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[LEVEL 3 COMMUNICATIONS LOGO]                                      EXHIBIT 10.26

                          GENERAL TERMS AND CONDITIONS
                            FOR DELIVERY OF SERVICE

These Terms and Conditions for Delivery of Service are applicable to Customer
Orders executed by Customer for Services delivered by Level 3 Communications,
LLC ("Level 3"), and are incorporated into each Customer Order. The Terms and
Conditions include these General Terms and Conditions for Delivery of Service
and all terms and conditions attached thereto which relate to any Service
provided by Level 3 to Customer. These Terms and Conditions are applicable to
sales of Services originating or terminating in the United States.

DEFINITIONS

CONFIDENTIAL INFORMATION: Licensed Software, and all source code, source
documentation, inventions, know-how, and ideas, updates and any documentation
and information related to the Licensed Software, and any non-public
information regarding the business of a party provided to either party by the
other party where such information is marked or otherwise communicated as
being "proprietary" or "confidential" or the like, or where such information
is, by its nature, confidential.

COMMITTED DATA RATE: A commitment made by Customer (where applicable)
obligating it to order and pay for a minimum amount of a Level 3 Service
expressed in Megabits per second (Mbps).

CUSTOMER: The person, firm or corporation so named on the Customer Order.

CUSTOMER ORDER: A request for Level 3 Service submitted by the Customer for
acceptance by Level 3.

FACILITIES: Any and all devices supplied by Level 3 used to deliver Services,
including but not limited to all terminal and other equipment, wires, lines,
circuits, ports, routers, switches, channel service units, data service units,
cabinets, racks, private rooms and the like. Facilities shall not include any
such devices sold to Customer by Level 3 and paid for by Customer or owned by
Customer or any third party.

LICENSED SOFTWARE: Computer software, in object code format only, the use of
which is required for use of Service ordered by Customer.

PREMISES: The location(s) occupied by Customer or its end users to which
Service will be delivered by Level 3. Premises does not include Space as
defined below.

REVENUE COMMITMENT: A commitment made by Customer obligating it to order and
pay for a minimum volume of Services during an agreed term.

SERVICE: A service offered by Level 3 pursuant to a Customer Order.

SPACE: The location(s) within Level 3 gateways into which Customer is permitted
to colocate telecommunications or internet equipment pursuant to a colocation
Customer Order accepted by Level 3.

TARGET INSTALL DATE: A written communication from Level 3 to Customer
indicating the date upon which it is anticipated that Services will be
available to Customer.

SECTION 1. CUSTOMER ORDERS

1.1 SUBMISSION OF CUSTOMER ORDERS. To order any Service, Customer may submit to
Level 3 an order form for Services, completed with Level 3's assistance
("Customer Order") requesting the provision of Service. Level 3's delivery of a
Target Install Date respecting such Service shall constitute Level 3's
acceptance of the Customer Order. The Customer Order and its backup detail
shall set forth the Service, the Premises and/or Space, the prices to be
charged for Services and any applicable term and/or Revenue Commitment.

1.2 UNDERTAKING OF LEVEL 3. If Level 3 issued a Target Install Date respecting
Services, Level 3 will furnish such Services in accordance with the Terms and
Conditions and any Customer Orders.

SECTION 2. BILLING AND PAYMENT

2.1 PAYMENT OF BILLS. Level 3 bills all charges incurred by Customer on a
monthly basis. Level 3 bills in advance for all Services to be provided during
the ensuing month, except for charges which are dependent upon usage of
Service, which are billed in arrears. Billing for partial months will be
prorated based on a Calendar month. All bills are due upon receipt, and become
past due thirty (30) days later. The unpaid balance of any past due bills shall
bear interest at a rate of 1.5% per month (prorated on a daily basis beginning
on the past due date), or the highest rate allowed by law, whichever is less.

To the extent Customer orders any service designated as "Burstable," the
following billing method shall apply: Customer will be billed as set forth above
for its Committed Data Rate. In addition, over each month, Customer's usage of
the Service will be sampled by Level 3 in five minute inbound and outbound
averages. At the end of the month, the top ten percent of the


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<PAGE>   2
inbound and outbound averages shall be discarded. The highest of the resulting
ninetieth percentile for inbound and outbound traffic will be compared to the
Committed Data Rate. If the ninetieth percentile of either inbound or outbound
traffic is higher than the Committed Data Rate, Customer will, in addition to
being billed for its Committed Data Rate, be billed for its utilization of the
Service that exceeds their Committed Data Rate, which shall be billed at the
contracted-for price per Mbps.

2.2 TAXES AND FEES. Except for taxes based on Level 3's net income and ad
valorem, personal and real property taxes imposed on Level 3's property,
Customer shall be responsible for payment of all sales, use, gross receipts,
excise, access, bypass, franchise or other local, state and federal taxes,
fees, charges, or surcharges, however designated, imposed on or based upon the
provision, sale or use of the Services.

2.3 REGULATORY AND LEGAL CHANGES. In the event of any change in applicable law,
regulation, decision, rule or order that materially increases the costs or
other terms of delivery of Service, Level 3 and Customer agree to negotiate
regarding the rates to be charged to Customer to reflect such increase in cost
and, in the event that the parties are unable to reach agreement respecting new
rates within thirty (30) days after Level 3's delivery of written notice
requesting renegotiation, then (a) Level 3 may pass such increased costs
through to Customer, and (b) Customer may terminate the affected Customer Order
without termination liability upon sixty (60) days' prior written notice.

2.4 DISPUTED BILLS. In the event that Customer disputes any portion of a Level
3 bill, Customer must pay the undisputed portion of the bill and submit a
written claim for the disputed amount. All claims must be submitted to Level 3
within sixty (60) days of receipt of billing for those Services. Customer
acknowledges that it is able to and that it is reasonable to require Customer
to dispute bills within that time, and Customer therefore waives the right to
dispute charges not disputed within the time frame set forth above.

2.5 CREDIT APPROVAL AND DEPOSITS. Customer shall provide Level 3 with credit
information as requested, and delivery of Service is subject to credit
approval. Level 3 may require Customer to make a deposit (which will not exceed
Customer's estimated charges for two months' Service) as a condition to Level
3's acceptance of any Customer Order, or as a condition to Level 3's
continuation of Service, which deposit shall be held by Level 3 as security for
payment of Customer's charges. At such time as the provision of Service to
Customer is terminated, the amount of the deposit will be credited to
Customer's account and any credit balance which may remain will be refunded.

2.6 FRAUDULENT USE OF SERVICES. Customer is responsible for all charges
attributable to Customer incurred respecting the Services, even if incurred as
the result of fraudulent or unauthorized use of the Services, unless Level 3
has actual knowledge of the same and fails to notify Customer thereof. Level 3
may, but is not obligated to, detect or report unauthorized or fraudulent use
of Services.

SECTION 3. DISCONTINUANCE OF CUSTOMER ORDERS

3.1 DISCONTINUANCE OF CUSTOMER ORDER BY LEVEL 3. Level 3 may terminate any
Customer Order and discontinue Service without liability:

A. If Customer fails to pay a past due balance for Services within thirty (30)
days of written notice thereof provided by Level 3;

B. If Customer violates any law, rule, regulation or policy of any government
authority having jurisdiction over the Services; if Customer makes a material
misrepresentation in any submission of information in a Customer Order or other
submission of information to Level 3; if Customer engages in any fraudulent use
of the Services; or if a court or other government authority having
jurisdiction over the Services prohibits Level 3 from furnishing the Services;

C. If Customer fails to cure its breach of any provision of these Terms and
Conditions or any Customer Order within thirty (30) days written notice thereof
provided by Level 3;

D. If Customer files bankruptcy, for reorganization, or fails to discharge an
involuntary petition therefore within sixty (60) days;

E. If Customer's use of the Services materially exceeds Customer's credit
limit, unless within fourteen (14) days written notice thereof by Level 3,
Customer provides adequate security for payment for the Services.

3.2 EFFECT OF DISCONTINUANCE. Upon Level 3's discontinuance of Service to
Customer, Level 3 may, in addition to all other remedies that may be available
to Level 3 at law or in equity, assess and collect from Customer any applicable
termination charge.

3.3 RESUMPTION OF SERVICE. If Service has been discontinued by Level 3 and
Customer requests that Service be restored, Level 3 shall have the sole and
absolute discretion to restore such Service. Nonrecurring charges, with the
exception of any charges for the build-out of Colocation Space already paid by
Customer, may apply to restoration of Service.

3.4 DISCONTINUANCE OF CUSTOMER ORDER BY CUSTOMER. Customer shall have the right
to terminate any Customer Order and discontinue Service prior to the end of the
agreed term with respect to which a Customer Order has been executed without
payment of any applicable termination charge if: (i) such Service is


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Unavailable (as defined below) on two or more separate occasions of more than
eight (8) hours each in any 30 day period, and (ii) following written notice
thereof from Customer to Level 3, Level 3 has an Unavailability event of more
than 12 hours at any time within the 12 month period immediately following said
notice. For purposes of the foregoing, Unavailability shall mean the period of
time beginning when Customer reports an outage in its Service to the Level 3
Customer Service and Support Organization (1-877-4LEVEL3) and shall end when
the Service is operative. Unavailability shall not apply to any outage which is
caused by Customer, Customer's end users or any third party, which results from
failure of power or equipment provided by Customer or others, which occurs or
continues during any period in which Level 3 is not given access to the
Premises or the Space, or which results from maintenance events. Customer must
exercise its right to terminate under this Section, in writing, no later than
thirty (30) days after the Unavailability event giving rise to a right of
termination hereunder.

SECTION 4. DELIVERY OF SERVICES

4.1 LEVEL 3 ACCESS TO PREMISES AND SPACE. Customer shall allow Level 3 access to
the Premises to the extent reasonably determined by Level 3 for the
installation, inspection and scheduled or emergency maintenance of
Facilities relating to the Service. Level 3 shall notify Customer two (2)
business days in advance of any regularly scheduled maintenance that will
require access to the Premises. Level 3 retains the right to access any Space
for any legitimate business purpose.

4.2 LEVEL 3 FACILITIES. Level 3 will use reasonable efforts to provide and
maintain the Facilities in good working order. Customer shall not and shall not
permit others to rearrange, disconnect, remove, attempt to repair, or otherwise
tamper with any of the Facilities. If the same occurs without first obtaining
Level 3's written approval, in addition to being a breach by Customer of
Customer's obligations hereunder, Customer shall (1) pay Level 3 the cost to
repair any damage to the Facilities caused thereby; and (2) be responsible for
the payment of service charges in the event that maintenance or inspection of
the Facilities is required as a result of Customer's breach of this Section. In
no event shall Level 3 be liable to Customer or any other person for
interruption of Service or for any other loss, cost or damage caused or related
to improper use or maintenance of the Facilities, unless the same is caused by
the negligence of Level 3, and then only to the extent of Section 5.2.

4.3 TITLE AND POWER. Title to all Facilities (except as otherwise agreed) shall
remain with Level 3. The electric power consumed by such Facilities on the
Premises shall be provided by and maintained at the expense of Customer.
Electric power to the Space shall be provided by Level 3.

