**Exhibit 10.35**

 

**AT&T MASTER AGREEMENT**

**MA Reference No. DCMT306779**

 
| **CUSTOMER  Legal Name (“Customer”, “You” or “Your”)** |                     | **AT&T  Corp. (“AT&T”)**         |
|--------------------------------------------------------------------------------------|--------------------------|----------------------------------------------------|
| Improvenet.Com                                                                       |                     | AT&T  Corp.                                    |
|                                                                                 |                     |                                               |
| **CUSTOMER  Address**                                                                |                     | **AT&T  Address**                              |
| Addr: 720  Bay Road #200                                                             |                     | 55 Corporate  Drive  Bridgewater, New Jersey 08807 |
| City:  Redwood City  State: CA                                                       | Country: USA  Zip: 94063 |                                               |   |
|                                                                                 |                     |                                               |
| **CUSTOMER  Contact**                                                                |                     | **AT&T  Contact**                              |
| Name: Brian  Lewis                                                                   |                     | Master  Agreement Support Team                     |
| Title: MIS                                                                           |                     | Email:  mast@att.com                               |
| Telephone:  650-701-8060                                                             |                     | url:  http://ma.kweb.att.com/                      |
| Fax: 650-701-8260                                                                    |                     | Fax:  908-658-2562                                 |
| Email:  brian@improvenet.com                                                         |                     | Scanned  Image Reference Number: 14109-0093624/NC  |
|                                                                                      |                          |                                                    |  |

 

This Agreement consists of theattached General Terms and Conditions and all service attachments(“Attachments”) attached hereto or subsequently signed by the parties and thatreference this Agreement (collectively, this “Agreement”). In the event of aconflict between the General Terms and Conditions and any Attachment, theAttachment shall take precedence.

 

This Agreement shall becomeeffective when signed by both parties and shall continue in effect for as longas any Attachment remains in effect, unless earlier terminated in accordancewith the provisions of the Agreement. The term of each Attachment is stated inthe Attachment.

 
| **SIGNATURE BELOW BY YOUR AUTHORIZED  REPRESENTATIVE IS YOUR CONSENT TO  THE TERMS AND CONDITIONS OF THIS AGREEMENT** |   |
|-----------------------------------------------------------------------------------------------------------------------|--------|

 
| **CUSTOMER:****Improvenet.Com** |   | **AT&T CORP.**       |   |
|---------------------------------|--------|--------------------------|--------|
| /s/ Don  Gaspar                 |   | /s/ T. C.  McDonough     |   |
| Authorized  Signature)          |   | (Authorized  Signature)  |   |
|                            |   |                     |   |
| Don Gaspar                      |   | Thomas McDonough         |   |
| (Typed or  Printed Name)        |   | (Typed or  Printed Name) |   |
|                            |   |                     |   |
| CTO                             |   | General  Manager         |   |
| (Title)                         |   | (Title)                  |   |
|                            |   |                     |   |
| 12/13/00                        |   | 12/18/00                 |   |
| (Date)                          |   | (Date)                   |   |

 

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**AT&T MA Reference No. DCMT306779**

 

**GENERAL TERMS AND CONDITIONS**

 

The following terms andconditions shall apply to the provision and use of the products and services(“Service” or “Services”) provided by AT&T pursuant to this Agreement.

 

**1.0          DEFINITIONS**

1.1       “Affiliate” of a party means any entitythat controls, is controlled by or its under common control with such party,and, in the case of AT&T, it also means any entity which AT&T hasauthorized to offer any Service or part of any Service.

1.2       “Content” means information madeavailable, displayed or transmitted in connection with a Service (including,without limitation, information made available by means of an HTML “hot link”,a third party posting or similar means) including all trademarks, service marksand domain names contained therein as well as the contents of any bulletinboards or chat forums, and, all updates, upgrades, modifications and otherversions of any of the foregoing.

1.3       “User” means anyone who uses or accessesany Service purchased by You under this Agreement.

 

**2.0          CHARGES AND BILLING**

2.1       You shall pay AT&T for Your andUsers’ use of the Services at the rates and charges specified in theAttachments, without deduction, setoff or delay for any reason. Charges setforth in the Attachments are exclusive of any applicable taxes. You may berequired at any time to pay a deposit if AT&T determines that You are notcreditworthy.

2.2       You shall pay all shipping charges, taxes(excluding those on AT&T’s net income) and other similar charges (and anyrelated interest and penalties) relating to the sale, transfer of ownership,installation, license, use to provision of the Services, except to the extent avalid tax exemption certificate is provided by You to AT&T prior to thedelivery of Services.

2.3       Payment in U.S. currency is due withinthirty (30) days after the date of the invoice and shall refer to the invoicenumber. Restrictive endorsements or other statements on checks accepted byAT&T will not apply. You shall reimburse AT&T for all costs (includingreasonable attorney fees) associated with collecting delinquent or dishonoredpayments. At AT&T’s option, interest charges may be added to any past dueamounts at the lower of 1.5% per month or the maximum rate allowed by law.

 

**3.0          RESPONSIBILITIES OF THE PARTIES**

3.1       AT&T agrees to provide Services toYou, subject to the availability of the Services, in accordance with the termsand conditions, and at the charges specified in this Agreement, consistent withall applicable law and regulations.

3.2       You shall assure that Your and Users' useof the Services and Content will at all times comply with all applicable laws,regulations and written and electronic instructions for use. AT&T reservesthe right to terminate affected Attachments, suspend affected Services, and/orremove Your or Users' Content from the Services, if AT&T determines thatsuch use or Content does not conform with the requirements set forth in thisAgreement or interferes with AT&T’s ability to provide Services to You orothers or receives notice from anyone that Your or Users' use or Content mayviolate any laws or regulations. AT&T’s actions or inaction under thisSection shall not constitute review or approval of Your or Users’ use orContent. AT&T will use reasonable efforts to provide notice to You beforetaking action under this Section.

 

**4.0          USE OF INFORMATION**

4.1       All documentation, technical information,Software, business information, or other materials that are disclosed by eitherparty to the other in the course of performing this Agreement shall beconsidered proprietary information (“INFORMATION”) of the disclosing party, providedsuch information is in written or other tangible form that is clearly marked as“proprietary” or “confidential”. This Agreement shall be deemed to be AT&Tand Your INFORMATION. Your Content shall be deemed to be Your INFORMATION.

4.2       Each party’s INFORMATION shall, for aperiod of three (3) years following its disclosure (except in the case ofSoftware, for an indefinite period): (i) be held in confidence; (ii) be used only for purposes of performingthis Agreement (including in the case of AT&T, the ability to monitor andrecord Your transmissions in order to detect fraud, check quality, and tooperate, maintain and repair the Services) and using the Services; and (iii)not be disclosed except to the receiving party’s employees, agents andcontractors having a need-to-know (provided that such agents and contractorsare not direct competitors of either party and agree in writing to use anddisclosure restrictions as restrictive as this Article 4), or to the extentrequired by law (provided that prompt advance notice is provided to thedisclosing party to the extent practicable).

4.3       The restrictions in this Article shallnot apply to any information that:  (i)is independently developed by the receiving party; or (ii) is lawfully receivedby the receiving party free of any obligation to keep it confidential, or (iii)becomes generally available to the public other than by breach of thisAgreement.

 

**5.0          PUBLICITY AND MARKS**

5.1       No public statements or announcementsrelating to this Agreement shall be issued by either party without the priorwritten consent of the other party.

5.2       Each party agrees not to display or use,in advertising or otherwise, any of the other party’s trade names, logos,trademarks, service marks or other indicia of origin (collectively “Marks”)without the other party’s prior written consent, provided that such consent maybe revoked at any time.

 

**6.0          SOFTWARE**

6.1       AT&T grants You a personal,non-transferable and non-exclusive license (without the right to sublicense) touse, in object code form, all software and associated written and electronicdocumentation and data furnished pursuant to the Attachments (collectively, the“Software”), solely in connection with the Services and solely in accordancewith applicable written and electronic documentation. You will refrain fromtaking any steps to reverse assemble, reserve compile or otherwise derive asource code version of the Software. The Software shall at all times remain thesole and exclusive property of AT&T or its suppliers. “Third-PartySoftware” means Software that bears a copyright notice of a third party.“AT&T Software” means all Software other than Third-Party Software.

6.2       You shall not copy or download theSoftware, except to the extent expressly provided otherwise in the applicabledocumentation for the Service or in a writing signed by AT&T.  Any copy must contain the same copyrightnotices and proprietary markings as the original Software.

6.3       You shall assure that Your Users complywith the terms and conditions of this Article 6.

6.4       The term of the license granted hereundershall be coterminous with the Attachment which covers the Software.

6.5       You agree to comply with any additionalrestrictions that are provided with any Third-Party Software.

6.6       AT&T warrants that all AT&TSoftware will perform substantially in accordance with its applicable publishedspecifications during a warranty period of ninety (90) days beginning on thedate of delivery of the AT&T Software to You. If You return to AT&T,within the ninety (90) day warranty period, any AT&T Software that does notcomply with this warranty, then AT&T, at its option, will either repair orreplace the portion of the AT&T Software that does not comply or refund theamount paid by You for such failed or defective AT&T Software. Thiswarranty will apply only if the AT&T Software is used in accordance withthe terms of this Agreement and is not altered, modified or tampered with byYou or Users.

 

**7.0          ADJUSTMENTS TO MINIMUM PURCHASECOMMITMENTS**

In the event of a business downturnbeyond Your control, or a corporate divestiture, merger, acquisition orsignificant restructuring or reorganization of your business, or networkoptimization using other AT&T Services, or reduction of the rates andchanges, or chronic Service failures, or force majeure events, any of whichsignificantly impairs your ability to meet Your minimum purchase commitmentsunder an Attachment, AT&T will offer to adjust the affected commitments soas to reflect Your reduced traffic volumes, after taking into account theeffect of such a reduction on AT&T’s costs and the AT&T prices thatwould otherwise be available at the revised commitment levels. If we reachmutual agreement on revised purchase commitments, we will amend or replace theaffected Attachment, as applicable. This provision shall not apply to a changeresulting from a decision by You to transfer portions of your traffic orprojected growth to service providers other than AT&T. You must giveAT&T written notice of the conditions You believe will require theapplication of this provision. This provision does not constitute a waiver ofany charges, including shortfall charges, incurred by You prior to amendment orreplacement of the affected Attachment.

 

**8.0          FORCE MAJEURE**

Neither AT&T nor You shallbe liable for any delay, failure in performance, loss or damage due to:  fire, explosion, power blackout, earthquake,flood, the elements, strike, embargo, labor disputes, acts of civil or militaryauthority, war, acts of God, acts or omissions of carriers or suppliers, actsof regulatory or governmental agencies, or other causes beyond such party’sreasonable control, whether or not similar to the foregoing, except that Yourobligation to pay for charges incurred for Services received by You shall notbe excused.

 

**9.0          LIMITATIONS OF LIABILITY**

9.1       For purposes of all exclusive remediesand limitations of liability set forth in this Agreement or any Attachment“AT&T” shall be defined as AT&T, its Affiliates, and its and theiremployees, directors, officers, agents, representatives, subcontractors,interconnection service providers and suppliers; and “You” shall be defined asYou, Your Affiliates, and Your and their employees, directors, officers,agents, and representatives; and “Damages” will refer collectively to allinjury, damage, liability, loss, penalty, interest and expense incurred.

9.2           EITHER PARTY’S ENTIRE LIABILITY ANDTHE OTHER PARTY’S EXCLUSIVE REMEDIES, FOR ANY DAMAGES CAUSED BY ANY SERVICEDEFECT OR FAILURE, OR FOR OTHER CLAIMS ARISING IN CONNECTION WITH ANY SERVICEOR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE:

(i)            FOR BODILY INJURY OR DEATH TO ANY PERSON, OR REAL ORTANGIBLE PROPERTY DAMAGE, NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES ARISINGFROM THE WILLFUL MISCONDUCT OF A PARTY OR ANY BREACH OF ARTICLES 4 OR 5, THEOTHER PARTY’S RIGHT TO PROVEN DIRECT DAMAGES;

(ii)           FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SETFORTH IN SECTION 6.6;

(iii)          FOR INTELLECTUAL PROPERTY INFRINGEMENT, THE REMEDIES SETFORTH IN ARTICLE 11:

(iv)          FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOTEXCLUDED UNDER THIS AGREEMENT, EACH PARTY’S LIABILITY SHALL BE

 

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**AT&T MA Reference No. DCMT306779**

 

LIMITED TO PROVEN DIRECTDAMAGES NOT TO EXCEED PER CLAIM (OR IN THE AGGREGATE DURING ANY TWELVE (12)MONTH PERIOD) AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS MADE BY YOU FOR THEAFFECTED SERVICE DURING THE THREE (3) MONTHS PRECEDING THE MONTH IN WHICH THEDAMAGE OCCURRED. THIS SHALL NOT LIMIT YOUR RESPONSIBILITY FOR THE PAYMENT OFALL PROPERLY DUE CHARGES UNDER THIS AGREEMENT.

