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                                                                Exhibit 10.17


           CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF
     THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE
    DENOTED BY [*]. THE CONFIDENTIAL PORTIONS HAVE BEEN FILED SEPARATELY
              WITH THE SECURITIES AND EXCHANGE COMMISSION.


                     PRODUCT PURCHASE AND SERVICES AGREEMENT

         This Product Purchase and Services Agreement ("Agreement") is made
effective as of July 29, 1999 (the "Effective Date") by and between Alcatel
Internetworking, Inc., a California corporation ("AII") and Ziplink, Inc., a
Delaware corporation ("Ziplink" or "You").

                                    RECITALS

1. AII is engaged in the business of manufacturing and selling the products
described in the attached Exhibit A (the "Products") and providing certain
services as further described herein ("Services").

2. Ziplink desires to purchase from AII, on the terms and conditions set forth
herein, certain Products listed in Exhibit A and certain Services as described
herein.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and conditions set
forth below, the parties agree as follows:

1.       PURCHASE ORDERS AND PRODUCT LEAD TIMES

         1.1  PLACEMENT OF ORDERS: Ziplink shall order Products or obtain
              services from AII by submitting written purchase orders. Each
              purchase order shall specify: (a) the Products by part number(s)
              and the quantities ordered; (b) the date or dates requested for
              delivery which date shall be at least twenty-one (21) days after
              AII's receipt of such Purchase Order; and (c) the name, address
              and telephone number of any carrier or freight forwarder
              specifically requested by Ziplink or in the case of services: the
              services to be provided including, the Product to which the
              services are related, if applicable, the scope of the services to
              be provided and the date the services are to be provided (a
              "Purchase Order"). Purchase Orders will be effective upon issuance
              of written confirmation by AII or shipment of Products ordered;
              provided, that partial shipment shall not constitute acceptance of
              the entire order. AII shall not be bound by the terms and
              provisions of Ziplink's purchase order form to the extent such
              terms or provision are not consistent with or conflict with this
              Agreement. AII will make commercially reasonable efforts to accept
              or reject all Purchase Orders within ten (10) days after AII's
              receipt of such Purchase Order. The terms and conditions of this
              Agreement, AII's invoice and/or confirmation, and AII's General
              Terms and Conditions of Sale (to the extent they do not conflict
              with this Agreement), the applicable Service description shall
              govern the sale of Products and rendering of Services under this
              Agreement. The terms and conditions of this Agreement shall
              supercede any conflicting provision of any document provided by
              either Ziplink or AII

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<PAGE>

              and not signed by both Ziplink and AII which conflict with the
              terms and conditions of this Agreement.

         1.2  PRODUCT LEAD TIMES: Ziplink shall, at least monthly, provide (or
              more often as reasonably requested by AII within ten (10) business
              days after Ziplink receives such request from AII) AII with a
              forecast of its anticipated product needs for the next nine (9)
              months. Such forecast is subject to reasonable change by Ziplink.
              Attached hereto as EXHIBIT A-1 is the initial forecast. AII shall
              use its commercially reasonable efforts to meet such forecast as
              it shall change from time to time.

         1.3  ENGINEERING ENHANCEMENTS:  AII shall provide the Engineering
              Enhancements as set forth in Exhibit B.

         1.4  EVALUATION ORDERS AND DEMONSTRATION EQUIPMENT: By virtue of
              execution of this Agreement, Ziplink acknowledges and agrees that
              all Evaluation Orders and Demonstration Equipment provided under
              the purchase orders set forth in Schedule 1 attached hereto (which
              purchase orders identify Ziplink, Ziplink LLC or Ziplink Internet
              as the purchaser) shall, upon execution of this Agreement, be
              deemed consummated purchases of Products made exclusively by
              Ziplink from AII. The warranty period for all such Products shall
              have begun on the date such Products were shipped to Ziplink.
              Payment shall be due as set forth in Section 3.4; however, no
              default shall exist with respect to any amounts owed that would be
              due on or before the date hereof in accordance with Section 3.4,
              if such amounts are paid or acceptable financing arrangements with
              AII are made within thirty (30) days following the date hereof.

         2.  DELIVERY AND TERMS OF SHIPMENT

         2.1  DELIVERY: AII shall make commercially reasonable efforts to effect
              shipment on or before the scheduled shipping date(s) reflected on
              AII's acknowledgment and/or invoice, but such schedule may vary
              due to, among other things, conditions beyond AII's reasonable
              control, including, but not limited to, AII's receipt of all
              materials and information to be supplied, where applicable, by
              Ziplink. If no shipping date is specified, shipment will be made
              on date(s) selected by AII. Delivery may be made within a time
              period reasonably in advance of any scheduled delivery date but
              which shall in no event exceed ten (10) days. Shipment shall be
              F.O.B. the location of AII's shipping facility, unless otherwise
              indicated on AII's acknowledgment and/or invoice.

         2.2  PACKING: Unless otherwise noted on AII's acknowledgment and/or
              invoice or as requested by Ziplink, all items will be packed for
              shipment in accordance with AII's

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<PAGE>

              standard practice and shipped by the most appropriate method.
              Unless specifically requested by Ziplink in writing or as agreed
              between the parties, AII's standard practice shall be generally
              consistent with standard industry practice. AII shall use
              reasonable efforts to comply with AII's reasonable requests for
              special shipping requirements; however, Ziplink may be responsible
              for additional charges related to such special shipping
              requirements. AII shall not assume any liability in connection
              with such packing or shipment. If requested by Ziplink,
              transportation charges will be prepaid and will be added to AII's
              invoice as a separate item.

         2.3  RISK OF LOSS: All risk of loss or damage to Products shall be
              assumed by Ziplink upon AII's delivery of such products to the
              carrier for shipment to Ziplink. Any and all claims by Ziplink for
              damage, loss or delays in transit shall be made by Ziplink against
              the carrier (with notice thereof to AII), and AII shall have no
              responsibility or obligations with respect to any such damage,
              loss or delay except to the extent permitted under relevant
              provisions of this Agreement respecting the return of defective
              products. Notwithstanding the foregoing, Ziplink shall maintain
              public liability, property damage and casualty insurance covering
              each Product in form and amount and with companies approved by AII
              and shall name AII as loss payee and/or additional insured, as
              their interests may appear from the time of AII's delivery of such
              Products to the carrier until AII receives payment for the
              Products as set forth herein. Ziplink shall pay the premiums
              therefor, at its sole cost and expense, and shall deliver to AII
              at any time upon request evidence of such policies satisfactory to
              AII. Each insurer shall agree, by endorsement on the policy issued
              by it or by independent instrument furnished to AII, that such
              insurer will give AII thirty (30) day's prior written notice
              before the policy in question shall be altered, canceled or
              terminated without renewal. Ziplink hereby appoints AII as
              Ziplink's attorney in fact to make claim for, receive payment of,
              and execute and endorse all documents, checks or drafts for loss
              or damage under any said insurance policy. At AII's request,
              Ziplink shall furnish AII with evidence reasonably satisfactory to
              AII that the insurance coverage required hereby is in effect. Each
              insurance policy shall require payment thereunder notwithstanding
              any breach or violation by Ziplink of any warranties, declarations
              or conditions thereof.