4.4 CUSTOMER-PROVIDED EQUIPMENT. Level 3 may install certain Customer provided
communications equipment upon installation of Service and the Facilities, but
unless otherwise agreed by Level 3 in writing, Level 3 shall not thereafter be
responsible for the operation or maintenance of any Customer provided
communication equipment. Level 3 shall not be responsible for the transmission
or reception of signals by Customer-provided equipment or for the quality of,
or defects in, such transmission.

4.5 REMOVAL OF FACILITIES. Customer agrees to allow Level 3 to remove all
Facilities from the Premises:

A. after termination of the Service in connection with which the Facilities
were used; and

B. for repair, replacement or otherwise as Level 3 may determine is necessary,
but Level 3 shall use reasonable efforts to minimize disruptions to the Service
caused thereby.

At the time of such removal, the Facilities shall be in the same condition as
when installed, normal wear and tear excepted. Customer shall reimburse Level 3
for the depreciated cost of any Facilities not in such condition.

4.6 SERVICE SUBJECT TO AVAILABILITY. The furnishing of Service is subject to
the availability thereof, on a continuing basis, and is limited to the capacity
of Level 3 to provide the Service as well as the capacity which Level 3 may
obtain from other carriers to furnish Service from time to time as required at
the sole discretion of Level 3. Nothing in these Terms and Conditions shall be
construed to obligate Customer to submit, or Level 3 to accept, Customer
Orders. In the event Service becomes unavailable pursuant to this paragraph
4.6, Customer shall have the rights set forth in Section 3.4 of these Terms and
Conditions.

SECTION 5. OBLIGATIONS AND LIABILITY LIMITATION

5.1 OBLIGATIONS OF THE CUSTOMER. Customer shall be responsible for:

A. The Payment of all charges applicable to the Service;

B. Damage or loss of the Facilities installed on the Premises or in the Space
(unless caused by the negligence or willful misconduct of the employees or
agents of Level 3);

C. Providing the level of power, heating and air conditioning necessary to
maintain the proper environment on the Premises for the provision of Service;

D. Providing a safe place to work and complying with all laws and regulations
regarding the working conditions on the Premises;

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E. Granting Level 3 or its employees access to the Premises as set forth in
Section 4.1 of these Terms and conditions; and

F. Keeping Level 3's facilities located on Premises free and clear of any liens
or encumbrances.

5.2 LIABILITY. Except as provided in Section 8.4, the liability of Level 3 for
damages arising out of the furnishing of or the failure to furnish Service,
including but not limited to mistakes, omissions, interruptions, delays,
tortious conduct, representations, errors, or other defects, whether caused by
acts of commission or omission, shall be limited to the extension of credit
allowances or refunds due under any applicable Service Level Agreement. Except
as provided in Section 8.4, the extension of such credit allowances or refunds
shall be the sole remedy of Customer and the sole liability of Level 3.

5.3 NO SPECIAL DAMAGES. Notwithstanding any other provision hereof, neither
party shall be liable for any indirect, incidental, special, consequential,
exemplary or punitive damages (including but not limited to damages for lost
profits or lost revenues), whether or not caused by the acts of omissions or
negligence of its employees or agents, and regardless of whether such party has
been informed by the possibility of likelihood of such damages.

5.4 DISCLAIMER OF WARRANTIES. LEVEL 3 MAKES NO WARRANTIES OR REPRESENTATIONS,
EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR
OTHERWISE, INCLUDING WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR
USE, EXCEPT THOSE EXPRESSLY SET FORTH IN ANY APPLICABLE SERVICE LEVEL AGREEMENT.

SECTION 6. SOFTWARE TERMS

6.1 LICENSE. If and to the extent that Customer requires the use of Licensed
Software in order to use the Service supplied under any Customer Order,
Customer shall have a nonexclusive, nontransferable (except pursuant to
paragraph 8.2 hereof) license to use such Licensed Software only and solely to
the extent required to permit delivery of the Service. Customer may not claim
title to or any ownership interest in any Licensed Software (or any derivations
or improvements thereto), and Customer shall execute any documentation
reasonably required by Level 3 to memorialize Level 3's existing and continued
ownership of the Licensed Software.

6.2 RESTRICTIONS. Customer agrees that it shall not:

A. copy the Licensed Software except for emergency backup purposes or as
permitted by the express written consent of Level 3;

B. reverse engineer, decompile or disassemble the Licensed Software;

C. sell, lease, license or sublicense the Licensed Software; or

D. create, write or develop any derivative software or any other software
program based on the Licensed Software.

SECTION 7. CONFIDENTIAL INFORMATION

7.1 DISCLOSURE AND USE. Any Confidential Information disclosed by either party
shall be kept by the receiving party in strict confidence and not disclose to
any third party (except as authorized by these Terms and Conditions) without
the disclosing party's express written consent. Each party agrees to treat all
Confidential Information of the other in the same manner as it treats its own
proprietary information, but in no case will the degree of care be less than
reasonable care.

7.2 RESTRICTED USE. Each party agrees:

A. to use Confidential Information only for the purpose of performance of any
Customer Order or as otherwise expressly permitted by these Terms and
Conditions;

B. not to make copies of Confidential Information or any part thereof except
for purposes consistent with these Terms and Conditions; and

C. to reproduce and maintain on any copies of any Confidential Information such
proprietary legends or notices (whether of disclosing party or a third party)
as are contained in or on the original or as the disclosing party may otherwise
reasonably request.

7.3 EXCEPTIONS. Notwithstanding the foregoing, each party's confidentiality
obligations hereunder shall not apply to information which:

A. is already known to the receiving party;

B. becomes publicly available without fault of the receiving party;

C. is rightfully obtained by the receiving party from a third party without
restriction as to disclosure, or is approved for release by written
authorization of the disclosing party;

D. is developed independently by the receiving party without use of the
disclosing party's Confidential Information;

E. is required to be disclosed by law.

7.4 PUBLICITY. This agreement grants no right to use any party's or its
affiliates' trademarks, service marks or trade names or to otherwise refer to
the other party in any marketing, promotional or advertising materials or
activities. Neither party shall issue any publication or press release relating
to, or otherwise disclose the existence of, or the terms and conditions of any
contractual relationship between Level 3 and Customer, except as may be
required by law.

7.5 REMEDIES. Notwithstanding any other section of these Terms and Conditions,
the non-beaching party


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<PAGE>   5


shall be entitled to seek equitable relief to protect its interests, including
but not limited to preliminary and permanent injunctive relief. Nothing stated
herein shall be construed to limit any other remedies available to the parties.

7.6 SURVIVAL. The obligations of confidentiality and limitation of use shall
survive the termination of any applicable Customer Order.

SECTION 8. GENERAL TERMS

8.1 FORCE MAJEURE. Neither party shall be liable, nor shall any credit allowance
or other remedy be extended, for any failure of performance or equipment due to
causes beyond such party's reasonable control, including but not limited to:
acts of God, fire, flood or other catastrophes; any law, order, regulation,
direction, action, or request of any governmental entity or agency, or any civil
or military authority; national emergencies, insurrections, riots, wars;
unavailability of rights-of-way or materials; or strikes, lock-outs, work
stoppages, or other labor difficulties. In the event any of the foregoing occur
and Level 3 is unable to deliver the Service for fourteen (14) consecutive days,
Customer shall not be obligated to pay Level 3 for the affected Service for so
long as Level 3 is unable to delivery them, provided, however, that the term of
the Customer Order respecting those Services shall be extended for a period of
time equal to the period of time for which Level 3 was unable to provide and
Customer was not required to pay for the affected Service.

8.2 ASSIGNMENT OR TRANSFER. Except with respect to a merger or sale of
substantially all of Customer's Assets, Customer may not transfer, sublease or
assign the use of Service without the express prior written consent of Level 3,
and then only when such transfer or assignment can be accomplished without
interruption of the use or location of Service. Level 3 will not unreasonably
withhold its consent. These Terms and Conditions shall apply to any transferees
or assignees. Customer shall remain liable for the payment of all charges due
under each Customer Order.

8.3 NOTICES. Notices hereunder shall be deemed properly given when delivered, if
delivered in person, or when sent via facsimile, overnight courier, electronic
mail or when deposited with the U.S. Postal Service, (a) with respect to
Customer, the address listed on any Customer Order, or (b) with respect to Level
3, to: Contracts Administration, Level 3 Communications, LLC, 1450 Infinite
Drive, Louisville, CO 80027. Customer shall notify Level 3 of any changes to its
addresses listed on any Customer Order.

8.4 INDEMNIFICATION BY LEVEL 3. Level 3 shall indemnify, defend and hold
Customer harmless from any claim, loss, damage, expense or liability (including
attorney's fees and court costs) (hereinafter "Claims") made against Customer
for property damage, patent infringement or personal injury caused by Level 3's
negligence or willful misconduct.

8.5 INDEMNIFICATION BY CUSTOMER. Customer shall indemnify, defend and hold Level
3 harmless from Claims (including Claims for patent infringement) (i) made
against Level 3 by any end user of Customer in connection with the delivery or
consumption of Service, (ii) made against Level 3 arising out of any commission
or negligent omission by Customer in connection with the Service, or (iii)
arising from Customer's negligence or willful misconduct.

8.6 APPLICATION OF TARIFFS. Level 3 may elect or be required to file with the
appropriate regulatory agency tariffs respecting the delivery of certain
Service. In the event that such tariffs are filed respecting Service ordered by
Customer, then (to the extent such provisions are not inconsistent with the
terms of a Customer Order) the terms set forth in the applicable tariff shall
govern Level 3's delivery of, and Customer's consumption or use of, such
Service.

8.7 CONTENTS OF COMMUNICATIONS. Level 3 does not monitor and shall have no
liability or responsibility for the content of any communications transmitted
via the Service, and Customer shall hold Level 3 harmless from any and all
claims (including claims by governmental entities seeking to impose penal
sanctions) related to such content attributable to Customer or its agents,
employees or end users.

8.8 ENTIRE UNDERSTANDING. These Terms and Conditions, including any Customer
Orders executed hereunder, constitute the entire understanding of the parties
related to the subject matter hereof. In the event of any conflict between these
Terms and Conditions and the terms and conditions of any Customer Order, these
Terms and Conditions shall control. These Terms and Conditions shall be governed
and construed in accordance with the laws of the state of Colorado.

8.9 NO WAIVER. No failure by either party to enforce any rights hereunder shall
constitute a waiver of such right(s).


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<PAGE>   6
                        ADDITIONAL TERMS AND CONDITIONS
                            FOR PRIVATE LINE SERVICE

The following additional terms and conditions are applicable where, pursuant to
a Customer Order, Customer orders metropolitan (local), city to city (within the
United States) and international (from the United States to another country)
private line, non-switchable circuits (the "Private Line Services").

1. Any state or federal tariffs applicable to the Private Line Services to be
delivered under any Customer Order are incorporated into the terms thereof.
Level 3's pricing to Customer for Private Line Services may, if required, be
subject to PUC or other regulatory approval.

