the "Space") ordered by Customer under any
Customer Order.

1. Upon execution and performance of Customer's obligations under a Customer
Order for use of Space, Customer shall be granted the right to occupy the Space
identified therein. Customer further agrees to purchase certain communications
services ("Services") identified in Customer Orders for such Services submitted
by Customer hereunder. Customer may submit multiple Customer Orders requesting
use of different Space, each of which shall be governed by the terms hereof.
Services ordered by Customer shall at all times be used by Customer in
compliance with Level 3's then-current Acceptable Use Policy and Privacy Policy,
as amended by Level 3 from time to time and which are available through Level
3's web site.

2. Customer shall be permitted to use the Space only for placement and
maintenance of computer and/or communications equipment which shall be
interconnected to the Services provided by Level 3. Customer may use the Space
to cross connect to the facilities of other communications carriers if and only
if Level 3 cannot or will not provide such services to Customer on commercially
reasonable terms. The nonrecurring and monthly recurring charges for the Space
and the Services shall be set forth in each Customer Order.

3. During the term for use of the Space set forth in each Customer Order,
Customer shall commit to use, order and pay for the following amounts of
bandwidth provided by Level 3: (a) for Customers using cabinets, at least 1 Mbps
of bandwidth for each partial cabinet and at least 2 Mbps of bandwidth for each
full cabinet of Space ordered by Customer; and (b) for Customers using private
rooms, at least 1 Mbps of bandwidth for each 10 square feet of Space ordered by
Customer. Customer shall achieve the minimum service level immediately after
submission and acceptance of each Customer Order. Level 3 may terminate use of
the Space in the event that Customer does not satisfy this minimum service
commitment.

4. Level 3 shall perform such janitorial services, environmental systems
maintenance, power plant maintenance and other actions as are reasonably
required to maintain the facility in which the Space is located in good
condition which is suitable for the placement of communications equipment. In
addition, Customer may order and pay for Level 3 to perform certain limited
("remote hands") maintenance services on Customer's equipment within the space,
which shall be performed in accordance with Customer's directions. "Remote
hands" maintenance services includes power cycling equipment. Level 3 shall in
no event be responsible for the repair, configuration or tuning of equipment, or
for installation of Customer's equipment (although Level 3 will provide
reasonable assistance to Customer in such installation). Customer shall maintain
the Space in orderly and safe condition, and shall return the Space to Level 3
at the conclusion of the term set forth in the Customer Order in the same
condition (reasonable wear and tear excepted) as when such Space was delivered
to Customer. EXCEPT AS EXPRESSLY STATED HEREIN OR IN ANY CUSTOMER ORDER, THE
SPACE SHALL BE DELIVERED AND ACCEPTED "AS IS" BY CUSTOMER, AND NO REPRESENTATION
HAS BEEN MADE BY LEVEL 3 AS TO THE FITNESS OF THE SPACE FOR CUSTOMER'S INTENDED
PURPOSE.

5. The term of use of the Space shall begin on the later to occur of the date
requested by Customer or the date that Level 3 completes the build-out of the
Space. Customer's use of the Space beyond the initial term shall be on a
month-to-month basis, unless Customer and Level 3 have agreed in writing to a
renewal of the right to use such Space. Customer hereby agrees to pay for the
Space and Services for the period of time specified in each Customer Order,
which period shall commence when both completion of the build-out of the Space
and initiation of delivery of such Services has occurred. The rates and other
charges set forth in each Customer Order are established in reliance on the term
commitment made therein. In the event that Customer terminates a Customer Order
for Space or in the event that the Customer Order is terminated due to a failure
of Customer to satisfy the requirements set forth herein or in the Customer
Order prior to the end of the agreed term, Customer shall pay a termination
charge equal to the costs incurred by Level 3 in returning the Space to a
condition suitable for use by other parties, plus the percentage of the monthly
recurring fees for the terminated Space calculated as follows:


a.   100% of the monthly recurring fees that would have been charged for the
Space for months 1-12 of the agreed term; plus

b.   75% of the monthly recurring fees that would have been charged for the
Space for months 13-24 of the agreed term; plus

c.   50% of the monthly recurring fees that would have been charged for the
Space for months 25 through the end of the agreed term.