         2.4  DELAYS: AII will notify Ziplink immediately if the delivery of
              Products cannot be completed by the agreed delivery date, and will
              provide in such notice the expected date when delivery will take
              place. In no event shall AII be liable for any damages or
              penalties for delay in delivery or for failure to give notice of
              delay.

         2.5  SHIPMENT DEFERRAL: Ziplink may, by written notice to AII, defer
              shipment of not more than one (1) order per calendar quarter of
              all or part of a shipment of Products that is on order at the time
              of deferral, by giving AII notice at least twenty-one (21)

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<PAGE>

              days prior to the originally requested delivery date. Ziplink
              shall limit its deferral to a maximum deferral of sixty (60) days
              from the original ship date on the Purchase Order. Purchase Orders
              may not be deferred more than once.

         2.6  ZIPLINK'S DUTY OF INSPECTION: Ziplink shall carefully inspect all
              deliveries of products as they are received by Ziplink and report
              to AII promptly (but in no event more than ten (10) business days
              after receipt of shipment) any alleged error, shortage, defect or
              nonconformity of such products which was reasonably discoverable.
              Any failure by Ziplink to so inspect and report shall constitute a
              waiver by Ziplink of any claim or right of Ziplink against AII
              arising with respect to any such error, shortage defect or
              nonconformity which was reasonably discoverable by such an
              inspection.

         2.7  RETURNS: Authorization to return products purchased from AII must
              be obtained from AII prior to any such return. All returned
              products must be shipped within ten (10) days of AII's
              authorization, in the unopened in the original packaging and
              container, and shall conspicuously bear the return merchandise
              account number Ziplink obtains from AII prior to return. However,
              except as set forth in Section 4.2, in no event shall AII be
              entitled to return any products more than sixty (60) days after
              shipment of such products to AII and Buyer shall not be entitled
              to return merchandise which is not presently offered for sale by
              AII to other customers. Except as set forth in Section 4.2,
              Ziplink shall have no right to return more than twenty percent
              (20%) of the Products ordered during any sixty (60) day period. In
              AII's sole discretion, credit may be granted with respect to
              returned products, less a restocking charge of no greater than ten
              percent (10%), provided that any returned products must be shipped
              appropriately packed under the circumstances to AII, freight
              prepaid, at Ziplink's risk. AII shall notify Ziplink at least
              fourteen (14)_days before shipment of Products which are no longer
              offered for sale by AII to other customers. Ziplink then shall be
              provided a reasonable opportunity which must be exercised at least
              five (5) days before shipment to upgrade its purchase order to
              reflect the changes in AII's product offering. In the event that
              Ziplink after having received notice of the planned discontinuance
              of a Product does not upgrade its purchase order, Ziplink
              understands that it will not be entitled to return such Product
              under Section 4.2.

         2.9  CANCELLATIONS: Products canceled by Ziplink within seven (7) days
              of the confirmed shipment date are subject to a cancellation
              charge of ten percent (10%) of the net value of the canceled
              portion of the order. Products canceled by Ziplink within eight
              (8) to twenty-five (25) days of the confirmed shipment date, shall
              be subject to a cancellation charge of five percent (5%) of the
              net value of the canceled portion of the order. The parties agree
              that the cancellation charge is not imposed as a penalty, but as
              liquidated damages. Orders of non-standard products or special
              product configurations and deferred shipments are not cancelable.

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<PAGE>

3.       PRICING

         3.1  PRODUCT PRICES: Unless otherwise expressly indicated in writing by
              AII, the purchase prices for Products shall be as set forth in
              Exhibit A at the time the purchase order is received. Exhibit A
              may be modified by AII at its sole discretion, and unless
              otherwise agreed in writing between the parties, AII reserves the
              right to change prices and discount rate(s) for any Products at
              any time. Any price increase shall become effective upon thirty
              (30) days notice to Ziplink, but shall not apply to purchase
              orders which have been accepted by AII prior to thirty (30) days
              after the date on which AII transmits the price increase notice to
              Ziplink. Any price decrease shall become effective upon written
              notice to Ziplink, and shall apply to any purchase orders which
              are accepted but unfilled on the date on which AII transmits the
              price decrease notice to Ziplink.

         3.2  ADDITIONAL COSTS: Unless otherwise expressly indicated in writing
              by AII, Ziplink shall pay, and be exclusively liable for, all
              costs including, but not limited to, shipping, delivery and
              insurance after AII has effected delivery of the products to the
              carrier.

         3.3  TAXES: Prices do not include any tax or other governmental charge
              or assessment on the sale, shipment, production or use of any
              products sold or services rendered to Ziplink hereunder. Such
              taxes and charges, when applicable, may appear as separate
              additional charges on AII's invoice. Ziplink shall be solely
              responsible for, and shall pay to AII upon demand, any such tax,
              charge or assessment, unless Ziplink has furnished to AII a valid
              certificate issued by or acceptable to the tax authority in
              question.

         3.4  PAYMENT: Unless otherwise stated on AII's acknowledgment and/or
              invoice, Ziplink shall pay all amounts due for Products purchased
              or Services rendered hereunder in cash, wire transfer or check or
              upon mutually agreeable financing terms with Alcatel USA within
              sixty (60) days from shipment) from the later of Ziplink's receipt
              of AII's invoice or Ziplink's receipt of the Product or Service,
              provided that if AII deems Ziplink's financial status
              unsatisfactory or Ziplink is in default of any material obligation
              of Ziplink to AII, AII (without prejudice to any other rights or
              remedies it may have) may require payment in full of all amounts
              payable to AII by Ziplink under AII's invoice or otherwise prior
              to shipment of any Products or the rendering of Services
              thereunder. In the event any payment is not made within sixty (60)
              days after the later of Ziplink's receipt of AII's invoice or
              Ziplink's receipt of the Product or Service, Ziplink shall pay as
              additional interest or service charge the amount indicated on
              AII's then current applicable price list or, if none is so
              indicated, in an amount equal to one percent (1%) of the unpaid
              balance per month (or portion

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<PAGE>

              thereof), or if less, at the highest interest rate permitted to be
              owed by AII to Ziplink for any reason whatsoever. Any amount which
              Ziplink reasonably disputes based on objective evidence provided
              to AII prior to such payment's due date shall not be subject to
              the interest or service charge set forth above to the extent that
              AII is later determined to have not owed such disputed amount.

         3.5  EXPORT LAWS AND REGULATIONS: Any obligation of AII to provide
              products shall be subject in all respects to all United States
              laws and regulations governing the license and delivery of
              technology and products abroad by persons subject to the
              jurisdiction of the United States. Ziplink shall not export,
              directly or indirectly, any products or related information
              without first obtaining all required licenses and approvals from
              the appropriate government agencies.

