Exhibit 10.5

                                                        Agreement No.___________

[LOGO OF WILLIAMS]

                          Teleport Services Agreement

This is an agreement between Williams Vyvx Services, a business unit of Williams
Communications, Inc. ("Williams") and iBEAM Broadcasting Corporation
("Customer"), dated as of December 13, 1999, in connection with teleport
services to be provided by Williams from Williams Vyvx Teleport New York as its
primary signal path and Williams Vyvx Teleport Los Angeles as its redundant
signal path  (the "Teleport(s)") to Customer (the "Agreement").  The terms of
this Agreement are as follows:

1.   SERVICES. Williams shall provide Customer with the Teleport services as
     further described on Exhibit A-1 attached hereto and made a part hereof
     (collectively referred to herein as the "Services"). From time to time and
     subject to availability, changes may be made in the Services which will be
     reflected in amendments to the applicable Exhibit A or the addition of
     additional Exhibit As. Each amendment shall be executed by authorized
     individuals of both parties. Each Exhibit A shall be part of this Agreement
     and incorporated herein. All Exhibit As shall be sequentially numbered for
     ease of identification, e.g., Exhibits A-1, A-2, A-3 and so forth.

2.   TERM. Upon signature by both parties this Agreement shall become effective
     on the date first set forth above and shall continue in effect until the
     expiration of any Exhibit A attached hereto (the "Term").

3.   LATE PAYMENT. If any payment is not received by Williams within 30 days
     after the date of invoice (the "Due Date"), then such overdue amount shall
     be subject to late payment charges at the lower of 18% per annum or the
     highest legally permissible rate of interest until the date payment is
     actually received. If Customer in good faith disputes any portion of an
     invoice it must pay the undisputed amount of the invoice on or before its
     Due Date and provide written notice to Seller of the billing dispute at or
     before the time of payment. Such notice must include documentation
     substantiating the dispute. Customer's failure to notify Seller of a
     dispute within one hundred-twenty (120) days after the Due Date shall be
     deemed to be Customer's acceptance of such charges. The parties will make a
     good faith effort to resolve billing disputes as expeditiously as possible.
     If a dispute is resolved in favor of Customer, Customer shall receive an
     adjustment on its next bill.

4.   SUSPENSION RIGHT. In the event that Customer has failed to pay any
     undisputed amount when due, Williams shall have the right to suspend
     Services. Williams shall only exercise this Suspension Right by first
     providing Customer with ten business days' written notice by facsimile. If
     Williams receives payment from Customer of all amounts due within the ten-
     day notice period, then Customer's Services shall not be suspended.
     Suspension of Services does not affect Customer's obligation to pay the
     Service Charges through the Term of this Agreement unless Customer
     exercises its termination right as described in this Section 4. In the
     event Williams suspends Customer's Services, Customer shall have the right
     but not the obligation to terminate this Agreement at its sole discretion.
     Customer's liability with respect to such termination shall be an amount
     equal to twelve (12) months of Service from the date of termination
     multiplied by the then current monthly Total Service Charge or an amount
     equal to the number of months remaining in the Term multiplied by the then
     current monthly Total Service Charge, whichever is less.

5. TERMINATION.

5.1  Customer shall have the right to terminate this Agreement upon a minimum of
     thirty (30) days' written notice. This right to terminate may only be
     exercised due to one of the following two circumstances:


                                                                   Page 1 of 27
<PAGE>

     a.  Monthly Interruptions exceed 43 minutes in three (3) consecutive
         calendar months; or

     b.  A second Daily Interruption in excess of 24 consecutive hours (after
         the first Daily Interruption in excess of 24 consecutive hours).

     Customer must exercise its right to terminate pursuant to this Section 5.1
     within thirty (30) days of the circumstance giving rise to Customer's right
     to terminate. This right to terminate is Customer's only right to terminate
     due to excessive Interruptions, and Customer may not invoke the general
     termination right as set forth in Section 5.2 due to Interruptions.

5.2  Either party may terminate this Agreement due to a material breach of this
Agreement by the other party. The non-breaching party shall provide written
notice to the breaching party of the alleged breach, and the breaching party
shall have sixty (60) days to cure the breach. If the breach has not been cured
within this sixty-day period, then the non-breaching party may terminate upon
thirty (30) days' written notice. Customer shall pay Williams in accordance with
this Agreement for all Services performed up to and including the effective date
of termination.

6. TAXES. Customer acknowledges and understands that all charges are computed
   exclusive of any applicable federal, state or local use, excise, gross
   receipts, sales and privilege taxes, duties, fees or similar liabilities
   (other than general income or property taxes), including without limitation,
   any tax or charge levied to support the Universal Service Fund contemplated
   by the Telecommunications Act of 1996, whether charged to or against
   Williams, its suppliers or affiliates or Customer for the Service provided to
   Customer ("Taxes"). Such Taxes shall be paid by Customer in addition to all
   other charges provided for herein.

7. OUTAGE ALLOWANCE.

7.1  Calculation of Outage Allowance. If applicable, Williams shall grant
     Customer an Outage Allowance for Services as follows:

        (a)  For purposes of this Agreement an interruption to Services
             ("Interruption") will be deemed to have occurred when Services are
             either not provided at all or fail to meet the requirements of the
             Agreement for a period of ten aggregate minutes on any given
             calendar day (the "Daily Interruption") or forty-three (43)
             aggregate minutes in any given calendar month (the "Monthly
             Interruption"). An Interruption begins the earlier of when Customer
             notifies Williams of the Interruption or when Williams is actually
             aware of the Interruption or constructively aware through
             recordation of the Interruption in Williams' log files. An
             Interruption will be considered to have ended when Services in
             accordance with this Agreement have been restored.

       (b)   In the event that Williams has a Daily Interruption as set forth in
             Section 7.1(a) herein, Customer shall receive a credit for the day
             the Daily Interruption occurred. Such credit shall include all fees
             for the day containing the Daily Interruption related to the
             Primary uplink (the "Uplink Outage Allowance"), which represents
             62.5% of the total daily uplink fee.

       (c)   In addition to the Uplink Outage Allowance, a credit will be
             provided to Customer by Williams based on the outage formula below
             for the actual outage minutes related to the Space Segment (the
             "Space Segment Outage Allowance").

Space Segment Outage Allowance = Interruption (in Minutes) x Transponder Charge
                                 ----------------------------------------------
                                   43,200 (deemed number of minutes per month)

      (d)   In the event Williams has a Monthly Interruption as set forth in
            Section 7.1(a) herein, Customer


                                                                    Page 2 of 27
<PAGE>

            shall receive a credit for the month in which the Monthly
            Interruption took place. Such credit will include an Uplink Outage
            Allowance as defined herein for the month containing the Monthly
            Interruption. If Customer receives a credit for a Monthly
            Interruption, Customer shall not receive credits for any Daily
            Interruptions which occurred during the month in which the Monthly
            Interruption occurred.

  7.2  Audio/Video. Intentionally Left Blank.

  7.3  Exceptions to Outage Allowance. In no case shall an Outage Allowance be
       made for any Interruption that is a result of, or attributable in whole
       or in part to:

       (a)  Any failure on the part of Customer to perform its material or
            operational obligations pursuant to this Agreement;

       (b)  The failure of Customer's Signal provided by Customer or by carriers
            other than Williams;

       (c)  The failure of transmission lines, equipment, or other facilities
            provided by the Customer;

       (d)  The failure or nonperformance of any earth station not provided by
            Williams;

       (e)  Reasonable periodic maintenance as approved in advance by Customer,
            provided Williams provides Customer with 72 hours advance notice of
            such maintenance and cumulative maintenance time does not exceed two
            (2) hours per calendar month;

       (f)  Interference from third party transmission or usage;

       (g)  Cooperative testing;

       (h)  Sun transit outage or rain fade; or

       (i)  Any other act or failure to act by Customer.

  7.4  Credit Memoranda.  Interruptions and Outage Allowances shall be
       acknowledged by Williams through the issuance of credit memoranda.  Such
       memoranda shall be issued within fifteen (15) days of the close of each
       calendar month and shall reflect all credit allowances accumulated by
       Customer during such month.  Customer may deduct from its next monthly
       payment the amount specified in the credit memorandum received in the
       preceding month.

  7.5  Time Limitation.  In no event shall Williams be liable for allowances for
       interruption unless the claim for such allowance is made within fifteen
       (15) days after the date of the interruption.

8.    WILLIAMS' RIGHT TO RE-CONFIGURE TELEPORT. Williams shall have the right to
      re-configure or relocate the Teleport. Notwithstanding the above, any re-
      configuration must have minimal impact on any Customer performance
      requirement, and any relocation will be within the continental United
      States and will require that the two Teleports used by Customer must be at
      a minimum 1000 miles apart and neither shall be located in Florida or
      southern Texas.

9.   RISK OF LOSS; INSURANCE.

9.1  Insurance Coverage. For Customer's Equipment (as defined in Exhibit A-1)
and Customer's employees on the Teleport premises, Customer will carry or cause
to be carried and maintained in force throughout the entire Term of this
Agreement insurance coverages as described in paragraphs (a) through (c) below
with insurance companies


                                                                    Page 3 of 27
<PAGE>

acceptable to Williams. The limits set forth below are minimum limits and will
not be construed to limit Customer's liability. All costs and deductible amounts
will be for the sole account of the Customer.

       (a)  Worker's Compensation insurance complying with the laws of the State
            or States having jurisdiction over each employee, whether or not
            Customer is required by such laws to maintain such insurance, and
            Employer's Liability with limits of $500,000 each accident, $500,000
            disease each employee, and $500,000 disease policy limit. If work is
            to be performed in Nevada, North Dakota, Ohio, Washington, Wyoming
            or West Virginia, Customer will participate in the appropriate state
            fund(s) to cover all eligible employees and provide a stop gap
            endorsement.

       (b)  Commercial or Comprehensive General Liability insurance on an
            occurrence form with a combined single limit of $1,000,000 each
            occurrence, and annual aggregates of $1,000,000, for bodily injury
            and property damage, including coverage for blanket contractual
            liability, broad form property damage, personal injury liability,
            independent contractors, products/completed operations, and when
            applicable the explosion, collapse and underground exclusion will be
            deleted.

