<PAGE>
                                                                   EXHIBIT 10.07

[AT&T LOGO]                   AMENDED AND RESTATED
                          AT&T MASTER CARRIER AGREEMENT

             MASTER CARRIER AGREEMENT - TERMS AND CONDITIONS Page 9

<TABLE>
<S>                                                <C>                                              <C>
CUSTOMER Name (Full Legal Name):                                                                    AT&T Sales Representative:
AT&T Wireless Services, Inc.                       AT&T Corp.,                                      Richard B. Miller
                                 ("CUSTOMER")                   a New York corporation ("AT&T")

CUSTOMER Name (and Title) for Notice:              AT&T Name (and Title) for Notice:                AT&T Contact Telephone Number:
Karen Hobbs, Director-IXC                          Doug Markling, General                           206-545-8102
Relations                                          Manager

CUSTOMER Address:                                  AT&T Address:                                    Initial Deposit Amount Required:
7277 164th Avenue NE                               4430 Rosewood Dr, Bldg 3,                        None
                                                   6th Floor

City                     State      Zip Code       City                     State      Zip Code
Redmond                  WA         98052          Pleasanton               CA         94588

CUSTOMER Fax number for Notice:                    AT&T Fax number for Notice:
425-580-9945                                       925-224-1666
</TABLE>

CUSTOMER and AT&T entered into a Master Carrier Agreement executed by the
parties on the following dates:

Date of execution by CUSTOMER: 06/06/01 Date of execution by AT&T: 06/06/01

The parties hereby replace that prior agreement with this Amended and Restated
Master Carrier Agreement, which shall be legally binding when signed by both
parties and shall continue in effect until the end of the longest term specified
in the Attachment(s), or until otherwise terminated as provided in accordance
with this Agreement. The rates and commitments provided in the Attachments shall
be effective as provided in each Attachment.

This Amended and Restated Master Carrier Agreement consists of this Cover Sheet,
the attached General Terms and Conditions, and the Attachment(s) listed below
(these documents together are collectively referred to as the "Agreement"). In
the event of any inconsistency between these documents, precedence will be given
to the documents in the following order: (1) this Cover Sheet; (2)
Attachment(s); (3) the General Terms and Conditions. In the event of any
inconsistency between the terms of this Agreement and the terms of an applicable
Tariff, the terms of the Agreement shall prevail.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]
<PAGE>

AMENDED AND RESTATED MASTER CARRIER AGREEMENT -- COVER SHEET         PAGE 2 OF 2

<TABLE>
<CAPTION>
Title                                                                             Doc. ID                 Date/time stamp
-----                                                                             -------                 ---------------
<S>                                                                      <C>                             <C>
General Terms and Conditions                                                  MCA 000626a.doc            06/26/00 10:53 am
Supplemental Terms and Conditions                                            AWS STC020218.doc            02/18/02 4:58 PM
Former Affiliate Wholesale Service Terms and Pricing                        AWS FAWSTP021230.doc          12/30/02 4:52 PM
Former Affiliate Wholesale Service Description                               AWS SDA 020228.doc          02/28/02 12:21 PM
AT&T Local Services - Dedicated Transport Services Terms and Pricing        AWS DTSSTP020731.doc         07/31/02 10:36 AM
AT&T Private Line and Satellite Services Terms and Pricing                   AWS DSTP021004.doc           10/04/02 9:43 PM
AT&T ATM Service Description                                                AWS ATMSDA010214.doc          02/27/01 3:49 PM
AT&T ATM and FRAME Relay Service Terms and Pricing                        AWS ATM-FRSTP021118.doc         11/18/02 5:04 PM
AT&T SDN Services Terms and Pricing                                        AWS SDNSTP 020228.doc          02/28/02 8:35 PM
Term and Commitment Attachment                                               AWS TCA021031.doc            10/31/02 2:58 PM
AT&T Local Services - Prime Interconnect Service                              AWS 8YYSTP010501            05/17/01 6:05 PM
Terms and Pricing Attachment
AT&T Teleconference Web Meeting Services Service Order Attachment          AWS TelCon-WebMeet SOA        08/19/02 12:28 PM
                                                                                 020819.doc
AT&T Managed Internet Services Terms and Pricing Attachment              AWS MIS MCA STP010606.doc        06/06/01 6:50 PM
AT&T Managed Internet Services Addendum Pricing Schedule - Appendix A        MIS-AWS-01606.doc            06/06/01 7:49 PM
AT&T Voice Over Internet Protocol (VoIP) Service Field Trial               AWS VoIPFTA011016.doc          10/16/01 1:57 PM
Attachment
AT&T DSL Internet Services Service Order Attachment                        AWS DSLSOA 011214.doc          12/14/01 5:01 PM
AT&T Vitual Teleconferencing Network Service - Service Order                AWS VTNS 021029.doc           10/29/02 5:40 PM
Attachment Voice/Data Services
AT&T Private Line Project Based Pricing - Project 3G                      Project 3G PBP020910.doc       09/10/02 12:30 PM
AT&T Alascom Simply Better Flex Service Order Attachment                    AWS SIMPB 020506.doc         05/06/02 11:59 AM
AT&T Alascom Intrastate Service Agreement                                   AWS INTRA 020503.doc          05/03/02 2:20 PM
</TABLE>