         3.6  ZIPLINK'S MATERIALS: If applicable, Ziplink represents and
              warrants that any and all materials or other items furnished by or
              on behalf of Ziplink to AII for use in connection with production
              of AII's products will be Ziplink's exclusive property, free and
              clear of all liens, claims and encumbrances whatsoever. Unless
              otherwise indicated on AII's acknowledgment and/or invoice,
              Ziplink shall bear all costs of delivering such materials and
              items to AII's production facility. AII shall be liable for any
              loss, destruction or damage of any such materials or items while
              in AII's procession to the extent (but only to be extent) caused
              solely by AII's negligence, subject to the limitation on AII's
              liability described in Section 4.7 below.

         3.7. SOFTWARE LICENSE: Upon acceptance of and payment for any software
              and/or documentation shipped by AII to Ziplink, and subject to the
              terms and conditions of this Agreement, Ziplink shall have a
              worldwide, nonexclusive, nonsublicensable, nontransferable license
              to use such software and/or documentation. Ziplink may make one
              (1) copy of the software for back-up and disaster recovery
              purposes only. The licenses set forth herein shall terminate
              immediately upon Ziplink's discontinuance of the use of the
              equipment on which the software is installed. Ziplink understands
              and agrees that title to, and all rights of ownership in, any such
              software and/or documentation shall at all times remain with AII
              and relevant third parties.

4.       WARRANTIES OF AII

         4.1  WARRANTIES: AII warrants to Ziplink that the Products other than
              software including software media shall be free from material
              manufacturing and materials defects under conditions of normal use
              for a period of twelve (12) months from shipment by AII to
              Ziplink. Products which do not comply with the above warranty and
              are returned by Ziplink to AII during the warranty period (as
              shown by appropriate documentation) will be repaired or replaced
              at AII's option, at no cost to Ziplink.

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         4.2  RETURN OF AII PRODUCTS: Ziplink will bear the cost of freight and
              insurance of returned AII's Products, and AII shall bear the cost
              of freight and insurance of repaired AII's Products. All returned
              products must be in the original, or substantially similar,
              packaging and container and shall conspicuously bear the RMA
              number Ziplink obtains from AII prior to return. If AII cannot, or
              determines that it is not practical to, repair or replace the
              returned Product, the price therefor paid by Ziplink will be
              credited and applied to future orders. AII will make available to
              Ziplink spare parts for purchase at prices set forth in AII's then
              current price list. Upon return of such repaired Products, the
              warranty with respect to such products will continue for the
              remaining unexpired warranty or sixty (60) days, whichever is
              longer.

         4.3  SOFTWARE PROBLEM RESOLUTIONS: AII will use commercially reasonable
              efforts to provide Ziplink with corrective solutions or upgrades
              for software defects, glitches, "bugs" or problems with respect to
              the Product of which Ziplink has notified AII during the first
              ninety (90) days after the Product is purchased from AII. During
              this ninety (90) day period, AII may offer maintenance releases on
              new software releases ("Software Releases"), at its sole
              discretion, to Ziplink for software fixes. Outside of the period
              set forth herein, software fixes shall only be available through
              Software Releases.

         4.4  WARRANTY OF WORKMANSHIP: AII warrants to Ziplink that Services
              will be performed in a professional and workmanlike manner.

         4.5   GUARANTY OF PERFORMANCE: AII shall, in conjunction with Ziplink,
               work with Ziplink to establish and maintain at least a ninety
               (90%) average monthly utilization rate during the one (1) year
               period following the date hereof for the Web TV Application as
               currently in use (the "Baseline Rate"). The Baseline Rate shall
               not include any cause of interruption not attributable to AII
               such as busy signals, "no carrier" status, user authentication
               failures, changes in or to Ziplink's software or hardware not
               approved by AII, or network connectivity failures. Ziplink shall
               keep AII continuously updated as to the Rate. In the event of any
               ongoing performance deficiency below such Rate, AII shall use its
               commercially reasonable efforts to remedy such deficiency as soon
               as possible. Within ten (10) business days following written
               notice by Ziplink detailing any significant performance
               deficiency in the Rate, AII shall deliver an initial draft of an
               action plan to Ziplink and use all commercially reasonable
               efforts to initiate a resolution of the problem within thirty
               (30) days. Ziplink will use all commercially reasonable efforts
               cooperate fully with AII in resolving such problems.

               In addition, AII is responsible for ensuring that the Products
               when purchased (unless otherwise disclosed to Ziplink) are
               substantially interoperable in all material

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<PAGE>

              functionality with the then-commercially available open (i)
              switching systems and routers of the two largest recognized
              providers (for shipments within the United States) of such
              hardware, and (ii) Cisco/American Internet and AII service
              management center software. If any Product purchased by Ziplink
              fails to meet such interoperability standard, Ziplink shall
              provide AII with written notice specifically detailing the
              relevant deficiencies. Should AII not cure such deficiencies
              within ninety (90) days following receipt of notice thereof, AII
              shall either repurchase the non-interoperable hardware at its
              purchase price or obtain other hardware or software for Ziplink
              that will address the interoperability problems. This obligation
              shall continue with respect to any unit purchased for a period of
              two (2) years from its date of purchase, and Ziplink's notice must
              be received by such time; the notice and AII's obligations shall
              be applicable only to those units (of the same Product) purchased
              no more than two (2) years prior to the date of the notice.
              Finally, in the event AII fails to comply with the terms of this
              paragraph, Ziplink shall be permitted to terminate this Agreement.


         4.6  SPECIFICATIONS: It is the sole and exclusive responsibility of
              Ziplink to determine the suitability of any and all products of
              AII for Ziplink's intended purposes and uses. AII warrants that
              the products sold hereunder conform to AII's applicable
              specifications for such products (subject to AII's standard
              tolerances for variations) as in effect at the time of shipment by
              AII, or, if applicable, specifications provided by Ziplink and
              expressly accepted by AII in writing provided that AII shall not
              have any liability whatsoever for any damage to or defect in
              products resulting directly or indirectly from events occurring
              after the shipment of such products by AII unless directly caused
              by AII.

THE WARRANTIES SPECIFIED IN THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES
GIVEN BY AII WITH RESPECT TO PRODUCTS AND SERVICES SOLD OR PROVIDED BY AII. AII
GIVES AND MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED,
OTHER THAN THAT EXPRESSLY SET FORTH HEREIN. NO REPRESENTATIVE OF AII IS
AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR MODIFY THIS
WARRANTY IN ANY WAY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO
IMPLIED WARRANTY OF MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR ANY
PARTICULAR PURPOSE AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF
PERFORMANCE IS GIVEN OR MADE BY AII OR SHALL ARISE BY OR IN CONNECTION WITH ANY
SALE OR PROVISION OF PRODUCTS OR SERVICES BY AII, OR ZIPLINK'S USE OF ANY
PRODUCTS OR SERVICES OR AII'S AND/OR ZIPLINK'S CONDUCT IN RELATION THERETO OR TO
EACH OTHER AND IN NO EVENT SHALL AII HAVE ANY LIABILITY OR OBLIGATION

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WHATSOEVER UNDER OR IN CONNECTION WITH ANY SUCH WARRANTY WITH RESPECT TO ANY
PRODUCTS OR SERVICES.