       (c)  Automobile Liability insurance with a combined single limit of
            $1,000,000 each occurrence for bodily injury and property damage to
            include coverage for all owned, non-owned, and hired vehicles.

  9.2  Waiver of Subrogation. In each of the above described policies, 9.1(a)
       and 9.1(c), Customer agrees to waive and will require its insurers to
       waive any rights of subrogation or recovery they may have against
       Williams, its parent, subsidiary, or affiliated companies. Customer does
       not waive and its insurers will not waive any rights of subrogation or
       recovery they may have against Williams, its parent, subsidiary, or
       affiliated companies under 9.1(b).

  9.3  Additional Insureds. Under the policies described in Sections 9.1(b) and
       9.1(c) above, Williams, its parent, subsidiary and affiliated companies
       will be named as additional insureds as respects Customer's operations
       and as respects any work performed under this Agreement. Any costs
       associated with naming these additional insureds will be the
       responsibility of Customer. These policies will be primary insurance as
       respects Williams.

  9.4  Certificates of Insurance. Non-renewal or cancellation of policies
       described above will be effective only after written notice is received
       by Williams from the insurance company thirty (30) days in advance of any
       such non-renewal or cancellation. Prior to commencing the Collocation
       Service hereunder, Customer will deliver to Williams certificates of
       insurance on an ACORD 25 or 25S form evidencing the existence of the
       insurance coverages required above. In the event of a loss or claim
       arising out of or in connection with the work performed under this
       contract, Customer agrees, upon request of Williams, to submit the
       original or a certified copy of its insurance policies for inspection by
       Williams.

  9.5  Risk of Loss. Williams will not insure nor be responsible for any loss or
       damage, regardless of cause, to property of any kind, including loss of
       use thereof, owned, leased or borrowed by the Customer, or its employees,
       servants or agents.

  9.6  Insurance Requirement for Contractors. If Customer utilizes contractor(s)
       per this Agreement, then Customer shall require such contractor(s) to
       comply with these insurance requirements and supply certificates of
       insurance before any work commences.

10.  CONTRACT NOTICES. Any required notices pursuant to this Agreement shall be
     sent by facsimile, with confirmation by overnight courier to the parties at
     the following addresses:

     Williams Vyvx Services, a business unit of   iBEAM Broadcasting Corporation
     Williams Communications, Inc.                645 Almanor Ave., Suite 100


                                                                    Page 4 of 27
<PAGE>

     One Williams Center, MD 26-3                 Sunnyvale, CA 94086
     Tulsa, OK 74172                              Tel: (408) 523-1600
     Telephone: (918) 573-5602                    Fax: (408) 730-8937
     Fax: (918) 574-6042                          Attn: CFO
     Attention: Contract Administration

11.  OPERATIONAL NOTICES. If Customer has any technical problems with
     Customer's Equipment, Customer's signal(s) or the Services, Customer may
     call the Primary Teleport at (732)-969-3191 or (732)-969-3610 or the
     Secondary Teleport at (800)-922-4424 or (909)-943-5399 on a 24 x 7 basis.
     Williams will communicate with Customer as promptly as possible regarding
     any technical problems with Customer's Equipment, Customer's signal(s) or
     the Services. For purposes of these communications from Williams, Customer
     agrees that Williams should contact the operational contacts of Customer,
     in the order listed in Exhibit B hereto.

     Customer shall update its list of Operational Contacts with Williams as
     needed. Williams shall not be responsible for any Interruptions or other
     technical problems with Customer's Equipment, Customer's signal(s) or the
     Services in the event that Williams has attempted to communicate with
     Customer's Operational Contacts according to the information provided by
     Customer to Williams and Williams is unable to establish communications
     with them.

12.  LIMITATION OF LIABILITY

       12.1   EXCEPTING ONLY LIABILITY FOR WILLIAMS' RECKLESS OR WILLFUL
              MISCONDUCT, WILLIAMS' LIABILITY ARISING OUT OF ITS PROVISION OF
              SERVICES HEREUNDER, INCLUDING BUT NOT LIMITED TO LIABILITIES
              ARISING OUT OF WILLIAMS' NEGLIGENCE, MISTAKES AND OMISSIONS,
              INTERRUPTIONS, DELAYS, ERRORS, OR OTHER DEFECTS IN THE SERVICES OR
              BREACH OF CONTRACT OR ARISING OUT OF THE FAILURE TO FURNISH
              SERVICES, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, SHALL
              BE LIMITED TO THE EXTENSION OF ALLOWANCES FOR INTERRUPTIONS AS SET
              FORTH IN THIS AGREEMENT. SUCH ALLOWANCES FOR INTERRUPTION SHALL BE
              THE SOLE REMEDY OF CUSTOMER, INCLUDING ANY END USER OF CUSTOMER,
              AND THE SOLE LIABILITY OF WILLIAMS HEREUNDER. WILLIAMS' LIABILITY
              FOR DAMAGES OR LOSSES OF ANY KIND ARISING OUT OF ITS FURNISHING
              SERVICES SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO ITS FIXED
              MONTHLY OR OTHER CHARGE ALLOCABLE TO THE FAULTY OR DEFECTIVE
              SERVICE.

       12.2   NOTWITHSTANDING THE PROVISIONS OF THE PRECEDING SUBPARAGRAPH,
              WILLIAMS SHALL NOT BE LIABLE TO CUSTOMER OR ANY END USER FOR ANY
              LOSS OF, DEFECTS IN OR ANY INABILITY TO FURNISH SERVICE DUE TO
              ACTS OF GOD, ACTS OF GOVERNMENT, WARS, RIOTS, STRIKES, FAILURE OF
              A TRANSPONDER, FAILURE OF A SATELLITE, FAILURE OF ANY OTHER
              TRANSMISSION EQUIPMENT OR OTHER CAUSES BEYOND WILLIAMS' CONTROL.

      12.3  ANY AND ALL EXPRESS AND IMPLIED WARRANTIES RELATING TO THE SERVICES
            INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR
            FITNESS FOR A SPECIFIC PURPOSE OR USE, ARE EXPRESSLY DISCLAIMED.
            CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS WILLIAMS FROM ANY
            CLAIMS MADE UNDER A WARRANTY OR REPRESENTATION MADE BY CUSTOMER TO
            ANY THIRD PARTY WITH RESPECT TO THE SERVICES.

       12.4  EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT
             SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR
             CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST
             PROFITS),


                                                                    Page 5 of 27
<PAGE>

             REGARDLESS OF THE FORESEEABILITY THEREOF, OCCASIONED BY THE
             TERMINATION OF CUSTOMER'S RIGHTS TO USE, OR THE PREEMPTION OF OR
             THE FAILURE OF, OR LOSS OF TECHNICAL QUALITY OF, THE SERVICES OR BY
             ANY DELAY IN COMMENCEMENT OF THIS AGREEMENT OR BY ANY OTHER CAUSE
             OR MATTER WHATSOEVER.

       12.5  EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER, IN NO EVENT
             SHALL CUSTOMER BE LIABLE TO WILLIAMS FOR DIRECT DAMAGES IN EXCESS
             OF ONE MILLION DOLLARS.

13.  CUSTOMER'S CONTENT

     13.1   Responsibility for Content.  Customer shall be solely responsible
            for all content transmitted by Williams as part of the Services.
            Further, Customer shall make all arrangements with other common
            carriers, stations, networks, sponsors, music licensing
            organizations, performers, representatives or other parties for the
            authorizations necessary to avail itself of the Services. Customer
            shall indemnify, defend, and save harmless Williams from any
            liability arising out of failure to make such arrangements.

     13.2   Content Indemnity. Customer shall indemnify, defend, and save
            harmless Williams from and against all loss, liability, damage and
            expense, including reasonable attorneys' fees, due to claims arising
            out of the content of any programming transmitted over Williams'
            facilities pursuant to this Agreement including without limitation,
            any claim for libel, slander, or infringement of copyright and any
            other claim resulting from any act or omission of Customer arising
            from the use of Williams' facilities or the Services provided that
            Customer be given immediate written notice of any such claims and of
            any suits brought or threatened against Williams and authority to
            assume the sole defense thereof through its own counsel and to
            compromise or settle any suits so far as this may be without
            prejudice to Williams' rights.

     13.3   No Violation of Law. Customer shall not use the Services for an
            unlawful purpose, including (without limitation) any use which
            constitutes a violation of any local, state, federal, national or
            international laws. Williams shall have the right to terminate this
            Agreement and the Services provided hereunder without liability to
            Customer in the event that Williams, its officers, employees or
            agents, becomes the subject of any investigation, or is threatened
            with or made a party to any administrative proceeding or litigation,
            related to the alleged illegal use of the Services by Customer.
            Notwithstanding the foregoing, Williams will not terminate this
            Agreement pursuant to this Section 13.3 if, immediately upon
            notification by Williams of such alleged illegal use, Customer is
            able to satisfy Williams subject to Williams' sole and reasonable
            discretion within forty-eight (48) hours that Customer has ceased
            the aforementioned alleged illegal use.

14.  NO THIRD-PARTY BENEFICIARY. The provisions of this Agreement are for the
benefit only of the parties hereto, and no third party may seek to enforce, or
benefit from these provisions.

15.  LEGAL EXPENSES. If any proceeding is brought for the enforcement of this
Agreement, or because of an alleged or actual dispute, breach, default or
misrepresentation in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and other costs and expenses incurred in such action or
proceeding in addition to any other relief to which such party may be entitled.

16.  FORCE MAJEURE. Notwithstanding any other provision of this Agreement,
neither Williams nor Customer shall be held liable for any delay or failure to
perform any part of this Agreement (other than non-payment of amounts due
hereunder) for any cause beyond its control and without its fault or negligence,
including but not limited to acts or omissions of civil or military authorities,
national or local emergencies, government regulations, embargoes, epidemics,
wars, terrorist acts, sabotage, riots, insurrections, fires, lightning, sun,
hail, high winds or


                                                                    Page 6 of 27
<PAGE>

other adverse weather conditions , explosions, nuclear accidents, strikes,
extended power blackouts, natural disasters including but not limited to
earthquakes, floods or volcanic action, failure of satellite transponder or
failure of any third party facilities, equipment or services (outside of the
control of Williams and its subcontractors) or any law, regulation or order of
any government agency or court of competent jurisdiction affecting either of the
parties hereto in the performance of their obligations hereunder.