9.3       EXCEPT FOR THE PARTIES' ARTICLE 11OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES. INCLUDINGWITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR REVENUES OFANY KIND OR INCREASED COST OF OPERATIONS.

9.4       AT&T ALSO SHALL NOT BE LIABLE FOR ANYDAMAGES ARISING OUT OF OR RELATING TO: INTEROPERABILITY, ACCESS ORINTERCONNECTION OF THE SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENTOR NETWORKS PROVIDED BY YOU OR THIRD PARTIES: SERVICE INTERRUPTIONS OR LOST ORALTERED MESSAGES OR TRANSMISSIONS; OR, UNAUTHORIZED ACCESS TO OR THEFT,ALTERATION, LOSS OR DESTRUCTION OF YOUR, USERS’ OR THIRD PARTIES’ APPLICATIONS,CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS.

9.5       EXCEPT AS EXPRESSLY PROVIDED IN THISAGREEMENT, AT&T MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLYDISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OFDEALING OR COURSE OF PERFORMANCE. EQUIPMENT PROVIDED BY AT&T IN CONJUNCTION WITH A SERVICE IS PROVIDEDON AN “AS IS” BASIS.

9.6       THE LIMITATIONS OF LIABILITY SET FORTH INTHIS AGREEMENT SHALL APPLY:  (i)REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITYOR OTHERWISE; AND (ii) WHETHER OR NOT DAMAGES WERE FORESEEABLE.  THESE LIMITATIONS OF LIABILITY SHALL SURVIVEFAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT.

 

**10.0        TERMINATION**

10.1     If a party fails to perform or observe anymaterial term or condition of this Agreement and the failure continuesunremedied for thirty (30) days after receipt of written notice, (i) the otherparty may terminate for cause any Attachment affected by the breach, or (ii)where the failure is a non-payment by You of any charge when due, AT&T may,at its option, terminate or suspend Service or require a deposit under affectedAttachments.

10.2     An Attachment may be terminated immediatelyupon written notice by: (i) either party if the other party has violated theother party’s Marks, becomes insolvent or involved in a liquidation ortermination of its business, files a bankruptcy petition, has an involuntarybankruptcy petition filed against it (is not dismissed within thirty) (30) daysof filing), becomes adjudicated bankrupt, or becomes involved in an assignmentfor the benefit of its creditors; or (ii) either party due to a material breachof any provision of Article 4.

10.3     You shall be responsible for payment of allcharges under a terminated Attachment incurred as of the effective date oftermination. You shall also be liable to AT&T for Termination Charges, itspecified in a terminated Attachment, in the event that AT&T terminatesunder Section 10.1 or 10.2, or You terminate without cause.

10.4     Termination by either party of anAttachment does not waive any other rights or remedies it may have under thisAgreement. Termination or suspension of an Attachment shall not affect therights and obligations of the parties under any other Attachment.

 

**11.0        FURTHER RESPONSIBILITIES**

11.1     AT&T agrees to defend or settle anyclaim against You and to pay all Damages that a country may award against Youin any suit, that alleges a Service infringes any patent, trademark, copyrightor trade secret, except where the claim or suit arises out of or resultsfrom:  Your or User’s Content,modifications to the Service or combinations of the Service with non-AT&Tservices or products, by You or others, AT&T adherence to Your writtenrequirements, or, use of the Service in violation of this Agreement. You agreeto defend or settle, at Your own expense and without prejudice to AT&T orAT&T’s continued provisioning of the Service to You or others, all claimsor suits against AT&T covered by the exceptions in the preceding sentenceand shall immediately cease any activity which gives rise to the allegedinfringement. The indemnifying party will also pay all Damages and costs thatby final judgment may be assessed against the indemnified party due toinfringement by the indemnifying party.

11.2     Whenever AT&T is responsible underSection 11.1, AT&T may at its option either procure the right for You tocontinue using, or may replace or modify the alleged infringing Service so thatthe Service becomes noninfringing, but if those alternatives are not reasonablyachievable, AT&T may terminate the affected Attachment without liabilityother than as stated in Section 11.1.

11.3     AT&T grants to You the right to permitUsers to access and use the Services, provided that You shall remain solelyresponsible for the access and use by any user of the Services. You shalldefend, indemnity and hold harmless AT&T from and against all Damages arisingout of third party claims relating to Your or Users’ use of the Service ofContent or performance of the Service.

11.4     The indemnified party under this Article11: (i) must notify the other party in writing promptly upon learning of anyclaim or suit for which indemnification may be sought, provided that failure todo so shall have no effect except to the extent the other party is prejudicedthereby:  (ii) shall have the right toparticipate in such defense or settlement with its own counsel and at its soleexpense, but acknowledge that the other party shall have control of the defenseof settlement, and (iii) shall reasonably cooperate with the defense.

 

**12.0        GENERAL PROVISIONS**

12.1     Any supplement, modification or waiver ofany provision of this Agreement must be in writing and signed by authorizedrepresentatives of both parties. A waiver by either party of any breach of thisAgreement shall not operate as a waiver of any other breach of this Agreement.

12.2     This Agreement may not be assigned byeither party without the prior written consent of the other, except that eitherparty may, without the other party’s consent, assign this Agreement or anyAttachment to a present or future Affiliate or successor, provided that anysuch assignment by You shall be contingent upon AT&T determining theassignee to a creditworthy and in compliance with any eligibility criteria forthe Services. AT&T may subcontract work to be performed under thisAgreement, but shall retain responsibility for all such work.

12.3     If any portion of this Agreement is foundto be invalid or unenforceable, the remaining provisions shall remain in effectand the parties shall promptly negotiate to replace invalid or unenforceableportions that are essential parts of this Agreement.

12.4     Any legal action arisingin connection with this Agreement must begin within two (2) years after thecause of action arises.

12.5     All notices under thisAgreement shall be in writing and either mailed by certified or registeredmail, postage prepaid return receipt requested, sent by express courier or handdelivered and addressed to each party at the address set forth on the coverpage of this Agreement or, if the notice relates to a specific Attachment, theaddress set forth in such Attachment, or such other address that a partyindicates in writing.

12.6     State law issuesconcerning construction, interpretation and performance of this Agreement shallbe governed by the substantive law of the State of New York, excluding itschoice of law rules. The United Nations Convention on Contracts forInternational Sale of Goods shall not apply.

12.7     This Agreement does notprovide any third party (including Users) with any remedy, claim, liability,reimbursement, cause of action or other right or privilege.

12.8     The respective obligationsof You and AT&T, which by their nature would continue beyond thetermination or expiration of any Attachment or this Agreement, including,without limitation, the obligations regarding confidentiality, publicity andMarks, and limitations of liability, shall survive termination or expiration.

12.9     THIS AGREEMENTCONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THESERVICES. THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS, PROPOSALS,REPRESENTATIONS, STATEMENTS OR UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, OR THERIGHTS AND OBLIGATIONS RELATING TO THE SERVICES. THIS AGREEMENT SHALL NOT BECONTRADICTED, OR SUPPLEMENTED BY ANY WRITTEN OR ORAL STATEMENTS, PROPOSALS,REPRESENTATIONS, ADVERTISEMENTS, SERVICE DESCRIPTIONS OR YOUR PURCHASE ORDERFORMS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR AN ATTACHMENT.

 

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**AT&T MA Reference No. DCMT306779**

 

**AT&T Contract Tariff Service OrderAttachmentCover Page**

 
| **CUSTOMER  Legal Name (“Customer”, “You” or “Your”)** |       | **AT&T  Corp. (“AT&T”)**                            |                                        | **AT&T  Sales Contact Name**             |
|--------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------|---------------------------------------------|----------------------------------------------|
| Improvenet.Com                                                                       |       | AT&T  Corp.                                                       |                                        | Zeeshan  Hussain                             |
|                                                                                 |       |                                                                  |                                        |                                         |
| **CUSTOMER  Address**                                                                |       | **AT&T  Address**                                                 |                                        | **AT&T  Sales Contact Address**          |
| 720 Bay Road  #200                                                                   |       | 55 Corporate  Drive  Bridgewater, New Jersey 08807                    |                                        | Addr: 2665 N  First St #100  City: San Jose  |
| Redwood City  CA                                                                     | USA  94063 |                                                                  |                                        |                                         | State: CA  Zip: 95134 | Country: |
|                                                                                 |       |                                                                  |                                        |                                         |   |   |
| **CUSTOMER  Contact**                                                                |       | **AT&T  Contact**                                                 |                                        | **AT&T  Sales Contact Information**      |
| Name: Brian  Lewis                                                                   |       | Master  Agreement Support Team                                        |                                        | Telephone: 1  408 452-3631                   |
| Title: MIS  Telephone: 650-701-8060  Fax: 650-701-8260  Email: brian@improvenet.com  |       | Email:  mast@att.com  url: http://ma.kweb.att.com/  Fax: 908-658-2562 |                                        | Fax:  Email:  Branch Manager:  Sales Strata: | Sales  Region: |
|                                                                                 |       |                                                                  |                                        |                                         |   |
| **CUSTOMER  Billing Address**                                                        |       | **Customer  Account Information**                                     |                                        |                                         |
| 720 Bay Road  Redwood City  CA                                                       | 94063      |                                                                  | Master  Customer Number (MCN):  Plan ID No. |                                         | Term: 24  Months  Scanned Image Reference Number:  ABN [ILLEGIBLE] |

 

**This Service Order Attachment (including itsaddenda, if any) is an Attachment to the Master Agreement between Customer andAT&T dated          , and isan integral part of the Agreement.**

 

The domestic interstate services portion of the CT ordered hereunderhas been detariffed, and the contract between the parties shall consist of theMaster Agreement and the relevant portions of the Contract Tariff (“CT”) andreferenced AT&T tariffs (“Applicable Tariffs”), as those Applicable Tariffsmay be modified from time to time.

 

The international services portion of the CT ordered hereunder is stillrequired to be tariffed as of the date this Attachment is signed, and thetariff between the parties shall consist of the relevant portions of the CT andthe Applicable Tariffs, as those Applicable Tariffs may be modified from timeto time. In addition, the following Sections of the Master Agreement shallapply: 4, 5, 7, 9.5, 12.1 and 12.6. In the event that a court or administrativeagency of competent jurisdiction determines during the Term of the CT that anyof the tariffed services are not tariffable or must be detariffed, then theDetariffing provision in the Applicable Tariffs shall apply.

 

The order of priority in the event of inconsistency among terms shallbe the CT, then the Master Agreement, and then the Applicable Tariffs.

 
| **Customer hereby places an order for:** |                                                      |   |
|------------------------------------------|-----------------------------------------------------------|--------|
|                                     |                                                      |   |   |   |   |
| ý                                   | **New AT&T Contract Tariff****(attachment required)** | o      | **Existing AT&T Contract Tariff No.****(attachment required)** | **o** | **Refile Of Existing AT&T Contract Tariff  No.  (attachment required)** |

 
| **Existing Pricing Plan  Replacement/Discontinuance:** |
|--------------------------------------------------------|
| o                                                      | Check here  and identify any AT&T CT or other AT&T pricing plan being  discontinued in conjunction with this order. Also specify the CT No., Plan ID  No. or Main Billed Account No. (Note: Charges may apply as specified in the  plan being discontinued.) |
|                                                   | CT No. | Plan ID No. | Main Billed Account  No. |

** **
| **CUSTOMER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS  SERVICE ORDER ATTACHMENT AND AGREES TO BE BOUND BY THEM.** |
|----------------------------------------------------------------------------------------------------------------------------------|

 

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ILLUSTRATIVE

 

AT&T CONTRACT TARIFF

 

GENERAL PROVISIONS

 

•                  The AT&Ttariffs referenced in Section 1., following, may hereinafter be referred to asthe Applicable AT&T Tariffs.

