CARRIER SERVICE AGREEMENT        BETWEEN        GLOBAL CROSSING BANDWIDTH, INC.        AND        CIERA NETWORK SYSTEMS, INC.

* CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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TABLE OF CONTENTS

|SECTION |  |                                                                  
|------- |  | -----------------------------------------------------------------
|1.      |  | Services; Forecasts; PIU Certification; Service Orders           
|2.      |  | Term Of The Agreement                                            
|3.      |  | Billing And Payment; Rates And Charges; Security; Minimum Charges
|4.      |  | Billing Disputes                                                 
|5.      |  | Termination Rights                                               
|6.      |  | Taxes And Assessments                                            
|7.      |  | Warranties And Limitation Of Liability                           
|8.      |  | Indemnification                                                  
|9.      |  | Representation                                                   
|10.     |  | Force Majeure                                                    
|11.     |  | Waivers                                                          
|12.     |  | Assignment                                                       
|13.     |  | Confidentiality                                                  
|14.     |  | Integration                                                      
|15.     |  | Construction                                                     
|16.     |  | Governing Law                                                    
|17.     |  | Notices                                                          
|18.     |  | Counterparts                                                     
|19.     |  | Compliance With Laws                                             
|20.     |  | Third Parties                                                    
|21.     |  | Survival Of Provisions                                           
|22.     |  | Unenforceable Provisions                                         
|23.     |  | Cumulative Rights And Remedies                                   
|24.     |  | Amendments                                                       
|25.     |  | Authority                                                        

GENERIC EXHIBITS

|Exhibit A    |  | Definitions                                                                 
|------------ |  | ----------------------------------------------------------------------------
|Exhibit B    |  | Ancillary Fee Schedule                                                      
|Exhibit B(a) |  | Automated Feature Provisioning Schedule                                     
|Exhibit C    |  | Call Detail Records; Electronic Data Exchange; Letter Of Agency Requirements

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SERVICE SPECIFIC EXHIBITS

|Exhibit D    |  | Dedicated Carrier Termination Schedule                                       |  |   |  |                        
|------------ |  | ---------------------------------------------------------------------------- |  | - |  | -----------------------
|Exhibit D(a) |  | Carrier Domestic Termination Service                                         |  |  |  | Interstate / Intrastate
|Exhibit E    |  | Dedicated Carrier Termination International Schedule                         |  |   |  |                        
|Exhibit E(a) |  | Carrier Termination International Service                                    |  |   |  |                        
|Exhibit F    |  | Toll-Free Carrier Transport Schedule                                         |  |   |  |                        
|Exhibit F(a) |  | Carrier Toll-Free Transport Service                                          |  |  |  | Interstate / Intrastate
|Exhibit G    |  | National Origination Service (NOS) Switched Outbound Schedule                |  |   |  |                        
|Exhibit G(a) |  | National Origination Service (NOS) Switched Outbound Service                 |  |   |  |                        
|Exhibit H    |  | National Origination Service (NOS) Switched and Dedicated Toll Free Schedule |  |   |  |                        
|Exhibit H(a) |  | National Origination Service (NOS) Switched and Dedicated Toll Free Service  |  |   |  |                        
|Exhibit I    |  | National Origination Service (NOS) Dedicated Outbound Schedule               |  |   |  |                        
|Exhibit I(a) |  | National Origination Service (NOS) Dedicated Outbound Service                |  |   |  |                        
|Exhibit J    |  | National Origination Service (NOS) Switched International Schedule           |  |   |  |                        
|Exhibit J(a) |  | National Origination Service (NOS) Switched International Service            |  |   |  |                        
|Exhibit K    |  | National Origination Service (NOS) Dedicated International Schedule          |  |   |  |                        
|Exhibit K(a) |  | National Origination Service (NOS) Dedicated International Service           |  |   |  |                        
|Exhibit L    |  | CIC Transport Service Schedule                                               |  |   |  |                        
|Exhibit L(a) |  | CIC Transport Service                                                        |  |  |  | Interstate             
|Exhibit L(b) |  | CIC Transport Service                                                        |  |  |  | Intrastate             
|Exhibit M    |  | Colocation Service                                                           |  |   |  |                        
|Exhibit M(a) |  | Colocation Schedule                                                          |  |   |  |                        
|Exhibit N    |  | Network Interconnection Schedule                                             |  |   |  |                        

