<PAGE>

                                                                   Exhibit 10.18

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.
                    VIRTUAL INTERNET PROVIDER (VIP) AGREEMENT

This agreement is made in the city of Fairfax, Virginia, this 9 day of January
1997, between UUNET Technologies, Inc. whose address is 3060 Williams Drive,
Fairfax, Virginia 22031 (UUNET), and I-Pass Alliance, Inc. (Reseller), whose
address is 550 Castro Street, Suite 280, Mountain View, CA 94041.

The parties hereto agree and bind themselves as follows:

1.       SERVICE. UUNET will sell, and Reseller will purchase,
telecommunications services for the interconnection of Reseller's end users with
the Internet. Reseller is responsible for all end-user customer support,
billing, and collections. UUNET's relationship under this Agreement is solely
with Reseller and not with any of Reseller's end users. UUNET agrees that its
telecommunications services provided to Reseller will be of a quality usual and
customary in the industry for similarly situated companies. Although it is
understood that UUNET cannot guarantee continuous service, UUNET agrees to
provide prompt reparation of any disruption in services to the extent reasonably
possible consistent with its obligations to other customers. To this end, UUNET
agrees to provide Reseller with a toll-free number to report problems relating
to network integrity. This number is to be used only by Reseller and will not be
released to Reseller's customers.

2.       PRICING. For PPP dial-up (analog dial, 28.8Kbps and ISDN) and VIP
radius server interoperability, the prices contained in Schedule A apply. For
all other services, UUNET's list prices apply unless other prices have been
specifically established.

3.       TERMS and CONDITIONS. Reseller agrees to comply with the Network
Services Terms and Condition contained in Schedule B. It further agrees to
require its end users to comply with terms and conditions in substance identical
to those in Section One and Two of Schedule B. Reseller shall defend, indemnify,
and hold harmless UUNET against any claims resulting from Reseller's use of
UUNET's services, or that of its customers throughout its chain of distribution.

4.       PUBLICITY. The prices and terms of this Agreement shall be held
confidential by both parties. Neither party shall publicize the existence of
this Agreement without the consent of the other, and in the event of such
agreement all press release materials shall be reviewed and approved by the
other party.

5.       TECHNICAL AGREEMENT. Reseller agrees to comply with the Technical
Agreement for Network Interoperability, attached as Schedule C.

6.       TERM. The term of this Agreement is one year from the date of contract
signature, which term shall be automatically renewed for additional one-year
terms, provided that neither party has delivered to the other party a written
notice of intent not to renew for the forthcoming term. Such notice of intent
shall be given not less than sixty (60) days in advance of the end of the
current term.

7.       TERMINATION. Either party may terminate this Agreement for cause
without penalty in the event that the other party hereto breaches any material
term of this Agreement. Prior to such termination, the party intending to
terminate shall first give the other party written notice of its intent to
terminate which shall clearly describe problem(s) constituting cause. The other
party will have thirty (30) days from the date of receipt of such notice to
correct the problem. If the problem is not corrected within such period, the
party intending to terminate may terminate this Agreement on such 30th day.
However, if Reseller shall violate the acceptable use policy in Section 2 of
Schedule B, or permit such violation, and does not immediately act to remedy
such violation when it becomes aware of it, UUNET may terminate this Agreement
without penalty with ten (10) days written notice. If any amounts due and owing
by Reseller remain unpaid sixty (60) days after date of Invoice, then UUNET may
terminate this Agreement immediately upon written notice without penalty.

                                       1.

<PAGE>

8.       TESTING. The full effectiveness of this contract will be contingent
upon the completion of technical testing to the mutual and reasonable
satisfaction of both parties during the period of thirty (30) days following
execution of this Agreement. If either party shall reasonably declare the
testing results to be unsatisfactory at the conclusion of the thirty (30) day
period, then parties shall have another ten (10) days to correct the problem. If
such correction is not completed to the mutual and reasonable satisfaction of
the parties then this Agreement will terminate with no further liability to
either party. If no such declaration is made, acceptance of technical testing
shall be presumed, and the contract shall remain in effect. Monthly minimums
will begin to accrue from the date of the satisfactory completion of technical
testing. If testing is completed during the course of a month, the first month's
minimum commitment will be prorated to reflect the shortened month.

9.       LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
STATED OR IMPLIED HEREIN, NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR
ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES SUFFERED BY THE OTHER OR BY ANY
ASSIGNEE OR OTHER TRANSFEREE OF THE OTHER, EVEN IF INFORMED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES, EXCEPT IN CONNECTION WITH THE INDEMNIFICATION
PROVISIONS OF SECTION 3 OF THIS AGREEMENT AND SECTION 2 OF SCHEDULE B.

10.      GOVERNING LAW. This Agreement and the rights of the parties hereunder
shall be governed by and interpreted in accordance with the laws of the
Commonwealth of Virginia, USA, and the parties agree that any appropriate state
or district court located in Fairfax County, VA shall have exclusive
jurisdiction over any case or controversy arising hereunder, and shall be the
proper forum in which to adjudicate such case or controversy.

11.      ENTIRE AGREEMENT. The parties hereto acknowledge that they have read
this entire Agreement and that this Agreement and the exhibits attached hereto
constitute the entire understanding and contract between the parties and
supersedes any and all prior or contemporaneous oral or written communications
with respect to the subject matter hereof. This Agreement shall not be modified,
amended or in any way altered except by an instrument in writing signed by the
parties.

12.      RELATIONSHIP OF PARTIES. No agency, partnership, joint venture or
employment is created as a result of this Agreement. Neither party is authorized
to bind the other in any respect whatsoever.

13.      BINDING EFFECT. Except as herein otherwise specifically provided, this
Agreement shall be binding upon and inure to the benefit of the parties and
their legal representatives, heirs, administrators, executors, successors and
assigns.

14.      FORECASTS. Reseller shall provide UUNET with initial and periodically
revised forecasts of its expected usage, and recognizes UUNET's reliance upon
the reasonable accuracy of these forecasts. Specifically, during the first week
of each calendar month Reseller shall provide UUNET with its best forecast of
users and hours for each remaining month of the term of the Agreement. Reseller
shall also provide UUNET with any information as to marketing programs which
will be helpful in determining expected future loads, particularly any
information relevant to expected loads in particular geographical
locations/POPs.

15.      CONFIDENTIALITY. The parties agree that all disclosures of confidential
and/or proprietary information during the term of this Agreement shall
constitute confidential information of the disclosing party. Each party shall
use its best efforts to ensure the confidentiality of such information supplied
by the disclosing party, or which may be acquired by either in connection with
or as a result of the provision of the services under this Agreement. Both
parties warrant that they shall not disclose, use, modify, copy, reproduce, or
otherwise divulge such confidential information. Both parties further agree to
prevent its employees and representatives from disclosing, using, modifying,
copying, reproducing, or otherwise divulging such confidential information, and
shall hold each other harmless and protect and indemnify the same in the event
of any disclosure by said persons. The terms of this section 15 shall continue
beyond the term of this Agreement and shall be binding and enforceable even
after the termination of this Agreement.