         4.7  LIMITATION ON AII'S LIABILITY: Ziplink acknowledges that it does
              not rely on, and waives any claim relating to, any recommendation
              or instruction given to Ziplink by AII or any of its
              representatives regarding the specification, storage, handling or
              use of products purchased and sold hereunder, which recommendation
              or instruction shall be followed by or acted upon Ziplink entirely
              at Ziplink's own risk.

IN NO EVENT SHALL AII BE LIABLE TO THE ZIPLINK FOR ANY INDIRECT, PUNITIVE,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR RELATED TO
THIS AGREEMENT OR THE PRODUCTS OR SERVICES PROVIDED IN CONNECTION HEREWITH
(INCLUDING LOSS OF PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER
ARISING, WHETHER FOR BREACH OF THIS AGREEMENT, INCLUDING BREACH OF WARRANTY OR
IN TORT, EVEN IF THAT PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF
SUCH DAMAGE. SUBJECT TO SECTION 7.2 BELOW, AII SHALL BE LIABILE TO THE ZIPLINK
FOR THE ZIPLINK'S PROVEN DIRECT DAMAGES TO THE EXTENT CAUSED, AS DETERMINED BY A
COURT OF COMPETENT JURISDICTION, BY AII, ARISING OUT OF, OR IN CONNECTION WITH,
THE SALE OR USE OF THE PRODUCTS OR SERVICES SOLD HEREUNDER, THE TRANSACTIONS
CONTEMPLATED HEREBY, OR AII OR ZIPLINK'S CONDUCT OR ACTIONS IN RELATION TO ANY
OF THE SAME OR TO EACH OTHER ("CLAIMS") IN AN AMOUNT NOT TO EXCEED TWICE THE
AMOUNT(S) ACTUALLY RECEIVED BY AII FROM ZIPLINK AS PURCHASE PRICE FOR THE
SPECIFIC PRODUCT(S) OR SERVICE(S) WHICH GIVE RISE TO AII'S LIABILITY.

         4.8  MAINTENANCE, SUPPORT, TRAINING: Any maintenance, support or
              training services other than those set forth in this Agreement
              that may be requested by Ziplink may also be subject to a separate
              AII term sheet and AII may require Ziplink to enter into a
              separate agreement therefor, which services would then be provided
              at an additional charge.

5.       SERVICES

         5.1  SERVICES: AII shall provide Ziplink's employees with training
              related to the Product. EXHIBIT C attached hereto details the
              training options available. AII shall provide Ziplink with a two
              thousand dollars ($2,000.00) credit against the costs of training
              for every one hundred thousand dollars ($100,000.00) of Product
              purchased by Ziplink. Such one hundred thousand dollars ($100,000)
              shall be based upon the net

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<PAGE>

              price of Product paid by Ziplink to AII.

         5.2  SERVICE AND SUPPORT: EXHIBIT D sets forth the other service and
              support agreements of the parties. Failure to provide support and
              service pursuant to the terms of Exhibit D of this Agreement
              within thirty (30) days after receipt by AII of notice of such
              failure shall constitute a material breach of the Agreement.
              Pricing for support shall be set forth in Exhibit D. Ziplink will
              notify AII within thirty (30) days after shipment of each Product
              that it does not desire support for such Product.

         5.3  GUARANTY OF SERVICE: There shall be no restocking charges for
              Product returned because of defect or where Service has not been
              provided as required by this Agreement. In addition, provided that
              Ziplink is not in material breach of this Agreement at the time it
              obtains or renews such Service, for three (3) years from the date
              of shipment of the applicable Product, AII shall have a continuing
              obligation to Ziplink to offer maintenance and service support for
              Product subject to Exhibit D notwithstanding Ziplink's continuing
              purchase of Product or the termination of other provisions of this
              Agreement.

         5.4  General Terms Related to Service

        5.4.1 Ziplink's order for Service will be according to the terms of
              AII's then current Service description.

        5.4.2 To be eligible for Services, Products to be serviced must be in
              good operating condition at current specified revision levels. AII
              may charge its standard rates in effect on the date of Ziplink's
              Service order is place to make Products eligible for Services.

        5.4.3 Relocation of Products is Ziplink's sole responsibility and may
              result in adjustments to Service charges and changes to Service
              response times. If Products are relocated outside the continental
              United States, their continued Service will also be subject to the
              reasonable availability of a AII authorized service provider.

        5.4.4 Ziplink is responsible for the security of its proprietary and
              confidential information and for maintaining a procedure external
              to the Products to reconstruct lost or altered Ziplink files, data
              or programs. Ziplink agrees to have its representative present
              when AII provides Service. Ziplink agrees to notify AII if
              Products are being used in an environment which poses a potential
              health hazard to AII's employees or subcontractors.

        5.4.5 Services may be furnished by AII, or for AII by AII's
              subcontractor, or a AII authorized Service provider.

        5.4.6 All replaced parts will become the property of AII on an exchange
              basis.

        5.4.7 Diagnostics, documentation, spare parts, tools, test equipment and
              other material
<PAGE>

              used in the performance of installation, warranty, maintenance or
              professional services ("Services") may be furnished by AII, or
              with Products, or stored at Ziplink's facility. AII grants no
              title or license to such material and it remains the exclusive
              property of AII. Ziplink agrees to promptly return all such
              material to AII upon AII's written request.

6.       TERM AND TERMINATION

         6.1  TERM: The initial term of this Agreement is one (1) year.
              Thereafter this Agreement will automatically renew for one (1) one
              (1) year term, unless it is earlier terminated by written notice
              thirty (30) days prior to the end of the initial term.

         6.2  TERMINATION UPON DEFAULT: If either party defaults in the
              performance of any of its material obligations hereunder or
              defaults under any agreement with any Affiliate of the other party
              and if such default is not corrected within thirty (30) days after
              written notice thereof by the other party, then the non-defaulting
              party, at its option, may, in addition to any other remedies it
              may have, terminate this Agreement by giving written notice of
              termination to the defaulting party.

         6.3  TERMINATION FOR CONVENIENCE: Subject to the applicable provisions
              set forth herein, either party may terminate this Agreement after
              providing ninety (90) days prior written notice to the other
              party.

         6.4  TERMINATION FOR CAUSE: This Agreement may be terminated by either
              party, on written notice, (i) if the other party becomes
              insolvent, (ii) upon the institution by the other party of
              insolvency, receivership or bankruptcy proceedings or any other
              proceedings for the settlement of its debts, (iii) upon the
              institution of such proceedings against the other party, which are
              not dismissed or otherwise resolved in such other party's favor
              within sixty (60) days thereafter, (iv) upon the other party's
              making a general assignment for the benefit of creditors, or (v)
              upon the other party's dissolution or ceasing to conduct business
              in the normal course.

         6.5  EFFECT OF TERMINATION OR EXPIRATION: Termination or expiration of
              this Agreement shall not relieve Ziplink's payment obligations
              incurred during the term of this Agreement. In addition, Sections
              3.5, 3.7, 4.1, 4.3, 4.4, 4.5, 4.6, 4.7, 6.5, 7, 8, 9, 10 and 11
              shall survive expiration or termination and remain in effect
              thereafter. Provided Ziplink is not in material breach of this
              Agreement, AII shall complete all work in progress commenced
              against uncanceled purchase orders and shall deliver the Product
              specified in such uncanceled purchase orders.