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CARRIER SERVICES AGREEMENT

This Carrier Services Agreement ("Agreement") is entered into between Global Crossing Bandwidth, Inc., on
behalf of itself and its affiliates that may provide a portion of the services hereunder("Global Crossing"), a California corporation located at 90
Castilian Drive, Goleta, CA 93117 and Ciera Network Systems, Inc. ("Ciera"or "Purchaser"), a
Texas corporation with its principal place of business located at 2630 Fountainview Street, Suite 300, Houston, Texas 77057. (Hereinafter, Global Crossing and Ciera may be referred to in the aggregate
as "Parties", and each singularly as a "Party".)

PURPOSE

The Parties are telecommunications carriers subject to the Communications Act of 1934, as amended, as well as the Telecommunications Act of 1996. Ciera desires to
purchase network transport and other telecommunication services from Global Crossing for Ciera's resale to its customers. For valuable consideration, receipt of which is hereby acknowledged, the
Parties hereto agree as follows:

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*
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| | Wire Transfer Instructions:Firstar Bank, N.A.
425 Walnut Street
Cincinnati, OH 45201
ABA # 042000013
For Credit to: Global Crossing Bandwidth, Inc. (fka Frontier Communications Services, Inc.)
Special Instructions: For further credit to(Ciera's Account Number)
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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If Ciera subscribes to a Service for which payphone surcharges would be applicable, then in lieu of the payphone surcharge pass-through under A.
above, Global Crossing may agree, at its sole discretion, to permit Ciera to directly assume the responsibility and liability for the reporting and payment of payphone surcharges in accordance with
the terms of a separate written agreement between the Parties.
If such a separate agreement is signed by the Parties and Ciera does not comply with its terms, Global Crossing may, notwithstanding such agreement, pass through payphone dial-around
surcharges in accordance with A. above and Ciera agrees to pay the same.

*
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|MINIMUM PERIOD                |  | MINIMUM CHARGE
|----------------------------- |  | --------------
|2nd and each month thereafter |  | *             

If during the Minimum Period Ciera's net charges (after any available discounts hereunder) for the Services are less than the Minimum Charge, Ciera shall pay the
shortfall. Governmental assessments and surcharges, non-recurring charges, operator assistance charges and local loop and third party and regulatory pass-through charges are
not included when calculating the Minimum Charge. If this Agreement is terminated prior to the time the Minimum Charge becomes effective (other than termination by Ciera for an uncured breach by
Global Crossing), Ciera shall be liable for the amount described in Section 5.5.E hereof.



Ciera
shall have the affirmative obligation of providing written notice of any dispute with an Invoice
within 90 days after receipt of the Invoice by Ciera (which notice shall include sufficient detail for Global Crossing to investigate the dispute). Claims of fraudulent usage shall not
constitute a valid basis for a dispute. Ciera may not withhold payment of disputed amounts. If Ciera does not report a dispute with respect to an Invoice within the 90 day period, Ciera is
deemed to have waived its dispute rights for that Invoice and to have agreed to pay the same. Provided Ciera has provided sufficient detail for investigation of the dispute, Global Crossing will use
reasonable efforts to resolve and communicate its resolution of the dispute within 30 Business Days of its receipt of the dispute notice. If a dispute is not resolved within the 30 Business Days
period to Ciera satisfaction, then at Ciera request the dispute will be referred to an executive officer of Global Crossing. If the dispute is not resolved within 15 Business Days after the referral,
then Ciera may commence an action in accordance with Section 16, provided that the prevailing Party in such action shall be entitled to the payment of reasonable attorney fees and costs by the
other Party.