2. The nonrecurring charges and monthly recurring rates for the Private Line
Services provided by Level 3 are shall be set forth in each Customer Order.

3. The rates and other charges set forth in each Customer Order are established
in reliance on the term commitment made therein, and Customer shall pay the same
in accordance therewith. In the event that Customer terminates Services ordered
in any Customer Order which is accepted by Level 3 or in the event that the
delivery of Services is terminated due to a failure of Customer to satisfy the
requirements set forth in these Terms and Conditions prior to the end of the
agreed term, Customer shall (unless Customer has made a Revenue Commitment) pay
a termination charge equal to the percentage of the monthly recurring charges
for the terminated Private Line Service calculated as follows:

A. 100% of the monthly recurring charge that would have been incurred for the
private line service for months 1-12 of the agreed term; plus

B. 75% of the monthly recurring charge that would have been incurred for the
Private Line Service for months 13-24 of the agreed term; plus

C. 50% of the monthly recurring charge that would have been incurred for the
Private Line Service for months 25 through the end of the agreed term.

In the event that a Revenue Commitment is made and is then being satisfied by
Customer. Customer may terminate, rearrange or reconfigure the Private Line
Services ordered under a Customer Order without payment of the termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible
for payment of Level 3's then-current standard nonrecurring charges applicable
to such termination, rearrangement or reconfiguration.

4. Level 3 makes the Service Level Agreements in the attached Exhibit "A"
respecting Private Line Service.


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<PAGE>   7
                     Standard Service Level Agreement (SLA)

                    INTERNATIONAL / US NATIONAL PRIVATE LINE

International/National Private Line service will be backed by a Standard Service
Level Agreement that has two components: a Service Delivery SLA and a Network
Performance SLA.

NOTE: The total number of credits per month for both Service Delivery is
limited to four days.

SERVICE DELIVERY SLA

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
US ON-NET CITY                              STANDARD SERVICE DELIVERY INTERVALS
(US NPLS AND IPL)
---------------------------------------------------------------------------------------------------------------
                            Nx64K, DS1, E1*                   DS3                         OC3/OC12
---------------------------------------------------------------------------------------------------------------
                            US NPLS      IPL                  US NPLS      IPL            US NPLS          IPL
---------------------------------------------------------------------------------------------------------------
<S>                         <C>          <C>                  <C>          <C>            <C>              <C>
On-Net                      20 working   20 working           30 working   30 working     40 working       30
                            days         days                 days         days           days
---------------------------------------------------------------------------------------------------------------
Off-Net building within     30 working   60 working           45 working   60 working     60 working       ICB
SSA (either end)            days         days                 days         days           days
---------------------------------------------------------------------------------------------------------------
Off-net building outside    30 working   60 working           45 working   60 working     70 working       ICB
SSA (within 50 miles)       days         days                 days         days           days
(either end)
===============================================================================================================
---------------------------------------------------------------------------------------------------------------
US DOMESTIC SERVED                          STANDARD SERVICE DELIVERY INTERVALS
OFF-NET CITY
---------------------------------------------------------------------------------------------------------------
                                   DSI                        DS3                         OC3
---------------------------------------------------------------------------------------------------------------
One side of the circuit     30 working days                   45 working days             60 working days (70
is served by an off-net                                                                   days would apply if
city POP                                                                                  the customer location
                                                                                          served by the gateway
                                                                                          city is outside of the
                                                                                          SSA)
===============================================================================================================
---------------------------------------------------------------------------------------------------------------
</TABLE>
 *Off-net building must have DS3 local service availability in order to support
**E1 delivery is available in NYC only and is dependent upon local availability
  of E1 delivery

- Single toll-free number to reach Level 3 Customer Service for all customer
  issues, including technical, billing, and product inquiries.

- Mean Time to Respond - Within 30 minutes

- 2 hour calendar month Average Time To Repair (ATTR)

If Level 3 fails to meet any of the guarantees above, Level 3 will review all
reported failures at the end of the month, and calculate the applicable credits:

- Any customer inquiry to the Level 3 Customer Service Center that results in a
  Time to Respond of >30 minutes will result in a one day service credit when
  the customer notifies Level 3 of the failure.

- ATTR is calculated as a monthly average. All reported customer trouble
  tickets will be totaled over the month, then the average time to close each
  ticket will be calculated. If the ATTR is greater than 2 hours, the customer
  will receive a one day service credit.

- Credits will only be applied to events where the Customer reports a failure
  to the Level 3 Customer Care organization. Customers must report any Service
  Delivery failures within five business days of the event.

                                  Page 7 of 18


<PAGE>   8
NETWORK PERFORMANCE SLA

o 99.99% Service Availability

o Target Bit Error Rate(1)

     End-to-end link (Level 3 on-net)        < 1 x 10[-11] at T1 Rate
                                             (equivalent rate for DSO 1 x 10[4])

     End-to-end link (Non-Level 3 access)    < 1 x 10[-7] (Dependent on local
                                             supplier)

* Target Severely Errored Seconds(2)

End-to-end link (Level 3 fiber access)       < 0.008%

End-to-end link (Non-Level 3 access)         < 0.013% (Dependent on local
                                             supplier)

> Availability refers to customer's access point to the Level 3 Backbone
  Network, including their Level 3 provided local access circuit.

> Availability does not include regularly scheduled or emergency maintenance
  events, or customer caused outages or disruptions.

> Customers may report service unavailability events of longer than 15
  consecutive minutes to Level 3 customer service within 48 hours of the event.
  If the event is confirmed by Level 3 customer service, the customer will
  receive a pro-rated service credit that equals the time of the unavailability.

NOTES:

> All measurements are based on monthly averages.

> These guarantees only apply to the Level 3 Network (including the Local Access
  to the customer). They do not apply to off-net city circuits which do not
  transit the Level 3 Backbone Network (or the portion the circuit which does
  not transit the Level 3 Backbone)

> This SLA does not apply to periods of regularly scheduled or emergency
  maintenance that Level 3 performs on its network or associated hardware and
  software.

> Credits will only be applied to events where the Customer reports a network
  performance failure to the Level 3 Customer Care organization.

> Customers must report any Network Performance failures (unavailability or
  delay) within 48 hours (two business days) of the service affecting event in
  order to receive a credit. Customers must report any Service Delivery failures
  within five business days of the event.

---------
(1) Bit Error Rate Figure excludes periods of more than 10 seconds having error
    rates equal to, or worse than 1 x 10[-3]

(2) Severely Errored Seconds have bit error rates, to, or worse than 1 x 10[-3]


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<PAGE>   9
                        ADDITIONAL TERMS AND CONDITIONS
                        FOR TELEPHONY AND IP COLOCATION

The following additional terms and conditions are applicable where, pursuant to
a Customer Order, Customer orders the use of space within Level 3 gateways to be
used for the purpose of colocating telecommunications equipment or equipment
used for connection to the internet (the "Space").

1. Customer is granted the right to occupy the Space identified in a Customer
Order. Customer shall be permitted reasonable access to the Space subject to any
and all rules, regulations and access requirements imposed by Level 3 governing
such access. Customer may submit multiple Customer Orders requesting use of
different Space, each of which shall be governed by the terms hereof.

2. Customer shall be permitted to use the Space only for placement and
maintenance of communications equipment. The nonrecurring and monthly recurring
charges for the Space and any Services ordered by Customer shall be set forth in
each Customer Order. Customer hereby agrees, within six (6) months of ordering
such Space, to use the Space for placement and maintenance of telecommunications
or internet access equipment. In the event Customer fails to fill said Space as
set forth herein, Level 3 has the right to reclaim the proportion of Space not
being used exclusively as indicated above, if the same is not cured within
forty-five (45) days' prior notice thereof to Customer. Customer agrees to
immediately vacate such recaptured Space and Level 3 shall reduce the Colocation
fees allocated to such recaptured Space. Customer further agrees that no refunds
shall be made to Customer regarding such recaptured Space.

3. Level 3 shall perform such janitorial services, environmental systems
maintenance, power plant maintenance and other actions as are reasonably
required to maintain the gateway in which the Space is located in a condition
which is suitable for the placement of telecommunications and internet access
equipment. Customer shall maintain the Space in an orderly and safe condition,
and shall return the Space to Level 3 at the conclusion of the term set forth in
the Customer Order in the same condition (reasonable wear and tear excepted) as
when such Space was delivered to Customer. EXCEPT AS EXPRESSLY STATED HEREIN OR
IN ANY CUSTOMER ORDER, THE SPACE SHALL BE DELIVERED AND ACCEPTED "AS IS" BY
CUSTOMER, AND NO REPRESENTATION HAS BEEN MADE BY LEVEL 3 AS TO THE FITNESS OF
THE SPACE FOR CUSTOMER'S INTENDED PURPOSE.

4. The term of use of the Space shall begin on the later to occur of the date
requested by Customer or the date that Level 3 completes the build-out of the
Space. Customer's use of the Space beyond the initial term shall be on a
month-to-month basis, unless Customer and Level 3 have agreed in writing to a
renewal of the right to use such Space. Customer hereby agrees to pay for the
Space and any related Services for the term of this Agreement. The rates and
other charges set forth in each Customer Order are established in reliance on
the term commitment made therein. In the event that Customer terminates a
Customer Order for Space which is accepted by Level 3 or in the event that the
Customer Order is terminated due to a failure of Customer to satisfy the
requirements set forth herein or in the Customer Order prior to the end of the
agreed term, Customer shall pay a termination charge equal to the costs incurred
by Level 3 in returning the Space to a condition suitable for use by other
parties, plus the percentage of the monthly recurring fees for the terminated
Space calculated as follows:

a.    100% of the monthly recurring fees that would have been charged for the
space for months 1-12 of the agreed term; plus

b.    75% of the monthly recurring fees that would have been charged for the
Space for months 13-24 of the agreed term; plus

c.    50% of the monthly recurring fees that would have been charged for the
Space for months 25 through the end of the agreed term.

In the event that a Revenue Commitment is made and is then being satisfied by
Customer, Customer may terminate the Space ordered pursuant to a Customer Order
without payment of the termination, charge specified above; PROVIDED, HOWEVER,
that Customer shall be responsible for payment of Level 3's then-current
standard nonrecurring charges applicable to such termination.

5. Level 3 shall use reasonable efforts to complete the build-out and make the
Space available to Customer on or before the date requested by Customer. In the
event that Level 3 fails to complete the build-out within sixty (60) days of the
date requested by Customer, then Customer may terminate its rights to use such
Space and receive a refund of any fees paid for the use or build-out of such
Space.