17.  INDEPENDENT CONTRACTORS. The parties to this Agreement are independent
contractors, and none of the provisions of this Agreement shall be interpreted
or deemed to create any relationship between Williams and Customer other than
that of independent contractors. Without limiting the generality of the
foregoing, Williams and Customer shall have sole responsibilities for the
withholding of all federal and state income taxes, unemployment insurance tax,
social security tax and other withholding with respect to payments made by it to
its employees performing services for it under this Agreement. Neither party's
directors, officers, employees, contractors or agents shall be deemed employees
of the other party or shall be entitled to compensation or any employment
benefits of any kind provided by the other party to its employees.

18.  WAIVER. No delay or failure of Williams or Customer to insist on
performance of any of the terms or conditions herein or to exercise any right or
privilege, or either party's waiver of any breach hereunder, shall be construed
to be a waiver thereof or a waiver of any other terms, conditions or privileges,
whether of the same or similar type.

19.  GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to its choice
of law provisions.

20.  SEVERABILITY. If any term or provision of this Agreement shall, to any
extent, be determined to be invalid or unenforceable by a court or body of
competent jurisdiction, then (a) both parties shall be relieved of all
obligations arising under such provision and this Agreement shall be deemed
amended by modifying such provision to the extent necessary to make it valid and
enforceable while preserving its intent, and (b) the remainder of this Agreement
shall be valid and enforceable.

21.  SURVIVAL OF TERMS AND CONDITIONS. The terms and conditions of this
Agreement which by their nature extend beyond termination of this Agreement
shall survive the expiration or termination of this Agreement to the full extent
necessary for their enforcement and for the protection of the party in whose
favor they operate.

22.  COUNTERPARTS. This Agreement may be executed in counterparts, each of which
shall constitute an original and all of which, when taken together, shall
constitute one agreement.

23.  PARTIES BOUND BY AGREEMENT; ASSIGNMENT. This Agreement is binding upon and
shall inure to the benefit of the parties hereto and upon their respective
successors and permitted assigns. Customer may not assign this Agreement without
the prior written consent of Williams, which consent shall not be unreasonably
withheld. Notwithstanding the foregoing, upon written notice, either party may
assign to a parent, affiliate, subsidiary company and/or any entity that
acquires, substantially all the shares or assets of a Party, without the consent
of the other.

24.  OUTSOURCING OF NETWORK MANAGEMENT. Should Customer establish an outsourcing
relationship with a third party to manage its network, Williams agrees to work
with such third party as designated by Customer in order to facilitate optimum
performance of Customer's network.

25.  ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire agreement
of the parties with respect to the subject matter hereof and supersedes any
prior understandings, oral agreements and/or writings between the parties
regarding the subjects within this Agreement. This Agreement may only be amended
or modified in writing signed by Customer and Williams.


                                                                    Page 7 of 27
<PAGE>

IN WITNESS WHEREOF the parties have executed this Agreement by the hand of their
respective duly authorised officers.


WILLIAMS VYVX SERVICES, A BUSINESS UNIT       iBEAM BROADCASTING CORPORATION
OF WILLIAMS COMMUNICATIONS, INC.


/s/ Laura Kenny                               /s/ Chris L. Dier
------------------------------------------    ----------------------------------
SIGNATURE                                     SIGNATURE

Laura Kenny                                   Chris L. Dier
------------------------------------------    ----------------------------------
PRINT NAME                                    PRINT NAME

Sr. VP & General Manager                      CFO
------------------------------------------    ----------------------------------
TITLE                                         TITLE

12-14-99                                      12/18/99
------------------------------------------    ----------------------------------
DATE                                          DATE


                                                                    Page 8 of 27
<PAGE>

                                                     Agreement No.______________


[LOGO OF WILLIAMS]

VYVX SERVICES

                   Teleport Services Agreement - Exhibit A-1


1.   SERVICE DESCRIPTION. Williams shall provide to Customer the use of the
Teleport for a dedicated use transmission, based on the terms contained herein,
to uplink Customer's signal(s) from the Teleport to Williams-provided space
segment on TelStar 7, transponder 15.

2.   SERVICE INITIATION. Williams shall initiate the Services described herein
on January 4, 2000 (the "Service Initiation Date"), provided, however that
Customer has signed this Agreement no later than December 14, 1999. Customer's
obligation to pay for the Services shall begin on the Service Initiation Date.
Loral has agreed to provide a transponder for testing purposes up to a maximum
of 15 MHz, and Williams will provide the Services during a Testing Period, which
shall begin as early as possible during the week of December 13, 1999 and
continue until January 2, 2000. Loral has informed Williams that Telstar 7,
Transponder 3 has been designated for such Testing Period and service will
switch to Telstar 7, Transponder 15 on January 4, 2000.

3.   TERM.  The term of this Exhibit A-1 shall begin on the Service Initiation
Date and shall continue for a period of thirty-six (36)  months, or until
December 31, 2002  (the "Original Term").

4.   DEMARCATION POINT FOR SERVICES. The Demarcation Point for Services
described herein shall be defined as either

          4.1  RF Chain Demarcation

               a)  X   Customer provided equipment ("CPE") demarcation - the
                  ----
                  DVB/ASI data stream from Customer Provided encapsulator to the
                  input of Williams provided modulator for all uplink services
                  from the Teleport;

               b)      Williams provided equipment demarcation - the Telco
                  ----
                  demarcation point as defined by the local loop provider (RBOC,
                  CAP, etc.), with Williams responsible for connectivity between
                  RF Chain and local loop demarcation;

          4.2  Local Loop Demarcation

               a)      Williams provided local loop demarcation - Customer
                  ----
                  premise - Williams provisions the local loop between the
                  Customer premise and the respective local facility, whether
                  that facility is a Williams POP or 3rd party POP, with the
                  demarcation point being the Customer end of the local loop;

               b)      Williams provided local loop demarcation - Teleport
                  ----
                  premise - For the Primary uplink out of New York, Williams
                  provisions the local loop between the Teleport and the
                  respective local facility, whether that facility is a Williams
                  POP or 3rd party POP, with the demarcation point being the
                  local facility end of the local loop. Williams is responsible
                  for provisioning and continued operation of the local loop for
                  the Primary signal path as defined herein;

               c)      Customer provided local loop demarcation - Customer
                  ----
                  premise - Customer provisions the local loop between the
                  Customer Premise and respective local facility, whether that
                  facility is a Williams POP or 3rd party POP with the
                  demarcation point being the local facility end of the local
                  loop;

               d)  X   Customer provided local loop demarcation - Teleport
                  ----
                  premise - For the Redundant uplink out of Los Angeles,
                  Customer provisions the local loop between the Teleport and
                  the respective local facility, whether that facility is a
                  Williams POP or 3rd party POP, with the demarcation point
                  being the Teleport end of the local loop. Customer is
                  responsible for provisioning, payment and continued operation
                  of the local loop for the Redundant signal path as defined
                  herein.

          4.3     IXC Demarcation. Intentionally Left Blank.

          4.4     "Other." Intentionally Left Blank.


                                                                    Page 9 of 27
<PAGE>

5.  WILLIAMS RESPONSIBILITIES. (collectively, the Service[s])

                             [GRAPHIC OMITTED]

Generic Signal Path diagram

5.1  Terrestrial Fiber Connectivity:

     a) Local Access. Customer Premise (City A) Intentionally Left Blank.

     b) Interexchange Fiber. Intentionally Left Blank.

     c) Local Access - Teleport (City Z)

        City Z Customer Premise:          IXC POP, 12th Flr, 60 Hudson St
        City Z NPA / NXX:                 T.B.D.
        Williams Teleport:                Primary - Williams Vyvx Teleport New
                                          York, 27 Randolph Street, Carteret, NJ
                                          07008

        Circuit Type:        _________ Analog              X        Digital
                                                           --------
        Circuit Capacity:    DS-3(45 Mbps)

        Transmission Type:   _________ Simplex             X        Duplex
                                                           --------

5.2  Space Segment  (the "Transponders")

a)  Williams shall provide two Ku-band transponders (the "Transponders") on
    Telstar 7 at the 129 West orbital slot. The Transponders shall be provided
    on a "ramp-up" schedule by which Customer commits to pay for increasing
    amounts of the space segment on the Transponders. The ramp-up schedule is
    depicted on the Ramp-Up and Pricing Schedule attached hereto as Exhibit D.
    Customer's commitment for the space segment depicted on Exhibit D begins on
    the first day of the first month of the respective quarter identified. With
    appropriate notice, Customer may accelerate the ramp-up of space segment,
    together with the corresponding charges. Once an increased level of space
    segment has been activated, however, the level may not be decreased. The
    full use of both Transponders as depicted on Exhibit D beginning no later
    than [*] shall continue through the end of the Term of the Agreement. The
    second transponder is subject to the Right of First Refusal described below
    in subparagraph (c).

b)  Additional bandwidth is available under the Bursting provision in Section
    6.6 (b) herein.

c)  Williams shall provide Customer with a Right of First Refusal on a Fully-
    Protected Ku-band transponder on Telstar 7. The Right of First Refusal shall
    be activated at the time Loral Skynet receives a bona fide offer for Loral's
    last Fully Protected Ku-band transponder on Telstar 7. In order to implement
    such Right-of-First Refusal, Williams shall provide Customer with written
    notice that Loral has received such bona fide offer. If Customer chooses to
    lease the transponder in question, Customer must respond, in writing, to
    Williams within twenty (20) calendar days of Customer's receipt of Williams'
    written notice and must begin full service on the second transponder no
    later than forty-five (45) days following receipt of Williams' written
    notice. The monthly rate for the second transponder shall

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


                                                                   Page 10 of 27

<PAGE>

     immediately be [*] without any ramp-up schedule as depicted on Exhibit D
     hereto. Customer's failure to respond to Williams' notification shall be
     deemed a refusal of the second transponder. This Right of First Refusal
     terminates when service on the second transponder begins on [*] or when
     Customer declines service under the Right of First Refusal.

