<PAGE>   1
                                                                   EXHIBIT 10.12

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS
AMENDED.

--------------------------------------------------------------------------------
ATTACHMENT TO NETWORK SERVICES AGREEMENT         MSP-DIAL IMPLEMENTATION PROGRAM
--------------------------------------------------------------------------------

In addition to the terms and conditions contained in the Network Services
Agreement, Customer and CompuServe further agrees:

Customer agrees to execute a Network Services Agreement with an initial Extended
Term Plan of three (3) year(s). CompuServe agrees to provide Customer with the
Implementation Program contained in this Attachment.

1.    IMPLEMENTATION PROGRAM

      To assist Customer in gaining experience with, and user acceptance of, the
Network Services provided hereunder, CompuServe agrees to provide an
Implementation Program during which:

            1.    The Implementation Program will commence on the first day
following provision by CompuServe to Customer of the network necessary for the
Customer's use of CompuServe's MSP-Dial service and conclude at the end of
twelve (12) full month(s) thereafter. The Three (3) year initial term shall
commence on the first day of the month following completion of the
Implementation Program. Customer shall have the option to terminate this
Attachment and the related Agreement, to be effective at the end of the
Implementation program, upon written notice to CompuServe at least ten (10) days
prior to the end of the Implementation Program.

            2.    During the Implementation Program, Customer shall be billed
[*] per hour for 300bps up to 57.kbps, where available, asynchronous dial
connections through a MSP-Dial network address; Customer shall also be billed
the following surcharges:

<TABLE>
<CAPTION>
      FOR ACCESS THAT ORIGINATES FROM:                               SURCHARGE
                                                                     PER HOUR
      -------------------------------                                ---------
<S>                                                                   <C>
      CompuServe Points of presence located in Europe                   [*]
      CompuServe Points of presence located in Mexico                   [*]
      CompuServe Points of presence located in Australia &
         New Zealand                                                    [*]
      CompuServe Points of presence located in Japan                    [*]
      1-800 Points of Presence located in the United States             [*]
      1-800 Points of Presence located in Canada                        [*]
      1-800 Points of Presence located in Mexico                        [*]
      1-800 Points of Presence located in the Caribbean                 [*]
</TABLE>

                                         Network Services
                                         Account No.
                                                    ---------------------------

ACCEPTED FOR CUSTOMER:                   ACCEPTED FOR COMPUSERVE
                                         INCORPORATED


Customer's Name: iPass Incorporated
                ---------------------
Signature: /s/ G. BRADFORD SOLSO         Signature:
          ---------------------------              ----------------------------
Name: G. Bradford Solso                  Name:
     --------------------------------         ---------------------------------
Title: VP & CFO                          Title:
      -------------------------------          --------------------------------
Date: 11/4/97                            Date:
     --------------------------------         ---------------------------------


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       1.
<PAGE>   2

--------------------------------------------------------------------------------
COMPUSERVE NETWORK SERVICES AGREEMENT FOR MANAGED SERVICE PROVIDED (MSP)
--------------------------------------------------------------------------------

CompuServe Incorporated ("CompuServe") will furnish on a shared resource, as
available basis and Customer will purchase CompuServe services under these terms
and conditions.

1.    DESCRIPTION OF COMPUSERVE SERVICES

      1.1   MSP-DIAL

            MSP-Dial enables Customer validated remote users utilizing
CompuServe, Customer of user provided IP client software to dial into a
CompuServe PPP (Point to Point Protocol) Server and connect with the CompuServe
provisioned Internet Gateway. MSP-Dial includes 7 day by 24 hour customer
support for up to ten (10) identified Customer employees for questions about the
CompuServe-provided services; Customer warrants it will not provide the
CompuServe customer support phone number to any other customer employees or
users of the CompuServe-provided services.

2.    TERM OF AGREEMENT

      The term is three (3) years and commences on (i) the first day of the
month after Customer has been provided access to CompuServe services, or (ii)
completion of any Implementation Program. This Agreement automatically renews on
completion of the initial and subsequent terms at the then current rates and
conditions for consecutive three (3) year terms unless terminated upon written
notice to the other party at least one (1) month prior to the end of a term.