CUSTOMER'S SIGNATURE BELOW ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTANDS AND
AGREES TO EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT THE
INDIVIDUAL SIGNING THIS AGREEMENT IS DULY AUTHORIZED TO DO SO.

<TABLE>
<S>                                                             <C>
AT&T WIRELESS SERVICES, INC.                                    AT&T CORP.

By:  _____________________________________________________      By:  ____________________________________________________________
      (Authorized Customer Signature)                                 (Authorized AT&T Signature)

__________________________________________________________      _________________________________________________________________
(Typed or Printed Name and Title)                               (Typed or Printed Name and Title)

Date:  ___________________________________________________      Date:  __________________________________________________________
</TABLE>

<PAGE>

                          GENERAL TERMS AND CONDITIONS                    Page 1


1. PROVISION OF SERVICES. CUSTOMER hereby orders and AT&T hereby agrees to
provide the AT&T services described in the Attachment(s) to this Agreement (the
"Services"). AT&T is not responsible for the quality of transmission or
signaling on CUSTOMER's side of the network interface between AT&T and CUSTOMER.
Service is furnished subject to the availability of the service components
required, and subject to operational and systems constraints.

2. BILLING AND PAYMENT FOR THE SERVICES. Except as may be provided in an
Attachment, AT&T will send a single monthly bill for each of the Services to one
location designated by CUSTOMER. CUSTOMER is liable for all amounts due to AT&T
under this Agreement. Payment in U.S. currency is due within thirty days after
the bill date, except as otherwise provided below with respect to Billing
Disputes.

3. NON-PAYMENT. AT&T may add interest charges to any past due amounts at the
lower of 12.0% per year or the maximum rate allowed by law. CUSTOMER shall
reimburse AT&T for reasonable attorney's fees and any other costs associated
with collecting delinquent or dishonored payments. Restrictive endorsements or
other statements on checks accepted by AT&T will not apply.

4. BILLING DISPUTES. To dispute a charge on a bill, CUSTOMER must identify the
specific charge in dispute and provide a full written explanation of the basis
for the dispute using a standard AT&T billing dispute form within 90 days after
the bill date. CUSTOMER may withhold payment of a charge subject to a good faith
dispute provided: (a) CUSTOMER submits the billing dispute, using a standard
AT&T billing dispute form, within thirty days after the bill date; (b) CUSTOMER
pays the undisputed portion of all charges; and (c) CUSTOMER cooperates
reasonably with AT&T's efforts to investigate and resolve the dispute. If AT&T
determines a disputed charge was billed in error, AT&T shall issue a credit to
reverse the amount incorrectly billed. If AT&T determines a disputed charge was
billed correctly, payment shall be due from CUSTOMER within five days after AT&T
advises CUSTOMER in writing that the dispute is denied.