•                  Except asotherwise provided in this CT, the provisions, rates and regulations that applyto the Services Provided specified in Section 1., following, are as set forthin the Applicable T&T Tariffs that are referenced in Section 1., following,as such tariffs are amended from time to time.

 

**1.     ServicesProvided** - AT&T Business Network Service (AT&TTariff F.C.C. Nos. 1, 9 and 11) and AT&T ACCUNET T1.5 Service Primary RateInterface Office Functions (AT&T Tariff F.C.C. No. 9)

 

**2.     ContractTerm; Renewal Options** - The term of this ContractTariff is 2 Years beginning with the first day of the customer’s first fullbilling cycle under this Contract Tariff, which is referred to as theCustomer’s Initial Service Date (CISD). No renewal option is available for thisCT.

 

**3.     MinimumCommitments/Charges** - The Minimum Annual RevenueCommitments (MARC) for the AT&T Business Network (ABN) Service providedunder this CT is $600,000 for each year of the CT term.

 

The MARC will be satisfied by:

 

(1) the Customer’s totalmonthly non-recurring, recurring and usage charges for ABN Service as definedin the Applicable AT&T Tariffs;

 

(2) the Customer’s totalmonthly non-recurring and recurring charges for AT&T ACCUNET T1.5 ServicePrimary Rate Interface Office Functions;

 

(3) Customer’s QualifiedAT&T Wireless Services (AWS) charges in AWS Markets only will be includedon the ABN Service bill for eligible AWS rate plans ordered under a separateAT&T Contract for ABN Service and/or ordered as specified in the AT&TService Guide for ABN Service at any time during the Contract Tariff Term. someAWS services/rate plans are not eligible at this time, including but notlimited to, the Corporate Digital Advantage (CDA) rate plans. Group Calling,Business long Distance Advantage (BLDA), Wireless Office Service (WOS),Wireless Data Services (e.g. PocketNet), and Personal Network. Each enduser/customer must comply with all of the terms and conditions related to theend user’s/customer’s calling plan. Qualified AWS Charges retire the ABNService MARC, which include the following: (a) one-time charges for Serviceactivation, conversion, and charges for changing rate plans, (b) monthly wirelessaccess charges, (c) home wireless airtime charges, (d) roaming airtime chargesincurred by Numbers provisioned from AWS Markets while roaming in other AWSMarkets, (e) charges for detail billing, (f) charges for additional wirelessservice features such as voice mail, but excluding enhanced features such asdirectory assistance or fee-based information services where AWS or Carrierpays a fee to a third-party vendor for use of the feature, and (g) associated10288 cellular long distance usage. All Wireless ABN Service charges are noteligible to receive ABN Service discounts, neither the ABN Service aggregatediscount nor the Monthly Growth Incentive (MGI) discount. Only AWS CorporateLiability subscribers are eligible end users under ABN Service; AWS EmployeeSponsorship subscribers are not eligible at this time under ABNS.

 

(4) Customer’s total grossmonthly billed charges for Alternative Communications Capabilities, orderedunder a separate AT&T Contract for ABN Service and/or ordered as specifiedin the AT&T Service Guide for ABN Service at any time during the ContractTariff Term. The Shortfall provisions for this CT are the same provisions asspecified in the Applicable AT&T Tariffs for the ABN Term Pricing Plan.

 

**4.Contract Price**

 

**A.**The Contract Price for the AT&T Services Provided under this CT is the sameas the undiscounted Recurring and Nonrecurring Rates and Charges specified inthe AT&T Tariffs in Section 1...preceding, except for those Rates specifiedin Section 7., following.

** **

**B.**The Contract Price for the AWS and Alternative Communications Capabilitiesordered as described in Section 3., above, is the same as the Charges specifiedin the AT&T Service Guide for ABN Service and/or in the separate AT&TContract for ABN Service.

 

**5.Discounts -**The following discounts are the onlydiscounts for the Services Provided under this CT and will be applied to theCustomer’s ABN Service bill.

 

**A.**The Customer will receive following discounts eachmonth:

 

| **Monthly Billed Charges**                                    |   | **Discount%** |   |
|---------------------------------------------------------------|--------|---------------|--------|
| Domestic Voice                                                |   | 54            | %      |
| International Voice                                           |   | 49            | %      |
| Other Qualifying Service Category                             |   | 33            | %      |
| Terrestrial 1.544 Mbps Local Channels                         |   | 20            | %      |
| Alternative Communications Capabilities                       |   | 15            | %      |
| ACCUNET T1.5 Service Primary Rate Interface  Office Functions |   | 50            | %      |

 

**B.****ABN - Monthly Growth Incentive (MGI) Discount-**The Customer will receive the MGI Discount as specified in theApplicable AT&T Tariffs for ABN Service.

 

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**6.Classifications, Practices and Regulations**

 

**A.Monitoring Condition -**The Customer must makeavailable for AT&T use, at each ABN location with at least one T1.5 fullyor partially provisioned for voice traffic, except for those locations that useADL DID or AT&T Local Service, a minimum of 25% of their DS0 Channelsprovisioned for voice traffic to allow AT&T to terminate the Customer’sAT&T Switched Network minutes. The term “AT&T Switched Network Minutes”does not apply to nodal services using the local channel service as an accessfacility for services obtained at the ABN location nor to any switched networkminutes billed to the Customer’s ABN location, other than LDMTS minutesassociated with collect or credit card calls. If the Customer fails to satisfythe 25% requirement, the Customer will be billed an amount equal to theDiscounts specified in Section 5.A., preceding, for Access.

** **

**B.Promotions, Credits and Waivers -**The Customer isineligible for any promotions, credits or waivers for the Services Providedunder this Contract Tariff, which are filed or which may be filed in theAT&T tariffs specified in Section 1, preceding.

 

1. The waivers referenced inthe Applicable AT&T Tariffs for ABN Service will apply to this ContractTariff.

 

2. AT&T will waive theInstallation Charges for AT&T ACCUNET T1.5 Service Primary Rate InterfaceOffice Functions, provided such Office Functions remain installed for a minimumretention period of 12 months. If such Office Functions are disconnected priorto the end of the 12 month minimum retention period, the Customer will be billedan amount equal to the waived charges.

 

**C.Discontinuance -**The Discontinuance provisions forthis CT are the same provisions as specified in the Applicable AT&T Tariffsfor the ABN Term Pricing Plan.

 

**D.Availability -**This CT is available only to Customerswho: (1) will order this CT only once, either by the Customer or any Affiliateof the Customer, which is any entity that owns a controlling interest in eitherthe Customer or an Affiliate of the Customer, or any entity in which acontrolling interest is owned by either the Customer or an Affiliate of theCustomer; (2) are current in payment to AT&T for its existing tariffedtelecommunications services; (3) during the first year commit to satisfy 100%of the total ABN Service usage under this CT with usage for services notpreviously provided by AT&T, that is, usage from services previouslyprovided by another interexchange Carrier; and (4) order service within 30 daysafter the effective date of this CT for initial installation of the ServicesProvided under this CT within 30 days after the date ordered.

 

**7.Rates -** TheRates in this section are in lieu of the corresponding Rates specified inAT&T Tariff F.C.C. No. 11, and apply to the Terrestrial 1.544 Mbps LocalChannels ordered and installed in conjunction with the services provided underthis CT.

 

**A.AT&T Terrestrial 1.544 Mbps Local Channels**

 

| **NPA-NXX** |   | **Monthly  Charge** |   | **USOC** |   |
|-------------|--------|---------------------|--------|----------|--------|
| All         |   | $                   | 400.00 |     | 1LNV9  |   |
|             |        |                     |        |          |        |  |

 

6

----

 

**AT&T MA Reference No. DCMT306779**

 

**AT&T Contract Tariff Service OrderAttachmentCover Page**

 
| **CUSTOMER  Legal Name (“Customer”, “You” or “Your”)**                                          |       | **AT&T  Corp. (“AT&T”)**                                                                                                 |   | **AT&T  Sales Contract Name**                             |
|-------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------------|
| Improvenet.Com                                                                                                                |       | AT&T  Corp.                                                                                                                            |   | Zeeshan  Hussain                                              |
|                                                                                                                          |       |                                                                                                                                       |   |                                                          |
| **CUSTOMER  Address**                                                                                                         |       | **AT&T  Address**                                                                                                                      |   | **AT&T  Sales Contact Address**                           |
| 720 Bay Road  #200                                                                                                            |       | 55 Corporate  Drive  Bridgewater, New Jersey 08807                                                                                         |   | Addr: 2665 N  First St #100  City: San Jose                   |
| Redwood City  CA                                                                                                              | USA  94063 |                                                                                                                                       |   |                                                          | State: CA  Zip: 95134 | Country: |
|                                                                                                                          |       |                                                                                                                                       |   |                                                          |
| **CUSTOMER  Contact**                                                                                                         |       | **AT&T  Contact**                                                                                                                      |   | **AT&T  Sales Contact Information**                       |
| Name: Brian  Lewis                                                                                                            |       | Master  Agreement Support Team                                                                                                             |   | Telephone: 1  408 452-3631                                    |
| Title: MIS  Telephone: 650-701-8060  Fax: 650-701-8260  Email: brian@improvenet.com                                           |       | Email:  mast@att.com  url:       http://ma.kweb.att.com/Fax:      908-658-2562 |   | Fax:  Email:  Branch Manager:  Sales Strata:                  | Sales  Region: |
|                                                                                                                          |       |                                                                                                                                       |   |                                                          |
| **CUSTOMER  Billing Address**                                                                                                 |       | **Customer  Account Information**                                                                                                          |   |                                                          |
| 720 Bay Road  Redwood City CA                94063 |       | Master  Customer Number (MCN):  Plan ID No.:                                                                                               |   | Term: 24  Months  Scanned Image Reference Number:  14439 |
|                                                                                                                               |            |                                                                                                                                            |        |                                                               |  |  |

 

**This Service Order Attachment (including itsaddenda, if any) is an Attachment to the Master Agreement between Customer andAT&T dated                 ,and is an integral part of that Agreement.**

 

The domestic interstate services portion of the CT ordered hereunderhas been detariffed, and the contract between the parties shall consist of theMaster Agreement and the relevant portions of the Contract Tariff (“CT”) andreferenced AT&T tariffs (“Applicable Tariffs”), as those Applicable Tariffsmay be modified from time to time.

 

The international services portion of the CT ordered hereunder is stillrequired to be tariffed as of the date this Attachment is signed, and thetariff between the parties shall consist of the relevant portions of the CT andthe Applicable Tariffs, as those Applicable Tariffs may be modified from timeto time. In addition, the following Sections of the Master Agreement shallapply: 4, 5, 7, 9.5, 12.1 and 12.6. In the event that a court or administrativeagency of competent jurisdiction determines during the Term of the CT that anyof the tariffed services are not tariffable or must be detariffed, then theDetariffing provision in the Applicable Tariffs shall apply.