3.    RATES

      Customer shall be billed the rates associated with the Pricing Plan and
software options elected by Customer.

      3.1   GUARANTEED MINIMUM NUMBER OF HOURS PER MONTH OPTIONS

            Customer will be billed the Rate per Hour associated with the option
elected for all hours of traffic in a given moth according to the following
table:

<TABLE>
<CAPTION>
                 GUARANTEED MINIMUM NUMBER OF
                       HOURS PER MONTH                RATE PER HOUR
                 ----------------------------         -------------

                   <S>                                   <C>
                   A.  0-500,000                         [*]
                   B.  1,000,000                         [*]
                   C.  1,500,000                         [*]
                   D.  2,000,000                         [*]
                   E.  2,500,000                         [*]
</TABLE>

      The Rate Per Hour applies to 300bps up to 57.Kbps, where available,
asynchronous dial connections through a MSP-Dial network address. The MSP-Dial
Rate per Hour includes all characters/packets that are transmitted and received
during sessions through a MSP-Dial network address. Connect time is charged per
second with a one minute per session.


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       2.
<PAGE>   3


      For example, if Customer elects the 1,000,000 hour minimum, Customer shall
be billed [*] per hour for all actual hours associated with the use of network
addresses allocated for Customer's network addresses. If the actual hours
associated with the use of host names allocated for Customer's network addresses
are less than Customer's Guaranteed Minimum Number of Hours per Month, Customer
will be billed for the Guaranteed Minimum Number of Hours per Month. Customer
shall also be billed the following surcharges:

<TABLE>
<CAPTION>
                                                                    SURCHARGE
      FOR ACCESS THAT ORIGINATES FROM:                              PER HOUR
      -------------------------------                               --------
<S>                                                                  <C>
      CompuServe Points of presence located in Europe                [*]
      CompuServe Points of presence located in Mexico                [*]
      CompuServe Points of presence located in Australia &
         New Zealand                                                 [*]
      CompuServe Points of presence located in Japan                 [*]
      1-800 Points of Presence located in the United States          [*]
      1-800 Points of Presence located in Canada                     [*]
      1-800 Points of Presence located in Mexico                     [*]
      1-800 Points of Presence located in the Caribbean              [*]
</TABLE>

      3.2   During the initial three (3) year term CompuServe will not increase
rates for any service unless (i) there is a court, legislative, FCC, or other
regulatory agency reclassification of CompuServe's status as an Enhanced Service
Provider, or other decision or action that results in an increase in
CompuServe's cost to provide services, or (ii) a supplier of CompuServe imposes
a rate increase; in such event, CompuServe reserves the right to pass through to
Customer such an increase and any associated increase in CompuServe's cost to
provide a service and CompuServe will provide Customer with as much notice as is
reasonable under the circumstances but not less than two (2) months prior
written notice. Within one (1) month of such notice, Customer may terminate this
Agreement by written notice. This termination will take effect on the date of
the proposed rate modification.

      3.3   Customer shall pay the sum of (i) the charges associated with the
Rate per Hour (ii) charges associated with hourly surcharges, (iii) charges
associated with CompuServe-provided software, and (iv) any national, federal,
state, local or other area sales, use and other taxes however designated
(including but not limited to value added tax), imposed on Customer's usage
(exclusive of any taxes based upon CompuServe's income).

4.    PAYMENT

      Charges for services and supplies provided under this Agreement will
normally be invoiced following the end of each month. Terms of payment on all
charges are net, thirty (30) days at CompuServe's home office in U.S. dollars.
If payment is not received within five (5) business days following written
notice, CompuServe may suspend its performance under, or terminate, their
Agreement.

