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>PRIVATE LINE SERVICE AGREEMENT [MCI WORLDCOM LOGO] PRIVATE LINE SERVICE AGREEMENT This Service Agreement (the "Agreement") for services described below is made by and between MCI WORLDCOM Communications, Inc., formerly known as and doing business as WorldCom Technologies, Inc. ("MCI WORLDCOM") and Customer Name: TELOCITY, INC. (hereinafter "Customer"), with its principal office at 10355 N. DeAnza Blvd.; Cupertino, CA 95014. SECTION I: SERVICE AGREEMENT 1. SERVICE: MCI WORLDCOM will provide the following service (the "Service") pursuant to the applicable tariffs of MCI WORLDCOM and its affiliates and subsidiaries (the "Tariffs") (choose one): [ ] International Private Line [ ] Digital Private Line (DS0) [ ] Managed International Private Line [ ] Digital Private Line (Fractional DS1) [ ] Metro Private Line [X] DIGITAL PRIVATE LINE (DS1) [ ] Voice Grade Private Line [ ] Digital Private Line (Fractional DS3) [X] SONET (OC-3) [X] DIGITAL PRIVATE LINE (DS3) The Tariffs provide terms and conditions of the Service which include, but are not limited to, taxes, pricing, discounts, credit approval procedures, Customer credits, termination liability, and limitations with respect to the assignment of the Service. The Tariffs may be modified from time to time by MCI WORLDCOM in accordance with law and thereby affect the Service furnished to Customer. In the event of a conflict between the Tariffs and this Agreement the terms and conditions of the Tariffs shall control. 2. EFFECTIVE DATE: For the purposes of this Agreement, (i) if Customer has an existing service agreement with MCI WORLDCOM, the "Effective Date" will be the next billing cycle following the date this Agreement has been executed and Customer has received a satisfactory credit review and approval from MCI WORLDCOM's Credit Department, and all security documentation, if any, required by MCI WORLDCOM has been properly executed and delivered to MCI WORLDCOM (collectively, the "Credit Review"); and (ii) if Customer does not have an existing service agreement with MCI WORLDCOM, the "Effective Date" will be the date this Agreement has been executed and the Credit Review has been completed. 3. CIRCUITS AND CONNECTIONS: Customer shall receive the following pursuant to this Agreement: MCI WORLDCOM DOMESTIC PRIVATE LINE* DS-1 [*] DS-3 Linear [*] DS-3 Restorable [*] OC-3 Linear [*] OC-3 Restorable [*] * Rates will apply to Inter-exchange Carrier (IXC) charges only * Rates will apply to Tier A cities only (all other are ICB) * Local access is additional and non-discountable. MCI WORLDCOM LOCAL ACCESS SERVICE TYPE(1) MILE(2) PRICING DS-3 1 0 mile [*] DS-3 1 1 mile [*] (1) Type I sites consist of sites which are provisioned entirely on MCI WORLDCOM's local network. (2) Each additional mile is [*] per mile. 4. REVENUE COMMITMENT: Customer agrees to the following minimum Monthly Revenue Commitment ("MRC") of [*] for a forty-five (45)-month term with a nine (9) month [ILLEGIBLE] receive the associated rates as set forth in Section 3 above and in the applicable Tariffs [ILLEGIBLE]. 5. MONTHLY UNDERUTILIZATION: If Customer's usage fails to meet the MRC, Customer will pay [*] of the difference between Customer's usage during each month and Customer's MRC. Monthly usage in excess of the MRC cannot be carried forward to another month. Page 1 of 2 Please mail originals to: MCI WorldCom Sales Contracts Administration, 500 Clinton Center Drive, Bldg. 4; Clinton, MS 39056 [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. CONFIDENTIAL - PROPRIETARY INFORMATION REV 6/8/99 2 [MCI WORLDCOM LOGO] 6. LETTER OF AGENCY ("LOA"): The undersigned hereby authorizes MCI WORLDCOM and/or the Local Exchange Company ("LEC"), and/or Foreign Telecommunications Provider ("FTP"), if requested by Customer, to provision Customer's Local Access. This LOA supersedes all previous LOAs and shall remain in effect until canceled by Customer in writing. 7. COMPLETE AGREEMENT: This Agreement, including the MCI WORLDCOM Application for Credit, the Tariffs and any documents incorporated herein by reference, constitutes the full understanding of the parties and supersedes any prior agreements between the parties relating to the Service. Alterations to this Agreement shall render this Agreement null and void. Customer acknowledges that MCI WORLDCOM is under no duty, implied or otherwise, to activate the Service and will not be subject to liability, if any, under the terms of this Agreement until such Service is activated. 