6. Customer shall abide by any posted or otherwise communicated rules relating
to use of, access to, or

                                  Page 9 of 18
<PAGE>   10
security measures respecting the Space. Customers use of the Space will be
immediately terminated in the event Customer or any of its agents or employees
is found in Level 3's gateway with any firearms, drugs, alcohol or is found
engaging in any criminal activity, eavesdropping, foreign intelligence, card
selling or slamming. Persons found engaging in any such activity or in
possession of the aforementioned prohibited items will be immediately escorted
from the gateway. In the event that unauthorized parties gain access to the
Space through access cards, keys or other access devices provided to Customer,
Customer shall be responsible for any damages incurred as a result thereof.
Customer shall be responsible for the cost of replacing any security devices
lost or stolen after delivery thereof to Customer. In addition, Level 3 shall
have the right to terminate Customer's use of the Space or the Services in the
even that: (a) Level 3's rights to use the facility within which the Space is
located terminates or expires for any reason; (b) Customer has violated the
terms hereof or of any Customer Order submitted hereunder; (c) Customer makes
any material alterations to the Space without first obtaining the written
consent of Level 3; (d) Customer allows personnel or contractors to enter the
Space who have not been approved by Level 3 in advance; or (e) Customer violates
any posted or otherwise communicated rules relating to use of or access to the
Space. With respect to items (b), (c), (d) and (e) immediately above, unless the
same interferes or has the potential to interfere with other Level 3 Colocation
customers, Level 3 shall provide Customer a written notice of the foregoing and
a 10-day opportunity to cure the same before terminating Customer's rights to
the Space.

7.   Customer may sublease the Space under the following conditions: i) all
proposed sublessees must be approved, in writing, by Level 3 in Level 3's sole
discretion; ii) Customer hereby guarantees that all Sublessees shall abide by
all terms and conditions set forth between Customer and Level 3; iii) Customer
shall indemnify, defend and hold Level 3 harmless from all claims brought
against Level 3 arising from any act or omission of any subcontractor and iv)
any sublessee shall be considered customer's agent and all of sublessees' acts
and omissions and usage of the Space or Services hereunder shall be attributable
to Customer for the purposes of these Terms and Conditions.

8.   Level 3 reserves the right to change the location or configuration of the
Space, provided, however, that Level 3 shall not arbitrarily or discriminatorily
require such changes. Level 3 and Customer shall work in good faith to minimize
any disruption in Customer's services that may be caused by such changes in
location or configuration of the Space.

9.   Prior to occupancy and during the term of use of any Space, Customer shall
procure and maintain the following minimum insurance coverage: (a) Workers'
Compensation in compliance with all applicable statutes of appropriate
jurisdiction. Employer's Liability with limits of $500,000 each accident; (b)
Commercial General Liability with combined single limits of $1,000,000 each
occurrence; and (c) "All Risk" Property insurance covering all of Customers
personal property located in the Space. Customer's Commercial general Liability
policy shall be endorsed to show Level 3 (and any underlying property owner, as
requested by Level 3) as an additional insured. All policies shall provide that
Customer's insurers waive all rights of subrogation against Level 3. Customer
shall furnish Level 3 with certificates of insurance demonstrating that Customer
has obtained the required insurance coverages prior to occupancy of the Space.
Such certificates shall contain a statement that the insurance coverage shall
not be materially changed or cancelled without at least thirty (30) days prior
written notice to Level 3. Customer shall require any contractor entering the
Space on its behalf to procure and maintain the same types, amounts and coverage
extensions as required of Customer above.

10.  Customer may order and pay for Level 3 to perform certain limited ("remote
hands") maintenance services on Customer's equipment within the space, which
shall be performed in accordance with Customer's directions. "Remote hands"
maintenance services includes power cycling equipment. Level 3 shall in no event
be responsible for the repair, configuration or tuning of equipment, or for
installation of Customer's equipment (although Level 3 will provide reasonable
assistance to Customer in such installation).

                                 Page 10 of 18

<PAGE>   11
                      ADDITIONAL TERMS AND CONDITIONS FOR
              DEDICATED, RAPID ACCESS AND DIAL UP INTERNET ACCESS

The following additional terms and conditions are applicable where, pursuant to
a Customer Order, Customer orders dedicated, rapid access and/or dial-up
Internet Access Service (the "Internet Access Services").

1. Any state or federal tariffs applicable to the Internet Access Services to
be delivered under any Customer Order are incorporated into the terms thereof.
The Internet Access Services shall at all times be used in compliance with
Level 3's then-current Acceptable Use Policy and Privacy Policy, as amended by
Level 3 from time to time and which are available through Level 3's web site.

2. The nonrecurring charges and monthly recurring rates for the Internet Access
Services provided by Level 3 to Customer are set forth in each Customer Order.

3. The rates and other charges set forth in each Customer Order are established
in reliance on the term and/or volume commitment made therein, and Customer
agrees to pay the same. In the event that Customer terminates Internet Access
Services ordered in any Customer Order which is accepted by Level 3 or in the
event that the delivery of Internet Access Services is terminated due to a
failure of the Customer to satisfy the requirements set forth herein or in the
Customer Order prior to the end of the agreed term, Customer shall (unless
Customer has made a Revenue Commitment) pay a termination charge equal to the
percentage of the monthly recurring charges for the terminated Internet Access
Services calculated as follows:

a.   100% of the monthly recurring charge that would have been incurred for the
Internet Access Service for months 1-12 of the agreed term; plus

b.   75% of the monthly recurring charge that would have been incurred for the
Internet Access Service for months 13-24 of the agreed term; plus

c.   50% of the monthly recurring charge that would have been incurred for the
Internet Access Service for months 25 through the end of the agreed term.

Customer may, in the event that a Revenue Commitment is made and is then being
satisfied by Customer, terminate, rearrange or reconfigure the Internet Access
Services ordered under a Customer Order without payment of the termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible
for payment of Level 3's then-current standard nonrecurring charge applicable
to such termination, rearrangement or reconfiguration.

4. Level 3 provides only access to the Internet; Level 3 does not operate or
control the information, service, opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever against Level 3 relating
to the content of the Internet or respecting any information, product, service
or software ordered through or provided by virtue of the Internet.

5. This Section 5 applies only to Customers who order Dial-Up Internet Access
Services. The Dial-Up Internet Access Services shall be used only by an
officer, director, employee or agent ("Employee") of Customer. Customer shall
assure that each Employee accessing the Dial-Up Internet Access Service abides
by these Terms and Conditions. Prior to any Employee accessing Dial-Up Internet
Access Services, such Employee will be required to accurately complete an
on-line registration process. During this registration process, each Employee
will be required to identify himself/herself through some means satisfactory to
Level 3. Pursuant to the registration process, by clicking an "ACCEPT" icon,
each Employee will (i) agree to accurately complete the registration; (ii)
agree to abide by all of the provisions, terms, limitations, conditions and
restrictions of these Terms and Conditions; and (iii) agree to use the Dial-Up
Internet Access Services in accordance with any requirements set forth in the
online registration process and for the legitimate business purposes of
Customer only. Each Employee will also receive a password which such Employee
will agree to keep in strict confidence and which will be required whenever
accessing the Dial-Up Internet Access Services.

6. If Customer orders Burstable Dedicated Internet Access Services pursuant to
a Customer Order, the Customer shall be permitted to make two (2) changes to
its Committed Data Rate each contract year, provided that such change be to a
higher Committed Data Rate.

7. This Section 7 applies only to Customers who order Dedicated Internet Access
and Rapid Access Services. Level 3 makes the following Service Level Agreements
attached as Exhibit "A" respecting Dedicated Internet Access and Rapid Access
Service.


                                 Page 11 of 18

<PAGE>   12
                     Standard Service Level Agreement (SLA)
                                   Release 1
                           INTERNET DEDICATED ACCESS

Dedicated Internet Access service will be backed by a Standard Service Level
Agreement that has two components: a Service Delivery SLA and a Network
Performance SLA.

NOTE: The total number of credits per month for both Service Delivery and
Network Performance is limited to four days.

SERVICE DELIVERY SLA
o 30 Calendar Day Installation Guarantee for Customers buying Dedicated Internet
  Access in speeds from 64 Kbps - 1.544 Kbps within the Standard Service Area.
o 45 Calendar Day Installation Guarantee for Customers buying Dedicated Internet
  Access in speeds from 3 Mbps - 45 Mbps within the Standard Service Area.
o Single toll-free number to reach Level 3 Customer Service for all customer
  service issues, including technical, billing, and product inquiries.
o Time to Respond - Within 30 minutes.
o 2 hour calendar month Average Time To Repair (ATTR).

If Level 3 fails to meet any of the guarantees above, Level 3 will review all
reported failures at the end of the month, and calculate the applicable credits:

> Any customer inquiry to the Level 3 Customer Service Center that results in a
  Time to Respond of >30 minutes will result in a one day service credit when
  the customer notifies Level 3 of the failure.

> ATTR is calculated as a monthly average. All reported customer trouble tickets
  will be totaled over the month, then the average time to close each ticket
  will be calculated. If the ATTR is greater than 2 hours, the customer will
  receive a one day service credit.

> Credits will only be applied to events where the Customer reports a failure to
  the Level 3 Customer Care organization. Customers must report any Service
  Delivery failures within five business days of the event.

NETWORK PERFORMANCE SLA
o SERVICE AVAILABILITY

> Availability refers to customer's access point to the Level 3 Internet
  network, including their Level 3 provided local access circuit, and the
  customer's port.

> Unavailability Events are defined as an outage of the Level 3 provided local
  access circuit and the customer's port of longer than 15 consecutive minutes.

> The Availability Guarantee does not extend to the performance of Internet
  networks controlled by other companies, or traffic exchange points (including
  NAPs and MAEs) which are controlled by other companies.

> Availability does not include regularly scheduled or emergency maintenance
  events, or customer caused outages or disruptions.

> Customer may report service availability event of longer than 15 consecutive
  minutes to Level 3 customer service within 48 hours of the event. If the event
  is confirmed by Level 3 customer service, the customer will receive a
  pro-rated service credit that equals the time of the unavailability.


                                 Page 12 of 18

<PAGE>   13
                      ADDITIONAL TERMS AND CONDITIONS FOR
           MANAGED MODEM - DEDICATED, QUICKSTART AND TRANSIT SERVICES

The following additional terms and conditions are applicable where, pursuant to
a Customer Order Customer orders services required to allow access to
"Dedicated Services," "Dedicated Service with QuickStart" and "Transit
Services" as offered by Level 3 (the "Managed Modem Services") ordered by
Customer under any Customer Order.

1. Any state or federal tariffs applicable to the Managed Modem Services to be
delivered under any Customer Order are incorporated into the terms thereof. The
Managed Modem Services shall at all times be used in compliance with Level 3's
then-current Acceptable Use Policy and Privacy Policy, as amended by Level 3
from time to time and which are available through Level 3's web site.

2. In the event Customer orders "Dedicated Service," end user traffic will be
routed through and aggregated in Level 3's facility, sent to the Customer's
Premises via a dedicated circuit, and then routed to its final destination by
Customer. In the event that Customer orders "Transit Services," End User
traffic will be routed to Level 3's facility and then routed to its final
destination by Level 3 via the Internet. Dedicated Service with "QuickStart"
will initially be provisioned to the Customer in the same fashion as Transit
Services, until such time as Level 3 has provisioned the dedicated circuit to
send end user traffic from Level 3's facility to the Customer's Premises.
QuickStart will then be migrated to standard Dedicated Service. Customers
ordering Dedicated Services will be required to make a portion of the Premises
available to Level 3 for the placement of equipment necessary to provide such
Dedicated Services. For Dedicated Service, all Customer CPE as well as the
private line necessary to support this service will be ordered, installed and
managed by Level 3. Any telephone numbers used in providing the Managed Modem
Services shall be released to Customer upon expiration or termination hereof to
the extent that it is technically feasible for Level 3 to port packet switched
telephone numbers and then only if Customer is in compliance with all of the
terms contained herein or in the General Terms and Conditions.