 

The order of priority in the event of inconsistency among terms shallbe the CT, then the Master Agreement, and then the Applicable Tariffs.

 
| **Customer hereby places an order for:** |                                                      |   |                                                               |
|------------------------------------------|-----------------------------------------------------------|--------|--------------------------------------------------------------------|
|                                     |                                                      |   |                                                               |
| ý                                   | **New AT&T Contract Tariff****(attachment required)** | o      | **Existing AT&T Contract Tariff No.****(attachment required)** | **o** | **Refile Of Existing AT&T Contract Tariff  No.  (attachment required)** |
|                                          |                                                           |        |                                                                    |  |  |  |

 
| **Existing Pricing Plan  Replacement/Discontinuance:** |
|--------------------------------------------------------|
| o                                                      | Check here  and identify any AT&T CT or other AT&T pricing plan being  discontinued in conjunction with this order. Also specify the CT No., Plan ID  No. or Main Billed Account No. (Note: Charges may apply as specified in the  plan being discontinued.) |
|                                                   | CT No. | Plan ID No. | Main Billed  Account No. |

** **
| **CUSTOMER HAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS  SERVICE ORDER ATTACHMENT AND AGREES TO BE BOUND BY THEM.** |
|----------------------------------------------------------------------------------------------------------------------------------|

 

7

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| **AT&T COMMUNICATIONS**          |   |   |   | **CONTRACT TARIFF NO.  14439** |
|--------------------------------------|--------|--------|--------|-------------------------------------|
| Adm. Rates  and Tariffs              |   |   |   | Original Title Page                 |
| Bridgewater,  NJ  08807         |   |   |   |                                |
| Issued:  September 8, 2000 |   |   |   | Effective: September 9, 2000   |

 

** All material on this page is new. **

 

**CONTRACT TARIFF NO.  14439**

 

**TITLE PAGE**

 

This Contract Tariff applies to ACCUNET T1.5 Access and FunctionConnections, M-24 Multiplexing Office Functions, AT&T Terrestrial 1.544Mbps Local Channel Services and Access Coordination Functions for interstate orforeign communications in accordance with the Communications Act of 1934, asamended.

 

Telecommunication services provided under this Contract Tariff arefurnished by means of wire, radio, satellite, fiber optics or any suitabletechnology or combination of technologies.

 

8

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| **AT&T COMMUNICATIONS**          |   |   |   | **CONTRACT TARIFF NO.  14439** |
|--------------------------------------|--------|--------|--------|-------------------------------------|
| Adm. Rates  and Tariffs              |   |   |   | Original Page 1                     |
| Bridgewater,  NJ  08807         |   |   |   |                                |
| Issued:  September 8, 2000 |   |   |   | Effective: September 9, 2000   |

 

** All material on this page is new. **

 

**CONTRACT TARIFF NO.  14439**

 

**CHECK SHEET**

 

The Title Page and Pages 1 through 6 inclusive of this tariff areeffective as of the date shown.

 

**TABLE OF CONTENTS**

 
| Check  Sheet                                                    |
|-----------------------------------------------------------------|
| List of Concurring, Connecting and Other Participating Carriers |
| Explanation of Symbols - Coding of Tariff Revisions             |
| Trademarks and Service Marks                                    |
| Explanation of Abbreviations                                    |
| Contract Summary                                                |

 

**LISTOF CONCURRING****,CONNECTING AND OTHER PARTICIPATING CARRIERS**

 

**Concurring Carriers —**NONE

 

**Concurring Carriers —**NONE

 

**Other Participating Carriers —**NONE

 

**EXPLANATIONOF SYMBOLS****—**Codingof Tariff Revisions

 

Revisions to this tariff are coded through the use of symbols. Thesesymbols appear in the right margin of the page. The symbols and their meaningsare:

 
| R      | -      | to signify  reduction.                             |
|--------|--------|----------------------------------------------------|
| I      | -      | to signify  increase.                              |
| C      | -      | to signify  changed regulation.                    |
| T      | -      | to signify a  change in text but no change in rate |
|   |   | or  regulation.                                    |
| S      | -      | to signify  reissued matter.                       |
| M      | -      | to signify  matter relocated without change.       |
| N      | -      | to signify  new rate or regulation.                |
| D      | -      | to signify  discontinued rate or regulation.       |
| Z      | -      | to signify a  correction.                          |

 

Other marginal codes are used to direct the tariff reader to a footnotefor specific information. Codes used for this purpose are lower case letters ofthe alphabet, e.g., x, y and z. These codes may appear beside the page revisionnumber in the page header or in the right margin opposite specific text.

 

9

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| **AT&T COMMUNICATIONS**                          | **CONTRACT TARIFF NO.  14439**      |
|------------------------------------------------------|------------------------------------------|
| Adm.  Rates and Tariffs                         | Original Page 2                          |
| Bridgewater,  NJ  08807                         |                                     |
| Issued:  September 8, 2000                 | Effective:  September 9,  2000 |
| **  All material on this page  is new.  ** |

 

**TRADEMARKSAND SERVICE MARKS**- The following marks, to theextent, if any, used throughout this tariff, are trademarks and service marksof AT&T Corp.

 

| **Trademarks** |   | **Service  Marks** |
|----------------|--------|--------------------|
| None           |   | ACCUNET            |

 

**EXPLANATIONOF ABBREVIATIONS**

 

Adm.                —  Administrator

Mbps               —  Megabits per second

 

**GENERAL PROVISIONS**

 

**Detariffing**— If during the term of this Contract Tariff, the AT&T Tariffs referencedherein (“Applicable AT&T Tariffs”) are detariffed in whole or in partpursuant to a statutory change, order or requirement of a governmental orjudicial authority of competent jurisdiction, then following such detariffing:

 

(i)  the terms and conditions for the Services Provided will remainthe same as those in this Contract Tariff, except that the relevant terms andconditions contained in the Applicable AT&T Tariffs will remain the same asthose in effect as of the date AT&T detariffs in whole or in part thoseApplicable AT&T Tariff provisions, and will be incorporated as part of thisContract Tariff, and

 

(ii)  the rates for the Services Provided will be:

 

(a) to the extent Applicable AT&T Tariff provisions remain filed andeffective, those rates specified in such Applicable AT&T Tariff provisions,as amended from time to time; and

 

(b) to the extent that this Contract Tariff contains specific rates or rateschedules that would apply in lieu of (or in addition to) the rates or rateschedules in Applicable AT&T Tariffs, such specific Contract Tariff ratesand rate schedules; and

 

(c) to the extent Applicable AT&T Tariff provisions are detariffed, and(b) preceding does not apply, those rates specified in the applicable AT&TPrice Lists, as amended from time to time.

 

In all cases (a, b or c), theapplicable rates shall continue to be subject to any discounts, waivers,credits and restrictions on rate changes that may be contained in this ContractTariff.  Where rates and rate changes(both increases and decreases) would have been calculated by reference to atariff rate that has been detariffed, rates and rate changes shall instead becalculated during the term of this Contract Tariff by reference to applicableAT&T Price Lists and (to the extent changes to tariff rates were permittedunder this Contract Tariff) AT&T shall have the right to change its PriceLists from time to time.

 

All references to the AT&TTariffs in this Contract Tariff shall be construed to mean the AT&T Tariffsspecified herein, as well as the documents which will replace those tariffs,including the AT&T Price Lists, when AT&T cancels those tariffs.

 

10

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| **AT&T COMMUNICATIONS**                          | **CONTRACT TARIFF NO.  14439**      |
|------------------------------------------------------|------------------------------------------|
| Adm.  Rates and Tariffs                         | Original Page 3                          |
| Bridgewater,  NJ  08807                         |                                     |
| Issued:  September 8, 2000                 | Effective:  September 9,  2000 |
| **  All material on this page  is new.  ** |

 

**CONTRACT****TARIFF NO. 14439**

**1.         ServicesProvided:**

 

**A.     **AT&TPrivate Line Services (AT&T Tariff F.C.C. No.  9) consisting of:

 

**1.     **AT&TACCUNET T1.5 Access Connections

**2.**      AT&T ACCUNET T1.5 Function Connections

**3.     **AT&TACCUNET T1.5 M-24 Multiplexing Office Functions

 

**B.     **AT&TLocal Channel Services (AT&T Tariff F.C.C. No.  11) consisting of:

 

**1**.      AT&T Terrestrial 1.5 Mbps LocalChannel Service and Associated Access Coordination Functions.

 

**1.1**    **InitialQuantities -**Beginning in the 1st month following the CISD, theInitial Quantities of AT&T Local Channel Services components are asfollows:

 

1****AT&T Terrestrial1.544 Mbps Local Channel

 

**2.      Termof Contract;  Renewal Options -**TheCustomer must select a term of not less than 24 nor more than 60 months.  The term begins with the Customer’s InitialService Date (CISD).  No renewal optionis available for this Contract Tariff.

 

**3.      MinimumMonthly Revenue Commitment -**The undiscounted MinimumMonthly Revenue commitment (MMRC) is $275.00 for each month of the ContractTariff Term.  If, in any month, theCustomer fails to satisfy the MMRC, the Customer will be billed an amount equalto the difference between the MMRC and the undiscounted actual charges for thatmonth.

 

**4.      ContractPrice**

 

**A.      AT&TACCUNET T1.5 Access Connections, Function Connections and M-24 MultiplexingOffice Functions**

 

**1.     **TheContract Price for the ACCUNET T1.5 Access Connections, Function Connectionsand M-24 Multiplexing Office Functions provided under this Contract Tariff isthe same as the undiscounted Recurring and Nonrecurring Rates and Chargesspecified in AT&T Tariff F.C.C. No.  9, as amended from time to time.

 

**B.      AT&TLocal Channel Services and Access Coordination Functions**

 

**1.     **TheContract Price for the AT&T Terrestrial 1.544 Mbps Local Channel Servicesand associated Access Coordination Functions provided under this ContractTariff is the same as the undiscounted Recurring and Nonrecurring Rates andCharges specified in AT&T Tariff F.C.C. No.  11, as amended from time totime.

 

11

----

 
| **AT&T COMMUNICATIONS**                          | **CONTRACT TARIFF NO.  14439**      |
|------------------------------------------------------|------------------------------------------|
| Adm.  Rates and Tariffs                         | Original Page 4                          |
| Bridgewater,  NJ  08807                         |                                     |
| Issued:  September 8, 2000                 | Effective:  September 9,  2000 |
| **  All material on this page  is new.  ** |

 

**5.         Discounts**- The following discounts are the only discounts for the Services Providedunder this Contract Tariff.  No otherdiscounts will apply.  Unless modifiedbelow, the Base Discounts listed in this Section are the same discounts asspecified in the AT&T tariffs referenced in Section 1, preceding, asamended from time to time.

 

**A.      BaseDiscounts**

 

**1.     **Inlieu of any discounts specified in AT&T Tariff F.C.C.  Nos. 9 and 11, the Customer will receive one of the following discounts, eachmonth, on the AT&T Terrestrial 1.544 Mbps Local Channels connected toAT&T Services provided under this Contract Tariff.

 
|                                                        |   | **Term Commitment**  |   |
|-------------------------------------------------------------|--------|----------------------|--------|
| **Terrestrial  1.544 Local Channels & M-24s under an:** |   | **24 to 35  months** |   | **36 to 47  months** |   | **48 to 59  months** |   | **60  months** |   |
| AVA/UTA*                                                    |   | 39                   | %      | 48 | % | 51 | % | 54 | % |
| AVP**                                                       |   | 29                   | %      | 34 | % | 36 | % | 38 | % |

 

----

*          An AVA with the Universal T1 Access(AVA/UTA) Arrangement is available to Customers that connect their AT&TTerrestrial 1.544 Mbps Local Channel service to an AT&T Switched Service ormultiplexor provided under this CT.  AnAVA/UTA Arrangement under this CT allows AT&T to terminate the Customer’sAT&T switched network minutes on the AVA/UTA Arrangement.  The Customer must make available forAT&T use, at each AVA location, a minimum of an average of four DSOchannels for each Terrestrial 1.544 Mbps Local Channel in use at that location.  The term “AT&T switched network minutes”does not apply to nodal services using the local channel service as an accessfacility for services obtained at the AVA location nor to any switched networkminutes billed to the Customer’s AVA location, other than LDMTS minutesassociated with collect or credit card calls.

 

**       An AVP is available to Customers thatconnect their AT&T Terrestrial 1.544 Mbps Local Channel service to anAT&T Switched Service or multiplexor provided under this ContractTariff.  An AVP allows the Customer theuse of all of the 24 channels in an AT&T Terrestrial 1.544 Mbps LocalChannel.

 

**6.         Classifications,Practices and Regulations**

** **

**A.     **Exceptas otherwise provided under this Contract Tariff, the rates and regulationsthat apply to the Services Provided specified in Section 1., are as set forthin the AT&T tariffs that are referenced in Section 1., as such tariffs areamended from time to time.