(d)  Williams' Standard Satellite Terms and Conditions are attached as Exhibit C
     and are considered an integral part of the Agreement. In the event of
     conflict, the terms of this Agreement shall supersede the terms and
     conditions in Exhibit C.

5.3  Uplinking/Downlinking. Williams shall modulate Customer's DVB/ASI data
     stream to 70 MHz, upconvert the signal to 14 GHz and then transmit the
     signal from the Teleport to the Transponder in accordance with the
     predicted performance parameters which have been established based on the
     technical specifications calculated in the New York link budget attached as
     Exhibit A-1(a). Customer acknowledges and agrees that any equipment
     substitutions or technical changes made by Customer or Williams may affect
     the attached link budget calculations and could result in corresponding
     changes to the following predicted performance specifications:

     Williams will provide a Primary signal path via its New York Teleport. The
     Customer's signal will be transmitted from New York at a calculated power
     level of 73.11 dBW to TelStar 7's Ku-band transponder 15, resulting in a
     predicted downlink EIRP of 47 dBW per carrier to CONUS. Williams
     understands that this signal will be received by Customer's downlink
     equipment utilizing a minimum 1.0 meter antenna in CONUS providing
     approximately 40 dBi gain at 12 GHz. Calculations are based on Loral Skynet
     provided specifications for TelStar 7. These values assume 6 dB of rain
     fade margin and 99.7% equipment availability. Additionally, these values
     predict an approximate data rate capacity of 39 MBps.

     Williams will provide a Redundant signal path via its Los Angeles Teleport.
     The Customer's signal will be transmitted from Los Angeles at a calculated
     power level of 70.34 dBW to TelStar 7's Ku-band transponder 15, resulting
     in a predicted downlink EIRP of 47 dBW per carrier to CONUS. Williams
     understands that this signal will be received by Customer's downlink
     equipment utilizing a minimum 1.0 meter antenna in CONUS providing
     approximately 40 dBi gain at 12 GHz. Calculations are based on Loral Skynet
     provided specifications for TelStar 7. These values assume 6 dB of rain
     fade margin and 99.7% equipment availability. Additionally, these values
     predict an approximate data rate capacity of 39 MBps.

     When Williams has actual knowledge that there is an outage to Customer's
     Service, Williams must switch signal delivery from the Primary uplink to
     the Redundant uplink as described herein. Williams will switch the signal
     within five (5) minutes upon Williams' actual knowledge of the outage. To
     accommodate Williams' switch of signal delivery, Customer shall maintain
     the delivery of the data signal to the Redundant uplink on a continuous
     basis.

     It is understood and agreed to by both parties that while these initial
     uplink systems do not support iBEAM's long term growth requirements,
     approximately [*] MBps for a CONUS service, but they do provide sufficient
     capacity for iBEAM to develop their service offering. At such time that
     both parties deem this current capacity to be insufficient to meet iBEAM's
     market requirements, both parties will work together to expand these
     systems to support iBEAM's long term growth requirements of [*] MBps. Such
     expansion of Services shall be reflected in an amendment to this Agreement.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                  Uplink       Uplink      Downlink     Downlink
   Direction         Data Rate    Freq.       Polarity       Freq.      Polarity       Modulation    FEC
-----------------------------------------------------------------------------------------------------------
<S>                  <C>          <C>         <C>           <C>        <C>             <C>           <C>
Simplex Uplink-NY     39 MBps     14300     Horizontal     12000       Vertical       QPSK          3/4
                                   MHz                      MHz
-----------------------------------------------------------------------------------------------------------
Simplex Uplink-LA     39 MBps     14300     Horizontal     12000       Vertical       QPSK          3/4
                                   MHz                      MHz
-----------------------------------------------------------------------------------------------------------
</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.

5.4  Equipment. Williams shall provide the necessary equipment to uplink
     Customer's signal(s) to/from the customer provided modem in accordance with
     this Agreement. Uplink system will operate with data modulators, frequency
     upconverters and High Power Amplifiers in a 1:N automatic redundancy mode
     where N<4. Williams will supply an environmentally controlled facility,
     including 2 19" racks for Customer's equipment and 2 POTS lines for remote


                                                                   Page 11 of 27

<PAGE>

     monitoring of the Customer Provided equipment at each teleport facility.
     Facility power will be supplied at 120vac or 208vac. In the event of
     facility power failure, all critical equipment will have power supplied by
     an uninterruptable power supply with sufficient battery capacity to allow
     time for William's supplied diesel generator to be automatically switched
     on-line. All equipment provided by Williams shall remain the property of
     Williams.

5.5  Monitor. Williams will monitor the Service, and Williams will communicate
     with Customer as promptly as possible regarding any technical problems with
     Customer's Equipment, Customer's signal(s) or the Services. Williams will
     provide Customer with a monthly monitoring report in a form or format which
     is mutually agreed to by the parties.

5.6  Basic Maintenance. Williams may provide basic maintenance to Customer based
     on procedures mutually agreed upon by the parties.

6. CUSTOMER RESPONSIBILITIES.

6.1  Space Segment. Intentionally Left Blank.

6.2  Signal Delivery. Customer shall be solely responsible for delivery of its
signal(s) to/from the Demarcation Point, as defined in Section 4 above.

6.3  Uplinking/Downlinking. Intentionally Left Blank.

6.4  Customer's Equipment.

     (a) For the Services described above, Customer shall provide equipment
         ("Customer's Equipment") to both the New York and Los Angeles Teleports
         to be used in connection with Williams' provision of the Services to
         Customer which will perform the following functions:

         2 Cisco 7206VXR Routers - The first router is for terminating ATM DS3
         local loop for the purpose of passing multicast and unicast data from
         Customer's broadcasting head ends into Customer's DVB encapsulators.
         The second router is for redundancy.

         2 Cisco 2924 Switches - The first switch is to terminate Customer's
         server, router, encapsulator and terminal server equipment LAN ports,
         and allows for layer 2 communication between Customer's equipment. The
         second switch is for redundancy.

         2 Skystream Encapsulators - The first encapsulator encapsulates
         Customer's data into a DVB compliant format for delivery to Williams'
         multiplexing equipment. The second encapsulator is for redundancy.

         Cisco 2511 Terminal Server - Provides out of band management and remote
         capability for controlling and configuring Customer owned equipment.

         Customer shall provide Williams with a list of equipment as well as a
         corresponding diagram(s) to be updated as required.

     (b) Customer's Equipment shall remain the property of Customer, and
         maintenance, repair, or replacement of Customer's Equipment shall be
         the sole responsibility of Customer. In the event that Customer's needs
         change with regard to rack space, the parties shall re-evaluate charges
         associated with such additional rack space. Upon expiration or
         termination of this Agreement, Customer agrees to promptly remove
         Customer's Equipment. Customer's failure to do so, or failure to
         provide Williams with instructions regarding the disposition of
         Customer's Equipment within thirty (30) days of the expiration or
         termination of the Agreement shall be deemed to be an abandonment of
         Customer's Equipment, and Williams may remove Customer's Equipment and
         place it in storage for


                                                                   Page 12 of 27
<PAGE>

         Customer. Upon payment to Williams of the total cost of removal,
         storage and shipping, Williams will ship Customer's Equipment to
         Customer.

     (c) The Teleport is staffed on a 24 x 7 basis. For security of the Teleport
         and in the best interests of Williams and its customers, access to the
         Teleport is restricted. Customer shall have access to Customer's
         Equipment for normal maintenance purposes from 08:00 to 17:00 local
         time, weekends and holidays excluded, and Customer shall give the
         Teleport a minimum of 24 hours advance notice. Customer shall have
         access to Customer's Equipment for emergency servicing purposes at any
         time, and Customer shall give a minimum of one hour advance notice.
         Customer shall provide the Teleport with a written list of all of
         Customer's employees (or contractors) who are authorized to have access
         to Customer's Equipment, and Customer shall update this list as needed.
         The Teleport may deny access to any person whose name is not on
         Customer's list of authorized persons.

     (d) The Teleport will supply adequate rack space for Customer's Equipment
         as listed above at no charge in addition to the Service Charge. Any
         additional rack space required or requested by Customer shall be
         subject to availability and to additional charge.

6.5  Uplinking/Downlinking Equipment. Customer shall be solely responsible for
     transmitting/receiving satellite signals, including all uplink/downlink
     equipment necessary for transmission/reception of satellite signals at
     locations other than the Teleport.

6.6  Data Rates and Service Charges.

     (a) Monthly Recurring Charges. The Monthly Recurring Charge ("MRC") for the
         Service shall be as described in the Ramp-Up and Pricing Schedule
         attached hereto as Exhibit D. Customer is committing to the following
         data rate ramp-up schedule for Services:

         Data Rate            Timeframe
         -------------------------------
         [*]                  Qtr 1, '00
         [*]                  Qtr 2, '00
         [*]                  Qtr 3, '00
         [*]                  Qtr 4, '00
         [*]                  Qtr 1, '01
         [*]                  Qtr 2, '01
         [*]                  Qtr 3, '01
         [*]                  Qtr 4, '01
         [*]                  Qtr 1, '02
         [*]                  Qtr 2, '02
         [*]                  Qtr 3, '02
         [*]                  Qtr 4, '02

     (b) Non-Recurring Expense. The Non-Recurring Expense ("NRE") for the
         Services shall be as described in the Ramp-Up and Pricing Schedule
         attached hereto as Exhibit D. Customer shall be charged the NRE, or
         one-time fee of $7,000, which sum represents $3,000 installation fee
         for the two teleports ($1,500 x 2 teleports) plus $4,000 rack fees for
         two racks per each teleport ($1,000 x 2 racks x 2 teleports).

