AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT FOR DELIVERY OF SERVICE

Customer hereby commits that, for each month after the “Ramp Period” (as defined below), Customer shall have installed and be responsible for payment of the charges set forth in Section 2 for the number of ports of Managed Modem Service within each rate center Tier as set forth below. The “Ramp Period” commences on the date of execution of this Amendment and ends on December 31, 2002

Tier A Port Commitment:

Tier B/C (Cumulative) Port Commitment:

Total Port Commitment (Tiers A, B and C) as of 12/31/02:

Tier A:

[****] per port*

Tier B:

[****] per port

Tier C:

[****] per port

The Port Charge for Tier A ports shall be decreased to [****] per port in the month following the month in which Customer’s total ports purchased and installed (in Tier A, B and C rate centers cumulatively) exceeds [****] ports, and shall be further reduced to [****] in the month following the month in which Customer’s total ports purchased and installed (in Tier A, B and C rate centers cumulatively) exceeds [****] ports; such reductions, however, shall be subject to reversal if Customer’s total port purchases are decreased below the applicable thresholds pursuant to Section 1.1(b) of the Agreement. Ports ordered by Customer prior to the date of this Amendment and in rate centers not listed in Exhibit E are considered Tier A for purposes of this Amendment. The Port Charge for any partial calendar month shall be prorated based on the actual number of days remaining in such month.

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.

/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Authorized Customer Signature

Authorized ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇, ▇▇▇▇

▇▇▇▇▇ 29, 2002

Date

Date

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇.

▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Typed or Printed Name

Typed or Printed Name

SR VICE PRESIDENT

VICE PRESIDENT

Title

Title

Operate the NOC and co-located systems and equipment with trained and qualified personnel on a continuous, 24 hours per day, 7 days per week basis (including holidays).

Perform continuous surveillance and monitoring of the network.

Analyze problems as they arise, isolate faults as they are identified, and manage event resolution according to Section 1.4 of this Exhibit B.

Coordinate the dispatch of maintenance representatives for corrective maintenance activities and filing of a Problem Report (“PR”) to track maintenance activities. Level 3 shall:

Initiate corrective maintenance requests and record the times that calls are received by the Level 3 maintenance representative;

Track all network faults with a PR and, if a Level 3 maintenance representative is dispatched, log the time of dispatch in the PR;

Confirm the reported problems upon arrival of the maintenance representative at the site and record the site arrival time of the representative;

Confer with Customer to notify Customer of the situation and to obtain advice or assistance in the event of a work stoppage, delay, or denial of access to the equipment; and

Though Level 3’s NOC personnel and Level 3 maintenance representative, confirm resolution of the problem upon restoration of Service and record the time when Services are restored and the reason for the problem or outage.

Initiate PRs, maintain a log of all PRs, coordinate PRs with support personnel and track problems until resolved using a commercially available trouble reporting software system.

Provide on-site analyst support Monday through Friday (excluding Level 3 holidays) during normal working hours, provided, however, that during network emergencies and outages, such support shall be made available on a 24 hours per day, 7 days per week basis (including holidays) until the end of such emergency or outage. Level 3 also shall

Exhibit B to Network Services Agreement

provide on-call analyst support of the Level 3 network on a continuous 24 hours per day, 7 days per week basis (including holidays) in order to provide support coverage during times that on-site analyst support is not required hereunder, and otherwise to provide support for, and coordination with, on-site analysts providing Services to Customer. Level 3 shall provide and maintain a toll-free, continuously operational access number that is dedicated exclusively for use by Customer in reporting problems to ▇▇▇▇▇ ▇, and which shall enable Customer to contact Level 3’s level 2 NOC technician personnel directly to report problems relating to the Services. Such personnel shall be available to receive calls from Customer on a 24 hours per day, 7 days per week basis (including holidays), and shall coordinate the provision of on-site and on-call analyst support as required hereunder. On-call analyst personnel shall respond to urgent requests from the NOC in conjunction with the on-site Level 3 personnel. Support to be provided by ▇▇▇▇▇ ▇ as part of on-site and on-call support shall include the following:

Supporting short-term and long-term problem identification, analysis, and resolution;

Ensuring that proper steps are taken to resolve the problem;

Supporting the deployment of new software to the Level 3 Network, Customer and NOC equipment as coordinated with Customer;

Providing support to meet network provisioning requirements;

Installing and maintaining network traps and alarms specific to the Services via a network management system;

Documenting all network faults in the PR system along with the corrective action taken. When practical, the trouble-shooting steps shall also be documented. Common and routine repair activities shall be documented in NOC procedures that are easily referenced in the PR;

Identifying and tracking all software, baseline and patches deployed in the NOC platforms and deploying new versions and patches acceptable to Customer and as necessary to enhance system features, performance, or stability. All like network components shall run the same version of operating code. New versions or patches that are to be deployed should first be tested in a lab environment and then implemented in the network during scheduled maintenance;