6. Level 3 shall use reasonable efforts to complete the build-out and make the
Space available to Customer on or before the date requested by Customer. In the
event that Level 3 fails to complete the build-out within sixty (60) days of the
date requested by Customer, then Customer may terminate its rights to use such
Space and receive a refund





                                 Page 11 of 17
<PAGE>   12

of any fees paid for the use or build-out of such Space.

7. Customer shall abide by any posted or otherwise communicated rules relating
to use of, access to, or security measures respecting the Space. In the event
that unauthorized parties gain access to the Space through access cards, keys or
other access devices provided to Customer, Customer shall be responsible for any
damages incurred as a result thereof. Customer shall be responsible for the cost
of replacing any security devices lost or stolen after delivery thereof to
Customer. In addition, Level 3 shall have the right to terminate Customer's use
of the Space or the Services in the event that: (a) Level 3's rights to use the
facility within which the Space is located terminates or expires for any reason;
(b) Customer has violated the terms hereof or of any Customer Order submitted
hereunder; (c) Customer makes any material alterations to the Space without
first obtaining the written consent of Level 3; (d) Customer allows personnel or
contractors to enter the Space who have not been approved by Level 3 in advance;
or (e) Customer violates any posted or otherwise communicated rules relating to
use of or access to the Space. Level 3 shall use reasonable efforts to notify
Customer of any events that may result in termination of the use of the Space or
delivery of Services.

8. Level 3 reserves the right to change the location or configuration of the
Space, provided, however, that Level 3 shall not arbitrarily or discriminatorily
require such changes. Level 3 and Customer shall work in good faith to minimize
any disruption in Customer's services that may be caused by such changes in
location or configuration of the Space.

9. Level 3 provides only access to the Internet; Level 3 does not operate or
control the information, services, opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever against Level 3 relating
to the content of the Internet or respecting any information, product, service
or software ordered through or provided by virtue of the Internet.

10. Prior to occupancy and during the term of use of any Space, Customer shall
procure and maintain the following minimum insurance coverage: (a) Workers'
Compensation in compliance with all applicable statutes of appropriate
jurisdiction. Employer's Liability with limits of $500,000 each accident; (b)
Commercial General Liability with combined single limits of $1,000,000 each
occurrence; and (c) "All Risk" Property insurance covering all of Customers
personal property located in the Space. Customer's Commercial General Liability
policy shall be endorsed to show Level 3 (and any underlying property owner, as
requested by Level 3) as an additional insured. All policies shall provide that
Customer's insurers waive all rights of subrogation against Level 3. Customer
shall furnish Level 3 with certificates of insurance demonstrating that Customer
has obtained the required insurance coverages prior to occupancy of the Space.
Such certificates shall contain a statement that the insurance coverage shall
not be materially changed or cancelled without at least thirty (30) days prior
written notice to Level 3. Customer shall require any contractor entering the
Space on its behalf to procure and maintain the same types, amounts and coverage
extensions as required of Customer above.

11. The liability of Level 3 for damages arising out of the furnishing of
Services or the Space, including but not limited to mistakes, omissions,
interruptions, delays, tortious conduct or errors, or other defects arising out
of the failure to furnish Services or Space, whether caused by acts of
commission or omission, shall be limited to a prorated refund of the charges
paid by Customer for the use of the Space hereunder. The extension of such
refunds shall be the sole remedy of Customer and the sole liability of Level 3.



                                 Page 12 of 17
<PAGE>   13
                              TERMS AND CONDITIONS
                     INTERNET ACCESS - DEDICATED AND DIAL UP

The following Terms and Conditions shall be applicable to dedicated and dial-up
Internet Access Service (the "Internet Access Services") ordered by Customer
under any Customer Order.

1. Any state or federal tariffs applicable to the Internet Access Services to be
delivered under any Customer Order are incorporated into the terms thereof. The
Internet Access Services shall at all times be used in compliance with Level 3's
then-current Acceptable Use Policy and Privacy Policy, as amended by Level 3
from time to time and which are available through Level 3's web site.

2. The nonrecurring charges and monthly recurring rates for the Internet Access
Services provided by Level 3 to Customer shall be set forth in each Customer
Order.