     (c) Rack Space Charges. The Rack Space Charges for the Service shall be as
         described in the Ramp-Up and Pricing Schedule attached hereto as
         Exhibit D. Customer will not be charged any MRC for the initial two
         racks deployed at each teleport, or 4 total racks. However, as Customer
         adds racks, Customer will not incur any NRE, but Customer will incur
         MRC charges for every additional rack beyond the first four. The rates
         for these racks will vary with the number of transponders required to
         provide the service, or as the number of transponders required
         increases, the per rack rate will decrease. The Rack rates will be $900
         per rack, above the initial four, while the Customer requires one
         transponder. Once the Customer adds a second transponder, the per rack
         rate will drop to $800 per rack. If Customer adds a third transponder,
         the rate would drop to $700 per rack.

     (d) Bursting. The Bursting Charge for the Service shall be as described in
         the Ramp-Up and Pricing Schedule attached hereto as Exhibit D. Each
         single Bursting event is limited to a duration of seven (7) days, with
         a limitation of nine (9)

                                                                   Page 13 of 27
<PAGE>

         days for multiple bursting events during any thirty-one (31) calendar
         day rolling period. If the bursting event exceeds either the seven (7)
         day limitation for a single event or any period of time during the nine
         (9) days for any thirty-one (31) calendar day period, Customer will be
         required to ramp-up its Service to the data rate level for the highest
         bandwidth actually used during the bursting event. For example, if
         Customer is at 10 MBps, and wants to burst to 15 MBps for nine (9)
         days, then Customer is required to ramp-up its fixed data rate to 15
         MBps from 10 MBps and begin paying the 15 MBps rate with no One-Time
         bursting fee associated with this ramp-up. Additionally, any Bursting
         is limited to 10 MBps above the current fixed data rate. If the
         Bursting requires bandwidth greater than 10 MBps higher than the
         current data rate, Customer will be required to raise its current data
         rate to a level supporting the desired bursted bandwidth. All Bursting
         is limited to the bandwidth available within a single transponder. No
         bursting capability is available if bandwidth requires an additional
         transponder.

        (e)   The Service Charge shall be invoiced thirty (30) days in arrears
              and shall be paid by Customer in U.S. Dollars within thirty (30)
              days of the date of invoice. Additionally, at the time of signing
              this Agreement, Customer shall remit to Williams the sum of
              $175,000 which sum represents advance payment of one month's
              Service Charge for Transponder 1, to be held by Williams as a
              deposit (the "Deposit") throughout the Term of this Agreement.
              Further, prior to initiation of Service on Transponder 2, Customer
              shall remit to Williams the additional sum of $175,000 which sum
              represents advance payment of one month's Service Charge for
              Transponder 2, to be held by Williams as a deposit throughout the
              Term of this Agreement. Such deposits, as are set forth above,
              shall be returned to Customer thirty (30) days from termination of
              this Agreement, provided however that Customer has made payment
              for all services rendered hereunder.

        (f)   Customer agrees that this is a take-or-pay commitment and that
              failure to use the Services throughout the Term does not affect
              Customer's obligation to pay the Service Charge throughout the
              Term. The parties agree that Customer's total commitment pursuant
              to this Agreement through the Term is approximately $8,850,840.
              The parties agree that this take-or-pay commitment is a portion of
              the consideration for this Agreement, and that it is not a
              penalty.

   6.7  Labor. If Williams performs labor for Customer beyond Basic Maintenance
        as described in Section 5.6 herein, at Customer's request, other than in
        connection with the Services, then Customer agrees to pay Williams for
        that labor at the rate of $100 per hour. An example of when a labor
        charge would be charged is if Williams agreed to switch out an item of
        Customer's Equipment with a replacement part provided by Customer.

   6.8  Compliance with Teleport Policies. Customer agrees that it shall comply
        with all policies and procedures of the Teleport.

7. AUTOMATIC RENEWAL. After the expiration of the Original Term, this Exhibit
A-1 shall automatically renew for one-year renewal terms (a "Renewal Term").
Either party may elect not to renew the Agreement by providing the other party
with written notice a minimum of one hundred twenty (120) days prior to the end
of the Original Term or any Renewal Term.

8. ANNUAL SERVICE CHARGE ADJUSTMENT. Upon expiration of the Original Term, and
   continuing thereafter annually on each anniversary of the Renewal Term of
   this Agreement, unless otherwise agreed to by the parties, the Service Charge
   shall be increased by an amount equal to the Consumer Price Index for All
   Urban Consumers (CPI-U), as originally published by the Bureau of Labor
   Statistics, for all items less food and energy, unadjusted for the twelve
   month period ending the previous December 31.


                                                                   Page 14 of 27

<PAGE>

Exhibit A-1(a) Primary Service - New York Link Budget

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------------------------------------------------
     Service Name                                   iBEAM

     Coverage                                       CONUS

     Uplink earth station                           Newark

     Downlink earth station                         CONUS EIRP

     Satellite name                                 Telstar 7
     <S>                                                 <C>             <C>                                 <C>
     ---------------------------------------------------------------------------------------------------------------------
     Link Input Parameters                                 Uplink          Downlink                             Units
     ---------------------------------------------------------------------------------------------------------------------
     Site latitude                                       40.73N            48.93N                             degrees
     Site longitude                                      74.17W           119.43W                             degrees
     Magnetic variation                                   13.3W             19.0E                             degrees
     Site altitude                                         0.1               0.2                                 km
     Frequency                                              14                12                                 GHz
     Polarization                                        Vertical        Horizontal
     Rain-climatic zone (* prefix Crane)                    K                 D
     Availability (average year)                          99.7              99.7                                 %
     Water vapour density                                   15                10                                 gm/m3
     Surface temperature                                    20                15                             (degrees)C
     Antenna aperture                                        7                 1                                 metres
     Antenna efficiency / gain                              65                65                         % (* prefix dBi)
     Coupling loss                                           4               0.1                                dB
     Antenna tracking / mispoint error                     0.1               0.1                                dB
     LNB noise figure / temp                                                 0.8                         dB (* prefix K)
     Antenna noise                                                            50                                 K
     Adjacent carrier interference                          28                28                                dB
     Adjacent satellite interference                        28                28                                dB
     Cross polarization interference                        28                28                                dB
     Uplink station HPA output back-off                      1                                                  dB
     Number of carriers / HPA                                1
     HPA C/IM (up)                                          30                                                  dB
     Uplink power control                                    6                                                  dB
     Uplink filter truncation loss                           0                                                  dB

     ---------------------------------------------------------------------------------------------------------------------
     Satellite Input Parameters                           Value                                                Units
     ---------------------------------------------------------------------------------------------------------------------
     Satellite longitude                                  129W                                               degrees
     Transponder type                                     TWTA
     Receive G/T                                           1.4                                                 dB/K
     Saturation flux density                               -96                                                 dBW/m2
     Satellite attenuator pad                                6                                                  dB
     Transmit EIRP at saturation                            47                                                 dBW
     Transponder bandwidth                                  36                                                 MHz
     Input back off total                                    1                                                  dB
     Output back off total                                2.49                                                  dB
     Intermodulation interference                         12.5                                                  dB

     ---------------------------------------------------------------------------------------------------------------------
     Carrier/Link Input Parameters                        Value                                                Units
     ---------------------------------------------------------------------------------------------------------------------
     Modulation                                           4-PSK
     Required bit error rate performance                   10^7
     Required Eb/No without FEC coding                    11.31                                                 dB
     Required Eb/No with FEC coding                         5.5                                                 dB
</TABLE>


                                                                   Page 15 of 27
<PAGE>

<TABLE>
     <S>                                                        <C>           <C>                            <C>
     Information rate                                              39                                           Mbps
     Overhead                                                       5                                            %
     FEC code rate                                               0.75
     Spread factor                                                1.2
     Carrier spacing factor                                       1.3
     Bandwidth allocation step size                               0.1                                           MHz
     System margin                                                  1                                           dB
     ---------------------------------------------------------------------------------------------------------------------
     Calculations at Saturation                                 Value                                          Units
     ---------------------------------------------------------------------------------------------------------------------
     Gain 1m^2                                                  44.38                                          dB/m2
     Uplink C/No                                                95.52                                          dB.Hz
     Downlink C/No                                              88.78                                          dB.Hz
     Total C/No                                                 87.94                                          dB.Hz
     Uplink EIRP for saturation                                 74.11                                           dBW
     ---------------------------------------------------------------------------------------------------------------------
     General Calculations                                      Uplink          Downlink                         Units
     ---------------------------------------------------------------------------------------------------------------------
     Elevation                                                  17.59             33.1                        degrees
     True azimuth                                              245.31           192.61                        degrees
     Compass bearing                                           258.61           173.61                        degrees
     Path distance to satellite                              39794.08         38339.27                          km
     Propagation time delay                                      0.13             0.13                        seconds
     Antenna efficiency                                            65               65                           %
     Antenna gain                                               58.36            40.12                          dBi
     Availability (average year)                                 99.7             99.7                           %
     Link downtime (average year)                              26.298           26.298                         hours
     Availability (worst month)                                    99               99                           %
     Link downtime (worst month)                                7.305            7.305                         hours
     Spectral power density                                    -24.38             5.38                       dBW/4kHz
     ---------------------------------------------------------------------------------------------------------------------
     Uplink Calculation                                         Clear           Rain Up          Rain Dn       Units
     ---------------------------------------------------------------------------------------------------------------------
     Uplink transmit EIRP                                       73.11            73.11            73.11         dBW
     Transponder input back-off (total)                             1                1                1         dB
     Input back-off per carrier                                    -1               -1               -1         dB
     Mispoint loss                                                0.1              0.1              0.1         dB
     Free space loss                                           207.37           207.37           207.37         dB
     Atmospheric absorption                                      0.43             0.43             0.43         dB
     Tropospheric scintillation fading                           0.69             0.69             0.69         dB
     Atmospheric losses total                                    1.13             1.13             1.13         dB
     Total path loss (excluding rain)                          208.59           208.59           208.59         dB
     Rain attenuation                                               0              3.6                0         dB
     Uplink Power Control                                           0                6                0         dB
     Uncompensated Rain Fade                                        0                0                0         dB
     C/No (thermal)                                             94.52            94.52            94.52        dB.Hz
     C/N (thermal)                                              19.37            19.37            19.37         dB
     C/ACI                                                         28               28               28         dB
     C/ASI                                                         28               28               28         dB
     C/XPI                                                         28               28               28         dB
     C/IM                                                          30               30               30         dB
     Eb/(No*Io)                                                 16.64            16.64            16.64         dB
</TABLE>


