Investment Plan Promotion Option 1


Offer:  Revised provisions of Company term plans during a Customer's Term Plan term of service, as follows: the term plan will not automatically renew upon expiration of its term; and, in each annual period of the Promotional Commitment Period in which the Customer satisfies the minimum volume requirement under the Term Plan and the following Usage Requirement, underutilization and early termination charges under the Term Plan will not apply.


Eligibility:  A Customer must:


            enroll prior to June 30, 2002;

            have been in business five years or less;

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

            commit to use service under this promotion for a period of 60 months following promotion enrollment (Promotional Commitment Period);

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

            subscribe to a new Company term plan under a one, two or three year term of service under which the Customer subscribes to Domestic Private Line ServiceFrame Relay Service, Global Data Line, and/or WorldCom On-Net Voice Services  (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,

            not receive the benefits of the WorldCom Fund on the service which receives the benefits of this promotion;

            satisfy the following Usage Requirement:


The Company will be Customer’s exclusive carrier during the Customer’s term of service for 70 percent of all telecommunications services, including, but not limited to IP and hosting services (“Usage Requirement”).  Compliance with the Usage Requirement will be measured monthly based on Customer’s dollar usage of all telecommunications services. The Usage Requirement will exclude any minimum commitment for telecommunications services Customer is required to meet pursuant to an agreement with another carrier at the time this Agreement is executed; provided that the services so committed to any other carrier(s) will be subject to the Usage Requirement upon the expiration or termination of Customer’s agreement with the other carrier(s).  After the effective date of the contract, but not more than once every twelve monthly billing periods, The Company may request, and Customer will provide to the Company in writing, Customer records, data and invoices pertaining to its total telecommunications service usage for the most recent 12- month period preceding the request. The Company may review this information for the sole purpose of determining Customer’s compliance with the Usage Requirement.  In the event Customer breaches the Usage Requirement, Customer agrees to pay an amount equal to 70 percent of the Customer’s Total Service Charges for each month in which Customer fails to meet the Usage Requirement.


Other Conditions:


If during a Customer's Term Plan term of service, a Customer's charges for use of Company and Company‑affiliate service (including certain other products and excluding on-time and non-recurring charges) equals or exceeds the Customer's total Term Plan volume commitment, the Customer may terminate service under this promotion prior to the expiration of the term of service.


In each monthly period of a Customer's Term Plan term of service in which the Customer fails to satisfy the Company Usage Requirement, the Customer will be billed and required to pay an amount equal to the difference to the customer's charges for Company and Company‑affiliate service usage in that monthly period and the, Company Usage Requirement.


The Customer will not be eligible to receive discounts on Company service based on Company term and volume commitments if the Customer:  (i) fails to use Company service ordered as of the effective date of the contract for at least one annual period following the contract effective date; and (ii) fails to pay the Company at least (a) $3,000 per month during the annual period for Customers who subscribe to service with annual volume commitments of $36,000 to $300,000; (b) $10,000 per month for Customers who subscribe to service with annual volume commitments of $300,001 to $1,200,000; or (c) $25,000 per month for Customers who subscribe to annual volume commitments of $1,200,001 to $2,400,000.