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[GLOBAL CROSSING LOGO]


                             PART 1 - SPECIFIC TERMS

THIS CAPACITY PURCHASE AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this "Agreement"), entered into as of November 10, 2000
between GLOBAL CROSSING BANDWIDTH, INC., a corporation organized and existing
under the laws of California and having its principal office in Goleta,
California , (said company, and any permitted successor or assign hereunder, the
"Grantor") and INTERNATIONAL SATELLITE COMMUNICATION HOLDING LTD., a corporation
organized and existing under the laws of Lichtenstein and having its principal
office in Vaduz, , Lichtenstein (said company, and any permitted successor or
assign hereunder, the "Purchaser"). The Grantor and the Purchaser are herein
sometimes collectively referred to as the "Parties" and each, individually, as a
"Party."

                              W I T N E S S E T H :


WHEREAS, the Purchaser's affiliate Impsat Fiber Networks, Inc. ("Impsat") and
the Grantor have entered into a Capacity Commitment Agreement of even date (the
"Commitment Agreement") where Impsat has agreed to purchase or procure that its
affiliates will purchase $46,000,000 of Capacity on the Global Crossing Systems.

WHEREAS, in consideration of Impsat's obligation to purchase Capacity under the
Commitment Agreement, the Purchaser desires to acquire and the Grantor desires
to grant rights with respect to Capacity on an indefeasible right of use basis
("IRU") and such Capacity represents capacity on the Global Crossing Network
between the System Interfaces at the applicable Points of Presence (these, and
other capitalized terms are hereinafter defined); and

WHEREAS, Global Crossing Network Center Ltd., a corporation organized and
existing under the laws of Bermuda and having its principal office in Bermuda
(said company, and any permitted successors or assigns, the "Maintenance
Company") has agreed to perform or cause to be performed all operation,
administration and maintenance with respect to the Global Crossing Network;

WHEREAS, Pan American Crossing Ltd. is constructing a fiber optic cable system
connecting California, Mexico, Panama and St. Croix, known as the Pan American
Crossing System or "PAC";

WHEREAS, Grantor is constructing a fiber optic cable system connecting various
principal cities in South America, known as the South American Crossing System
or "SAC";

WHEREAS, Mid-Atlantic Crossing Ltd., Pan American Crossing Ltd., and South
American Crossing Ltd., and each of their respective subsidiaries, are
affiliates hereinafter collectively referred to as the "System Companies" and
MAC-1, PAC and SAC are hereinafter collectively referred to as the "Systems";

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                                                                               2


NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, covenant and agree with each other as follows:

A.     AGREEMENT.

       This Agreement consists of two Parts (Part 1 and Part 2) and various
       Annexes and Schedules, all of which, taken together, comprise this
       "Agreement." Part 1 contains specific terms and signatures ("Part 1" or
       "Specific Terms"). Part 2, which is attached hereto, contains general
       terms ("Part 2" or "General Terms"). The provisions of each Part and the
       Annexes and Schedules attached thereto are equally binding on the
       Parties; provided, however, that, in the case of any inconsistency
       between any provisions of the Specific Terms and of the General Terms,
       the provisions of the Specific Terms shall govern. For convenience of
       reference, provisions of the Specific Terms are referred to as
       "Paragraphs" and provisions of the General Terms are referred to as
       "Sections".

B.     INITIAL COMMITTED CAPACITY.

       As of the date of this Agreement the Initial Committed Capacity consists
       of the indicated number of MCUs of Capacity on the Traffic Connections
       listed on Schedule 1 hereto.

C.     PURCHASE PRICE.

             (1) The Purchase Price in respect of each MCU of Initial Committed
             Capacity shall be the price per MCU indicated in Schedule 1 hereto.

             (2) The Purchase Price in respect of each MCU of Capacity to be
             purchased pursuant to Section 2(b) of this Agreement (the
             "Additional Committed Capacity"), if any, shall be the amount
             agreed upon, subject to the terms of Section 2 (b) of the
             Commitment Agreement, by the Parties hereto and shall be set forth
             in a Schedule 2 executed pursuant to said Section 2(b).

D.     INITIAL ANNUAL MAINTENANCE COST PAYMENT.

             (1) The Initial Annual Maintenance Cost Payment payable by the
             Purchaser with respect to each MCU of Initial Committed Capacity
             shall be the amount per MCU indicated in Schedule 1 hereto.

             (2) The Initial Annual Maintenance Cost Payment payable by the
             Purchaser with respect to each MCU of Additional Committed Capacity
             shall be an amount agreed upon, subject to the terms of Section
             3(c) of the Commitment Agreement, by the Parties hereto and shall
             be set forth in a Schedule 2 executed pursuant to Section 2(b).

E.     REQUESTED ACTIVATION DATE.

              (1) The Requested Activation Date for each MCU of Initial
              Committed Capacity is set forth in Schedule 1 hereto.

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             (2) The Requested Activation Date for each MCU of Additional
             Committed Capacity shall be agreed upon by the Parties hereto and
             set forth in a Schedule 2 executed pursuant to Section 2(b). The
             Grantor shall, subject to availability of Capacity on the relevant
             System, make Capacity available to the Purchaser POP to POP within
             [ ]* days of the Purchaser committing to purchase such Capacity.
             Capacity which includes the arrangement of a Local Loop by the
             Grantor will, subject to availability of the local loop capacity,
             be made available as soon as practicable by the Grantor and in any
             case within [ ]* days of the Purchaser's commitment to purchase
             such Capacity.

             The foregoing referenced dates do not constitute representations,
             warranties, covenants or agreements that the Initial Committed
             Capacity or Additional Committed Capacity, as the case may be, will
             be available on the Requested Activation Date.

F.           JAPANESE BACKHAUL

                  In the event that the Purchaser does not have the necessary
                  governmental authority to acquire the Committed Capacity on an
                  IRU basis in one or more jurisdiction(s) in Japan, or if any
                  jurisdiction(s) in Japan does not currently recognize or does
                  not recognize in the future the conveyance of
                  telecommunications facilities on an IRU basis, then as to such
                  jurisdiction(s) only, the Agreement shall be considered an
                  agreement for a lease of such Capacity ("Capacity Lease"). The
                  term of the Capacity Lease shall be the period set forth in
                  Section 12 of the General Terms. The total lease payments for
                  any such Capacity Lease shall be the amount set forth in
                  Paragraph C of the Specific Terms, in addition to any other
                  payments provided for in the Agreement, including but not
                  limited to Initial and Annual Maintenance Cost Payments,
                  Taxes, and "default interest." All amounts owed under the
                  Agreement shall be paid as provided in the Agreement and
                  Purchaser shall receive no credit or discount as a result of
                  the above-described change in status of the rights granted
                  under the Agreement.

                  In the event that the Agreement is deemed a Capacity Lease in
                  one or more jurisdictions, then as to such jurisdictions only,
                  the terms "purchase". "Purchaser", and any variations thereon
                  shall mean "lease", "Lessee", or the appropriate variation
                  thereof, and the terms "indefeasible right of use" and "IRU"
                  shall mean "Lease". Any other terms and conditions of the
                  Agreement also shall be deemed modified only to the extent
                  necessary to be consistent with the grant of a lease to the
                  Purchaser. All other terms and conditions of the Agreement
                  shall remain unchanged and fully valid and enforceable.

