Digital Ventures DS1 Access  Pricing Plan Promotion


Offer:  The Customer will be charged the following monthly recurring charges for DS1 Access to Company-provided private line service, Frame Relay Service and dedicated access to the Internet, based on access circuit type and, for Type 1 and Type 3 access circuits, standard tariffed monthly recurring charges:


                                                 Circuit Type/Monthly Recurring Charge                                                  

                                            Type 3/Standard Tariffed Monthly Recurring Charges                        

Type 1               $1.00 - $749.99            $750.00 - $999.99           $1000.00 - $1,499.99            $1,500+


$200                          $250                             $350                               $500                          $750


Definitions:  For purposes of this promotion, the following definitions apply:


Type 1:  Circuits for which local access is furnished wholly via Company or Company‑affiliate facilities or which are collocated with Company facilities.


Type 3:  Circuits for which local access is not furnished via Company or Company‑affiliate facilities.


Eligibility:  A Customer must:


enroll prior to September 30, 2002;

have been in business five years or less;

be a for-profit corporation whose stock is not publicly traded;

demonstrate to the Company's reasonable satisfaction that it can satisfy all the Eligibility requirements;

            subscribe to a new WorldCom On-Net Access Services Feature Option 1 or Feature Option 2 Term Plan under a two or three year term of service with at least a $84,000 annual volume commitment (Term Plan);

have received substantial funding from a venture capital firm or similar entity specializing in venture investments to develop profitable business operations, such that the company could not operate in any manner without the funding.  The venture capital firm or similar entity from which the Customer has received the funding must be in the business of investing in newly created enterprises for the return of equity, preferred shares, royalties and/or some combination thereof; and,

satisfy the following Company Usage Minimum Requirement:


in each annual period of the Promotional Commitment Period, the Customer's Company and Company-affiliate usage must equal or exceed 70 percent (as measured in dollars) of the Customer's telecommunications service requirements.


Other Conditions:


Customers may not receive the benefits of any other term and volume discounts, other than Access Term Discount Plan discounts, or promotional offerings, other than Investment Plan Promotion Option 1 Promotion, on WorldCom On-Net Voice Services.


In the event that any audit performed by or on behalf of the Company indicates that Customer has failed to comply with the Usage Requirement, Customer, immediately upon the Company’s request, will pay to the Company an amount equal to the discounts received pursuant to this promotion, and Customer will no longer receive the promotional rates.