3. Section 1.1 of the General Terms and Conditions for Delivery of Service
notwithstanding, a Customer order for Managed Modem Service shall be accepted
by Level 3 once Level 3 has provisioned and tested the ports. Customer's
billing respecting said ports shall commence once tested and found to be
functioning properly by Level 3 notwithstanding Customer's: i) refusal to
accept the ports or ii) Customer's refusal to acknowledge communications by
Level 3 to Customer respecting the ports. Termination liability shall apply once
a Customer Order for these Services is accepted by Level 3.

4. Customer shall have the option to purchase twenty percent (20%) port overage
from Level 3. If ordered, Level 3 shall provision an additional twenty percent
(20%) of ports over the number of ports actually ordered by Customer to accept
Customer traffic in the event Customer's traffic bursts and its usage exceeds
the capacity of the ports actually ordered. In the event Customer chooses not
to purchase twenty percent (20%) port overage from Level 3, if the Customer's
traffic bursts as set forth above, Customer will get a busy signal in the event
its ordered capacity is exceeded.

5. Customer must utilize all Managed Modem ports provisioned hereunder at no
less than fifty percent (50%) of the capacity of such port. Customer agrees to
allow Level 3 to monitor Customer's utilization of the ports provisioned
herein. In the event Customer is Under-Utilizing (as defined below) such ports,
Level 3 retains the right to reclaim such ports after which Customer shall have
no further right to use the ports Under-Utilized. Termination liability shall
apply to any ports reclaimed pursuant to this paragraph.

6. The nonrecurring charges and monthly recurring rates for the Managed Modem
Services provided by Level 3 to Customer shall be set forth in each Customer
Order. Level 3 will dedicate the specified number of ports to Customer in the
Level 3 facilities as identified in each Customer Order. Customer may be
responsible for additional monthly charges if Customer's use of the Managed
Modem Services requires and utilizes more ports than the number committed to
and ordered by Customer.

7. The rates and other charges set forth in each Customer Order are established
in reliance on the term commitment made therein, and Customer agrees to pay the
same. In the event that Customer terminates Managed Modem Services ordered in
any Customer Order which is accepted by Level 3 or in the event that the
delivery of Managed Modem Services is terminated due to a failure of Customer
to satisfy the requirements set forth herein or in the Customer Order prior to
the end of the agreed term, Customer shall (unless Customer has made a Revenue
Commitment) pay a termination


                                 Page 14 of 18
<PAGE>   14
charge equal to the percentage of the monthly recurring charges for the
terminated Managed Modem Services calculated as follows:

a.   100% of the monthly recurring charge that would have been incurred for the
Managed Modem Service for months 1-12 of the agreed term; plus

b.   75% of the monthly recurring charge that would have been incurred for the
Managed Modem Service for months 13-24 of the agreed term; plus

c.   50% of the monthly recurring charge that would have been incurred for the
Managed Modem Service for months 25 through the end of the agreed term.

Customer may, in the event that a Revenue Commitment is made and is then being
satisfied by Customer, terminate, rearrange or reconfigure the Managed Modem
Services ordered under a Customer Order without payment of the termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible
for payment of Level 3's then-current standard nonrecurring charges for such
termination, rearrangement or reconfiguration.

8. Level 3 provides only access to the Internet; Level 3 does not operate or
control the information, services, opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever against Level 3 relating
to the content of the Internet or respecting any information, product, service
or software ordered through or provided by virtue of the Internet.

9. Level 3 makes the Service Level Agreement attached as Exhibit "A" respecting
Managed Modem Services.


                                 Page 15 of 18
<PAGE>   15


                     Standard Service Level Agreement (SLA)
                                   Release 1
                                 Managed Modem


Managed Modem service will be backed by a Service Delivery SLA.

NOTE: The total number of credits per month is limited to four days.


Service Delivery SLA

o  30 Calendar Day Installation Guarantee for Customers buying Managed
   Modem service in speeds from 64 Kbps -- 1,544 Kbps within the Standard
   Service Area.

o  45 Calendar Day Installation Guarantee for Customers buying Managed
   Modem service in speeds from 3 Mbps -- 45 Mbps within the Standard
   Service Area.

o  Single toll-free number to reach Level 3 Customer Service for all customer
   issues, including technical, billing, and product inquiries.

o  Time to Respond - Within 30 minutes

o  2 hour calendar month Average Time To Repair (ATTR)

If Level 3 fails to meet any of the guarantees above, Level 3 will review all
reported failures at the end of the month, and calculate the applicable credits:

>  Any customer inquiry to the Level 3 Customer Service Center that results in
   a Time to Respond of >30 minutes will result in a one day service credit
   when the customer notifies Level 3 of the failure.

>  ATTR is calculated as a monthly average. All reported customer trouble
   tickets will be totaled over the month, then the average time to close each
   ticket will be calculated. If the ATTR is greater than 2 hours, the customer
   will receive a one day service credit.

>  Credits will only be applied to events where the Customer reports a failure
   to the Level 3 Customer Care organization. Customers must report any Service
   Delivery failures within five business days of the event.







                                 Page 16 of 18
<PAGE>   16


                       ADDITIONAL TERMS AND CONDITIONS FOR
                                 IP CROSSROADS


The following additional terms and conditions are applicable where, pursuant to
a Customer Order, Customer orders IP CrossRoads.


1.  Any state or federal tariffs applicable to the IP CrossRoads Services to be
delivered under any Customer Order are incorporated into the terms thereof. The
IP CrossRoads Services shall at all times be used in compliance with Level 3's
then-current Acceptable Use Policy and Privacy Policy, as amended by Level 3
from time to time and which are available through Level 3's web site.

2.  The nonrecurring charges and monthly recurring rates for the IP CrossRoads
Services provided by Level 3 to Customer are set forth in each Customer Order.

3.  The rates and other charges set forth in each Customer Order are established
in reliance on the term and/or volume commitment made therein, and Customer
agrees to pay the same. In the event that Customer terminates IP CrossRoads
Services ordered in any Customer Order which is accepted by Level 3 or in the
event that the delivery of IP CrossRoads Services is terminated due to a failure
of Customer to satisfy the requirements set forth herein or in the Customer
Order prior to the end of the agreed term, Customer shall (unless Customer has
made a Revenue Commitment) pay a termination charge equal to the percentage of
the monthly recurring charges for the terminated IP CrossRoads Services
calculated as follows:

a.  100% of the monthly recurring charge that would have been incurred for the
IP CrossRoads Service for months 1-12 of the agreed term; plus

b.  75% of the monthly recurring charge that would have been incurred for the IP
CrossRoads Service for months 13-24 of the agreed term; plus

c.  50% of the monthly recurring charge that would have been incurred for the IP
CrossRoads Service for months 25 through the end of the agreed term.

Customer may, in the event that a Revenue Commitment is made and is then being
satisfied by Customer, terminate, rearrange or reconfigure the IP CrossRoads
Services ordered under a Customer Order without payment of the termination
charge specified above; PROVIDED, HOWEVER, that Customer shall be responsible
for payment of Level 3's then-current standard nonrecurring charges applicable
to such termination, rearrangement or reconfiguration.

4.  Level 3 provides only access to the Internet; Level 3 does not operate or
control the information, services, opinions or other content of the Internet.
Customer agrees that it shall make no claim whatsoever against Level 3 relating
to the content of the Internet or respecting any information, product, service
or software ordered through or provided by virtue of the Internet.

5.  If Customer orders IP CrossRoads Services pursuant to a Customer Order, the
Customer shall be permitted to make two (2) changes to its Committed Data Rate
each contract year, provided that such change be a higher Committed Data Rate.

6.  Level 3 reserves the right, but does not undertake the obligation, to
provide any Customer or potential customer bound by a Nondisclosure Agreement
access to a list of (i) Level 3's Customers which are connected to the IP
CrossRoads Intra-Gateway Exchange Network Platform; and/or (ii) Autonomous
Systems Internet Network Platform. By this Agreement, Customer consents to such
disclosures.

Level 3 makes no guarantee of any Customer's willingness to exchange Internet
traffic with any other customer. Level 3 will, however, use reasonable efforts
to arrange an introduction between customers or prospective customers bound by a
Nondisclosure Agreement to facilitate an agreement between them respecting the
exchange of Internet traffic.

Level 3 undertakes no obligations and accepts no liability for the
configuration, management, performance or any other issue relating to Customer's
routers or other customer provided equipment used for access to or the exchange
of traffic in connection with Level 3's IP CrossRoads Service.

7.  Level 3 makes the Service Level Agreement attached as Exhibit "A" respecting
IP CrossRoads Service.


                                 Page 17 of 18
<PAGE>   17
[LOGO]

SERVICE LEVEL AGREEMENT

Level 3 IP CrossRoads Service is backed by the following Service Level
Agreement. If the Level 3 Obligation is missed, the credit set forth below will
be issued to the Customer when requested.

-------------------------------------------------------------------------------
Level 3 Obligation                                                       Credit
-------------------------------------------------------------------------------
INSTALLATION - Level 3 guarantees installation of IP CrossRoads          1 day
Service in Level 3's standard service area within the following time
frames upon Level 3's acceptance of a Customer order: 20 business days
or less for Ethernet port speeds of 10Mbps, 100Mbps, or 1000Mbps
terminating in Level 3 Collocation
-------------------------------------------------------------------------------
RESPONSE TIME - Level 3's response time to any issue reported to and     1 day
confirmed by Level 3 Customer Service will be 30 minutes or less. As
soon as an issue is reported. Level 3 will open a trouble ticket.

RESOLUTION TIME - Level 3's mean time to resolve ("MTTR") Customer
issues relating to the technical performance or nonperformance of
Level 3's IP CrossRoads Service will be 2 hours or less, on a monthly    1 day
average basis. MTTR is calculated by taking the monthly aggregate of
time to close all trouble tickets relating to the technical
performance of Level 3's IP CrossRoads Service, divided by the number
of trouble tickets opened that month.

The Response Time and Resolution Time Obligations are depicted on the
timeline below:

                   <--30 min.--> <-------2 hrs.----->
        O--------------------------------------------------->
     Customer  Customer  Response Time       Resolution Time
      Issue    Notifies  (ticket opened)     (ticket closed)
               Level 3
-------------------------------------------------------------------------------
100% SERVICE AVAILABILITY - Service Unavailability means an IP           1 day
CrossRoads outage was confirmed by Level 3 Customer Service. This
outage is reported by a Customer within 48 hours of the outage, which
relates to the Customer's access point on the Level 3 Internet
Network, including the Customer's Level 3-provided port and local
access circuit. Service Unavailability does not include outages
associated with maintenance events, customer-caused outages or
disruptions, the performance of Internet networks controlled by other
companies, or traffic exchange points that are controlled by other
companies. Customers will receive credits, calculated monthly as an
aggregate of all Service Unavailability events in 15-minute
increments.
-------------------------------------------------------------------------------
DELAY GUARANTEE - 40 ms one-way. Delay refers to the one-way average     1 day
delay over a calendar month of traffic between all major gateways on
the Level 3 U.S. Internet Network. Delay does not apply to Customer's
local access circuit, transit or peering connections, circuits to the
traffic exchange points, maintenance events, or to customer-caused
outages or disruptions. Customer may obtain a report from Level 3 if
there is a question whether a delay has occurred. This request must be
made within five (5) days from the last day of the month in question.
-------------------------------------------------------------------------------
Contact Level 3 Customer Service toll-free at: 1-877-4LEVEL3 (877-453-8353) for
        all issues, including technical, billing, and product inquiries.

