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Published: 2008-03-26

Data Networking Sales Agreement - Jato Communications Corp. and Lucent Technologies Inc.



                                    AGREEMENT

                                     BETWEEN

                         JATO COMMUNICATIONS CORPORATION

                                       AND

                            LUCENT TECHNOLOGIES INC.








The mailing, delivery or negotiation of this Agreement by Lucent, Jato or its 
their respective agents or attorneys shall not be deemed an offer by Lucent 
or Jato to enter into any transaction or to enter into any other 
relationship, whether on the terms contained herein or on any other terms. 
This Agreement shall not be binding upon Lucent or Jato, nor shall Lucent or 
Jato have any obligations or liabilities or any rights with respect thereto, 
or with respect to the transactions contemplated by the Agreement, unless and 
until the Agreement has been approved by the executive officers and/or Board 
of Directors of Lucent and Jato and Lucent and Jato have executed and 
delivered this Agreement. Until such execution and delivery of this 
Agreement, Lucent or Jato may terminate all negotiation and discussion of the 
subject matter hereof, without cause and for any reason, without recourse or 
liability.



                                TABLE OF CONTENTS
                                GENERAL AGREEMENT


                                                                       
1.    ARTICLE I GENERAL TERMS AND CONDITIONS...............................1
1.1   DEFINITIONS:.........................................................1
1.2   TERM OF AGREEMENT:...................................................3
1.3   SCOPE:...............................................................3
1.4   CUSTOMER RESPONSIBILITY:.............................................4
1.5   ORDERS:..............................................................4
1.6   CHANGES IN CUSTOMER'S ORDERS:........................................5
1.7   CHANGES IN PRODUCTS:.................................................5
1.8   PRICES:..............................................................5
1.9   INVOICES AND TERMS OF PAYMENT:.......................................6
1.10  PURCHASE MONEY SECURITY INTEREST:....................................7
1.11  TAXES:...............................................................8
1.12  TRANSPORTATION AND PACKING:..........................................8
1.13  TITLE AND RISK OF LOSS:..............................................8
1.14  WARRANTY:............................................................8
1.15  INFRINGEMENT:.......................................................10
1.16  CUSTOMER'S REMEDIES:................................................11
1.17  USE OF INFORMATION:.................................................11
1.18  DOCUMENTATION:......................................................12
1.19  NOTICES:............................................................12
1.20  FORCE MAJEURE:......................................................12
1.21  ASSIGNMENT:.........................................................13
1.22  TERMINATION OF AGREEMENT FOR BREACH:................................13
1.23  ARBITRATION:........................................................13
1.24  NON-SOLICITATION:...................................................14
1.25  INDEPENDENT CONTRACTOR:.............................................14
1.26  RELEASES VOID:......................................................14
1.27  PUBLICITY:..........................................................14
1.28  CONFIDENTIALITY OF AGREEMENT:.......................................14
1.29  AMENDMENTS:.........................................................14
1.30  SEVERABILITY:.......................................................14
1.31  WAIVER:.............................................................15
1.32  SURVIVAL:...........................................................15
1.33  SECTION HEADINGS:...................................................15





                                                                       
1.34  CHOICE OF LAW:......................................................15
2.    ARTICLE II PROVISIONS APPLICABLE TO LICENSED MATERIALS..............16
2.1   LICENSE FOR LICENSED MATERIALS:.....................................16
2.2   CHANGES IN LICENSED MATERIALS:......................................16
2.3   CANCELLATION OF LICENSE:............................................16
3.    ARTICLE III ENTIRE AGREEMENT:.......................................17
3.1   ENTIRE AGREEMENT....................................................17




This Data Networking Sales Agreement Number LNM99PK000005L (hereinafter 
"General Agreement" or "Agreement'" is made effective as of the date of last 
signature ("Effective Date") by and between Jato Communications Corporation, 
a Delaware corporation, with offices located at 1099 18th Street, Suite 700, 
Denver, Colorado 80202 (hereinafter "Customer"), and Lucent Technologies 
Inc., a Delaware corporation, acting through its Data Networking Systems 
Group with offices located at 600 Mountain Avenue, Murray Hill, New Jersey 
07974 (hereinafter "Seller").

WHEREAS, Seller desires to supply to Customer and Customer desires to procure 
from Seller the products and services described herein, pursuant to the terms 
and conditions contained herein.

NOW, THEREFORE, in consideration of the mutual promises herein contained and 
other good and valuable consideration, the receipt and sufficiency of which 
is hereby acknowledged, the parties intending to be lawfully bound agree as 
follows:

                                  1. ARTICLE I

                          GENERAL TERMS AND CONDITIONS

1.1      DEFINITIONS:

For the purpose of this Agreement, the following definitions will apply.

(a)      "Affiliate" of a corporation means its Subsidiaries, any company of
         which it is a Subsidiary, and other Subsidiaries of such company.

(b)      "Customer Price List" means Seller's published "Ordering and Price
         Guides" or other price notification releases furnished by Seller for
         the purpose of communicating Seller's prices or pricing related
         information to Customer; however, this does not include Firm Price
         Quotes.

(c)      "Cutover" means the verification by Seller and Customer of actual usage
         over the installed Products. This function occurs after Turnover and is
         not performed by Seller unless specifically requested by Customer and
         is usually covered under a separate Professional Services Agreement.

(d)      "Definition of Services" means the template jointly developed by
         Customer and Seller of Services to be provided or performed by Seller
         for Customer. Customer and Seller shall agree to the Services to be
         performed or provided. Customer shall, then, issue a Statement of Work
         ("SOW") from which Seller will confirm prices for work to be performed
         or provided.

(e)      "Delivery Date" means the date required under this Agreement by which
         all deliverables ordered by Customer are to be delivered to the
         destination specified in the Purchase Order.

(f)      "Designated Processor" means the Product for which licenses to Use
         Licensed Materials are granted.

(g)      "Firmware" means a combination of (1) hardware and (2) Software
         represented by a pattern of bits contained in such Hardware.

(h)      "Fit" means physical size or mounting arrangement (e.g., electrical or
         mechanical connections).

(i)      "Form" means physical shape.

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(j)      "Function" means the technical operation or process the Product
         performs.

(k)      "Hazardous Materials" means material designated as a "hazardous
         chemical substance or mixture" pursuant to Section 6 of the Toxic
         Substance Control Act; a "hazardous material" as defined in the
         Hazardous Materials Transportation Act (49 U.S.C.1801,et seq.)
         "hazardous substance" as defined in the Occupational Safety and Health
         Act Hazard Communication Standard (29 CFR 1910.1200) or as defined in
         the Comprehensive Governmental Response, Compensation and Liability
         Act, 42 U.S.C. 9601 (14), or other pollutant or contaminant.

(l)      "Installation Complete Date" means the date on which OS Software,
         transmission systems Software, and/or hardware is installed by Seller
         at the location specified in the order and determined by Seller to be
         ready for Use by Customer.

(m)      "Licensed Materials" means the Software and Related Documentation for
         which licenses are granted by Seller under this Agreement; no Source
         Code versions of Software are included in Licensed Materials.

(n)      "OS Software" means the object code Software, for operations systems,
         embodied in any medium, including firmware.

(o)      "Pricing/Discount Schedule" means a published schedule or spreadsheet
         of prices mutually agreed upon by the parties in writing for specific
         Lucent or OEM Products, Licensed Materials and Services provided by
         Seller. Such pricing schedule shall include negotiated discounts
         applicable to the Agreement.

(p)      "Product" means equipment hardware, and parts thereof, but the term
         does not mean Software whether or not such Software is part of
         Firmware.

(q)      "Purchase Order" means an order provided by Customer to Seller
         detailing the specific Products, Licensed Materials and Services to be
         ordered. Customer will reference the corresponding Statement of Work
         including the work site location, ship to and bill to address,
         requested completion dates, quantity of Products and Licensed
         Materials, as described in more detail in Section 1.5.

(r)      "Related Documentation" means materials useful in connection with
         Software such as, but not limited to, flowcharts, logic diagrams and
         listings, program descriptions and Specifications.

(s)      "Services" means any engineering, installation or repair services to be
         performed by Seller under this Agreement, but the term "Services" does
         not include any services provided by the Professional Services Division
         of Seller's Network Systems Group unless otherwise expressly agreed to
         in writing by the parties.

(t)      "Software" means a computer program consisting of a set of logical
         instructions and tables of information that guide the functioning of a
         processor. Such program may be contained in any medium whatsoever,
         including hardware containing a pattern of bits, representing such
         program. However, the term "Software" does not mean or include such
         medium.

(u)      "Source Code" means any version of Software incorporating high-level or
         assembly language that generally is not directly executable by a
         processor.

(v)      "Specifications" means Seller's or its vendor's technical
         specifications for particular Products or Software furnished hereunder.


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(w)      "Statement of Work" ("SOW") means the detailed description of the
         actual Services such as installation, staging, maintenance and
         monitoring, to be performed for Customer by Seller which includes the
         expected completion dates of such Services. Seller will confirm prices
         with Customer based upon the work detailed therein and Customer will
         issued a Purchase Order to Seller for applicable Products, Licensed
         Materials and Services to complete the Statement of Work (SOW).

(x)      "Subsidiary" means any corporation in which Customer owns more than
         fifty percent (50%) of the eligible voting stock; such corporation
         shall be deemed to be a Subsidiary of such Customer only as long as
         such ownership or control exists.

(y)      "Turnover" means, with respect to Products and Software to be installed
         by Seller, the point at which Seller has completed the installation and
         notifies Customer that the installation is completed and that Seller
         has confirmed that the installed Product and/or Software comply with
         Seller's Specifications.
         This term does not mean Cutover, which is separately defined herein.

(z)      "Use," with respect to Licensed Materials means loading the Licensed
         Materials, or any portion thereof, into a Designated Processor for
         execution of the instructions and tables contained in such Licensed
         Materials.

1.2      TERM OF AGREEMENT:

The term of this Agreement shall commence on the Effective Date and shall
continue in effect thereafter for a period of three (3) years ("Term").

1.3      SCOPE:

(a)      The terms and conditions of this Agreement shall apply to all
         transactions occurring during the Term whereby Data Networking Systems
         Products, Licensed Materials or Services are provided by Seller to
         Customer. Except as expressly stated in this Agreement, this Agreement
         shall not apply to any products, licensed materials or services offered
         for supply by any other group (e.g. Microelectronics, Business
         Communications Systems) within Lucent. By placing orders with Seller,
         including change and/or addition orders, or using any Products,
         Licensed Materials, or Services provided hereunder, Customer agrees to
         be bound to the terms of this Agreement. Customer understands and
         agrees that all Products, Licensed Materials, or Services furnished by
         Seller to Customer pursuant to this Agreement shall be for Customer's
         own internal use in the United States only.

(b)      This Agreement shall apply to all transactions occurring during the
         Term whereby Seller agrees to provide to Customer certain products
         manufactured by and purchased from Copper Mountain, Inc. and other OEM
         equipment purchased through Seller. The terms and conditions related to
         the Other Equipment Manufacturer (OEM) agreement between Seller and
         Copper Mountain, Inc. are detailed in a separate purchase agreement.

(c)      The terms and conditions of this Agreement apply to Services performed
         by Seller for Customer under this agreement including the Definition of
         Services and other work plans and processes, such as Statement of Work
         (SOW) and Purchase Order, agreed to by both Seller and Customer.

(d)      Seller and Customer have agreed to fund a co-marketing arrangement as
         outlined in a separate co-marketing agreement.


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(e)      All Firm Price Quotes made by Seller to Customer shall incorporate the
         terms and conditions of this Agreement. Any conflicting terms and
         conditions of a Firm Price Quote, signed by an authorized
         representative of Seller and Customer and dated after the effective
         date of this Agreement, will supersede the comparable pricing terms of
         this Agreement. Only an officer of Customer shall be an authorized
         representative of Customer.

1.4      CUSTOMER RESPONSIBILITY:

Customer shall, at no charge to Seller, provide Seller with such technical 
information, data, technical support or assistance as may reasonably be 
required by Seller to fulfill its obligations under this Agreement, any 
subordinate agreement or order. If Customer falls to provide the technical 
information, data, support or assistance, within a reasonable timeframe, 
Seller shall be discharged from any such obligation. Notice of all such 
requests for information must be provided to Customer in writing 30 days or 
as soon as is reasonably possible prior to when Seller requires the 
designated information. All technical information and data provided by 
Customer shall be subject to the confidentiality obligations set forth in 
Section 1.17 below.