                                       --
<PAGE>

7.       INDEMNITIES

         7.1  ZIPLINK'S INDEMNITY: Subject to Section 7.2 below, Ziplink agrees
              to indemnify, hold harmless and defend AII (and its employees,
              subsidiaries, affiliates, successors, assigns and agents) from and
              against any and all judgments, liabilities, damages, losses,
              expenses and costs (including, but not limited to, court costs and
              attorneys' fees) incurred or suffered by AII, which directly
              relate to or arise out of (i) Ziplink's use, handling, sale or
              distribution of the products sold hereunder, (ii) Ziplink's breach
              of any representation, warranty or obligation hereunder, and/or
              (iii) the infringement or violation of any third party's
              intellectual property or other rights arising out of or in
              connection with AII's use of specifications, materials or other
              items provided to AII by Ziplink.

         7.2  AII'S INDEMNITY: AII will defend any action brought against
              Ziplink to the extent based on a claim that a product supplied by
              AII, when used for any of the purposes contemplated by AII,
              directly infringes a third party United States patent or United
              States copyright. AII will pay any award against Ziplink, or
              settlement entered into on Ziplink's behalf, based on such
              infringement only if Ziplink notifies AII promptly in writing of
              the claim, provides reasonable assistance in connection with the
              defense and/or settlement thereof, at AII's expense, and permits
              AII to control the defense and/or settlement thereof. AII shall
              have no liability if the alleged infringement is caused by (i) use
              of other than the then-most-recent version of such product
              provided by AII to Ziplink hereunder, (ii) use of a product for
              which AII has provided Ziplink with modifications or substitute
              products pursuant to Section 7.3 below, if use of such
              modifications or substitute products would have prevented the
              claim, or (iii) any combination of AII's product with Ziplink's
              product or other non-AII equipment, programs or data, where AII's
              product alone would not have given rise to the claim.

         7.3  MODIFICATIONS/SUBSTITUTIONS: In the event of an infringement
              action against Ziplink with respect to a Product supplied by AII,
              or in the event AII believes such a claim is likely, AII shall be
              entitled, at its option but without obligation or additional cost
              to Ziplink or its customers, to (i) appropriately modify such
              Products, or substitute other products which, in AII's opinion, do
              not infringe any third party intellectual property rights;
              provided, that such modifications or substitutions shall not
              materially affect the fit or function of such Products; (ii)
              obtain a license with respect to the applicable third party
              intellectual property rights; or (iii) if neither (i) nor (ii) is
              commercially practicable, terminate Ziplink's licenses hereunder.

         7.4  AII'S ENTIRE LIABILITY: Notwithstanding anything contained herein,
              this Section 7 states AII's entire liability for actual or alleged
              infringement of intellectual property rights.

                                       --
<PAGE>

8.       CONFIDENTIALITY

         8.1  DESIGNATION: As used in this Agreement, the term "Confidential
              Information" shall mean any information disclosed by one party to
              the other pursuant to this Agreement which is in written, graphic,
              machine readable or other tangible form and is marked
              "Confidential", "Proprietary", or in some other manner to indicate
              its confidential nature. Confidential Information may also include
              oral information disclosed by one party to the other pursuant to
              this Agreement, provided that such information is designated as
              confidential at the time of disclosure and is reduced to writing
              by the disclosing party within a reasonable time (not to exceed
              thirty (30) days) after its oral disclosure, and such writing is
              marked in a manner to indicate its confidential nature and
              delivered to the receiving party. Notwithstanding any failure to
              so identify it, however, all Software source code shall be AII
              Confidential Information.

         8.2  EFFECT OF DESIGNATION: Each party shall treat as confidential all
              Confidential Information of the other party, shall not use such
              Confidential Information except as set forth herein, and shall use
              reasonable efforts not to disclose such Confidential Information
              to any third party. Without limiting the foregoing, each of the
              parties shall use at least the same degree of care which it uses
              to prevent the disclosure of its own confidential information of
              like importance to prevent the disclosure of Confidential
              Information disclosed to it by the other party under this
              Agreement. Each party shall promptly notify the other party of any
              actual or suspected misuse or unauthorized disclosure of the other
              party's Confidential Information.

         8.3  EXCEPTIONS: Notwithstanding the above, neither party shall have
              liability to the other with regard to any Confidential Information
              of the other which the receiving party can prove:

              i)   was in the public domain at the time it was disclosed or has
                   entered the public domain through no fault of the receiving
                   party;
              ii)  was known to the receiving party, without restriction, at the
                   time of disclosure, as demonstrated by files in existence at
                   the time of disclosure;
              iii) is disclosed with the prior written approval of the
                   disclosing party;
              iv) was independently developed by the receiving party without any
                  use of the Confidential Information, as demonstrated by files
                  created at the time of such independent development;
              v)   became known to the receiving party, without restriction,
                   from a source other than the disclosing party without breach
                   of this Agreement by the receiving party and otherwise not in
                   violation of the disclosing party's rights;
              vi)  is disclosed pursuant to the order or requirement of a court,
                   administrative agency, or other governmental body; provided,
                   however, that the receiving party shall provide prompt notice
                   thereof to the disclosing party to enable the disclosing
                   party to seek a protective order or otherwise prevent or
                   restrict such disclosure.

                                       --
<PAGE>

         8.4  RETURN OF MATERIALS: Upon expiration or termination of this
              Agreement, each party shall return all Confidential Information
              received from the other party.

         8.5  PRESS RELEASES: Except as to its Affiliates, as part of a
              governmental inquiry, pursuant to a court order or where such
              disclosure is limited to the existence of a relationship between
              the parties, neither party shall disclose by press release or
              other marketing/sales material the basis of the relationship
              between them or this Agreement without the written authorization
              of the other party which will not be unreasonably withheld,
              conditioned or delayed. However, written authorization once given
              will apply to additional substantially similar uses until such
              authorization is revoked, i.e. written authorization to disclose
              the relationship in a marketing proposal will allow disclosure in
              other marketing proposals until such authorization is revoked.