  THE TOTAL NUMBER OF CREDITS PER MONTH IS LIMITED TO FIVE (5) DAYS. CUSTOMER
         MUST REQUEST CREDITS WITHIN FIVE DAYS OF THE END OF ANY MONTH
                              TO RECEIVE CREDITS.


                                 Page 18 of 18
<PAGE>   18
                           ADDENDUM TO SERVICE ORDER

     This Addendum (the "Addendum") modifies that certain terms and Conditions
for Delivery of Service ("Terms and Conditions") version number 2.6 between
TELOCITY, INC., FORMERLY KNOWN AS MACH ONE ("Customer") and Level 3
Communications, LLC ("Level 3") dated 8/23/1999. Capitalized terms used but not
defined herein shall have the meanings set forth in the Terms and Conditions.
The terms and conditions contained in this Addendum modify the Terms and
Conditions in the following respects:

1.   DISCONTINUANCE OF CUSTOMER ORDER BY CUSTOMER. The first sentence of
Section 3.4 shall be modified by replacing "eight (8)" with "four (4)" and
subsection (ii) shall be deleted in its entirety.

2.   TITLE AND POWER. Section 4.3 shall be modified by replacing the first
sentence with the following: "Title to all equipment and devices supplied by
Level 3 and used by Level 3 in the furnishing of the Services, including all
terminal equipment, wires, lines, circuits, ports, routers, switches, channel
service units, data service units, cabinets, racks, private rooms and the like,
shall remain with Level 3."

3.   ENTIRE UNDERSTANDING. Section 8.8 shall be modified by adding the
following sentence to the end of such section: "The Terms and Conditions and
the Addendum shall only be modified in writing, specifically referencing the
document to be modified and shall be signed by both parties."

4.   RAMP PERIOD. "Ramp Period #1 shall mean that date [*] after the acceptance
of the first Customer Order for Services. "Ramp Period #2" shall mean that date
[*] after the acceptance of the first Customer Order for Services.

5.   REVENUE COMMITMENT. Customer hereby commits that, by Ramp Period #1,
Customer will submit Customer Orders and pay the Monthly Recurring Charges for
no less than two hundred fifty thousand dollars ($250,000). Customer further
commits that, by Ramp Period #2, Customer will submit Customer Orders and pay
the Monthly Recurring Charges for no less than five hundred thousand dollars
($500,000). The Monthly Recurring Charges shall include those payments made to
Level 3 for Services pursuant to this Addendum. The commitment set forth above
is a "take or pay" commitment; in the event that Customer has not submitted
Customer Orders for the agreed amount on or prior to the respective Ramp Period,
Customer will be billed for, and will be obligated to pay the Monthly Recurring
Charges for a minimum term of three (3) years, from the acceptance of the first
Customer Order for Services.

6.   SUBSTITUTE SERVICES. In the event Customer orders Services provided by
Level 3, on Level 3's existing network, and such Services are not available for
Customer's use within ninety (90) days after Customer has given written notice
to Level 3 requesting such Services, customer may order such Services from
another provider at Customer's sole cost and expense. The actual costs incurred
for such substitute Services shall be included in Customer's Revenue Commitment
as described above.

7.   FUTURE SERVICES. The parties acknowledge that Customer desires to order
certain Services in Phoenix, Arizona, although Level 3 does not currently
provide such Services in Phoenix, Arizona. The parties further acknowledge that
when Level 3 provides such Services in Phoenix, Arizona, Level 3 will
reconfigure the then current Services being provided to Customer so that those
Services shall include Phoenix, Arizona with no additional installation charges
to Customer.


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   19
8.  CROSS CONNECTIONS. Level 3 hereby agrees to provide for the termination of
third-party circuits via cross connects on a reasonable and non-discriminatory
basis. Level 3 cross connection charges described above shall not exceed [*] per
cross connect per month. Such cross connects shall be delivered to Customer at
Customer's collocation Space in a reasonably timely manner and in no case
greater than ten (10) business days following Level 3's receipt and acceptance
of a circuit facilities assignment and a design layout record from Customer.

9.  BUILD-OUT PLAN. Attached hereto and incorporated herein as Exhibit A is a
Build-Out Staging Plan consisting of five parts in descending order of priority.
In the event the stages cannot be built-out by Level 3 simultaneously, no
charges will be due and payable for elements of a lower priority stage until
each of the elements of the higher priority stages have been completed by Level
3; provided, however, Customer shall be responsible and obligated to pay for
all actual usage of Services.

ADDITIONAL TERMS AND CONDITIONS FOR PRIVATE LINE SERVICE:

10.  The Service Level Agreement for International/National Private Line is
deleted in its entirety and replaced with the following:


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

                                       2
<PAGE>   20
                    PRIVATE LINE
                                                                  [LEVEL 3 LOGO]


SERVICE LEVEL AGREEMENT


Level 3 Private Line Services (PLS) are backed by the following Service Level
Agreement (SLA). If the Level 3 obligation is missed, the credit set forth below
will be issued to the customer if requested, once verified by Level 3. The total
number of credits per month is limited to the Monthly Recurring Charge (MRC) for
the affected service. To receive credit if these obligations have not been met,
the customer must contact Level 3 Customer Service within five (5) days of the
end of the month for which credit is requested.

Level 3 provides a toll-free number connecting the customer to Level 3 Customer
Service for all issues -- including technical, billing, and product inquiries;
1-877-4LEVELS (1-877-453-8353).

ORDER ACCEPTANCE DEFINITION

An order is accepted by Level 3 (for the purposes of this Installation Guarantee
only) as soon as the Order Entry Specialist receives the order in Customer
Implementation Management (CIM).

INDIVIDUAL CASE BASIS (ICB) DEFINITION

Individual case basis (ICB) is defined as a service where a standard service
interval is not defined. For ICB categories, Level 3 will provide a Firm Order
Commitment Date (FOC) for services as soon as possible. The FOC date is
determined by a combination of Level 3 internal process as well as the dates
supplied to Level 3 by Level 3 vendors (where applicable). These vendor-supplied
FOC dates vary by vendor, region, and city.

CHANGES TO EXISTING ORDERS IN PROGRESS

The SLA implementation dates apply to intervals between original order date and
original due date. If a customer requests a change to an order date during the
implementation of a service, the following effects will occur;

                         CHANGES TO ORDERS IN PROGRESS

<TABLE>
<CAPTION>
CHANGE ORDER PLACED                CHARGE                                  EFFECT ON DELIVERY
-------------------                ------                                  ------------------
<S>                                <C>                 <C>
1st Week of Order Process           $250               SLA implementation clock will begin again once change is accepted
2nd Week of Order Process           $250               SLA implementation clock will begin again once change is accepted
3rd Week of Order Process           $250               SLA implementation clock will begin again once change is accepted
4th Week of Order Process           $500               SLA implementation clock will begin again once change is accepted
< 3 Days Before Delivery       25% of MRC for          SLA implementation clock will begin again once change is accepted
                                each week of
                               requested delay
</TABLE>


Effective 9/1/99    For internal Use Only--Level 3 Communications, LLC    1 of 3

                                       3
<PAGE>   21
Level 3 will accept one requested change of delivery date per circuit order.
Level 3 will begin billing the service on the day that the service is made
available to the customer.

INSTALLATION OBLIGATIONS

Level 3 guarantees installation of its PLS within the following times beginning
with Level 3's acceptance of a customer order (see definition of order
acceptance on page 1) following Level 3's approval of client credit:

<TABLE>
<CAPTION>

              National and International PLS (Gateway Cities Only)
------------------------------------------------------------------------------------------------------------------------------
                               LEVEL 3 OBLIGATION
------------------------------------------------------------------------------------------------
                                              STANDARD SERVICE DELIVERY INTERVALS BY PRODUCT
                                                             (BUSINESS DAYS)
                                          ------------------------------------------------------             CREDIT
        SERVICE                                                                   STM-1/OC-3/
                                              DS-1, E-1            DS-3              OC-12
                                          ------------------------------------------------------
                                              NPLS    IPL      NPLS    IPL       NPLS    IPL
------------------------------------------------------------------------------------------------------------------------------
  <S>                                         <C>     <C>      <C>     <C>       <C>     <C>         <C>
  On-Net Gateway-to-Gateway,                   20      20       20      20        20      20          One (1) day for
  100% Level 3 Fiber                                                                                    each day missed
------------------------------------------------------------------------------------------------     (up to 4 days total
  Non-Level 3 Fiber Between                    40      40       60      60       ICB     ICB              credit)
  Gateways or Off-Net Within SSA
  (Either End)
------------------------------------------------------------------------------------------------------------------------------
  Outside SSA (<50 miles)                      40      ICB     ICB     ICB       ICB     ICB
  (Either End)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                       U.S. Metropolitan PLS
------------------------------------------------------------------------------------------------------------------------------
                                                         LEVEL 3 OBLIGATION
------------------------------------------------------------------------------------------------------         CREDIT
 <S>                <C>                                      <C>

  SPEED OF           ON-NET BUILDING SERVICE INTERVAL*        OFF-NET BUILDING SERVICE INTERVAL*
  SERVICE
------------------------------------------------------------------------------------------------------
    E-1**                   20 business days                           45 business days                       One (1) day for
------------------------------------------------------------------------------------------------------          each day
    DS-1                    20 business days                           40 business days                       missed (up to
------------------------------------------------------------------------------------------------------         4 days total
    DS-3                    20 business days                           60 business days                          credit)
------------------------------------------------------------------------------------------------------
    STM-1                   20 business days                         Individual case basis
------------------------------------------------------------------------------------------------------
    OC-3                    20 business days                         Individual case basis
------------------------------------------------------------------------------------------------------
    OC-12                   20 business days                         Individual case basis
------------------------------------------------------------------------------------------------------
    OC-48                 Individual case basis                      Individual case basis
------------------------------------------------------------------------------------------------------
    OC-192                Individual case basis                      Individual case basis
------------------------------------------------------------------------------------------------------
    </TABLE>
  * Service interval dates exclude any additional riser infrastructure within a
    building required to reach the customer suite (where this infrastructure is
    not already in place).