16.      PLURAL/GENDER. Whenever from the context it appears appropriate, each
term stated in either the singular or the plural shall include the singular and
the plural, and pronouns stated in the masculine, the feminine or the neuter
gender shall include the masculine, feminine and neuter. The terms "person"
means individual, corporation, partnership, trust or other entity.

                                       2.
<PAGE>

17.      SEVERABILITY. If any provision of this Agreement, or the application of
such provision to any person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of such provisions to persons or
circumstances other than those to which it is held invalid, shall be attached
thereby.

18.      COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which, when taken
together, shall constitute one and the same instrument. It shall not be
necessary for all parties to execute the same counterpart hereof.

19.      WAIVER. No failure on the part of either party to exercise, and no
delay in exercising, any right or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right or remedy granted hereby or by law.

20.      NOTICE. Unless otherwise provided, any notice to be given hereunder
shall be effective on the fifth day after dispatch. Such notice shall be sent by
first class mail, postage prepaid and marked for delivery by certified or
registered mail, return receipt requested, addressed to the parties listed below
at their respective places of business, or at such other addresses of which
notice has been given to the addressing party.

         If to Reseller:                       If to UUNET Technologies, Inc:

               I-Pass Alliance Inc.                  UUNET Technologies, Inc.
               650 Castro Street, Suite 280          3060 Williams Drive
               Mountain View, CA 94041               Fairfax, VA  22031

               Attention: Contracts                  Attention:  General Counsel

21.      ASSIGNMENT. This Agreement shall not be assignable by either party
hereto without the prior written consent of the other party.

22.      FORCE MAJEURE. No party shall be liable by reason of any failure or
delay in the performance of its obligations due to strikes, riots, fires,
explosions, acts of God, war, governmental action or any other cause which is
beyond the reasonable control of such party.

23.      COMPLIANCE WITH LAWS. Each party shall comply with all laws,
regulations and other legal requirements that apply to this Agreement. UUNET
hereby warrants that, to its knowledge, it has complied with all laws,
regulations, and orders relating or pertaining to this provision of the service
to be provided under this Agreement, including without limitation, all
applicable state and federal legislation or rule applicable to the services in
any material respect. To the knowledge of UUNET, material permits, licenses, and
authorizations required by any regulatory bodies have been obtained and are in
effect for the services.

24.      FACSIMILE TRANSMISSION. Parties to this Agreement are authorized to
execute this Agreement, and transmit a signed copy via tax to the other parties,
who hereby agree to accept and rely upon such documents as if they bore original
signatures. The parties sending such facsimile hereby acknowledges and agree to
provide to the other parties, within seventy-two (72) hours of transmission, the
Agreement bearing an original signature.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the
date first above recited.

I-Pass Alliance, Inc.                              UUNET Technologies, Inc.

            By: /s/ Christopher Moore                 By: /s/ Clint Heiden
                ------------------------                  --------------------

            Name: Christopher Moore                   Name: Clint Heiden

            Title: President & CEO                    Title: VP of Sales

                                       3.
<PAGE>

                                   SCHEDULE A

       DIAL-UP AND VIP RADIUS SERVICE PRICINGS: MINIMUM MONTHLY COMMITMENT

1.      Dial-Up Pricing

<TABLE>
<CAPTION>
Monthly Volume in Hours                       Cost/Hour
-----------------------                       ---------
<S>                                           <C>
   Up to 99,999                                  [*]
   100,000 - 149,999                             [*]
   150,000 - 249,999                             [*]
   250,000 - 499,999                             [*]
   500,000 and above                             [*]
</TABLE>

The above rates are for PPP dial-up traffic in the continental United States
only.

There will be a [*]% surcharge to the above rates for ISDN connectivity.

All traffic in a given month will be billed at the category reflecting the total
number of hours consumed in a month.

Pricing for international and non-continental U.S. sales will be provided as
UUNET is able to offer each service and shall be attached to this Agreement as
an additional schedule.

2.      Minimum Monthly Commitment

Monthly commitments have been waived.

3.      VIP Radius Service Pricing

Reseller will pay a one-time installation charge of $[*] due and a $[*] per
month fee for Radius service interoperability.

4.      Additional Price and Billing Terms

If Reseller desires UUNET to provide billing data more frequently than on a
monthly basis, there will be an additional one-time charge of $[*] and an
ongoing monthly charge of $[*]/month for the transmission of weekly billing
data. This charge will be waived when the monthly volume reaches [*] hours.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
      WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
      RESPECT TO THE OMITTED PORTIONS.

                                       1.

<PAGE>

                                   SCHEDULE B

                    NETWORK SERVICES VIP TERMS AND CONDITIONS

1.       UUNET exercises no control whatsoever over the content of the
information passing through UUNET. Except as otherwise provided for in Section
Ten of the Network Services Agreement attached hereto, UUNET makes no warranties
of any kind, whether expressed or implied, for the service it is providing.
UUNET also disclaims any warranty of merchantability or fitness for a particular
purpose. UUNET will not be responsible for any damage Reseller suffers. This
includes loss of data resulting from delays, nondeliveries, misdeliveries, or
service interruptions caused by Reseller's own negligence or Reseller's errors
or omissions. Use of any information obtained via UUNET is at the user's own
risk. UUNET specifically denies any responsibility for the accuracy or quality
of information obtained through its services.

2.       UUNET's network may be used only for lawful purposes. Use of UUNET's
network for lawful commercial purposes is both permitted and encouraged.
Transmission of any material in violation of any applicable law is prohibited.
This includes, but is not limited to: copyrighted material, material which is
threatening or obscene, or material protected by trade secret. Any access to
other networks connected to UUNET's network must comply with the rules
appropriate for the other network. Reseller agrees to indemnify and hold
harmless UUNET from any claims resulting from Reseller's use of this service or
the use of the service by any of Reseller's customers or others throughout
Reseller's chain of distribution, including end users, which damages UUNET or
another party.

3.       Resale to other individuals and organizations is permitted, but they
may not further resell the services.

4.       Payment is due thirty (30) days after date of invoice. Accounts are in
default if payment is not received within thirty (30) days after date of
invoice. Accounts unpaid sixty (60) days after date of invoice may have service
interrupted. Such interruption does not relieve Reseller from the obligation to
pay the monthly charge. Only a written request to terminate service relieves it
for the obligation to pay the monthly account charge. Accounts in default are
subject to an interest charge of one-and-one-half percent (1.5%) per month on
the outstanding balance. If Reseller's state does not allow an interest rate of
one-and-one-half percent (1.5%), then the maximum allowable rate will be
charged. Reseller agrees to pay UUNET its reasonable expenses, includes attorney
and collection agency fees, incurred in enforcing UUNET's rights under this
Agreement for money due and owing.