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Ciera
is responsible for the collection and remittance of all governmental assessments, surcharges and fees pertaining to its resale of the Services (other than taxes on Global
Crossing's net income) (collectively, "Taxes"). Ciera shall provide Global Crossing with, and maintain, valid and properly executed certificate(s) of
exemption for the Taxes, as applicable.

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Each
Party shall defend and indemnify the other Party and its directors, officers, employees, representatives and agents from any and all claims, taxes, penalties, interest, expenses,
damages, lawsuits or other liabilities (including without limitation, reasonable attorney fees and court costs) relating to or arising out of (i) the operation of its business, and
(ii) its breach of this Agreement; provided, however, Global Crossing shall not be liable and shall not be obligated to indemnify Ciera, and Ciera shall defend and indemnify Global Crossing
hereunder, for any claims by any third party, including End-Users, with respect to services provided by Ciera which may incorporate any of Global Crossing's services.

The
Parties acknowledge and agree that the relationship between them is solely that of independent contractors. Neither Party, nor their respective employees, agents or representatives,
has any right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.

Other
than with respect to failure to make payments due hereunder, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or
malfunction of any equipment, or any consequence thereof, caused by, or due to fire, earthquake, flood, water, the elements, third party labor disputes, utility curtailments, power failures,
explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable
control.

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No
waiver of any term or condition of this Agreement shall be enforceable unless it is in writing and signed by the Party against whom it is sought to be charged. No failure or delay by
either Party in exercising any right, power or remedy will operate as a waiver of any such right, power or remedy, unless otherwise provided herein. The waiver by either Party of any of the covenants,
conditions or agreements to be performed by the other or any breach thereof shall not operate or be construed as a waiver of any subsequent breach of any such covenant, condition or agreement.

Neither
Party may assign or transfer its rights or obligations under this Agreement without the other Party's written consent, which consent may not be unreasonably delayed or withheld,
except that Global Crossing may assign this Agreement to its Affiliates or successor-in-interest without Ciera's consent. Any assignment or transfer without the required
consent is void.

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This
Agreement and all Exhibits, schedules and other attachments incorporated herein, represent the entire agreement between the Parties with respect to the subject matter hereof and
supersede and merge all prior agreements, promises, understandings, statements, representations, warranties, indemnities and inducements to the making of this Agreement relied upon by either Party,
whether written or oral.

The
language used in this Agreement is deemed the language chosen by the Parties to express their mutual intent. No rule of strict construction shall be applied against either Party.

Global
Crossing currently maintains regional service and operations centers to support customer accounts in New York, California and Michigan. This Agreement will be construed and
enforced in
accordance with the law of the state where Ciera's account is supported, as designated by Global Crossing in this Agreement or as designated in Exhibits or amendments to this Agreement, without regard
to that state's choice of law principles. The Parties agree that any action related to this Agreement shall be brought and maintained only: (i) in the Superior court of the State of California
for the County of Santa Barbara, if the designated customer support center is located in California; (ii) in a Federal or State court of competent jurisdiction located in Monroe County, New
York, if the designated customer support center is located in New York; or (iii) in the Federal District Court for the Eastern District of Michigan or a State court of competent jurisdiction
located in Oakland County, Michigan, if the designated customer support center is located in Michigan. The Parties each consent to the jurisdiction and venue of such courts and waive any right to
object to such jurisdiction and venue.

All
notices, including but not limited to, demands, requests and other communications required or permitted hereunder (not including Invoices) shall be in writing and shall be deemed
given: (i) when delivered in person, (ii) 24 hours after deposit with an overnight delivery service for next day delivery, (iii) the same day when sent by facsimile
transmission during normal business hours, receipt confirmed by sender's equipment, or (iv) three Business Days after deposit in the United States mail, postage prepaid, registered or certified
mail, return receipt requested, and addressed to the recipient Party at the address set forth below:

|If to Global Crossing: |  | Global Crossing Bandwidth, Inc.
180 South Clinton Avenue
Rochester, New York 14646
Attn: Senior Vice President, North American Carrier Services
Facsimile #: 716-232-9168
|---------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|with a copy to:        |  | Global Crossing Bandwidth, Inc.
90 Castilian Drive
Goleta, CA 93117
Attn: Peggy Palak, Manager, National Contract Admin.
Facsimile #: (800) 689-2395                     
|If to Ciera            |  | Ciera Network Systems, Inc.
2630 Fountainview Street. Suite 300,
Houston, Texas 77057
Attn: Robert W. Livingston, President
Facsimile #: (713) 914-3870                  