                                                                   Page 16 of 27
<PAGE>

<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------------------------------
   Downlink Calculation                                 Clear            Rain Up          Rain Dn            Units
   ------------------------------------------------------------------------------------------------------------------
   <S>                                                <C>               <C>               <C>                <C>
   Satellite EIRP total                                   47                 47               47              dBW
   Transponder output back-off (total)                  2.49               2.49             2.49              dB
   Output back-off per carrier                         -2.49              -2.49            -2.49              dB
   Satellite EIRP per carrier                          44.51              44.51            44.51              dBW
   Mispoint loss                                         0.1                0.1              0.1              dB
   Free space loss                                     205.7              205.7            205.7              dB
   Atmospheric absorption                               0.14               0.14             0.14              dB
   Tropospheric scintillation fading                    0.32               0.32             0.32              dB
   Atmospheric losses total                             0.46               0.46             0.46              dB
   Total path loss (excluding rain)                   206.27             206.27           206.27              dB
   Rain attenuation                                        0                  0             0.64              dB
   Noise increase due to precipitation                     0                  0             1.15              dB
   Downlink degradation (DND)                              0                  0             1.79              dB
   Total system noise                                 114.12             114.12            148.8               K
   Figure of merit (G/T)                               19.45              19.45            18.29             dB/K
   C/No (thermal)                                      86.29              86.29             84.5             dB.Hz
   C/N (thermal)                                       11.13              11.13             9.35              dB
   C/ACI                                                  28                 28               28              dB
   C/ASI                                                  28                 28               28              dB
   C/XPI                                                  28                 28               28              dB
   C/IM                                                 12.5               12.5             12.5              dB
   Eb/(No*Io)                                           7.63               7.63             6.54              dB
   ------------------------------------------------------------------------------------------------------------------
   Totals per Carrier (End-to-End)                     Clear            Rain Up          Rain Dn            Units
   ------------------------------------------------------------------------------------------------------------------
   C/No (thermal)                                      85.68              85.68            84.09             dB.Hz
   C/N (thermal)                                       10.53              10.53             8.93              dB
   C/ACI                                               24.99              24.99            24.99              dB
   C/ASI                                               24.99              24.99            24.99              dB
   C/XPI                                               24.99              24.99            24.99              dB
   C/IM                                                12.42              12.42            12.42              dB
   C/(No*Io)                                           83.24              83.24            82.26             dB.Hz
   C/(N*I)                                              8.09               8.09             7.11              dB
   Eb/(No*Io)                                           7.12               7.12             6.14              dB
   System margin                                           1                  1                1              dB
   Net Eb/(No*Io)                                       6.12               6.12             5.14              dB
   Required Eb/(No*Io)                                   5.5                5.5              5.5              dB
   Excess margin                                        0.62               0.62            -0.36              dB
   ------------------------------------------------------------------------------------------------------------------
   Earth Station Power Requirements                     Value                                                Units
   ------------------------------------------------------------------------------------------------------------------
   EIRP per carrier                                    73.11                                                  dBW
   HPA power per carrier                               14.75                                                  dBW
   Uplink power control                                    6                                                  dB
   HPA output back off                                     1                                                  dB
   Waveguide loss                                          4                                                  dB
   Filter truncation loss                                  0                                                  dB
   Number of HPA carriers                                  1
   Total HPA power required                            25.75                                                  dBW
   Required HPA power capability                      376.24                                                    W
   Spectral power density                             -24.38                                                dBW/4kHz
   ------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                   Page 17 of 27
<PAGE>

<TABLE>
<CAPTION>
    ---------------------------------------------------------------------------------------------------------------------
    Space Segment Utilization                                  Value                                         Units
    ---------------------------------------------------------------------------------------------------------------------
    <S>                                                        <C>                                           <C>
    Information rate (inc overhead)                            40.95                                          Mbps
    Transmit rate                                               54.6                                          Mbps
    Symbol rate                                                 27.3                                         MBaud
    Occupied bandwidth                                         32.76                                           MHz
    Noise bandwidth                                            75.15                                         dB.Hz
    Minimum allocated bandwidth required                       35.49                                           MHz
    Allocated transponder bandwidth                             35.5                                           MHz
    Allocated transponder bandwidth                            98.61                                            %
    Carriers per transponder by bandwidth usage                 1.01
    Used transponder power                                     44.51                                           dBW
    Used transponder power                                       100                                            %
    ---------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                   Page 18 of 27
<PAGE>

Exhibit A-1(b) Redundant Service - Los Angeles Link Budget

<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------------------------
    Service Name                                           iBEAM
    Coverage                                               CONUS
    Uplink earth station                                   Steele Valley
    Downlink earth station                                 CONUS EIRP
    Satellite name                                         Telstar 7
    ------------------------------------------------------------------------------------------------------------------
    <S>                                                     <C>             <C>                         <C>
    Link Input Parameters                                   Uplink          Downlink                     Units
    ------------------------------------------------------------------------------------------------------------------
    Site latitude                                           33.95N           48.93N                     degrees
    Site longitude                                          117.40W          119.43W                    degrees
    Magnetic variation                                       13.7E            19.0E                     degrees
    Site altitude                                             0.2              0.2                         km
    Frequency                                                  14               12                        GHz
    Polarization                                           Vertical        Horizontal
    Rain-climatic zone (* prefix Crane)                        D                D
    Availability (average year)                              99.7             99.7                         %
    Water vapour density                                       10                5                       gm/m3
    Surface temperature                                        20               15                     (degrees)C
    Antenna aperture                                          3.5                1                       metres
    Antenna efficiency / gain                                  65               65                  % (* prefix dBi)
    Coupling loss                                               3              0.1                         dB
    Antenna tracking / mispoint error                         0.1              0.1                         dB
    LNB noise figure / temp                                                    *35                  dB (* prefix K)
    Antenna noise                                                               50                         K
    Adjacent carrier interference                              28               28                         dB
    Adjacent satellite interference                            28               28                         dB
    Cross polarization interference                            28               28                         dB
    Uplink station HPA output back-off                          1                                          dB
    Number of carriers / HPA                                    1
    HPA C/IM (up)                                              30                                          dB
    Uplink power control                                        6                                          dB
    Uplink filter truncation loss                               0                                          dB
    ---------------------------------------------------------------------------------------------------------------
    Satellite Input Parameters                               Value                                       Units
    ---------------------------------------------------------------------------------------------------------------
    Satellite longitude                                       129W                                       degrees
    Transponder type                                          TWTA
    Receive G/T                                                1.4                                         dB/K
    Saturation flux density                                    -96                                        dBW/m2
    Satellite attenuator pad                                     6                                          dB
    Transmit EIRP at saturation                                 47                                         dBW
    Transponder bandwidth                                       36                                         MHz
    Input back off total                                         1                                          dB
    Output back off total                                     2.49                                          dB
    Intermodulation interference                              12.5                                          dB
    ---------------------------------------------------------------------------------------------------------------
    Carrier/Link Input Parameters                            Value                                        Units
    ---------------------------------------------------------------------------------------------------------------
    Modulation                                               4-PSK
    Required bit error rate performance                      10^-7
    ---------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                   Page 19 of 27
<PAGE>

<TABLE>
     <S>                                                        <C>              <C>             <C>           <C>
     Required Eb/No without FEC coding                             11.31                                          dB
     Required Eb/No with FEC coding                                  5.5                                          dB
     Information rate                                                 30                                         Mbps
     Overhead                                                          5                                          %
     FEC code rate                                                  0.75
     Spread factor                                                   1.2
     Carrier spacing factor                                          1.3
     Bandwidth allocation step size                                  0.1                                         MHz
     System margin                                                     1                                          dB
     ------------------------------------------------------------------------------------------------------------------------
     Calculations at Saturation                                     Value                                       Units
     ------------------------------------------------------------------------------------------------------------------------

     Gain 1m^                                                      44.38                                        dB/m2
     Uplink C/No                                                   95.52                                        dB.Hz
     Downlink C/No                                                 89.92                                        dB.Hz
     Total C/No                                                    88.86                                        dB.Hz
     Uplink EIRP for saturation                                    72.72                                         dBW
     ------------------------------------------------------------------------------------------------------------------------
     General Calculations                                          Uplink          Downlink                     Units
     ------------------------------------------------------------------------------------------------------------------------
     Elevation                                                     48.61             33.1                      degrees
     True azimuth                                                 200.18           192.61                      degrees
     Compass bearing                                              186.48           173.61                      degrees
     Path distance to satellite                                 37165.77         38339.27                         km
     Propagation time delay                                         0.12             0.13                      seconds
     Antenna efficiency                                               65               65                         %
     Antenna gain                                                  52.34            40.12                        dBi
     Availability (average year)                                    99.7             99.7                         %
     Link downtime (average year)                                 26.298           26.298                       hours
     Availability (worst month)                                       99               99                         %
     Link downtime (worst month)                                   7.305            7.305                       hours
     Spectral power density                                       -19.99             5.14                      dBW/4kHz
     ------------------------------------------------------------------------------------------------------------------------
     Uplink Calculation                                            Clear          Rain Up        Rain Dn        Units
     ------------------------------------------------------------------------------------------------------------------------
     Uplink transmit EIRP                                          70.34            70.34         70.34          dBW
     Transponder input back-off (total)                                1                1             1           dB
     Input back-off per carrier                                    -2.38            -2.38         -2.38           dB
     Mispoint loss                                                   0.1              0.1           0.1           dB
     Free space loss                                              206.77           206.77        206.77           dB
     Atmospheric absorption                                         0.13             0.13          0.13           dB
     Tropospheric scintillation fading                              0.19             0.19          0.19           dB
     Atmospheric losses total                                       0.32             0.32          0.32           dB
     Total path loss (excluding rain)                              207.2            207.2         207.2           dB
     Rain attenuation                                                  0             0.85             0           dB
     Uplink Power Control                                              0                6             0           dB
     Uncompensated Rain Fade                                           0                0             0           dB
     C/No (thermal)                                                93.15            93.15         93.15         dB.Hz
     C/N (thermal)                                                 19.13            19.13         19.13           dB
     C/ACI                                                            28               28            28           dB
     C/ASI                                                            28               28            28           dB
          ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                   Page 20 of 27
<PAGE>