  **E-1 Off-Net Metro Private Line is not a stand-alone service in the U.S. in
    the U.S., this service is sold only in conjunction with an International
    Private Line.
--------------------------------------------------------------------------------

Effective 9/1/99    For Internal Use Only--Level 3 Communications, LLC    2 of 3
<PAGE>   22
AVAILABILITY OBLIGATIONS

Level 3 makes the following additional guarantees respecting it's PLS:

                       Private Line Services Availability

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                     LEVEL 3 OBLIGATION                               CREDIT*
--------------------------------------------------------------------------------
<S>                                                              <C>
99.99% SERVICE ABILITY GUARANTEE*

Service Unavailability refers to a period during which there is a break in
transmission, reported to and confirmed by Level 3 Customer Service. The start
of the break is signaled by the first of ten consecutive severely erred seconds
("SESs"), as defined below, and the end is signaled by the first of ten
consecutive non-SESs. An SES is a second with a bit error ratio of greater than
or equal to 1 in 1000. Service Unavailability does not include SESs associated
with maintenance events, customer-caused SESs or SESs caused by companies other
than Level 3. Customers will receive credits, calculated monthly as an
aggregate of all Service Unavailability events, in accordance with the chart
below:

--------------------------------------------------------------------------------
              Service unavailable < 15 minutes                   no credit
--------------------------------------------------------------------------------
           Service unavailable 15 minutes-8 hours                3 hours credit*
--------------------------------------------------------------------------------
               Service unavailable 8-12 hours                   12 hours credit*
--------------------------------------------------------------------------------
              Service unavailable 12-16 hours                   18 hours credit*
--------------------------------------------------------------------------------
              Service unavailable 16-24 hours                   24 hours credit*
--------------------------------------------------------------------------------
</TABLE>
*The total number of credits per month is limited to the Monthly Recurring
 Charge (MRC) for the afflicted service.

Service Availability is calculated from the ingress of the Level 3 Network to
the egress of the Level 3 network. Where a customer is served directly by the
Level 3 Metro networks (lit by Level 3 fiber) this parameter is extended to the
customer building. Where we are dependent upon a third party for local
connectivity to the backbone, the availability of 99.99% is applicable from
Level 3 Gateway to Level 3 Gateway. For circuits terminating in Germany, the
local loop will hold, and the availability target of 97.5% is applicable.
Please see note on Germany below.

*NOTE: If the customer has signed a contract governed by German law, and/or
Private Line service is provisioned in Germany, the following Availability
Guarantee shall instead apply:

LOCAL LOOP GUARANTEE: 97.5% ANNUAL AVAILABILITY

The unavailability time is calculated as the total number of outages a customer
experiences during a calendar month. The maximum unavailability time may vary
depending on the total number of days in the month. Example, 352-day year, the
unavailability maximum would be 211 hours. If Level 3 exceeds the maximum
availability time of 211 hours over the first 12 months of the customer's
contract, then Level 3 would be liable to pay the customer service credits for
the unavailability time exceeding 211 hours.


Effective 9/1/99   For Internal Use Only - Level 3 Communications, LLC    3 of 3
<PAGE>   23
ADDITIONAL TERMS AND CONDITIONS FOR TELEPHONE AND IP COLOCATION:

11. Section 8 shall be modified by adding the following sentence to the end of
such section: "Level 3 agrees to pay for all actual reinstallation charges
associated with a change in Customer's Space pursuant to this Section 8."

12. ROOF RIGHTS. "Level 3 shall use reasonable efforts to provide contact names
and numbers to Customer to facilitate Customer's efforts in obtaining roof
rights on various Level 3 Gateway facilities."

    IN WITNESS WHEREOF, the parties agree to the foregoing by executing this
Addendum below, effective as of the date first set forth above.

CUSTOMER ACCEPTANCE                    LEVEL 3 ACCEPTANCE

By: /s/ Peter Olson                    By:
   ------------------------------         --------------------------------

Its:  [Illegible]                      Its:
   ------------------------------          -------------------------------

Date: 9/02/99                          Date:
    -----------------------------           ------------------------------


                                       6

<PAGE>   24
Level 3 Deployment

All pricing is based on 3 year term and $500,000 monthly volume commitment.
Level 3 will give Telocity a 12 month ramp to reach this volume.

<TABLE>
<CAPTION>
                  # of                                                                                   Year        Year
Collocation      Racks   NPA/NXX   Address                              Circuits            Price          2           3
-----------      -----   ------------------------------------------     --------            ----------------------------------------
<S>              <C>     <C>       <C>                                  <C>                 <C>          <C>          <C>
                                      [*]
STAGE 5

Phoenix**            1   n/a                                            OC3 to Phoenix to
                                                                        Los Angeles and
                                                                        Phoenix to Dallas
</TABLE>

** When Phoenix is available we wish to re-route the Dallas to Los Angeles link
   via Phoenix.

Level 3 will address this and provide an estimate date for a Phoenix gateway.

We will require roof rights/access in all locations for the purpose of
installing a Skycache Satellite Feed Requirement under review.

We also require the ability to terminate circuits from 3rd party vendors at
each of these locations. Approved.

* San Jose Location as Telocity's New Offices on 10355 N. DeAnza, Cupertino.

OC3 local loop pricing from Level 3 Sunnyvale gateway to 10355 N. DeAnza
requires special pricing. [5-10 business days]

All Stages are to be built out simultaneously.

Billing of stages. However delivery is to be completed in staged order for the
purposes of billing.

The whole of stage 1 must be completed before billing starts on any portion of
the stage 1 build. The whole of stage 1 must be completed before billing will
commence on stage 2 and so on with stage 3 Approved. However, Telocity will be
billed for usage of any service.

Cableset pricing is the same as original proposal [$525 per each]. Qty. 17
cabinets = $8,925 per month

Bandwidth usage priced at 10-24 Mbps tier. [9Mbps shown here plus existing
usage in Chicago]

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   25
Telocity, Inc. Customer Order

Dated:    8/23/99
      -------------

<TABLE>
<S>     <C>                     <C>  <C>          <C>              <C>
10030   Telephony Colocation    [*]  [*]          [*]              [*]
10031   Telephony Colocation    [*]  [*]          [*]              [*]

                  Total:        [*]  [*]          [*]

CUSTOMER COMMITMENT

Volume: $500,000.00             Term 3 Year       Ramp Up (Months) 12

CUSTOMER APPROVAL:

</TABLE>

This Customer Order is governed by the Level 3 Communications, LLC ("Level 3")
General Terms and Conditions for Delivery of Service, its attachments, addenda,
and Level 3 Quote Number 000008236 dated 8/17/98, all of which are attached
hereto and referred to collectively as "the Agreement." All of the terms,
conditions and definitions set forth in the Agreement are hereby incorporated
into this Customer Order. Neither party shall be liable for any indirect,
incidental, special, consequential, exemplary or punitive damages (including
but not limited to damages for lost profits or lost revenues), whether or not
caused by the acts or omissions or negligence of its employees or agents, and
regardless of whether such party has been informed of the possibility or
likelihood of such damages.

Other than the Agreement and the provisions set forth in this Customer Order,
there are no other agreements, promises or understandings, whether written or
verbal, relating to the subject matter hereof, which are not set forth in the
Agreement or the Customer Order.

Telocity, Inc.

Authorized Signature: /s/ PETER OLSON

Name: Peter Olson

Title: C.T.O.


Level 3

Authorized Signature:

Name:

Title:

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   26
[LEVEL (3) LOGO]

                                                TERM          VOLUME
                                                COMMITMENT    COMMITMENT

                                                3 Year        $500,000.00

Company Name:  Telocity

Address:       10355 N DE ANZA BLVD
               CUPERTINO, CA 95014-2027

Route Number:  000008236


<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd  Description       Term    Amount          Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------- ----------  ---------------   ------  --------------  --------- -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>

                                                                [*]
</TABLE>

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

                                                                               1

<PAGE>   27
[LEVEL 3 LOGO]

PRICE QUOTE
<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd  Description       Term    Amount          Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  -----------       ----    ------          -------   -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>
[*]
</TABLE>

                                                                               2


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   28
[LEVEL(3) LOGO]

PRICE QUOTE

<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd  Description       Term    Amount          Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  -----------       ----    ------          -------   -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>
[*]
</TABLE>


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.
<PAGE>   29
[LEVEL(3) LOGO]

PRICE QUOTE

<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd    Description     Term      Amount        Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  ----------------  ----    ----------      --------- -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>
[*]
</TABLE>

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

                                                                               4

<PAGE>   30
[LEVEL(3) LOGO]

PRICE QUOTE

<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd    Description     Term      Amount        Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  ----------------  ----    ----------      --------- -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>

[*]

</TABLE>


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.



                                                                               5
<PAGE>   31
[LEVEL(3) LOGO]

PRICE QUOTE

<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd    Description     Term      Amount        Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  ----------------  ----    ----------      --------- -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>
[*]
</TABLE>


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.


                                                                               6

<PAGE>   32
[LEVEL(3) LOGO]

PRICE QUOTE

<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd    Description     Term      Amount        Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  ----------------  ----    ----------      --------- -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>
[*]

</TABLE>

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.



                                                                               7
<PAGE>   33
[LEVEL(3) LOGO]

PRICE QUOTE

<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd    Description     Term      Amount        Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  ----------------  ----    ----------      --------- -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>
[*]

</TABLE>


[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.


                                                                               8
<PAGE>   34
[LEVEL(3) LOGO]

PRICE QUOTE

<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd    Description     Term      Amount        Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  ----------------  ----    ----------      --------- -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>
[*]
</TABLE>

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.


                                                                               9
<PAGE>   35
[LEVEL(3) LOGO]

PRICE QUOTE

<TABLE>
<CAPTION>
Qty. Name/Gateway  Product Cd    Description     Term      Amount        Net NRC   Per Unit 1st Year MRC  2nd Year MRC  3rd Year MRC
---- ------------  ----------  ----------------  ----    ----------      --------- -------- ------------  ------------  ------------
<S>  <C>           <C>         <C>               <C>     <C>             <C>       <C>      <C>           <C>           <C>
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


[*]

This Price Quote is governed by Level 3 Communications, LLC's Terms and
Conditions for Delivery of Service (which are available for your review
either upon request or on the Level 3 website), and shall be incorporated
into the Customer Order submitted by Customer for the foregoing Service.


Price Quote valid through:


**Notes:

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.


                                                                              10
<PAGE>   36

                                    ADDENDUM

     This addendum (the "Addendum"), effective as of 8/23/99, 1999, modifies
the Level 3 Terms and Conditions for Delivery of Service attached hereto plus
all its exhibits addenda, and the Customer Order (all of which are executed
concurrently herewith, attached hereto, and referred to herein, collectively,
as the "Terms & Conditions") by and between Level 3 Communications, LLC ("Level
3") and Telocity, Inc. ("Customer") formerly known as MachOne Communications,
Inc. Capitalized terms used but not defined herein shall have the meanings set
forth in the Terms & Conditions. The provisions, terms and conditions contained
in this Addendum modify the Terms and Conditions, as set forth below. In the
event that any provision, term or condition of this Addendum conflicts with, or
is deemed to conflict with, any provision of the Terms and Conditions, then
this Addendum shall control. This addendum may only be modified by a written
document, specifically stating that it is intended to modify this Addendum,
signed by both parties:

        CHANGES TO GENERAL TERMS AND CONDITIONS FOR DELIVERY OF SERVICE

     The Terms and Conditions is hereby amended by:

     1. In Section 4.2 replacing the words "...pay Level three the cost to
repair any damage to the Facilities caused thereby; and (2) be responsible for
the payment of service charges..." with the words:

     "... pay Level three the reasonable cost to repair any damage to the
     Facilities cause thereby; and (2) be responsible for the payment of
     reasonable service charges...".