5.    CUSTOMER RESPONSIBILITIES

      5.1   Customer is responsible for Customer-provided links and equipment
(such as computers and modems) and telephone service required for access to
CompuServe's services. Customer is responsible for, and CompuServe does not
warrant, the compatibility of Customer-provided links, equipment, and software
used in conjunction with CompuServe-provided services. Customer understands that
CompuServe is unable to monitor or access the Customer-provided links and
equipment; Customer agrees that the remedy contained in Paragraph 7.4 of this
Agreement shall not apply to any problems associated with the Customer-provided
links, equipment or software. Customer warrants the CompuServe services will be
used solely to provide access to Customer's consumer ISP service which is
defined as ...[customized for each Customer].

      5.2   Customer is responsible for the accuracy and adequacy of links,
computer equipment, programs and data it furnished or transmits, for use of the
output it obtains, for maintaining procedures external to the network system for
reconstruction of lost data or programs and for satisfying its requirements for
security and accuracy of system output. Reasonable precautions are taken to
prevent loss, alteration, or improper access to Customer's data access links
programs and data, but CompuServe does not guarantee accuracy or security.


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       3.
<PAGE>   4

      5.3   Customer acknowledges and agrees that CompuServe is not responsible
for, and does not control, the Internet or any information contained thereon.
Access to the Internet is provided by CompuServe solely on an "as is" basis.
CompuServe does not warrant, and does not warrant, and does not assume
responsibility for, any consequences suffered by any person as a result of
Internet access including, without limitation, those suffered by Customer and
end-users as a result of accessing such Internet Information and content, such
as the possibility of contracting computer viruses, accessing information with
offensive, inaccurate or inappropriate content, etc. CompuServe shall not be
responsible for any damages suffered by any person as a result of obtaining
Internet access. Customer acknowledges and agrees that all users (including
Customer and its end-users) must exercise their own due diligence before relying
on any such information available on the Internet, and must determine that they
have all necessary rights to copy, publish or otherwise distribution any such
information available on the Internet under copyright and other applicable laws.
Customer acknowledges and consents to the foregoing, and shall obtain the
acknowledgment and consent to the foregoing of all users to which it provides
access to the Internet. CompuServe and its subcontractors, and their licensers
and suppliers, shall be express third-party beneficiaries of this provision.

6.    PERFORMANCE AND IMPROVEMENT

      CompuServe may make or permit changes in the CompuServe services provided
under this Agreement. If CompuServe makes a change which has a material adverse
effect on Customer's operations, Customer may terminate this Agreement after
written notice which states with particularity the reason for termination,
provided CompuServe does not cure or remedy this condition within one (1) month.
All discoveries, improvements, adaptations, or developments relating to the
services provided by CompuServe under this Agreement are and shall remain the
exclusive property of CompuServe. If Customer can demonstrate that there has
been a material degradation in the services provided by CompuServe and that this
degradation has a material and adverse effect on Customer's operations, Customer
may, as its sole remedy, terminate this Agreement, three (3) months after
written notice is provided to CompuServe which states with particularity the
reason for termination, provided CompuServe does not cure this condition within
this three (3) month period.

7.    WARRANTIES, DISCLAIMERS, LIMITATIONS ON LIABILITY

      7.1   CompuServe will use reasonable care in providing services under this
Agreement. Except for maintenance and periods of shut-down caused by equipment,
system or power failure, or other causes beyond the reasonable control of
CompuServe, the systems will be operational twenty-four (24) hours a day.

      7.2   [*]

      7.3   Upon the discovery of facts which reasonably indicate CompuServe has
failed to perform its obligations under this Agreement, been neglect, or
breached a legal duty, customer shall: (i) promptly notify CompuServe of such
facts by telephone, and (ii) further notify CompuServe in writing within one (1)
month of such discovery. The unreasonable failure to give the foregoing notices
shall constitute an irrevocable waiver of all claims Customer has against
CompuServe with respect to such incident and be an absolute bar to the
institution of any actions based on such claims.

      7.4   If notification is given to CompuServe as required by paragraph 7.3,
CompuServe will compensate Customer in an amount up to [*]. The remedy in this
paragraph is Customer's sole and exclusive remedy and recovery.