5. DEPOSITS. Using its Deposit standards, AT&T has assessed and CUSTOMER shall
pay the Initial Deposit amount specified on the Cover Sheet before Services are
provided. AT&T may require CUSTOMER, during the term of this Agreement, to
tender a deposit in an amount to be determined by AT&T in its reasonable
discretion. AT&T will rely upon commercially reasonable factors to determine the
need for and amount of any deposit. These factors may include, but are not
limited to, payment history, number of years in business, history of service
with AT&T, bankruptcy history, current account treatment status, financial
statement analysis, and commercial credit bureau rating, as well as commitment
levels and anticipated monthly charges. Any deposit will be held by AT&T as a
guarantee for the payment of charges. A deposit does not relieve CUSTOMER of the
responsibility for the prompt payment of bills. Interest (at the rate of 6% per
year or such other rate as is applicable by law) will be paid to CUSTOMER for
any period that a cash deposit is held by AT&T.

6. OBLIGATIONS REGARDING TAXES. CUSTOMER shall pay any applicable local, state
and federal taxes, levied upon the sale, installation, use or provision of the
Services, except to the extent customer provides a valid tax exemption
certificate to AT&T prior to the delivery of Services. CUSTOMER shall not be
required to pay any taxes assessed on AT&T's income. Gross Receipts Taxes will
be charged to CUSTOMER in the same manner as that provided in AT&T Tariff F.C.C.
No. 1, Section 2.5.14, as amended from time to time.

7. CUSTOMER IS A CARRIER. CUSTOMER certifies it is a "common carrier" as defined
in the Communications Act of 1934 (see ss.ss.153(10) and 211), with all required
state and federal operating authority.

8. RESPONSIBILITIES OF CUSTOMER. CUSTOMER is responsible for interfacing and
communicating with its End Users, for placing any orders, and for assuring that
it and any Intermediate Providers comply with the provisions of this Agreement
and with all applicable federal and state laws and regulatory requirements with
respect to the Services. CUSTOMER is responsible for arranging premises access
at any reasonable time so that AT&T personnel may install, repair, maintain,
inspect or remove service components.

9. SOFTWARE. AT&T grants CUSTOMER a personal, non-transferable and non-exclusive
license (without the right to sublicense) to use, in object code form, all
software and associated written and electronic documentation and data furnished
pursuant to this Agreement (collectively, "Software"), solely in connection with
the Services and solely in accordance with applicable written and electronic
documentation. CUSTOMER will refrain from taking any steps to reverse assemble,
reverse compile or otherwise derive a source code version of the Software. The
Software shall at all times remain the sole and exclusive property of AT&T or
its suppliers. "Third-Party Software" means Software that bears a copyright
notice of a third party. "AT&T Software" means all Software other than
Third-Party Software. CUSTOMER shall not copy or download the Software, except
to the extent expressly provided otherwise in the applicable documentation for
the Service or in a writing signed by AT&T. Any copy must contain the same
copyright notices and proprietary markings as the original Software. CUSTOMER
agrees to comply with any additional restrictions that are provided with any
Third-Party Software. The term of the license granted with respect to any
Software shall be coterminous with the Attachment which covers the Software.
CUSTOMER shall assure that its Users comply with the terms and conditions of
this Section.
<PAGE>

                          GENERAL TERMS AND CONDITIONS                    Page 2


10. WARRANTY WITH RESPECT TO SOFTWARE. AT&T warrants that all AT&T Software will
perform substantially in accordance with its applicable published specifications
during a warranty period of ninety (90) days beginning on the date of delivery
of the AT&T Software to CUSTOMER. If CUSTOMER returns to AT&T, within the ninety
(90) day warranty period, any AT&T Software that does not comply with this
warranty, then AT&T, at its option, will either repair or replace the portion of
the AT&T Software that does not comply or refund the amount paid by CUSTOMER for
such failed or defective AT&T Software. This warranty will apply only if the
AT&T Software is used in accordance with the terms of this Agreement and is not
altered, modified or tampered with by CUSTOMER or Users.