3. Customer hereby agrees to pay for the Internet Access Services for the period
of time specified in each Customer Order, which period shall commence with the
initiation of delivery of such Internet Access Services. The rates and other
charges set forth in each Customer Order are established in reliance on the term
and/or volume commitment made therein. In the event that Customer terminates
Internet Access Services ordered in any Customer Order or in the event that the
delivery of Internet Access Services is terminated due to a failure of Customer
to satisfy the requirements set forth herein or in the Customer Order prior to
the end of the agreed term, Customer shall (unless Customer has made a Revenue
Commitment) pay a termination charge equal to the termination or other charges
paid or to be paid by Level 3 for services purchased from other sources used to
deliver the Internet Access Services to Customer, plus the percentage of the
monthly recurring charges for the terminated Internet Access Services calculated
as follows:


a.     100% of the monthly recurring charge that would have been incurred for
the Internet Access Service for months 1-12 of the agreed term; plus

b.     75% of the monthly recurring charge that would have been incurred for
the Internet Access Service for months 13-24 of the agreed term; plus

c.     50% of the monthly recurring charge that would have been incurred for
the Internet Access Service for months 25 through the end of the agreed term.


Customer may, in the event that a Revenue Commitment is made and is then being
satisfied by Customer, terminate, rearrange or reconfigure the Internet Access
Services ordered under a Customer Order without payment of the termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible
for payment of Level 3's then-current standard nonrecurring charges for such
termination, rearrangement or reconfiguration.

4. Level 3 provides only access to the Internet; Level 3 does not operate or
control the information, services, opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever against Level 3 relating
to the content of the Internet or respecting any information, product, service
or software ordered through or provided by virtue of the Internet.

5. This Section 5 shall apply only to Customers who order Dial-Up Internet
Access Services. The Dial-Up Internet Access Services shall be used only by an
officer, director, employee or agent ("Employee") of Customer. Customer shall
assure that each Employee accessing the Dial-Up Internet Access Service abides
by these Terms and Conditions. Prior to any Employee accessing Dial-Up Internet
Access Services, such Employee will be required to accurately complete an
on-line registration process. During this registration process, each Employee
will be required to identify himself/herself through some means satisfactory to
Level 3. Pursuant to the registration process, by clicking an "ACCEPT" icon,
each Employee will (i) agree to accurately complete the registration; (ii) agree
to abide by all of the provisions, terms, limitations, conditions and
restrictions of these Terms and Conditions; and (iii) agree to use the Dial-Up
Internet Access Services in accordance with any requirements set forth in the
online registration process and for the legitimate business purposes of Customer
only. Each Employee will also receive a password which such Employee will agree
to keep in strict confidence and which will be required whenever accessing the
Dial-Up Internet Access Services.



                                 Page 13 of 17



<PAGE>   14
                     Standard Service Level Agreement (SLA)
                                    Release 1
                            INTERNET DEDICATED ACCESS

Dedicated Internet Access service will be backed by a Standard Service Level
Agreement that has two components: a Service Delivery SLA and a Network
Performance SLA.

NOTE: The total number of credits per month for both Service Delivery and
Network Performance is limited to four days.

SERVICE DELIVERY SLA

-    30 Calendar Day Installation Guarantee for Customers buying Dedicated
     Internet Access in speeds from 64 Kbps - 1.544 Kbps within the Standard
     Service Area..

-    45 Calendar Day Installation Guarantee for Customers buying Dedicated
     Internet Access in speeds from 3 Mbps - 45 Mbps within the Standard Service
     Area.

-    Single toll-free number to reach Level 3 Customer Service for all customer
     issues, including technical, billing, and product inquiries.

-    Time to Respond - Within 30 minutes

-    2 hour calendar month Average Time To Repair (ATTR)

If Level 3 fails to meet any of the guarantees above, Level 3 will review all
reported failures at the end of the month, and calculate the applicable credits:

-    Any customer inquiry to the Level 3 Customer Service Center that results in
     a Time to Respond of >30 minutes will result in a one day service credit
     when the customer notifies Level 3 of the failure.

