<PAGE>   1

                                                                   EXHIBIT 10.32
[MCI WORLDCOM LOGO]

                        CARRIER GLOBAL SERVICES AGREEMENT


<TABLE>
<CAPTION>
UNIVERSAL ACCESS, INC.                      MCI WORLDCOM COMMUNICATIONS, INC.
<S>                                        <C>

/s/ Robert Pommer                          /s/ Frank Glloky
-----------------------------------        -----------------------------------
Company Representative Signature           MCIWC Signature

COO                                        VP Marketing
-----------------------------------        -----------------------------------
Title - Please Print                       Title

Company Representative Name-Please         Name
-----------------------------------        -----------------------------------
Print

9/24/99                                    2/14/99
-----------------------------------        -----------------------------------
Date                                       Date

-----------------------------------        -----------------------------------
Company Address (for notice purposes)      Company Address (for notice purposes)

(      )
 ------ ---------------------------        -----------------------------------
Main Telephone Number                      Billing ID
</TABLE>

This Global Services Agreement, (the "Agreement" or "GSA"), is made by and
between MCI WORLDCOM COMMUNICATIONS, INC., a Delaware corporation with offices
at 575 East Amite Street, Jackson, Mississippi 39201, ("MCI WORLDCOM") and
UNIVERSAL ACCESS, INC., a corporation with offices at 100 N. Riverside Plaza,
Suite 2200, Chicago, Illinois 60606 ("Customer"). WTI is acting on behalf of
each MCIWC affiliate (other than MCI Systemhouse) to the extent that services
referred to in this Agreement are provided by one or more such affiliates. This
Agreement incorporates by reference the attached schedules (referred to
collectively herein as the "GSA Schedules"). MCI WORLDCOM or the providing
affiliate shall provide to Customer and Customer shall purchase from MCI
WORLDCOM those service(s) and associated equipment (the "Services") described in
Schedule Three through Schedule Eight of this Agreement (the "Service
Schedules") at the rates, discounts, and other terms and conditions described in
the Service Schedule for the applicable Service. By signing this cover sheet,
MCI WORLDCOM and Customer agree to be bound to all the terms and conditions of
this Agreement.

The GSA Schedules attached to this Agreement are as follows (check appropriate
boxes):

<TABLE>
<S>            <C>                  <C>
        [x]    Schedule One         Term, Global Volumes and Discounts
        [x]    Schedule Two         Master Terms and Conditions
        [x]    Schedule Three       United States Tariffed Services
        [x]    Schedule Four        Non-Tariffed Services
</TABLE>

This Agreement shall be of no force and effect and the offer contained herein
shall be withdrawn unless this Agreement is executed by Customer and delivered
to MCI WORLDCOM on or before SEPTEMBER 30, 1999.


                           MCI WORLDCOM CONFIDENTIAL

                                       1
<PAGE>   2

                                  SCHEDULE ONE
                       TERM, GLOBAL VOLUMES AND DISCOUNTS

1.  Term. The "Term" of this Agreement will begin upon the Commencement Date and
    continue for a period of [***] following the conclusion of the Ramp Period.
    The rates, charges, credits and discounts for the Services contained herein
    will be effective the first day of the second full billing cycle following
    the execution and delivery of this Agreement by Customer to MCI WORLDCOM
    (the "Services Effective Date"). The "Ramp Period" shall commence on the
    Commencement Date and continue for a period of [***] following the Services
    Effective Date. Customer will not be subject to any minimum usage
    requirements during the Ramp Period.

2.  Selected Definitions.

    2.1 "Base Rates" shall mean (i) for Services based on standard Tariff rates,
        the Tariff rates as reduced by the discounts (if any) provided to
        Customer pursuant to this Agreement; (ii) for non-Tariffed Services, the
        MCI WORLDCOM standard rates as reduced by the discounts (if any)
        provided to Customer pursuant to this Agreement; (iii) for Services as
        to which a specific rate is set forth herein, such rate; or (iv) for
        Services for which no specific rates or discounts are set forth herein,
        the rates set forth in the Tariffs following application of all
        applicable Tariffed discounts, or MCI WORLDCOM's standard rates, if no
        rate is set forth in the Tariff, following application of all applicable
        standard discounts.

    2.2 "Commencement Date" shall mean the date on which Customer signs this
        Agreement.

    2.3 "Monthly Period" shall mean the monthly billing period for Services
        under this Agreement.

    2.4 "Total Usage Charges" shall mean Customer's Usage Charges for all
        Services provided under this Agreement.

    2.5 "Tariff" shall mean the public tariffs on file with the Federal
        Communications Commission or state public utilities commissions or other
        domestic or foreign governmental bodies governing the rates and/or terms
        ands conditions of Services that are subject to tariff filings.

    2.6 "Usage Charges" shall mean Customer's recurring usage charges for one or
        more Services provided under this Agreement calculated at Base Rates.
        Usage Charges do not include the following: (i) taxes and tax related
        surcharges; (ii) charges for equipment and collocation, including
        charges for Services under Schedule Seven - Equipment; (iii) charges
        incurred where MCI WORLDCOM or an MCI WORLDCOM affiliate acts as agent
        for Customer in the acquisition of goods or services; (iv) standard
        non-recurring charges; (v) calling card surcharges (except as otherwise
        expressly provided for herein); (vi) monthly recurring non-usage
        charges; (vii) other Tariffed charges; and (viii) other charges
        expressly excluded in the applicable Schedule to the Agreement.

3.  Minimum Volume Requirement. During each Monthly Period of the Term,
    Customer's Total Usage Charges under this Agreement must equal or exceed
    [***] (the "Monthly Minimum").

4.  Underutilization. If, in any Monthly Period, Customer's Total Usage Charges
    are less than the Monthly Minimum, then Customer will pay: (1) all accrued
    but unpaid Usage Charges and other charges incurred by Customer; and (2) an
    underutilization charge (which Customer hereby agrees is reasonable) equal
    to the difference between the Monthly Minimum and Customer's Total Usage
    Charges during such Monthly Period.

5.  Rates and Discounts for the Services. Rates and discounts for specific
    Services are provided in the applicable Service Schedule. Except as
    expressly provided to the contrary, the rates set forth are in lieu of, and
    not in

*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                           MCI WORLDCOM CONFIDENTIAL

                                       1
<PAGE>   3

    addition to, any discounts, promotions and/or credits (Tariffed or
    otherwise). Any rates that are specifically designated as "postalized" will
    not increase or decrease during the Term. For Services not specifically set
    forth, including but not limited to, all dedicated access and egress charges
    and all other charges related to said access and egress not specifically set
    forth, Customer will be charged MCI WORLDCOM's standard rates. References in
    this Agreement to standard Tariffed rates and/or discounts refer to the
    corresponding standard rates and/or discounts set forth in the applicable
    Tariffs for such Service(s). Unless otherwise specified in this Agreement,
    the rates set forth in this Agreement do not include, and the discounts set
    forth in this Agreement do not apply to, the following: (i) access or egress
    (or related) charges imposed by third parties; (ii) standard non-recurring
    charges and monthly recurring non-usage charges; (iii) calling card
    surcharges (unless expressly provided for herein); (iv) taxes or tax-like
    surcharges; (v) other Tariffed charges; and (vi) other charges expressly
    excluded in the applicable GSA Schedule.

6.  Termination Liability. If (1) Customer terminates this Agreement during the
    Term for reasons other than (i) to take service under another arrangement
    with MCI WORLDCOM having equal or greater term and volume requirements or
    (ii) for "Cause" (as hereinafter defined), or (2) MCI WORLDCOM terminates
    this Agreement in accordance with Section 7.2(f) or (g) of Schedule Two,
    Customer will pay: (a) all accrued but unpaid Usage Charges and other
    charges incurred through the date of such termination; (b) an amount (which
    Customer hereby agrees is reasonable) equal to [***] of the aggregate of the
    Monthly Minimum(s) (and [***] of a pro rata portion thereof for any partial
    Monthly Period) that would have been applicable for the remaining unexpired
    portion of the Term on the date of such termination; (c) any and all credits
    received by Customer hereunder (unless otherwise specified), in full,
    without setoff or deduction plus (d) the aggregate termination charges,
    payable to any third party suppliers, if any, for which MCI WORLDCOM is or
    becomes contractually liable in connection with such termination. As used in
    this Agreement, "Cause" shall mean a failure to perform a material
    obligation under this Agreement which failure is not remedied within thirty
    (30) days of the defaulting party's receipt of written notice thereof, given
    by the terminating party in accordance with Section 12.7 of Schedule Two of
    this Agreement.

7.  Competitive Evaluation. If at any time beginning with the [***] month
    following the Effective Date, Customer receives a bona fide offer from
    another telecommunications company to provide a package of
    telecommunications services that is substantially similar to the range of
    MCI WORLDCOM services offered under this Agreement, including, without
    limitation, revenue commitments, term, volume, product mix, functionality,
    features, credits offered, level of service and geographic breadth (a
    "Competitive Offer"), and such Competitive Offer would result in an overall
    cost savings to Customer greater than [***] over the then remaining Term of
    this Agreement when compared to the effective rates charged by MCI WORLDCOM
    hereunder, then MCI WORLDCOM agrees to either match the Competitive Offer or
    to release Customer from this Agreement. [***] If MCI WORLDCOM does not
    elect to match the Competitive Offer within sixty (60) days after it is
    presented to MCI WORLDCOM by Customer in writing (with sufficient
    documentation of the Competitive Offer), [***] whichever is earlier, and (2)
    no termination or similar charges, including without limitation early
    termination charges contained in the Tariffs, shall be owed by Customer to
    MCI WORLDCOM.

8.  Credit Allowances for Service Interruptions.

    8.1 MCI WORLDCOM will grant a credit allowance whenever an interruption
        occurs because of a failure of any component furnished by MCI WORLDCOM
        under this Agreement. An interruption period begins when Customer
        reports a service, facility or circuit to be interrupted and releases it
        for testing and repair. An interruption period ends when the service,
        facility or circuit is operative. If Customer reports a service,
        facility or circuit to be inoperative but declines to release it for
        testing and repair, it is considered to be impaired, but not
        interrupted.