                  Purchaser agrees not to make any claim that the Agreement is
                  invalid or unenforceable as the result of it being deemed a
                  Capacity Lease in one or more jurisdictions.

                  It is the intent of the parties that the Purchaser be granted
                  an IRU or the next highest rights with regard to use of the
                  Committed Capacity. To the extent that any jurisdiction(s)
                  recognizes the conveyance of telecommunications facilities on


--------------------
* CONFIDENTIAL TREATMENT REQUEST - Confidential portion has been omitted and
filed separately with the Commission.


             CONFIDENTIAL - GLOBAL CROSSING PROPRIETARY INFORMATION
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                                                                               4

                  an IRU basis at any time during the term of the Agreement,
                  then for so long as that jurisdiction(s) recognizes such type
                  of conveyance, this Paragraph shall be of no force or effect
                  as to such jurisdiction.

G.           ADDITIONAL AGREEMENTS.

                  The Purchaser acknowledges that it may be necessary for the
                  Parties to enter into additional agreements to allow the
                  Grantor to grant an IRU or such other right as is available
                  under Paragraph F in any Capacity hereunder. Therefore, the
                  Purchaser agrees to enter into any such additional documents,
                  instruments or certificates as are reasonably required, in the
                  Grantor's opinion, to consummate any of the transactions
                  contemplated hereby, provided however, that such agreements
                  are reasonably acceptable to Purchaser and are no less
                  favorable, as applicable, to Purchaser than any such agreement
                  entered into by Grantor for similar purpose. Purchaser's
                  failure to execute such agreements may constitute a basis for
                  relieving or excusing Grantor from performing its obligations
                  hereunder.



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                                                                               5


IN WITNESS WHEREOF, the Parties have executed this Agreement effective on the
date first written above.




                                    GLOBAL CROSSING BANDWIDTH, INC.
                                    -----------------------------------
                                    By:
                                    Title:




                                    INTERNATIONAL SATELLITE COMMUNICATION
                                    HOLDING LTD.



                                    -----------------------------------
                                    By:
                                    Title:


                                    PURCHASER'S ADDRESS FOR NOTICES:








                                    Attention:
                                               ---------------
                                    Telephone:
                                               ---------------
                                    Fax:
                                               ---------------

                                    PURCHASERS ADDRESS FOR BILLING



                                    Attention:
                                    Telephone:
                                    Fax:
                                    Email:


             CONFIDENTIAL - GLOBAL CROSSING PROPRIETARY INFORMATION

<PAGE>   6

The undersigned hereby agrees to the provisions of Sections 7, 8, 10(g), 20(b),
20(g) and 23(b) of this Agreement. All of the provisions of this Agreement which
govern the rights and obligations of the Grantor hereunder shall apply to the
rights and obligations of the Maintenance Company under said Sections 7, 8,
10(g), 20(b), 20 (g) and 23(b). This Agreement shall also apply to any
subsequent purchases of Capacity pursuant to Section 2(b) of this Agreement.



                                  GLOBAL CROSSING NETWORK CENTER LTD.



                                  By: __________________________ Title:



             CONFIDENTIAL - GLOBAL CROSSING PROPRIETARY INFORMATION
<PAGE>   7
                         CAPACITY PURCHASE AGREEMENT

                    PART 2 - GENERAL TERMS AND CONDITIONS

                                                                               1



1.     DEFINITIONS.

Unless otherwise defined herein, all terms which are commonly used in the
telecommunications industry shall have the meanings generally given such terms
in such industry. The terms defined in the preamble and in the recitals of the
Specific Terms and the General Terms, as well as those defined in the text of
this Agreement, shall have their respective meanings when used herein and the
following additional terms shall have the following meanings:

       "Activation Date" as defined in Section 6 of the General Terms.

       "Actual Availability Date" as defined in Section 6 of the General Terms.

       "Affiliate" means in relation to any entity any other present or future
       entity controlled by or under common control with such entity. As used in
       this definition "control" shall mean as to any Person, (i) any
       corporation of which more than 20% of the outstanding stock of any class
       or classes having by the terms thereof ordinary voting POWER to elect a
       majority of the directors of such corporation (irrespective of whether or
       not at the time stock of any class or classes of such corporation shall
       have or might HAVE voting power by reason of the happening of any
       contingency) is at the time owned by such person and/or one or more
       Subsidiaries of such person and (ii) any partnership, association, joint
       venture or other entity in which such person and/or one or more
       Subsidiaries of such person have more than a 20% equity interest therein.

       "Annual Maintenance Cost Payment" means, with respect to each MCU of
       Committed Capacity, the amount determined pursuant to Paragraph D of the
       Specific Terms and Section 8 of the General Terms, which amount is
       payable by Purchaser to Grantor pursuant to Section 8 of the General
       Terms.

       "Business Day" means a day other than a Saturday, Sunday or other day on
       which commercial banks in Bermuda, Buenos Aires, Argentina or New York
       City are authorized or required to close.

       "Capacity" means capacity available on the Global Crossing Network.

       "Carrier Party" means any entity authorized or permitted under the laws
       of its respective country to acquire and use facilities for the provision
       of international telecommunications services.

       "Committed Capacity" means Capacity which the Purchaser has at any time
       agreed to purchase pursuant to Section 2(a) or 2(b) of the General Terms
       or any other provision of this Agreement.

       "Customer Information Guide" means the manual which the Grantor and/or
       the Maintenance Company shall publish from time to time and which shall
       include, among other things, interconnection services ordering
       procedures.

       "Delayed Availability Date" means, with respect to any Traffic
       Connection, the date that is the six-month anniversary of the Requested
       Activation Date for such Traffic Connection.

       "Dollars" or "$" means United States dollars.

       "Force Majeure" means any event or circumstance or combination of events
       or circumstances that is beyond the reasonable control of the party
       sought to be held liable, including, but not limited to, any: (i) delay
       in obtaining or failure to obtain or renew any permit or governmental
       authorization, provided that Grantor was reasonably informed of need for
       such permit or authorization and timely applied for and diligently
       prosecuted procuring the same (ii) act of God or of the public enemy,
       (iii) action, or failure to act, of any governmental authority, (iv) war
       or warlike operations, (v) civil war or commotion, mobilization, military
       call-up and acts of similar nature, (vi) revolution, rebellion, sabotage,
       insurrection or riot, (vii) drought, fire, flood, lightning, epidemic or
       quarantine restriction, earthquake, unusually severe storm, landslide or
       other natural event, (viii) strike or other labor action, (ix) freight
       embargo, (x) unworkable weather, (xi) trawler or anchor damage involving
       multiple points on the relevant System so that that System is no longer
       capable of providing self restoration, (xii) damage caused by other
       marine activity such as fishing, marine research or marine development,
       or interruptions caused by construction activity of a third party
       involving multiple points on the relevant System so that that System is
       no longer capable of providing self restoration, (xiii) act or omission
       or transporters, (xiv) act, or failure to act, of the Purchaser (in a
       case where the Grantor or the Maintenance Company is sought to be held
       liable), act, or failure to act of the Grantor (in a case where the
       Purchaser is sought to be held liable) or act, or failure to act, of any
       representatives or agents of a Party (in a case where the other party is
       sought to be held liable).