8. SIGNATURE AUTHORIZATION: The parties have duly executed and agreed to be bound by this Agreement as evidenced by the signatures of their authorized representatives below. Each party represents and warrants to the other that the signatory identified beneath its name below has full authority to execute this Agreement on its behalf. ACCEPTED BY: ACCEPTED BY: TELOCITY, INC. MCI WORLDCOM COMMUNICATIONS, INC. By: /s/ [SIGNATURE ILLEGIBLE] By: /s/ FRANK GRILLO ----------------------------- ------------------------------ Name: Matt [ILLEGIBLE] Name: Frank Grillo, --------------------------- ---------------------------- Title: VP Legal Title: V.P. Marketing -------------------------- --------------------------- Date: 10-10-99 Date: 10-18-99 --------------------------- ---------------------------- Page 2 of 2 Please mail originals to: MCI WorldCom Sales Contracts Administration, 500 Clinton Center Drive, Bldg. 4; Clinton, MS 39056 CONFIDENTIAL - PROPRIETARY INFORMATION REV 6/8/99 Sales Office: San Francisco SECTION I: SERVICE AGREEMENT This Service Agreement (the "Agreement") for services described below is made by and between WorldCom Technologies, Inc. ("WorldCom") and Customer Name: Telocity, Inc. (hereinafter "Customer"). 1. SERVICE: WorldCom will provide Private Line service ("Service") pursuant to the applicable tariffs of WorldCom Network Services, Inc., a wholly owned subsidiary of WorldCom (the "Tariffs"). The Tariffs provide terms and conditions of the Service which include, but are not limited to, taxes, credit approval procedures, Customer credits, termination liability and limitations with respect to the assignment of the Service. The Tariffs may be modified from time to time by WorldCom in accordance with law and thereby affect the Service furnished to Customer. 2. TERMS AND CONDITIONS: For the convenience of the parties, Service will be provided by WorldCom subject to the rules and regulations set forth in the applicable Tariff, in addition to the terms and conditions set forth herein. (Check the appropriate box.) (a) Service Commitment Period ("Service Commitment Period"): [ ] month to month [ ] 1 Year [ ] 2 Year [X] 3 Year [ ] 4 Year [ ] 5 Year (b) Service Location*/Type Loc. A NPA-NXX Loc. Z NPA-NXX Access Type Circuit Type [*] - -------- * Additional customer service locations, if applicable, shown on attachment A attached hereto and incorporated herein. (c) Effective Date: For purposes of this Agreement, (i) if Customer has an existing service agreement with WorldCom, the "Effective Date" will be the next billing cycle following the date this Agreement has been executed and Customer has received a satisfactory credit review and approval from WorldCom's Credit Department, and all security documentation, if any, required by WorldCom has been properly executed and delivered to WorldCom (collectively, the "Credit Review"), and (ii) if Customer does not have an existing service agreement with WorldCom, the "Effective Date" will be the date this Agreement has been executed and the Credit Review has been completed. 3. CHARGES/DISCOUNTS: During the Service commitment period of this Agreement, Customer shall receive rates and discounts for Service as set forth in the Tariff. 4. LETTER OF AGENCY ("LOA"): The undersigned [duly authorized representative of Customer] hereby authorizes WorldCom and/or the Local Exchange Company ("LEC"), if requested by Customer, to provision Customer's local access. This LOA supersedes all previous LOAs and shall remain in effect until canceled by Customer in writing. This Agreement, including the WorldCom Application for Credit, the Tariffs and any documents incorporated herein by reference, constitutes the full understanding of the parties and supersedes any prior agreements between the parties relating to private line telecommunications services. Alterations to this Section I of the WORLDCOM PRIVATE LINE SERVICE AGREEMENT/SERVICE ORDER shall render this Agreement null and void. Activation of Service shall indicate WorldCom's acceptance of this Agreement. ATTACHMENT: YES [X] NO [ ] (see "Private Line Service Agreement") AS AUTHORIZED AGENT OF CUSTOMER, I AGREE TO THE ABOVE TERMS AND CONDITIONS: NAME: * Peter Olson SIGNATURE: * /s/ PETER OLSON --------------------------- ------------------------ TITLE: * CTO COMPANY/ACCOUNT NAME: Telocity, Inc. --------------------------- -------------- DATE: 9-13-99 ---------------------------- NOTE 1: This order is for interconnection with Bell South. [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. 4 WORLD COM Page 2 of 2 Today's Date 9/13/99 Customer Abbreviation TELOCITY Service Location/Type Loc. A NPA-NXX Loc. Z NPA-NXX Access Type Circuit Type [*] _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 _______ _______ [ ] DS-0 [ ] DS-1 [ ] DS-2 [ ] DS-0 [ ] FT-1 [ ] DS-1 [ ] FT-3 As authorized agent of customer, I agree to the above terms and conditions: Name: Peter Olson Signature: /s/ PETER OLSON -------------------- --------------------- Title: CTO Company/Account Name: Telocity, Inc. -------------------- -------------- Date: 9-13-99 -------------------- 696/02/98.1 This form valid 2/2/98 through 8/31/98. [*] The Registrant has requested confidential treatment for certain portions of this exhibit. The omitted portions have been separately filed with the Commission. 5 [MCI LOGO]