9.       TITLE

         9.1  TITLE: Subject to Section 3.7 herein, title to all Products sold
              by AII to Ziplink shall pass from AII to Ziplink when Ziplink has
              paid in full for such Products. However, if Ziplink should fail to
              pay when due any amount Ziplink owes to AII on account of such
              Products, AII shall have, in addition to any other rights of AII,
              the right (without liability of AII) to repossess such Products or
              to require Ziplink to effect (at Ziplink's expense) return
              delivery of such products to AII. In addition, until Ziplink has
              paid to AII the entire amount due to AII for such Products,
              Ziplink agrees that each Product is, and shall at all times be and
              remain, the sole and exclusive property of AII. Ziplink shall have
              no right, title or interest therein, except as expressly set forth
              herein. Ziplink will execute and deliver to AII all such
              instruments and documentation reasonably requested by AII
              confirming AII's ownership interest in such Product(s). To the
              extent that Ziplink is deemed to receive any interest in the
              Product(s) that this Agreement shall constitute a financing under
              applicable law, then Ziplink hereby grants to the AII a security
              interest in and to the Product(s). Ziplink agrees to execute and
              file Uniform Commercial Code financing statements and to take
              whatsoever action as is requested by AII necessary or beneficial
              to protect or perfect AII's interest in any or all of the
              Product(s) or the payments due hereunder. AII may file a copy of
              this Agreement, as well as any Order, as a financing statement. To
              facilitate the foregoing, Ziplink covenants that it will not move
              any Product(s) from the site of its delivery (any such removal
              also requiring the written consent of the AII), change its
              principal place of business or chief executive office from its
              address as set forth in this Agreement or change its name (or do
              business in any other name) in each case without providing to AII
              at least thirty (30) days' prior written notice.

                                       --

<PAGE>

10.      INTELLECTUAL PROPERTY RIGHTS

         10.1 OWNERSHIP: No ownership interest in intellectual property rights
              shall pass from AII to Ziplink under this Agreement. AII shall
              have and retain all intellectual property rights in the results of
              development work relating to Products or Services. AII may
              incorporate the results of any developmental work into Products or
              other Services for use, license, lease or other disposition.

         10.2 SOFTWARE. Any software delivered to Ziplink under this Agreement
              shall be subject to the terms of the non-exclusive license in
              Section 3.7. Ziplink shall obtain no proprietary rights to such
              software. Ziplink shall not and shall not attempt to change,
              modify, deface, alter, reproduce or disclose the programming
              content of any software without AII's express written consent.
              Ziplink's failure to abide by any of these restrictions shall
              constitute a material breach of this Agreement giving AII cause to
              immediately terminate this Agreement.

11.      YEAR 2000 MATTERS

11.1     YEAR 2000 MATTERS: AII warrants to Ziplink that the Products
         manufactured by AII and sold hereunder, to the extent used in
         accordance with user documentation supplied by AII, will not improperly
         generate, record, interpret, exchange or display dates within calendar
         year 2000, provided no product communicating with AII's Products
         improperly generates, records, interprets, exchanges or displays such
         dates. AII's sole liability and Ziplink's exclusive remedy for breach
         of the above warranty is for AII, at its sole option, and provided
         Ziplink has notified AII promptly after discovery of a non-conformity
         (but in no event later than December 31, 2000), to repair or replace
         non-conforming hardware, or to provide a maintenance release, patch or
         workaround for non-conforming software.

12.      GENERAL TERMS

         12.1 GOVERNING LAW/ATTORNEYS' FEES: This Agreement shall be governed by
              and construed and enforced in accordance with the laws of the
              State of Texas without regard to its conflicts of law rules. In
              the event it becomes necessary for either party to employ an
              attorney in order to enforce the terms hereof, or to protect the
              rights of either party hereunder, and such party is successful in
              any action in connection therewith, the other party agrees to pay
              such prevailing party the reasonable attorneys' fees and legal
              costs incurred.

         12.2 WAIVER/SEVERABILITY/AMENDMENTS: No failure or delay by a party
              hereto in exercising any right, power or remedy under this
              Agreement, and no course of dealing between the parties hereto,
              shall operate as a waiver of any such right, power or

                                       --

<PAGE>

              remedy. The terms and provisions of this Agreement may be waived,
              or consent for the departure therefrom granted, only by written
              document executed by the party entitled to the benefits of such
              terms and provisions. No such waiver or consent shall be deemed to
              be or shall constitute a waiver or consent with respect to any
              other term or provision of this Agreement, whether or not similar.
              Each such waiver or consent shall be effective only in the
              specific instance and for the purpose for which it was given, and
              shall not constitute a continuing waiver or consent. The
              invalidity or unenforceability, in whole or in part, of any
              provision, term or condition hereof shall not affect the validity
              and enforceability of the remainder of such provision, term and
              condition or any other provision, term or condition. This
              Agreement may not be amended except by written agreement of AII
              and Ziplink expressly referring herein.

         12.3 RELATIONSHIP OF THE PARTIES: The parties hereto are independent
              contractors. Nothing contained herein or done in pursuance of this
              Agreement shall constitute either party the agent of the other
              party for any purpose or in any sense whatsoever, or constitute
              the parties as partners or joint venturers.

         12.4 ASSIGNMENT: This Agreement shall be binding upon and inure to the
              benefit of the parties hereto and their respective successors and
              assigns. Neither party may assign any of its rights, obligations
              or privileges (by operation of law or otherwise) hereunder without
              the prior written consent of the other party, which shall not be
              unreasonably withheld; provided, that AII shall have the right to
              assign its rights, obligations and privileges hereunder to an
              acquirer of all or substantially all of its business or assets
              without obtaining any consent from Ziplink to such assignment.

         12.5 NOTICES: Any notice required or permitted to be given by either
              party under this Agreement shall be in writing and shall be
              personally delivered or sent by certified or registered letter, or
              by telecopy confirmed by registered or certified letter, to the
              other party at its address set forth below, or such new address as
              may from time to time be supplied by the parties hereto in
              accordance with the procedures set forth in this Section 12.5 If
              mailed, notices will be deemed effective three (3) working days
              after deposit, postage prepaid, in the mail.

              If to Ziplink:        Ziplink, Inc.
                                    900 Chelmsford Street
                                    Tower One, Fifth Floor
                                    Lowell, MA  01851
                                    Attn.:  Chief Financial Officer

                                       --

<PAGE>

              If to AII:            Alcatel Internetworking, Inc.
                                    26801 West Agoura Road
                                    Calabasas, CA 91301
                                    Attn.: Legal Department

         12.6 FORCE MAJEURE. Notwithstanding anything else in this Agreement,
              and except for the obligation to pay money, no default, delay or
              failure to perform on the part of either party shall be considered
              a breach of this Agreement if such default, delay or failure to
              perform is shown to be due to causes beyond the reasonable control
              of the party charged with a default, including, but not limited
              to, causes such as strikes, lockouts or other labor disputes,
              riots, civil disturbances, actions or inactions of governmental
              authorities, epidemics, war, embargoes, severe weather, fire,
              earthquakes, acts of God or the public enemy, nuclear disasters,
              or default of a common carrier; provided, that for the duration of
              such force majeure the party charged with such default must
              continue to use all reasonable efforts to overcome such force
              majeure.

         12.7 ENTIRE AGREEMENT. The terms and conditions herein contained
              constitute the entire agreement between the parties and supersede
              all previous agreements and understandings, whether oral or
              written, between the parties hereto with respect to the subject
              matter hereof.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by duly authorized officers or representatives as of the date first above
written.