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This Agreement may be executed in several counterparts, each of which shall constitute an original, but all of which shall constitute one and the same instrument.

During
the term of this Agreement, the Parties shall comply with all local, state and federal laws and regulations applicable to this Agreement and to their respective businesses.
Further, each Party shall obtain, file and maintain any tariffs, permits, certifications, authorizations, licenses or similar documentation as may be required by the FCC, a state Public Utility or
Service Commission, or any other governmental body or agency having jurisdiction over its business ("Authorizations"). Upon the request of a Party,
which request shall be no more frequent than once every six months (unless based on a request or an order of a governmental body or agency having jurisdiction over either Party), the other Party will
provide copies of the requested Authorizations.

The
provisions of this Agreement and the rights and obligations created hereunder are intended for the sole benefit of Global Crossing and Ciera, and do not create any right, claim or
benefit on the part of any person not a Party to this Agreement, including End-Users.

Any
obligations of the Parties relating to monies owed, as well as those provisions relating to confidentiality, limitations on liability and indemnification, shall survive termination
of this Agreement.

The
illegality or unenforceability of any provision of this Agreement does not affect the legality or enforceability of any other provision or portion. If any provision or portion of
this Agreement is deemed illegal or unenforceable for any reason, there shall be deemed to be made such minimum change in such provision or portion as is necessary to make it valid and enforceable as
so modified.

Except
as may otherwise be provided herein, the assertion by a Party of any right or the obtaining of any remedy hereunder shall not preclude such Party from asserting or obtaining any
other right or remedy, at law or in equity, hereunder.

This
Agreement is voidable by Global Crossing if the text is modified by Ciera without the written or initialed consent of a Global Crossing Vice President. Except as may otherwise be
provided herein, any amendments or modifications to this Agreement must be in writing and signed by a Global Crossing Vice President (or higher level officer) and an authorized officer of Ciera.

*
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Each
individual executing below on behalf of a Party hereby represents and warrants to the other Party that such individual is duly authorized to so execute, and to deliver, this
Agreement. By its signature below, each Party acknowledges and agrees that sufficient allowance has been made for review of this Agreement by respective counsel and that each Party has been advised by
its legal counsel as to its legal rights, duties and obligations under this Agreement.

IN
WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below.

|Global Crossing Bandwidth, Inc.                                             |  | Ciera Network Systems, Inc.    
|--------------------------------------------------------------------------- |  | -------------------------------
|By:                                                                         |  | By:                            
|Barrett O. MacCheyne, Senior Vice President
North American Carrier Services |  | Robert W. Livingston, President
|Date:                                                                       |  | Date:                          

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Exhibit A
Page 1 of 4

DEFINITIONS(not otherwise defined in the body of the Agreement or an Exhibit)

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Exhibit A
Page 2 of 4

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Exhibit A
Page 3 of 4



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Exhibit A
Page 4 of 4

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Exhibit B
Page 1 of 2

Schedule of Ancillary Fees

*

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Exhibit B
Page 2 of 2

Schedule of Ancillary Fees

*

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Exhibit B(a)
Page 1 of 3

Schedule of Ancillary Fees  For Toll-Free Services  Automated Feature Provisioning (AFP) Schedule

Automated Feature Provisioning (AFP)is an enhancement to Global Crossing's web-based application
uCommand that allows Ciera to provision combinations of routing features as well as pre-define secondary routing profiles. Using AFP enables Global Crossing's customers to provision the
following features on their toll free numbers.