*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                           MCI WORLDCOM CONFIDENTIAL

                                       2
<PAGE>   4

    8.2 A credit allowance will be given for interruptions of fifteen (15)
        minutes or more. Credit allowances shall be calculated as follows:

        8.2.1 Interruptions of 24 Hours or Less

<TABLE>
<CAPTION>
        Length of Interruption                Interruption Period To be Credited
        ----------------------                ----------------------------------
<S>                                           <C>
        Less than 15 minutes                  [***]
        15 minutes - 2 hours, 59minutes       [***]
        3 hours - 5 hours, 59 minutes         [***]
        6 hours - 8 hours, 59 minutes         [***]
        9 hours - 11 hours, 59 minutes        [***]
        12 hours - 14 hours, 59 minutes       [***]
        15 hours  - 23 hours, 59 minutes      [***]
</TABLE>

         *Two or more interruptions of 15 minutes or more during any one 24-hour
          period shall be considered as one interruption.

        8.2.2 Interruptions Over 24 Hours and Less Than 72 Hours. [***] No more
              than one full day's credit will be allowed for any period of 24
              hours.

        8.2.2 Interruptions Over 72 Hours. [***]



*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                           MCI WORLDCOM CONFIDENTIAL

                                       3
<PAGE>   5

                                  SCHEDULE TWO
                           MASTER TERMS AND CONDITIONS


1. Services. MCI WORLDCOM shall provide to Customer the Services described in
the Service Schedules attached to the Agreement at the applicable rates,
discounts, and other terms and conditions described in the applicable Service
Schedule. Certain Services are provided by MCI WORLDCOM to Customer pursuant to
a Tariff filed by MCI WORLDCOM in the local jurisdiction where such Service is
provided ("Tariffed Services"). This Agreement incorporates by reference the
terms of each such Tariff as they apply to such Tariffed Services. For Tariffed
Services, in the event of conflict between the terms of the applicable Tariff
and this Agreement, the order of precedence shall be: the applicable Service
Schedule, this Schedule Two, and then the applicable Tariff. For Services not
provided by MCI WORLDCOM pursuant to a Tariff, such Services shall be provided
in accordance with the terms and conditions of this Agreement. To the extent
that such terms and conditions are not provided in this Agreement, the terms and
conditions set forth in the US Tariff (as defined in Schedule Three) shall be
incorporated herein with respect to such Service if there is a US Tariffed
Service that corresponds to the non-Tariffed Service to the extent permissible
and not superseded by applicable local law and regulations. Customer is a resale
common carrier subject to the Communications Act of 1934, as amended. The
Agreement is entered into pursuant to Section 211 of the Communications Act of
1934, as amended. For non-Tariffed Services, in the event of conflict between
this Agreement and the US Tariff, the order of precedence shall be: the
applicable Service Schedule, this Schedule Two, and then the applicable US
Tariff. Notwithstanding anything in this Agreement to the contrary, MCI WORLDCOM
may adjust its rates or charges, or impose additional rates and charges, in
order to recover amounts it may be required by governmental or
quasi-governmental authorities to collect from or pay to others to support
statutory or regulatory programs during the course of this Agreement.

     1.1 Detariffing. If, prior to the expiration of the Term of this Agreement,
MCI WORLDCOM voluntarily or involuntarily, as a result of government or judicial
action, cancels, in whole or in part, any Tariff on file, where the affected
provisions prior to such cancellation applied to any service(s) MCI WORLDCOM
provides under this Agreement, then effective on such cancellation and for the
remainder of the Term, this Agreement shall consist of the following, in order
of precedence from (a) through (c):

     (a) MCI WORLDCOM Tariff provisions that remain in effect ("Effective
Tariffs"), as MCI WORLDCOM may amend from time to time in accordance with law;
and

     (b) Specific provisions contained in this Agreement that expressly apply in
lieu of, or that apply in addition to, provisions contained in Effective Tariffs
and/or in MCI WORLDCOM's standard Guide to Services and Pricing ("Price Guide");
and

     (c) Provisions contained in the Price Guide to the extent that (a) and (b)
above are not applicable. MCI WORLDCOM may amend the Price Guide from time to
time and will maintain the Price Guide open for public inspection at one or more
offices during normal business hours. Immediately prior to the cancellation of
any Tariff provisions applicable to service(s) provided under this Agreement,
MCI WORLDCOM shall incorporate such provisions into the Price Guide and if MCI
WORLDCOM fails to incorporate any such provisions, such provisions shall be
deemed incorporated into this Agreement as if MCI WORLDCOM had so incorporated
such provisions in the Price Guide.

     In all events, the applicable rates and rate schedules shall continue to be
subject to any discounts, waivers, credits, or restrictions on rate changes that
may be contained in this Agreement for Tariffed Services. Where rate and/or
discount adjustments would have been made by reference to any canceled Tariff
rate, rate schedule, discount and/or discount schedule, these adjustments shall
instead be made by reference to the Price Guide. To the extent that any
adjustment to Tariffed rates, rate schedules, discounts and/or discount
schedules is permitted under this Agreement, such adjustment may be made by MCI
WORLDCOM to its Price Guide.

     1.2 Effect of Tariffing. If, at any time during the Term, MCI WORLDCOM
tariffs any of the non-Tariffed Services provided to Customer under this
Agreement (each a "Newly Tariffed Service"), Customer agrees that the Tariff
shall govern with respect to the Newly Tariffed Service and to incorporate such
Newly Tariffed Service into the appropriate Service Schedule. Such Service
Schedule shall contain the same rates, charges, discounts, term commitment, and
volume commitment for the Newly Tariffed Service as set forth herein.

2. Payment of MCI WORLDCOM Invoices. Unless otherwise specified in an GSA
Schedule attached hereto, all amounts due for Services shall be billed in U.S.
Dollars. Customer is required to pay MCI WORLDCOM for Services, including any
applicable underutilization charges and/or early termination charges, within
thirty (30) days after the date of MCI WORLDCOM's invoice. Amounts not paid
within thirty (30) days after the date of the invoice will be considered past
due and a failure to perform a material obligation under this Agreement, and MCI
WORLDCOM may terminate this Agreement or the applicable GSA Schedule immediately
upon written notice of any sum past due or pursuant to the terms of any
applicable Tariff. Independent of such payment obligations, Customer shall make
a separate claim in writing, with adequate support, for any credit for service
interruption to which Customer believes itself entitled hereunder, and MCI
WORLDCOM and Customer will promptly address such claim. If Customer does not
give MCI WORLDCOM written notice of a dispute with respect to any charges within
six (6) months of the date an invoice was rendered, such invoice shall be deemed
to be correct and binding. Failure of MCI WORLDCOM to invoice Customer in a
timely manner for any amounts due hereunder shall not be deemed a waiver by MCI
WORLDCOM of its rights to payment therefor. Where an element of a Service is
considered to be rendered directly from a third party carrier to Customer and
where said carrier does not have a one-stop billing arrangement with MCI
WORLDCOM that allows MCI WORLDCOM to bill Customer on behalf of such third
party, Customer agrees to pay for said element directly to such third party
carrier.

3. Taxes and Access Charges.

     3.1 Domestic and International Taxes


                           MCI WORLDCOM CONFIDENTIAL

                                       1
<PAGE>   6

     (a) All charges are exclusive of federal, state, local, and foreign sales,
use, excise, utility, gross receipts, value added taxes (VAT), other similar
tax-like charges and tax-related surcharges as provided in MCI WORLDCOM's F.C.C.
and state tariffs, and other similar tax-like charges levied by any duly
constituted authority, which Customer agrees to pay.

     (b) In the event that Customer provides MCI WORLDCOM with a duly authorized
exemption certificate, MCI WORLDCOM agrees to exempt Customer from such taxes if
and as provided by applicable law, effective on the date the exemption
certificate is received by MCI WORLDCOM.

     (c) Taxes based on MCI WORLDCOM's net income shall be the sole
responsibility of MCI WORLDCOM; provided that, if Customer is required by the
laws of any foreign tax jurisdiction to withhold income or profits taxes from
any payment, Customer shall, within 90 days of the date of such withholding,
provide to MCI WORLDCOM official tax certificates documenting remittance of such
taxes to the relevant tax authorities. Such tax certificates shall be in a form
sufficient under the U.S. Internal Revenue Code to document the qualification of
such income or profits tax for the foreign tax credit allowable against MCI
WORLDCOM's U.S. corporation income tax, and shall be accompanied by an English
translation. Upon receipt of such certificates, MCI WORLDCOM will issue Customer
a billing credit for the amounts represented thereby.

     3.2 Pass-Through Charges. Unless otherwise provided for in the applicable
product description contained in a GSA Schedule, MCI WORLDCOM will pass through
to Customer, and Customer shall be solely responsible for, any charges
(including, without limitation, installation charges), fees, taxes and terms and
conditions of service imposed by domestic and international access/egress
service suppliers in relation to the provision of Services, including, but not
limited to, rate fluctuations in tariffs, communications charges and access
charges that are imposed or enacted by access suppliers after the Service
Effective Date. Customer shall be responsible for any gains or losses associated
with fluctuations in the exchange rate and/or timing of payment where access
charges are billed in non-U.S. currency and are to be paid by Customers in U.S.
Dollars.

4. Customer Obligations. In addition to the other obligations of Customer
contained in this Agreement, including, but not limited to, any specific
Customer obligations contained in a GSA Schedule, Customer shall be responsible
for the following obligations.

     4.1 Customer-Obtained Facilities. Customer is responsible for obtaining,
installing, and maintaining all equipment, software, wiring, power sources,
telephone connections and/or communications services necessary for
inter-connection with MCI WORLDCOM's network or otherwise for use in conjunction
with the applicable Services ("Facilities"). Customer is responsible for
ensuring that such Facilities are compatible with MCI WORLDCOM's requirements
and that they continue to be compatible with subsequent revision levels of MCI
WORLDCOM-provided equipment, software and services. MCI WORLDCOM is not
responsible for the availability, capacity and/or condition of any Facilities
not provided by MCI WORLDCOM. The Customer shall obtain and hereby grants to MCI
WORLDCOM all licenses, waivers, consents, or registrations necessary to deliver,
install, and keep installed at the Customer site the MCI WORLDCOM equipment.