1.5      ORDERS:

(a)      All Purchase Orders submitted by Customer for Products, Licensed
         Materials, and Services shall incorporate and be subject to the terms
         and conditions of this Agreement. Any Purchase Order submitted pursuant
         to a Firm Price Quote shall include such Firm Price Quote number. All
         Purchase Orders, including electronic orders, shall contain the
         information as detailed below:

         (i)      Complete and correct ship to and bill to address;

         (ii)     The quantity and type of Products, Licensed Materials, and
                  Services being ordered;

         (iii)    The price;

         (iv)     The requested Delivery Date in accordance with Seller's
                  standard delivery intervals for the applicable Products,
                  Licensed Materials, and Services being ordered. In the event a
                  non standard delivery interval has been mutually agreed to by
                  the parties, reference to the specific document agreeing to
                  the interval needs to be included;

         (v)      The requested completion date in accordance with Seller's
                  standard completion date intervals for the applicable
                  Products, Licensed Materials, and Services being ordered;

         (vi)     Reference to this Agreement;

         The requested Delivery Date of any Purchase Order must be in accordance
         with Sellers published standard order intervals in effect on the date
         of receipt of order by Seller. Seller reserves the right to change such
         standard order intervals without notification to Customer but only with
         respect to future orders. Changes in intervals will be provided to
         Customer at time Purchase Order is placed to Seller by Customer. Seller
         agrees that it will comply with the standard order intervals in effect.
         No change in the standard order intervals shall affect Purchase Orders
         submitted prior to the change to the standard order intervals. Purchase
         Orders submitted electronically shall be binding on Customer
         notwithstanding the absence of a signature. All Purchase Orders are
         subject to acceptance by Seller. All Purchase Orders not rejected
         within five (5) business days of receipt will be deemed to be accepted.
         Seller reserves the right to place any order on hold, delay shipment,
         and/or reject any order due to, but not limited to the breach or
         default by Customer of its obligations under this Agreement or
         Customer's insufficient credit limits 


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         including Customer's inability to sustain adequate financing. 
         Customer shall be notified in writing of any such action within 
         five (5) business days of the receipt of any Purchase Order. 
         However, upon the occurrence of a force majure event, Seller will 
         notify Customer as soon as reasonably possible. Terms and conditions 
         on Customer's purchase order which are inconsistent with the 
         provisions of this Agreement and any pre-printed terms and conditions 
         on Customer's purchase order shall be ineffective, void and of no 
         force and effect. Orders shall be sent to the following address:

                  Lucent Technologies Inc.
                  Customer Service
                  6701 Roswell Road
                  Building D - 3rd Floor
                  Atlanta, GA 30328-2501

1.6      CHANGES IN CUSTOMER'S ORDERS:

Changes by Customer to a Purchase Order which has been previously accepted by 
Seller (a "Change Order") are subject to acceptance by Seller. Change Orders 
shall be treated as an amendment or modification to the original Purchase 
Order, upon agreement between Seller and Customer, and shall follow Seller's 
change order process. In the event Seller accepts a Change Order and such 
change affects Seller's ability to meet its obligations under the original 
order, any price (or discount, if applicable), Delivery Date or Services 
completion date quoted by Seller with respect to such original Purchase Order 
is subject to change only for those items changed or impacted by the 
requested change on the original Purchase Order. Seller will provide to 
Customer written quotations and expected completion dates for any requested 
Change Orders within five (5) calendar days from receipt of the Change Order.

1.7      CHANGES IN PRODUCTS:

Prior to accepting any Purchase Orders, Seller may at any time make changes 
in the Products. Furthermore, with respect to Purchase Orders calling for 
shipment more than thirty (30) days outside of Seller's normal shipping 
interval for the Products, unless Customer has agreed that the Purchase Order 
is non-cancelable. Seller may modify the Product(s) drawings and 
Specifications or may substitute Products of later design, provided that 
Seller gives Customer prompt written notice of such modifications or 
substitutions and Customer has not within five (5) business days after 
receipt of such notice notified Seller of its intent to make the Purchase 
Order non-cancelable. Seller agrees that such modifications or substitutions 
of Products will not impact upon Form, Fit, or Function under normal and 
proper use of the ordered Product as provided in Seller's Specifications. 
With respect to all changes, modifications, and substitutions of Licensed 
Materials, and changes, modifications and substitutions of Products that do 
impact the Form, Fit, or Function of the ordered Product, Seller shall notify 
Customer in writing at least thirty (30) days prior to the date the changes 
become effective. For products provided through an OEM arrangement and 
Customer's purchase of such product through Seller is based upon that 
arrangement, Seller will notify Customer and discuss with Customer proposed 
changes that affect such purchases prior to making material changes in the 
product or the relationship with such OEM. In the event the Customer objects 
to any change, modification or substitution of Products and Licensed 
Materials, Customer shall notify Seller within thirty (30) days from the date 
of its notice from Seller. Upon receipt of notice, Seller shall not furnish 
changed, modified or substituted Products or Licensed Materials to Customer 
on any orders in process.

1.8      PRICES:

(i)      To the extent Customer's order is subject to a Firm Price Quote made by
         Seller, prices, fees and charges (hereinafter "Prices") shall be as set
         forth in Seller's Firm Price Quote. In no event shall 


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Prices, whether subject to a Firm Price Quote or otherwise, exceed the prices
agreed upon in the Customer's Pricing/Discount Schedule.

(ii)     Except as expressly stated in this Agreement, in all other cases Prices
         shall be those contained in Customer's price discount schedule. Prices
         for Products and license fees for Licensed Materials to be shipped, or
         Services to be performed beyond the published shipping interval will be
         based upon the date required for order entry by Seller in accordance
         with Customer's requested date and applying the Price from the
         Customer's price discount schedule in effect as of that date.

(iii)    Seller may amend its Prices, other than those subject to Firm Price
         Quotes and those on the Customer's Pricing/Discount Schedule. Seller
         agrees to provide thirty (30) days written notice of any increase in
         Prices.

(iv)     Seller reserves the right to remove any product from the price discount
         schedule upon at least ninety (90) prior written notice to Customer.

(V)      SELLER ACKNOWLEDGES THE STRATEGIC RELATIONSHIP BETWEEN CUSTOMER AND
         SELLER AND CUSTOMER'S EXPECTATION OF [  *  ]. IN FURTHERANCE THEREOF,
         SELLER AGREES TO DO THE FOLLOWING:

         (a)      SELLER SHALL NOTIFY CUSTOMER IN WRITING OF ANY [  *  ] FOR THE
                  PRODUCTS COVERED BY THIS AGREEMENT AND SHALL OFFER SUCH
                  PRODUCTS TO CUSTOMER AT [  *  ]. THE NEW PRICES SHALL BE
                  EFFECTIVE WITH RESPECT TO PRODUCTS DELIVERED AFTER THE
                  EFFECTIVE DATE OF THE NEW PRICE LIST.

         (b)      UPON NOTICE BY CUSTOMER THAT THE PRICES TO CUSTOMER HAVE
                  BECOME [  *  ], SELLER AGREES TO NEGOTIATE IN GOOD
                  FAITH WITH CUSTOMER WITH A VIEW TOWARD [  *  ] TAKING INTO
                  CONSIDERATION THE OTHER TERMS OF THIS AGREEMENT AND THE
                  RELATIONSHIP OF THE PARTIES.

         (c)      UPON NOTICE BY CUSTOMER THAT IT BELIEVES THAT THE [  * ] AND
                  OTHER TERMS, CONDITIONS AND CIRCUMSTANCES WHICH WOULD HAVE A
                  BEARING ON [  *  ] WARRANTIES, ALLOCATION OF RISKS, SPECIAL
                  SERVICES, ETC.) AGREED TO BY SELLER AND ANOTHER CUSTOMER FOR
                  THE SAME OR SIMILAR PRODUCTS ARE [  *  ] THAN APPLICABLE TO
                  CUSTOMER, SELLER AGREES TO REVIEW THE ENTIRE ARRANGEMENT WITH
                  THE OTHER CUSTOMER IN GOOD FAITH. IF, IN SELLER'S GOOD FAITH
                  JUDGMENT SELLER DETERMINES THAT THE ENTIRE ARRANGEMENT WITH
                  THE OTHER CUSTOMER ARE [  *  ] THEN SELLER SHALL OFFER
                  A COMPARABLE ARRANGEMENT TO CUSTOMER. CUSTOMER UNDERSTANDS
                  THAT THE TERMS AND CONDITIONS OF SELLER'S AGREEMENTS WITH ITS
                  CUSTOMERS ARE TREATED IN CONFIDENCE BY SELLER AND SELLER SHALL
                  NOT BE OBLIGATED TO DISCLOSE THE TERMS AND CONDITIONS OF ANY
                  AGREEMENT THAT SELLER HAS WITH ANY OF ITS CUSTOMERS EITHER IN
                  THE EXECUTION OF THIS CLAUSE NOR IN ANY LEGAL OR OTHER
                  PROCEEDING BROUGHT TO ENFORCE THIS CLAUSE AND SELLER'S FAILURE
                  TO DISCLOSE SUCH SHALL NOT HAVE ANY EVIDENTIARY BEARING IN ANY
                  SUCH HEARING. SELLER'S GOOD FAITH DETERMINATION WITH RESPECT
                  TO FAVORABILITY AND COMPARABILITY SHALL BE CONCLUSIVE.

1.9      INVOICES AND TERMS OF PAYMENT:

(a)      Payment for Products, Licensed Materials and Services (including
         transportation charges and taxes, if applicable) will be due net 30
         from the date of Seller's invoice. For orders which Seller is


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                                   * INDICATES CONFIDENTIAL TREATMENT REQUESTED

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         responsible for installation, the payment will be invoiced upon
         Turnover or as soon thereafter as practical. For furnish only orders
         the payment will be invoiced upon shipment or as soon as practical
         thereafter. In either case the final payment is due for receipt by
         Seller net 30.

(b)      For Products, Licensed Materials and Services (including transportation
         charges and taxes, if applicable) that are not required to be paid in
         advance, Seller will invoice Customer, all amounts due for Products and
         Licensed Materials upon shipment and all amounts due for Services, upon
         completion of Services or, in either event, as soon as practical
         thereafter. Customer shall pay such invoiced amounts for receipt by
         Lucent net 30 from the invoice date.

(c)      Customer shall pay all amounts due Seller hereunder using check of
         immediately available funds or Electronic Funds Transfer ("EFT")
         whether amounts have been invoiced by Seller. EFT payments by Customer
         shall be made to the following account of Seller or such other account
         as is subsequently designated by Seller in writing and, concurrent with
         the EFT payment, Customer shall fax a copy of the remittal to Seller's
         Manager Cash Operations at 770-750-4288.

                  Chase Manhattan Bank
                  New York, New York
                  Account Name: Lucent Technologies Inc.
                  ACCT. 910144-9099
                  ABA 021000021

(d)      If Customer fails to pay any invoiced amount when due, the invoiced
         amount shall be subject to a late payment charge at the rate of one and
         one half percent (1-1/2%) per month, or portion thereof, of the amount
         due (but not to exceed the maximum lawful rate). Customer agrees to pay
         Seller's reasonable attorneys' fees and other costs incurred by Seller
         in the collection of any amounts invoiced hereunder.

(e)      Customer agrees to review all invoices furnished by Seller hereunder
         upon receipt and, to use commercially reasonable efforts to notify
         Seller of any billing discrepancies within ten (10) days of receipt of
         the applicable invoice. Such inquiries can be directed to Seller in
         writing or by telephone. Inquiries shall be made to the telephone
         number or, if in writing, to the address identified on the invoice.

