Digital Ventures Domestic Private Line  Master Pricing Plan Promotion

Offer: The Customer will be charged a the following minimum monthly recurring per-mile charges, calculated at the per-mile rates set forth in this promotion, for DS1 (DIGITAL SIGNAL LEVEL 1) (DS1), DS3 PRIVATE LINE SERVICE (DS3) and SONET OC3 (OC3) service between the locations set forth in the Customer's written contract with the Company.

The Customer will be charged the following monthly recurring per-mile charges for DS1, DS3 and OC3 service, based on IXC mileage, except that the following minimum monthly per-circuit charges will apply, based on circuit type and IXC mileage:

Per-Circuit Monthly     Circuit Type/ DSO Per-Mile Charge  

IXC Mileage      Minimum Charge DS1 DS3 OC3

                   1   -  499               $   450                    $0.15              $0.020            $0.0180

              500  - 999                 2,000                      0.13                0.018              0.0144

            1000  +                         5,000                      0.11                0.016              0.0124

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 Private Line 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 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 WorldCom an amount equal to the discounts received pursuant to this promotion, and Customer will no longer receive the promotional discount.