     4.2 Security. Customer shall, at its own expense, take all reasonable
physical and information systems security measures necessary to protect all
equipment, software, data and systems located on Customer's premises or
otherwise in Customer's control and used in connection with the Services,
whether owned by Customer, MCI WORLDCOM, or MCI WORLDCOM's subcontractors.
Customer acknowledges and agrees that MCI WORLDCOM is not liable, either in
contract or in tort, for any loss resulting from any unauthorized access to or
alteration of, theft, destruction, corruption, or use of, Facilities used in
connection with the Services.

     4.3 Customer Sites. Customer agrees to provide MCI WORLDCOM and its
subcontractors and their respective employees and agents access to Customer's
sites where any Services are provided (including access to associated equipment)
as necessary for MCI WORLDCOM and its subcontractors to perform the Services.

5. Software and Documentation. Software and related documentation provided by
MCI WORLDCOM to Customer in connection with the Services and not otherwise
subject to either a separate written agreement executed between MCI WORLDCOM and
Customer or to an accompanying shrink wrap license (collectively the "Software")
is subject to the following:

     (a) In consideration for payment of any applicable fees, Customer is
granted a personal, non-exclusive, non-transferable license to use the Software,
in object code form only, solely in connection with the Services for Customer's
internal business purposes on Customer-owned or Customer-leased equipment (the
"License"). Customer shall not use the Software (i) in connection with the
products and/or services of any third party, or (ii) to provide services for the
benefit of any third party, including without limitation as a service bureau.

     (b) Customer may make one copy of the Software, other than the
documentation, for archival or back-up purposes only, provided that any
copyright and other proprietary rights notices are reproduced on such copy.
Customer shall not make any copies of documentation provided as part of the
Software.

     (c) Customer shall not: (i) attempt to reverse engineer, decompile,
disassemble or otherwise translate or modify the Software in any manner; or (ii)
sell, assign, license, sublicense or otherwise transfer, transmit or convey
Software, or any copies or modifications thereof, or any interest therein, to
any third party.

     (d) All rights in the Software, including without limitation any patents,
copyrights and any other intellectual property rights therein, shall remain the
exclusive property of MCI WORLDCOM and/or its licensors. Customer agrees that
the Software is the proprietary and confidential information of MCI WORLDCOM
and/or its licensors subject to the provisions of Section 6 ("Confidential
Information") below.

     (e) Except to the extent otherwise expressly agreed by the parties in
writing, MCI WORLDCOM has no obligation to provide maintenance or other support
of any kind for the Software, including without limitation any error
corrections, updates, enhancements or other modifications.

     (f) The License shall immediately terminate upon the earlier of: (i)
termination or expiration of this Agreement; (ii) termination of the Service(s)
with which the Software is intended


                           MCI WORLDCOM CONFIDENTIAL

                                       2
<PAGE>   7

for use; or (iii) failure of Customer to comply with any provisions of this
Section. Upon termination of any License, at MCI WORLDCOM's option, Customer
shall promptly either (i) destroy all copies of the Software in its possession,
or (ii) return all such copies to MCI WORLDCOM, and in either event provide a
written officer's certification confirming the same.

6. Confidential Information.

     6.1 Obligations. The recipient party shall protect all information received
from the disclosing party or otherwise discovered by the recipient party during
the course of this Agreement, including without limitation all information
relating to the other party's technology, research and development, business
affairs, pricing, the terms of this Agreement, or such information of the other
party that may be reasonably understood from legends, the nature of such
information itself and/or the circumstances of such information's disclosure, to
be confidential and/or proprietary to the owning party or to third parties to
which a party owes a duty of non-disclosure (collectively the "Confidential
Information") from disclosure to others, using the same degree of care used to
protect it's own proprietary information of like importance, but in any case
using no less than a reasonable degree of care, and shall further use such
Confidential Information only for the purpose of this Agreement. Confidential
Information may be disclosed in written or other tangible form (including on
magnetic media) or by oral, visual or other means. Except as otherwise provided
in Section 5 ("Software and Documentation"), the recipient party may make such
copies of Confidential Information in tangible form as are reasonably required
in connection with its use as permitted under this paragraph.

     6.2 Exceptions. The foregoing restrictions on use and disclosure of
Confidential Information do not apply to information that: (i) is publicly known
at the time of the owning party's communication thereof to the recipient party;
(ii) is, or becomes publicly known, through no fault of the recipient party
subsequent to the time of owning party's communication thereof to the recipient
party; (iii) is received by the recipient party free of any obligation of
confidence prior to the time such information is received by the recipient
party; provided however, that the recipient party immediately informs the owning
party in writing to establish the recipient party's prior possession; (iv) is
developed independently by the recipient party independently of, and without
reference to, the Confidential Information or other information of the owning
party; (v) is rightfully obtained by the recipient party from third parties
authorized to make such disclosure without restriction; or (vi) is identified in
writing by the owning party as no longer proprietary or confidential.

     6.3 Required Disclosures. In the event a party is required by law,
regulation or court order to disclose any Confidential Information, the party
required to make such disclosure will promptly notify the owning party in
writing prior to making any such disclosure in order to facilitate the owning
party seeking a protective order or other appropriate remedy from the
appropriate body. Each party agrees to cooperate with the other party in seeking
such order or other remedy. Additionally, if the owning party is not successful
in precluding the requesting legal body from requiring the disclosure of the
Confidential Information, the party required to make such disclosure will
furnish only that portion of the Confidential Information which is legally
required and will exercise all reasonable efforts to obtain reliable assurances
that confidential treatment will be accorded the Confidential Information.

     6.4 Destruction of Information. At the owning party's option, the recipient
party shall promptly either destroy all Confidential Information in tangible
form in its possession, or return all such copies to the owning party, and in
either event provide a written officer's certification confirming the same,
promptly upon the earlier of: (i) the owning party's written request; or (ii)
the expiration or earlier termination of this Agreement.

     6.5 Remedies. The parties acknowledge that Confidential Information is
unique and valuable to the owning party, and that disclosure in breach of this
Agreement will result in irreparable injury to the owning party for which
monetary damages alone would not be an adequate remedy. Therefore, Customer
agrees that in the event of a breach or threatened breach of confidentiality,
the owning party shall be entitled to specific performance and injunctive or
other equitable relief as a remedy for any such breach or anticipated breach
without the necessity of posting a bond. Any such relief shall be in addition to
and not in lieu of any appropriate relief in the way of monetary damages.

7. Termination.

     7.1 Discontinuation of Business. Either party may terminate this Agreement
immediately upon written notice to the other party if such other party
dissolves, discontinues or terminates its business operations to which this
Agreement pertains or such other party makes any assignment for the benefit of
creditors.

     7.2 Termination by MCI WORLDCOM. MCI WORLDCOM may terminate this Agreement
(or the applicable portion thereof) immediately upon notice to Customer if (a)
MCI WORLDCOM is unable to obtain or maintain any U.S. or foreign governmental
license, waiver, consent, registration or approval needed to provide any
facility or Service hereunder; (b) the continued provision of a facility or
Service would contravene any local, state, national, foreign or international
regulation, law, or tariff or violate any policy of any MCI WORLDCOM
correspondent or interconnected carrier; (c) interruption or termination of a
Service is necessary to prevent or protect against fraud or otherwise protect
MCI WORLDCOM's personnel, agents, facilities, or services; (d) MCI WORLDCOM is
unable to continue to provide a third-party subcontractor's, vendor's or
interconnected carrier's facility, component of equipment, or service for any
reason, provided, however, that where such third party has ceased to provide any
facility, equipment, or service, MCI WORLDCOM will exercise commercially
reasonable efforts to continue to provide to Customer a comparable facility,
equipment, or service by or through another vendor under comparable terms and
conditions; (e) MCI WORLDCOM discovers that Customer provided false information
to MCI WORLDCOM regarding Customer's identity, credit-worthiness, or its planned
use of the Service(s); (f) Customer fails to perform a material obligation under
this Agreement, other than non-payment of Service, which failure is not remedied
within thirty (30) days of Customer's receipt of written notice thereof; or (g)
Customer fails to pay an invoice for Services under this Agreement within thirty
(30) days after Customer's receipt of MCI WORLDCOM's invoice.

     7.3 Termination of a Service Schedule. Either party may terminate a Service
Schedule in accordance with the termination provisions of the applicable Service
Schedule.


                           MCI WORLDCOM CONFIDENTIAL

                                       3
<PAGE>   8

     7.4 Customer's Termination Liability. If (a) Customer terminates this
Agreement during the Term, for reasons other than to take service under another
arrangement with MCI WORLDCOM having equal or greater term and volume
requirements; or (b) MCI WORLDCOM terminates this Agreement in accordance with
Sections 7.2(f) or (g), then Customer will pay termination charges in accordance
with Schedule One. If Customer terminates a Service Schedule other than in
accordance with that Schedule; or (b) MCI WORLDCOM terminates a Service Schedule
in accordance with that Schedule, then Customer will pay termination charges in
accordance with the applicable Schedule.

     7.5 Service Orders. Customer shall request the delivery of dedicated local
access services by executing a service order in form and substance satisfactory
to MCI WORLDCOM (the "Service Order"). The Service Order sets forth the place of
delivery, circuit contracted term, pricing and other details. All Service Orders
are subject to the terms and conditions of this Agreement. A separate Service
Order must be completed for each circuit ordered. Customer will be responsible
for payment of the rates and charges for the contracted term, as set forth in
each Service Order. Each Service Order shall survive the termination or
expiration of this Agreement; provided, however, that MCI WORLDCOM may terminate
one or more Service Orders if MCI WORLDCOM terminates this Agreement pursuant to
Section 7 hereof. If Customer terminates a Service Order prior to the end of
[***] (the "Minimum Installation Period") for reasons other than for "Cause" (as
defined in Section 6 of Schedule One) or if MCI WORLDCOM terminates a Service
Order for Cause prior to the Minimum Installation Period for any circuit, then
Customer will pay within thirty (30) days after such termination: [***]
Notwithstanding a termination of a Service Order, the Agreement and other
Service Orders will remain in full force and effect unless expressly terminated
as permitted by this Agreement.