Once
a profile (a specific set of features) is defined, multiple toll free numbers can be assigned to it. To further assist Ciera Global Crossing has incorporated all the appropriate
edits and validations into uCommand, and added "Help" functionality to every screen. Finally, to aid in navigation Global Crossing has added search capabilities allowing searches by toll free number.

Definitions

Profile:A set of specific routing features created by Ciera to which Ciera shall then add end-user
toll free numbers that require those specific routing features. The profile is usually referred to as "Standard Profile."

Pre-defined Alternate Routing Profile (the "Pre-dAR"):A routing feature profile that does not contain
toll-free numbers. Ciera shall have the capability to provision the routing feature profile for back up during downtime, traffic surges, and seasonal traffic patterns. This is a profile
without a toll free number assigned to it. It is available in case a routing change is necessary.

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Exhibit B(a)
Page 2 of 3

Pricing Terms and Conditions

Ciera Provisioned

Ciera will immediately benefit from provisioning their toll free numbers and routing features. In addition to the convenience of provisioning, profile
installations and changes made by Ciera through the web-based application will be at no cost to Ciera.



Global Crossing Provisioned

At Ciera's request Global Crossing will provision Ciera's Standard and Pre-dAR Profiles with or without routing features, and with or without toll
free numbers. To complete Ciera's request Global Crossing will apply a charge for new profile installations (NRC) and any feature or toll free number changes (AFP Change Surcharge).



Global
Crossing provisioning of "Point of Origination Routing or Blocking (features)" for the customer is limited to 100 NPAs per profile. A request for greater than 100 NPAs will
require a quote from Global Crossing.

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Exhibit B(a)
Page 3 of 3

Ciera Provisioned Pricing

*

Global Crossing's Provisioned Pricing

*

Disclaimer

Automated Feature Provisioning (AFP)is provided "as is" without warranty of any kind, either expressed or
implied, including suitability for the particular purpose that Ciera has in mind when using it. Global Crossing will use reasonable efforts to maintain the AFP web-based application, but
is not responsible for the results of any incorrect information input or decisions made by the customer during the provisioning process. Global Crossing accepts no liability for errors made through
the system, it is the sole responsibility of Ciera. Global Crossing will not be responsible for any lost profits or other consequential damages that may result from the use of AFP.

Information
and procedures on this web-based application may be changed or updated without notice. Global Crossing may also make improvements and/or changes in the product
and/or the application programs described in this information at any time without notice.

Any
comments or materials sent to Global Crossing including feedback, such as questions, comments, suggestions, or the like regarding the content of any such documents (collectively
"Feedback"), shall be deemed non-proprietary information. Global Crossing shall have no obligation of any kind with respect
to such feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute the feedback to others without limitation. Further, Global Crossing
shall be free to use any ideas, concepts, know-how or techniques contained in such feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing
products incorporating such feedback.

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Exhibit C
Page 1 of 4

Call Detail Records; Electronic Data Exchange  Letter of Agency Requirements

I.    Call Detail Records; End-User DataBase Access.

II.    Global Crossing Network Acceptable Use Policy for Electronic Exchange

All Global Crossing and its affiliated companies' (collectively, "Global Crossing") computer, network and information systems Users are responsible for reviewing
and complying with this Acceptable Use Policy.

Global
Crossing systems and all information on Global Crossing systems are the property of Global Crossing.

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Exhibit C
Page 2 of 4



Use of Global Crossing electronic and information facilities shall be for the sole purpose of the User's business relationship with Global Crossing ("Business
Purpose").

Users
must adhere to the following policies, in addition to any other published guidelines or restrictions that Global Crossing may from time to time implement.



Unacceptable
activities and use include, but are not limited to:







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Exhibit C
Page 3 of 4

Such
interference or disruption includes, but is not limited to:





The Global Crossing Environment Safety & Security Department will investigate alleged violations of this Acceptable Use Policy. Global Crossing intends to
comply with all federal, state and local regulations that require reporting of illegal activities to law enforcement officials and if Global Crossing becomes aware of illegal activities, Global
Crossing reserves the right to notify the appropriate law enforcement agencies.