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       4.
<PAGE>   5

8.    THIRD PARTIES

      8.1   This Agreement is not assignable by either party without the other
party's prior written consent which will not be unreasonably withheld: provided,
a change in control or transfer of substantially all corporate or division
assets shall not be considered an assignment under this provision. Customer may
allow third parties to use the services provided by CompuServe to enable such
third parties to access the data, information or services provided through or by
Customer. Customer warrants it has sufficient rights to allow third parties to
access the data, information, or services provided through or by Customer.

        8.2   Except to the extent the claims result from (a) the indemnified
party's unauthorized or improper use of any confidential or proprietary
information or violation of other third party rights or 9b) the indemnified
party's negligence or breach of a legal or contractual duty: (i) CompuServe will
indemnify and hold harmless Customer and its affiliates from all claims made by
CompuServe's employees and suppliers, and (ii) Customer will indemnify and hold
harmless CompuServe from [*]. "Claims" means all claims, causes of action,
judgments, damages, costs or expenses, including without limitation, reasonable
attorneys' fees and court costs, related to this Agreement or the services
provided under it.

9.    CONFIDENTIAL INFORMATION

      9.1   "Confidential Information" is any information relating to the
business of the disclosing party: (i) of which the receiving party becomes aware
because of its performance of this Agreement; (ii) which is treated ad
confidential by the disclosing party. Neither party may disclose or use any of
the other party's Confidential Information, except to the extent necessary to
perform or to exercise rights under this Agreement, or with the consent of the
other party, which consent shall not be unreasonably withheld. Confidential
Information remains the sole property of the original owner and the party shall
exercise reasonable care to maintain its confidentiality. Each party shall use
reasonable care to prevent its employees and agents from violating this
restriction.

      9.2   Confidential Information includes but is not limited to: (i)
information in any form, such as product developments, specifications,
protocols, formulas, methods, techniques, concepts, plans, ideas, programs and
documentation and business, marketing and financial information; (ii) the terms
of this Agreement and all proposals and discussions relating to it, whether oral
or reduced to writing; (iii) business information that is not generally
disclosed to the public; (iv) information which has been specifically designated
as being confidential or secret; (v) information that is deemed to be a trade
secret, or have similar status; and (vi) copies, in any medium, of any of the
above.

      9.3   Confidential Information does not include information that (i) is or
becomes generally available to the public other than by unauthorized disclosure
by the receiving party; (ii) was known in the receiving party at the time of
disclosure from a source other than the disclosing party and this knowledge is
shown in the receiving party's written records; (iii) is or becomes known to the
receiving party, and the receiving party can show that it knows of no
restriction on disclosure binding on the source; or (iv) is independently
developed by the receiving party without using the disclosing party's
Confidential Information. If a party is compelled to disclosed Confidential
Information under the authority of a court or governmental agency, the compelled
party shall promptly notify the other party. The other party shall have the
opportunity to object to the compelled disclosure. To the extent that the other
party secures a legally enforceable protective or equivalent order and delivers
the order to the compelled party, the compelled party shall comply with the
order.

10.   GENERAL

      10.1  Notwithstanding any acknowledgment, any provision or condition in
any Customer purchase order, voucher or other memorandum, or CompuServe Invoice,
which is in any way inconsistent with, or adds to, the provisions hereof is null
and void.

      10.2  No modifications of this Agreement or waiver of any of its terms
will be effective unless set forth in a written document signed by authorized
representatives of Customer and CompuServe.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


                                       5.
<PAGE>   6

      10.3  The services provided under this Agreement are those currently
available from CompuServe.

      10.4  If any term of this Agreement is held to be invalid, the remainder
of the Agreement will remain in force. In such event, the parties shall use
their good faith efforts to replace the invalid provision with a valid provision
which tries to reach results comparable to those intended by the invalid
provision.

      10.5  This Agreement shall be considered performed in Ohio and all
questions regarding the validity, intention of meaning of this Agreement or any
modifications of it will be construed and resolved under the laws and in the
courts of Ohio.