11. ABUSE OF SERVICE. The abuse of Service is prohibited. Using Service or
permitting Service to be used in the following ways constitutes abuse:(a)
interfering unreasonably with the use of AT&T service by others or the operation
of the AT&T network; (b) carrying calls that originate on the network of a
facilities-based interexchange carrier other than AT&T and terminate
disproportionately to domestic locations for which AT&T's cost of terminating
switched access (based on the published access rates of the incumbent local
exchange companies) is above AT&T's price for the call under this Agreement
(after application of discounts); (c) subjecting AT&T personnel or non-AT&T
personnel to hazardous conditions; (d) attempting to avoid the payment, in whole
or in part, of any charges by any means or device (non-payment of billed charges
will not be considered abuse of service for purposes of this Section); or (e)
using the Services or displaying or transmitting Content in a manner that
violates any applicable law or regulation. In any instance in which AT&T
believes in good faith that there is abuse of Service as set forth above, AT&T
may immediately restrict, suspend or discontinue providing Service or prevent
the display or transmission of Content, without liability on the part of AT&T,
and then notify CUSTOMER of the action that AT&T has taken and the reason for
such action. To the extent doing so does not interfere with its ability to
prevent abuse of Service (to be determined in AT&T's reasonable judgment), AT&T
will attempt to notify CUSTOMER before taking such action, and will attempt to
limit any restriction, suspension or discontinuance under this Section to the
locations, Content, or Services with respect to which the abuse is taking place.

12. DEFAULT. If a party breaches any material term of this Agreement and the
breach continues unremedied for 60 days after written notice of default, the
other party may terminate for cause any Attachment materially affected by the
breach. If CUSTOMER is in breach of its payment obligations (including failure
to pay a required deposit), and fails to make payment in full within 5 days
after receipt of written notice of default, AT&T may, at its option, terminate
the Agreement, terminate affected Attachments, suspend Service under the
affected Attachments, and/or require a deposit, advanced payment, or other
satisfactory assurances in connection with any or all Attachments as a condition
of continuing to provide Services; except that AT&T will not take any such
action as a result of CUSTOMER's non-payment of a charge subject to a timely
billing dispute, unless AT&T has reviewed the dispute and determined that the
charge is correct. An Attachment may be terminated by either party immediately
upon written notice if the other party has become insolvent or involved in a
liquidation or termination of its business, or adjudicated bankrupt, or been
involved in an assignment for the benefit of its creditors. CUSTOMER shall be
liable to AT&T for Termination Charges, as specified in a terminated Attachment,
in the event that AT&T terminates an Attachment as a result of a breach by
CUSTOMER. Termination by either party of an Attachment does not waive any other
rights or remedies it may have under this Agreement.

13. NO OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AT&T
MAKES NO WARRANTIES, EXPRESS OR IMPLIED, UNDER THIS AGREEMENT AND SPECIFICALLY
DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE OF TRADE, COURSE OF
DEALING OR COURSE OF PERFORMANCE. AT&T DOES NOT WARRANT THAT THE SERVICES WILL
BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL MEET CUSTOMER'S
REQUIREMENTS OR THAT THE SERVICES WILL PREVENT UNAUTHORIZED ACCESS BY THIRD
PARTIES. AT&T DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS
BEHALF AND CUSTOMER SHOULD NOT RELY ON ANYONE MAKING SUCH STATEMENTS.

14. LIMITATION OF LIABILITY. EITHER PARTY'S ENTIRE LIABILITY, AND THE OTHER
PARTY'S EXCLUSIVE REMEDIES, FOR ANY DAMAGES CAUSED BY ANY SERVICE DEFECT OR
FAILURE, OR FOR OTHER CLAIMS ARISING IN CONNECTION WITH ANY SERVICE OR
PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS UNDER THIS AGREEMENT SHALL BE:

            (a) FOR BODILY INJURY OR DEATH TO ANY PERSON, OR REAL OR TANGIBLE
      PROPERTY DAMAGE, NEGLIGENTLY CAUSED BY A PARTY, OR DAMAGES ARISING FROM
      THE WILLFUL MISCONDUCT OF A PARTY OR A BREACH OF THE PROVISIONS OF SECTION
      17 (USE OF MARKS), THE OTHER PARTY'S RIGHT TO PROVEN DIRECT DAMAGES;