5.       These Terms and Conditions supersede all previous representations,
understandings, or agreements and shall prevail notwithstanding any variance
with terms and conditions of any order submitted. Use of UUNET's network
constitutes acceptance of these Terms and Conditions.

                                   SCHEDULE C

                TECHNICAL AGREEMENT FOR NETWORK INTEROPERABILITY

1.       Reseller agrees to secure a minimum T1 connection from UUNET and
operate its own Radius server. Such server will perform user validation
functions and will be maintained in a secure environment. Reseller also will
maintain this server with reasonably current versions of the Radius protocols as
provided by UUNET.

2.       Reseller agrees to use software and procedural safeguards to insure
that only accurate routing information for networks to be used by Reseller's
customer is transmitted from Reseller's Radius service into UUNET's network and
to use best efforts to immediately remedy any problems leading to transmission
of incorrect routing information.

3.       Reseller agrees to assign each and user customer a unique
identification number for billing purposes, and to reasonably cooperate with
UUNET in establishing the structure of this identification number.

4.       Reseller and UUNET each agree to cooperate with the other in
identifying and receiving any security infringements which involve Reseller's
customers and UUNET's network.

5.       It is recognized and agreed that any billing data supplied on an
interim basis (more frequently than monthly) is an estimate and may not be
reliant upon for 100% accuracy.

                                       1.
<PAGE>

                                ADDENDUM NO. 1 TO
                           NETWORK SERVICES AGREEMENT

         This Addendum No. 1 (the "Addendum") to Network Services Agreement
between UUNET Technologies, Inc. ("UUNET") and I-Pass Alliance, Inc.
("Reseller"), dated January 7, 1997 (the "Agreement") is made as of February 5,
1997.

         The parties agree as follows:

         1.       Surcharged North American POPs. The parties desire to provide
for the resale by Reseller of access to UUNET's POPs listed in Section 1 of the
attached Schedule E (the "Additional POPs") effective as of November, 1996.
UUNET shall make such access available upon execution of this Addendum by both
parties, subject to commercialization of any such POPs. Reseller agrees to pay
to UUNET the prices set forth in Section 2 of the attached Schedule E for access
to the Additional POPs.

         2.       International Roaming. Reseller agrees to pay to UUNET the
prices set forth in Section 3 of the attached Schedule E for access by customers
of Reseller who reside in the United States, Alaska, Hawaii, Puerto Rico or
Canada from any one of UUNET's POPs outside of the continental United States,
Alaska, Hawaii, Puerto Rico or Canada subject to commercialization of any new
POPs.

         3.       Ratification. The parties hereby affirm and ratify their
respective rights and obligations under the Agreement, which Agreement shall
remain in full force and effect, as modified by this Addendum.

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date first above written.

I-Pass Alliance, Inc.                               UUNET Technologies, Inc.

     By: /s/ Christopher Moore                         By: /s/ Clint Heiden
         -----------------------                           ---------------------

     Name: Christopher Moore                           Name: Clint Heiden

     Title: President & CEO                            Title: VP of Sales

                                       1.
<PAGE>

                                   SCHEDULE E

                                 ADDITIONAL POPs

1.                Additional POPs

<TABLE>
<S>          <C>                                  <C>
AB           CALGARY                              [*]
AB           EDMONTON                             [*]
BC           VANCOUVER                            [*]
MB           WINNIPEG                             [*]
ON           OTTAWA                               [*]
ON           TORONTO                              [*]
OB           MONTREAL                             [*]
AK           ANCHORAGE                            [*]
AK           JUNEAU                               [*]
HI           HONOLULU                             [*]
PR           SAN JUAN                             [*]
</TABLE>

2.                PRICING

There will be a $[*] (U.S.) surcharge per hour for access from the POPs listed
in Section 1 to the rates provided in the Network Services Agreement referenced
above.

3.                INTERNATIONAL ROAMING ACCESS PRICING

Access from any one of UUNET's POPs outside of the continental United States,
Alaska, Hawaii, Puerto Rico or Canada will be subject to a $[*](U.S.) surcharge
per hour.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
      WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
      RESPECT TO THE OMITTED PORTIONS.

                                       1.


<PAGE>

                                 AMENDMENT NO. 1

This Amendment No. 1 ("Amendment") to the Virtual Internet Provider (VIP)
Agreement between UUNET Technologies, Inc. ("UUNET") and i-Pass Alliance, Inc.
("Reseller"), dated January 9, 1997 ("Agreement") is made as of the date of the
second signature below.

The parties agree to add the following Sections to Schedule A of the Agreement
as follows:

5.       RADIUS ACCOUNTING AND PRICING

         UUNET will provide Radius Accounting, a method of measuring End Users'
         use of the services consisting of login and logout statistics of each
         End User, at Reseller's written request. Reseller has the sole
         responsibility to analyze these statistics to identify and investigate
         duplicate log-ins and take appropriate action. The statistics are not
         to be used as a method for calculating monthly charges for UUNET
         service, as the definitive calculation of Reseller's monthly charges
         will be set forth in the invoice provided Reseller on a monthly basis.

         The Monthly fee for Radius Accounting will be waived for six (6) months
         from the date of the second signature below provided that monthly
         charges paid by Reseller to UUNET increase by $[*] over the charges in
         the month prior to execution of this Amendment during each of the six
         (6) months in which the fee for Radius Accounting was waived. If
         Reseller does not increase its monthly charges by $[*] during the six
         (6) months in which the Radius Account fee was waived, Reseller will be
         responsible for paying UUNET the amount which would have been due.

6.       VIP TOLL FREE SERVICE

         To allow Reseller's End Users toll-free access to the UUNET Network,
         VIP Toll Free services available at a fee of $[*]/hour. To activate VIP
         Toll Free service, Reseller must notify UUNET in writing and provide a
         reasonably accurate forecast of the peak simultaneous users of the
         service expected in the next six months. UUNET will notify Reseller
         once VIP Toll Free service has been activated and is available to
         Reseller's End Users.

7.       INTERNATIONAL PRICING

         Price for International Access will be $[*] per hour in countries in
         which UUNET has points of presence, which UUNET may change from time to
         time.

Except as expressly provided herein, none of the provisions of the Agreement
shall be modified by this Amendment, and as hereby modified, the Agreement shall
remain in full force and effect. The parties acknowledge their agreement by
signing below.

I-Pass Alliance, Inc.                       UUNET Technologies, Inc.

     By: /s/ Chris W. Moore                    By: /s/ Brian Kane
         -------------------------                 ------------------------

     Name: Chris W. Moore                      Name: Brian Kane

     Title: President & CEO                    Title: Director, Wholesale Sales

     Date: May 4, 1999                         Date:  8/5/99

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
      WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
      RESPECT TO THE OMITTED PORTIONS.

                                       1.