       "Global Crossing Network" means the fiber optic network comprised of the
       subsea and terrestrial systems owned by Grantor, or an Affiliate of the
       Grantor, and the other fiber optic transmission capacity which Grantor
       and/or its Affiliates may own or obtain (at their sole option) from
       another service provider, as such network may be expanded by the Grantor
       and its Affiliates from time to time.

       "Grantor's Account" means the bank account of the Grantor maintained with
       The Chase Manhattan Bank at

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                                                                               2

       1 Chase Manhattan Plaza, New York, NY, or such other account as the
       Grantor may designate to the Purchaser in writing. Wire instructions for
       the above-referenced account are as follows:

       Account Number:[  ]*
       Bank Name: The Chase Manhattan Bank
       ABA No.: 021 000 021
       Chips Participant No. 0002
       S.W.I.F.T BIC[  ]*
       Reference:[  ]*

       Any questions regarding wire transfers to the Grantor's Account should be
       directed to the attention of [ ]*.

       "Indefeasible Right of Use", or "IRU" means a contractual right for a
       defined duration of years in which the Purchaser is authorized to utilize
       certain Capacity of the Grantor, and which contractual right of
       utilization is not subject to defeasance, denial or withdrawal except on
       terms stated in the Agreement.

       "Initial Annual Maintenance Cost Payment" as defined in Section 8 of the
       General Terms.

       "Initial Payment" as defined in Section 3(a) of the General Terms.

       "Local Loop" means capacity provided by Grantor to Purchaser from a third
       party provider that provides connectivity between the Global Crossing
       Point of Presence and a location specified by the Purchaser. "Local Loop"
       may be maintained or operated by the Grantor or its Affiliates or by a
       third party.

       "Maintenance Company" means Global Crossing Network Center Ltd.


       "Maintenance Company's Account" means the bank account of the Maintenance
       Company maintained with The Bank of Bermuda, Hamilton, Bermuda, or such
       other account as the Maintenance Company may designate to the Purchaser
       in writing. Wire instructions for the above-referenced account are as
       follows:

       Citibank N.A.
       111 Wall Street
       New York, NY
       FED ABA: 021000089
       CHIPS ABA: 0008
       S.W.I.F.T. Code: [ ]*

       For Credit to:
       [ ]*

       CHIPS UID: [ ]*
       S.W.I.F.T. Code: [ ]*

     For Further Credit to: [ ]*
       Account Number: [ ]*

       Any questions regarding wire transfers to the Maintenance Company's
       Account should be directed to the attention of [ ]*.

       "Minimum Capacity Unit" or "MCU" means the unit measure of capacity to be
       purchased by the Purchaser on the Global Crossing Network. Unless
       otherwise specified in the Specific Terms, an STM-1 is designated as the
       MCU for purposes of this Agreement.

       "Payment Date" means, with respect to each MCU of Capacity to be
       purchased by the Purchaser hereunder, the date on which the Purchaser
       pays the Grantor, in immediately available Dollars, the amount required
       to be paid by the Purchaser for such Capacity pursuant to Section 3(b) of
       this Agreement. In the event that the Specific Terms of this Agreement
       provide for the payment of the Purchase Price in more than one
       installment, any interest conveyed by the Grantor to the Purchaser shall
       vest as of date upon which the final payment is made such that Grantor
       has received the Total Purchase Price, and such final payment date shall
       be deemed the Payment Date for purposes of Section 2(e) of this Part 2 of
       the Agreement.

       "Payment Due Date" means, with respect to each MCU of Committed Capacity,
       the Activation Date and, thereafter, on each January 1, April 1, July 1
       and October 1.

       "Points of Presence" means the points of presence of the Grantor and/or
       its Affiliates on the Global Crossing Network at which Purchaser is
       authorized by Grantor to interrconnect to send and receive traffic to and
       from the Global Crossing Network. Traffic Connections terminate at the
       Points of Presence. Individually, each of the Points of Presence may be
       referred to herein as a "Point of Presence."

       "Purchased Capacity" means the Capacity on the Traffic Connections as to
       which the Purchaser has paid the Purchase Price and has been granted an
       IRU in accordance with this Agreement.

       "Purchase Price" means, with respect to each MCU of Committed Capacity,
       the amount set forth pursuant to Paragraph C of the Specific Terms and
       Section 3 of the General Terms, which amount is payable by the Purchaser
       to the Grantor pursuant to Section 3(b) of the General Terms.

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* CONFIDENTIAL TREATMENT REQUEST - Confidential portion has been omitted and
filed separately with the Commission.


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                                                                               3

       "Requested Activation Date" means, with respect to any Committed
       Capacity, the date set forth pursuant to Paragraph E of the Specific
       Terms.

       "System Interface" means the digital/optical input/output ports on the
       digital/optical distribution frame (including the digital/optical
       distribution frame, itself) where the basic system module connects with
       other transmission facilities or equipment.

       "Total Purchase Price" means the aggregate amount of purchase price
       payable by the Purchaser to the Grantor for any Committed Capacity
       (exclusive of any Annual Maintenance Cost Payments in respect of such
       Capacity).

       "Traffic Connection" means "point-to-point" connectivity for
       telecommunications traffic between two Points of Presence. Capacity is or
       will be available on Traffic Connections between Points of Presence on
       the Global Crossing Network. Any Local Loop capacity provided under this
       Agreement shall not be considered to be part of the Traffic Connection.

2. COMMITMENT; CONDITIONS TO
OBLIGATION; IRU FOR
PURCHASED CAPACITY.

       (a) Purchase Obligation. The Purchaser hereby irrevocably and
       unconditionally (except as provided in Section 2(d) of the General Terms)
       agrees to purchase the MCUs of Initial Committed Capacity specified
       pursuant to Paragraph B of the Specific Terms hereof for the Purchase
       Price and on the other terms and conditions set forth in this Agreement.

       (b) Additional Capacity. (i) At any time, so long as the Grantor
       determines that Capacity is available on the Global Crossing Network and
       so long as the Grantor and Purchaser have mutually agreed upon the
       applicable Purchase Price, and Annual Maintenance Cost Payment, subject
       to the terms of the Commitment Agreement , the Purchaser may elect to
       purchase Capacity pursuant to this Agreement in addition to that provided
       for in Section 2(a) hereof. Purchaser agrees that it shall present its
       request for Additional Capacity for POP to POP connections no later than
       ninety days before the proposed activation date.