8. Indemnification. Each party agrees to defend, at its own expense, and
indemnify and hold harmless the other party and its subcontractors (collectively
the "Indemnitees"), from and against any claims, suits, damages and expenses for
personal property, death or bodily harm, brought by a third party and asserted
against or incurred by any of the Indemnitees arising out of or relating to: (a)
either party's acts, omissions and/or breach of its obligations under this
Agreement. In addition, Customer agrees to defend, at its own expense, and
indemnify and hold harmless MCI WORLDCOM and its Indemnities from and against
any claims, suits, damages and expenses asserted by a third party against or
incurred by any of the MCI WORLDCOM Indemnities arising out of or relating to:
(a) use of any Services or related products and documentation provided to
Customer hereunder; (b) Customer's connection of any MCI WORLDCOM product or
service to any third party service or network, including without limitation,
damages resulting from unauthorized use of, or access to, MCI WORLDCOM's
network, (c) the violation of any FCC or other applicable international,
federal, state or local law or regulation by Customer; and (d) the accuracy of
or authorization for any service orders submitted by Customer hereunder. In
accordance with the indemnifications set forth in this Section, each party shall
pay all damages, settlements, expenses and costs, including costs of
investigation, court costs and reasonable attorneys' fees and costs (including
allocable costs of in-house counsel) incurred by the other party's Indemnitees,
including, without limitation, reasonable attorneys' fees and costs (including
allocable costs of in-house counsel) incurred in enforcing this Agreement.
Customer shall be fully responsible to MCI WORLDCOM for all acts or omissions of
Customer's employees, customers, end-users (whether authorized users or
otherwise), vendors, subcontractors, and agents with respect to the ordering or
use of the Services provided hereunder, or in any respect related to the
provisions or subject matter of this Agreement.

9. Disclaimer of Certain Damages/ of MCI WORLDCOM's Liability.

     9.1 Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN THIS
AGREEMENT AND THE GSA SCHEDULES, MCI WORLDCOM MAKES NO WARRANTIES, EXPRESS OR
IMPLIED, AS TO ANY MCI WORLDCOM SERVICES, RELATED PRODUCT OR DOCUMENTATION. MCI
WORLDCOM SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.

     9.2 Disclaimer of Certain Damages. NEITHER PARTY SHALL BE LIABLE TO THE
OTHER FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR
PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF USE OR LOST BUSINESS,
REVENUE, PROFITS, OR GOODWILL, ARISING IN CONNECTION WITH THIS AGREEMENT, THE
SERVICES, RELATED PRODUCTS, DOCUMENTATION AND/OR THE INTENDED USE THEREOF, UNDER
ANY THEORY OF TORT, CONTRACT, WARRANTY, STRICT LIABILITY OR NEGLIGENCE, EVEN IF
THE PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES.

     9.3 Limitation of MCI WORLDCOM's Liability. WITHOUT LIMITATION OF THE
PROVISIONS OF SECTION 9.2 ABOVE, THE TOTAL LIABILITY OF MCI WORLDCOM TO CUSTOMER
IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF (A) DIRECT
DAMAGES PROVEN BY CUSTOMER OR (B) THE AGGREGATE AMOUNTS PAID BY CUSTOMER TO MCI
WORLDCOM UNDER THIS AGREEMENT FOR THE ONE (1) MONTH PERIOD PRIOR TO ACCRUAL OF
SUCH CAUSE OF ACTION FOR THE SPECIFIC PRODUCT OR SERVICE WHICH FORMS THE BASIS
FOR SUCH CAUSE OF ACTION. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF
ACTIONS AND CLAIMS, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.
FURTHER, MCI WORLDCOM'S LIABILITY WITH RESPECT TO INDIVIDUAL MCI WORLDCOM
SERVICES MAY ALSO BE LIMITED PURSUANT TO THE TERMS AND CONDITIONS OF THE
APPLICABLE GSA SCHEDULE. CUSTOMER ACKNOWLEDGES AND ACCEPTS THE REASONABLENESS OF
THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY.

10. Compliance with Laws. All Services are provided subject to applicable local
laws and regulation, including the applicable Tariffs and price lists of MCI
WORLDCOM, in the countries in which Service is provided. Customer is responsible
for complying with all laws and regulations including, without limitation, (i)


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                           MCI WORLDCOM CONFIDENTIAL

                                       4
<PAGE>   9

local license or permit requirements, (ii) export, import and customs laws and
regulations (such as the export and re-export controls under the U.S. Export
Administration Regulations and/or similar regulations of the U.S. or any other
country) which may apply to certain equipment, software and technical data
provided hereunder, and (iii) foreign corrupt practices acts. Notwithstanding
the foregoing, MCI WORLDCOM does not represent that any necessary import, export
or customs licenses or approvals will be granted with respect to Services
provided hereunder.

11. Resale of MCI WORLDCOM Services.

     11.1 In reselling Services under this Agreement, Customer agrees to sell
and bill its own services under Customer's own name, identity or mark, and
Customer further agrees not to reference MCI WORLDCOM name or marks in any
context involving Customer's furnishing of services to the public. In addition
to other applicable remedies, MCI WORLDCOM shall be entitled to seek injunctive
relief with respect to any violation of this Paragraph 11. Any opportunity to
cure a breach of this Paragraph shall be subject to MCI WORLDCOM's reasonable
satisfaction as to the curability of the original injury caused by such breach
and the effectiveness of any attempted cure. MCI WORLDCOM's right to enforce
this Paragraph as a material provision of this Agreement shall not in any manner
require a showing of financial, legal or other loss or injury to MCI WORLDCOM of
any kind

     11.2 Customer agrees that it will obtain and maintain any and all approvals
to resell the Services hereunder from the FCC, including requirements imposed by
Section 214 of the Communications Act of 1934, as amended, and state regulatory
bodies. In the event Customer fails to obtain or maintain the appropriate
approvals, MCI WORLDCOM shall not be liable for any suspension of service or
other delay or failure to provide the Services.

     11.3 Customer shall have sole responsibility for interacting with its
customers in all matters pertaining to service, including the placing and
handling of service orders, service installation, operation and termination,
dispute handling and resolution, and billing and collection matters. MCI
WORLDCOM shall incur no obligation, nor shall it be deemed to have any
obligation, to interact with Customer's customers and end users ("End Users")
for any reason or purpose. Customer shall cooperate with MCI WORLDCOM as
necessary to address and resolve service-related issues and problems and shall
impose upon its customers an obligation to cooperate with Customer in addressing
and resolving service-related issues and problems.

     11.4 Customer understands and accepts that, as part of MCI WORLDCOM's
normal business policy and practices and its obligations under law, MCI WORLDCOM
will engage in extensive marketing efforts in an attempt to sell its services to
the public and that such efforts will result in active competition with Customer
for the business of users who are Customer's End Users or prospects, provided
MCI WORLDCOM will not use Confidential Information to actively compete with
Customer. Under no circumstance shall any inference be derived that MCI
WORLDCOM's entry into this Agreement with Customer means that MCI WORLDCOM will
restrict its efforts to compete against Customer in any way.

     11.5 Customer understands and accepts that no fiduciary relationship arises
by virtue of this Agreement and that, accordingly, MCI WORLDCOM incurs none of
the obligations that arise in such relationship as an incident of its fulfilling
its obligations under this Agreement. Further, Customer understands and accepts
that MCI WORLDCOM neither insures the profits for Customer nor guarantees the
success of Customer's business as a result of Customer's receipt of Services
under this Agreement.

12. Miscellaneous.

     12.1 Assignment. Neither party may assign this Agreement or any of its
rights hereunder without the prior written consent of the other party, which
consent shall not be unreasonably withheld; provided however that either party
may assign this Agreement or any of its rights hereunder to an affiliate without
the written consent of the other party. Subject to the foregoing, in the event
of any assignment of this Agreement or any rights hereunder by either party, the
assigning party shall remain liable for the performance of its obligations
hereunder. Any attempted transfer or assignment of this Agreement by either
party not in accordance with the terms of this Section 12.1 shall be null and
void. MCI WORLDCOM will not withhold consent in the event of a merger, sale or
change or transfer of controlling interest to another entity provided such
entity meets MCI WORLDCOM's credit approval.

     12.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Illinois without regard to its
choice of law principles, except to the extent the Communications Act of 1934,
as amended, applies.

     12.3 English Language. In the event of a conflict between this Agreement
and any subsequent translations, this English language version shall prevail.

     12.4 Arbitration. Not withstanding Tariffed rules for the arbitration of
Customer payment disputes, any and all disputes arising out of or related to
this Agreement, including, but not limited to, tort claims, shall be submitted
to J.A.M.S./ENDISPUTE for final and binding arbitration pursuant to the
J.A.M.S./ENDISPUTE Arbitration Rules and Procedures in effect on the date of
commencement of arbitration, and as modified by this Section. The arbitration
shall be conducted in accordance with the United States Arbitration Act, 9
U.S.C. 1 et seq. ("USAA"), notwithstanding any choice of law provision in this
Agreement. Each party shall bear the fees and costs it incurs in preparing and
presenting its own case. The parties agree that Chicago, Illinois shall be the
location for the arbitration hearing. Any controversy over whether an issue is
arbitrable shall be determined by the arbitrator. The arbitrator shall have no
authority to award punitive or exemplary damages. The award may be confirmed and
enforced in any court of competent jurisdiction. All post-award proceedings
shall be governed by the USAA.

     12.5 Enforceability. If any paragraph or clause of this Agreement shall be
held to be invalid or unenforceable by any body or entity of competent
jurisdiction, then the remainder of the Agreement shall remain in full force and
effect and the parties shall promptly negotiate a replacement provision or agree
that no replacement is necessary.

     12.6 No Waiver. Neither party's failure, at any time, to enforce any right
or remedy available to it under this Agreement shall be construed to be a waiver
of such party's right to enforce each and every provision of this Agreement in
the future.