            (b) FOR DEFECTS OR FAILURES OF SOFTWARE, THE REMEDIES SET FORTH
      ABOVE UNDER THE

<PAGE>

                          GENERAL TERMS AND CONDITIONS                    Page 3


      HEADING WARRANTY WITH RESPECT TO SOFTWARE;

            (c) FOR INDEMNITY, THE REMEDIES SET FORTH BELOW UNDER THE HEADING
      INDEMNIFICATION;

            (d) FOR DAMAGES OTHER THAN THOSE SET FORTH ABOVE AND NOT EXCLUDED
      UNDER THIS AGREEMENT, EACH PARTY'S LIABILITY SHALL BE LIMITED TO PROVEN
      DIRECT DAMAGES NOT TO EXCEED PER CLAIM (OR IN THE AGGREGATE DURING ANY
      12-MONTH PERIOD) AN AMOUNT EQUAL TO THE TOTAL NET PAYMENTS PAYABLE BY
      CUSTOMER FOR THE APPLICABLE SERVICE UNDER THE APPLICABLE ATTACHMENT DURING
      THE 3 MONTHS PRECEDING THE MONTH IN WHICH THE DAMAGE OCCURRED.

EXCEPT TO THE EXTENT PROVIDED UNDER THIS AGREEMENT WITH RESPECT TO
INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR SPECIAL DAMAGES,
INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, ADVANTAGE, SAVINGS OR
REVENUES OF ANY KIND, OR INCREASED COST OF OPERATIONS, WHETHER OR NOT SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AT&T BE
LIABLE FOR ANY CLAIM OR DAMAGES CAUSED BY OR ARISING OUT OF:

            (i) ANY ACT OR OMISSION (INCLUDING WITHOUT LIMITATION UNAUTHORIZED
      USE, THEFT, ALTERATION, LOSS OR DESTRUCTION OF SERVICE OR THE
      APPLICATIONS, CONTENT, DATA, PROGRAMS, INFORMATION, NETWORK OR SYSTEMS OF
      CUSTOMER, AN END USER OR ANY THIRD PARTY) OF CUSTOMER, AN INTERMEDIATE
      PROVIDER, AN END USER, OR ANOTHER THIRD PARTY,

            (ii) EXCEPT AS OTHERWISE PROVIDED IN AN ATTACHMENT, SERVICE
      INTERRUPTIONS OR LOST OR ALTERED MESSAGES OR TRANSMISSIONS, OR

            (iii) INTEROPERABILITY, INTERACTION OR INTERCONNECTION OF THE
      SERVICES WITH APPLICATIONS, EQUIPMENT, SERVICES, CONTENT OR NETWORKS
      PROVIDED BY CUSTOMER OR THIRD PARTIES.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT SHALL SURVIVE FAILURE
OF AN EXCLUSIVE REMEDY, AND SHALL APPLY REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, TORT, WARRANTY, STRICT LIABILITY, OR NEGLIGENCE (INCLUDING
WITHOUT LIMITATION ACTIVE AND PASSIVE NEGLIGENCE). NOTHING IN THIS SECTION
LIMITS CUSTOMER'S RESPONSIBILITY FOR THE PAYMENT OF CHARGES DUE AS PROVIDED IN
THIS AGREEMENT.

15. FORCE MAJEURE. Neither party nor its Affiliates or subcontractors shall be
liable to the other party for any delay, failure in performance, loss or damage
due to force majeure conditions such as fire, explosion, power blackout,
earthquake, volcanic action, flood, hurricane, the elements, strike, embargo,
labor disputes, civil or military authority, war, acts of God, acts or omissions
of other carriers (except, for CUSTOMER, the acts of omissions of its
Intermediate Providers), acts of regulatory or governmental agencies, or other
causes beyond their reasonable control, except that CUSTOMER's obligation to pay
for services provided shall not be excused. Changes in economic, business or
competitive conditions are not force majeure conditions. If CUSTOMER is unable
to meet its commitments as a direct result of a force majeure condition,
CUSTOMER may suspend its commitments for one full billing month (or longer, with
AT&T's written consent, which shall not be unreasonably withheld). The effect of
such a suspension of commitment will be to exclude the affected month(s) from
all calculations affecting the CUSTOMER's commitments and to extend the term of
this Agreement by the same number of months. CUSTOMER must provide notice to
AT&T of the force majeure condition giving rise to the right to suspend
commitments within 30 days after its occurrence.