-    ATTR is calculated as a monthly average. All reported customer trouble
     tickets will be totaled over the month, then the average time to close each
     ticket will be calculated. If the ATTR is greater than 2 hours, the
     customer will receive a one day service credit.

-    Credits will only be applied to events where the Customer reports a failure
     to the Level 3 Customer Care organization. Customers must report any
     Service Delivery failures within five business days of the event.

NETWORK PERFORMANCE SLA

-     SERVICE AVAILABILITY

      -     Availability refers to customer's access point to the Level 3
            Internet network, including their Level 3 provided local access
            circuit, and the customer's port.

      -     Unavailability Events are defined as any outage of the Level 3
            provided local access circuit and the customer's port of longer than
            15 consecutive minutes.



                                 Page 14 of 17
<PAGE>   15

      -     The Availability Guarantee does not extend to the performance of
            Internet networks controlled by other companies, or traffic exchange
            points (including NAPs and MAEs) which are controlled by other
            companies.

      -     Availability does not include regularly scheduled or emergency
            maintenance events, or customer caused outages or disruptions.

      -     Customers may report service unavailability events of longer than 15
            consecutive minutes to Level 3 customer service within 48 hours of
            the event. If the event is confirmed by Level 3 customer service,
            the customer will receive a pro-rated service credit that equals the
            time of the unavailability.

-     40 MS ONE-WAY DELAY GUARANTEE

      -     The Delay guarantee refers to the average delay parameters among the
            Level 3 Gateway sites in the United States. It does not extend to
            the customer's local access circuit, transit or peering connections,
            or to circuits to the traffic exchange points, including NAPs and
            MAEs.

      -     Delay is measured as the average delay, over a calendar month, of
            traffic between all major Gateways on the Level 3 U.S. Internet
            network.

      -     Level 3 will publicly report the Average Monthly Delay measurement
            for the Level 3 U.S. Internet Network at the end of every month.

      -     If the customer reports that Level 3 has failed to meet the Delay
            guarantee, and this is confirmed by Level 3 customer service, the
            customer will be issued one day service credit.

NOTES:

-     All measurements are based on monthly averages.

-     These guarantees only apply to the Level 3 Internet Network. They do not
      apply to NAP or transit connections, or to any traffic once it leaves the
      Level 3 network.

-     This SLA does not apply to periods of regularly scheduled or emergency
      maintenance that Level 3 performs on its network or associated hardware
      and software.

-     Credits will only be applied to events where the Customer reports a
      network performance failure to the Level 3 Customer Care organization.

-     Customers must report any Network Performance failures (unavailability or
      delay) within 48 hours (two business days) of the service affecting event
      in order to receive a credit. Customers must report any Service Delivery
      failures within five business days of the event.



                                 Page 15 of 17
<PAGE>   16
                              TERMS AND CONDITIONS

           MANAGED MODEM -- DEDICATED, QUICKSTART AND TRANSIT SERVICES

The following Terms and Conditions shall be applicable to services required to
allow access to "Dedicated Services," "Dedicated Service with QuickStart" and
"Transit Services" as offered by Level 3 (the "Managed Modem Services") ordered
by Customer under any Customer Order.

1. Any state or federal tariffs applicable to the Managed Modem Services to be
delivered under any Customer Order are incorporated into the terms thereof. The
Managed Modem Services shall at all times be used in compliance with Level 3's
then-current Acceptable Use Policy and Privacy Policy, as amended by Level 3
from time to time and which are available through Level 3's web site.

2. In the event Customer orders "Dedicated Service," end user traffic will be
routed through and aggregated in Level 3's facility, sent to the Customer's
Premises via a dedicated circuit, and then routed to its final destination by
Customer. In the event that Customer orders "Transit Services," End User traffic
will be routed to Level 3's facility and then routed to its final destination by
Level 3 via the Internet. Dedicated Service with "QuickStart" will initially be
provisioned to the Customer in the same fashion as Transit Services, until such
time as Level 3 has provisioned the dedicated circuit to send end user traffic
from Level 3's facility to the Customer's Premises. QuickStart will then be
migrated to standard Dedicated Service. Customers ordering Dedicated Services
will be required to make a portion of the Premises available to Level 3 for the
placement of equipment necessary to provide such Dedicated Services. For
Dedicated Service, all Customer CPE as well as the private line necessary to
support this service will be ordered, installed and managed by Level 3. Any
telephone numbers assigned to Customer for the purpose of providing Managed
Modem Services hereunder shall be property of Customer; PROVIDED, however, that
Level 3 shall be obligated to release such numbers to Customer upon expiration
or termination hereof if and only if Customer is then in compliance with all of
the terms contained herein or in the Standard Terms and Conditions.