     2. Replacing the first sentence of Section 4.3 with the following sentence:

     "Title to all equipment and devices supplied by Level 3 and used by Level 3
     in the furnishing of the Services, including all terminal equipment, wires,
     lines, circuits, ports, routers, switches, channel service units, data
     service units, cabinets, racks, private rooms and the like, shall remain
     with Level 3.

     3. By replacing the first sentence of Section 6.1 with the following
sentence:

     "If and to the extent that Customer requires the use of Licensed Software
     in order to use the Services supplied under any Customer Order, then
     Customer shall have a non-exclusive, non-transferable (except as set forth
     in Section 8.2 of these Terms and Conditions) license to use such Licensed
     Software only and solely to the extent required to permit delivery of the
     Service."

     4. By replacing the first sentence of Section 8.2 with the following
sentence:

     "Customer may not transfer or assign the use of the Service without the
     express prior written consent of Level 3, which consent shall not be
     unreasonably withheld, and then only when such transfer or assignment can
     be accomplished without interruption of the use or location of Service."


   MODIFICATIONS TO ADDITIONAL TERMS AND CONDITIONS FOR PRIVATE LINE SERVICE

     Section 3 of the Terms and Conditions, "Additional Terms and Conditions
for Private Line


                                                                     Page 1 of 5
<PAGE>   37
Service" is amended by adding to the end of that section of new paragraph as
follows:

     "Notwithstanding the above, Customer shall have the right to discontinue
     the Service prior to the end of the agreed term with respect to which a
     Service order has been executed without payment of any of the termination
     charges set forth above if such Service [*] Customer must exercise its
     right to terminate under this Section, in writing, no later than thirty
     (30) days after the failure which gave rise to the right to terminate. The
     termination right granted herein shall not be applicable to Service
     failures which are caused by Customer, End User or any third party over
     whom Level 3 does not have direct control, which result from failure of
     power or equipment provided by Customer or third parties, which occur or
     continue during any period in which Level 3 is not given access to the
     Premises, provided that such access would have allowed Level 3 to remedy
     such failure, or which result from scheduled maintenance and repair."


            MODIFICATIONS TO STANDARD SERVICE LEVEL AGREEMENT (SLA)

                     INTERNATIONAL/US NATIONAL PRIVATE LINE

     The Terms and Conditions, "Service Level Agreement for International/US
National Private Line" is amended by:

     1.   Deleting the second paragraph stating: "NOTE: The total number of
credits per month for both Service Delivery and Network Performance is limited
to four days."

     2.   Deleting from the section entitled "Network Performance SLA" the
phrase "99.99% Service Availability" and replacing it with all of the following:


     Level 3's target service availability is 99.99%. Should Level 3's service
     availability fall below that level, Customer will receive a service credit
     based on the chart below:

     SERVICE LEVEL PERFORMANCE CREDIT IF SERVICE LEVEL NOT MET

<TABLE>
<S>                         <C>                  <C>
     Availability           [*]                  [*]
     (monthly)

     Availability           [*]                  [*]
     (monthly)

     Availability           [*]                  [*]
     (monthly)

     Availability           [*]                  [*]
    (monthly)

                                   Noting that:
</TABLE>

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

                                                                     Page 2 of 5
<PAGE>   38
                                      [*]

     A circuit is not Available during a period where there is a break in
     transmission, where the start of a break in transmission is signaled by
     [*]. For the purposes of the foregoing, the circuit shall be considered
     Available until Customer reports a failure to the Level 3 Customer Service
     and Support Organization (1-877-4Level3) and Level 3 opens a trouble
     ticket.

     In no event shall Customer's total circuit charge credits exceed 100% of
     Customer's total circuit charges in any one month period."


     3.   Deleting the balance of the "Network Performance SLA" excepting the
section entitled "NOTES".

     MODIFICATIONS TO ADDITIONAL TERMS AND CONDITIONS FOR TELEPHONY AND IP
COLOCATION

     The Terms and Conditions, "Additional Terms and Conditions for Telephony
and IP Colocation" is amended by:

     1.   Deleting Section 2 and replacing it with the following provision:

     "Customer shall be permitted to use the Space only for placement and
     maintenance of communications equipment. The nonrecurring and monthly
     recurring charges for the Space and any Services ordered by Customer shall
     be set forth in each Customer Order. Customer hereby agrees, within six (6)
     months of ordering such colocation Space, to use the Space for placement
     and maintenance of communications equipment. In the event customer fails to
     fill said Space, Level 3 has the right to reclaim the proportion of Space
     not being used exclusively as indicated above, upon forty-five (45) days'
     prior notice and opportunity to cure. Upon the expiration of such 45 day
     period, if Customer has not so cured, Customer shall immediately vacate
     such recaptured Space and Level 3 shall reduce the colocation fees
     allocated to such recaptured Space. No refunds shall be made to Customer
     regarding such recaptured Space."

     2.   Adding to the end of Section 9 the following sentence to the end of
     that Section:

     "Level 3 shall pay for all reinstallation charges associated with a change
     in Customer's Space pursuant to this Section 9."


              MODIFICATIONS TO TERMS AND CONDITIONS IP COLOCATION
              ---------------------------------------------------

     The Terms and Conditions, "IP Colocation" is amended by:

     1.   Deleting Section 2 and replacing it with the following provision:

     "Customer shall be permitted to use the Space only for placement and
     maintenance of communications equipment. The nonrecurring and monthly
     recurring charges for the

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

                                                                     Page 3 of 5



<PAGE>   39
     Space and any Services ordered by Customer shall be set forth in each
     Customer Order. Customer hereby agrees, within six (6) months of ordering
     such colocation Space, to use the Space for placement and maintenance of
     communications equipment. In the event customer fails to fill said Space,
     Level 3 has the right to reclaim the proportion of Space not being used
     exclusively as indicated above, upon forty-five (45) days' prior notice
     and opportunity to cure. Upon the expiration of such 45 day period, if
     Customer has not so cured, Customer shall immediately vacate such
     recaptured Space and Level 3 shall reduce the colocation fees allocated to
     such recaptured Space. No refunds shall be made to Customer regarding such
     recaptured Space."

     3. Section 8 of the Terms and Conditions, IP Colocation is amended by
adding the following sentence to the end of that Section:

     "Level 3 shall pay for all reinstallation charges associated with a change
     in Customer's Space pursuant to this Section 8."

        MODIFICATIONS TO TERMS AND CONDITIONS -- DEDICATED RAPID ACCESS
                          AND DIAL UP INTERNET ACCESS

     The Terms and Conditions, "Additional Terms and Conditions for Dedicated,
Rapid Access and Dial Up Internet Access" is amended by:

     1. Adding to the end of Section 3 a new paragraph as follows:

     "Notwithstanding the above, Customer shall have the right to discontinue
     the Service prior to the end of the agreed term with respect to which a
     Service Order has been executed without payment of any of the termination
     [*] Customer must exercise its right to terminate under this Section, in
     writing, no later than thirty (30) days after the failure which gave rise
     to the right to terminate. The termination right granted herein shall not
     be applicable to Service failures which are caused by Customer, End User or
     any third party over whom Level 3 does not have direct control, which
     result from failure of power or equipment provided by Customer or third
     parties, which occur or continue during any period in which Level 3 is not
     given access to the Premises, provided that such access would have allowed
     Level 3 to remedy such failure, or which result from scheduled maintenance
     and repair."

     2. Adding to the end of paragraph 6 the sentence:

     "Such changes shall be permitted without penalty."

            MODIFICATIONS TO STANDARD SERVICE LEVEL AGREEMENT (SLA)

                                   RELEASE 1
                          INTERNET DEDICATED ACCESS 1

     The Terms and Conditions, "Service Level Agreement (SLA) Release for
Internet Dedicated Access is amended by deleting from paragraph two the phrase
"NOTE: The total number of credits per month for both Service Delivery and
Network Performance is limited to four days."

                 ADDITIONS TO THE GENERAL TERMS AND CONDITIONS

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.

                                                                     Page 4 of 5

<PAGE>   40
     1.   Nothing in the Agreement or any attachment or addenda shall be deemed
to prohibit or in fact does prohibit Telocity from or penalize Telocity for
using any third party supplier to provide any Service to Telocity. In the event
that Telocity has a Service requirement that cannot be met by Level 3, if
Telocity obtains such Service or the equivalent of such Service from another
supplier, then Telocity's expenditures for the third party Service will be
credited toward Telocity's $500,000 Revenue Commitment as if the Services had
been purchased from Level 3.

     2.   Upon the execution of this Addendum, the parties acknowledge that,
although Telocity desires to utilize certain Services in Phoenix AZ in the near
future, Level 3 does not provide such Service in Phoenix. The parties further
acknowledge that they have agreed that when the Services are available in
Phoenix and Telocity desires to order the Services, Level 3 will reconfigure the
services then-being provided to Telocity so that those Services include Phoenix,
at no NRC charge to Telocity.

     3.   Level 3 will provide roof rights, access, and connectivity as
reasonably requested by Telocity, in order facilitate the use of Skycache or
other satellite caching services in the Telocity colocation space.

     4.   Level 3 will reasonably and on a non-discriminatory basis provide for
the termination of third-party circuits via cross connects that will not exceed
[*] per cross connect per month. Such cross connects will be delivered to
Telocity at its colocation space in a reasonable timely manner and in no case
less than 7 days after such third party circuit was delivered to the Level 3
facility.

     5.   All San Jose circuits ordered under the Agreements will be delivered
to Telocity's main office located at 10355 North De Anza Blvd, Cupertino, CA.
Pricing for the local loop for such circuits will be determined within seven
days of the effective date of this Agreement. If the parties cannot agree on
such pricing, at Telocity's discretion, the Agreement shall be cancelable
without penalty to either party.

     6.   Attached hereto is a Build Out Staging Plan consisting of five parts
in descending order of priority. In the event that the stages cannot be built
out by Level 3 simultaneously, no charges will be due and payable for elements
of a lower priority stage until each of the elements of the higher priority
stages have been completed by Level 3.

     IN WITNESS WHEREOF, the parties agree to the foregoing by executing this
Addendum below, effective as of the dates first set forth above.


TELOCITY, INC.                         LEVEL 3


/s/ PETER OLSON
------------------------------         --------------------------------
Authorized Signature                   Authorized Signature



Peter Olson
------------------------------         --------------------------------
Typed or Printed Name                  Typed or Printed Name



C.T.O.
------------------------------         --------------------------------
Title                                  Title

[*] The Registrant has requested confidential treatment for certain portions of
this exhibit. The omitted portions have been separately filed with the
Commission.


                                                                     Page 5 of 5