     12.7 Notice. Any notice required to be given under this Agreement shall be
in writing, in English, and transmitted via facsimile, overnight courier, hand
delivery or certified or


                           MCI WORLDCOM CONFIDENTIAL

                                       5
<PAGE>   10

registered mail, postage prepaid and return receipt requested, to the parties at
the addresses on the signature page of this Agreement or such other addresses as
may be specified by written notice. Notice sent in accordance with this Section
shall be deemed effective when received. A Party may from time to time designate
another address or addresses by notice to the other party in compliance with
this Section.

     12.8 Force Majeure. Any delay in or failure of performance by either party
under this Agreement shall not be considered a breach of this Agreement if and
to the extent caused by events beyond the reasonable control of the party
affected, including but not limited to acts of God, embargoes, governmental
restrictions, strikes (other than those only affecting Customer), riots, wars or
other military action, civil disorders, rebellion, fires, floods, vandalism, or
sabotage. Market conditions and/or fluctuations (including a downturn of
Customer's business) shall not be deemed force majeure events. The party whose
performance is affected by such events shall promptly notify the other party,
giving details of the force majeure circumstances, and the obligations of the
party giving such notice shall be suspended to the extent caused by the force
majeure and so long as the force majeure continues, and the time for performance
of the affected obligation hereunder shall be extended by the time of the delay
caused by the force majeure event.

     12.9 Use of Facilities and Equipment. MCI WORLDCOM's obligation under this
Agreement is to furnish services consisting of facilities and equipment that is
exclusively of MCI WORLDCOM's choosing. Unless otherwise provided for in this
Agreement, MCI WORLDCOM may substitute facilities or equipment used to furnish
the Services or substitute comparable service for any Service furnished under
this Agreement, at any time.

     12.10 Survival. The provisions of this Agreement which by their nature are
intended to survive this agreement shall survive the termination or expiration
of this Agreement.

     12.11 Entire Agreement. This Agreement, including the Tariffs and GSA
Schedules, constitutes the entire agreement between the parties with respect to
its subject matter, and as to all other representations, understandings or
agreements which are not fully expressed herein. No amendment to this Agreement
shall be valid unless in writing and signed by both parties; provided however,
that MCI WORLDCOM may modify its Tariffs from time to time in accordance with
law and thereby affect the services furnished to Customer. Section titles or
references used in this Agreement shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreements among the
parties evidenced hereby.

     12.12 Signature Authorization. The parties have duly executed and agreed to
be bound by this Agreement as evidenced by the signatures of their authorized
representatives. Each party represents and warrants to the other that the
signatory identified beneath its name has full authority to execute this
Agreement on its behalf.


                           MCI WORLDCOM CONFIDENTIAL

                                       6
<PAGE>   11

                                 SCHEDULE THREE

                         UNITED STATES TARIFFED SERVICES

1. Service Provisioning and Receipt. MCI WORLDCOM will provide to Customer, as
applicable, international, interstate, intrastate telecommunications service(s)
pursuant to the applicable tariffs and price lists of MCI WORLDCOM and its
U.S.-based affiliates (individually, a "US Tariff" and collectively, the "US
Tariffs"), each as supplemented by this Schedule Three to the extent permitted
by law. This Schedule Three incorporates by reference the terms of each such US
Tariff. Notwithstanding anything in this Agreement to the contrary, MCI WORLDCOM
may modify its Tariffs from time to time in accordance with law and thereby
affect the services furnished to Customer. This Schedule Three is a "Specialized
Customer Arrangement" as defined in Section B-17.03 of the MCI WORLDCOM Network
Services, Inc. Tariff FCC No. 1.

2. Services. Attachment 3-1, attached hereto and incorporated by reference,
contains additional rates, discounts and certain other provisions applicable to
the Services provided to Customer pursuant to this Schedule Three and the US
Tariffs (the "US Tariffed Services").

3. Tariff Option. MCI WORLDCOM shall, if required, file a Tariff Option
consistent with the terms of this Attachment 3-1.

4. Definitions Capitalized terms not otherwise defined in this Agreement shall
have the definition given to them in MCI FCC Tariff No. 1 and other filed and
effective tariffs of MCI WORLDCOM affiliates.


                           MCI WORLDCOM CONFIDENTIAL

                                       1
<PAGE>   12

                                 ATTACHMENT 3-1


1.  RATES AND DISCOUNTS FOR THE SERVICES. Customer will pay the below rates and
    receive the below discounts, if any, for the Services specified below.
    References in this Attachment 3-1 to standard Tariffed rates and/or
    discounts refer to the corresponding standard MCI WORLDCOM On-Net Service
    rates and/or discounts set forth in the applicable US Tariffs for such
    service(s), as MCI may amend from time to time. All references to
    "intrastate" and "interstate" contained herein shall refer to domestic US
    Tariffed Services only. For any Postalized Rates which fluctuate with
    changes in the Tariffs, those Postalized Rates will be adjusted on the first
    day of each January during each calendar year of the Term by an amount equal
    to the same percentage by which the corresponding standard Tariffed rates
    were adjusted during the immediately preceding calendar year. The rates set
    forth in Sections 1.1 and 1.2 will remain fixed for the Term. [***] MCI
    WORLDCOM will bill Customer the then-tariffed installation charges at the
    time of termination.


    1.1 DOMESTIC PRIVATE LINE SERVICE (OPTION 1). For domestic Private Line
        Service, Customer will pay the following mileage-based monthly recurring
        charges for DS-3, OC-3, and OC-12 circuits. If the Voice Grade
        Equivalent (VGE) mileage rate for any circuit is less that the minimum
        monthly recurring charges set forth below, Customer will pay the minimum
        monthly recurring charge in lieu of the VGE mileage rate.

<TABLE>
<CAPTION>
Circuit Type      Voice Grade Equivalent Mileage Rate      Minimum Monthly Recurring Charge
------------      -----------------------------------      --------------------------------
<S>               <C>                                      <C>
DS-1              [***]                                    [***]
DS-3              [***]                                    [***]
OC-3              [***]                                    [***]
OC-12             [***]                                    [***]
</TABLE>


    1.2 METRO PRIVATE LINE SERVICE (TYPE 1).

        1.2.1  Customer will pay the monthly recurring charges for DS-1 and DS-3
               circuits as set forth below for On-Net Metro Private Line Service
               based upon the incumbent local exchange carrier (ILEC) region.
               Dedicated access charges are included in the monthly recurring
               charges:

<TABLE>
<CAPTION>
CIRCUIT TYPE          AMERITECH          BELL ATLANTIC      BELL SOUTH         NYNEX-NY
------------          ---------          -------------      ----------         --------
<S>                   <C>                <C>                <C>                <C>

DS-1

0 Mile                [***]              [***]              [***]              [***]
1 Mile                [***]              [***]              [***]              [***]
Each Add'l Mile       [***]              [***]              [***]              [***]


DS-3

0 Mile                [***]              [***]              [***]              [***]
1 Mile                [***]              [***]              [***]              [***]
Each Add'l Mile       [***]              [***]              [***]              [***]
</TABLE>

<TABLE>
<S>              <C>       <C>              <C>      <C>         <C>
CIRCUIT TYPE     NYNEX     PACIFIC BELL     SNET     SW BELL     US WEST
</TABLE>


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                           MCI WORLDCOM CONFIDENTIAL

                                       1
<PAGE>   13

<TABLE>
DS-1

<S>               <C>             <C>             <C>             <C>             <C>
0 Mile            [***]             [***]             [***]             [***]             [***]
1 Mile            [***]             [***]             [***]             [***]             [***]
Each Add'l Mile   [***]             [***]             [***]             [***]             [***]

DS-3

0 Mile            [***]             [***]             [***]             [***]             [***]
1 Mile            [***]             [***]             [***]             [***]             [***]
Each Add'l Mile   [***]             [***]             [***]             [***]             [***]
</TABLE>

        1.2.2  On-Net DS-3 Hubs. For On-Net DS-3 Hubs (Type 1 only), Customer
               will pay a monthly recurring charge equal to [***] per mile per
               DS-3 Hub. Customer will pay a one-time installation charge of
               [***] per DS-3 Hub. Dedicated access charges are included in the
               monthly recurring charge.

        1.2.3  On-Net DS-1 End Links. For On-Net DS-1 End Links (Type 1 only),
               Customer will pay a monthly recurring charge of [***] per mile
               for each DS-1 End Link. Dedicated access charges are include in
               the monthly recurring charge.

        1.2.4  On-Net Sonet Inter Office Channels. For On-Net Sonet Inter-Office
               Channels (Type 1 only), Customer will pay a monthly recurring
               charge per circuit equal to [***] for such Inter-Office Channel.

    1.3 METRO PRIVATE LINE SERVICE (TYPE 2). For Metro Private Line Service
        (Type 2) for DS-0 and DS-1 circuits, Customer will pay a monthly
        recurring charge per circuit equal to the greater of: (i) [***] off the
        ILEC rate for such circuit or (ii) the offnet cost plus twenty five
        percent (25%). For Metro Private Line Service (Type 2) for DS-3
        circuits, Customer will pay a monthly recurring charge per circuit equal
        to the greater of: (i) [***] rate for such circuit or (ii) the offnet
        cost plus [***].