 

**B.      MonitoringConditions -**None.

 

12

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| **AT&T COMMUNICATIONS**                          | **CONTRACT TARIFF NO.  14439**      |
|------------------------------------------------------|------------------------------------------|
| Adm.  Rates and Tariffs                         | Original Page 5                          |
| Bridgewater,  NJ  08807                         |                                     |
| Issued:  September 8, 2000                 | Effective:  September 9,  2000 |
| **  All material on this page  is new.  ** |

 

**C.      Promotions,Credits and Waivers -**The Customer is ineligible forany promotions, credits or waivers for the Services Provided under thisContract Tariff, which are filed or which may be filed in AT&T TariffF.C.C.  Nos.  9 and 11 for the same services and service components installedunder this Contract Tariff.

 

The followingwaivers will be applied to the Customer’s bill for the Services Provided underthis Contract Tariff, provided the Customer is current in payment to AT&Tfor all services provided under this Contract Tariff at the time the waiver isto be applied.  If the Customer is notcurrent in its payment, the waiver will not be applied until payment is madefor all outstanding charges.  If at theend of the Contract Tariff Term the Customer has not fully used any or all ofthe waivers specified in this Section, the residual value of any such waiverswill be set to zero and will not be applied to any other AT&T services.

 

     **1.       **AT&Twill waive the nonrecurring Installation Charges for new MSVPP-eligibleAT&T Terrestrial 1.544 Mbps service components and MSVPP-eligible and NodalAT&T Terrestrial 1.544 Mbps Local Channel Services and associated functionconnections provided such service components: (1) are installed on or after the CISD; (2) are not disconnected and reconnected after the CISD and (3) remainin service for at least 12 months, except for upgrades to higher speeds, movesand rearrangements.  If a servicecomponent is disconnected for any reason prior to the end of the 12 monthperiod AT&T will bill the Customer and the Customer is responsible for theamount of the Installation Charges that have been waived under this Section foreach service component discontinued. However, the obligation to retain service for 12 months expires at theend of the Contract Tariff Term.

 

     **2.       **AT&Twill waive the recurring Monthly Charges for new and/or existing AT&TTerrestrial 1.544 Mbps Local Channel Access Coordination Functions, ACCUNETT1.5 Access Connections and M-24 Multiplexing Office Functions associated withAT&T Terrestrial 1.544 Mbps Local Channels connected to AT&T Servicesunder this CT, associated with up to 50 AT&T Terrestrial 1.544 Mbps LocalChannels, provided such service components: (1) are installed and/or in service on or after the CISD;  (2) are not disconnected and reconnectedafter the CISD and (3) remain in service for at least 12 months, except forupgrades to higher speeds, moves and rearrangements.  If a service component is disconnected for any reason prior tothe end of the 12 month period AT&T will bill the Customer and the Customeris responsible for the amount of the recurring Monthly Charges that had beenwaived under this Section for each service component discontinued.  However, the obligation to retain servicefor 12 months expires at the end of the Contract Tariff Term.

 

13

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| **AT&T COMMUNICATIONS**                          |   | **CONTRACT TARIFF NO.  14439**      |
|------------------------------------------------------|--------|------------------------------------------|
| Adm.  Rates and Tariffs                         |   | Original Page 6                          |
| Bridgewater,  NJ  08807                         |   |                                     |
| Issued:  September 8, 2000                 |   | Effective:  September 9,  2000 |
| **  All material on this page  is new.  ** |

 

**D.      Discontinuance-**In lieu of any Discontinuance Without Liabilityprovisions that are specified in the AT&T Tariffs referenced in Section 1.,preceding, the following provisions shall apply.

 

The Customermay discontinue this Contract Tariff prior to the end of the Contract TariffTerm, provided the Customer replaces this Contract Tariff with other AT&TTariff F.C.C.  Nos.  9 and 11 Services or another AT&TContract Tariff for AT&T Tariff F.C.C. Nos.  9 and 11 Serviceshaving:  (i) an equal or greater newmonthly revenue commitment(s) and (ii) a new term equal to or greater than theremaining term, but not less than two years.

 

If theCustomer discontinues this CT for any reason other than specified above, priorto the expiration of the CT Term, a Termination Charge will apply.  The Termination Charge will be an amountequal to 35% of the sum of the unsatisfied MMRCs for the year in which theCustomer discontinues this CT and 35% of the sum of MMRCs for each yearremaining in the CT Term.  In addition,the Customer will also be billed an amount equal to the total waiverspreviously received on services components under this CT should the minimumin-service commitment period not be met by the termination date of the CT.

 

**E.      OtherRequirements -**Not Applicable

 

**F.      Availability-**This Contract Tariff is available only to Customerswho:  (1) will order this ContractTariff only once, either by the Customer or any Affiliate of the Customer,which is any entity that owns a controlling interest in either the Customer oran Affiliate of the Customer, or any entity in which a controlling interest isowned by either the Customer or an Affiliate of the Customer;  (2) order service within 270 days after theeffective date of this Contract Tariff for initial installation of the ServicesProvided under this Contract Tariff within 60 days after the date ordered;  (3) have received an offer for substantiallysimilar services from another provider at an equal or lower price in which thenonrecurring installation charges have been waived;  (4) have an existing two year AT&T Switched Servicescommitment for $1,000 per month or an existing two year AT&T InterSpanFrame Relay Service commitment of $500 per month and (5) have a maximum of50 AT&T Terrestrial 1.544 Mbps Local Channels.

 

14

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**AT&T MA Reference No. DCMT308779**

 

**AT&T Contract Tariff Service OrderAttachment**

**Cover Page**

 
| **CUSTOMER  Legal Name (“Customer”, “You” or “Your”)**                                                                                                                                   |   | **AT&T  Corp.(“AT&T”)**                                                                                                                                                                                                                                                                                     |   | **AT&T  Sales Contact Name**                                                                                                                                |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Improvenet.Com                                                                                                                                                                                                         |   | AT&T Corp.                                                                                                                                                                                                                                                                                                                |   | Zeeshan  Hussain                                                                                                                                                |
|                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                            |
| **CUSTOMER  Address**                                                                                                                                                                                                  |   | **AT&T  Address**                                                                                                                                                                                                                                                                                                         |   | **AT&T  Sales Contact Address**                                                                                                                             |
| 720 Bay Road  #200  Redwood City    USA  CA                          94063 |   | 55 Corporate  Drive  Bridgewater, New Jersey 08807                                                                                                                                                                                                                                                                            |   | Addr: 2665 N  First St #100  City: San Jose  State: CA               Country:  Zip: 95134 |
|                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                            |
| **CUSTOMER  Contact**                                                                                                                                                                                                  |   | **AT&T  Contact**                                                                                                                                                                                                                                                                                                         |   | **AT&T  Sales Contact Information**                                                                                                                         |
| Name: Brian  Lewis  Title:MIS  Telephone: 650-701-8060  Fax: 650-701-8260  Email: brian@improvenet.com                                                                                                                 |   | Master Agreement Support Team  Email:          mast@att.com  url:               http://ma.kweb.att.com/    Fax:              908-658-2562 |   | Telephone: 1  408 452-3631  Fax:  Email:  Branch Manager:  Sales Strata:          Sales Region:                    |
|                                                                                                                                                                                                                   |   |                                                                                                                                                                                                                                                                                                                          |   |                                                                                                                                                            |
| **CUSTOMER  Billing Address**                                                                                                                                                                                          |   | **Customer  Account Information**                                                                                                                                                                                                                                                                                             |   |                                                                                                                                                            |
| 720 Bay Road  Redwood City  CA                          94063                             |   | Master  Customer Number(MCN):  Plan ID No.                                                                                                                                                                                                                                                                                    |   | Term: 24 Months  Scanned Image Reference Number: 14109-0093624/NC                                                                                               |

 

**This Service Order Attachment (including itsaddenda, if any) is an Attachment to the Master Agreement between Customer andAT&T dated and is an integral part of that Agreement.**

 

The domesticinterstate services portion of the CT ordered hereunder has been detariffed,and the contract between the parties shall consist of the Master Agreement andthe relevant portions of the Contract Tariff (“CT”) and referenced AT&Ttariffs (“Applicable Tariffs”), as those Applicable Tariffs may be modifiedfrom time to time.

 

Theinternational services portion of the CT ordered hereunder is still required tobe tariffed as of the date this Attachment is signed, and the tariff betweenthe parties shall consist of the relevant portions of the CT and the ApplicableTariffs, as those Applicable Tariffs may be modified from time to time.  In addition, the following Sections of theMaster Agreement shall apply: 4, 5, 7, 9.5, 12.1 and 12.6.  In the event that a court or administrativeagency of competent jurisdiction determines during the Term of the CT that anyof the tariffed services are not tariffable or must be detariffed, then theDetariffing provision in the Applicable Tariffs shall apply.

 

The order ofpriority in the event of inconsistency among terms shall be the CT, then theMaster Agreement, and then the Applicable Tariffs.

 

**Customer hereby places an order for:**

 
| **ý** | **New AT&T Contract Tariff  (attachment required)** | **o** | **Existing AT&T Contract Tariff No.   (attachment required)** | **o** | **Refile Of Existing AT&T Contract Tariff No.  (attachment required)** |
|------------|---------------------------------------------------------|-------|-------------------------------------------------------------------|-------|----------------------------------------------------------------------------|

 
| **Existing Pricing Plan  Replacement/Discontinuance:**                                                                                                                                                                                                                                                                                   |        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------|
| o            Check  here and identify any AT&T CT or other AT&T pricing plan being  discontinued in conjunction with this order. Also specify the CT No., Plan ID  No. or Main Billed Account No. (Note: Charges may apply as specified in the  plan being discontinued.) |
| CT No.                                                                                                                                                                                                                                                                                                                                   | Plan ID No. | Main Billed  Account No. |
|                                                                                                                                                                                                                                                                                                                                          |             |  |  |

 

**CUSTOMERHAS READ AND UNDERSTANDS THE TERMS AND CONDITIONS OF THIS**

**SERVICEORDER ATTACHMENT AND AGREES TO BE BOUND BY THEM.**

 

15

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| **AT&T COMMUNICATIONS**             |   | **CONTRACT TARIFF NO. 14109**                    |
|-----------------------------------------|--------|--------------------------------------------------|
| Adm.  Rates and Tariffs            |   | Original Title Page                              |
| Bridgewater,  NJ 08807                  |   |                                             |
| Issued:   July 10, 2000       |   | Effective:     July 11, 2000 |
| ** All material on this page is new. ** |

 

**INTERNATIONAL CONTRACT TARIFF NO. 14109**

 

**TITLE PAGE**

 

This Contract Tariff applies toACCUNET T1.5 Integrated Services Digital Network (ISDN) Primary Rate Interface(PRI) for interstate or foreign communications in accordance with theCommunications Act of 1934 as amended.

 

Telecommunication servicesprovided under this Contract Tariff are furnished by means of wire, radio,satellite, fiber optics or any suitable technology or combination oftechnologies.

 

**Notice:**   This International Contract Tariff onlyapplies to the AT&T international services specified herein and does notapply to any AT&T domestic interstate services.  Pursuant to FCC Rule 61.20, all AT&T domestic interstateservices are furnished under a separate non-tariffed arrangement.  Accordingly, all references in thisInternational Contract Tariff to terms, conditions and charges relating todomestic interstate services are to be construed for the sole purpose of determiningthe terms, conditions and charges applicable to AT&T international service.

 

This International ContractTariff is only available to Customers who concurrently sign AT&T’s DomesticInterstate Service Contract No. 14109.  The Term of thisInternational Contract Tariff will be coextensive with the Term of theCustomer’s AT&T Domestic Interstate Service Contract NO.  14109. If this International Contract Tariff is discontinued, then AT&TDomestic Interstate Service Contract No. 14109 will be automatically and simultaneously discontinued, andTermination Charges and/or Shortfall Charges, if applicable, may apply undereach arrangement.

 

16

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| **AT&T COMMUNICATIONS**            |   | **CONTRACT TARIFF NO. 14109**                    |
|----------------------------------------|--------|--------------------------------------------------|
| Adm. Rates  and Tariffs                |   | Original Page 1                                  |
| Bridgewater,  NJ 08807                 |   |                                             |
| Issued:   July 10, 2000      |   | Effective:     July 11, 2000 |
| ** All material on this page is new.** |

 

**INTERNATIONAL CONTRACT TARIFF NO.  14109**

 

**CHECK SHEET**

 

The Title Page and Pages 1through 5 inclusive of this tariff are effective as of the date shown.