       (ii) The Purchaser and Grantor shall effect such election by (A) jointly
       executing and delivering a written Schedule 2 and (B) the Purchaser's
       paying the applicable Initial Payment pursuant to Section 3(a) to the
       Grantor's Account. Such Schedule 2A shall be deemed to be an irrevocable,
       unconditional agreement of the Purchaser (except as provided by Section
       2(d) hereof) to (i) purchase the MCUs of Capacity specified therein for
       the Purchase Price specified therein (ii) pay the Purchase Price and
       Annual Maintenance Cost Payments specified therein when due, and (iii)
       comply with all other terms and conditions set forth in this Agreement.

       (c) Condition to Grantor's Obligation. The Grantor's obligation to grant
       an IRU in any MCU of Capacity allocated to a Traffic Connection hereunder
       is subject to the occurrence of the Actual Availability Date(s) of such
       Capacity.

       (d) Condition to Purchaser's Obligation. The Purchaser's agreement to
       purchase any MCU of Committed Capacity allocated to a Traffic Connection
       as to which, at the time in question, an IRU has not been granted
       hereunder, shall terminate (unless the Purchaser requests an extension of
       time) if the Actual Availability Date for such Committed Capacity has not
       occurred by the Delayed Availability Date. In such event, all amounts of
       Initial Payment previously received from the Purchaser with respect to
       Committed Capacity as to which the Purchaser has not been granted an IRU
       (the "Deposit") shall be retained by the Grantor but the Purchaser shall
       be entitled to a credit equal to the amount of such Deposit against the
       purchase price of any capacity purchased by the Purchaser on the Global
       Crossing Network at any future date. Except as set forth herein, the
       Purchaser shall not be entitled to any other rights, remedies or damages,
       whatsoever, for the delay or non-occurrence of any Actual Availability
       Date.

       (e) Grant of IRU. Effective on the Payment Date, the Grantor grants to
       the Purchaser, for the term set forth in Section 12 of this Agreement, an
       IRU in the Purchased Capacity for which payment has been made in
       accordance with Section 3(b) of this Agreement.

       (f) Quiet Enjoyment. So long as no event has occurred which entitles the
       Grantor to suspend service under this Agreement, the Purchaser shall be
       entitled to the quiet enjoyment and use of the rights granted hereunder
       free from interference by any person claiming through the Grantor, such
       as the Grantor's lenders.

       (g) Additional Agreements. The Grantor's obligation to grant an IRU in
       any Capacity hereunder is subject to the receipt of such additional
       documents, instruments or certificates from the Purchaser as are
       reasonably required to consummate the transactions contemplated by this
       Agreement.

3. PAYMENT FOR CAPACITY.

       (a) Initial Payment. Within three (3) Business Days after the date of
       this Agreement, in the case of the Initial Committed Capacity and, in the
       case of any Additional Committed Capacity, on the date the Purchaser
       elects to commit to purchase it in accordance with Section 2(b) of this
       Agreement, the Purchaser shall make an initial

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                                                                               4

       payment to the Grantor's Account, in immediately available Dollars, in an
       amount equal to [ ]* percent ([ ]*%) of the Total Purchase Price of such
       Committed Capacity (in each case, the "Initial Payment"). Each Initial
       Payment shall be non-refundable and shall be credited, pro rata, toward
       the payment of the Purchase Price for the Committed Capacity with respect
       to which it was paid, but without prejudice to any other legal remedy
       available to Purchaser by law.

       (b) Payment of Purchase Price. In exchange for the IRU interest granted
       pursuant to this Agreement in any MCU of Purchased Capacity, the
       Purchaser shall, on or before each Payment Due Date, pay to the Grantor's
       Account, in immediately available Dollars, an amount equal to the
       Purchase Price for the MCUs of Purchased Capacity to be purchased on such
       date, less the amount of any Initial Payment to be credited to such
       Purchase Price pursuant to Section 3(a). Each payment made under this
       Section 3(b) shall be non-refundable.

4.     TAXES

       (a) Taxes. All payments made by the Purchaser under this Agreement shall
       be made without any deduction or withholding for or on account of any
       tax, duty or other charges, of whatever nature (including, without
       limitation, any regulatory fees, surcharges or assessments) imposed by
       any taxing or governmental authority (collectively, "Taxes"). If the
       Purchaser is or was required by law to make any deduction or withholding
       from any payment due hereunder to the Grantor or the Maintenance Company,
       then, notwithstanding anything to the contrary contained in this
       Agreement, the gross amount payable by the Purchaser to the Grantor or
       the Maintenance Company, as applicable, will be increased so that, after
       any such deduction or withholding for Taxes, the net amount received by
       the Grantor or the Maintenance Company, as applicable, will not be less
       than the Grantor or the Maintenance Company, as applicable, would have
       received had no such deduction or withholding been required. If any
       taxing or governmental authority asserts that the Purchaser should have
       made a deduction for withholding for or on account of any Taxes with
       respect to all or a portion of any payment made hereunder, the Purchaser
       hereby agrees to indemnify the Grantor or the Maintenance Company, as
       applicable, for such Taxes and to hold the Grantor or the Maintenance
       Company, as applicable, harmless on an after-tax basis from and against
       any Taxes, interest or penalties levied or asserted against them in
       connection therewith.

       (b) The Purchaser shall be responsible for and shall pay any applicable
       value added taxes or other federal, state or local sales, use, excise,
       privileged, gross receipts or other similar taxes, duties or charges
       imposed by any governmental authority or regulatory body in connection
       with the purchase of any Capacity hereunder. The Grantor shall invoice
       the Purchaser for all applicable taxes and such taxes are payable by the
       Purchaser in respect of its purchase of Capacity unless the Purchaser
       produces to the Grantor applicable valid states' resale certificates
       relating to state or local sales, use, gross receipts or similar taxes.
       The Purchaser shall be responsible for and shall pay all real property
       and ad valorem taxes imposed by any governmental authority in connection
       with the Capacity to be purchased pursuant to this Agreement. The payment
       of any such taxes, duties or charges will be in addition to the payment
       of the Purchase Price and the Annual Maintenance Cost Payments.

5.     AVAILABILITY OF CAPACITY; CABLE NETWORK CONFIGURATION; ACCESS
       CONNECTIONS.

       (a) On the Activation Date, the Grantor will have the right to use and
       provide the Purchased Capacity to the Purchaser.

       (b) The Grantor and its Affiliates shall have full and complete control,
       authority and responsibility for determining any network and system
       configuration or designs or changes therein, network and system upgrades,
       routing configurations or rearrangement and all related functions with
       regard to the provision of Capacity to the Purchaser.

       (c) The Purchased Capacity will be made available to the Purchaser at the
       applicable Points of Presence.

       (d) Access connection services and service orders therefor shall be
       provided in accordance with this Agreement and the Customer Information
       Guide.

6.     ACTUAL AVAILABILITY DATE; ACTIVATION.

       (a) The "Actual Availability Date" with respect to any Capacity on a
       Traffic Connection shall be the date on which the Traffic Connection is
       available for service [ ]*.

       (b) The Activation Date shall occur on the later of (i) the Actual
       Availability Date and (ii) the Requested Activation Date. [ ]*

--------------------
* CONFIDENTIAL TREATMENT REQUEST - Confidential portion has been omitted and
filed separately with the Commission.