2.  LOCAL LOOP FACILITIES. MCI WorldCom shall, on behalf and upon Customer's
    request, obtain telecommunications facilities ("Local Loop Facilities")
    connecting Customer with a LEC or CLEC to an MCI WorldCom Point of Presence
    (POP). Customer will execute a Letter of Agency authorizing MCI WorldCom to
    interact directly with the provider(s) of these access telecommunications
    facilities on behalf of Customer. When MCI WorldCom acts as Customer's
    agent, Customer is responsible for charges, including without limitation,
    monthly charges, usage charges, installation charges, non-recurring charges,
    or applicable termination/cancellation liabilities, of the provider(s) of
    Local Loop facilities to MCI WorldCom's POP. In obtaining Local Loop
    Facilities on behalf of the Customer, MCI WorldCom shall be responsible for
    provisioning and the initial testing of an interconnection (reasonably
    coordinated with the in-service date) between such inter-exchange service
    set forth in the order and a designated Customer termination point ("Local
    Access"). [***]

3.  SERVICE MIGRATION. In the event Customer has multiple DS-1's, DS-3's, OC-3's
    or OC-12's between the same two city pairs, Customer has the option of
    ordering a larger level of service (e.g., DS-3, OC-3, OC-12, or OC-48), and
    migrate the existing circuits onto the larger bandwidth. Customer agrees to
    pay for the entire amount of the larger bandwidth at the time of
    installation of the new order. [***]


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                           MCI WORLDCOM CONFIDENTIAL

                                       2
<PAGE>   14

[***]




*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


                           MCI WORLDCOM CONFIDENTIAL

                                       3
<PAGE>   15

                                  SCHEDULE FOUR
                              NON-TARIFFED SERVICES

This Schedule Four, along with the Schedule One and Schedule Two, comprises the
non-tariffed services portion of this Agreement and contains additional rates,
discounts and certain other provisions applicable to the Services provided to
Customer pursuant to this Schedule Four. "Non-Tariffed Services means non-United
States services and "enhanced services" and associated equipment provided by MCI
WORLDCOM to Customer pursuant to this Agreement. Each Non-Tariffed Service
provided hereunder has a corresponding Attachment specifying the applicable
rates, discounts, and other terms and conditions according to which MCI WORLDCOM
will provide the Non-Tariffed Service. To the extent that the terms and
conditions of any Attachment hereunder are inconsistent with the terms and
conditions of any other portion of the GSA, the Attachment governs with respect
to the corresponding Non-Tariffed Service.


                           MCI WORLDCOM CONFIDENTIAL

                                       4
<PAGE>   16

                                 ATTACHMENT 4-1

                            UUDIRECT(SM) T1 SCHEDULE


<TABLE>
<CAPTION>
SERVICE(1)                                 MONTHLY FEE        START-UP CHARGE(2)
----------                                 -----------        ------------------
<S>                                        <C>                <C>
|_| T1 Burstable(3)                                               [***]

    |_| 0 - 128 Kbps sustained use            [***]

    |_| 128.01 - 256 Kbps sustained use       [***]

    |_| 256.01 - 384 Kbps sustained use       [***]

    |_| 384.01 - 512 Kbps sustained use       [***]

    |_| Over 512 Kbps sustained use           [***]

|_| T1 Price-Protected(4)                     [***]               [***]

|_| Double T(SM),(4)                          [***]               [***]

|_| Diverse T(SM),(4)                         [***]               [***]
</TABLE>

PRICES ABOVE DO NOT INCLUDE ANY TELCO LINE CHARGES, EQUIPMENT COSTS, OR NETWORK
APPLICATIONS FEES.(5)


TERM COMMITMENT(6) The term of this Schedule will be coterminous with the Global
Service Agreement between Customer and MCI WORLDCOM, Inc. (the "GSA").

DISCOUNT Customer will receive a [***] off monthly recurring charges on ports
only.


<TABLE>
<CAPTION>
DISCOUNTED EQUIPMENT(7) (available only with service)            PRICE
-----------------------------------------------------            -----
<S>                                                              <C>
  |_| OpenROUTE GTX 1000 router with internal T1 CSU/DSU         [***]

  |_| Additional OpenROUTE internal T1 CSU/DSU                   [***]

  |_| Cisco 2610 router with internal T1 CSU/DSU                 [***]
</TABLE>

--------

1  Connectivity is provided to Customer's organization only. Resale to or use by
   persons or entities outside of Customer's organization is prohibited. UUNET
   may suspend the service or terminate this Schedule effective upon notice for
   a violation of this prohibition.

2  To ensure proper installation, UUNET will order all telco lines. A $500
   surcharge applies to Customer-ordered lines. Installation may be scheduled
   between the hours of 8AM and 7PM ET Monday through Friday (excluding
   holidays). If Customer requires installation outside of these hours UUNET
   will charge an additional $500 fee.

3  With T1 Burstable service, Customer receives full T1 access to UUNET and can
   burst to the full 1.5 Mbps at any time. Monthly billing is based on the level
   of sustained use during the month, as determined by traffic samples taken
   every five minutes. The level under which 95% of the samples fall is the
   sustained use. Customer may move to a lower burstable service level if the
   sustained use is at or below such burstable service level for at least two
   consecutive months and Customer thereafter notifies UUNET in writing of its
   intent to move to such lower burstable service level.

4  Minimum one (1) year Term Commitment is required, but Term Commitment
   discounts do not apply.

5  Descriptions of the domain name, mail, news services, and other network
   applications available in connection with this service, and the pricing and
   additional terms applicable to these services, are set forth in the Network
   Applications Fee Schedule available at www.uu.net/terms. UUNET reserves the
   right to change the Network Applications Fee Schedule from time to time,
   effective upon posting of the changes to that URL or other notice to
   Customer.

6  Discount applicable only to Monthly Fee. At the conclusion of the Term
   Commitment, this Schedule shall continue in effect on a month-to-month basis
   at UUNET's then-current list price for the service.

7  UUNET is acting only as a reseller with respect to the hardware and software
   offered under this Schedule ("Equipment"), which was manufactured by a third
   party ("Manufacturer"). UUNET will provide first -level support for
   Equipment, but will not repair or replace Equipment. Customer's use of the
   Equipment is subject to the terms and conditions of the Manufacturer's end
   user agreement. Should Customer purchase Equipment from UUNET, UUNET will
   ship the current UUNET-tested version of the Equipment to the Customer.


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


<PAGE>   17


<TABLE>
<CAPTION>
<S>                                                              <C>
  |_| Cisco 3640 router with internal T1 CSU/DSU                 [***]

  |_| Additional Cisco internal T1 CSU/DSU                       [***]
</TABLE>

PAYMENT If Purchase Order is required, return PO with this form and provide
PO#:
    ---------------------------

                   PLEASE SIGN THIS SCHEDULE WHERE INDICATED.
                         Additional Terms and Conditions

1.  UUNET Technologies, Inc. ("UUNET") exercises no control over, and accepts no
    responsibility for, the content of the information passing through UUNET's
    host computers, network hubs and points of presence (the "UUNET Network").
    EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 BELOW, UUNET (a) MAKES NO
    WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES AND
    EQUIPMENT IT IS PROVIDING, AND (b) DISCLAIMS ANY WARRANTY OF TITLE,
    MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Use
    of any information obtained via the UUNET Network is at Customer's own risk.
    UUNET specifically denies any responsibility for the accuracy or quality of
    information obtained through its services. UUNET shall not be liable for any
    delay or failure in performance due to Force Majeure, which shall include
    without limitation acts of God, earthquake, labor disputes, changes in law,
    regulation or government policy, riots, war, fire, epidemics, acts or
    omissions of vendors or suppliers, equipment failures, transportation
    difficulties, or other occurrences which are beyond UUNET's reasonable
    control.

2.  All use of the UUNET Network and the service must comply with the
    then-current version of the UUNET Acceptable Use Policy ("Policy") which is
    made a part of this Schedule and is available at the following URL:
    www.uu.net/terms. UUNET reserves the right to amend the Policy from time to
    time, effective upon posting of the revised Policy at the URL or other
    notice to Customer. UUNET reserves the right to suspend the service or
    terminate this Schedule effective upon notice for a violation of the Policy.
    Customer agrees to indemnify and hold harmless UUNET from any losses,
    damages, costs or expenses resulting from any third party claim or
    allegation ("Claim") arising out of or relating to use of the service,
    including any Claim which, if true, would constitute a violation of the
    Policy.

3.  NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
    PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM CUSTOMER'S OR CUSTOMER'S
    USERS' USE OF THE UUNET NETWORK AND THE SERVICE INCLUDING, WITHOUT
    LIMITATION, ANY SUCH DAMAGES FOR LOSS OF DATA RESULTING FROM DELAYS,
    NON-DELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. Notwithstanding
    anything to the contrary stated in this Schedule or in the GSA, Customer's
    sole remedies for any claims relating to this service or the UUNET Network
    are set forth in Section 7 below.

4.  Networks assigned from a UUNET net-block are non-portable. Network space
    allocated by UUNET must be returned to UUNET in the event Customer
    discontinues service.

5.  Payment terms shall be as set forth in the GSA. Fees paid by Customer under
    this Agreement for UUNET services will count towards Customer's Annual
    Minimum under its existing MCI WorldCom GSA. The amount to be applied will
    be that actually paid by Customer, net of any discounts or applicable
    credits, and excluding any amount paid for taxes or tax-like surcharges or
    fees.

6.  Billing for UUNET service will commence when a UUNET hub and a functioning
    telephone circuit are prepared to route IP packets to Customer's site. The
    Start-up Charge is invoiced upon acceptance of this Schedule by UUNET.
    Charges for Equipment shall be invoiced upon shipment. Service is invoiced
    monthly in advance, and may be canceled only by 60 days' advance written
    notice. [***] UUNET reserves the right to change the rates by notifying
    Customer 60 days in advance of the effective date of the change.

7.  The Service Level Agreement ("SLA") for this service, which is made a part
    of this Schedule, is set forth at www.uu.net/terms and applies only to
    customers agreeing to a Term Commitment of at least one year. UUNET reserves
    the right to amend the SLA from time to time effective upon posting of the
    revised SLA to the URL or other notice to Customer; provided, that in the
    event of any amendment resulting in a material reduction of the SLA's
    service levels or credits, Customer may terminate this Schedule without
    penalty by providing UUNET written notice of termination during the 30 days
    following notice of such amendment. The SLA sets forth Customer's sole
    remedies for any claim relating to this service or the UUNET Network,
    including any failure to meet any guarantee set forth in the SLA. UUNET's
    records and data shall be the basis for all SLA calculations and
    determinations. Notwithstanding anything to the contrary, the maximum amount
    of credit in any calendar month under the SLA shall not exceed the Monthly
    Fee and/or Start-up Charge which, absent the credit, would


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


<PAGE>   18


    have been charged for UUNET service that month (collectively the "UUNET
    Fees"); provided, that the maximum amount of credit for failure to meet the
    Availability Guarantee shall not exceed the sum of (a) the UUNET Fees, plus
    (b) the telephone company line charge which, absent the credit, would have
    been charged for such month.