 

**TABLE OF CONTENTS**

 
| Check Sheet                                                      |
|------------------------------------------------------------------|
| List of Concurring, Connecting and Other Participating  Carriers |
| Explanation of Symbols - Coding of Tariff  Revisions             |
| Trademarks  and Service Marks                                    |
| Explanation  of Abbreviations                                    |
| Contract Summary                                                 |

 

**LISTS OF CONCURRING, CONNECTING AND OTHER PARTICIPATINGCARRIERS**

 

**ConcurringCarriers —**NONE

 

**ConnectingCarriers —**NONE

 

**OtherParticipating Carriers —**NONE

 

**EXPLANATION OF SYMBOLS —Coding of Tariff Revisions**

 

Revisions to this tariff arecoded through the use of symbols.  Thesesymbols appear in the right margin of the page.  The symbols and their meanings are:

 
| R | - to signify  reduction.                                             |
|---|----------------------------------------------------------------------|
| I | - to signify  increase.                                              |
| C | - to signify  changed regulation.                                    |
| T | - to signify  a changed in text but no change in rate or regulation. |
| S | - to signify  reissued matter.                                       |
| M | - to signify  matter relocated without change.                       |
| N | - to signify  new rate or regulation.                                |
| D | - to signify  discontinued rate or regulation.                       |
| Z | - to signify  a correction.                                          |

 

Other marginal codes are usedto direct the tariff reader to a footnote for specific information.  Codes used for this purpose are lower caseletters of the alphabet, e.g., x, y and z. These codes may appear beside the page revision number in the pageheader or in the right margin opposite specific text.

 

17

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| **AT&T COMMUNICATIONS**             |   | **CONTRACT TARIFF NO. 14109**                    |
|-----------------------------------------|--------|--------------------------------------------------|
| Adm.  Rates and Tariffs            |   | Original Page 2                                  |
| Bridgewater,  NJ 08807                  |   |                                             |
| Issued:   July 10, 2000       |   | Effective:     July 11, 2000 |
| ** All material on this page is new. ** |

 

**TRADEMARKS AND SERVICEMARKS**- The following marks, to the extent, if any, used throughout this tariff, aretrademarks and service marks of AT&T Corp.

 

| **Trademarks** |   | **Service  Marks** |
|----------------|--------|--------------------|
| None           |   | ACCUNET            |

 

**EXPLANATION OF ABBREVIATIONS**

 

Adm.                  —  Administrator

IOCs                  —  Inter Office Channels

kbps                   —  kilobits per second

Mbps                 —  Megabits per second

 

**GENERAL PROVISIONS**

** **

**Detariffing** **—** If during the term of this Contract Tariff, the AT&T Tariffsreferenced herein (“Applicable AT&T Tariffs”) are detariffed in whole or inpart pursuant to a statutory change, order or requirement of a governmental orjudicial authority of competent jurisdiction, then following such detariffing:

 

(i)  the terms and conditions for the Services Provided will remainthe same as those in this Contract Tariff, except that the relevant terms andconditions contained in the Applicable AT&T Tariffs will remain the same asthose in effect as of the date AT&T detariffs in whole or in part thoseApplicable AT&T Tariff provisions, and will be incorporated as part of thisContract Tariff, and

 

(ii)  the rates for the Services Provided will be:

 

(a)  to the extent ApplicableAT&T Tariff provisions remain filed and effective, those rates specified insuch Applicable AT&T Tariff provisions, as amended from time to time; and

 

(b)  to the extent that thisContract Tariff contains specific rates or rate schedules that would apply inlieu of (or in addition to) the rates or rate schedules in Applicable AT&TTariffs, such specific Contract Tariff rates and rate schedules; and

 

(c)  to the extent ApplicableAT&T Tariff provisions are detariffed, and (b)  preceding does not apply, those rates specified in the applicableAT&T Price Lists, as amended from time to time.

 

In all cases (a, b or c), theapplicable rates shall continue to be subject to any discounts, waivers,credits, and restrictions on rate changes that may be contained in thisContract Tariff.  Where rates and ratechanges (both increases and decreases) would have been calculated by referenceto a tariff rate that has been detariffed, rates and rate changes shall insteadbe calculated during the term of this Contract Tariff by reference toapplicable AT&T Price Lists and (to the extent changes to tariff rates werepermitted under this Contract Tariff) AT&T shall have the right to changeits Price Lists from time to time.

 

All references to the AT&T Tariffs in this Contract Tariff shall beconstrued to mean the AT&T Tariffs specified herein, as well as thedocuments which will replace those tariffs, including the AT&T Price Lists,when AT&T cancels those tariffs.

 

18

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| **AT&T COMMUNICATIONS**             |   | **CONTRACT TARIFF NO. 14109**                    |
|-----------------------------------------|--------|--------------------------------------------------|
| Adm.  Rates and Tariffs            |   | Original Page 3                                  |
| Bridgewater,  NJ 08807                  |   |                                             |
| Issued:   July 10, 2000       |   | Effective:     July 11, 2000 |
| ** All material on this page is new. ** |

 

**INTERNATIONALCONTRACT****TARIFFNO.  14109**

**1.         ServicesProvided:**

 

**A.   **AT&TPrivate Line Services (AT&T Tariff F.C.C. No.  9) consisting of:

 

1.**  **ACCUNETT1.5 Integrated Services Digital Network (ISDN) Primary Rate Interface (PRI)

 

**1.1.             InitialQuantities —**Beginning in the 4th month following theCISD, the Initial Quantities of AT&T Private Line Service components are asfollows:

 

1  ACCUNET T1.5 IntegratedService Digital Network (ISDN) Primary Rate Interface (PRI)

 

**2.      ContractTerm;  Renewal Options —**Theterm of this Contract Tariff is 2 years beginning with the Customer’s InitialService Date (CISD).  No renewal optionis available for this Contract Tariff.

 

**3.      MinimumRevenue Commitment —**Not Applicable.

 

**4.      ContractPrice**

 

**A.    AT&TPrivate Line Services**

 

**1.  **ThisContract Price for the ISDN PRI provided under this Contract Tariff is the sameas the undiscounted Recurring and Nonrecurring Rates and Charges specified inAT&T Tariff F.C.C.  No.  9, as amended from time to time.

 

**5.      Discounts—**None

 

**6.      Classifications,Practices and Regulations**

 

**A.   **Exceptas otherwise provided in this Contract Tariff, the rates and regulations thatapply to the Services Provided specified in Section 1., preceding, are as setforth in the AT&T tariffs that are referenced in Section 1., preceding, assuch tariffs are amended from time to time.

 

**B.    MonitoringConditions —**None.

 

19

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| **AT&T COMMUNICATIONS**             |   | **CONTRACT TARIFF NO. 14109**                      |
|-----------------------------------------|--------|----------------------------------------------------|
| Adm.  Rates and Tariffs            |   | Original Page 4                                    |
| Bridgewater,  NJ 08807                  |   |                                               |
| Issued:   July 10, 2000       |   | Effective:      July  11, 2000 |
| ** All material on this page is new. ** |

 

**C.      Promotions,Credits and Waivers**

 

The Customer is ineligible for any promotions, credits or waivers forthe Services Provided under this Contract Tariff, which are filed or which maybe filed in the AT&T tariffs specified in Section 1., preceding.

 

The following waiver will be applied to the Customer’s bill.  If at the end of the Contract Tariff Termthe Customer has not fully used any or all of the waiver specified in thisSection, the residual value of any such waiver will be set to zero and will notbe applied to any other AT&T services.

 

**1.   AT&TPrivate Line Services**

 

**(a)  **AT&Twill waive the nonrecurring Installation Charges for the installation of up toa maximum of 50 new PRIs with no more than 6 D Channels per location asspecified in AT&T Tariff F.C.C. No.  9, as amended from time totime, provided such new PRIs:  (1) areinstalled prior to the end of the 6th month following the CISD;  (2) have not previously been provided byAT&T, that is, service components provided by another Interexchange carrieror new growth;  (3) are not disconnectedand reconnected after the CISD;  and (4)remain in service for at least 12 months. If a PRI is disconnected for any reason prior to the end of the 12 monthperiod, the waived nonrecurring charges will be billed at the time ofdisconnect.  If a PRI has not been inservice for the minimum period of 12 months prior to the expiration of theContract Tariff Team, the Customer may: (1) elect to be billed the waived nonrecurring charges, or (2) elect tocontinue the services in another AT&T Contract Tariff, or (3) include thePRI(s) in either a new or existing term plan for AT&T Tariff F.C.C.  No. 9 services.  If the Customerelects to continue the PRI(s), the obligation for the PRI(s) to remainin-service for the minimum period of 12 months no longer applies.

 

**D.      Discontinuance****—** In lieu of any DiscontinuanceWith or Without Liability provisions that are specified in the AT&T tariffsreferenced in Sections 1., preceding, the following provisions shall apply.

 

The Customer may discontinue this Contract Tariff prior to the end ofthe Contract Tariff Term, provided the Customer replaces this Contract Tariffwith other AT&T Tariff F.C.C. No.  9 Services or anotherAT&T Contract Tariff for AT&T Tariff F.C.C.  No.  9 Serviceshaving:  (i) an equal or greater newmonthly revenue commitment(s) and (ii) a new term equal to or greater than theremaining term, but not less than 18 months.

 

If the Customer discontinues this Contract Tariff for any reason otherthan specified above, prior to the expiration of the Contract Tariff Term, aTermination Charge will apply.  TheTermination Charge for AT&T Private Line Services will be an amount equalto 100% of the waived installation charges.

 

20

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| **AT&T COMMUNICATIONS**       |   | **CONTRACT TARIFF NO. 14109**                    |
|-----------------------------------|--------|--------------------------------------------------|
| Adm.  Rates and Tariffs      |   | Original Page 5                                  |
| Bridgewater,  NJ 08807            |   |                                             |
| Issued:   July 10, 2000 |   | Effective:     July 11, 2000 |

 

**E.      Availability-**This Contract Tariff has been developed to respond tocompetitive circumstances affecting specific Customers who:  (1) will order this Contract Tariff onlyonce either by the Customer or any Affiliate of the Customer, which is anyentity that owns a controlling interest in either the Customer or an Affiliateof the Customer, or any entity in which a controlling interest is owned byeither the Customer or an Affiliate of the Customer;  (2) order service within 270 days after the effective dateof this Contract Tariff for initial installation of the Services Provided underthis Contract Tariff within 60 days after the date ordered;  (3) have received an offer for substantiallysimilar services from another provider at an equal or lower price in which thenonrecurring installation charges have been waived;  (4) have a maximum of 50 PRIs; (5) have a maximum of 6 ISDN D channels per location and (6) have anexisting AT&T Switched Services or AT&T Data Services commitment withnot less than one year remaining in the term.