<TABLE>
     <S>                                                          <C>              <C>           <C>            <C>
     C/XPI                                                            28               28            28           dB
     C/IM                                                             30               30            30           dB
     Eb/(No*Io)                                                    16.49            16.49         16.49           dB
     ------------------------------------------------------------------------------------------------------------------------
     Downlink Calculation                                          Clear           Rain Up        Rain Dn       Units
     ------------------------------------------------------------------------------------------------------------------------
     Satellite EIRP total                                             47               47            47          dBW
     Transponder output back-off (total)                            2.49             2.49          2.49           dB
     Output back-off per carrier                                   -3.87            -3.87         -3.87           dB
     Satellite EIRP per carrier                                    43.13            43.13         43.13          dBW
     Mispoint loss                                                   0.1              0.1           0.1           dB
     Free space loss                                               205.7            205.7         205.7           dB
     Atmospheric absorption                                         0.11             0.11          0.11           dB
     Tropospheric scintillation fading                              0.22             0.22          0.22           dB
     Atmospheric losses total                                       0.33             0.33          0.33           dB
     Total path loss (excluding rain)                             206.13           206.13        206.13           dB
     Rain attenuation                                                  0                0          0.64           dB
     Noise increase due to precipitation                               0                0          1.41           dB
     Downlink degradation (DND)                                        0                0          2.05           dB
     Total system noise                                            90.46            90.46        125.14           K
     Figure of merit (G/T)                                         20.45            20.45         19.05          dB/K
     C/No (thermal)                                                86.05            86.05         84.01         dB.Hz
     C/N (thermal)                                                 12.04            12.04          9.99           dB
     C/ACI                                                            28               28            28           dB
     C/ASI                                                            28               28            28           dB
     C/XPI                                                            28               28            28           dB
     C/IM                                                           12.5             12.5          12.5           dB
     Eb/(No*Io)                                                     8.11             8.11          6.96           dB
     ------------------------------------------------------------------------------------------------------------------------
     Totals per Carrier (End-to-End)                               Clear           Rain Up        Rain Dn       Units
     ------------------------------------------------------------------------------------------------------------------------
     C/No (thermal)                                                85.28            85.28         83.51         dB.Hz
     C/N (thermal)                                                 11.27            11.27          9.49           dB
     C/ACI                                                         24.99            24.99         24.99           dB
     C/ASI                                                         24.99            24.99         24.99           dB
     C/XPI                                                         24.99            24.99         24.99           dB
     C/IM                                                          12.42            12.42         12.42           dB
     C/(No*Io)                                                     82.51            82.51         81.48         dB.Hz
     C/(N*I)                                                        8.49             8.49          7.47           dB
     Eb/(No*Io)                                                     7.52             7.52           6.5           dB
     System margin                                                     1                1             1           dB
     Net Eb/(No*Io)                                                 6.52             6.52           5.5           dB
     Required Eb/(No*Io)                                             5.5              5.5           5.5           dB
     Excess margin                                                  1.02             1.02             0           dB
     ------------------------------------------------------------------------------------------------------------------------
     Earth Station Power Requirements                               Value                                       Units
     ------------------------------------------------------------------------------------------------------------------------
     EIRP per carrier                                              70.34                                         dBW
     HPA power per carrier                                            18                                         dBW
     Uplink power control                                              6                                          dB
     HPA output back off                                               1                                          dB
          ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                   Page 21 of 27
<PAGE>

<TABLE>
     <S>                                                <C>                                                    <C>
     Waveguide loss                                                    3                                          dB
     Filter truncation loss                                            0                                          dB
     Number of HPA carriers                                            1
     Total HPA power required                                         28                                         dBW
     Required HPA power capability                                 631.6                                          W
     Spectral power density                                       -19.99                                       dBW/4kHz
     ------------------------------------------------------------------------------------------------------------------------
     Space Segment Utilization                                      Value                                        Units
     ------------------------------------------------------------------------------------------------------------------------
     Information rate (inc overhead)                                31.5                                         Mbps
     Transmit rate                                                    42                                         Mbps
     Symbol rate                                                      21                                        MBaud
     Occupied bandwidth                                             25.2                                         MHz
     Noise bandwidth                                               74.01                                        dB.Hz
     Minimum allocated bandwidth required                           27.3                                         MHz
     Allocated transponder bandwidth                                27.3                                         MHz
     Allocated transponder bandwidth                               75.83                                          %
     Carriers per transponder by bandwidth usage                    1.32
     Used transponder power                                        43.13                                         dBW
     Used transponder power                                        72.85                                          %
     Carriers per transponder by power usage                        1.37
     Carriers per transponder limited by:-              Transponder bandwidth [1.32 carriers]
     ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                   Page 22 of 27
<PAGE>

                                   EXHIBIT B

                  CUSTOMER'S CONTACTS FOR OPERATIONAL NOTICES

Customer Contact No. 1

Name:  iBEAM Network Operations
Telephone: 877-523-1700 or 408-523-1700

Customer Contact No. 2

Name:  Pet Kumler
Title: Director, Network Operations
Telephone: 408-523-1710

Customer Contact No. 3

Name:  Joseph Thurman
Title: Executive Director Operations
Telephone: 408-523-1683


                                                                   Page 23 of 27
<PAGE>

                                   Exhibit C

                         Satellite Terms & Conditions

1.  Application of Terms and Conditions; Exclusion of Other or Additional Terms
    These Standard Terms and Conditions are applicable to all Communications
    Services provided by Williams to the Customer ("Customer") pursuant to this
    Service Agreement ("Agreement"). COMMUNICATIONS SERVICES WILL BE PROVIDED ON
    THE FOLLOWING TERMS AND CONDITIONS AND THE TERMS AND CONDITIONS OF THE
    AGREEMENT AND IN THE EVENT OF ANY CONFLICTS BETWEEN THE TERMS AND CONDITIONS
    OF THIS EXHIBIT C AND THE TERMS AND CONDITIONS OF THE AGREEMENT, THE TERMS
    AND CONDITIONS OF THIS EXHIBIT C SHALL CONTROL.

2.  Definitions  For purposes of this Agreement, the following terms shall have
    the definitions set forth in this Section 2, as follows:

    "Applicable Carrier" shall mean the person, corporation, partnership, firm
    or other entity in control of the satellite, satellite transponder,
    microwave link, uplink, downlink, analog copper and/or fiber optic
    facilities being used to provide the Communications Services.

    "Applicable Carrier's Tariff" shall mean the Applicable Carrier's Tariff for
    Allowances for Interruptions, setting forth the policies of the Applicable
    Carrier with regard to credits, allowances, refunds or payments in the event
    of an interruption of Communications Services caused by the Applicable
    Carrier or the Applicable Carrier's equipment, as well as the policies of
    the Applicable Carrier with regard to payments, penalties and charges for
    cancellation of Communications Services by the Customer.

    "Communications Services" shall include (without limitation) satellite
    transponder, transponder uplink/downlink, fiber optic, telephone line and/or
    microwave capacity, as applicable to the services requested by Customer.

    "Customer Agent" shall mean any person, corporation, partnership, firm or
    other entity transmitting signals to, from or via a satellite transponder or
    using other Communications Services with the permission of or on behalf of a
    Customer.

    "Exchange Rates" shall mean the rates at which US dollars are exchanged for
    the relevant foreign currency as published in The Wall Street Journal, U.S.
    Edition.

    "Uplink/Downlink Agent" shall mean the person, corporation, partnership,
    firm or other entity engaged by Customer to transmit or receive Customer's
    signal to the satellite transponder being used to provide the Communications
    Services.

3.  Provision of Communications Services  Williams shall provide Customer, and
    Customer shall accept from Williams as specified by Customer on the terms
    and conditions set forth herein.

4.  International Service   Rates for international Communications Services are
    priced to Customer based on the Exchange Rate at the time service is
    contracted for, subject to monthly adjustments to reflect changes in the
    applicable published Exchange Rate on the first day of each month. Should
    the carrier of non-U.S. Communications Services modify its tariff or the
    technical parameters for Communications Services during the term of this
    Agreement, Williams shall have the right correspondingly to modify the
    tariff or rate or technical parameters of its Communications Services to
    Customer.

5.  Obligations of the Customer Customer shall make all arrangements with other
    common carriers, stations, networks, sponsors, music licensing
    organizations, performers, representatives or other parties for the
    authorizations necessary to avail itself of the Communications Services.
    Williams shall be indemnified, defended and saved harmless by Customer from
    any liability arising out of failure to make such arrangements. Customer
    shall not use Communications Services for an unlawful purpose, including
    (without limitation) any use which constitutes a violation of any state or
    federal obscenity laws. Williams shall have the right to terminate
    Communications Services provided hereunder without liability to Customer in
    the event that Williams, its officers, employees or agents, or the
    Applicable Carrier, its officers, employees or agents, becomes the subject
    of any investigation, or is threatened with or made a party to any
    administrative proceeding or litigation, related to the alleged illegal use
    of the Communications Services by the Customer.