ALCATEL INTERNETWORKING, INC.               ZIPLINK, INC.
("AII")                                     ("ZIPLINK" or "YOU")



<TABLE>
<S>                                         <C>
Print Name: /s/ Thomas Burns                Print Name: /s/ Gary P. Strickland
            -----------------------                     -----------------------
Title: CHIEF FINANCIAL OFFICER                    Title: CHIEF FINANCIAL OFFICER
</TABLE>


                                       --

<PAGE>



                                    EXHIBIT A

                               PRODUCTS AND PRICES

AII agrees to provide Ziplink a discount of * (the "Discount") from AII's then
current list price for all access concentration hardware. The Discount shall be
in effect for twelve (12) months after the Effective Date of this Agreement;
prior to the expiration of such twelve (12) month period, the parties will meet
to agree upon future prices.

         *Any "SCM-90" with channelized T3 port "modules purchased prior to
         general availability of "SCM-120 with channelized T3port" module will
         be upgraded by AII to SCM-120 for the cost differential taking into
         account the agreed discount rate.

         ** Any "Hybrid Access Server 336 channels" module without stac
         compression which is purchased prior to general availability of 336
         channel module with stac compression will be upgraded by AII to support
         stac compression at no charge to Ziplink.

         *** AII shall provide a qualified engineer to Ziplink at no cost to
         Ziplink at Ziplink's office to assure that the purchased SMC software
         is operational upon installation.

PERFORMANCE MATTERS

         1.   AII's equipment is designed to work substantially in accordance
              with AII's specifications indicated in the supplied product and
              technical documentation.

         2.   Joint AII/Ziplink meetings will be held on a regular,
              pre-determined basis at Ziplink's Lowell facility to track
              deployment, installation, and project progress throughout the
              course of the implementation. AII's account team, in addition to
              AII's support engineers, will participate through either on-site
              presence or via teleconference. In this manner, the parties should
              be able to track issues, coordinate critical events, provide
              technical assistance, etc.

         3.   AII will work with Ziplink's team to identify a performance index
              that can be routinely monitored as an assessment of network health
              availability. Ziplink will monitor and track this parameter and,
              in the event that the index falls below an agreed upon level, AII
              will initiate a support escalation process as indicated in Exhibit
              D.

         4.   AII will work with the Ziplink's team to derive a mutually
              acceptable set of network error conditions to assist in the
              diagnosis, trouble-shooting, and escalation for the AII support
              team to meet these performance guarantees.

                                       --

<PAGE>

                                    EXHIBIT B

                            ENGINEERING ENHANCEMENTS



1.       AII will have available to Ziplink the following Enhancements:

         User interface DS-0 activity display with DS-0 global counter.

         Domain-based forwarding enhancements - option to strip or not strip
         domain name with same call policy but different DBR entries & option to
         overwrite existing domain name using separate call policy.

         RADIUS secret separate for authentication and accounting server.


     2.  AII will have available the following Product Enhancements by December
         31, 1999:

         Provide command line PPP user name lookup query to find specific
         session information.

         Provide command line global lookup of all detected connections showing
         DNIS, CallerID, and connected ports including all connections prior to
         successful PPP negotiation.

         Provide capability to view PPP session information and associated modem
         port diagnostics/statistics together.

         Provide ability to query system for NASID and Class RADIUS attributes
         with SNMP.

         Provide ISDN dial-out backup services.


     3.  AII will make reasonable efforts to make available Product Enhancements
         To Implement by June 30, 2000.

         Provide unique session ID with each syslog message so that all related
         connection records from beginning of DS-0 activity to call completion
         can be readily greped from syslog file.

                                       --

<PAGE>

                                    EXHIBIT C

                                    TRAINING

AII shall conduct on a one-time basis a 3-day training session at Ziplink's
Lowell facility for ten (10) of Ziplink's engineers. The options and elements of
this program are detailed below.

         1.   AII will offer a Multiservice Access Concentrator Technical
              Training Course in Milpitas.

         2.   On site training at a cost of thirty-five hundred dollars ($3500)
              per day.

The training session will be substantially as follows:


OVERVIEW:

This course provides a complete overview in the use and configuration of AAT
multiservice access concentrator family. Topics include both narrowband dial and
broadband remote access server configurations.


PREREQUISITES:

An understanding of telephonic transmission schemes, basic networking knowledge,
including Ethernet, Frame Relay, and ATM, as well as IP and IPX routing
principles.


WHAT YOU WILL LEARN:

Typical business models and configurations for AAT products

Hardware and software overview, including installation concepts

Configuration for both narrowband and broadband RAS applications, including
analog and ISDN dial, dedicated Frame Relay aggregation and concentration,
PPP over ATM, and PPP over Ethernet

Troubleshooting techniques

Using the Command Line Interpreter and the AssuredVision graphical user
interface


IN THE LABORATORY SESSION, YOU WILL:

Install various hardware components into the chassis
Log onto an Assured Access technology switch

Create IP addresses and IP pools

Create Call Policy databases and determine RADIUS capabilities

Configure packet and call routing based on different service models
Identify typical problems and their solutions

                                       --


<PAGE>

                                    EXHIBIT D
                                     SUPPORT

The Service described below ("Support") is included with each Product for the
first year following shipment. The cost for each additional year of Support
for years two and three is             *           of the list price for the
applicable Product at the time of sale, less the      *      discount off the
list price. Support may only purchased in Year 3 for Products for which
Support was purchased in Year 2. Support for years 2 and 3 must be ordered in
writing prior to the first day of the applicable twelve month period, i.e.
Year 2 and 3. Additional service requirements will be subject to mutual
agreement of the parties. However, pricing for Support shall be subject to
change at any time twenty-four (24) months after the Effective Date of this
Agreement. Support will only be performed in the United States. Payment for
Support shall be due quarterly in advance. AII may suspend all Support at any
time that payment for any Support is more than thirty (30) days overdue.
Subject to Section 12.6, AII agrees after it determines that a hardware
failure in the United States which is covered by Support exists, it will
provide on site support within eight (8) hours of such determination.

ADVANCE REPLACEMENTS

The principal period of maintenance for the parts delivery of this service
description is Monday through Friday from 7am to 5pm EST, excluding AII
holidays. AII will ship, at its expense, a replacement hardware component to the
site location designated by Ziplink for arrival on the business day following
completion of AII diagnosis, provided that diagnosis is completed prior to 5pm
EST. If diagnosis is completed after 5pm EST, then AII shall ship the
replacement hardware component for arrival on the second business day. AII will
incur the shipping expenses for returning the failed component to complete the
replacement process. The failed component becomes the property of AII. If AII
does not receive the failed component within thirty (30) days of its failure,
then AII shall invoice and Ziplink shall pay the full purchase price of the
replaced component.


7 X 24 TECHNICAL RESPONSE CENTER (TRC)

AII provides SUPPORTPLUS customers with access to our technical response centers
seven (7) days a week, twenty-four (24) hours a day for product-related
questions or problems. SUPPORTPLUS customers shall have priority over callers
requesting technical support under standard warranty. Total hold time before
speaking directly to an AII support engineer averages less than one (1) minute.
AII has technical response centers in Boston, Los Angeles, Amsterdam and
Singapore.


7 X 24 REMOTE DIAGNOSTICS

SUPPORTPLUS customers will receive TELNET and dial-in assistance from certified
AII support engineers. Remote access allows our technical experts to perform
"in-box" diagnostics seven (7) days a week, twenty-four (24) hours a day.
Real-time access to


                                     --

<PAGE>

configuration parameters, hardware and software revision levels, and port
statistics will allow AII to quickly resolve technical issues.