8.  Neither party may use the other party's name, trademarks, tradenames or
    other proprietary identifying symbols without the prior written approval of
    the other party. Neither party may assign or transfer any of its rights or
    obligations under this Schedule without the express, prior written consent
    of the other party; provided, that either party may assign or transfer this
    Schedule to any affiliate of such party upon advance written notice to the
    other party. No failure on the part of either party to exercise, and no
    delay in exercising, any right or remedy hereunder shall operate as a waiver
    thereof nor shall any single or partial exercise of any right or remedy
    hereunder preclude any other or further exercise thereof or the exercise of
    any other right or remedy granted hereby or by law.

9.  MCI WORLDCOM, Inc. or its affiliates or subcontractors may perform some or
    all of UUNET's duties and/or obligations hereunder.

10. This Schedule is in addition to and subject to the GSA. To the extent this
    Schedule conflicts with any provision of the GSA, this Schedule shall
    prevail. Activation of service shall indicate UUNET's acceptance of this
    Schedule. Use of the UUNET Network constitutes acceptance of this Schedule.


AGREED AND ACCEPTED BY CUSTOMER:

Signature:                                  Company Name:
          -------------------------                      -----------------------

Printed Name:                               Address:
             ----------------------                 ----------------------------

Title:
      -----------------------------         ------------------------------------

Date:                                       Telephone           Fax
     ------------------------------                  ----------    -------------


<PAGE>   19


                                 ATTACHMENT 4-2
                        UUDIRECT(SM) T3 BURSTABLE SCHEDULE

<TABLE>
<CAPTION>
SERVICE(1)                                     MONTHLY FEE    START-UP CHARGE(2)
-------                                        -----------    ------------------
<S>                                            <C>            <C>
                                                                    [***]
|_| 0 Mbps     - 3 Mbps sustained use          [***]
|_| 3.01 Mbps  - 6 Mbps sustained use          [***]
|_| 6.01 Mbps  - 7.5 Mbps sustained use        [***]
|_| 7.51 Mbps  - 9 Mbps sustained use          [***]
|_| 9.01 Mbps  - 10.5 Mbps sustained use       [***]
|_| 10.51 Mbps - 12 Mbps sustained use         [***]
|_| 12.01 Mbps - 13.5 Mbps sustained use       [***]
|_| 13.51 Mbps - 15 Mbps sustained use         [***]
|_| 15.01 Mbps - 16.5 Mbps sustained use       [***]
|_| 16.51 Mbps - 18 Mbps sustained use         [***]
|_| 18.01 Mbps - 19.5 Mbps sustained use       [***]
|_| 19.51 Mbps - 21 Mbps sustained use         [***]
|_| 21.01 Mbps - 45 Mbps sustained use         [***]
</TABLE>

PRICES ABOVE DO NOT INCLUDE ANY TELCO LINE CHARGES, EQUIPMENT COSTS(3), OR
NETWORK APPLICATIONS FEES.(4)

TERM COMMITMENT(5) Unless a different Term is selected below, the Term of this
Schedule will be coterminous with the Global Service Agreement as currently in
effect between Customer and MCI WORLDCOM, Inc. (the "GSA").

Customer shall receive a [***] off its monthly recurring charges on ports only.

PAYMENT

If a Purchase Order is required, return the PO with this form and provide
PO#:
    ----------------------------

        PLEASE SIGN THIS SCHEDULE WHERE INDICATED AFTER READING THE TERMS
                                AND CONDITIONS.

--------

1  With T3 Burstable service, Customer receives full T3 access to UUNET and can
   burst to the full 45 Mbps at any time. Monthly billing is based on the level
   of sustained use during the month, as determined by traffic samples taken
   every five minutes. The level under which 95% of the samples fall is the
   sustained use. Customer may move to a lower burstable service level if the
   sustained use is at or below such burstable service level for at least two
   consecutive months and Customer thereafter notifies UUNET in writing of its
   intent to move to such lower burstable service level.

2  To ensure proper installation, UUNET will order all telco lines. A $500
   surcharge applies to Customer-ordered lines. Installation may be scheduled
   between the hours of 8AM and 7PM ET Monday through Friday (excluding
   holidays). If Customer requires installation outside of these hours UUNET
   will charge an additional $500 fee.

3  UUNET is acting only as a reseller with respect to the hardware and software
   offered under this Schedule ("Equipment"), which was manufactured by a third
   party ("Manufacturer"). UUNET will provide first level support for Equipment,
   but will not repair or replace Equipment unless Customer has purchased CPE
   Maintenance from UUNET. Customer's use of the Equipment is subject to the
   terms and conditions of the Manufacturer's end user agreement. Should
   Customer purchase Equipment from UUNET, UUNET will ship the current
   UUNET-tested version of the Equipment to the Customer.

4  Descriptions of the domain name, mail, news services, and other network
   applications available in connection with this service, and the pricing and
   additional terms applicable to these services, are set forth in the Network
   Applications Fee Schedule available at www.uu.net/terms. UUNET reserves the
   right to change the Network Applications Fee Schedule from time to time,
   effective upon posting of the changes to that URL or other notice to
   Customer.

5  Discount applicable only to Monthly Fees. At the conclusion of the Term
   Commitment, this Schedule shall continue in effect on a month-to-month basis
   at UUNET's then-current list price for the service.


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


<PAGE>   20


                         ADDITIONAL TERMS AND CONDITIONS

1.  UUNET Technologies, Inc. ("UUNET") exercises no control over, and accepts no
    responsibility for, the content of the information passing through UUNET's
    host computers, network hubs and points of presence (the "UUNET Network").
    EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 BELOW, UUNET (a) MAKES NO
    WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES AND
    EQUIPMENT IT IS PROVIDING, AND (b) DISCLAIMS ANY WARRANTY OF TITLE,
    MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Use
    of any information obtained via the UUNET Network is at Customer's own risk.
    UUNET specifically denies any responsibility for the accuracy or quality of
    information obtained through its services. UUNET shall not be liable for any
    delay or failure in performance due to Force Majeure, which shall include
    without limitation acts of God, earthquake, labor disputes, changes in law,
    regulation or government policy, riots, war, fire, epidemics, acts or
    omissions of vendors or suppliers, equipment failures, transportation
    difficulties, or other occurrences which are beyond UUNET's reasonable
    control.

2.  All use of the UUNET Network and the service must comply with the
    then-current version of the UUNET Acceptable Use Policy ("Policy") which is
    made a part of this Schedule and is available at the following URL:
    www.uu.net/terms. UUNET reserves the right to amend the Policy from time to
    time, effective upon posting of the revised Policy at the URL or other
    notice to Customer. UUNET reserves the right to suspend the service or
    terminate this Schedule effective upon notice for a violation of the Policy.
    Customer agrees to indemnify and hold harmless UUNET from any losses,
    damages, costs or expenses resulting from any third party claim or
    allegation ("Claim") arising out of or relating to use of the service,
    including any Claim which, if true, would constitute a violation of the
    Policy.

3.  NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
    PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM CUSTOMER'S OR CUSTOMER'S
    USERS' USE OF THE UUNET NETWORK AND THE SERVICE INCLUDING, WITHOUT
    LIMITATION, ANY SUCH DAMAGES FOR LOSS OF DATA RESULTING FROM DELAYS,
    NON-DELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. Notwithstanding
    anything to the contrary stated in this Schedule or in the GSA, Customer's
    sole remedies for any claims relating to this service or the UUNET Network
    are set forth in Section 7 below.

4.  Networks assigned from a UUNET net-block are non-portable. Network space
    allocated by UUNET must be returned to UUNET in the event Customer
    discontinues service.

5.  Payment terms shall be as set forth in the GSA. Fees paid by Customer under
    this Agreement for UUNET services will count towards Customer's Annual
    Minimum under its existing MCI WorldCom GSA. The amount to be applied will
    be that actually paid by Customer, net of any discounts or applicable
    credits, and excluding any amount paid for taxes or tax-like surcharges or
    fees.

6.  Billing for UUNET service will commence when a UUNET hub and a functioning
    telephone circuit are prepared to route IP packets to Customer's site. The
    Start-up Charge is invoiced upon acceptance of this Schedule by UUNET.
    Charges for Equipment shall be invoiced upon shipment. Service is invoiced
    monthly in advance, and may be canceled only by 60 days' advance written
    notice. [***] UUNET reserves the right to change the rates by notifying
    Customer 60 days in advance of the effective date of the change.

7.  The Service Level Agreement ("SLA") for this service, which is made a part
    of this Schedule, is set forth at www.uu.net/terms and applies only to
    customers agreeing to a Term Commitment of at least one year. UUNET reserves
    the right to amend the SLA from time to time effective upon posting of the
    revised SLA to the URL or other notice to Customer; provided, that in the
    event of any amendment resulting in a material reduction of the SLA's
    service levels or credits, Customer may terminate this Schedule without
    penalty by providing UUNET written notice of termination during the 30 days
    following notice of such amendment. The SLA sets forth Customer's sole
    remedies for any claim relating to this service or the UUNET Network,
    including any failure to meet any guarantee set forth in the SLA. UUNET's
    records and data shall be the basis for all SLA calculations and
    determinations. Notwithstanding anything to the contrary, the maximum amount
    of credit in any calendar month under the SLA shall not exceed the Monthly
    Fee and/or Start-up Charge which, absent the credit, would have been charged
    for UUNET service that month (collectively the "UUNET Fees"); provided, that
    the maximum amount of credit for failure to meet the Availability Guarantee
    shall not exceed the sum of (a) the UUNET Fees, plus (b) the telephone
    company line charge which, absent the credit, would have been charged for
    such month.

8.  Neither party may use the other party's name, trademarks, tradenames or
    other proprietary identifying symbols without the prior written approval of
    the other party. Neither party may assign or transfer any of its rights or
    obligations under this Schedule without the express, prior written consent
    of the other party; provided, that either party may assign or transfer this
    Schedule to any affiliate of such party upon advance written notice to the
    other party. No failure on the part of either party to exercise, and no
    delay in exercising, any right or remedy hereunder shall operate as a waiver
    thereof nor shall any single or partial exercise of any right or remedy

*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


<PAGE>   21


    hereunder preclude any other or further exercise thereof or the exercise of
    any other right or remedy granted hereby or by law.