16. INDEMNIFICATION. CUSTOMER shall indemnify, defend, and hold harmless AT&T
and its Affiliates, directors, officers, employees, agents, successors and
assigns from any and all claims, damages and expenses whatsoever (including
reasonable attorneys' fees) arising on account of or in connection with
CUSTOMER's use, resale or sharing of the Services, including but not limited to:
(a) claims for libel, slander, invasion of privacy; (b) claims for infringement
of copyright arising from any communication using the Services; (c) claims
arising from any failure, breakdown, interruption or deterioration of service
provided by AT&T to CUSTOMER or by CUSTOMER to End Users or Intermediate
Providers; (d) claims arising from CUSTOMER's marketing efforts; and (e) claims
of patent infringement arising from combining or using services or equipment
furnished by AT&T in connection with services or equipment furnished by others.
AT&T shall indemnify, defend, and hold harmless CUSTOMER and its Affiliates,
directors, officers, employees, agents, successors and assigns from all claims
of patent infringement arising solely from the use of the Services. CUSTOMER's
indemnification obligations do not apply to claims for damages to real or
tangible personal property or for bodily injury or death negligently caused by
AT&T.

17. USE OF MARKS. Nothing in this Agreement creates in a party any rights in the
other party's trade names, trademarks, service marks or any other intellectual
property. Either party may use the other party's trade names, trademarks, or
service marks only to the extent such use is not prohibited by this Agreement
and is

<PAGE>

                          GENERAL TERMS AND CONDITIONS                    Page 4


otherwise permitted by law (including but not limited to the Lanham Act). In no
event shall either party use or display, in advertising or otherwise, any of the
other party's logos, trade dress, trade devices or other indicia of origin, or
any confusingly similar logos, trade dress, trade devices or indicia of origin.
CUSTOMER will not conduct business under any AT&T corporate or trade name,
trademark, service mark, logo, trade dress, trade device, indicia of origin or
other symbol that serves to identify and distinguish AT&T from its competitors,
or under any confusingly similar corporate or trade name, trademark, service
mark, logo, trade dress, trade device, indicia of origin or other symbol.
CUSTOMER will not indicate or imply to any other party that CUSTOMER is
affiliated with AT&T, that CUSTOMER is authorized by AT&T to sell or provide
service to them, that CUSTOMER is providing (or will provide) service to such
party jointly or in collaboration or partnership with AT&T, or as the agent of
AT&T, or that service provided by CUSTOMER or another carrier is provided by
AT&T. Except to the limited extent (if any) as may be required under law,
neither CUSTOMER nor an Intermediate Provider shall indicate or imply to any
existing or potential End User (or Intermediate Provider) that any portion of
the service provided to the End User (or Intermediate Provider) by CUSTOMER or
the Intermediate Provider is provided by AT&T or is carried over the AT&T
network or AT&T facilities.

18. RELATIONSHIP OF THE PARTIES. The relationship between the parties shall be
that of independent contractors and not of principal and agent, employer and
employee, franchiser and franchisee, partners or joint venturers. This Agreement
does not establish CUSTOMER as a dealer, distributor or franchisee of AT&T, and
no fee is being paid to AT&T to enter into this Agreement.