 

21

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| **RESPONSIBLE ORGANIZATION DESIGNATION AND  AGREEMENT OF AGENCY** |
|-------------------------------------------------------------------|

 

[LOGO OF AT&T]

I hereby designate AT&T to act as Responsible Organization(“RESPORG”) for the following toll free service telephone numbers. I furtherdesignate AT&T to act as my agent to transfer RESPORG functions toAT&T. These designations supersede all prior RESPORG designationspertaining to these toll free service numbers.

 
| Company Billing  Name:    | Improvenet.Com                             |
|---------------------------|--------------------------------------------|
|                      | (As it appears on the customers bill copy) |
|                      |                                       |   |   |   |
| Company  Billing Address: | 720 Bay Road  #200                         |
|                      |                                       |   |   |   |   |
| City:                     | Redwood City                               | State: | CA |   | Zip: | 94063 |
|                      |                                       |   |   |   |
| Company  Contact:         | Brian Lewis  MIS                           |   |   | Contact  Email: |   |
|                      |                                       |   |   |   |
| Contact  Phone #:         | 650-701-8060                               |   |   | Fax #: | 650-701-8260 |
|                      |                                       |   |   |   |
| Authorized  By:           | Don Gaspar                                 | /s/ Don  Gaspar |   |   |
|                      | (Signature or PIN)                         |   | (Print Name) |
|                      |                                       |   |   |   |
|                      |                                       | CTO |   | 12/12/00 |
|                      |                                       | (Title) |   | (Date) |
|                           |                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

| **TOLL FREE SERVICE NUMBERS FOR WHICH RESPORG FUNCTIONS ARE BEING  TRANSFERRED** |
|----------------------------------------------------------------------------------|
| (8)                                                                              |   | (8) |
|                                                                             |   |   |
| (8)                                                                              |   | (8) |
|                                                                             |   |   |
| (8)                                                                              |   | (8) |
|                                                                             |   |   |
| (8)                                                                              |   | (8) |

 
| **OLD RESPONSIBLE ORGANIZATION** |   | **NEW RESPONSIBLE ORGANIZATION** |
|----------------------------------|--------|----------------------------------|
| ID:                              |   | (8)                              |   |   | ID: |   |   | ATX01 |
|                             |   |                             |   |   |   |   |   |   |
| Name:                            |   | (8)                              |   |   | Name: |   |   | AT&T |
|                             |   |                             |   |   |   |   |   |   |
| Address:                         |   | (8)                              |   |   | Address: |   |   | 2651 Olive Street |
|                             |   |                             |   |   |   |   |   |   |
|                             |   | (8)                              |   |   |   |   |   | St. Louis, MO 63103 |

 

**FOR AT&T USE ONLY**

|                                                                                                    |                  |            |      |   |             |
|---------------------------------------------------------------------------------------------------------|-----------------------|-----------------|-----------|--------|------------------|
| AT&T  Name:                                                                                         | Theresa  Castor       |            | Phone No: |   | +1 408  382-6231 |
|                                                                                                    |                  |            |      |   |             |
| AT&T  E-Mail Address:                                                                               | theresacastor@att.com | Fax No:  9683MC |
|                                                                                                    |                  |            |      |   |             |
| Branch:                                                                                                 |                  | Save            |      |   | Winback          |   |   | Nodal |   |
|                                                                                                    |                  |            |      |   |             |
| PRINT USING FINE TIP INK PEN WHEN COMPLETING THE RESPORG FORM -  ILLEGIBLE FORMS WILL BE REJECTED! |
|                                                                                                    |
| **AT&T Proprietary**                                                                                |
| **Use pursuant to Company Instructions**                                                                |
|                                                                                                         |                       |                 |           |        |                  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

22

----

 

**RESPONSIBLE ORGANIZATION DESIGNATION ANDAGREEMENT OF AGENCY**

 

[LOGO OF AT&T]

 

I hereby designate AT&T to act as Responsible Organization(“RESPORG”) for the following toll free service telephone numbers. I furtherdesignate AT&T to act as my agent to transfer RESPORG functions toAT&T. These designations supersede all prior RESPORG designations pertainingto these toll free service numbers.

 
| Company  Billing Name:    | Improvenet.Com                             |
|---------------------------|--------------------------------------------|
|                      | (As it appears on the customers bill copy) |
|                      |                                       |   |   |   |
| Company  Billing Address: | 720 Bay Road  #200                         |
|                      |                                       |   |   |   |   |
| City:                     | Redwood City                               | State: | CA | Zip: | 94063 |
|                      |                                       |   |   |   |
| Company  Contact:         | Brian Lewis  MIS                           |   | Contact  Email: |   |
|                      |                                       |   |   |   |
| Contact  Phone #:         | 650-701-8060                               |   | Fax #: | 650-701-8260 |
|                      |                                       |   |   |   |
| Authorized  By:           | Don Gaspar                                 | /s/ Don  Gaspar |   |   |
|                      | (Signature or PIN)                         |   | (Print Name) |
|                      |                                       |   |   |   |
|                      |                                       | CTO |   | 12/12/00 |
|                      |                                       | (Title) |   | (Date) |
|                           |                                            |  |  |  |  |  |  |  |  |  |  |  |  |

 
| **TOLL FREE SERVICE NUMBERS FOR WHICH RESPORG  FUNCTIONS ARE BEING TRANSFERRED** |
|----------------------------------------------------------------------------------|
| (8)                                                                              |   | (8) |
|                                                                             |   |   |
| (8)                                                                              |   | (8) |
|                                                                             |   |   |
| (8)                                                                              |   | (8) |
|                                                                             |   |   |
| (8)                                                                              |   | (8) |

 
| **OLD RESPONSIBLE ORGANIZATION** |   | **NEW RESPONSIBLE ORGANIZATION** |
|----------------------------------|--------|----------------------------------|
|                             |   |                             |   |   |   |   |   |
| ID:                              |   | (8)                              |   | ID: |   |   | ATX01 |
|                             |   |                             |   |   |   |   |   |   |
| Name:                            |   | (8)                              |   | Name: |   |   | AT&T |
|                             |   |                             |   |   |   |   |   |   |
| Address:                         |   | (8)                              |   | Address: |   |   | 2651 Olive Street |
|                             |   |                             |   |   |   |   |   |   |
|                             |   | (8)                              |   |   |   |   | St. Louis, MO 63103 |

 

 
| **FOR AT&T USE ONLY**                                                                          |
|----------------------------------------------------------------------------------------------------|
|                                                                                               |   |   |   |   |   |
| AT&T  Name:                                                                                    | Theresa  Castor |   | Phone No: |   | +1 408  382-6231 |
|                                                                                               |   |   |   |   |   |
| AT&T  E-Mail Address:                                                                          | theresacastor@att.com |   | Fax No:  9683MC |
|                                                                                               |   |   |   |   |   |
| Branch:                                                                                            |   | Save |   | Winback |   | Nodal |   |
|                                                                                               |   |   |   |   |   |
| PRINT USING FINE TIP INK PEN WHEN COMPLETING THE RESPORG FORM -  ILLEGIBLE FORMS WILL BE REJECTED! |
|                                                                                               |
| AT&T Proprietary                                                                               |
| Use pursuant to Company Instructions                                                               |
|                                                                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

23

----

 
| **RESPONSIBLE ORGANIZATION DESIGNATION AND  AGREEMENT OF AGENCY** |
|-------------------------------------------------------------------|

 

[LOGO OF AT&T]

 

I hereby designate AT&T to act as Responsible Organization(“RESPORG”) for the following toll free service telephone numbers. I furtherdesignate AT&T to act as my agent to transfer RESPORG functions toAT&T. These designations supersede all prior RESPORG designationspertaining to these toll free service numbers.

 
| Company  Billing Name:    | Improvenet.Com                             |
|---------------------------|--------------------------------------------|
|                      | (As it appears on the customers bill copy) |
|                      |
| Company  Billing Address: | 720 Bay Road  #200                         |
|                      |                                       |   |   |   |   |
| City:                     | Redwood City                               | State: | CA | Zip: | 94063 |
|                      |                                       |   |   |   |
| Company  Contact:         | Brian Lewis  MIS                           | Contact  Email: |
|                      |                                       |   |   |   |
| Contact  Phone #:         | 650-701-8060                               |   | Fax #: | 650-701-8260 |
|                      |                                       |   |   |   |
| Authorized  By:           | Don Gaspar                                 | /s/ Don  Gaspar |   |   |
|                      | (Signature or PIN)                         |   | (Print Name) |
|                      |                                       |   |   |
|                      |                                       | CTO |   | 12/12/00 |
|                      | (Title)                                    |   | (Date) |
|                           |                                            |  |  |  |  |  |  |  |  |  |  |  |

 
| **TOLL FREE SERVICE NUMBERS FOR WHICH RESPORG  FUNCTIONS ARE BEING TRANSFERRED** |
|----------------------------------------------------------------------------------|
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |

 

| **OLD RESPONSIBLE ORGANIZATION** |   | **NEW RESPONSIBLE ORGANIZATION** |
|----------------------------------|--------|----------------------------------|
| ID:                              |   | (8)                              |   | ID: |   | ATX01 |
| Name:                            |   | (8)                              |   | Name: |   | AT&T |
| Address:                         |   | (8)                              |   | Address: |   | 2651 Olive Street |
|                             |   | (8)                              |   |   |   | St. Louis, MO 63103 |

 
| **FOR AT&T USE ONLY**                                                                          |
|----------------------------------------------------------------------------------------------------|
|                                                                                               |   |   |   |   |   |
| AT&T  Name:                                                                                    | Theresa  Castor |   | Phone No: |   | +1 408  382-6231 |
|                                                                                               |   |   |   |   |   |
| AT&T  E-Mail Address:                                                                          | theresacastor@att.com |   | Fax No:  9683MC |
|                                                                                               |
| Branch:                                                                                            |   | Save |   |   | Winback |   |   | Nodal |   |
|                                                                                               |
| PRINT USING FINE TIP INK PEN WHEN COMPLETING THE RESPORG FORM -  ILLEGIBLE FORMS WILL BE REJECTED! |
|                                                                                               |
| AT&T Proprietary                                                                               |
| Use pursuant to Company Instructions                                                               |
|                                                                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

24

----

 
| **RESPONSIBLE ORGANIZATION DESIGNATION AND  AGREEMENT OF AGENCY** |
|-------------------------------------------------------------------|

 

[LOGO OF AT&T]

 

I hereby designate AT&T to act as Responsible Organization(“RESPORG”) for the following toll free service telephone numbers. I furtherdesignate AT&T to act as my agent to transfer RESPORG functions toAT&T. These designations supersede all prior RESPORG designationspertaining to these toll free service numbers.

 
| Company  Billing Name:    | Improvenet.Com                             |
|---------------------------|--------------------------------------------|
|                      | (As it appears on the customers bill copy) |
|                      |                                       |
| Company  Billing Address: | 720 Bay Road  #200                         |
|                      |
| City:                     | Redwood City                               |   | State: | CA |   | Zip: | 94063 |
|                      |                                       |   |   |   |
| Company  Contact:         | Brian Lewis  MIS                           | Contact  Email: |
|                      |                                       |   |   |   |
| Contact  Phone #:         | 650-701-8060                               |   | Fax #: | 650-701-8260 |
|                      |                                       |   |   |   |
| Authorized  By:           | Don Gaspar                                 | /s/ Don  Gaspar |   |   |
|                      | (Signature or PIN)                         |   | (Print Name) |
|                      |                                       |   |   |
|                      | CTO                                        |   | 12/12/00 |
|                      | (Title)                                    |   | (Date) |
|                           |                                            |  |  |  |  |  |  |  |  |  |  |  |  |

 
| **TOLL FREE SERVICE NUMBERS FOR WHICH RESPORG  FUNCTIONS ARE BEING TRANSFERRED** |
|----------------------------------------------------------------------------------|
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |

 

| **OLD RESPONSIBLE ORGANIZATION** |   | **NEW RESPONSIBLE ORGANIZATION** |
|----------------------------------|--------|----------------------------------|
| ID:                              |   | (8)                              |   | ID: |   | ATX01 |
| Name:                            |   | (8)                              |   | Name: |   | AT&T |
| Address:                         |   | (8)                              |   | Address: |   | 2651 Olive Street |
|                             |   | (8)                              |   |   |   | St. Louis, MO 63103 |

 
| **FOR AT&T USE ONLY**                                                                          |
|----------------------------------------------------------------------------------------------------|
|                                                                                               |   |   |   |   |   |
| AT&T  Name:                                                                                    | Theresa  Castor |   | Phone No: |   | +1 408  382-6231 |
|                                                                                               |   |   |   |   |   |
| AT&T  E-Mail Address:                                                                          | theresacastor@att.com |   | Fax No:  9683MC |
|                                                                                               |
| Branch:                                                                                            |   | Save |   |   | Winback |   |   | Nodal |   |
|                                                                                               |
| PRINT USING FINE TIP INK PEN WHEN COMPLETING THE RESPORG FORM -  ILLEGIBLE FORMS WILL BE REJECTED! |
|                                                                                               |
| AT&T Proprietary                                                                               |
| Use pursuant to Company Instructions                                                               |
|                                                                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

25

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| **RESPONSIBLE ORGANIZATION DESIGNATION AND  AGREEMENT OF AGENCY** |
|-------------------------------------------------------------------|

 

[LOGO OF AT&T]

 

I hereby designate AT&T to act as Responsible Organization(“RESPORG”) for the following toll free service telephone numbers. I furtherdesignate AT&T to act as my agent to transfer RESPORG functions toAT&T. These designations supersede all prior RESPORG designationspertaining to these toll free service numbers.

