**Proposal
for Management Services**
 **Mpower
Communications**
 
 **Scope
of Work**
 
 The
intent of the project is to provide Mpower with recommendations that will
position them to take advantage of their network assets and assist them in
establishing a world class wholesale operating organization. Recognizing that
Mpower is just entering the wholesale arena, CMGI will provide Mpower with a
recommendation of the steps that need to be taken to minimize attrition of the
base and enable growth of the wholesale channel. CMGI will frame these
recommendations in the context of “best practices” for a wholesale channel and
will present these findings to the Mpower Senior Leadership team.
 
 In
addition, CMGI asserts that a key to success for Mpower is to understand the
satisfaction level within the newly acquired base of wholesale customers. To
this end, CMGI will provide Mpower with a customer satisfaction survey and will
recommend a methodology for collecting this input.
 
 In phase
II of this project, CMGI will apply the "best practices" recommendations and
will develop a long run operational plan for the management of the wholesale
accounts. CMGI is uniquely positioned to deliver these recommendations as a
result of being able to staff this project with executives whose backgrounds
include managing the creation of new wholesale channels as well as running
large, industry leading, wholesale organizations.
 
 **CMGI
Deliverables**
 
 **Phase
I**
 CMGI
      will provide Mpower with an itemized description of best practices for a
      wholesale organization. The items will be relevant to Mpower’s wholesale
      private line and UNE-P products and will be rational to the size of
      Mpower’s wholesale channel. The items will be prioritized in order of
      customer impact and will include a broad estimate of the level of effort
      required to achieve the best practice. Level of effort will be valued
      using a three-point scale (high, medium, low).CMGI
      will create a customer feedback survey template and will recommend a
      methodology for collecting this input. The purpose of the survey will be
      to assess the level of customer satisfaction and to identify gaps between
      customer expectations and company
performance.
 
 **Phase
II**
 CMGI
      will develop a long run operational plan for the management of the
      wholesale accounts. The plan will include (but not be limited to)
      recommendations on the following: employee skill sets required, dedicated
      vs. common functional organizations, sales and customer tools, operational
      support systems, billing issues, collection and dispute resolution
      procedures, service delivery, maintenance and escalation procedures. The
      plan will assume current volumes and revenues as the baseline and will be
      tested against two additional growth assumptions (to be provided by
      Mpower). *CMGI
      will provide Mpower with an objective review of the processes that are
      being (or have been) put into place to support the wholesale accounts
      during the integration period. CMGI personnel can participate as processes
      are developed and/or provide a review of processes that have been
      initiated. The objective of this deliverable is to ensure seamless
      transition of the wholesale accounts to
Mpower.
 
 
 **Requirements**
 
 Mpower
      will provide CMGI with a review of the financial and volume metrics
      associated with the wholesale channel. This review will ensure that CMGI
      recommendations are sized appropriately. (Phase I)Mpower
      will provide CMGI with an overview of the existing wholesale base,
      including products and monthly revenue by account. (Phase
    I)Mpower
      will provide CMGI with a liaison that will assist CMGI in accessing the
      proper personnel and systems. (Phase I and II)CMGI
      will require on site access to all ICG and Mpower work groups, processes
      and systems involved in currently supporting or future support of the
      wholesale base. (Phase II)
 
 
 **Management
Fee**
 
 Phase
      I: $20,000Mpower
      shall pay CMGI 50% of the management fee ($10,000) at the time of contract
      execution.  CMGI will invoice Mpower for the remaining 50% ($10,000)
      of the management fee (for phase one of the project) at the completion of
      the project.  Payment for the completed phase will be made by Mpower
      upon review and acceptance of the phase, not to exceed 30
      days.Phase
      II: $20,000 *Mpower
      shall pay CMGI 50% of the management fee ($10,000) at the time of contract
      execution of each Phase.  CMGI will invoice Mpower for the remaining
      50% ($10,000) of the management fee (for phase two of the project) at the
      completion of the project.  Payment for the completed phase will be
      made by Mpower upon review and acceptance of the phase, not to exceed 30
      days.Reimbursement
      of all travel and travel expense related charges. CMGI will adhere to the
      guidelines set forth in Mpower's Travel and Expense Policies document
      (excluding sections 3.03 and 3.04).
 
 
 **Timeline**
 
 **Phase
I:**
 
 CMGI will
require three weeks to prepare best practices documentation, executive
presentation and survey template.
 
 **Phase
II:**
 
 CMGI will
require three weeks from the completion of the necessary site visits and
interviews to produce the deliverables contained in Phase II of this proposal.
It is estimated that the prep work and site visits will take place over the
course of two weeks.
 
 * Phase
II analysis does not include UNE-P
 
 **Approvals**
 
 **Phase
I:**
  ****
    **MPOWER COMMUNICATIONS
      CORP.**February 18, 2005
    By:
    /s/ Russ ShipleyRuss ShipleyNew Technology Officer
  **CASSARA MANAGEMENT GROUP,
      INC.**February 18, 2005
    By:
    /s/ Lori SofianekLori SofianekSr. Vice President
 
 **Phase
II:**

****
    **MPOWER COMMUNICATIONS
      CORP.**By:Russ ShipleyNew Technology Officer
**CASSARA MANAGEMENT GROUP,
      INC.**By:Lori SofianekSr. Vice President