<PAGE>

                                 AMENDMENT NO. 2

This Amendment No. 2 ("Amendment") to the Virtual Internet Provider Agreement
("VIP") between UUNET Technologies, Inc. ("UUNET") and i-Pass Alliance, Inc.
("Reseller"), dated January 9, 1997 ("Agreement") is made as of the date of the
second signature below ("Effective Date"). The Amendment also amends the
CompuServe Network Services Agreement for Managed Service Providers (MSP) dated
November 4, 1997 ("CompuServe NSA").

Whereas, the parties desire to amend the Agreement and the CompuServe NSA;

Whereas, i-Pass Alliance, Inc. has changed its name to iPass, Inc; and

Whereas, UUNET is the successor in interest to CompuServe Network Services,
Inc., and has assumed the obligations and rights of CompuServe, Inc. under the
CompuServe NSA;

Now therefore, in accordance with procedures for amendment of the Agreement and
the CompuServe NSA set forth therein, and in consideration of the foregoing and
the mutual agreements herein set forth, the parties hereby agree as follows:

The parties agree as follows:

1.       The parties agree to extend the term of the Agreement and the term of
         the CompuServe NSA for an additional three (3) years from the Effective
         Date of this Amendment, which terms shall hereafter remain coterminous
         and upon the expiration of such agreements shall be automatically
         renewed for an additional one year term, provided that neither party
         has delivered to the other a written notice of intent not to renew for
         the forthcoming term not less than 60 days in advance of the end of the
         then-current term.

2.       Section 7 of the Agreement shall be replaced with the following:

         This Agreement may not be terminated by either party except that either
         party may terminate this Agreement if the other party materially
         breaches the terms of this Agreement and does not cure the breach
         within sixty (60) days after receipt of written notice of such breach,
         which notice describes such breach in reasonable detail. Upon
         termination or expiration of this Agreement for any reason other than
         Reseller's breach of Reseller's payment or confidentiality obligations,
         at Reseller's request the parties shall continue to perform all of
         their obligations and maintain all of their rights under the Agreement
         for a phase-out period of thirty (30) days from the date of termination
         or expiration. However, if Reseller violates the Acceptance Use Policy
         in Section 2 of Schedule B, or becomes aware of such a violation, and
         in either event does not immediately act to remedy such violation when
         it becomes aware of it, UUNET may terminate this Agreement without
         penalty with thirty (30) days written notice, provided that service may
         be suspended without prior notice to the extent necessary for UUNET to
         respond to a court or government demand, or to preserve the integrity
         or normal operation of the UUNET Network, Reseller shall be notified
         promptly of any material suspension of service undertaken pursuant to
         the previous sentence.

3.       Section 1 of Schedule A of the Agreement shall be replaced with the
         following:

<TABLE>
<CAPTION>
Monthly Minimum Amount                      Cost/Hour for 3 year Term Commitment
----------------------                      ------------------------------------
<S>                                         <C>
        $[*]                                              $[*]/hour
</TABLE>

4.       Section 2 of Schedule A of the Agreement shall be replaced with the
         following:

         Reseller agrees to a total Monthly Minimum Amount of $[*] per month for
         dial-up Internet access service from UUNET. If in any month the sum of
         the actual charges for dial-up Internet access service under the
         Agreement and the CompuServe NSA is less than $[*] then Reseller shall
         pay the applicable Monthly Minimum Amount in lieu of actual charges.

5.       In consideration for the Monthly Minimum Amount agreed to in Section 3
         of this Amendment, UUNET will reduce the basic Rate Per Hour set forth
         in Section 3.1 of the CompuServe NSA to $[*] per hour. Surcharges and
         other fees in the CompuServe NSA shall not be modified by this
         Amendment.

6.       The following shall be included in Section 2 of Schedule B of the
         Agreement.

         All use of the service or the UUNET Network shall comply with the UUNET
         Acceptable Use Policy ("Policy") for the country in which the service
         is used, as set forth at http://ww.uu.net/terms. UUNET reserves the
         right to change the Policy from time to time effective upon posting to
         that URL,

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
      WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
      RESPECT TO THE OMITTED PORTIONS.


                                       1.

<PAGE>

and notice of any such revised Policy will be included with Reseller's monthly
invoice in the month following the change. Reseller agrees to develop, maintain,
and require its customers to comply with an acceptable use policy containing
terms at least as restrictive as the Policy, as applicable, including any
subsequent modifications.

7.       Section 3 of Schedule B of the Agreement shall be replaced with the
         following:

         Notwithstanding any other provision of this Agreement, reseller shall
         have the right to resell the Service to third parties through one or
         more tiers of subdistributors; and to grant the right to its customers
         to do the same, provided that all such customers of subdistributors
         company with the applicable terms of this Agreement.

8.       The following shall be added as Schedule D to the Agreement:

                                   SCHEDULE D

         Reseller's supplies of network services (the "Network Services
         Suppliers") do not exercise any control whatsoever over the content of
         the information passing through their systems, and access to the
         Internet is provided solely on an "as is" basis. The Network Services
         Suppliers do not warrant that the network will be available on a
         specified date or time or that the network will have the capacity to
         meet our demand during specific hours. The Network Services Suppliers
         shall not be liable for any damage suffered by any person as a result
         of Internet access, or arising out of any use, or inability to use, the
         services or products provided hereunder, including, without limitation,
         the possibility of contracting computer viruses and accessing
         information with offensive, inaccurate, or inappropriate content The
         Network Services Suppliers shall not be liable for any damages suffered
         by any Person as a result of obtaining Internet access regardless of
         whether such damage occurs as a result Of the Network Service
         Suppliers' negligence. You acknowledge and agree that all end users
         must exercise their own due diligence before relying on any information
         available on the Internet, and must determine that they have all
         necessary rights to copy, publish, or otherwise distribute any such
         information available on the Internet under copyright and other
         applicable laws. The Network Services Suppliers shall be deemed to be
         third-party beneficiaries of this agreement, with the right to enforce
         the terms of this Agreement.

         THE NETWORK SERVICES SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS
         OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT
         LIMITATION THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS
         FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE NETWORK SERVICES
         SUPPLIERS SHALL NOT BE LIABLE FOR ANY THIRD-PARTY NETWORK FAILURE.

         IN NO EVENT SHALL THE NETWORK SERVICES SUPPLIERS BE LIABLE FOR ANY
         SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTED
         COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN
         CONNECTION WITH THE SERVICE.

         All use of services offered by Reseller shall comply with Reseller's
         Acceptable Use Policy.

9.       The following shall be added as Section 10.12 to the CompuServe NSA.

         Notwithstanding any Other Provision of this Agreement, Customer shall
         have the right to resell the access services to the internet provided
         by CompuServe to third parties through one or more tiers
         subdistributors, and to grant the right to its customers to do the
         same, provided that all such customers or subdistributors comply with
         the applicable terms of this Agreement and terms and conditions in
         substance identical to those in Schedule D of the Virtual Internet
         Provider Agreement ("VIP") between UUNET Technologies, Inc. ("UUNET")
         and I-Pass Alliance, Inc. ("Reseller"), dated January 9, 1997, as
         amended.