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<PAGE>   11


                                                                               5

7.     OPERATION AND MAINTENANCE OF SYSTEM.

       (a) Maintenance.

       (i) The Grantor and the Maintenance Company jointly agree to use
       reasonable efforts to cause the Global Crossing Network to be maintained
       in efficient working order, using the Maintenance Company's standard
       maintenance procedures, all in accordance with applicable industry
       standards. The Grantor and the Maintenance Company may vary the technical
       parameters applicable to the Capacity so long as the quality of such
       Capacity is not adversely affected and complies with the SLA.

       (ii) The Grantor, the Maintenance Company and their respective Affiliates
       will have sole responsibility for negotiating, executing and
       administering contracts and all other aspects related to the
       construction, operation, maintenance and repair of the Global Crossing
       Network.

       (iii) Should any condition exist in any portion of the Global Crossing
       Network that, in the judgment of the Grantor and the Maintenance Company,
       could impair the integrity of the Global Crossing Network, the Grantor
       and the Maintenance Company shall initiate and coordinate planned
       maintenance, which may include deactivation of such portion of the Global
       Crossing Network (or shall cause such action to occur) with respect to
       such portion of the Global Crossing Network. The Grantor or the
       Maintenance Company shall, to the extent reasonably practicable, advise
       the Purchaser in writing at least thirty (30) days prior to initiating a
       planned maintenance operation, of the timing and scope of such planned
       maintenance operation.

       (iv) In the event of disruption of service due to Force Majeure or other
       emergency, the Grantor and the Maintenance Company shall cause service to
       be restored as quickly as reasonably practicable, and the Grantor and the
       Maintenance Company shall take such measures as are reasonably necessary
       to obtain such objective.

       (b) Customer Care. The Grantor and the Maintenance Company jointly agree
       to perform or cause to be performed customary duties and responsibilities
       pertaining to a Network Administrator/Customer Care Center for the Global
       Crossing Network, as set forth in the Customer Information Guide.

       (c) Rules, Regulations and Requirements. The Purchaser understands and
       agrees to abide by all generally applicable rules, regulations and
       requirements set forth by each entity having rights in any portion of the
       Global Crossing Network, and communicated in writing to Purchaser,
       including, but not limited to, specifications, equipment and floor
       spacing.

       (d) No Salvage Rights. Nothing contained in this Agreement shall be
       deemed to vest in the Purchaser any salvage rights or any rights other
       than those expressly provided for herein, in any portion of the Global
       Crossing Network.

8.     MAINTENANCE COSTS.

       (a) Annual Maintenance Cost Payments. The Purchaser shall be liable to
       pay an annual amount for each MCU of Capacity on a Traffic Connection
       purchased by the Purchaser hereunder equal to the Annual Maintenance Cost
       Payment for such Traffic Connection. The Purchaser shall pay to the
       Maintenance Company's Account, in immediately available Dollars, the
       Annual Maintenance Cost Payments for each MCU of Capacity in accordance
       with this Section 8.

       (b) Definitions. For purposes of this Agreement:

       (i) "Initial Annual Maintenance Cost Payment" means, with respect to each
       MCU of Capacity on a Traffic Connection purchased by the Purchaser, the
       annual amount equal to the amount set forth as such pursuant to Paragraph
       D of the Specific Terms for such Traffic Connection.

       (ii) "Annual Maintenance Cost Payment" means, with respect to each MCU of
       Capacity on a Traffic Connection purchased by the Purchaser, for the
       calendar year in which the Activation Date occurs, the Initial Annual
       Maintenance Cost Payment. For each calendar year following the year in
       which the Activation Date occurs, the Annual Maintenance Cost Payment for
       each MCU of Capacity on a Traffic Connection will be the Initial Annual
       Maintenance Cost Payment, increased by the percentage of inflation in the
       US as determined by the official rate specified by the relevant
       authorities, or in the case where maintenance is performed in a different
       jurisdiction by the applicable rate calculated by the relevant government
       or other official source, per year, compounded annually. The annual
       amount payable in the year the Activation Date occurs will be reduced pro
       rata for the portion of the year prior to the Activation Date of a
       Traffic Connection.

       (c) Payment Procedure. Payment of the Initial Annual Maintenance Cost
       Payment shall be due in the initial Payment Due Date. Payments of the
       Annual Maintenance Cost Payment for each MCU of Capacity on a Traffic
       Connection shall be due and payable quarterly in advance on each Payment
       Due Date, commencing with the first such Payment Due Date after the
       Activation Date of each such MCU. For any IRU granted between the Payment
       Due Dates, on the date of such grant the Purchaser shall make a
       proportional payment for the period from the date of such grant to the
       next succeeding quarterly payment date. Each payment


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<PAGE>   12
                                                                               6

       made by the Purchaser hereunder shall be non-refundable.

9.     INVOICES; DEFAULT INTEREST.

       (a) Invoices. The Grantor, the Maintenance Company or their respective
       authorized agents shall render invoices under this Agreement in Dollars,
       and the Purchaser shall pay such amount in Dollars. The Purchaser shall
       make all payments by means of a wire transfer to the Grantor's Account or
       the Maintenance Company's Account, as specified in this Agreement. The
       Purchaser shall make all payments required to be made pursuant to this
       Agreement, other than the Initial Payment which shall be made in
       accordance with the provisions of Section 3(a) hereof, on the later of
       (i) the date such payment is due and (ii) fifteen (15) business days
       after an invoice is received from the Grantor or the Maintenance Company,
       as applicable, by the Purchaser.

       (b) Default Interest. Any invoice rendered under this Agreement by the
       Grantor, the Maintenance Company or their respective agents which is not
       paid when due shall accrue interest at the annual rate of [ ]* percent ([
       ]*%) above the one month LIBOR rate for the Dollar, as quoted in The Wall
       Street Journal on the first business day of the month in which such
       payment is due. Such interest shall accrue from the day following the
       date payment was due until it is paid in full. In the event that
       applicable law does not allow the imposition of "default interest" at the
       rate established in accordance with this Section 9(b), such "default
       interest" shall be at the highest rate permitted by applicable law. For
       purposes of this Section, "paid" shall mean that funds are available for
       immediate use by the Grantor or the Maintenance Company, as applicable.

10.    DEFAULT.

       (a) Purchaser. If the Purchaser fails to make any payment required by
       this Agreement on the date that it is due, or if the Purchaser is
       otherwise in breach of this Agreement, and such payment default continues
       unremedied for a period of at least [ ]* ([ ]*) days or such other breach
       continues for a period of at least [ ]* ([ ]*) days, the Grantor, the
       Maintenance Company or their respective authorized agents, may notify the
       Purchaser in writing of such payment default or other breach and if full
       payment is not received, or such other breach is not fully remedied
       within [ ]* ([ ]*) days of such notification, unless the Parties agree
       otherwise in view of the circumstances, the Grantor and the Maintenance
       Company: (i) may suspend all service provided to the Purchaser hereunder
       (including suspending the Purchaser's right to use the Purchased
       Capacity), until such payment default or other breach has been cured
       (including payment of default interest, if any) and (ii) shall be
       entitled to pursue any and all rights and legal and equitable remedies,
       including its rights and remedies to enforce the Purchaser's obligations
       under this Agreement.. After [ ]* days from the date of notification by
       the Grantor or the Maintenance Company of such payment default or other
       breach described above, and such default or breach remains unremedied,
       the Grantor shall have the right to terminate all IRUs granted hereunder
       whereby the ownership of such Capacity shall revert back to the Grantor.