Maintaining a technical library for the NOC;

Ensuring that procedures for the conduct of network testing are (A) in accordance with those developed in conjunction with Customer representatives, and (B) designed to minimize the extent and duration of interruptions in service to Customer’s end users; and

Providing an escalation list for Customer containing pager numbers, cell phones and other necessary contact information of relevant and appropriate ▇▇▇▇▇ ▇ personnel (including Level 3 executives) for emergency response should the ▇▇▇▇▇ ▇ ▇▇▇ fail to respond with adequate information regarding a major Service outage within the first half hour of such an outage. The current version of such escalation list is attached hereto as Exhibit F. Level 3 shall update the list

Exhibit B to Network Services Agreement

periodically as necessary or upon Customer’s request.

Provide operational support to Customer in the area of network testing in association with provisioning actions. Such testing shall be conducted from the NOC in conjunction with the on-site Level 3 installation team personnel.

Maintain and provide updates and changes to NOC maps.

Maintain an authorized outage (i.e., scheduled maintenance) schedule for NOC controller use.

Act as Customer’s agent in network security matters on a day-to-day basis as directed by Customer in accordance with commercially reasonable practices, and make recommendations for improvements.

Use commercial teleconferencing facilities in the resolution of network problems, escalation of problems, and planning activities.

Provide electronic mail service support for the NOC.

Provide a facsimile service resident in the NOC equipment.

Account for the disposition of each call placed to Customer (including how many calls were placed, how many were sent successfully to Customer, how many were lost in the network due to routing problems, how many calls were sent to Customer but which were not accepted by Customer) through the use of SNMP capabilities and Level 3 diagnostic software residing in the NOC.

Deliver the following reports to Customer-designated representatives (or by email if requested by Customer), each in the format designated by Customer and using the data inputs and formulae designated by Customer:

Usage Reports

Daily reports on hourly Port usage by local calling area; and

Daily reports on percentage of ineffective calls;

Daily reports on circuit utilization (e.g., T1s, DS-3s, and OC-3s), including with respect to (a) circuits between telco central offices and modems; (b) circuits between modems and Level 3’s backbone network, (c) circuits within Level 3’s backbone network, (d) circuits between Level 3’s backbone network and the transport termination facilities described in Section 1.6 of Exhibit C and (e) T1s, DS-3s, and OC-3s that connect Customer’s network to Level 3’s network.

Daily reports on Level 3’s delivery of the end-to-end, per Port capacity described in Section 1.1 of Exhibit C;

SNMP variables;

Weekly summaries of the amount of time required to close PRs;

Daily network latency and congestion statistics; and

Exhibit B to Network Services Agreement

Trace data as required to debug client and Customer network problems.

Aggregate routing information sent to Customer and shall control the addition and withdrawal of routing information. Level 3 shall announce Customer routing information at Level 3 interchange points as required by Customer.

Level 3 agrees to provide network engineering personnel and resources to address operational and long-term planning issues.

Level 3 shall continue to improve the network design in order to reduce risk to Customer, improve robustness, and enhance the performance of the Level 3 network. Customer shall be permitted to establish a route of last resort on the Level 3 network.

Level 3 shall maintain the facilities, equipment and software used to provide the Services so that they operate in accordance with their specifications (e.g., applicable vendor support release information), including (i) maintaining equipment in good operating condition, (ii) undertaking repairs and preventive maintenance on equipment, including at a minimum in accordance with the applicable equipment manufacturer’s recommendations, and (iii) performing software maintenance, including at a minimum in accordance with the applicable software documentation and software vendor’s recommendations.

Level 3 shall coordinate all scheduled maintenance and testing activities with Customer and shall work with Customer to perform scheduled maintenance in a manner and at a time which is designed to minimize the extent and duration of interruptions in service to Customer’s end users.

Level 3 agrees not to restrict traffic to and from Customer unless requested to do so by Customer or required to do so by court order or applicable law. Before restricting traffic as a result of court order or applicable law as permitted under this Section, Level 3 shall provide Customer with reasonable prior notice of the timing, duration, scope and reasons for such restriction and with a reasonable opportunity to prevent such traffic, restriction.

Level 3 shall manage the backbone and interconnection points with other Internet providers and customers to minimize loss and delay of Customer traffic. Such management shall include creation of new interconnection points as required.

Upon Customer’s request, Level 3 shall provide Customer personnel with guided physical access to one or more POPs identified by Customer and utilized to provide Services for the purpose of inspection. Such access will be provided in a manner that does not unreasonably interfere with Level 3’s operations.