10.      The second sentence of Section 3 of the Agreement shall be deleted and
         replaced with the following:

         It further agrees to require its end users to comply terms and
         conditions in substance identical to those in Schedule D.

11.      Section 21 of the Agreement shall include the following at the end of
         the first sentence before the period.

         ; provided that UUNET gives its consent to Reseller's assignment of
         this Agreement to the new Delaware corporation into which Reseller is
         to be reincorporated contingent upon the corresponding assumption by
         that new Delaware corporation of all rights and obligations under this
         Agreement.

Except as expressly provided herein, none of the provisions of the Agreement or
the CompuServe NSA shall be modified by this Amendment, and as hereby modified,
the Agreement and the CompuServe NSA shall remain in full force and effect. The
parties acknowledge their agreement by signing below:

iPass, Inc.                                       UUNET Technologies, Inc.

     By: /s/ Michael H. Mansouri                     By: /s/ Brad Layman
         -----------------------------                   -----------------------

     Name: Michael H. Mansouri                       Name: Brad Layman

     Title: Chairman and CEO                         Title: Vice President

     Date: Feb. 11, 2000                             Date: Feb. 16, 2000

                                       2.
<PAGE>

                                 AMENDMENT NO. 3

This Amendment No. 3 ("Amendment") to the CompuServe Network Services Agreement
for Managed Service Providers (MSPP) dated November 4, 1997 ("CompuServe NSA")
and the Virtual Internet Provider Agreement ("VIP") between UUNET Technologies,
Inc. ("UUNET") and iPass, Inc. ("Reseller"), dated January 9, 1997 ("VIP
Agreement") is made as of the date of the second signature below ("Effective
Date").

The parties agrees as follows:

1.       The following is added as Section 8 of Amendment 1 of the VIP
         Agreement:

         8. GLOBAL USAGE.

         Notwithstanding anything to the contrary elsewhere in this Agreement
         for all usage after the effective date, Reseller is responsible for all
         usage fees associated with Reseller's end users' use of the UUNEET dial
         access network (including DAN, Gridnet, MWANS(CompuServe), Opco, ANS,
         or any other UUNET dial access points of presence, worldwide) under
         this Agreement, including, but not limited to, usage by end users in
         countries and over local, toll-free, or other phone numbers that
         Reseller may not have expressly made available to its end users. All
         such usage will be billed at UUNET's standard list rates for such usage
         unless different rates are expressly set forth in this Agreement or an
         amendment hereto.

2.       The following is added as section 3.4 of the CompuServe USA:

         "Notwithstanding anything to the contrary elsewhere in this Agreement
         for all usage after the effective date, Reseller is responsible for all
         usage fees associated with Customer's end users' use of the UUNEET dial
         access network (including DAN, Gridnet, MWANS(CompuServe), Opco, ANS,
         or any other UUNET dial access points of presence, worldwide) under
         this Agreement, including, but not limited to, usage by end users in
         countries and over local, toll-free, or other phone numbers that
         Reseller may not have expressly made available to its end users. All
         such usage will be billed at UUNET's standard list rates for such usage
         unless different rates are expressly set forth in this Agreement or an
         amendment hereto."

3.       The following is added as section 3.5 of the CompuServe NSA and as
         Section 9, Alternative Global Pricing, of Schedule A of the VIP
         Agreement:

         "Usage on the following UUNET MWAN points of presence shall be billed
         at the indicated surcharge rate per hour. All prices are in U.S.
         dollars.

<TABLE>
<CAPTION>
     PARTNER                              SYMBOL              COVERAGE                 RATE/HOUR
     -------                              ------              --------                 ---------
<S>                                       <C>                <C>                       <C>
Argentine-Net                              (ARG)             Argentina                   $[*]
BT Spain                                   (BTS)             Spain                       $[*]
DataPac                                    (DPC)             Canada                      $[*]
Eirpac                                     (EIR)             Ireland                     $[*]

EQUANT NETWORK                             (EQN)             LIMITED GLOBAL              $[*]
         Africanet                                           Africa

EQUANT NETWORK                             (EQT)             WORLDWIDE                   $[*]
         Euronet                                             Europe
</TABLE>

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
      WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
      RESPECT TO THE OMITTED PORTIONS.


                                       1.

<PAGE>

<TABLE>
<S>                                 <C>                      <C>                         <C>
         Worldnet                          (EQT)             Other                       $[*]
         Latinet                           (EQT)             Latin America               $[*]
         Pacificnet                        (EQT)             Pacific Rim                 $[*]

France Telecom                             (FTT)             France                      $[*]
Transpace

EPX FREEPHONE                           Belgium                                          $[*]
                                        Finland                                          $[*]
                                        France                                           $[*]
                                        Germany                                          $[*]
                                        Italy                                            $[*]
                                        Japan                                            $[*]
                                        Netherlands                                      $[*]
                                        Spain                                            $[*]
                                        Sweden                                           $[*]
                                        UK                                               $[*]
GLOBAL ONE                                 (G1F)             WORLDWIDE
   Global One Europe                       (G1F)             Austria                     $[*]
   Global One Europe                       (G1F)             Italy                       $[*]
   Global One Europe                       (G1F)             Portugal                    $[*]
   Global One Europe                       (G1F)             Romania                     $[*]

GLOBAL ONE                                 (G1S)             WORLDWIDE
   Global One Sprintnet                    (G1S)             Bulgaria                    $[*]
   Global One Sprintnet                    (G1S)             Russia                      $[*]
Hungary-Connect                            (WAN)             Hungary                     $[*]

INFONET EURO                               (INE)             EUROPE
   EURO-Connect                            (INE)             Egypt                       $[*]
   EURO-Connect                            (INE)             Fin. Nationwide             $[*]
   EURO-Connect                            (INE)             Greece                      $[*]
   EURO-Connect                            (INE)             Portugal                    $[*]
   EURO-Connect                            (INE)             Russia                      $[*]

WORLD-CONNECT                       (INFONET-WORLD, INW)     WORLDWIDE
   World-Connect                    (Infonet-World, INW)     Bolivia                     $[*]
   World-Connect                    (Infonet-World, INW)     Brazil                      $[*]
   World-Connect                    (Infonet-World, INW)     Chile                       $[*]
   World-Connect                    (Infonet-World, INW)     Columbia                    $[*]
   World-Connect                    (Infonet-World, INW)     Indonesia                   $[*]
   World-Connect                    (Infonet-World, INW)     Philippines                 $[*]
   World-Connect                    (Infonet-World, INW)     South Africa                $[*]
   World-Connect                    (Infonet-World, INW)     Sri Lanka                   $[*]

JI TONG Network                            (JTO)             China                       $[*]
NetOne                                     (NTO)             Thailand                    $[*]
SATYAM                                     (SYM)             India                       $[*]
SEVA Network                               (SEV)             Italy                       $[*]
SprintNet                                  (TEL)             Columbia(Bogota)            $[*]
Trendine                                   (TRN)             Israel                      $[*]
TTNS-Net                                   (TNS)             Taiwan                      $[*]
</TABLE>

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       2.
<PAGE>

<TABLE>
<S>                                        <C>               <C>                         <C>
UUNET Germany                              (UUN)             Germany                     $[*]
Venezuela-Net                              (VNZ)             Venezuela                   $[*]
1-800 Venezuela                            (VNW)             Venezuela-Nationwide        $[*]
</TABLE>

Except as expressly provided herein, none of the provisions of the VIP Agreement
or the CompuServe NSA shall be modified by this Amendment, and as hereby
modified, the VIP Agreement and the CompuServe NSA shall remain in full force
and effect. The parties acknowledge their agreement by signing below.

iPass, Inc.                                     UUNET Technologies, Inc.