3. The nonrecurring charges and monthly recurring rates for the Managed Modem
Services provided by Level 3 to Customer shall be set forth in each Customer
Order. Level 3 will dedicate the specified number of ports to Customer in the
Level 3 facilities as identified in each Customer Order. Customer may be
responsible for additional monthly charges if Customer's use of the Managed
Modem Services requires and utilizes more ports than the number committed to and
ordered by Customer.

4. Customer hereby agrees to pay for the Services for the period of time
specified in each Customer Order, which period shall commence with the
initiation of delivery of such Managed Modem Services. The rates and other
charges set forth in each Customer Order are established in reliance on the term
commitment made therein. In the event that Customer terminates Managed Modem
Services ordered in any Customer Order or in the event that the delivery of
Managed Modem Services is terminated due to a failure of Customer to satisfy the
requirements set forth herein or in the Customer Order prior to the end of the
agreed term, Customer shall (unless Customer has made a Revenue Commitment) pay
a termination charge equal to the termination or other charges paid or to be
paid by Level 3 for services purchased from other sources used to deliver the
Managed Modem Services to Customer, plus the percentage of the monthly recurring
charges for the terminated Managed Modem Services calculated as follows:


a.    100% of the monthly recurring charge that would have been incurred for
the Managed Modem Service for months 1-12 of the agreed term; plus

b.    75% of the monthly recurring charge that would have been incurred for the
Managed Modem Service for months 13-24 of the agreed term; plus

c.    50% of the monthly recurring charge that would have been incurred for the
Managed Modem Service for months 25 through the end of the agreed term.


Customer may, in the event that a Revenue Commitment is made and is then being
satisfied by Customer, terminate, rearrange or reconfigure the Managed Modem
Services ordered under a Customer Order without payment of the termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible
for payment of Level 3's then-current standard nonrecurring charges for such
termination, rearrangement or reconfiguration.

5. Level 3 provides only access to the Internet; Level 3 does not operate or
control the information, services, opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever against Level 3 relating
to the content of the Internet or respecting any information, product, service
or software ordered through or provided by virtue of the Internet.



                                 Page 16 of 17

<PAGE>   17
                     Standard Service Level Agreement (SLA)

                                    Release 1

                                  MANAGED MODEM

Managed Modem service will be backed by a Service Delivery SLA.

NOTE: The total number of credits per month is limited to four days.

SERVICE DELIVERY SLA

-     30 Calendar Day Installation Guarantee for Customers buying Managed Modem
      service in speeds from 64 Kbps - 1.544 Kbps within the Standard Service
      Area.

-     45 Calendar Day Installation Guarantee for Customers buying Managed Modem
      service in speeds from 3 Mbps - 45 Mbps within the Standard Service Area.

-     Single toll-free number to reach Level 3 Customer Service for all customer
      issues, including technical, billing, and product inquiries.

-     Time to Respond - Within 30 minutes

-     2 hour calendar month Average Time To Repair (ATTR)

If Level 3 fails to meet any of the guarantees above, Level 3 will review all
reported failures at the end of the month, and calculate the applicable credits:

-    Any customer inquiry to the Level 3 Customer Service Center that results in
     a Time to Respond of >30 minutes will result in a one day service credit
     when the customer notifies Level 3 of the failure.

-    ATTR is calculated as a monthly average. All reported customer trouble
     tickets will be totaled over the month, then the average time to close each
     ticket will be calculated. If the ATTR is greater than 2 hours, the
     customer will receive a one day service credit.

-    Credits will only be applied to events where the Customer reports a failure
     to the Level 3 Customer Care organization. Customers must report any
     Service Delivery failures within five business days of the event.



                                 Page 17 of 17