1.10     PURCHASE MONEY SECURITY INTEREST:

CUSTOMER AND SELLER ARE IN THE PROCESS OF NEGOTIATING FINANCING ARRANGEMENTS
WHEREBY SELLER WILL BE PROVIDING FINANCING FOR PURCHASES MADE BY CUSTOMER
HEREUNDER. THE PARTIES AGREE THAT THE TERMS OF THE FINANCING ARRANGEMENTS, IF
CONCLUDED, SHALL SUPERSEDE THIS SECTION. UNTIL SUCH ARRANGEMENTS ARE CONCLUDED,
OR IN THE EVENT THAT CUSTOMER ELECTS TO MAKE PURCHASES HEREUNDER OUTSIDE OF SUCH
FINANCING ARRANGEMENTS, THIS SECTION SHALL APPLY.

(a)      Seller reserves and Customer agrees that Seller shall have a purchase
         money security interest in Products and Licensed Materials supplied to
         Customer by Seller under this Agreement until any and all payments and
         charges due Seller under this Agreement related to such Products or
         Licensed Materials, including, without limitation, shipping and
         installation charges, are paid in full. Seller shall have the right at
         any time during the Term upon, written notice to Customer, to file in
         any state or local jurisdiction such financing statements (e.g., UCC-1
         financing statements) as Seller deems necessary to perfect its purchase
         money security interest hereunder. Upon request by Seller, Customer
         hereby agrees to execute all documents necessary to secure and perfect


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         Seller's purchase money security interest hereunder, including without
         limitation UCC-1, Power of Attorney, if required, to appoint Seller as
         Customer's attorney-in-fact for purposes of executing and filing such
         financing statements, or such other documents Seller deems reasonably
         necessary. Customer also agrees that this Agreement may be filed by
         Seller in any state or local jurisdiction as a financing statement (or
         as other evidence of the Seller's purchase money security interest).

(b)      In addition to any other remedy available to Seller as provided herein,
         by common law and by statute, Seller may exercise its right to reclaim
         all Products and Licensed Materials sold to Customer pursuant to
         UCC-2-702 or such other applicable provision as it may exist from state
         to state, upon discovery of Customer's insolvency, provided Seller
         demands in writing reclamation of such goods before ten (10) days after
         receipt of such goods by Customer, or if such ten (10) day period
         expires after the commencement of a bankruptcy case, before twenty (20)
         days after receipt of such goods by the Customer.

1.11     TAXES:

Customer shall be liable for all taxes and related charges, however 
designated, imposed upon or based upon its provision, sale, license or Use of 
Products, Licensed Materials or Services levied upon the sale, excluding 
taxes on Seller's net income, unless Customer provides Seller with a valid 
tax exempt certificate. Seller's failure to collect taxes in accordance 
herewith shall not be deemed to be an authorization to resell Products or 
Services or sublicense Licensed Materials. Seller is responsible for all 
collection and remittance of applicable taxes at the time of Customer payment.

1.12     TRANSPORTATION AND PACKING:

Seller, in accordance with its normal practices, shall arrange for prepaid 
transportation to destinations in the contiguous United States and shall 
invoice actual transportation charges to Customer. All transportation charges 
invoiced to Customer shall be at the actual costs charged by the 
transportation carrier and no price or cost mark up will be added by Seller. 
Premium transportation will be used only at Customer's request. Seller shall 
pack Products for delivery in the contiguous United States, in accordance 
with its standard practices for domestic shipments. Where, in order to meet 
Customer's requests, Seller packs Products in other than its normal manner or 
for destinations outside the contiguous United States, Customer shall pay the 
additional charges for such packing and transportation.

1.13     TITLE AND RISK OF LOSS:

Title to Products only and risk of loss to Products and Licensed Materials 
shall pass to Customer upon delivery to the Customer. Title to all Licensed 
Materials (whether or not part of Firmware) furnished by Seller, and all 
copies thereof made by Customer, including translations, compilations and 
partial copies are, and shall remain, the property of Seller. Customer shall 
notify Seller promptly of any claim with respect to loss which occurs while 
Seller has the risk of loss and shall cooperate in every reasonable way to 
facilitate the settlement of any claim. For purposes of this section, 
"delivery" shall mean the point at which Seller or Seller's supplier or agent 
turns over possession of the Product or Licensed Materials to Customer, 
Customer's employee, Customer's designated carrier, Customer's warehouse, or 
other Customer's agent and not necessarily the final destination shown on the 
order.

1.14     WARRANTY:

(a)      Seller warrants to Customer only, that during the applicable warranty
         period, which shall in no event be less than ninety (90) days from the
         date of delivery, (i)Seller's manufactured Products (exclusive of
         Software) will be free from defects in material and workmanship and
         will conform to 


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         Seller's Specifications for such Products; (ii)Licensed Materials
         developed by Seller will be free from those defects which materially
         affect function or performance in accordance with Seller's
         Specifications; and (iii) Services will be performed in a workmanlike
         manner and in accordance with good usage and accepted practices in the
         community in which Services are provided. With respect to Products or
         Licensed Materials or partial assembly of Products furnished by Seller
         but neither manufactured by Seller nor purchased by Seller pursuant to
         its procurement Specifications ("Vendor Items"), Seller, to the extent
         permitted, does hereby assign to Customer the warranties given to
         Seller by its vendor(s) of such Vendor Items.

(b)      If, under normal and proper use, a defect or non-conformity appears in
         Seller's manufactured Products or Licensed Materials during the
         applicable warranty period and Customer promptly notifies Seller in
         writing of such defect or non-conformance and follows Seller's
         instructions regarding return of defective or non-conforming Product or
         Licensed Materials, Seller, at its option, will either repair, replace
         or correct the same without charge at its manufacturing or repair
         facility or provide a full refund or credit based on the original
         purchase price or license fee. If engineering or installation Services
         prove not to be performed as warranted within a three (3) month period
         commencing on the date of completion of the Services, Seller, at its
         option, either will correct the defect or non-conforming Services or
         render a full refund or credit based on the original charges for the
         Services. No Product or Licensed Materials will be accepted for repair
         or replacement without the written authorization of and in accordance
         with instructions of Seller. Seller shall pay all costs and expenses
         associated with (i) removal and reinstallation of the Product or
         Licensed Materials, (ii) transportation expenses associated with
         returning such Product or Licensed Materials to Seller, and (iii)
         transportation of the repaired or replaced Product or Licensed
         Materials to any United States destination designated by Customer
         (collectively, the "Return Costs"). If Seller determines, in good
         faith, that returned Product or Licensed Materials are not defective,
         Customer shall pay Seller's costs of handling, inspecting, testing and
         transportation and, if applicable, travel and related expenses and
         shall reimburse Seller for all Return Costs previously paid by Seller.
         In repairing or replacing any Product, part of Product, or Licensed
         Materials medium under this warranty, Seller may use either new,
         remanufactured, reconditioned, refurbished or functionally equivalent
         Products or parts. Replaced Products or parts shall become Seller's
         property.

(c)      With respect to Seller's manufactured Products which Seller has
         ascertained are not readily returnable for repair, Seller, at its
         option, may elect to repair or replace the Products at Customer's site
         and shall pay all costs and expenses associated therewith, including
         but not limited to restoring the site after completion of the repairs
         or replacement.

(d)      Seller makes no warranty with respect to defective conditions or
         non-conformities resulting from any of the following: Customer's
         modifications, misuse, neglect, accident or abuse; Customer's improper
         wiring, repairing, splicing, alteration, installation, storage or
         maintenance; use by Customer in a manner not in accordance with
         Seller's or its vendor's Specifications, or operating instructions or
         failure of Customer to apply previously applicable Seller's
         modifications or corrections. In addition, Seller makes no warranty
         with respect to Products which have had their serial numbers or month
         and year of manufacture removed, altered and with respect to expendable
         items that could not be reasonably inspected and replaced by Customer,
         including, without limitation, fuses, light bulbs, motor brushes and
         the like. No warranty is made that Software will run uninterrupted or
         error free, and in addition Seller makes no warranty with respect to
         defects related to Customer's data base errors.

(e)      THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER
         EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES
         OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER'S


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                                       9




         SOLE AND EXCLUSIVE REMEDY SHALL BE SELLER'S OBLIGATION TO REPAIR,
         REPLACE, CREDIT, OR REFUND AS SET FORTH ABOVE IN THIS WARRANTY.

1.15     INFRINGEMENT:

(a)      In the event of any claim, action, proceeding or suit by a third party
         against Customer alleging an infringement of any United States patent,
         United States copyright, or United States trademark, or a violation in
         the United States of any trade secret or proprietary rights by reason
         of the use, in accordance with Sellers Specifications, of any Product
         or Licensed Materials furnished by Seller to Customer under this
         Agreement, Seller, at its expense, will defend Customer, subject to the
         conditions and exceptions stated below. Seller will reimburse Customer
         for any cost, expense or attorneys' fees, incurred at Seller's written
         request or authorization, and will indemnify Customer against any
         liability assessed against Customer by final judgment on account of
         such infringement or violation arising out of such use.

(b)      If Customer's use shall be enjoined or in Seller's opinion is likely to
         be enjoined, Seller will, at its expense and at its option, either (1)
         replace the enjoined Product or Licensed Materials furnished pursuant
         to this Agreement with a suitable substitute free of any infringement;
         (2) modify it so that it will be free of the infringement; or (3)
         procure for Customer a license or other right to use it. If none of the
         foregoing options are practical, Seller will remove the enjoined
         Product or Licensed Materials and refund to Customer any amounts paid
         to Seller therefor less a reasonable charge for any actual period of
         use by Customer.

(c)      Customer shall give Seller prompt written notice of all such claims,
         actions, proceedings or suits alleging infringement or violation and
         Seller shall have full and complete authority to assume the sole
         defense thereof, including appeals, and to settle same. Customer shall,
         upon Seller's request and at Seller's expense, furnish all information
         and assistance available to Customer and cooperate in every reasonable
         way to facilitate the defense and/or settlement of any such claim,
         action, proceeding or suit.

(d)      No undertaking of Seller under this section shall extend to any such
         alleged infringement or violation to the extent that it: (1) arises
         from adherence to design modifications, specifications, drawings, or
         written instructions which Seller is directed by Customer to follow,
         but only if such alleged infringement or violation does not reside in
         corresponding commercial Product or Licensed Materials of Sellers
         design or selection; or (2) arises from adherence to instructions to
         apply Customer's trademark, trade name or other company identification;
         or (3) resides in a product or licensed materials which are not of
         Seller's origin and which are furnished by Customer to Seller for use
         under this Agreement; or (4) relates to uses of Product or Licensed
         Materials provided by Seller in combinations with other Product or
         Licensed Materials, furnished either by Seller or others, which
         combination was not installed, recommended or otherwise approved by
         Seller, where the Product or Licensed Materials would not infringe if
         not deployed in such combination. In the foregoing cases numbered (1)
         through (4), Customer will defend and save Seller harmless, subject to
         the same terms and conditions and exceptions stated above, with respect
         to the Seller's rights and obligations under this section.

(e)      The liability of Seller and Customer with respect to any and all
         claims, actions, proceedings or suits by third parties alleging
         infringement of patents, trademarks or copyrights or violation of trade
         secrets or proprietary rights because of, or in connection with, any
         Products or Licensed Materials furnished pursuant to this Agreement
         shall be limited to the specific undertakings contained in this
         section.


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                                       10




1.16     CUSTOMER'S REMEDIES:

(a)      CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS
         AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS FOR ANY
         CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING
         OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT,
         LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING
         OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR
         STRICT LIABILITY, SHALL BE AS FOLLOWS:

         1)       FOR INFRINGEMENT -- THE REMEDY SET FORTH IN THE "INFRINGEMENT"
                  SECTION;

         2)       FOR THE NON-PERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES
                  DURING THE WARRANTY PERIOD -- THE REMEDY SET FORTH IN THE
                  APPLICABLE "WARRANTY" SECTION;

         3)       FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY
                  SELLER'S NEGLIGENCE -- THE AMOUNT OF THE PROVEN DIRECT
                  DAMAGES;

         4)       FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE -- THE AMOUNT OF
                  THE PROVEN DIRECT DAMAGES NOT TO EXCEED $100,000.00 per
                  occurrence PLUS AWARDED COUNSEL FEES AND COSTS.

(b)      NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS
         AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL NOT
         BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR
         LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE
         USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES,
         WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT,
         INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS SECTION, 1.16(B), SHALL
         SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY.