       (b) Grantor. If the Grantor or the Maintenance Company is in breach of
       this Agreement and such breach continues for a period of at least thirty
       (30) days, the Purchaser may notify the Grantor or the Maintenance
       Company, as applicable, in writing of such breach and if such breach is
       not fully remedied within fifteen (15) days of such notification, the
       Purchaser shall, for so long as such breach continues, be entitled to
       pursue any and all rights and legal and equitable remedies, including its
       rights and remedies to enforce the Grantor's or the Maintenance
       Company's, as applicable, obligations under this Agreement.

11.    USE OF CAPACITY.

       (a) The Purchaser's operation of the Purchased Capacity and any equipment
       associated therewith shall be such as not to interrupt, interfere with,
       or impair service over any of the facilities comprising the Global
       Crossing Network, or impair privacy of any communications over such
       facilities, cause damage to plant or create hazards to employees,
       affiliates or connecting companies of the Grantor or the Maintenance
       Company, the Purchaser, or any other user, owner or operator of the
       Global Crossing Network or the public. If any of the above occur, the
       Purchaser shall bear the cost of any additional protective apparatus
       reasonably required to be installed because of the use of such facilities
       by the Purchaser, any lessees or permitted transferees of the Purchaser,
       or any customer or customers of the Purchaser or of any such lessee or
       transferee. The Grantor will use reasonable efforts to cause all other
       purchasers of capacity in the Global Crossing Network to undertake
       obligations comparable to those of the Purchaser set forth in this
       Section, and the Purchaser shall cause all permitted users of any of the
       Purchased Capacity to undertake comparable obligations. The Purchaser
       represents, warrants and covenants that its ownership and use of the
       Purchased Capacity shall comply in all material respects, at all times
       with all applicable government codes, ordinances, laws, rules,
       regulations and/or restrictions and the terms of this Agreement.

--------------------
* CONFIDENTIAL TREATMENT REQUEST - Confidential portion has been omitted and
filed separately with the Commission.

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<PAGE>   13

                                                                               7

       (b) The Purchased Capacity shall be made available to the Grantor and the
       Maintenance Company (or their respective subsidiaries or agents), at such
       times reasonably agreeable to the Purchaser and the Grantor or the
       Maintenance Company, as applicable, to permit the Grantor or the
       Maintenance Company to conduct such tests and adjustments as may be
       necessary for such capacity to be maintained in efficient working order.

12.    DURATION OF AGREEMENT; TERM OF IRU.

       (a) This Agreement shall become effective as of the day and year set
       forth in the preamble to this Agreement and shall continue in effect
       until all IRUs granted hereunder have terminated, at which time this
       Agreement shall terminate.

       (b) The termination of this Agreement (whether under this Section or
       otherwise) shall not relieve the Parties from any liabilities arising
       prior to such termination.

       (c) The term of the IRU granted to the Purchaser in any Traffic
       Connection hereunder shall begin on the Activation Date and terminate on
       December 31, 2025.

13.    APPROVALS; LICENSES.

       The performance of this Agreement by each Party hereto is contingent upon
       the acquisition, renewal and continuance of such approvals, consents,
       governmental authorizations, licenses and permits by such Party and its
       Affiliates as may be required or reasonably deemed necessary by such
       Party for performance by such Party hereunder and as may be satisfactory
       to it. The Parties shall use reasonable efforts to obtain, renew and
       continue, and to have renewed and continued, such approvals, consents,
       licenses and permits. No license under patents is granted by the Grantor
       or shall be implied or arise by estoppel in the Purchaser's favor with
       respect to any apparatus, system or method used by the Purchaser in
       connection with the use of the capacity granted to it hereunder.

14.    DISCLAIMER.

       Except as otherwise provided in the Agreement, neither the Grantor, the
       Maintenance Company nor any of their respective Affiliates represents,
       warrants, covenants or guarantees that the Actual Availability Date for
       any Traffic Connection or the completion of any System will occur and the
       Grantor, the Maintenance Company and its Affiliates will have no
       obligation under this Agreement or otherwise unless and until the
       applicable Availability Date occurs. UNLESS SPECIFICALLY SET FORTH IN
       THIS AGREEMENT OR THE COMMITMENT AGREEMENT, ANY WARRANTIES, EXPRESSED OR
       IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY
       AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.

15.    LIMITATIONS OF LIABILITY.

       (a) In no event shall the Purchaser, the Grantor, the Maintenance Company
       or any of their respective Affiliates be liable to any party for
       consequential, incidental, indirect or special damages, including, but
       not limited to, loss of revenue, loss of business opportunity, or the
       costs associated with the use of external restoration facilities,
       including, without limitation, for any loss or damage sustained by reason
       of the unavailability of, or any failure in or breakdown of the Global
       Crossing Network, any System, any Traffic Connection, any portion thereof
       or the facilities associated with the Global Crossing Network, the
       failure of any inland carrier to perform the terms and conditions of any
       agreement to which it and the Purchaser are parties or for any
       interruption of service, whatever the cause and however long it shall
       last. Purchaser's remedies in the event of any failure or unavailability
       of the Capacity are limited to those set forth in the SLA.

16.    SETTLEMENT OF DISPUTES.

       (a) The parties hereto shall endeavor in good faith to settle amicably
       and without delay by mutual discussions any disputes, differences or
       claims, whatsoever, related to this Agreement.

       (b) Failing such amicable settlement, any controversy, claim or dispute
       arising under or relating to this Agreement, including, without
       limitation, the existence, validity, interpretation, performance,
       termination or breach thereof, shall finally be settled by arbitration in
       accordance with the International Arbitration Rules of the American
       Arbitration Association ("AAA"). There shall be three (3) arbitrators
       (the "Arbitration Tribunal"), the first of which shall be appointed by
       the claimant in its notice of arbitration, the second of which shall be
       appointed by the respondent within thirty (30) days of the appointment of
       the first arbitrator and the third of which shall be jointly appointed by
       the party-appointed arbitrators within thirty (30) days thereafter,
       failing which such third arbitrator will be appointed by the AAA within
       thirty (30) days. The language of the arbitration shall be English. The
       Arbitration Tribunal shall issue a written opinion and will not have
       authority to award punitive damages to either party. Each party shall
       bear its own costs and expenses, but the parties shall share equally the
       expenses of the Arbitration Tribunal and the AAA. This Agreement shall be
       enforceable, any arbitration award shall be final and judgment thereon
       may be entered in any court of competent jurisdiction. The arbitration
       shall be held in New York, NY, USA.

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<PAGE>   14

                                                                               8


17.    GOVERNING LAW.

       THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
       LAWS OF THE STATE OF NEW YORK.