19. CONFIDENTIAL INFORMATION DEFINED. "Confidential Information" consists of the
following: all information disclosed by one party or its agent or representative
(the "Disclosing Party") to the other party or its agent or representative (the
"Receiving Party") in connection with this Agreement regarding the
telecommunications needs of CUSTOMER and/or the telecommunications offerings of
AT&T, to the extent that (a) for information disclosed in written, graphic or
other tangible form, it is designated by appropriate markings to be confidential
or proprietary or (b) for information disclosed orally, it is both identified as
proprietary or confidential at the time of disclosure and summarized in a
writing so marked within 15 business days following the oral disclosure.
Notwithstanding the foregoing, all written or oral pricing and contract
proposals exchanged between the parties shall be Confidential Information,
whether or not so designated. Confidential Information is the property of the
Disclosing Party and shall be returned to the Disclosing Party upon request.
This Agreement is Confidential Information as to which each party is both a
Disclosing Party and a Receiving Party. Information made known to the public by
the Disclosing Party or a third party, or previously known to the Receiving
Party free of any obligation to keep it confidential, or independently developed
by the Receiving Party, shall not be Confidential Information.

20. CONFIDENTIALITY OBLIGATIONS. A Receiving Party shall hold all Confidential
Information in confidence from the time of disclosure until at least 2 years
following the termination of this Agreement. During that period, the Receiving
Party: (a) shall use such Confidential Information only for the purposes of
performing this Agreement and using the Services; (b) shall reproduce such
Confidential Information only to the extent necessary for such purposes; (c)
shall restrict disclosure of such Confidential Information to employees that
have a need to know for such purposes; (d) shall advise those employees of the
obligations of this Agreement; (e) shall not disclose Confidential Information
to any third party without prior written approval of the Disclosing Party except
as expressly provided in this Agreement; and (f) shall use at least the same
degree of care (in no event less than reasonable care) as it uses with regard to
its own proprietary or confidential information to prevent the disclosure,
unauthorized use or publication of Confidential Information.

21. PUBLICITY. No public statements or announcements relating to this Agreement
shall be issued by either party without the prior written consent of the other
party.

22. ALTERNATIVE DISPUTE RESOLUTION. The parties will attempt to settle any claim
for non-payment of charges or recovery of overpayment of charges for the
Services (hereinafter a "Billing Dispute"), through good faith negotiations. The
parties may agree to submit a Billing Dispute to non-binding mediation. At any
time, the party seeking payment may submit a notice of arbitration of a Billing
Dispute for arbitration under the United States Arbitration Act pursuant to the
terms of this Section and the Non-Administered Arbitration Rules of the CPR
Institute for Dispute Resolution ("CPR"), to the extent such rules do not
conflict. The Arbitration will be held in New York, New York, or any other
location selected by mutual agreement of the parties. The arbitrator shall not
have the power to award any damages in excess of the limits set forth in or
excluded under the limitations of liability provided in this Agreement. The
arbitrator may not limit, expand or otherwise modify the terms of this
Agreement. The arbitrator shall strictly limit discovery to the production of
documents directly relevant to the facts alleged in the notices of arbitration
and defense. If depositions are required, the arbitrator shall permit each Party
to conduct an equal number of depositions (not to exceed five per side), with
equal limits on the number of deposition hours for each Party (not to exceed 7
per deposition). If an evidentiary hearing is held, each Party's presentation of
its case shall be limited to three (3) days. Requests for temporary injunctive
relief may be

<PAGE>

                          GENERAL TERMS AND CONDITIONS                    Page 5


submitted to a court of competent jurisdiction if the arbitrator has not yet
been appointed, but the arbitrator shall have the authority to modify any
injunctive relief granted by such a court. The arbitration award shall be made
final within eight months of filing of the notice of arbitration and judgment
upon the award may be entered in any court having competent jurisdiction. All
participants and the arbitrator shall hold the existence, content and results of
mediation and arbitration in confidence, except as necessary to enforce a final
settlement agreement or to enforce an arbitration award. Each party shall bear
its own expenses and equally share expenses related to the compensation of the
arbitrator. The arbitrator's award shall be in writing and shall state the
reasons for the award.

23. TIME TO BRING CLAIMS. Any initial demand for arbitration pursuant to this
Agreement, and any legal action arising under this Agreement, must be initiated
within two years after the cause of action arises.

24. NOTICES. All notices under this Agreement shall be in writing and shall be
made: (a) by personal delivery; (b) by certified or registered mail, postage
prepaid return receipt requested, (c) by overnight delivery, or (d) by facsimile
transmission. Notice shall be sent to the individuals identified on the Cover
Sheet (at the address and/or fax number designated for notice), or to such other
individual, address or fax number as a party may designate by notice to the
other party.