(c)      CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY
         ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN TWENTY-FOUR
         (24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

1.17     USE OF INFORMATION:

All technical and business information in whatever form recorded which bears 
a legend or notice restricting its use, copying, or dissemination or, if not 
in tangible form, is described as being proprietary or confidential at the 
time of disclosure and is subsequently summarized in a writing so marked and 
delivered to the receiving party within thirty (30) days of disclosure to the 
receiving party (all hereinafter designated "Information") shall remain the 
property of the furnishing party. The furnishing party grants the receiving 
party the right to use such Information only for purposes expressly permitted 
in this section. Such Information (1) shall not be reproduced or copied, in 
whole or part, except for use as authorized in this Agreement; and (2) shall, 
together with any full or partial copies thereof, be returned or destroyed 
when no longer needed. Moreover, when Seller is the receiving party, Seller 
shall use such Information only for the purpose of performing under this 
Agreement, and when Customer is the receiving party, Customer shall use such 
Information only (1) to order; (2) to evaluate the Products, Licensed 
Materials or Services; or (3) to install, operate and maintain the particular 
Products or Licensed Materials for which it was originally furnished. Unless 
the furnishing party consents in writing, such Information, except for that 

                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions
                                       11




part, if any, which is known to the receiving party free of any confidential 
obligation, or which becomes generally known to the public through acts not 
attributable to the receiving party, shall be held in confidence by the 
receiving party. The receiving party may disclose such Information to other 
persons, upon the furnishing party's prior written authorization, but solely 
to perform acts which this section expressly authorizes the receiving party 
to perform itself and further provided such other person agrees in writing (a 
copy of which writing will be provided to the furnishing party at its 
request) to the same conditions respecting use of Information contained in 
this section and to any other reasonable conditions requested by the 
furnishing party.

1.18     DOCUMENTATION:

Seller shall furnish to Customer, at no additional charge, one (1) copy of 
the documentation for Products and/or one (1) copy of the Related 
Documentation for Software licensed to Customer. Such documentation shall be 
that which is customarily provided by Seller to its customers at no 
additional charge. Such documentation shall be sufficient to enable Customer 
to operate and maintain such Products and Software in accordance with 
Seller's qualifications. Such documentation shall be provided either prior 
to, included with, or shortly after shipment of Products and/or Software from 
Seller to Customer. Additional copies of such documentation are available at 
prices set forth in Seller's Customer Price Lists.

1.19     NOTICES:

(a)      Any notice, demand or other communication (other than an order)
         required, or which may be given, under this Agreement shall, unless
         specifically otherwise provided in this Agreement, be in writing and
         shall be given or made by nationally recognized overnight courier
         service, confirmed facsimile, or certified mail, return receipt
         requested and shall be addressed to the respective parties as follows:

         If to Seller:

                  Lucent Technologies Inc.
                  Global Commercial Markets
                  5555 Oakbrook Parkway, Suite 5136B
                  Norcross, Georgia 30093
                  Attn: Contract Manager

         If to Customer:

                  Jato Communications Corporation
                  1099 18' Street, Suite 800
                  Denver, Colorado 80202
                  Attn: Rex Humston

Any such notice shall be effective upon receipt. Each party may change its 
designated representative who is to receive communications and notices and/or 
the applicable address for such communications and notices by giving written 
notice thereof to the other party provided herein.

1.20     FORCE MAJEURE:

Except for payment obligations, neither party shall be held responsible for 
any delay or failure in performance to the extent that such delay or failure 
is caused by fires, strikes, embargoes, explosions, earthquakes, floods, 
wars, water, the elements, labor disputes, government requirements, civil or 
military

                        Lucent Technologies Proprietary
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                                       12




authorities, acts of God or by the public enemy, inability to secure raw 
materials or transportation facilities, acts or omissions of carriers or 
suppliers, or other causes beyond its reasonable control whether or not 
similar to the foregoing.

1.21     ASSIGNMENT:

Except as provided in this section, neither party shall assign this Agreement 
or any right or interest under this Agreement, nor delegate any work or 
obligation to be performed under this Agreement, (an "assignment") without 
the other party's prior written consent. Any attempted assignment in 
contravention of this section shall be void and ineffective. Nothing shall 
preclude a party from employing a subcontractor in carrying out its 
obligations under this Agreement. A party's use of such subcontractor shall 
not release the party from its obligations under this Agreement. 
Notwithstanding the foregoing, Seller has the right to assign this Agreement 
and to assign its rights and delegate its duties under this Agreement, in 
whole or in part, at any time and Customer's consent, to any present or 
future subsidiary or "Affiliate" of Seller or to any combination of the 
foregoing. Such assignment or delegation shall release Seller from any 
further obligation or liability thereon. Seller shall give Customer prompt 
written notice of the assignment. For the purposes of this section, the term 
"Agreement" includes this Agreement, any subordinate agreement placed under 
this Agreement and any order placed under this Agreement or subordinate 
agreement.

1.22     TERMINATION OF AGREEMENT FOR BREACH:

In the event either party is in material breach or default of the terms of 
this Agreement and such breach or default continues for a period of ten (10) 
days with respect to payment obligations or thirty (30) days with respect to 
any other obligations after the receipt of written notice from the other 
party, then the party not in breach or default shall have the right to 
terminate this Agreement without any charge, obligation or liability except 
for Products or Licensed Materials already delivered and Services already 
performed. The party not in breach or default shall provide full cooperation 
to the other party in every reasonable way to facilitate the remedy of the 
breach or default hereunder within the applicable cure period. 
Notwithstanding the foregoing, if the nature of the material breach or 
default is such that it is not a payment obligation and it is incapable of 
cure within the foregoing thirty (30) day period, then the thirty (30) day 
cure period may be extended for a reasonable period of time (in no event to 
exceed an additional thirty (30) days), provided that the party in breach or 
default is proceeding diligently and in good faith to effectuate a cure.

1.23     ARBITRATION:

If a dispute arises out of or relates to this Agreement, or its breach, the 
parties agree to escalate such dispute to their respective senior executives 
for good faith negotiations seeking a mutually agreeable resolution. This 
demand for escalation shall be in writing and notice shall be served in 
accordance with the notice provision of this Agreement. If the dispute is not 
resolved through such escalation within fifteen (15) days after the date of 
escalation, either party shall have the right to submit the dispute to a sole 
mediator selected by the parties or, at any time at the option of a party, to 
mediation by the American Arbitration Association ("AAA"). If not thus 
resolved, it shall be referred to a sole arbitrator selected by the parties 
within thirty (30) days of the mediation or, in the absence of such 
selection, to AAA arbitration which shall be governed by the United States 
Arbitration Act, and judgment on the award may be entered in any court having 
jurisdiction. The arbitrator may determine issues of arbitrability, but may 
not award punitive damages or limit, expand or otherwise modify the terms of 
this Agreement. The parties, their representatives, other participants and 
the mediator and arbitrator shall hold the existence, content and result of 
mediation and arbitration in confidence, except as such disclosure may be 
necessary for the purpose of recording or otherwise acting upon the 
arbitrator's award.

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                                       13




1.24     NON-SOLICITATION:

During the term of this Agreement and for a period of one (1) year from the 
termination of this Agreement or a Statement of Work, the parties agree not 
to solicit any employee of the other party who is directly involved with the 
delivery of Services under this Agreement, except upon the prior written 
consent of the affected party.

1.25     INDEPENDENT CONTRACTOR:

All work performed by either party under this Agreement shall be performed as 
an independent contractor and not as an agent of the other, and no persons 
furnished by the performing party shall be considered the employees or agents 
of the other.

1.26     RELEASES VOID:

Neither party shall require releases or waivers of any personal rights from 
representatives or employees of the other in connection with visits to its 
premises, nor shall such parties plead such releases or waivers in any action 
or proceeding.

1.27     PUBLICITY:

Neither party shall issue or release for publication any articles, 
advertising, or publicity material relating to Products, Licensed Materials, 
or Services under this Agreement or mentioning or implying the name, 
trademarks, logos, trade name, service mark or other company identification 
of the other party or any of its Affiliates or any of its personnel without 
the prior written consent of the other party. Notwithstanding the foregoing, 
the parties will prepare and issue a joint press release in connection with 
the execution of this Agreement.

1.28     CONFIDENTIALITY OF AGREEMENT:

Notwithstanding the obligations contained in Section 1.17 (Use of 
Information) of this Agreement the parties shall keep all provisions of this 
Agreement and any order submitted hereunder (including, without limitation, 
prices and pricing related information) confidential except as reasonably 
necessary for performance by the parties hereunder and except to the extent 
disclosure may be required by applicable laws or regulations, in which latter 
case, the party required to make such disclosure shall promptly inform the 
other prior to such disclosure in sufficient time to enable such other party 
to make known any objections it may have to such disclosure. The disclosing 
party shall take all reasonable steps and exercise all reasonable efforts 
directed by Seller to secure a protective order, seek confidential treatment, 
or otherwise assure that this Agreement and/or any order will be withheld 
from the public record.

1.29     AMENDMENTS:

Any supplement, modification or waiver of any provision of this Agreement 
must be in writing and signed by authorized representatives of both parties.

1.30     SEVERABILITY:

If any portion of this Agreement is found to be invalid or unenforceable, the 
parties agree that the remaining portions shall remain in effect. The parties 
further agree that in the event such invalid or unenforceable portion is an 
essential part of this Agreement, they will immediately begin negotiations 
for a replacement.

                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions
                                       14




1.31     WAIVER:

If either party fails to enforce any right or remedy available under this 
Agreement, that failure shall not be construed as a waiver of any right or 
remedy with respect to any other breach or failure by the other party.

1.32     SURVIVAL:

The rights and obligations of the parties which by their nature would 
continue beyond the termination cancellation, or expiration of this 
Agreement, shall survive such termination, cancellation or expiration.

1.33     SECTION HEADINGS:

The section headings in this Agreement are inserted for convenience only and 
are not intended to affect the meaning or interpretation of this Agreement.

1.34     CHOICE OF LAW:

The construction and interpretation of, and the rights and obligations of the 
parties pursuant to this Agreement, shall be governed by the laws of the 
State of New York without regard to its conflict of laws provision.

                        Lucent Technologies Proprietary
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                                       15




                                  2. ARTICLE II

                   PROVISIONS APPLICABLE TO LICENSED MATERIALS

2.1      LICENSE FOR LICENSED MATERIALS:

(a)      Upon delivery of Licensed Materials pursuant to this Agreement, Seller
         grants to Customer a personal, nontransferable, and nonexclusive
         license to Use Licensed Materials in the United States for its own
         business operations. No license is granted to Customer to Use the
         Licensed Materials outside the United States or to sublicense such
         Licensed Materials furnished by Seller without prior written approval
         from Seller. Customer shall not reverse engineer, decompile or
         disassemble Software furnished as object code to generate corresponding
         Source Code. Unless otherwise agreed in writing by Seller, Customer
         shall not modify Software furnished by Seller under this Agreement.
         Notwithstanding the above, Customer is granted a further right to
         sublicense its end-users to use the Software in connection with the
         performance of Customer's services.

(b)      Customer shall not copy Software embodied in Firmware. Customer shall
         not make any copies of any other Licensed Materials except as necessary
         in connection with the rights granted hereunder. Customer shall
         reproduce and include any Seller copyright and proprietary notice on
         all such necessary copies of the Licensed Materials. Customer shall
         also mark all media containing such copies with a warning that the
         Licensed Materials are subject to restrictions contained in an
         agreement between Seller and Customer and that such Licensed Materials
         are the property of Seller. Customer shall maintain records of the
         number and location of all copies of the Licensed Materials. Customer
         shall take appropriate action, by instruction, agreement, or otherwise,
         with the persons permitted access to the Licensed Materials so as to
         enable Customer to satisfy its obligations under this Agreement. If
         Customer's license is canceled or terminated, Customer shall return all
         copies of such Licensed Materials to Seller or follow written
         disposition instructions provided by Seller.

2.2      CHANGES IN LICENSED MATERIALS:

Prior to shipment, Seller at its option may at any time modify the 
Specifications relating to its Licensed Materials, provided the 
modifications, under normal and proper Use, do not materially reduce or 
adversely affect the Use, Function, or performance of the ordered Licensed 
Materials. Unless otherwise agreed in writing, such substitution shall not 
result in any additional charges to Customer with respect to licenses for 
which Seller has quoted fees to Customer.