     By: /s/ Ronald Calandra                       By: /s/ John W. Bell IV
         -----------------------                       -------------------------
     Name: Ronald Calandra                         Name: John W. Bell IV

     Title: VP Operations                          Title: VP, Wholesale Sales

     Date: 11/29/00                                Date: 1/3/01

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       3.
<PAGE>

                                 AMENDMENT NO. 4

                                   Background

         UUNET Technologies, Inc. and iPass, Inc., directly and through their
respective predecessors in interest CompuServe Incorporated and i-Pass Alliance
Inc., are parties to two agreements for dial-up Internet access, each of which
has been amended previously. This Amendment No. 4 reflects the parties'
agreement to phase out the service provided under one of the two contracts, to
make a number of changes to the pricing and terms of the remaining contract.

                                    Agreement

         This Amendment No. 4 ("Amendment") to (1) the Virtual Internet Provider
(VIP) Agreement between UUNET Technologies, Inc. ("UUNET) and iPass, Inc.
(through its predecessor in interest i-Pass Alliance Inc.) ("Reseller"), dated
January 9, 1997, as previously amended by Addendum No. 1 to Network Services
Agreement on February 5, 1997, Amendment No. 1 on August 5, 1999, Amendment No.
2 on February 15, 2000, and Amendment No. 3 on January 1, 2001 (collectively,
the "Agreement") and (2) the CompuServe Network Services Agreement for Managed
Service Providers (MSP) between UUNET (through its predecessor in interest
CompuServe Incorporated), executed on or about November 4, 1997, as previously
amended by Amendment No. 2 on February 15, 2000 and by Amendment No. 3 on
January 1, 2001 (collectively, the "CompuServe NSA"), is effective as of
December 1, 2001 ("Effective Date").

The parties agree as follows:

1.       UUNET Technologies, Inc. is a WorldCom company whose services are now
         allocated to the MCI operating unit of WorldCom, Inc., specifically as
         MCI Internet Wholesale.

2.       The document titled "Addendum No. 1 to Network Services Agreement" (the
         "Addendum") does in fact amend the Agreement. The title of the Addendum
         is deleted in its entirety and replaced by "Addendum No. 1 to VIP
         Agreement" and the first paragraph of the Addendum is deleted in its
         entirety and replaced with the following:

         "This Addendum No. 1 (the "Addendum") to the Virtual Internet Provider
         (VIP) Agreement between UUNET Technologies, Inc. ("UUNET") and i-Pass
         Alliance, Inc. ("Reseller"), dated January 9, 1997, (the "Agreement")
         is made as of February 5, 1997."

3.       The following is added to the end of Section 2 of the CompuServe NSA:

         "The parties acknowledge that in the near future UUNET will be removing
         from service facilities used to provide service in the United States
         and it territories under the CompuServe NSA, the timing of which is in
         UUNET's sole discretion. Reseller must migrate its use of dial access
         service in the United States and its territories under the CompuServe
         NSA to the service provided under the Agreement no later than the
         earlier of (a) 12 months from the Effective Date and (b) the date UUNET
         removes the applicable facilities from service. Reseller acknowledges
         that UUNET has no obligation to continue to provide service in the
         United States and its territories under the CompuServe NSA"

4.       Section 6 of the Agreement, and Section 1 of Amendment No. 2 to the
         Agreement and the CompuServe NSA, are both deleted in their entirety
         and Section 6 of the Agreement is replaced with the following:

         "6. TERM. This Agreement becomes effective when it is executed by both
         parties and terminates January 31, 2004 (the "Initial Term") unless
         extended under the terms of this Section 6. The Initial Term will be
         automatically extended each year on January 31st for an additional
         year, unless either party has delivered to the other a written notice
         that it is electing not to extend at least 60 days in advance of that
         date.

5.       Sections 1 and 7 of Schedule A of the Agreement, and all of the
         Addendum are deleted in their entirety and Section 1 of Schedule A is
         replaced with the following:

         "1. Dial-Up Pricing. Unless otherwise noted, the fees in this Section 1
         are for each hour or part thereof of dial-up access to the Internet
         using UUNET dial access network facilities ("Usage") via a Point of
         Presence ("POP") for the contiguous 48 United States. The charges in
         this Section 1 are cumulative.

         Reseller will be charged the base hourly rate indicated in the table
         below for Usage via a POP for the 48 contiguous United States ("Base
         Rate"), depending on the type of POP used (i.e., Tier 1 or Tier 2, as
         those POPs are designated by UUNET) and the Reseller's total number of
         hours of Usage under the Agreement and the CompuServe NSA via

                                       1.
<PAGE>

         POPs for Canada, the United States and its Territories. For a current
         list of Tier 1 and Tier 2 POPs, please refer to the reseller web
         partition provided to Reseller by UUNET. Any POP for the 48 contiguous
         United States not appearing on the Tier 1 POP list will be deemed a
         Tier 2 POP.

<TABLE>
<CAPTION>
  TOTAL USAGE IN MONTH            BASE RATE FOR TIER 1 POP USAGE          BASE RATE FOR TIER 2 POP USAGE
<S>                               <C>                                     <C>
0 - 249,999 Hours                            $[*]                                     $[*]

250,000 - 499,999 Hours                      $[*]                                     $[*]

500,000 - 999,999 Hours                      $[*]                                     $[*]

1,000,000 or more Hours                      $[*]                                     $[*]
</TABLE>

         Regional Roaming: For Usage via a POP for Canada or the non-contiguous
         United States and its territories (i.e., Hawaii, Alaska, Puerto Rico,
         and U.S. Virgin Islands), Reseller will be charged the Base Rate for
         Tier 2 POP Usage plus an hourly surcharge of $[*] per hour.

         Global Roaming: For Usage via a POP for a location outside of the
         Canada or the United States and its territories, Reseller will be
         charged $[*] per hour.

         ISDN: For ISDN Usage, Reseller will be charged an hourly surcharge
         equal to [*]% of the applicable hourly rate for non-ISDN Usage via a
         POP for same location."