25. EQUIPMENT. AT&T shall retain title to all of its equipment and facilities
used to provide service under this Agreement. CUSTOMER will pay reasonable
shipping charges for delivery to CUSTOMER's premises of AT&T equipment used to
provide Service under this Agreement. CUSTOMER is liable to AT&T for the
replacement cost of any AT&T-provided equipment installed at CUSTOMER's premises
in the event of loss of said equipment for any reason, including but not limited
to theft.

26. EXPORT REGULATIONS. The parties acknowledge that the Services may be subject
to U.S. export laws and regulations. If requested, CUSTOMER will sign assurances
and other export-related documents required for AT&T to comply with U.S. export
regulations.

27. QUALITY MONITORING. CUSTOMER authorizes AT&T to monitor and record calls to
AT&T concerning the Services for training and quality control purposes.

28. ASSIGNMENT. This Agreement may not be assigned by either party except that
either party may assign its rights or delegate its duties under this Agreement
to an Affiliate of that party.

29. NO THIRD PARTY BENEFICIARIES. This Agreement does not expressly or
implicitly provide any third party (including but not limited to End Users and
Intermediate Providers) with any remedy, claim, liability, reimbursement, cause
of action or other right or privilege.

30. NON-WAIVER. The failure of a party to enforce any right under this Agreement
at any particular point in time shall not constitute a continuing waiver of any
such right with respect to the remaining term of this Agreement, or the waiver
of any other right under this Agreement.

31. SEVERABILITY. If any portion of this Agreement is found to be invalid or
unenforceable, the remaining provisions shall remain in effect and the parties
shall immediately begin negotiations to replace any invalid or unenforceable
portions that are essential parts of this Agreement.

32. SURVIVAL OF TERMS. The rights and obligations of either party that by their
nature would continue beyond the termination or expiration of this Agreement
shall survive termination or expiration of this Agreement. For example, the
provisions of this Agreement regarding Confidentiality shall remain in effect
for 2 years following termination of this Agreement and the provisions of this
Agreement regarding arbitration, use of Marks, indemnification, and/or
limitation of liability shall survive termination of this Agreement as to any
cause of action arising under the Agreement.

33. CHOICE OF LAW. The domestic law of the State of New York, except its
conflict-of-laws rules, shall govern the construction, interpretation, and
performance of this Agreement, except to the extent superceded by federal law.
The United Nations Convention on Contracts for International Sale of Goods shall
not apply.

34. AMENDMENT. No amendment, supplement, modification or waiver of any provision
of this Agreement shall be effective unless in writing and signed by authorized
representatives of both parties.

35. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the Services. This Agreement supersedes all prior
agreements, proposals, representations, statements or understandings, whether
written or oral, concerning the Services or the parties' rights or obligations
relating to the Services. Any prior representations, promises, inducements or
statements of intent regarding the Services that are not embodied in this
Agreement are of no effect.

36. DEFINITIONS. The following definitions apply in addition to the definitions
set forth elsewhere in this Agreement:

"Affiliate" - any entity that controls, is controlled by or is under common
control with a party.

"Content" - information made available, displayed or transmitted in connection
with a Service (including information made available by means of an HTML "hot
link", a third party posting or similar means) including all trademarks, service
marks and domain names contained therein as well as the contents of any bulletin
boards or chat forums, and, all updates, upgrades, modifications and other
versions of any of the foregoing.
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                          GENERAL TERMS AND CONDITIONS                    Page 6


"End User" or "User" - the entity that uses the service furnished under this
Agreement for its own use, and not for purposes of providing telecommunications
services to others.

"Intermediate Provider" - any provider or other intermediary (other than
CUSTOMER or its agents or employees) in the sales chain between CUSTOMER and an
End User.

"Tariff" - the AT&T Tariffs identified in the Attachments, and the successor
documents of general applicability that replace such tariffs in the event of
detariffing.

If not otherwise defined, capitalized terms shall be defined as provided in
AT&T's Tariffs.

--------------------------End of Terms and Conditions---------------------------