18.    WAIVER OF IMMUNITY.

       The parties hereto acknowledge that this Agreement is commercial in
       nature, and each party hereto expressly and irrevocably waives any claim
       or right which it may have to immunity (whether sovereign immunity, act
       of state or otherwise) for itself, or with respect to any of its assets,
       in connection with an arbitration, arbitral award or other proceeding to
       enforce this Agreement, including, without limitation, immunity from
       service of process, immunity of any of its assets from pre- or
       post-judgment attachment or execution, and immunity from the jurisdiction
       of any court or arbitral tribunal.

19.    EXPORT CONTROL.

       The Parties acknowledge that to the extent any products, software or
       technical information provided under this Agreement are or may be subject
       to any applicable export laws and regulations, the Parties hereto agree
       that they will not use, distribute, transfer or transmit the products,
       software or technical information (even if incorporated into other
       products) except in compliance with such export laws and regulations (or
       licenses or orders issued pursuant thereto). If requested by and Party
       hereto the other Parties agree to sign all necessary export-related
       documents as may be required to comply therewith.

20.    REPRESENTATIONS; INDEMNITY.

       (a) The Grantor hereby represents and warrants to Purchaser that (i) the
       Grantor is a corporation duly organized and validly existing under the
       laws of the State of California; (ii) the execution, delivery and
       performance of this Agreement by the Grantor have been duly authorized by
       all necessary corporate action on the part of the Grantor and this
       Agreement is a valid, binding and enforceable obligation of the Grantor
       enforceable against it in accordance with its terms and (iii) the
       execution, delivery and performance of this Agreement by the Grantor does
       not violate, conflict with or constitute a breach of, its organizational
       documents or any order, decree or judgment of any court, tribunal or
       governmental authority binding on the Grantor.

       (b) The Maintenance Company hereby represents and warrants to the
       Purchaser that (i) the Maintenance Company is a corporation duly
       organized and validly existing under the laws of Bermuda; (ii) the
       execution, delivery and performance of this Agreement by the Maintenance
       Company have been duly authorized by all necessary corporate action on
       the part of the Maintenance Company and this Agreement is a valid,
       binding and enforceable obligation of the Maintenance Company enforceable
       against it in accordance with its terms and (iii) the execution, delivery
       and performance of this Agreement by the Maintenance Company does not
       violate, conflict with or constitute a breach of, its organizational
       documents or any order, decree or judgment of any court, tribunal or
       governmental authority binding on the Maintenance Company.

       (c) The Purchaser hereby represents and warrants to the Grantor that (i)
       the Purchaser is a corporation duly organized, and validly existing under
       the laws of its jurisdiction of organization; (ii) the Purchaser use of
       the Capacity shall comply with relevant laws and regulations in the US or
       relevant jurisdiction; (iii) the execution, delivery and performance of
       this Agreement by the Purchaser have been duly authorized by all
       necessary corporate action on the part of the Purchaser and this
       Agreement is a valid, binding and enforceable obligation of the Purchaser
       enforceable against it in accordance with its terms; and (iv) the
       execution, delivery and performance of this Agreement by the Purchaser
       does not violate, conflict with or constitute a breach of, the
       organizational documents or any order, decree or judgment of any court,
       tribunal or governmental authority binding on the Purchaser.

       (d) Each Party hereby represents and warrants to the other Parties that
       it has obtained all approvals, consents, governmental authorizations,
       licenses and permits as may be required to enter into this Agreement,
       and, in the case of the Grantor and the Purchaser, grant or acquire, as
       the case may be, the IRU in the Purchased Capacity.

       (e) The foregoing representations and warranties shall survive the
       execution and delivery of this Agreement.

       (f) Subject to Section 15, the Purchaser agrees to indemnify and hold
       harmless the Grantor, the Maintenance Company, their respective
       Affiliates and any of their respective officers, directors, employees,
       agents and representatives from and against any loss, damage, expense or
       cost arising out of or in connection with: (i) any breach or violation by
       the Purchaser of applicable law or governmental regulation and (ii) any
       claims of whatever nature by third parties with respect to the services
       provided by the Purchaser or the Purchaser's use of the Purchased
       Capacity.

       (g) Subject to Section 15, the Grantor and the Maintenance Company agree
       to indemnify and hold harmless the Purchaser and its officers, directors,
       employees, agents and representatives from and against any loss, damage,
       expense or cost arising out of or in connection with: (i) any breach or
       violation by the Grantor or the Maintenance Company of applicable law or
       governmental regulation, and (ii) any claims of

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<PAGE>   15

                                                                               9

       whatever nature by third parties with respect to the services provided by
       the Grantor or the Maintenance Company.

21.    RELATIONSHIP OF THE PARTIES.

       This Agreement shall not form a joint venture, partnership or similar
       business arrangement between the parties hereto, and nothing contained
       herein shall be deemed to constitute a partnership, joint venture or
       similar business arrangement.

22.    NO THIRD PARTY BENEFICIARIES.

       This Agreement does not provide and is not intended to provide third
       parties (including, but not limited to, customers of the Purchaser, any
       permitted transferee of the Purchased Capacity or any other permitted
       user of the Purchased Capacity) with any remedy, claim, liability,
       reimbursement, cause of action, or any other right. Furthermore, the
       Purchaser acknowledges that it is not a third party beneficiary of any
       agreement entered into by the Grantor, the Maintenance Company or their
       respective Affiliates, including, but not limited to, construction
       contracts or any contract for the operation or maintenance of the Global
       Crossing Network or any part thereof.

23.    ASSIGNMENT.

       (a) This Agreement and all of the provisions hereof shall be binding upon
       and inure to the benefit of the parties hereto and their respective
       successors and permitted assigns.

       (b) The Grantor shall be solely responsible for complying with all of the
       terms binding on the "Grantor" hereunder and the Maintenance Company
       shall solely be responsible for complying with all of the terms binding
       on the "Maintenance Company" hereunder and shall not be permitted to
       assign, transfer or otherwise dispose of any or all of its right, title
       or interest hereunder or delegate any or all of its obligations hereunder
       to any person or entity except that the Grantor and the Maintenance
       Company shall be permitted to (i) effect a collateral assignment of their
       respective rights hereunder to one or more lenders to Grantor, the
       Maintenance Company or their respective Affiliates and (ii) assign,
       transfer or otherwise dispose of any or all of their rights hereunder and
       delegate any or all of their obligations hereunder to any present or
       future Affiliate of the Grantor or the Maintenance Company. The Grantor
       or the Maintenance Company shall give the Purchaser notice of any such
       assignment, transfer or other disposition or any such delegation.

       (c) The Purchaser shall be solely responsible for complying with all of
       the terms binding on the "Purchaser" hereunder and shall not be permitted
       to assign, transfer or otherwise dispose of any or all of its right,
       title or interest hereunder (except for leases, licenses and transfers of
       the right to use Capacity to the extent permitted under Section 23(d)
       below) or delegate any or all of its obligations hereunder to any person
       or entity except that the Purchaser with prior written notice to Grantor
       shall be permitted to: (i) effect a collateral assignment of its rights
       hereunder to one or more lenders to Purchaser, or (ii) assign, transfer
       or otherwise dispose of any or all its rights hereunder and delegate any
       or all of its obligations hereunder to any Affiliate. .