Engineering. Level 3 shall maintain a network engineering group that shall handle the

Exhibit B to Network Services Agreement

technical aspects of the Services, resolution of problems escalated by the NOC, planning for future network expansion, and improvement of performance and process. Such engineering group shall interact directly with Customer and the NOC.

Deployment. Level 3 shall maintain a deployment team consisting of field engineers and technicians, as well as others who have experience dealing directly with telecommunications companies, preparing sites, and installing equipment.

Operations. Level 3’s NOC shall handle the operation and maintenance of the ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇. ▇▇▇ ▇▇▇ shall be connected to Customer’s central facilities, including a direct telephone link to the Customer operations center as described in Section 1.6 of this Exhibit B. The NOC’s monitoring capability shall be developed and maintained to detect and correct network problems before they are visible to Customer or its end-users. The NOC shall direct maintenance activities based on input from the monitoring systems and Customer. Level 3 shall handle a large majority of repair tasks over the telephone with technicians at the POPs by storing Dial-Up Access subsystems at the POPs, establishing working agreements with the POPs and other service providers, and by providing written procedures. When it is necessary to send technicians to address and resolve problems, Level 3 shall use its existing infrastructure of satellite offices and field engineers.

▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, for each individual local calling area, a unique set of source IP addresses such that member demographics can be identified through such source IP addresses. Customer shall be provided the source IP addresses at least two (2) weeks prior to use by Level 3 to provide the Services.

▇▇▇▇▇ ▇ shall acquire and manage IP addresses for all protocols utilized by Customer and as otherwise necessary for Level 3 to fulfill its obligations to Customer under this Agreement. Without limiting the generality of the foregoing, Level 3 shall dynamically assign a unique IP address for each session of a Customer end-user.

Level 3 shall provide domain name services (“DNS”), including the following:

resolution of DNS queries to Customer destinations;

support of DNS for Customer service access to the Customer domain and any zones resident on Customer name servers; and

maintenance of DNS servers.

Level 3 shall reserve dedicated telephone numbers in each Service Area exclusively for Customer to access the dial-up POPs used in providing the Services. In addition, whenever new telephone numbers become available to ▇▇▇▇▇ ▇ ▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ shall make such telephone numbers available to Customer prior to making such numbers available to any affiliated or unaffiliated third party. Level 3 shall ensure that telephone numbers provided to Customer hereunder remain available for use by Customer at all times. Further, Level 3 shall not provide such telephone numbers to any third party without Customer’s prior consent.

During the Term, Level 3 shall be the customer of record of the telephone numbers to

Exhibit B to Network Services Agreement

each dial-up POP used to provide the Services. At any time upon Customer’s request, Level 3 shall transfer all rights associated with the telephone numbers corresponding to the affected Services to Customer or its designee, including by porting such telephone numbers to Customer or its designee.

Any changes with respect to telephone numbers used to provide the Services shall require Customer’s prior approval. In the event of any change in a telephone number used to provide Services, (a) Level 3 shall provide such Services using both the original telephone number and the new telephone number for a minimum of ninety (90) days after retesting and acceptance by Customer of Ports utilizing the new number, and (b) the total number of Ports utilized for both telephone numbers shall at all times be equal to or greater than the total number of Ports utilized for the original telephone number.

Level 3 shall provide Customer with at least ninety (90) days prior notice with respect to any NPA change (whether such change is a result of a split or overlay).

Prior to delivering Ports for Customer in a Service Area, Level 3 shall provide Customer with (i) a list of the Destination NPA-NXXs for such Service Area, and (ii) a complete and accurate list of all of the associated originating NPA-NXXs that are capable of making a Local Call to such Destination NPA-NXXs. Such data described in (i) and (ii) shall be consistent with the Local Exchange Routing Guide (“LERG”) as maintained by Telcordia Technologies, Inc. (or its successor). Level 3 shall provide Customer with updates to such data from time to time as necessary to keep such data current, complete and accurate with any published updates to the LERG. Level 3 shall provide Destination NPA-NXXs in a manner that strictly conforms with Customer’s requests for rate center coverage. An example of an unacceptable NPA-NXX: Customer requests Rialto, California rate center coverage. Level 3 delivers a Destination NPA-NXX associated with Ontario, California as set forth in the LERG and Level 3 notifies Customer that such rate center also fully covers the Rialto, California rate center. Customer would not accept the Destination NPA-NXX associated with Ontario, California as such rate center does not cover the same Local Calling Area as a Destination NPA-NXX for the Rialto rate center since there are outlying rate centers that can reach the Rialto rate center as a Local Call but would not be able to reach the Ontario rate center NPA-NXX as a Local Call.

Exhibit B to Network Services Agreement

Exhibit C to Network Services Agreement

Exhibit C to Network Services Agreement

Exhibit C to Network Services Agreement

Exhibit D to Network Services Agreement

Exhibit D to Network Services Agreement

Exhibit D to Network Services Agreement