Violations
of this policy may result in cancellation of User/System IDs, access to Global Crossing systems or facilities and termination of the underlying business relationship between
Global Crossing and the User's organization.

Global
Crossing reserves the right to modify this policy at any time with or without prior notice.

Telephone
Number to report concerns: GCESS Hotline: 1-800-224-3804.

III.  Letter of Agency Requirements.

Ciera is solely responsible for obtaining and maintaining valid letters of agency from Presubscribed End-Users in accordance with the following:

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 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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Exhibit C
Page 4 of 4

Call Detail Records; Electronic Data Exchange  Letter of Agency Requirements

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Exhibit D
Page 1 of 2

Carrier Termination Schedule

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Exhibit D
Page 2 of 2

Gateway Carrier Service  LATA Gateway Table

Northeast

Southeast

Midwest

Southwest

West120

420

234

532

486

638122

422

254

534

488

648124

424

256

620

490

650126

428

320

624

492

652128

430

322

626

526

654130

432

324

628

528

666132

434

325

630

530

668133

436

326

632

536

670134

438

330

634

538

672136

440

332

635

540

674138

442

334

636

542

676140

444

336

640

544

720220

446

338

644

546

721222

448

340

646

548

722224

450

342

922

550

724226

452

344

923

552

726228

454

346

924

554

728230

456

348

932

556

730232

458

350

937

558

732236

460

352

938

560

734238

464

354

958

562

736240

468

356

976

564

738242

470

358

977

566

740244

472

360

978

568

832246

474

362



570

834248

476

364



656

960250

477

366



658

963252

478

368



660

973426

480

370



664

981920

482

374



961921

484

376



980927

939

462928

949

466929

951

520974

952

521953

522956

524


*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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Exhibit D(a)
Page 1 of 6

Carrier Domestic Termination Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

4

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Exhibit E
Page 1 of 1

Carrier Termination  International Services Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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Exhibit E(a)
Page 1 of 6

Carrier Termination International Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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Exhibit F
Page 1 of 1

Carrier Toll-Free Transport Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

1

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Exhibit F(a)
Page 1 of 7

Carrier Toll Free Transport Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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Exhibit G
Page 1 of 1

National Origination Service (NOS)  Switched Outbound Services Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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Exhibit G(a)
Page 1 of 2

National Origination Service (NOS)  Switched Out-Bound Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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Exhibit H
Page 1 of 1

National Origination Service (NOS)  Switched & Dedicated  Toll-Free Services Schedule



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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Exhibit H(a)
Page 1 of 6

National Origination Service  Switched Toll Free Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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Exhibit I
Page 1 of 1

National Origination Service (NOS)  Dedicated Outbound Services Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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Exhibit I(a)
Page 1 of 2

National Origination Service (NOS)  Dedicated Out-Bound Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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Exhibit J
Page 1 of 1

National Origination Service (NOS)  Switched Outbound  International Services Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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Exhibit J(a)
Page 1 of 6

National Origination Service (NOS)  Switched International Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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Exhibit K
Page 1 of 1

National Origination Service (NOS)  Dedicated Outbound  International Services Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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Exhibit K(a)
Page 1 of 6

National Origination Service (NOS)  Dedicated International Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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Exhibit L
Page 1 of 3

CIC Transport Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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Exhibit L
Page 2 of 3



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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Exhibit L
Page 3 of 3



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

4

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Exhibit L(a)
Page 1 of 5

CIC Transport Service

INTERSTATE

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

5

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Exhibit L(b)
Page 1 of 5

CIC Transport Service

INTRASTATE

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

6

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Exhibit M
Page 1 of 5

COLOCATION SERVICES

All Colocation facilities are pending Global Crossing's Engineering approval based upon the information provided to Global Crossing by Ciera in the Colocation
Service Inquiry Form. Any approved facilities shall be presented to Ciera as an amendment pursuant to Section 1.A. below.