       (d) (i) Subject to the limitations set forth in Section 23(d)(ii), the
       Purchaser may enter into agreements to lease or license the right to use
       or transfer the right to use or otherwise resell any Purchased Capacity.

       (ii) [ ]*

       (iii) No lease, license or transfer permitted by this Section 23(d) shall
       involve any delegation or other transfer of any of the Purchaser's
       obligations or liabilities hereunder. Each lessee, licensee and
       transferee of any right to use Purchased Capacity shall derive all of its
       rights solely through the Purchaser and such rights shall be enforceable
       solely against the Purchaser. No such lessee, licensee or transferee
       shall become a third party beneficiary of this Agreement or obtain any
       right, title or interest in, to or under this Agreement or the ability to
       enforce any provision hereof, nor shall any lessee, licensee or
       transferee thereof have any rights or claims against the Grantor or the
       Maintenance Company for any reason whatsoever. The rights of any lessee,
       licensee or transferee of a right to use any Purchased Capacity shall be
       subject and subordinate to all the terms of this Agreement (including the
       Grantor's and the Maintenance Company's right to suspend service in the
       event of a default by the Purchaser hereunder) and the Purchaser shall
       remain primarily liable hereunder for the performance of all the terms of
       this Agreement to the same extent as if such lease, license or transfer
       had not occurred. Any such lease, license or transfer agreement shall
       prohibit further assignment, transfer or other disposition of Purchased
       Capacity except in accordance with the terms of this Section 23.

       (e) Only Carrier Parties which have acquired and hold the right to use
       one or more whole MCUs of Capacity shall be entitled to utilize the
       services of the Customer Care Center. Every entity which has the right to
       utilize the services of the Customer Care Center shall promptly contact
       the Customer Care Center and provide all such


--------------------
* CONFIDENTIAL TREATMENT REQUEST - Confidential portion has been omitted and
filed separately with the Commission.


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<PAGE>   16

                                                                              10


       information reasonably requested by the Customer Care Center.

       (f) Any assignment, transfer or other disposition by any Party which is
       in violation of this Section 23 shall be null, void and of no force and
       effect.

24.    NOTICES.

       Each notice, demand, certification or other communication given or made
       under this Agreement shall be in writing and shall be delivered by hand
       or sent by registered mail or by facsimile transmission to the address of
       the respective party as shown below (any change to the name, address and
       facsimile numbers may be made at any time by giving fifteen (15) days
       prior written notice in accordance with this Section.):

       If to the Purchaser at the address set forth in the Specific Terms.

       If to the Grantor:
       Global Crossing Bandwidth Inc.
       360 North Crescent Drive
       Beverly Hills, CA 90210 USA
       Attn: General Counsel
       Fax No.: (310) 385-3700

       If to the Maintenance Company:
       Global Crossing Network Center Ltd.
       Wessex House
       45 Reid Street
       Hamilton HM12, Bermuda
       Attn: President
       Fax No.: (441) 296-8606

       Any such notice, demand or other communication shall be deemed to have
       been received, if (i) delivered by hand, at the time of delivery, (ii)
       posted, at the expiration of seven (7) days after the envelope containing
       the same shall have been deposited in the post maintained for such
       purpose, postage prepaid, or, (iii) sent by facsimile, at the date of
       transmission if confirmed receipt is followed by postal notice.

25.    SEVERABILITY.

       If any provision of this Agreement is found by an arbitral, judicial,
       regulatory or other governmental authority having jurisdiction to be void
       or unenforceable, such provision shall be deemed to be deleted from this
       Agreement and the remaining provisions shall continue in full force and
       effect.

26.    HEADINGS.

       The Paragraph and Section headings of this Agreement are for convenience
       of reference only and are not intended to restrict, affect or influence
       the interpretation or construction of provisions of such Section.

27.    COUNTERPARTS.

       This Agreement may be executed in counterparts, each of which when
       executed and delivered shall be deemed an original. Such counterparts
       shall together (as well as separately) constitute one and the same
       instrument.

28.    ENTIRE AGREEMENT.

       This Agreement supersedes all prior written or oral understandings
       between the Parties with respect to the subject matter herein and,
       together with the Schedules and the Annexes hereto and the Commitment
       Agreement, constitutes the entire agreement with respect to the subject
       matter herein. This Agreement shall not be modified or amended except by
       a writing signed by authorized representatives of the Parties.

29.    PUBLICITY AND CONFIDENTIALITY.

       (a) The provisions of this Agreement and any non-public information,
       written or oral, with respect to this Agreement ("Confidential
       Information") will be kept confidential and shall not be disclosed, in
       whole or in part, to any person other than Affiliates, officers,
       directors, employees, agents or representatives of a Party (collectively,
       "Representatives") who need to know such Confidential Information for the
       purpose of negotiating, executing and implementing this Agreement. Each
       Party agrees to inform each of its Representatives of the non-public
       nature of the Confidential Information and to direct such persons to
       treat such Confidential Information in accordance with the terms of this
       Section 29. Nothing herein shall prevent a Party from disclosing
       Confidential Information (i) upon the order of any court or
       administrative agency, (ii) upon the request or demand of, or pursuant to
       any regulation of, any regulatory agency or authority, (iii) to the
       extent reasonably required in connection with the exercise of any remedy
       hereunder, (iv) to a Party's legal counsel or independent auditors, (v)
       to prospective lenders to such Party or their Affiliates, and (vi) to any
       actual or proposed assignee, transferee or lessee of all or part of its
       rights hereunder provided that such actual or proposed assignee agrees in
       writing to be bound by the provisions of this Section 29. Notwithstanding
       the foregoing, in the event that any Party intends to disclose any
       Confidential Information pursuant to clause (i) or (ii) of the preceding
       sentence, the disclosing Party agrees to (a) provide the other Parties
       hereto with prompt notice before such disclosure in order that the they
       may attempt to obtain a protective order or other assurance that
       confidential treatment will be accorded such confidential information and
       (b) use commercially reasonable efforts to cooperate with the other
       Parties in attempting to obtain such order or assurance.



             CONFIDENTIAL - GLOBAL CROSSING PROPRIETARY INFORMATION


<PAGE>   17

       (b) The foregoing shall not restrict either Party from publicly
       announcing that it has entered into this Agreement with the Parties.
       Notwithstanding the foregoing, no such public announcement shall be
       permitted to include any details contained in this Agreement.


             CONFIDENTIAL - GLOBAL CROSSING PROPRIETARY INFORMATION


<PAGE>   18



                             [GLOBAL CROSSING LOGO]



                           CAPACITY PURCHASE AGREEMENT

                                     BETWEEN

                         GLOBAL CROSSING BANDWIDTH, INC.

                                       AND

               _INTERNATIONAL SATELLITE COMMUNICATION HOLDING LTD.






             CONFIDENTIAL - GLOBAL CROSSING PROPRIETARY INFORMATION