2.3      CANCELLATION OF LICENSE:

Notwithstanding any other section in this Agreement to the contrary, if 
Customer fails to comply with any of the material terms and conditions of 
this Agreement with respect to the Use of Licensed Materials, and such 
failure is not corrected within thirty (30) days of receipt of written notice 
thereof by Customer, Seller, upon written notice to Customer, may cancel any 
affected license for Licensed Materials without further notification.

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                                 3. ARTICLE III

                                ENTIRE AGREEMENT:

3.1      ENTIRE AGREEMENT.

The terms and conditions contained in this General Agreement supersede all 
prior oral or written understandings between the parties with respect to the 
subject matter hereof and constitute the entire agreement between the parties 
with respect to such subject matter. The preprinted terms and conditions on 
Customer's purchase orders or Seller's sales forms are deleted. The typed or 
handwritten provisions of an order which are consistent with the terms of 
this General Agreement along with the terms of this General Agreement shall 
constitute the entire Agreement between the parties relating to said order.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by 
their duly authorized representatives on the date(s) indicated.


JATO COMMUNICATIONS CORPORATION                  LUCENT TECHNOLOGIES INC.


By: /s/ Brian E. Gast                            By: /s/ S. Tim Gropp
  ---------------------------                       ---------------------------
Name: Brian E. Gast                              Name: S. Tim Gropp
     ------------------------                          ------------------------

                                                 Title: Customer Team Vice 
Title: President                                        President, West
      -----------------------                          ------------------------
Date: 2-12-99                                    Date:
     ------------------------                          ------------------------


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                                       17



                                    *** Text Omitted and Filed Separately
                                        Confidential Treatment Requested
                                        Under 17 C.F.R. Sections 200.80(b)(4),
                                                          200.83 and 240.24b-2

                                 AMENDMENT ONE
                                      TO
                               GENERAL AGREEMENT
                                    BETWEEN
                       JATO COMMUNICATIONS CORPORATION
                                      AND
                            LUCENT TECHNOLOGIES, INC

This Amendment Number One ("Amendment") is made this 20th day of August, 
1999, by and between JATO Communications Corporation, with offices located at 
1099 18th Street, Suite 2200, Denver, CO 80202 ("Customer") and Lucent 
Technologies, Inc., a Delaware Corporation with offices located at 600 
Mountain Avenue, Murray Hill, New Jersey 07974 ("Seller") (collectively known 
as the "Parties").

WHEREAS, Customer and Seller have previously entered into a General Agreement 
Number LNM99PK000005L effective February 15, 1999 ("General Agreement"); and

WHEREAS, Seller and Customer have agreed to fund a co-marketing arrangement; 
and

NOW THEREFORE, in consideration of the premises contained herein and other 
good and valuable consideration,, the receipt and sufficiency of which are 
hereby acknowledged, the Parties hereto agree to incorporate this Amendment 
One into the General Agreement as follows.

1.  TERM

This Amendment shall be coterminous with the General Agreement, unless 
earlier terminated as provided by this Amendment or the General Agreement, 
and shall remain in effect for so long as the General Agreement remains in 
effect. The term of this Amendment shall be referred to as the "Term."

2.  SCOPE

The terms and conditions of this Amendment incorporate by reference and 
attach hereto the General Agreement except as expressly modified, 
supplemented, or deleted herein. Any such modifications, supplements, or 
deletions shall apply only to this Amendment and shall not apply to any other 
agreement, unless so provided therein. In the event of any conflict between 
the terms of this Amendment and the General Agreement, the terms and 
conditions of this Amendment shall apply only to the Products and Licensed 
Materials herein.

3.  MARKETING DEVELOPMENT FUND

Section 1.35, MARKETING DEVELOPMENT FUND, is hereby added in its entirety as 
follows:

"1.35.  MARKETING DEVELOPMENT FUND

Seller agrees to create a Marketing Development Fund ("MDF") of [  *  ]. Said 
allocation shall be calculated by Seller pursuant to the guidelines set forth 
in the attached Exhibit A and shall be retroactive back to the


                                   * INDICATES CONFIDENTIAL TREATMENT REQUESTED

                                       1


effective date of the General Agreement. Any amounts allocated to the MDF 
hereunder shall be subject in all respects to and may be utilized by Customer 
only in accordance with the MDF guidelines in Exhibit A to and must be used 
prior to term expiration or forfeited.*

4.  MODIFICATIONS

Section 1.19, NOTICES, is hereby amended as follows to change Seller's point 
of notification:

*If to Seller               Lucent Technologies, Inc.
                            8400 E. Prentice Avenue, 9th Floor
                            Englewood, CO 80111
                            ATTN: Contract Manager

5.  ENTIRE AGREEMENT

This Amendment, together with exhibits attached hereto and made a part of the 
General Agreement constitute the entire agreement between the Parties with 
respect to the subject matter hereof and supersede all prior oral and written 
communications, agreements, and understandings of the Parties on such subject 
matter.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment One to be 
executed by their duly authorized officers or representatives on the date(s) 
indicated.

JATO COMMUNICATIONS CORPORATION             LUCENT TECHNOLOGIES, INC.

By: /s/ Gerard A. Maglio                    By: /s/ J. P. Goodman
    --------------------------                  ------------------------
Name: Gerard A. Maglio                      Name: J. P. Goodman
      ------------------------                    ----------------------
Title: VP Marketing                         Title: Sales VP
       -----------------------                     ---------------------
Date:  8/20/99                              Date:  8/24/99
       -----------------------                     ---------------------

                                       2



                                    EXHIBIT A
                       MARKETING DEVELOPMENT FUND GUIDELINES

1.  MARKETING DEVELOPMENT FUND

    The Marketing Development Fund (MDF) is a cooperative approach to 
    marketing and promotion. The program provides assistance for 
    pre-approved market development and promotional activities executed by 
    authorized Lucent Technologies Global Service Provider (GSP) customers to 
    stimulate Customer's marketing and business activity.

    1.1   MDF FUNDING

       -  Funding is based on the year's purchases of products only.

       -  For customers to be eligible for MDF, a written marketing plan must 
          be jointly approved by the Lucent Technologies GSP Marketing 
          Administrator and sales organization and the customer's marketing 
          and sales organization prior to submission of any MDF reimbursement 
          claims.

       -  Proper MDF forms shall be submitted by the customer along with 
          supporting documentation for pre-approval. After approval, copies of 
          original paid invoices are submitted. MDF reimbursements are issued 
          as cash payments or credits to be applied to current or future 
          Lucent Technologies invoices.

       -  MDF reimbursements apply to marketing activity within the approval 
          plan only, and only up to the current accrued MDF balance.

       -  MDF payments are made quarterly.

    1.2   IT'S A FIVE STEP PROCESS

       1. Jointly prepare a Marketing Development Business Plan. This plan 
          must at a minimum include:

          -  Marketing opportunities or projects designed to stimulate 
             marketing and business activities

          -  Forecasts of new revenues produced with corresponding cost 
             summaries, and

          -  Specific "measurements of success."

       2. Submit a completed MDF Submittal Form for pre-approval.

       3. When the project is completed, the approved MDF Submittal Form will 
          be returned to Lucent Technologies along with PAID invoices and 
          substantiating documents.

       4. The MDF program administrator will process the reimbursement claim, 
          verify that funding is available, and, if so, forward the approval 
          documentation to the customer with a credit memo.

       5. When submitted by the customer, the amount of the credit memo will 
          be credited to the customer's account.

    1.3   ANSWERS TO YOUR QUESTIONS ...

          Your primary MDF contact with Lucent Technologies is your Account 
          Representative. Your Representative can provide whatever assistance 
          you may need in providing direction and planning marketing 
          strategies.

                                       1



          Lucent Technologies has appointed a Marketing Development Fund 
          Administrator who handles day-to-day details of tracking and 
          coordinating reimbursement claims within Lucent Technologies.

    1.4   ACTIVITIES ELIGIBLE FOR MDF REIMBURSEMENT

    1.4.1 DIRECT MARKETING

          Direct marketing may include advertising, e.g. print ads and radio 
          spots, collateral salesware, catalogs, trade show fees, Lucent 
          Technologies product displays, direct mail and telemarketing 
          programs and other pre-approved activities. MDF funds may be 
          utilized to assist with individual company customization of direct 
          marketing materials, including development, printing, and one-time 
          production costs on authorized mailings.

    1.4.2 EVENTS

          MDF allowances may be used to off-set Lucent Technologies 
          sponsorship of events such as technology forums, conferences, 
          seminars, trade shows or other business related activities.

          Pre-approval requests must clearly demonstrate goals and objectives 
          of the event. Reimbursement claims must include a list of any other 
          co-sponsors, a copy of guest invitations to the event, detailed 
          event cost estimates, and a full description of the participation, 
          involvement, and activity by the Lucent Technologies Representative 
          who would attend or support the event.

    1.4.3 DATABASE ACQUISITION

          MDF can be utilized to fund a variety of pre-approved database 
          tools such as market-based automated pricing tools (which could 
          include basic Centrex rates, standard features, and ISDN rates and 
          features), and Marketing Information Databases (such as MKIS) for 
          client prospecting, lead generation and infrastructure modeling.

    1.4.4 SALES INCENTIVE PROGRAMS

          Incentive programs to stimulate marketing and business activities 
          are designed and administered by the customers. A jointly 
          established target for service activity penetration must be in 
          effect and tracked for the duration of the program. Proposed 
          incentive programs must conform to the following guidelines:

          -  An outline of procedures to administer, track and audit the 
             program is provided.

          -  Estimated program costs, award descriptions and values are 
             identified.

          -  A complete program activity description with specific 
             time-frames is established.

          -  A list of participating Account Executives and Sales Managers 
             and their incentive program objectives is submitted to Lucent 
             Technologies.

    1.4.5 MDF PERSONNEL

          Under the MDF program, the Lucent Technologies customer may fund 
          technical consultants and/or marketing sales consultant personnel 
          to implement marketing and sales programs to stimulate marketing 
          and business activity. All pre-approved personnel funded by MDF 
          must be dedicated 100% to stimulating Lucent Technologies product 
          sales. All expenses must conform to standard Lucent Technologies 
          voucher guidelines. All expenses require pre-approval and must 
          include overall project concept, opportunity identification, 
          program cost, and a detailed action plan with measurable milestones 
          and start-stop dates. MDF payments for personnel are made quarterly.

                                       2




                                    *** Text Omitted and Filed Separately
                                        Confidential Treatment Requested
                                        Under 17 C.F.R. Sections 200.80(b)(4),
                                                          200.83 and 240.24b-2


                                  AMENDMENT TWO

                                       TO

                                GENERAL AGREEMENT

                                     BETWEEN

                         JATO COMMUNICATIONS CORPORATION

                                       AND

                            LUCENT TECHNOLOGIES, INC.


This Amendment Number Two ("Amendment") is made this 24th day of August 1999, 
by and between JATO Communications Corporation, with offices located at 1099 
18th Street, Suite 2200, Denver, CO 80202 ("Customer") and Lucent 
Technologies, Inc., a Delaware Corporation with offices located at 600 
Mountain Avenue, Murray Hill, New Jersey 07974 ("Seller") (collectively known 
as the "Parties").

WHEREAS, Customer and Seller have previously entered into a General Agreement 
Number LNM99PK000005L effective February 15, 1999 and Amendment One dated 
August 9, 1999 ("General Agreement"), and

NOW THEREFORE, in consideration of the premises contained herein and other 
good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the Parties hereto agree to incorporate this Amendment 
Two into the General Agreement as follows,

1.       TERM

This Amendment shall be coterminous with the General Agreement, unless 
earlier terminated as provided by this Amendment or the General Agreement, 
and shall remain in effect for so long as the General Agreement remains in 
effect. The term of this Amendment shall be referred to as the "Term."