6.       Section 6 of Schedule A of the Agreement is deleted in its entirety and
         replaced with the following:

         "6. VIP TOLL FREE SERVICE. VIP toll-free service allows Reseller's End
         Users to access UUNET dial access network facilities using a toll-free
         number. Reseller will be charged $[*] per hour for Usage via a
         toll-free number accessing a POP for the U.S. or Canada. Reseller will
         be charged $[*] per hour for Usage via a toll-free number accessing a
         POP for Mexico. To activate VIP toll-free service, Reseller must notify
         UUNET in writing and provide a reasonably accurate forecast of the peak
         simultaneous users of the service expected in the next six months.
         UUNET will notify Reseller once VIP toll-free service has been
         activated and is available to Reseller's End Users."

7.       Section 2 of Schedule A of the Agreement is deleted in its entirety and
         replaced with the following:

         "Reseller agrees to pay the monthly minimum amounts set forth below
         ("Monthly Minimum Amount") if billing, based on actual use under this
         Agreement and the CompuServe NSA would be less than the Monthly Minimum
         Amount. For purposes of determining whether such billing is less than
         the Monthly Minimum Amount, only billing under this Agreement and under
         the CompuServe NSA for Usage of dial-up access to the Internet will be
         included; billing for other services, including without limitation
         payments for one-time charges, radius server interoperability or
         accounting, NAI service, or for charges related to dedicated Internet
         connectivity or equipment, will not be included.

<TABLE>
<CAPTION>
    Month                               Minimum Monthly Amount
    -----                               ----------------------
<S>                                     <C>
December 2001                                   $[*]
January 2002                                    $[*]
February 2002                                   $[*]
March 2002                                      $[*]
April 2002                                      $[*]
May 2002                                        $[*]
June 2002                                       $[*]
July 2002                                       $[*]
August 2002                                     $[*]
September 2002                                  $[*]
October 2002                                    $[*]
November 2002                                   $[*]
December 2003                                   $[*]
January 2003                                    $[*]
February 2003                                   $[*]
March 2003                                      $[*]
</TABLE>

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       2.
<PAGE>

<TABLE>
<S>                                             <C>
April 2003                                      $[*]
May 2003                                        $[*]
June 2003                                       $[*]
July 2003                                       $[*]
August 2003                                     $[*]
September 2003                                  $[*]
October 2003                                    $[*]
November 2003                                   $[*]
December 2003                                   $[*]
January 2004                                    $[*]
</TABLE>

8.       Schedule C of the Agreement is amended by adding the following Section
         6:

         "6. Use of the network or any service under this Agreement must comply
         with the then-current version of the UUNET Acceptance Use Policy
         ("Policy") for the countries from which Reseller uses the service (and
         in the event no Policy exists for a country, the U.S. Policy applies).
         The applicable Policy is available at the following URL:
         www.uu.net/terms or other URL designated by UUNET. Reseller is
         responsible to insure that the Policy is adhered to by each user of
         service under this Agreement. UUNET reserves the right to change the
         policy from time to time, effective upon posting of the revised Policy
         at the designated URL or other notice to Reseller. UUNET reserves the
         right to suspend or terminate service or terminate this Agreement,
         effective upon notice, for a violation of the Policy. By October 1,
         2002, Reseller must apply the Ascend-Data-Filter (242) RADIUS
         attributes for filtering out "spam" email (the "242 Attributes") to all
         Usage under this Agreement that is not entirely within a virtual
         private network. On or before March 31, 2002 and June 30, 2002
         respectively, Reseller must certify to UUNET that the 242 Attributes
         have been installed on sufficient numbers of its authentication servers
         so that those attributes are being applied to at least one-third (by
         March 31) and two-thirds (by June 30) of its Usage that is not entirely
         within a virtual private network. Upon request, Reseller will provide
         to UUNET representative test accounts so that UUNET can independently
         confirm the application of the 242 Attributes to Reseller's Usage as
         required under this Section 6, Schedule C. UUNET strongly encourages
         Reseller to apply the 242 Attributes to all Usage under this Agreement
         and Reseller acknowledges that whether or not the 242 Attributes are
         applied to any or all Usage, at any time, UUNET may suspend service and
         take other actions for spam and other violations of the Policy, as
         provided in this Section 6, Schedule C."

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       3.
<PAGE>

Except as expressly provided herein, none of the provisions of the Agreement or
the CompuServe NSA are modified by this Amendment, and as hereby amended, the
Agreement and the CompuServe NSA shall remain in full force and effect. The
parties acknowledge their agreement by signing below:

iPass, Inc.                                          UUNET Technologies, Inc.

     By: /s/ Donald C. McCauley                         By: /s/ John W. Bell
         -----------------------------                      --------------------

     Name: Donald C. McCauley                           Name: John W. Bell

     Title: CFO                                         Title: VP

     Date: August 15, 2002                              Date: 8/26/02

                                       4.
<PAGE>

                                 AMENDMENT NO. 5

This Amendment No. 5 ("Amendment") to (1) the Virtual Internet Provider (VIP)
Agreement between UUNET Technologies, Inc. ("UUNET") and iPass, Inc. (through
its predecessor in interest i-Pass Alliance Inc.) ("Reseller"), dated January 9,
1997, as previously amended by Addendum No. 1 to Network Services Agreement on
February 5, 1997, Amendment No. 1 on August 5, 1999, Amendment No. 2 on February
15, 2000, Amendment No. 3 on January 1, 2001 and Amendment No. 4 on December 1,
2001 (collectively, the "Agreement") is effective as of August 1, 2002.

The parties agree to the following:

1.       Sections 1 of Schedule A of the Agreement is deleted in its entirety
         and is replaced with the following:

         1. Dial-Up Pricing. Unless otherwise noted, the fees in this Section 1
         are for each hour or part thereof of dial-up access to the Internet
         using UUNET dial access network facilities ("Usage") via a Point of
         Presence ("POP") for the contiguous 48 United States. The charges in
         this Section 1 are cumulative.

         Reseller will be charged the base hourly rate indicated in the table
         below for Usage via a POP for the 48 contiguous United States ("Based
         Rate"), depending on the type of POP used (i.e., Tier 1 or Tier 2, as
         those POPs are designated by UUNET) and the Reseller's total number of
         hours of Usage under the Agreement and the CompuServe NSA via POPs for
         Canada, the United States and its territories. For a current list of
         Tier 1 and Tier 2 POPs, please refer to the reseller web partition
         provided to Reseller by UUNET. Any POP for the 48 contiguous United
         States not appearing on the Tier 1 POP list will be deemed a Tier 2
         POP.