6.  Non-Interference for Satellite Transmissions and Use of Other Communications
    Services

    (a) All transmissions to and from the satellite transponder or other use of
        Communications Services made by Customer and/or a Customer Agent in
        connection with use of Communications Services pursuant to this
        Agreement shall comply with all of the rules and regulations of the
        Federal Communications Commission ("FCC"), other governmental agencies,
        carriers or other authorities applicable to Customer and/or each
        Customer Agent with respect to the Satellite Transponder or the
        Communications Services. Customer and each Customer Agent will follow
        the established practices and procedures of the Applicable Carrier for
        frequency coordination and will not utilize the Communications Services
        in a manner which, under standard engineering practice, would or might
        interfere with the use of or cause physical harm to any satellite
        transponder, the satellite or any other communications facility. If, in
        Williams, the Applicable Carrier's or other carrier's judgment,
        Customer's or any Customer Agent's transmissions to or from or
        utilization of the satellite transponder or other Communications
        Services (whether directly or through a Customer Agent), interferes with
        or causes physical harm to any satellite transponder, the satellite or
        any other communications facility, Customer agrees to cease or cause to
        be ceased immediately all transmissions to and utilization of the
        satellite transponder or other Communications Services upon notice
        thereof by Williams or the carrier until such time as such transmission
        or utilization shall not, in Williams' or the carrier's judgment,
        interfere with and shall not cause physical harm to any satellite
        transponder, the satellite or any other


                                                                   Page 24 of 27
<PAGE>

         communications facility. In such event and in addition to Williams'
         other rights and remedies hereunder, Customer agrees that its rights to
         use a portion of the satellite transponder or other Communications
         Services in accordance with this Agreement shall be subject to
         Williams' right to terminate Communications Services and all of
         Customer's rights hereunder without liability to Customer and to take
         such action as may be necessary, appropriate or desirable to terminate
         any such interference or physical harm by Customer and each Customer
         Agent.
               (b)  To ensure that Customer and each Uplink/Downlink Agent's
                    transmissions to and from the satellite transponder and
                    Customer's utilization of the Communications Services
                    (whether directly or through an Uplink/Downlink Agent) does
                    not so interfere with or cause physical harm to any
                    transponder or satellite, Customer and each Uplink/Downlink
                    Agent, prior to any transmission to the satellite
                    transponder, must satisfy the uplink access requirements set
                    forth by the Applicable Carrier. Further, without limiting
                    the generality of the foregoing, if Customer's use involves
                    video broadcasting, Customer agrees to comply in all
                    respects with Section 25.308 of the FCC rules regarding the
                    Automatic Transmitter Identification System.

7.   Pre-emptible Nature of Communications Services The satellite transponder
     and other Communications Services provided herein are not normally
     protected, other than as provided in Section 8 herein, and may be preempted
     and Customer acknowledges and agrees that it sometimes may be necessary or
     advisable for the Applicable Carrier or other carrier deliberately to
     preempt or interrupt Customer's use of the Communications Services in order
     to protect the overall performance of each satellite, fiber optic network
     or other communications facility, or other technical reasons. Such
     decisions shall be made by the owners or operators of the satellite, fiber
     optic network or other communications facility at their sole discretion and
     Williams shall have no liability to Customer as a result of such decisions.

9.   Fully Protected Transponder. "Fully-Protected" transponders, in the event
     of failure, shall be restored by the Applicable Carrier using spare
     equipment that may be available on the satellite at the time of failure, or
     on a comparable transponder on the same satellite, or on another Applicable
     Carrier satellite then in orbit, except when the failure is caused by
     Customer. Fully Protected transponders are not preemptible.

9.   Allowances for Interruption
     (a)  Allowances for interruption of Communications Service will be in
          accordance with the Applicable Carrier's Tariff. In the absence of an
          Applicable Carrier's Tariff, Williams' policy shall apply as follows:
          (i) When an interruption of a Communications Service occurs for a
          period of 60 seconds or more, credit is allowed on the basis of 5
          minutes for each 5 consecutive minutes or fraction thereof of
          interruption; (ii) Two or more interruptions occurring during any
          period of 5 consecutive minutes shall be considered one interruption;
          and (iii) An interruption of either the audio or visual portion of the
          television channel shall be considered an interruption of both.
     (b)  An allowance will not be made where Customer fails to transmit or
          receive a television, data or voice channel as a result of, or
          attributable in whole or in part to: (i) Customer's negligence or
          willful acts, or the negligence or willful acts of its officers,
          directors, agents, employees, subsidiaries, parents, affiliates,
          customers, authorized users and viewing subscribers, or any of them;
          (ii) The failure of local channels, transmission lines or equipment
          provided by Customer, its subsidiaries, parents, affiliates,
          authorized users, viewing subscribers, Customer Agents or any of them;
          (iii) Sun outages, heavy precipitation or heavy cloud cover; or (iv)
          Customer's failure to use the channel ordered.
     (c)  In no event shall Williams be liable for allowances for interruption
          unless the claim for such allowance is made within fifteen (15) days
          after the date of the interruption.

10.  Denial of Service   For any violation of the Communications Act of 1934, as
     amended, or any Rules, Regulations or Orders of the FCC or of the terms of
     this Agreement by Customer, or the imposition by the FCC or any
     governmental authority having jurisdiction of conditions on the provision
     of Communications Services which are unacceptable to Williams or the
     Applicable Carrier, Williams may either temporarily deny service or
     terminate the service without incurring liability to Customer.

11.  Cancellation by Customer  Except as specifically provided herein,
     Communications Service may only be canceled upon the occurrence of all the
     following: written notice to Williams; payment of total hourly, monthly or
     annual charges due for service previously provided and for scheduled
     service that has not been provided as of the date of cancellation; and
     payment of all other sums otherwise due through the term of the Fixed-Term
     Service to be provided pursuant to this Agreement.

12.  Title to Communications Facilities  This Agreement shall not, and shall not
     be deemed to, convey to Customer title of any kind to any of the satellite
     transponders, transponder uplinks/downlinks, fiber optic links, telephone
     lines, microwave facilities or other facilities utilized in connection with
     the Communications Services.


                                                                   Page 25 of 27
<PAGE>

EXHIBIT D Ramp-Up and Pricing Schedule

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
CONUS Solution              QTR 1   QTR 2     QTR 3   QTR 4   QTR 1     QTR 2    QTR 3    QTR 4    QTR 1     QTR 2   QTR 3   QTR 4
                             `00     `00      `00     `00     `01       `01      `01      '01       `02       `02    `02     '02
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>       <C>     <C>
Service Parameters
 Aggregate Data Rate       10Mbps   15Mbps   20Mbps   25Mbps   30Mbps   35Mbps   45Mbps   50Mbps   55Mbps   60Mbps   65Mbps  70Mbps
 XP #1 Data Rate           10Mbps   15Mbps   20Mbps   25Mbps   30Mbps   35Mbps   35Mbps   35Mbps   35Mbps   35Mbps   35Mbps  35Mbps
 XP #1 Power Required
     in MHz                 10MHz    15MHz    20MHz    25MHz    30MHz     FULL     FULL     FULL     FULL     FULL     FULL    FULL
 XP #2 Data Rate             n.a     n.a      n.a      n.a      n.a      n.a     10Mbps   15Mbps   20Mbps   25Mbps   30Mbps  35Mbps
 XP #2 Power Required
     in MHz                  n.a     n.a      n.a      n.a      n.a      n.a      10MHz    15MHz    20MHz    25MHz    30MHz    FULL
-----------------------------------------------------------------------------------------------------------------------------------
Service Fees         NRE      Monthly Recurring Charges
-----------------------------------------------------------------------------------------------------------------------------------
Uplink with
 Redundancy
 Total Uplink      $3,000 $12,960  $18,000  $20,160  $20,880  $21,600  $22,320  $23,760  $24,480  $25,200  $25,920  $26,640  $27,3
 Rack Charges      $4,000   T.B.D    T.B.D    T.B.D    T.B.D    T.B.D    T.B.D    T.B.D    T.B.D    T.B.D    T.B.D    T.B.D    T.B.D
Space Segment
 XP #1 - TelStar
    Ku - 36 MHz           $75,000 $100,000 $128,000 $150,000 $165,000 $175,000 $175,000 $175,000 $175,000 $175,000 $175,000 $175,000
 XP #2 First Right
    of Refusal             $7,500   $7,500   $7,500   $7,500   $7,500   $7,500       $0       $0       $0       $0       $0       $0
 XP #2 - TelStar
    7 Ku - 36 MHz            n.a.     n.a.     n.a.     n.a.     n.a.     n.a.  $75,000 $100,000 $128,000 $150,000 $165,000 $175,000
------------------------------------------------------------------------------------------------------------------------------------
          Totals   $7,000 $95,460 $125,500 $155,600 $178,380 $194,100  204,820 $273,760 $299,480 $328,200 $350,920 $366,640 $377,3
                                                                                               Approximate Term Value     $8,850,8
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Bursting - 24 hour notice is required to burst with a One-Time fee of $1,000 per event.
- -----------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Transponder Assumptions                                 Additional Charges Not Included Above...
XP Protection = Fully Protected                         Rack Space
Full Transponder - Full Power & Bandwidth               2 Racks Per Teleport Included in Monthly Uplink Charges
Data rate assumes Proportional Power & Bandwidth        $900 per rack, per month, per location for the 1/st/ XP
Data rate can only ramp-up                              $800 per rack, per month, per location for 2/nd/ XP
Term is 3 Years                                         $700 per rack, per month, per location for the 3/rd/ XP
                                                        Pricing does not include local loop charges
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

                                [GRAPHIC OMITTED]

                                                1.0m
Gain (db) at 11.95 GHz:                         Ku-Band
Aperture Efficiency                             40.53
3 dB Beam Width                                 .72
10 db Beam Width                                2.0 (degree)
Noise Temperature ((degree)K):
30(degree) Elevation                            50(degree)
Cross Polarization - On Axis                    30 dB
VSWR: (Maximum                                  1.3 dB
F/D Ratio                                        .6
Surface Accuracy (typical RMS)                   .012"

--------------------------------------------------------------------------------
For additional information, contact Greg Hurt, VSAT Sales Manager

*Specifications subject to change without notice.

[LOGO] Channel Master Division of Avnet, Inc.
P.O. Box 1416, Industrial Park Drive, Smithfield, North Carolina 27577
Telephone: (919) 934-9711 FAX: (919) 989-2200

                                    Printed in USA 7/29 IBM #8689 (16212) Rev B.