9.  MCI WORLDCOM, Inc. or its affiliates or subcontractors may perform some or
    all of UUNET's duties and/or obligations hereunder.

10. This Schedule is in addition to and subject to the GSA. To the extent this
    Schedule conflicts with any provision of the GSA, this Schedule shall
    prevail. Activation of service shall indicate UUNET's acceptance of this
    Schedule. Use of the UUNET Network constitutes acceptance of this Schedule.


AGREED AND ACCEPTED BY CUSTOMER:

Signature:                                  Company Name:
          -------------------------                      -----------------------

Printed Name:                               Address:
             ----------------------                 ----------------------------

Title:
      -----------------------------         Date:           Telephone
                                                 ---------           -----------


<PAGE>   22


                                 ATTACHMENT 4-3
                        UUDIRECT(SM) T3 TIERED SCHEDULE

<TABLE>
<CAPTION>
SERVICE(1)                     MONTHLY FEE              START-UP CHARGE(2)
----------                     -----------              ------------------
<S>                            <C>                      <C>
                                                               [***]
|_| 3 Mbps port                  [***]
|_| 6 Mbps port                  [***]
|_| 9 Mbps port                  [***]
|_| 12 Mbps port                 [***]
|_| 15 Mbps port                 [***]
|_| 18 Mbps port                 [***]
|_| 21 Mbps port                 [***]
|_| 24 Mbps port                 [***]
|_| 27 Mbps port                 [***]
|_| 30 Mbps port                 [***]
|_| 33 Mbps port                 [***]
|_| 36 Mbps port                 [***]
|_| 39 Mbps port                 [***]
|_| 45 Mbps port                 [***]
</TABLE>

PRICES ABOVE DO NOT INCLUDE ANY TELCO LINE CHARGES, EQUIPMENT COSTS(3), OR
NETWORK APPLICATIONS FEES.(4)

TERM COMMITMENT(5) Unless a different term is selected below, the term of this
Schedule will be coterminous with the Global Service Agreement as currently in
effect between Customer and MCI WORLDCOM, Inc. (the "GSA").

Customer shall receive a [***] off its monthly recurring charges on ports only.

                   PLEASE SIGN THIS SCHEDULE ON THE NEXT PAGE.


--------

1 Customer must provide 60 days' prior written notice to UUNET before
  downgrading service to a lower tier. While Customer can resell Internet
  connectivity, Customer cannot resell the service in its entirety to another
  person or entity without the express prior written consent of UUNET. If
  Customer resells Internet connectivity to end users, Customer is responsible
  for: (i) providing the first point of contact for end user support inquiries;
  (ii) providing software fulfillment to end users; (iii) running its own
  primary and secondary domain name service ("DNS") for end users; (iv)
  registering end users' domain names; (v) using BGP routing to the UUNET
  Network, if requested by UUNET; (vi) collecting route additions and changes,
  and providing them to UUNET; and (vii) registering with the appropriate agency
  all IP addresses provided by UUNET to Customer that are allocated to end
  users.

2 To ensure proper installation, UUNET will order all telco lines. A $500
  surcharge applies to Customer-ordered lines. Installation may be scheduled
  between the hours of 8AM and 7PM ET Monday through Friday (excluding
  holidays). If Customer requires installation outside of these hours UUNET will
  charge an additional $500 fee.

3 UUNET is acting only as a reseller with respect to the hardware and software
  offered under this Schedule ("Equipment"), which was manufactured by a third
  party ("Manufacturer"). UUNET will provide first level support for Equipment,
  but will not repair or replace Equipment. Customer's use of the Equipment is
  subject to the terms and conditions of the Manufacturer's end user agreement.
  Should Customer purchase Equipment from UUNET, UUNET will ship the current
  UUNET-tested version of the Equipment to the Customer.

4 Descriptions of the domain name, mail, news services, and other network
  applications available in connection with this service, and the pricing and
  additional terms applicable to these services, are set forth in the Network
  Applications Fee Schedule available at www.uu.net/terms. UUNET reserves the
  right to change the Network Applications Fee Schedule from time to time,
  effective upon posting of the changes to that URL or other notice to Customer.

5 Discount applicable only to Monthly Fee. At the conclusion of the Term
  Commitment, this Schedule shall continue in effect on a month-to-month basis
  at UUNET's then-current list price for the service.


*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


<PAGE>   23


                         ADDITIONAL TERMS AND CONDITIONS

1.  UUNET Technologies, Inc. ("UUNET") exercises no control over, and accepts no
    responsibility for, the content of the information passing through UUNET's
    host computers, network hubs and points of presence (the "UUNET Network").
    EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7 BELOW, UUNET (a) MAKES NO
    WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, FOR THE SERVICES AND
    EQUIPMENT IT IS PROVIDING, AND (b) DISCLAIMS ANY WARRANTY OF TITLE,
    MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Use
    of any information obtained via the UUNET Network is at Customer's own risk.
    UUNET specifically denies any responsibility for the accuracy or quality of
    information obtained through its services. UUNET shall not be liable for any
    delay or failure in performance due to Force Majeure, which shall include
    without limitation acts of God, earthquake, labor disputes, changes in law,
    regulation or government policy, riots, war, fire, epidemics, acts or
    omissions of vendors or suppliers, equipment failures, transportation
    difficulties, or other occurrences which are beyond UUNET's reasonable
    control.

2.  All use of the UUNET Network and the service must comply with the
    then-current version of the UUNET Acceptable Use Policy ("Policy") which is
    made a part of this Schedule and is available at the following URL:
    www.uu.net/terms. UUNET reserves the right to amend the Policy from time to
    time, effective upon posting of the revised Policy at the URL or other
    notice to Customer. UUNET reserves the right to suspend the service or
    terminate this Schedule effective upon notice for a violation of the Policy.
    Customer agrees to indemnify and hold harmless UUNET from any losses,
    damages, costs or expenses resulting from any third party claim or
    allegation ("Claim") arising out of or relating to use of the service,
    including any Claim which, if true, would constitute a violation of the
    Policy.

3.  NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
    PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM CUSTOMER'S OR CUSTOMER'S
    USERS' USE OF THE UUNET NETWORK AND THE SERVICE INCLUDING, WITHOUT
    LIMITATION, ANY SUCH DAMAGES FOR LOSS OF DATA RESULTING FROM DELAYS,
    NON-DELIVERIES, MISDELIVERIES OR SERVICE INTERRUPTIONS. Notwithstanding
    anything to the contrary stated in this Schedule or in the GSA, Customer's
    sole remedies for any claims relating to this service or the UUNET Network
    are set forth in Section 7 below.

4.  Networks assigned from a UUNET net-block are non-portable. Network space
    allocated by UUNET must be returned to UUNET in the event Customer
    discontinues service.

5.  Payment terms shall be as set forth in the GSA. Fees paid by Customer under
    this Agreement for UUNET services will count towards Customer's Annual
    Minimum under its existing MCI WorldCom GSA. The amount to be applied will
    be that actually paid by Customer, net of any discounts or applicable
    credits, and excluding any amount paid for taxes or tax-like surcharges or
    fees.

6.  Billing for UUNET service will commence when a UUNET hub and a functioning
    telephone circuit are prepared to route IP packets to Customer's site. The
    Start-up Charge is invoiced upon acceptance of this Schedule by UUNET.
    Charges for Equipment shall be invoiced upon shipment. Service is invoiced
    monthly in advance, and may be canceled only by 60 days' advance written
    notice. [***] UUNET reserves the right to change the rates by notifying
    Customer 60 days in advance of the effective date of the change.

7.  The Service Level Agreement ("SLA") for this service, which is made a part
    of this Schedule, is set forth at www.uu.net/terms and applies only to
    customers agreeing to a Term Commitment of at least one year. UUNET reserves
    the right to amend the SLA from time to time effective upon posting of the
    revised SLA to the URL or other notice to Customer; provided, that in the
    event of any amendment resulting in a material reduction of the SLA's
    service levels or credits, Customer may terminate this Schedule without
    penalty by providing UUNET written notice of termination during the 30 days
    following notice of such amendment. The SLA sets forth Customer's sole
    remedies for any claim relating to this service or the UUNET Network,
    including any failure to meet any guarantee set forth in the SLA. UUNET's
    records and data shall be the basis for all SLA calculations and
    determinations. Notwithstanding anything to the contrary, the maximum amount
    of credit in any calendar month under the SLA shall not exceed the Monthly
    Fee and/or Start-up Charge which, absent the credit, would have been charged
    for UUNET service that month (collectively the "UUNET Fees"); provided, that
    the maximum amount of credit for failure to meet the Availability Guarantee
    shall not exceed the sum of (a) the UUNET Fees, plus (b) the telephone
    company line charge which, absent the credit, would have been charged for
    such month.

8.  Neither party may use the other party's name, trademarks, tradenames or
    other proprietary identifying symbols without the prior written approval of
    the other party. Neither party may assign or transfer any of its rights or
    obligations under this Schedule without the express, prior written consent
    of the other party; provided, that either party may assign or transfer this
    Schedule to any affiliate of such party upon advance written notice to the
    other party. No failure on the part of either party to exercise, and no
    delay in exercising, any right or remedy hereunder shall operate as a waiver
    thereof nor shall any single or partial exercise of any right or remedy

*** Certain information on this page has been omitted and filed separately with
    the Commission. Confidential treatment has been requested with respect to
    the omitted portions.


<PAGE>   24


    hereunder preclude any other or further exercise thereof or the exercise of
    any other right or remedy granted hereby or by law.

9. MCI WORLDCOM, Inc. or its affiliates or subcontractors may perform some or
   all of UUNET's duties and/or obligations hereunder.

10. This Schedule is in addition to and subject to the GSA. To the extent this
    Schedule conflicts with any provision of the GSA, this Schedule shall
    prevail. Activation of service shall indicate UUNET's acceptance of this
    Schedule. Use of the UUNET Network constitutes acceptance of this Schedule.
    AGREED AND ACCEPTED BY CUSTOMER:


Signature:                                  Company Name:
          -------------------------                      -----------------------

Printed Name:                               Address:
             ----------------------                 ----------------------------

Title:                                      Date:
      -----------------------------              -------------------------------