2

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Exhibit M
Page 2 of 5





If
applicable, Ciera shall pay Global Crossing the amount set forth in each Colocation Schedule for the cost of engineering or improvements to the Space required to be made by Global
Crossing in order to accommodate Ciera's Colocation into the Space (the "Make-Ready Fee"). The Make-Ready Fee shall be payable to Global Crossing upon Ciera's execution of the
Colocation Schedule for the Space. Title to such improvements shall remain vested in Global Crossing.

3

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Exhibit M
Page 3 of 5



4

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Exhibit M
Page 4 of 5





The
liability insurance shall name Global Crossing as an additional insured and shall be primary insurance and Global Crossing's insurance shall not be called upon for contribution
towards any such loss. Ciera's insurer shall provide Global Crossing with a least ten (10) days prior written notice of cancellation or change in coverage. All insurance required of Ciera shall
be evidenced by certificates of insurance provided to Global Crossing.



5

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Exhibit M
Page 5 of 5



Monthly Recurring Charges:
*

Non Recurring Charges:
*

6

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Exhibit M(a)
Page 1 of 1

Colocation Schedule #1  Equipment, Space and Power Requirements

Customer
Name:    Ciera

|Global Crossing Switch Site Location: |  | 1100 Main Street
Suite M-16
Kansas City, Missouri
212-618-9999
|------------------------------------- |  | --------------------------------------------------------------

Minimum
Term:    One Year Term

Commencement
Date:    Upon execution of this Agreement by Global Crossing.

7

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Exhibit N
Page 1 of 6

Network Interconnection Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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[Logo] Global Crossing®

AMENDMENT #2 TO CARRIER SERVICE AGREEMENT    Ciera Network System, Inc.    February 6, 2002

This is Amendment #2 to the Carrier Service Agreement between Global Crossing Bandwidth, Inc. ("Global
Crossing") and Ciera Network Systems, Inc. ("Ciera Network" or "Purchaser"), dated March 27, 2001, as amended (the
"Agreement").



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

2

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*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

3

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|GLOBAL CROSSING BANDWIDTH, INC. |                                                                                         | CIERA NETWORK SYSTEMS, INC.
|------------------------------- | --------------------------------------------------------------------------------------- | ---------------------------
|By:                             | /s/GREGORY L. SPRAETZGregory L. Spraetz, Vice President
North American Carrier Services |                            

|Date: | 2/25/02 |  | Date: | 2-7-2002
|----- | ------- |  | ----- | --------

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

4

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Amended Exhibit C
Page 1 of 1

Global Crossing Access Direct  Carrier Termination Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

5

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Amended Exhibit D(a)
page 1 of 5

Global Crossing Access DirectSM  Carrier Domestic Trmination Service  (Customer Specific)

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

6

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Amended Exhibit E
Page 1 of

Global Crossing Access DirectSM  Dedicated Carrier Termination  International Services Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

7

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Amended Exhibit E(a)
Page 1 of 6

Global Crossing Access DirectSM  Carrier Termination International Service

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

8

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Amended Exhibit F
Page 1 of 1

Global Crossing Access DirectSM  Carrier Toll Free Transport Schedule

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

9

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Amended Exhibit F
Page 1 of 6

Global Crossing Access DirectSM  Carrier Toll Free Transport Service(Customer Specific)

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

10

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Amended Exhibit L
Page 1 of 2

Global Crossing Access DirectSM  Pseudo-CIC Transport Schedule

Terms for Pseudo-CIC Transport Services



*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

11

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Amended Exhibit L
Page 2 of 2

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

12

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Amended Exhibit L(b)
Page 1 of 5

Global Crossing Access DirectSM  Pseudo-CIC Transport Service  (Customer Specific)

INTRASTATE

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

13

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Amended Exhibit L(a)
Page 1 of 5

Global Crossing Access DirectSM  Pseudo-CIC Transport Service  (Customer Specific)

INTERSTATE

*
 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

14

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