2.       SCOPE

The terms and conditions of this Amendment incorporate by reference and 
attach hereto the General Agreement except as expressly modified, 
supplemented or deleted herein. Any such modifications, supplements, or 
deletions shall apply only to this Amendment and shall not apply to any other 
agreement, unless so provided therein. In the event of any conflict between 
the terms of this Amendment and the General Agreement, the terms and 
condition of this Amendment shall apply only to the Products and Licensed 
Materials herein.

3.       AGREEMENT MODIFICATIONS

Article III, Entire Agreement, is hereby changed to Article VI, Entire 
Agreement.

JATO amendment II                      1                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions


Article III, Provisions Applicable To Installation And Other Services, is 
hereby added in its entirety as attached.

Article IV, Provisions Applicable to Maintenance, is hereby added in its 
entirety as attached.

Article V, Provisions Applicable to Network Management Services.

4.       ENTIRE AGREEMENT

This Amendment, together with attachments and made a part of the General 
Agreement constitute the entire agreement between the Parties with respect to 
the subject matter hereof and supersede all prior oral and written 
communications, agreements, and understandings of the Parties on such subject 
matter.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment Two to be 
executed by their duly authorized officers or representatives on the date(s) 
indicated.


JATO COMMUNICATIONS CORPORATION             LUCENT TECHNOLOGIES, INC.


By: /s/  Rex Humston                        By: /s/ J.P. Goodman
   --------------------------------            ----------------------------
Name: Rex Humston                           Name: J.P. Goodman
     ------------------------------              --------------------------
Title: VP & CTO                             Title: Sales VP
      -----------------------------               -------------------------
Date: 8-24-99                               Date: 8/24/99
      -----------------------------               -------------------------

JATO amendment II                      2                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions

                                   ARTICLE III

            PROVISIONS APPLICABLE TO INSTALLATION AND OTHER SERVICES

         GENERAL: The provisions of this Article III shall serve as the 
Statement of Work (SOW) for and shall apply to the Services ordered by 
Customer and furnished by Seller under this Agreement.

3.1      SITE REQUIREMENTS:

(a)      Customer is solely responsible for ensuring that the installation site
         is compliant with any site requirements identified by Seller for the
         installation and/or operation of any Products, Licensed Materials, or
         Services furnished by Seller under this Agreement. Such site
         requirements shall include, without limitation, those site requirements
         set forth in this Article. Seller agrees to cooperate with Customer to
         ensure compliance with all site requirements, provided that such
         cooperation shall not require Seller to incur any out-of-pocket costs
         unless the parties expressly agree otherwise in writing.

(b)      Customer shall be solely responsible for ensuring that the installation
         site complies with all applicable laws, orders, and regulations of
         federal, state and local governmental entities including, without
         limitation, those relating to environmental conditions.

(c)      Notwithstanding anything contained in this Agreement to the contrary,
         Seller shall have no liability to Customer, its employees, agents, and
         customers for any delay by Seller in completion of any installation or
         other Service to be provided by Seller under this Agreement if such
         delay is attributable to the failure by Customer to comply with any
         site requirements or to provide any other items which are the
         responsibility of Customer under this Article Ill.

(d)      The site requirements which are solely the Customer's responsibility
         shall include but are not limited to the following:

              -   Co-Location implementations will be based on a standard
                  configuration, specified by Customer in conjunction with
                  Lucent, to include; electronic equipment (such as ATM
                  concentrators, DSLAM, routers, etc.), equipment racks,
                  cabling, and ancillary materials. Site specific requirements
                  will be identified by Customer and adapted to specific
                  configurations.

              -   All implementations must be in compliance with the Co-Location
                  Agreements between Customer and the ILEC for each site. It is
                  Customer's responsibility to review and apply the requirements
                  of these agreements to the Co-Location implementations.

              -   It is the intent of Customer to implement cageless
                  installations wherever possible, and caged and virtual
                  installations only when necessary due to the availability of
                  ILEC facilities, scheduling and costs.

JATO article III                       1                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions


         Customer will perform all engineering functions associated with the
         implementation of their network, including but not limited to the
         following list:

              -   Develop and maintain floor plans, wiring and installation 
                  drawings

              -   Develop and maintain instructions to guide Lucent 
                  installation forces

              -   Understand and intemperate ILEC interconnect agreement

              -   Develop long range plans for hardware evaluation and 
                  selection / substitutions

              -   Collect site survey information to identify equipment rack
                  layout (ILEC provided and/or Lucent installed), cable routes,
                  cable distances, verify MDF frame, DSX bay, BDFB, and CO
                  grounding positions and availability.

              -   Identify changes to the standard configuration drawings and 
                  Bill of Materials

              -   Develop and maintain site-specific bill of materials (BOM's)
                  and CAD drawings.

              -   Develop and maintain appropriate technical documentation.

              -   Determine Content and filing requirements of Co-Location 
                  agreements with ILECs.

              -   Placement of Purchase Order(s) for Co-Location sites will
                  begin the Implementation processes by Lucent.


3.2      ADDITIONAL ITEMS TO BE PROVIDED BY CUSTOMER

         In the event the site survey conducted by the parties pursuant to 
the site acceptance meeting criteria established determines that the 
necessary requirements are not met at the commencement of the installation of 
the Products and the Customer needs to arrange for alterations and/or 
repairs, the order will be placed on hold until such time as requirements are 
met. During such interval, Seller reserves the right to determine any 
schedule and price impacts

3.2.1    ADDITIONAL RESPONSIBILITIES OF CUSTOMER

(a)  In addition to other deliverables and requirements of Customer defined
     herein, Customer shall:

         -    Develop Installation Specifications, Test Verification Procedures
                  and final Co-Location Cage Installation Checklist.

         -    Participate in ILEC MOP meetings (only when needed).

         -    Provide required assistance to Seller to gain access to 
              Co-Location facilities.

         -    Perform verification testing of remote access to site equipment.

         -    Sign off on the final Co-Location Cage Installation Checklist.

JATO article III                       2                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions



3.3      ITEMS TO BE FURNISHED BY SELLER

3.3.1    SERVICES:

(a)  The following items will be furnished by Seller (as required by the 
conditions of the particular Services ordered by Customer):

              -   Implementation Services for the installation of Customer 
                  network equipment and communications facilities in ILEC 
                  Central Office co-location facilities (CO), and offsite 
                  co-location facilities (collectively referred to as 
                  Co-Locations.)  This includes:

                  -   Procurement of Customer network equipment supplied 
                      and/or OEM'ed through Lucent Technologies.

                  -   Materials and logistics management of network 
                      equipment and associated components.

                  -   Kitting of network equipment and associated 
                      components.

                  -   Installation of network equipment and associated 
                      components.

                  -   Project management of all of the above 
                      Implementation Services processes, tasks and
                      deliverables.

              -   Maintenance services of Customer network equipment and
                  communications facilities per the terms and conditions of
                  separate definition of services.

              -   Network monitoring of Customer network equipment and
                  communications facilities per the terms and conditions of
                  separate definition of services.

              -   Program management and coordination of all services provided 
                  by Seller to Customer. Seller Program Management Deliverables
                  include:

                  -   Establishment and maintenance of a complete list of
                      specific deliverables as described in this Agreement.

                  -   Create a comprehensive schedule based on Customer's
                      rollout plan for all Seller deliverables, including
                      linkages and hand-offs between Customer, NetCare (a
                      division of Seller's), and other involved third parties.
                      This includes Order Acceptance and processing, manufacture
                      of equipment, kitting, installation and testing.

                  -   Track implementation status against plan.  Coordinate 
                      with Customer for priority installation

                  -   Document and implement a Change Control Plan (rollout
                      schedule, site/city priority changes, staging
                      implications, etc.) to maintain the integrity of the
                      project. This Change Control Plan will include a change
                      control procedure to document changes during the project.
                      These changes may result in schedule accelerations or
                      delays as well as monetary increases or decreases with
                      respect to overall project results.

                  -   Maintain Action Item Register

                  -   Implement Jeopardy Plan

JATO article III                       3                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions



                  -   Provide a Project Communications Plan that will provide
                      weekly progress reports on items such as: jeopardy
                      escalation issues, weekly status meetings, action item
                      resolution and schedule status.

                  -   Implement a bi-monthly executive meeting to communicate
                      pertinent issues at a project executive level.

                  -   Provide Completion Notices to customer on a site-by-site
                      basis.

                  -   Participate in ILEC MOP meetings.

(b)  WAREHOUSING, DELIVERY, RECEIPT & ON-SITE STORAGE OF EQUIPMENT AND 
GENERAL CLEANING Seller's personnel will be on-site at the time the Products 
are delivered. Such personnel will accept the Products, unpack for inventory 
purposes and inspect such Products for damage. Seller will resolve all 
shipping errors, inventory discrepancies and damage issues. This function 
shall be performed in an area previously designated for the storage and 
unpacking of equipment and Product(s). Such area will be selected based on a 
location that minimizes movement of material and personnel through the work 
site. In the event storage is limited or inadequate, as determined by Seller, 
temporary storage facilities such as trailers or containers may be required. 
Any fees associated with the procurement of temporary storage facilities are 
not included in Seller's quoted prices and shall be solely the responsibility 
of the Customer as per customer approval. Materials such as plywood or 
masonite will be utilized as necessary, to prevent cable reels, iron work and 
other heavy objects from damaging floors, walls and doors. Seller shall 
perform general cleaning of the equipment and storage areas (e.g. clearing 
floors of debris, packing material, etc.) on a regular basis throughout the 
installation period. Rubbish shall be disposed of at Seller's expense and in 
compliance with local requirements.

(c)  HARDWARE ASSEMBLY Hardware assemblies and overhead cable rack, iron work 
and conduit (collectively "Components") will be delivered for specific bays 
and cabinets as identified in the firm price quote provided by Seller to 
Customer. Unless included herein or under separate agreement. additions of 
these components to provide access to other locations (i.e. power rooms, 
computer rooms, distributing frames not located with Products, or Products 
located on separate floors) will be specifically excluded from the 
installation services. Such additions will only be included in the 
installation services for an additional charge. Seller will place and secure 
all ordered products in the location specified in the engineering 
specifications. 

(d)  INSTALLATION Seller installation crews will construct the configuration 
per Customer supplied installation instructions, drawings and check lists. 
Installation will verify that the system or individual components power up, 
Installation will perform the following services:

     -   Receive packaged materials for installation at the Co-Location

     -   Schedule on-site Technician for Hardware Installation

     -   Unpack, Inspect, and Inventory Equipment

     -   Installation of rack equipment per specifications

     -   Connection to facilities power supply per specifications

     -   Verify successful power-up and diagnostics per specifications

     -   Connect and verify all cables and connections (10baseT, serial, etc.)
         per specifications

JATO article III                       4                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions



     -   Dressing of all cabling per specifications

     -   Termination of customer's circuits on equipment per design 
         specifications

     -   Label all circuit numbers on both ends per specifications

     -   Provide information for ILEC MOPs

     -   Update documentation with site specific information

     -   Site clean up following installation

     -   Disposal of all packing materials and waste

     -   Completion of Final Co-Location Cage Installation Checklists as 
         developed by Customer

(e)  MATERIAL LOGISTICS AND KITTING Material logistics and kitting includes 
all of the ordering, materials logistics and pre-installation preparation of 
the equipment and materials for installation at Customer specified 
Co-Location sites. Kitting will be based upon a standard configurations 
specified by Customer. Specific changes to the standard configuration 
requested by Customer will be defined in the Purchase Order, including 
addition or subtraction of equipment and/or services. Customer will determine 
site specific requirements that may also result in changes to the standard 
configurations.

Lucent will perform these tasks:

     -   Ordering of all equipment and materials based upon the bills of
         materials (BOM's) as specified in the Customer PO for installation at
         Customer specified sites.

     -   Ordering of any cabling, equipment racks or ancillary materials varying
         from the standard configuration that must be adapted to meet site
         specific requirements as identified by Customer.

     -   Record configuration, mode/serial numbers, and shipping information.

     -   Packaging of all equipment racks, electronic equipment, cables and 
         ancillary materials.

     -   Shipment of all the above materials to the Co-Location site for 
         installation.

     -   Development and implementation of all materials logistics and kitting
         processes, procedures, documentation and quality assurance monitoring.

