Affiliate Agreement, No. T04S03-CT-3SA

General Services Agreement

No. 990013

Page 1 of 17

7/08/04

SERVICE: CPE DISPATCH, INSTALLATION, MAINTENANCE, AND TESTING

This Agreement sets forth the terms and conditions under which SELLER shall provide to BUYER (collectively “the Parties” and individually “Party”) certain Customer Premises Equipment (“CPE”), dispatch, installation and maintenance (and associated testing) services, as described in this Agreement.

The Parties agree to the following rates, terms and conditions:

1.0  Scope of Agreement

1.1  Transfer of Assets: By separate agreement and subject to legal and regulatory restrictions, BUYER shall transfer to SELLER the CPE test equipment, vehicles and certain ancillary support assets necessary for SELLER to perform its obligations under this Agreement.

1.2  CPE Equipment:

1.2.1  SELLER shall have the right to preapprove any and all CPE Equipment BUYER requests to be installed and/or maintained by SELLER on the BUYER’s behalf under this Agreement.

1.2.2  Upon SELLER’s request, BUYER shall provide to SELLER’s Labs, on or before the tenth (10th) business day following SELLER’s request, the CPE Supplier’s equipment technical specifications and a certificate from a recognized testing facility establishing that the CPE Equipment meets industry standards for that type of equipment. Within ten (10) business days from receipt of BUYER’s certificate, SELLER will notify BUYER that either: (i) it has verified the accuracy of the information contained on the certificate provided by BUYER and therefore, that SELLER has approved BUYER’s CPE Equipment; or (ii) that SELLER was unable to verify the accuracy of the information contained on the certificate and therefore, that SELLER is unable to grant approval of the CPE Equipment without additional information from BUYER.

1.2.3  SELLER shall not be obligated under this Agreement to install and/or maintain any CPE Equipment which is not preapproved by SELLER in advance and in accordance with 1.2.2, nor is SELLER otherwise obligated to approve any and all CPE Equipment requested by BUYER to be covered under this Agreement. BUYER shall make available to SELLER directly and/or indirectly (through a supplier) to the end-user customer all CPE equipment (“BUYER CPE”) requested to be installed and/or maintained by SELLER on the BUYER’s behalf under this Agreement. It shall be BUYER’S obligation to ensure that SELLER is provided with an adequate supply of BUYER CPE under this Agreement to meet BUYER’S forecasted demand as more specifically set forth in Section 6.0 below. BUYER and SELLER shall work cooperatively to establish proper inventory levels, safeguarding practices and asset tracking procedures to ensure the most economical management of the BUYER CPE. The installation, maintenance and testing services provided by SELLER hereunder, upon by request by BUYER, shall only apply to the BUYER CPE and shall not apply or be made available by SELLER as to any CPE equipment that was not provided by BUYER to SELLER directly (and/or through a supplier) or by BUYER to the end user customer unless otherwise specifically agreed by both Parties.

1.3  Scope of Services: This Agreement, and the services provided by SELLER hereunder, shall only apply to BUYER CPE dispatch, installations and maintenance (and associated testing) requested by BUYER and performed by SELLER and which are associated with: (i) SBC-13STATE Wholesale offerings identified on Addendum B to this Agreement and/or (ii) Native LAN, Native LAN Plus, BEVS, and any other Product as agreed upon by the parties as listed in Addendum C to this Agreement. Addenda B and C are attached hereto and incorporated herein by this reference.

1.4  This Agreement relates only to non-regulated BUYER CPE and does not apply to the installation, maintenance or testing of network elements or services provided by SELLER under any other agreement. SELLER will be obligated by this Agreement to provide CPE qualified technicians. Qualifications will be determined by successful completion of the BUYER training curriculum set forth on Addendum D to this Agreement, which is attached hereto and incorporated herein by this reference, for the supported Products identified in Addenda B and C.

1.5  Geographic Scope of Agreement:

1.5.1  Geographic Scope of Services for Addendum B Wholesale Offerings: the services provided by SELLER hereunder as to the Wholesale product offerings identified on Addendum B to this Agreement shall only be available in SELLER’s incumbent local exchange areas in the following states: Missouri, Oklahoma, Arkansas, Kansas, Texas, California, Nevada, Connecticut, Michigan, Wisconsin, Indiana, Illinois and Ohio (“SBC-13STATEs”).

1.5.2  Geographic Scope of Services for Addendum C Offerings: The services provided by SELLER hereunder as to the services identified on Addendum C to this Agreement shall be available only in SELLER’s incumbent local exchange areas and local exchange areas where SBC services are sold and supported by SELLER’s in-region Network Installation and Maintenance personnel as specifically identified on Addendum C.

1.5.3  BUYER and SELLER agree, for the term of this Agreement, that this Agreement applies to all eligible CPE products and work as defined herein and in Addendum B and Addendum C within the geographic area covered in this Agreement.

2.0  CPE Dispatch

2.1  SELLER hereby agrees to perform the following dispatch functions for all services offered by SELLER under the terms of this agreement.

2.1.1  Call ahead - Call end user to confirm installation appointments prior to the service order due date.

2.1.2  Force/Load Management – Managing the installation and maintenance work load to the available work force.

2.1.3  Routing - Assigning the tickets in a geographically efficient manner.

2.1.4  Interface between BUYER’s operations center and SELLER’s operations center – Provide personnel and/or electronic means to communicate with BUYER’s operations center for escalations, status checks and availability of technicians.

2.1.5  Installation Appointment Availability - Provide BUYER with AM/PM appointment availability in areas where BUYER’s service is available and subject to Geographic Scope defined in Section 1.5 above.