<TABLE>
<CAPTION>
  TOTAL USAGE IN MONTH           BASE RATE FOR TIER 1 POP USAGE         BASE RATE FOR TIER 2 POP USAGE
<S>                              <C>                                    <C>
0 - 199,999 Hours                           $[*]                                     $[*]

200,000 - 399,999 Hours                     $[*]                                     $[*]

400,000 - 599,999 Hours                     $[*]                                     $[*]

600,000 - 799,000 Hours                     $[*]                                     $[*]

800,000 + Hours,                            $[*]                                     $[*]
</TABLE>

         Regional Roaming: For Usage via a POP for Canada or the non-contiguous
         United States and its territories (i.e., Hawaii, Alaska, Puerto, Rico,
         and U.S. Virgin Islands), Reseller will be charged the Base Rate for
         Tier 2 POP Usage plus an hourly surcharge of $[*] per hour.

         Global Roaming: For Usage via a POP for a location outside of the
         Canada or the United States and its territories, Reseller will be
         charged $[*] per hour.

         ISDN: For ISDN Usage, Reseller will be charged an hourly surcharge
         equal to [*]% of the applicable hourly rate for non-ISDN Usage via a
         POP for same location."

2.       Section 2 of Schedule A of the Agreement is hereby deleted in its
         entirety and replaced with the following:

         Annual Minimum Amount. Reseller has no monthly minimum commitments,
         however, notwithstanding anything to the contrary in the foregoing,
         Reseller's aggregate annual charge for the Dial-Up Services in the
         United States, Canada and the non-contiguous United States and its
         territories shall be equal the greater of (i) the aggregate combined
         charges for the Local Dial-Up Service and the Toll Free Dial-Up Service
         as determined above, or (ii) the annual minimum amount ("Annual Minimum
         Amount") of [*] dollars ($[*]).

3.       Section 6 of the Agreement, and Section 4 of Amendment No. 4 to the
         Agreement are both deleted in their entirety and Section 6 of the
         Agreement is replaced with the following:

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       1.
<PAGE>

"6. TERM. This Agreement becomes effective on August 1, 2002 and terminates
August 1, 2003 (the "Initial Term") unless extended under the terms of this
Section 6. The Initial Term will be automatically extended each year on August
1st for an additional year, unless either party has delivered to the other a
written notice that it is electing not to extend at least 60 days in advance of
that date.

This Amendment No. 5 does not constitute the assumption of the Agreement as that
term is used under applicable bankruptcy law.

Except as expressly provided herein, none of the provisions of the Agreement are
modified by this Amendment, and as hereby amended, the Agreement remains in full
force and effect. The parties acknowledge their agreement by signing below:

iPass, Inc.                                       UUNET Technologies, Inc.

     By: /s/ Donald C. McCauley                      By: /s/ John W. Bell
         ----------------------------                    ----------------------

     Name: Donald C. McCauley                        Name: John W. Bell

     Title: CFO                                      Title: VP

     Date: August 15, 2002                           Date: 8/26/02

                                       2.
<PAGE>

                                 AMENDMENT NO. 6

This Amendment No. 6 ("Amendment") to the Virtual Internet Provider (VIP)
Agreement between UUNET Technologies, Inc. ("UUNET") and iPass, Inc. (through
its predecessor in interest i-Pass Alliance Inc.) ("Reseller"), dated January 9,
1997, as previously amended, (collectively, the "Agreement") is effective as of
September 18, 2002.

The parties agree to the following:

1.       Section 1 of Schedule A of the Agreement is deleted in its entirety and
         is replaced with the following:

         1. Dial-Up Pricing. Unless otherwise noted, the fees in this Section 1
         are for each hour or part thereof of dial-up access to the Internet
         using UUNET dial access network facilities ("Usage") via a Point of
         Presence ("POP") for the contiguous 48 United States. The charges in
         this Section 1 are cumulative.

         Reseller will be charged the base hourly rate indicated in the table
         below for Usage via a POP for the 48 contiguous United States ("Based
         Rate"), depending on the type of POP used (i.e., Tier 1 or Tier 2, as
         those POPs are designated by UUNET) and the Reseller's total number of
         hours of Usage under the Agreement and the CompuServe NSA via POPs for
         Canada, the United States and its territories. For a current list of
         Tier 1 and Tier 2 POPs, please refer to the reseller web partition
         provided to Reseller by UUNET. Any POP for the 48 contiguous United
         States not appearing on the Tier 1 POP list will be deemed a Tier 2
         POP.

<TABLE>
<CAPTION>
  TOTAL USAGE IN MONTH           BASE RATE FOR TIER 1 POP USAGE           BASE RATE FOR TIER 2 POP USAGE
<S>                              <C>                                      <C>
0 - 199,999 Hours                            $[*]                                     $[*]

200,000 - 399,999 Hours                      $[*]                                     $[*]

400,000 - 599,999 Hours                      $[*]                                     $[*]

600,000 - 799,000 Hours                      $[*]                                     $[*]

800,000 + Hours,                             $[*]                                     $[*]
</TABLE>

         Regional Roaming: For Usage via a POP for Canada or the non-contiguous
         United States and its territories (i.e., Hawaii, Alaska, Puerto, Rico,
         and U.S. Virgin Islands), Reseller will be charged the Base Rate for
         Tier 2 POP Usage plus an hourly surcharge of $[*] per hour.

         Global Roaming: For Usage via a POP for a location outside of the
         Canada or the United States and its territories, Reseller will be
         charged $[*] per hour.

         ISDN: For ISDN Usage, Reseller will be charged an hourly surcharge
         equal to [*]% of the applicable hourly rate for non-ISDN Usage via a
         POP for same location."

2.       Section 6 of Schedule A of the Agreement is hereby deleted in its
         entirety and replaced with the following:

         "6. VIP TOLL FREE SERVICE. VIP toll-free service allows Reseller's End
         Users to access UUNET dial access network facilities using a toll-free
         number. Reseller will be charged $[*] per hour for Usage via a
         toll-free number accessing a POP for the U.S. or Canada. Reseller will
         be charged $[*] per hour for Usage via a toll-free number accessing a
         POP for Mexico, and $[*] per hour if via a POP located in Central or
         South America. To activate VIP toll-free service, Reseller must notify
         UUNET in writing and provide a reasonably accurate forecast of the peak
         simultaneous users of the service expected in the next six months.
         UUNET will notify Reseller once VIP toll-free service has been
         activated and is available to Reseller's End Users."

         This Amendment No. 6 does not constitute the assumption of the
         Agreement as that term is used under applicable bankruptcy law.

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       1.
<PAGE>

Except as expressly provided herein, none of the provisions of the Agreement are
modified by this Amendment, and as hereby amended, the Agreement remains in full
force and effect. The parties acknowledge their agreement by signing below:

iPass, Inc.                                       UUNET Technologies, Inc.

     By: /s/ Donald C. McCauley                      By: /s/ John W. Bell
         ---------------------------                     ---------------------
     Name:  Donald C. McCauley                       Name: John W. Bell

     Title: CFO                                      Title: VP

     Date: 09-11-02                                  Date: 9/18/02

                                       2.