(f)  CABLE AND WIRE Seller will wire, attach, terminate and affix all cable 
and wire including fiber optic cables supplied with purchased Products. This 
may include but is not limited to mechanical wire wrapping, soldering, 
crimping, plugging in of pre-terminated cables or polishing of fiber optics 
for purchased Product. Seller will run alarm cabling, terminate and test for 
the identified equipment including Customer provided environmental scan 
points of fire detection and door entry which are less than fifty (50) feet 
away and pre-terminated. Seller will verify all copper wiring placed by the 
Seller for continuity to detect and analyze opens, shorts, reversals, and 
incorrect wiring. Where pairs, quads or groupings are indicated, the grouping 
will be verified. Seller will ensure the functionality and integrity of all 
fiber directly associated with the installed Products and the fiber optic 
cables installed by Seller Within the building structure. Seller will "Dress" 
all cabling and wiring and provide physical protection. Seller will properly 
protect cables at all "break-off" locations, such as the vertical turns from 
the overhead cable rack to bay frame work.

JATO article III                       5                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions



(g)  REPRESENTATION Represent Customer at each ILEC site acceptance meeting 
utilizing site acceptance criteria as developed by Customer.

(h)  DOA PARTS REPLACEMENT Seller is responsible for dead on arrival 
materials.

(i)  EXECUTIVE REVIEW MEETINGS Seller's Sales Director and Program Manager 
designated for Customer Will monitor the installation process on a weekly 
basis and update Customer on an ongoing basis as needed. A monthly executive 
review meeting will be set up to Cover any issues, concerns, or hems that 
need to be escalated with the Customer.

3.4      ACCEPTANCE

(a)  All installation Services shall be considered complete and ready for
     acceptance by Customer on turnover for warranty provisions. Upon completion
     of the installation, Seller will submit to Customer a notice of completion
     or, if Customer has elected advance-turnover of subsystems, a notice of
     completion of advance-turnover.

(b)  Customer shall promptly make b final inspection of substantial conformance
     with the Specifications and do everything necessary to expedite acceptance
     of the job. Seller will promptly correct any defects for which it is
     responsible. All work will be considered as fully accepted unless Seller
     receives notification to the contrary within thirty (30) days after
     submitting its notice of completion. Notwithstanding the foregoing,
     Customer shall be deemed to have accepted any Products and Licensed
     Materials upon the placement of the same into service.

3.5      WORK OR SERVICES PERFORMED BY OTHERS:

         Work or services performed at the site by Customer or its other 
vendors or contractors shall not interfere with Seller's performance of 
Services. Seller shall have no responsibility or liability with respect to 
such work or services performed by others. If Customer or its other vendors 
or contractors fail to timely complete the site readiness or if Customer's or 
its other vendors' or contractors' work interferes with Seller's performance, 
the scheduled completion date of Seller's Services under this Agreement shall 
be extended as necessary to compensate for such delay or interference.


JATO article III                       6                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions


                                   ARTICLE IV
                     (MAINTENANCE - DEFINITION OF SERVICES)

                                  ATTACHMENT A

                             SERVICE LEVEL AGREEMENT

All service levels, for non-performance, shall be reviewed [  *  ] and shall 
be computed [  *  ]. SLA credits have been defined based on the Service Level 
Agreement ("SLA") for the site. The level of the defined credits directly 
relates to the critical nature of each node within the Jato network. Events 
shall be reviewed on a [  *  ]. At the end of [  *  ], all SLA credits shall 
be expunged and the SLA credits shall start anew. In the event SLA Credits 
are issued [  *  ], where three or more events occur in [  *  ], in addition 
to the SLA Credits provided for herein, customer may terminate this 
Agreement, upon sixty (60) days written notice based on non-performance. In 
the event Lucent has not met the defined service level for the site the 
following SLA credits shall apply:

[  *  ] SERVICE LEVEL AGREEMENT FOR THOSE SITES IDENTIFIED WITH A CUSTOMER 
PROVIDED AND SELLER ACCEPTED PURCHASE ORDER - PRICING SCHEDULE OR ANY 
ADDITIONAL SITES MUTUALLY AGREED UPON:

    EVENT 1:  NO SLA CREDIT.
    EVENT 2:  [  *  ] OF THE ANNUAL SERVICES CHARGES FOR ALL SITES
              WITH A CUSTOMER PROVIDED AND SELLER ACCEPTED PURCHASE ORDER.
    EVENT 3:  [  *  ] OF THE ANNUAL SERVICES CHARGES FOR ALL SITES
              WITH A CUSTOMER PROVIDED AND SELLER ACCEPTED PURCHASE ORDER.
    EVENT 4:  [  *  ] OF THE ANNUAL SERVICES CHARGES FOR ALL SITES
              WITH A CUSTOMER PROVIDED AND SELLER ACCEPTED PURCHASE ORDER.
    EVENT 5:  EXECUTIVE MEETING SHALL BE HELD BETWEEN BOTH COMPANIES TO
              DETERMINE CONTINUATION OF THE AGREEMENT. THE VICE
              PRESIDENT, WORLDWIDE NETCARE SALES AND VICE PRESIDENT,
              WORLDWIDE NETCARE OPERATIONS SHALL REPRESENT LUCENT
              TECHNOLOGIES.


JATO article IV attachment A           1                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions

                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED



NEXT DAY SERVICE LEVEL REQUEST:

    EVENT 1:  NO SLA CREDIT.
    EVENT 2:  $[  *  ] SERVICES CREDIT.
    EVENT 3:  $[  *  ] SERVICES CREDITED.
    EVENT 4:  $[  *  ] SERVICES CREDITED.
    EVENT 5:  $[  *  ] SERVICES CREDITED.
    EVENT 6:  EXECUTIVE MEETING SHALL BE HELD BETWEEN BOTH COMPANIES TO
              DETERMINE CONTINUATION OF THE AGREEMENT. THE VICE
              PRESIDENT, WORLDWIDE NETCARE SALES AND VICE PRESIDENT,
              WORLDWIDE NETCARE OPERATIONS SHALL REPRESENT LUCENT
              TECHNOLOGIES.


Non-performance, which triggers an event, is defined by the following 
criteria: Jato expects the field technician to be ON TIME, carrying the 
PROPER TOOLS, and COMPETENT to resolve the problem until there is a CLOSED 
TICKET.

DEFINITIONS:

    ON TIME means the technician will arrive on site within the
    specified response time for the site/equipment.

    PROPER TOOLS means the technician has the correct hardware
    replacement requested at the time of the maintenance dispatch
    and all required tools to replace the faulty hardware.

    COMPETENT means that the field technician is skilled to
    replace the faulty hardware without effecting the performance
    of additional equipment on site. The technician should be
    competent to interface with the appropriate Service Provider
    in resolution of circuit issues, work with a DSX-1 and DSX-3
    panels, and to replace DC powered equipment.

    CLOSED TICKET means that the technician has completed entering
    the trouble cause and resolution information, time and travel,
    and parts requirements information into the trouble ticketing
    system and has manually closed the ticket.

    SLA CREDITS WILL BE APPLIED TO NEXT SCHEDULED INVOICE.


JATO article IV attachment A           2                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions

                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED



                                   ARTICLE IV

             PROVISIONS APPLICABLE TO MAINTENANCE SERVICES OF SELLER

GENERAL: The provisions of this Article IV shall serve as the Statement of 
Work (SOW) for and shall apply to the services ordered by Customer and 
furnished by Seller under this Agreement.

4.0      MAINTENANCE SERVICES

Seller will maintain the Seller provided data networking equipment and other 
vendor equipment, as mutually agreed upon.

Seller will furnish the following items.,

         -    Maintenance Services
         -    Full system support
         -    Problem management and resolution
              -   Dispatch
              -   Equipment replacement
         -    Software maintenance updates
         -    Customer initiated service escalation
         -    Hardware maintenance
         -    Preventative hardware maintenance


4.1      HOURS OF COVERAGE AND RESPONSE TIME OBJECTIVES:

The hours of coverage and response objectives for a Seller Technologies 
Customer Engineer dispatched to the Customer site are as follows:



 PRODUCT              MODEL                  DESCRIPTION                   COVERAGE             RESPONSE
                                                                                   
LUCENT             AC 60,120           ATM SWITCH                          [  *  ]               [  *  ]
COPPER             CF200               CE200 DSLAM                         [  *  ]               [  *  ]
MOUNTAIN
TURNSTONE          600000/3/4          CX100                               [  *  ]               [  *  ]
WTI                RSM-800DC/288DC     REMOTE SITE MANAGER and RACK        [  *  ]               [  *  ]
                                       MOUNT MODEM, -48VDC
CISCO              2514                CISCO 2514-DC,                      [  *  ]               [  *  ]
CISCO              2507-DC             CISCO 2505-DC, 8 PORT HUB, 2-       [  *  ]               [  *  ]
                                       PORT ASYNC/SYNC
GDC                010B226-            SPECTRACOM 2000 CHASSIS,            [  *  ]               [  *  ]
                   002/76P016-001      -48VDC with T1/FT1 DSU/CSU
                                       MODULE



*[  *  ], including holidays
**[  *  ], excluding holidays

Holidays are defined as New Year's Day, Memorial Day.  Independence


JATO article IV                         1                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions

                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED



Day, Labor Day, Thanksgiving Day and the day after Thanksgiving, and 
Christmas Day.

The response objective for a Seller Technologies Customer Engineer dispatched 
to the Customer site is to arrive within [  *  ] of the time the request for 
dispatch was received by Seller provided that the site is within 50 miles of 
the Seller Service Support Center (SSC) and that service is provided during 
the contracted hours of coverage. This on-site response objective is from the 
time of field Technician dispatch, and does not include any remote diagnosis 
that may be required to determine the cause of the failure and the 
appropriate resolution.

FAILURE TO MEET CONTRACTED RESPONSE TIMES:

For those sites where response time is contracted, should a Seller Technician 
not arrive onsite within the contracted time of dispatch, Seller shall 
provide remedy in accordance with the Service Level Agreement (ATTACHMENT A) 
attachment to this Definition of Services.

4.2      FULL SYSTEM SUPPORT:

This service provides telephone access to the Seller Customer Assistance 
Center (CAC.) and onsite response with spare parts from the Seller 
Technologies SSC located near the Customer site. Since Seller is providing 
Network Management Services to Customer, Seller will contact the CAC for any 
required assistance and/or dispatch. The CAC can also be accessed directly by 
Customer by calling the 24 hour hotline number 1-800-WE2-CARE. The direct 
service activities provided by the CAC include consultation service, problem 
management and problem resolution.

4.3      PROBLEM MANAGEMENT AND RP-SOLUTION

The CAC fields requests for assistance and dispatch under the Full System 
Support service. Problem management and resolution involves specific steps 
appropriate to the nature of the problem.

         -    PROBLEM DIAGNOSIS AND CAUSE ISOLATION - The first step includes
              troubleshooting actions to identify the cause of the problem and
              to separate software-related problems from those caused by
              hardware. Seller may, with Customer's permission, remotely access
              the Customer network product to assist in the diagnosis of
              troubles.

         -    TROUBLE RESOLUTION - Once the problem has been located, diagnosed
              and its cause identified, the CAC will recommend appropriate
              actions to resolve the problem.

         -    RESOLUTION MANAGEMENT - The CAC, working with the Sellers Network
              Management Center, will manage the resolution of Customer's
              request for assistance to Customer's satisfaction, even when it
              necessitates engaging other Seller Technologies or vendor support
              groups to acquire the needed expertise. The CAC will continue to
              assume responsibility for managing the problem until it is
              resolved or until there is mutual agreement that the problem
              belongs to another support group for resolution.

4.4      SOFTWARE MAINTENANCE UPDATES

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                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions

                                    * INDICATES CONFIDENTIAL TREATMENT REQUESTED



Software maintenance updates contain the changes made to correct or enhance 
functionality or performance. They apply only to current generics or releases 
of the supported Seller Products.

         -    OCCASIONAL UPDATES - Software Maintenance Updates sent in response
              to problem reports received at the CAC as part of a software
              maintenance service.

         -    CUMULATIVE SOFTWARE MAINTENANCE UPDATES - Cumulative updates
              contain all previously developed corrections and selected
              enhancements when necessary to keep software current.