      10.6  If a dispute arises which is not resolved by the personnel directly
involved, the parties shall each designate an executive officer who has no
direct operations responsibility for the subject matter of the dispute, and who
is authorized to investigate, negotiate, and settle the dispute. If the
disinterested officers are unable to settle the dispute within one (1) month (or
an extended period if they so agree), the matter shall proceed to mediation with
a mediator agreed upon by the parties from a list of mediators provided by the
Center for Public Resources. The parties agree to participate in the mediation
in good faith, its endeavor to complete it within two (2) months, and share
equally the mediator's fees and expenses. Either party may file suit or seek
temporary injunctive relief in court if in the judgment such action is necessary
to avoid expiration of an applicable statute of limitations, or necessary to
preserve the status quo or to prevent irreparable damage. The parties agree that
such court actin will otherwise be delayed or postponed until those Dispute
Resolution Procedures have been exhausted. Sections 7 and 8 of this Agreement
are not waived or modified by those Dispute Resolution Procedures.

      10.7  This term service Agreement has been negotiated by the parties in
order to meet the specialized needs and requirements of such party, CompuServe
does not intend to act in the capacity of a common carrier in offering the
enhanced services provided under this negotiated Agreement.

      10.8  Except for mutually agreed upon references, neither the Customer nor
CompuServe shall present or permit any advertising or promotional material which
makes references to the other's products or services, or trademark, logo or
similar symbol, without prior written approval by the other party. Approval
shall not be unreasonably withheld and must be communicated within a reasonable
amount of time.

      10.9  The following paragraphs will survive the termination of this
Agreement, regardless of the reason for termination: 4, 5, 6, 7, 8, 9, and 10.

      10.10 Each party shall conform to all applicable laws, government rules
and regulations related to its performance of this Agreement and use of the
services provided by CompuServe.

      10.11 This Agreement, is the entire and only agreement between the parties
and supersedes all prior and contemporaneous oral or written proposals,
negotiations, conversations and other communications between the parties upon
which neither party is justified in relying. The terms and conditions of this
Agreement shall apply upon execution of this Agreement.

11.   CUSTOMER ELECTIONS

      11.1  Pricing Plan election (check one):

                 X      No minimum hours per month
            -----------
                           500,000 hours per month
            -----------
                         1,000,000 hours per month
            -----------
                         1,500,000 hours per month
            -----------
                         2,000,000 hours per month
            -----------
                         2,500,000 hours per month
            -----------


                                       6.
<PAGE>   7

      11.2  IP Addresses will be provided by (check one):

                         Customer
            -----------
                  x      CompuServe; quantity to be provided:
            -----------
                         to all user logins as well as servers we house there.

      11.3  Names of Customer Contacts authorized to Call CompuServe Network
            Client Support (list up to ten individual names; department names
            are not acceptable):

                  1. Beth Winslow
                     ------------------------------------------------
                  2. Grant Gunz
                     ------------------------------------------------
                  3. Jannot Ross
                     ------------------------------------------------
                  4. Jay Farhat
                     ------------------------------------------------
                  5. Michael Fischer
                     ------------------------------------------------
                  6. Mike Hart
                     ------------------------------------------------
                  7. Francis Anton
                     ------------------------------------------------
                  8. Tuan Bui
                     ------------------------------------------------
                  9. Raghavan Seshadri
                     ------------------------------------------------
                  10. Paul Chow
                     ------------------------------------------------

ACCEPTED FOR CUSTOMER:                   ACCEPTED FOR COMPUSERVE
                                         INCORPORATED


Customer's Name: /s/ GBS iPass Inc.
                ---------------------
Signature: /s/ G. BRADFORD SOLSO         Signature:
          ---------------------------              ----------------------------
Name: G. Bradford Solso                  Name:
     --------------------------------         ---------------------------------
Title: VP & CFO                          Title:
      -------------------------------          --------------------------------
Date: 11/4/97                            Date:
     --------------------------------         ---------------------------------



                                       7.