WEB SERVICES

Your organization's contract number and password(s) will allow you to access the
AII customer service web page. Web services include: access to your support
cases, return material authorizations, on-line problem escalation, known problem
reports, release notes, troubleshooting guides and training registration.


SOFTWARE UPDATES

SUPPORTPLUS customers will receive software notifications via electronic mail
(e-mail). This program provides software updates that include AII monthly
maintenance releases, patch releases, and enhancements. This does not include
Internet Protocol Firewall (IPF), Network Management Software (NMS) or OmniMSS
Software.

If AII is unable to complete its diagnosis via telephone, AII may, at its sole
discretion, dispatch a service engineer to the Ziplink's site in order to
facilitate an AII diagnosis. There shall be no additional charge to Ziplink for
such dispatch unless AII has dispatched the technician at the request of the
Ziplink in order to verify or confirm a diagnosis by AII that the reported
problem is caused by third party equipment.

Ziplink is responsible for ensuring that the Products are used and maintained in
accordance with the applicable Product documentation. The Products may not be
altered or modified unless performed or authorized by AII. AII shall have no
liability or obligations hereunder for failure of the Products to conform to
published specifications resulting from the combination of the Products with any
third party hardware or software not authorized in AII published documentation
or when caused by Ziplink's inability to use the products if they are operating
substantially in accordance with published specifications.

At any site where Ziplink is purchasing this Service for a particular Product,
Ziplink MUST cover all "like" Products at such site under this Service. (By way
of example, all Omni products are "like" Products. Therefore, an Ethernet Omni
is a "like" Product to a Token Ring Omni, but not a "like" Product to an
Ethernet Omni Stack.) Ziplink may not split the coverage of a Systems of "like"
Products at any one site between this Service Description and Service
Descriptions of lesser coverage or no coverage at all.


                                       --

<PAGE>


SUPPORTTOTAL SERVICE DESCRIPTION

The cost for this service is    *    of the list price for the equipment at the
time of sale, less the    *    discount for the first year (warranty delta)
and    *     of the list price for the Product at the time of sale, less
the    *    discount off list price for each of year 2 and 3. Service may only
be purchase in Year 3 for Products for which service was purchased in Year 2.
Additional service requirements will be subject to mutual agreement of the
parties.

Advance Replacements

AII'S SUPPORTTOTAL service is an annual maintenance program in which AII will
dispatch a certified service technician to arrive on site, with the hardware
replacement, within four (4) hours of diagnosis. The principal period of
maintenance for the parts delivery of this service description is seven (7) days
a week, twenty-four (24) hours a day. The site must be within sixty (60) miles
from the nearest parts depot of AII or any of its authorized representatives.
AII's certified service technician will de-install the failed hardware and
install the replacement hardware. The certified service technician will return
the failed hardware, which becomes the property of AII, to complete the
replacement process.


7 X 24 TECHNICAL RESPONSE CENTER (TRC)

AII provides SUPPORTTOTAL customers with access to our technical response
centers for product-related questions or problems. SUPPORTTOTAL customers shall
have priority over callers requesting technical support under standard warranty.
Total hold time before speaking directly to an AII support engineer typically
averages less than one (1) minute. AII has technical response centers in Boston,
Los Angeles, Amsterdam and Singapore.


7 X 24 REMOTE DIAGNOSTICS

SUPPORTTOTAL customers will receive TELNET and dial-in assistance from certified
AII support engineers. Remote access allows one of our technical experts to
perform "in-box" diagnostics seven (7) days a week, twenty-four (24) hours a
day. Real-time access to configuration parameters, hardware and software
revision levels, and port statistics will allow AII to quickly resolve technical
issues.

Web Services

Your organization's contract number and password(s) will allow you to access the
AII customer service web page. Web services include: access to your support
cases, return material authorizations, on-line problem escalation, known problem
reports, release notes, troubleshooting guides and training registration.

                                       --
<PAGE>

Software Updates

SUPPORTTOTAL customers will receive software notifications via electronic mail
(e-mail). This program provides software updates that include AII monthly
maintenance releases, patch releases, and enhancements. This does not include
Internet Protocol Firewall (IPF), Network Management Software (NMS) or OmniMSS
Software.

If AII is unable to complete its diagnosis via telephone, AII may, at its sole
discretion, dispatch a service engineer to the Ziplink's site in order to
facilitate an AII diagnosis. There shall be no additional charge to Ziplink for
such dispatch unless AII has dispatched the technician at the request of the
Ziplink in order to verify or confirm a diagnosis by AII that the reported
problem is caused by third party equipment.

Ziplink is responsible for ensuring that the Products are used and maintained in
accordance with the applicable Product documentation. The Products may not be
altered or modified unless performed or authorized by AII. AII shall have no
liability or obligations hereunder for failure of the Products to conform to
published specifications resulting from the combination of the Products with any
third party hardware or software not authorized in AII published documentation
or when caused by Ziplink's inability to use the products if they are operating
substantially in accordance with published specifications.

At any site where Ziplink is purchasing this Service for a particular Product,
Ziplink must cover all "like" Products at such site under this Service. (By way
of example, all Omni products are "like" Products. Therefore, an Ethernet Omni
is a "like" Product to a Token Ring Omni, but not a "like" Product to an
Ethernet Omni Stack.) Ziplink may not split the coverage of a Systems of "like"
Products at any one site between this Service Description and Service
Descriptions of lesser coverage.



                                       --
<PAGE>

                       SERVICE CALL ESCALATION GUIDELINES

PROBLEM PRIORITIES DEFINITIONS:

Priority One

Company (Ziplink's) production network is down causing critical impact to
business operations if service is not restored quickly. No work around is
available. Company and Ziplink are willing to commit available resources around
the clock to resolve the situation.

Priority Two

Company (Ziplink's) production network is severely degraded impacting
significant aspects of business operations. No work around is available. Company
and Ziplink are willing to commit available resources during business hours to
resolve the problem.

Priority Three

Company (Ziplink's) Network performance is degraded. Network functionality is
noticeably impaired but most business operations continue.

Priority Four

Company (Ziplink's) requires information or assistance on Product capabilities,
installation, or configuration.

Technical Action Plan "Ownership" Escalation Guidelines


<TABLE>
<CAPTION>
ELAPSED TIME     PRIORITY ONE          PRIORITY TWO         PRIORITY THREE       PRIORITY FOUR
----------------------------------------------------------------------------------------------
<S>             <C>                    <C>                 <C>               <C>
1 Hour          Customer Service       Customer Service    Customer Service  Customer Service

4 Hours         Customer Service
                    Manager

8 Hours                    Engineering        Customer Service
                             Reviews               Manager

12 Hours                  Engineering             Engineering
                             "Owns"                 Reviews

24 Hours                  Engineering                Engineering               Customer Service
                           Management                  "Owns"                      Manager

48 Hours                  Engineering
                          Management
</TABLE>