4.5      CUSTOMER INITIATED SERVICE ESCALATION

Customer can escalate any problem to the CAC management by calling the CAC 
hotline number. The CAC manager will work out a mutually acceptable Plan of 
Resolution. The CAC manager will then monitor the execution of the plan and 
keep Customer informed of progress.

4.6      HARDWARE MAINTENANCE

If the reported problem is hardware-caused, services are provided locally by 
the Seller Technologies SSC nearest Customer's location. For all covered 
hardware problems, a Seller Technologies Customer Engineer will be 
dispatched. Seller is responsible to maintain adequate levels of hardware 
spares in order to meet SLA objectives. Seller is responsible for cost of all 
replacement parts and spares.

4.7      PREVENTIVE HARDWARE MAINTENANCE

Preventive Maintenance is performed in accordance with the manufacturer's 
recommendations. Preventive maintenance will be performed during the selected 
hours of coverage at a mutually agreed upon schedule.


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                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions



                                    ARTICLE V

              PROVISIONS APPLICABLE TO NETWORK MANAGEMENT SERVICES


GENERAL: The provisions of this Article V shall serve as the statement of 
work (SOW) for and shall apply to the services ordered by Customer and 
furnished by Seller under this Agreement.

5.0      SCOPE OF SERVICES

5.0.1    INTRODUCTION

Customer is requesting Seller Network Management Services to support their 
service data network. This Definition of Services (DOS) details the 
associated activities Customer is requesting Seller to provide for management 
of this network. After a final review Seller will produce a Customer 
Operations Support Plan to detail service delivery processes. Associated 
pricing agreed to by Customer and Seller will be requested and provided in a 
separate price schedule. The following sections outline the engagement scope, 
deliverable details, and responsibilities of Seller and Customer.

5.0.2    PROJECT SCOPE

In an effort to clarify the services, requested by Customer and to be 
delivered by Seller, this document will outline those network management 
services to be performed by Seller. All information contained in this 
document refers to network management services for the following Customer 
network elements: Lucent AC 60/120, Lucent CE200, WTI, Cisco routes, 
Spectracom GDC, Turnstone CX100 and other equipment as specified and agreed 
upon by Customer and Seller.

Specific areas outside this DOS's scope are:

     -   Tasks not specifically identified in the Definition of Services in 
         this document.
     -   Services not specifically identified in the Definition of Services in 
         this document.

5.1      DEFINITION OF SERVICES

The following table outlines the major services to be performed by Seller for 
this DOS (detailed descriptions are outlined in subsequent paragraphs of this 
document):


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                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions





                                     TABLE 1

PRODUCT                       FAULT MANAGEMENT     CONFIRMATION RECOVERY     PERFORMANCE REPORTING
-------------------------     ----------------     ---------------------     ----------------------
                                                                    
Lucent AC 60, 120                   Yes                    Yes                       No
Lucent CE 200                       Yes                    Yes                       No
Turnstone CX100                     Yes                    Yes                       No
CISCO 2514 Router                   Yes                    No                        No
CISCO 2507 Router                   Yes                    No                        No




5.1.1    NETCARE NETWORK MANAGEMENT SERVICE CENTER

The NetCare Network Management Services Center (NMSC) is operational 7 days a 
week, 24 hours a day, to support critical customer networks. The performance 
and productivity of the NMSC Technicians is greatly enhanced through the use 
of internally and externally sourced software tools. For example, the NMSC 
service request record system stores extensive information on customer 
equipment, networks, and locations. NMSC and Field Technicians can input and 
access real-time service request information using this system. This 
information sharing capability enables Lucent Technicians to coordinate their 
testing and repair efforts minimizing resolution time and customer impact. 
Our service tracking system includes diverse functionality, allowing 
Technicians to perform in-band and out-of-band testing without needing to 
switch between tools - a feature increasing productivity and accuracy.

Using a base platform which includes HP OpenView and Seagate Nerve Center 
Pro, Bell Laboratories engineers have developed a state-based artificial 
intelligence capability which independently verifies and filters network 
events. The collected data presents NMSC Technicians with a specific issue to 
investigate, along with complete information about the problem.

NetCare Service engineers' combination of experience, training, and advanced 
tools, allows NMSC Technicians to remotely resolve approximately 75 % of our 
customers' network problems remotely - without dispatching an onsite 
Technician. By vastly reducing onsite dispatches, our average problem 
resolution time is less than 1.5 hours, average circuit availability above 
99.5 %, and customer satisfaction survey ratings of good to excellent 
averaging 95%.

5.1.2    MANAGING YOUR SERVICES

NetCare NMS will assign a Service Implementation Manager (SIM) to the 
Customer account. The SIM will become familiar with the specifics of your 
network and configurations. While providing coordination of the NetCare NMS 
staff, the SIM will measure the Customer is provided all necessary 
information and support to implement contracted services. When the SIM has

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                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions



verified your devices and services are operating properly, your account will 
be migrated to a NetCare NMSC Operations Service Manager for continued 
monitoring and service.

5.3      NETWORK FAULT MANAGEMENT SERVICES

5.3.1    STANDARD SERVICES

The NMSC will pro-vide real-time, 24 hour a day, seven day a week fault 
management of Customer network elements (per Table 1) using the NMSC's SNMP 
Network Management System. This service requires a dedicated circuit to 
connect Customer network with the NetCare NMSC. NetCare will provide this 
circuit as described herein. The NetCare NMSC will serve as Customer single 
point of contact for all network management activities pursuant to this 
Agreement

5.3.2    FAULT ISOLATION AND RESOLUTION SERVICES

SNMP Fault Management

This service provides real-time fault management for Customer SNMP compatible 
devices using our base platform as described in the NETCARE NETWORK 
MANAGEMENT SERVICE CENTER section of this document. The service utilizes 
Customer dedicated access line to the NetCare NMSC to provide constant 
monitoring of network devices under our care to assure they are operational. 
The network management system polls and registers traps and alarms generated 
by managed devices automatically creating a service request record.

Trouble Reporting Process

Depending on the type of fault, a trouble will either be reported via a:
     1.  Trap forwarded to the NMSC monitoring platform by a monitored device.
     2.  Manual call to the NMSC.
To manually initiate a service request, the Customer team member will contact
the NMSC at 800-336-9498 and provide either the network address or device name
and your three or four character customer code. All service requests reported
via telephone or SNMP alerts (monitored by the NMSC platform) will be logged and
tracked by the NetCare NMSC. When the NetCare Technician calls to update status
or close a service request, we will use the Data Maintenance Operations System
(DMOS) service request record number.

Fault Isolation and Resolution

The NetCare NMSC will initiate trouble diagnosis, isolation, and resolution 
activities for the faulty network device or refer the service request to the 
appropriate organization (third party vendor or within Lucent Technologies). 
The type of device and circuit trouble will determine the tests to be 
performed. The NMSC will diagnose and resolve trouble conditions from 
Customer AC120 interface to the CE200 local loop line interface when SNMP 
alerts are sent from these network devices to the NMSC SNMP Network 
Management System or when a service request is

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                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions



reported to NetCare directly by the Customer. The NetCare NMSC will manage 
these service requests to resolution. The NMSC is not responsible for 
monitoring, diagnosing, or resolving transport facility, customer local loop, 
and/or customer promise equipment problems.

The dispatch of repair personnel (pursuant to the terms and conditions of this
Agreement) is governed by and limited to the terms and conditions of the
appropriate service organization's maintenance agreement with the Customer. The
NetCare NMSC will keep the Customer informed concerning service request
resolution progress whenever a significant change or event has occurred in the
status of the service request ticket. Disruptive testing will not be initiated
unless coordinated with and agreed to by the Customer. When a service request
has exceeded mutually agreed upon time limits (as defined in the Seller's
Customer Operation Support Plan), the NetCare NMSC will escalate to the next
appropriate level of management responsible for resolving the service request,
and will continue to escalate until the request is resolved. The NMSC will
provide the Customer with progress reports (as defined in the Seller's Customer
Operations Support Plan).

The NetCare NMS Technician may refer the problem to a third party vendor for
resolution, depending on the problem and the services you have contracted, and
will manage the third party vendor until the problem is resolved (commonly
referred to as Agency). The Technician will also provide status updates at
agreed upon intervals, and escalate any issues not meeting agreed to
requirements. Once resolved, the Customer will be advised of the problem
resolution, and with Customer concurrence the service request record will be
closed and stored in our database.

5.3.3    NETCARE NETWORK MANAGEMENT SUPPORT CENTER RESPONSIBILITIES

     1.  Maintain a network profile at the NMSC and update the profile with
         changes taking place in Customer network. The NetCare NMSC
         Add/Change/Delete form and/or Seller installation plans will be the
         vehicle for the Customer to convey information to the NetCare NMSC.

     2.  For contracted devices, the NetCare NMSC will filter incoming SNMP
         traps, disregard irrelevant traps, and act upon consequential traps.
         The NMSC will coordinate with Customer Network Operations Organization
         to review trouble activities.

     3.  For contracted devices, the NetCare NMSC will refer service requests to
         the appropriate vendor (as described above). The NetCare service
         request record will remain open until service request resolution.
         Should further diagnosis be required, NetCare will work with the vendor
         to resolve the service request

     4.  The NMSC will have one hour from the creation of a service request 
         (whether generated through the NMSC platform or via a manually
         generated call from the Customer) to determine the need for a Seller's
         field maintenance dispatch for contacted managed network elements. At
         the one hour mark, the Seller's NetCare NMSC will initiate a field
         dispatch request 100% of the time unless contributing factors do not
         warrant a field dispatch. For these types of service requests, the
         Seller's NetCare NMSC will coordinate with the Customer's Network
         Operations Center to gain concurrence. The joint Customer/Seller team
         will monitor performance on a minimum of a monthly basis.

     5.  Web based monthly network status reports will summarize network
         troubles, resolutions, and monthly service transaction totals.

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                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions



     6.  NetCare will provide a dedicated circuit from the NetCare NMSC platform
         to the Customer defined network ingress point.

CUSTOMER RESPONSIBILITIES

     1.  Provide Seller accurate information regarding the network to be managed
         including the number and types of devices (manufacturer and model).

     2.  Monitored devices added or deleted from the network must be reported to
         the NMSC. The NetCare NMSC will be unable to provide service on devices
         added to Customer network until written notification is received
         requesting their addition. Deleted devices will continue to be invoiced
         until such written notification is received. The information for adds
         and deletes will comply with the format of the NetCare NMSC
         Add/Change/Delete form

     3.  Customer will provide escalation contacts and telephone numbers to the
         NetCare NMSC.

     4.  Customer will provide the NetCare NMSC with a detailed and current
         network drawing prior to network management turn-up.

     5. Customer will assign all IP addresses.

     6.  NetCare requires a dial-line to all network elements managed by the
         NMSC to ensure 7x24 access. Customer will be responsible for providing
         monitored device dial-lines and the associated dial-line fees. Without
         this dial-line, if inband access is lost, NetCare cannot be held
         accountable for continuous 7x24 hour delivery of the services outlined
         in this Definition of Services and the associated Service Level
         Agreements (SLA).

5.4      NETWORK CONFIGURATION RECOVERY

The NetCare NMSC will provide configuration recovery for Customer network 
devices (per Table 1, for those devices under contract). The device back-up 
schedules and number of images stored will be outlined in the Seller's 
Customer Operations Support Plan. This information will be available, should 
it be needed, to replace lost configurations as a result of device/network 
failure or disaster. Upon Customer request, NetCare will load the appropriate 
stored configuration into the affected device(s), and verify successful 
completion. Affected network devices, which may have been physically damaged 
or Impairment must first be repaired and verified operable by the NetCare 
NMSC.

5.0      NETWORK PERFORMANCE REPORTING

The NetCare NMSC will remotely obtain and report performance data from the 
Customer's network elements supporting remote access and retrieval of element 
performance information (for those devices under contract). The NetCare NMSC 
will not provide analysis of this data. This information will be forwarded to 
Customer Network Engineering Team for analysis. The monthly reporting of 
performance data will commence 45 days after the NetCare NMSC begins managing 
Customer network.



JATO article V                         5                               08/24/99
                        Lucent Technologies Proprietary
                      Use Pursuant to Company Instructions