 
| Company  Billing Name:    | Improvenet.Com                             |
|---------------------------|--------------------------------------------|
|                      | (As it appears on the customers bill copy) |
|                      |                                       |
| Company  Billing Address: | 720 Bay Road  #200                         |
|                      |
| City:                     | Redwood City                               |   | State: | CA |   | Zip: | 94063 |
|                      |                                       |   |   |   |
| Company  Contact:         | Brian Lewis  MIS                           | Contact  Email: |
|                      |                                       |   |   |   |
| Contact  Phone #:         | 650-701-8060                               |   | Fax #: | 650-701-8260 |
|                      |                                       |   |   |   |
| Authorized  By:           | Don Gaspar                                 | /s/ Don  Gaspar |   |   |
|                      | (Signature or PIN)                         |   | (Print Name) |
|                      |                                       |   |   |
|                      | CTO                                        |   | 12/11/00 |
|                      | (Title)                                    |   | (Date) |
|                           |                                            |  |  |  |  |  |  |  |  |  |  |  |  |

 
| **TOLL FREE SERVICE NUMBERS FOR WHICH RESPORG  FUNCTIONS ARE BEING TRANSFERRED** |
|----------------------------------------------------------------------------------|
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |
| (8)                                                                              |   | (8) |

 

| **OLD RESPONSIBLE ORGANIZATION** |   | **NEW RESPONSIBLE ORGANIZATION** |
|----------------------------------|--------|----------------------------------|
| ID:                              |   | (8)                              |   | ID: |   | ATX01 |
| Name:                            |   | (8)                              |   | Name: |   | AT&T |
| Address:                         |   | (8)                              |   | Address: |   | 2651 Olive Street |
|                             |   | (8)                              |   |   |   | St. Louis, MO 63103 |

 
| **FOR AT&T USE ONLY**                                                                          |
|----------------------------------------------------------------------------------------------------|
|                                                                                               |   |   |   |   |   |
| AT&T  Name:                                                                                    | Theresa  Castor |   | Phone No: |   | +1 408  382-6231 |
|                                                                                               |   |   |   |   |   |
| AT&T  E-Mail Address:                                                                          | theresacastor@att.com |   | Fax No:  9683MC |
|                                                                                               |
| Branch:                                                                                            |   | Save |   |   | Winback |   |   | Nodal |   |
|                                                                                               |
| PRINT USING FINE TIP INK PEN WHEN COMPLETING THE RESPORG FORM -  ILLEGIBLE FORMS WILL BE REJECTED! |
|                                                                                               |
| AT&T Proprietary                                                                               |
| Use pursuant to Company Instructions                                                               |
|                                                                                                    |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

26

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**AT&T Digital Link Service**

Local Service Authorization Form

 

**A)** I herebyauthorize AT&T to enroll my locations identified on **Attachment A**with the following **AT&T Digital Link Services** (indicatewith an “X” all that apply):

 

ý Local Outbound Service

ýDirect Outward Dialing(DOD)

ýOriginating Toll-freeCalling *

ý Local Inbound Service**

ýDirect Inward Dial(DID)

ýMain Listed NumberService (MLN)

 

----

* Based on availability

** Only available with Local Outbound Service

 

I hereby authorize AT&T to provide **AT&T Digital Link Service** to all locations identified onAttachment A. I understand Local Inbound Service and Originating Toll-freeCalling is not currently available in all states or locations. I furtherunderstand Local Outbound Service will be offered as either an intraLATA tollpromotion or local service offering within individual states. I authorizeAT&T to provision Local Inbound Service upon availability, and toconvert  my **AT&T Digital Link Service** from intraLATA toll to localservice when local service becomes available. I appoint AT&T as my agent tohandle all arrangements with the local exchange company(s) (LEC) forestablishing the service(s) indicated above, and to issue instructions to andto otherwise deal with the LEC regarding the locations and/or Billed TelephoneNumbers (BTN) specified on Attachment A. AT&T may offer such service forall telephone lines associated with those locations and/or BTNs. AT&T willnotify the customer as to the actual terms and conditions of each **AT&T Digital Link Service** tariff whenfiled. The customer may notify AT&T in writing, at any time, with noliability, that the customer no longer desires **AT&T Digital Link Service** in any specific state. Customers arerequired to keep individual business lines or other appropriate facilities withthe LEC in order to provide 911 service and certain other services and/orcodes.

 

**B)** These **AT&T Digital Link Services** should be provisioned at all locationsidentified in **Attachment A**.

 

**C)** Telephone Equipment (e.g. PBX) changes: o**YES**, I would likeAT&T to coordinate the required telephone equipment reprogramming changeswith my equipment vendor. o**NO**,I will coordinate the required telephone equipment reprogramming changes withmy equipment vendor and AT&T.

 

**D)** Please complete the following section:

 
| Improvenet.Com                                 |   | ABN BAT + 15%                                        |
|------------------------------------------------|--------|------------------------------------------------------|
| (Company Name)                                 |   | (AT&T Service Name)                              |
|                                           |   |                                                 |
| 720 Bay Road #200                              |   |                                                 |
| (Street Address)                               |   | (AT&T Master Customer Number  or Account Number) |
|                                           |   |                                                 |
| Redwood City CA 94063                          |   | Theresa Castor Account  Executive                    |
| (City, State Zip Code)                         |   | (AT&T Representative Name  & Title)          |
|                                           |   |                                                 |
| 650-701-8060                                   |   | +1 408 382-6                                         |
| (Main Telephone Number)                        |   | (Contact Telephone Number)                           |
|                                           |   |                                                 |
| Don Gaspar                                     |   | **Equipment Vendor Information**                     |
| (Authorized Company Contact  Name & Title) |   |                                                 |
|                                           |   |                                                 |
| 650-701-8060                                   |   |                                                 |
| (Contact Telephone Number)                     |   | (Equipment Vendor Company Name)                      |
|                                           |   |                                                 |
| /s/ Don Gaspar                                 |   |                                                 |
| (Authorizing Signature)                        |   | (Equipment Vendor Contact Name)                      |
|                                           |   |                                                 |
| 12/13/00                                       |   |                                                 |
| (Date Authorized)                              |   | (Equipment Vendor Contact  Telephone Number)         |

 

27

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**AT&T DIGITAL LINKSERVICE**

 

Attachment A

 
|           |   |                          |
|----------------|--------|-------------------------------|
| (Company Name) |   | (Date Authorized by Customer) |

 

 

| **Service Location Information    Service Street Address  City, State Zip Code** |   | **AT&T Sub-Account Number  (for CustomerNet & UniPlan)   Or   LDN/DHEC   (for SDN, OneNet & VTNS)** |   | **# of T1.5s** |   | **Assign  LERG  (Y or N)** |   | **Requested LANI** |   | **Block Caller ID** |   | **DOD** |   | **8YY** |   | **Estimated # DSOs For 8YY** |   | **Estimated Monthly DOD Minutes** |
|---------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|----------------|--------|----------------------------|--------|--------------------|--------|---------------------|--------|---------|--------|---------|--------|------------------------------|--------|-----------------------------------|
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |
|                                                                                  |   |                                                                                                            |   |           |   |                       |   |               |   |                |   |    |   |    |   |                         |   |                              |

 

Upon completion, fax **Local ServiceAuthorization Form** and **LERGRequest Form** to

Customer Care @ **908 719 7341**

All forms **MUST** becompleted in MS Word and printed prior to faxing.

Hand written forms **CAN NOT**be accepted.

**Customer Care will reject all hand writtenforms.**

 

**CustomerCare will reject requests if:**

 

oLocations utilizing ISDN are submitted - Locations utilizing ISDN **CAN NOT** be provisioned by the CustomerCare. (See ISDN Provisioning)

o Texas requirements are not met - eachlocation in Texas requires, a 911 Agency Agreement and DataCollection Form be submitted

o Operator Express T1.5s without UTA aresubmitted - Operator Express T1.5s **REQUIRE**a UTA dedicated access arrangement.

oLocal Inbound (DID/MLN) Service is being provisioned via the ADL STO system andprocess - locations being provisioned with Local Inbound (DID/MLN Service, MUSThave LANIs assigned via the ADL STO system and process

o New dedicated facilities (e.g. T1.5) arebeing installed - LANIs MUST be assigned via the Nodal EON request process.

 
|                              |   |                                                  |
|-----------------------------------|--------|-------------------------------------------------------|
| (AT&T Technical Support Name) |   | (AT&T Technical Support Contact Telephone Number) |
| (GSM Name, if Global)             |   | (GSM Contact Telephone Number, if Global)             |

 

28

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**[LOGOOF AT&T]**

**AT&T TELECONFERENCE SERVICES PRICING PLANCOMMITMENT FORM**

** **
| Customer  Name (Full Legal Name):**Improvenet.Com** | (“AT&T”)

**AT&T Corp.**                             |
|-----------------------------------------------------|------------------------------------------------------------------------|
| Customer  Address:**720 Bay Road #200**             | AT&T  Address**55 Corporate Drive**                                |
| City**Redwood City**                                | State**CA**                                                            | Zip Code**94063** | City**Bridgewater, NJ 08807** | State | Zip Code |
| Contact  Name:**Brian Lewis**                       | Contact  Name:                                                         |
| Contact  Title:**MIS**                              | Contact  Title:**AT&T TeleConference Services Account  Executive** |
| Telephone:  650-701-8060                            | Telephone:                                                             |
|                                                     |                                                                        |  |  |  |  |

 

**Customerhereby places an order for an AT&T TeleConference Services Pricing Plan asfollows:**

 
| **Order Type:**                | **New Plan Order** |
|--------------------------------|--------------------|
| **Term Plan Name:**            | **TERM PLAN AA**   |
| **Annual Revenue Commitment:** | **$100,000**       |
| **Term:**                      | **2 YEARS**        |

 
| **The following provisions apply to all orders:**  Service will be provided under the Pricing  Plan you have selected subject to the rates and terms and conditions in the  applicable AT&T tariffs as they may be modified from time to time (the  “Tariff”).  This Form and the Tariff  constitute the entire agreement between Customer and AT&T with respect to  the services provided under the Pricing Plan, and supersedes any and all prior  agreements, proposals, representations, statements, or understandings,  whether written or oral, concerning such services or the rights and  obligations relating to such services.   In the event of any inconsistency between the terms of this Form and  the Tariff, the terms of the Tariff shall prevail.  Customer shall provide installation instructions and other  information as required by the Tariff.   In the event that a court or administrative agency of competent  jurisdiction determines that any of the services provided pursuant to the  Pricing Plan are not tariffable, such services shall be treated as if  detariffed, in accordance with the Detariffing provision below.

 

**Detariffing:** If during the term of the Pricing Plan you have selected, the  Tariff for the Pricing Plan is withdrawn or ceases to be effective as a  tariff by virtue of, or in response to, a statutory change or order or  requirement of a governmental or judicial authority of competent  jurisdiction, the terms, conditions and charges in the Tariff which are in  effect at the effective time of detariffing will be deemed to be the  agreement between the parties, provided that AT&T will retain the right  to change the underlying General Regulations, rates and other terms and  conditions of the Tariff to the same extent AT&T could revise the Tariff  prior to detariffing.

 

**Attachment A:  For reference purposes only, a summary of certain Tariff Rates,  Terms and Conditions is annexed hereto as Attachment A.  In the event of any inconsistency between  the rates, terms and conditions stated in Attachment A and the Tariff, the  rates, terms and conditions of the Tariff shall prevail.**

  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **AUTHORIZATION**

Please review and sign below to activate  AT&T TeleConference Services Corporate Plan

The services  and pricing plan you have selected are subject to FCC tariff filing/approval  and will be governed by the rates and terms and conditions in the appropriate  AT&T Tariffs as may be modified from time to time.  Your signature acknowledges that you  understand the terms and conditions under which the services selected will be  provided and that you are duly authorized to make the commitment and order  service.

                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 
| Customer  Name      | Don Gaspar          | Title | **CTO**                                       |
|---------------------|---------------------|-------|-----------------------------------------------|
| Customer  Signature | /s/ Don  Gaspar     | Date  | 12/13/00                                      |
| For AT&T        |                | Title | **AT&T TeleConference Account Executive** |
| AT&T  Signature | /s/ T.C.  McDonough | Date  | 12/18/00                                      |

 

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