2.1.6  Maintenance Appointment Availability - Provide BUYER with appointment availability via BUYER website(s).

2.2  BUYER will be charged and shall pay on a time and materials basis, as set forth on Pricing Addendum A, which is attached hereto and incorporated herein by this reference, for all CPE dispatch services provided by SELLER under this Agreement.

3.0  Installation and Testing

3.1  BUYER shall provide a complete and accurate service request for BUYER CPE installation.

3.2  The scheduled CPE installation date will not be determined until receipt by SELLER of a complete and accurate service request from BUYER and shall be subject to Section 3.5 below. Any change in the submitted order may result in a change in the scheduled installation date. Except as otherwise provided in Section 3.5 below, SELLER will perform the installation and testing services under this Agreement for all complete and accurate service requests it receives from BUYER on the scheduled due date within SELLER’s available commitment window.

3.3  Except as otherwise provided in Section 3.5 below, SELLER will perform the installation and testing services under this Agreement for all complete and accurate service requests it receives from BUYER on the scheduled due date.

3.4  SELLER shall install BUYER CPE in a professional, workmanlike manner consistent with industry standards.

3.5  BUYER will ensure that BUYER CPE arrives at the end-user premise, the SELLER garage location, or other agreed-to location by at least 3:00 pm on the Business Day preceding the scheduled installation date by SELLER. In the event that the BUYER CPE does not arrive at the end-user premise, the SELLER garage location or other agreed-to location by at least 3:00 pm on the Business Day prior to the scheduled installation date, SELLER will complete the installation with BUYER CPE from its existing inventory of BUYER CPE (to the extent that SELLER has in its possession any BUYER CPE to be used for such purpose); provided, however, if BUYER has not provided adequate inventory that SELLER could utilize, SELLER will place the CPE-related service request in jeopardy (and will advise BUYER of the jeopardy status) and SELLER shall not be required to perform the requested CPE installation on the scheduled installation date.

3.6  If BUYER believes that BUYER CPE was improperly installed by SELLER’s technician and results in a service malfunction and/or subsequent trouble report, SELLER, upon request by BUYER, will dispatch and reinstall or replace the BUYER CPE from its inventory of BUYER CPE (to the extent that SELLER has in its possession any BUYER CPE to be used for such purpose or shall dispatch upon BUYER providing to SELLER or directly to end user customer such CPE). If, upon SELLER dispatch, SELLER determines that the BUYER CPE itself is faulty and/or defective, SELLER shall bill and BUYER shall pay for SELLER’s subsequent dispatch at the rates set forth in the attached Pricing Addendum. However, should SELLER, upon dispatch, find that the BUYER CPE was improperly installed by SELLER’s technician, BUYER will not be charged for such SELLER dispatch.

3.7  Notwithstanding any other provision hereof, the characteristics and methods of operation of any BUYER CPE installed by SELLER under this Agreement shall not interfere with or impair service over any facilities of SELLER; create hazards for or cause damage to those facilities; impair privacy of any communications; or create hazards or cause physical harm to SELLER technicians or the general public.

3.8  BUYER will be charged and shall pay on a time and materials basis, as set forth on Pricing Addendum A, which is attached hereto and incorporated herein by this reference, for all CPE installation (and associated testing) services provided by SELLER under this Agreement.

3.9  Upon request by either party, the Parties shall meet to negotiate, and update as needed, provisions for CPE testing (associated with the CPE installation services requested by BUYER and performed by SELLER under the terms in this Agreement).

4.0  Maintenance and Testing

4.1  SELLER shall provide maintenance and testing of BUYER CPE on behalf of BUYER. BUYER shall request such maintenance by submitting a CPE trouble ticket (“CPE Trouble Ticket”) to SELLER’s local operations center.

4.2  All BUYER CPE Trouble Tickets submitted by BUYER and received by SELLER will be dispatched by SELLER on the earliest possible CPE commitment, given force to load considerations.

4.3  SELLER shall provide requested maintenance of BUYER CPE under this Agreement in a professional workmanlike manner consistent with industry standards.

4.4  If, in the context of a CPE Trouble Ticket, BUYER believes that BUYER CPE was damaged and/or improperly installed by SELLER’s technician and results in a service malfunction and/or subsequent CPE Trouble Ticket, SELLER, upon request by BUYER, will dispatch and reinstall and/or replace the BUYER CPE from its inventory of BUYER CPE (to the extent that SELLER has in its possession any BUYER CPE to be used for such purpose or shall dispatch upon BUYER providing to SELLER or directly to end-user customer such CPE). If, upon SELLER dispatch, SELLER determines that the BUYER CPE itself is faulty and/or defective, SELLER shall bill and BUYER shall pay for SELLER’s subsequent dispatch at the rates set forth on the Pricing Addendum A. However, should SELLER, upon dispatch, find that the BUYER CPE was improperly installed and/or damaged by SELLER’s technician, BUYER will not be charged for such SELLER dispatch.

4.5  Upon request by either party, the Parties shall meet to negotiate, and update as needed, provisions for testing (associated with the CPE maintenance services requested by BUYER and performed by SELLER under the terms in this Agreement).

4.6  BUYER will be charged and shall pay on a time and materials basis, as set forth on Pricing Addendum A, which is attached hereto and incorporated herein by this reference, for all maintenance (and associated testing) services provided by SELLER under this Agreement.

5.0  BUYER-Provided Access to Information

5.1  BUYER shall provide SELLER with access to the necessary information for SELLER to provide the dispatch, installation and maintenance (and associated testing) services under this Agreement. The Parties will mutually agree on the manner in which to provide and implement such access, as needed by SELLER and at BUYER’s cost, to perform any such dispatch, installation, maintenance and testing of BUYER’s CPE. If mutual agreement cannot be reached, SELLER may refuse to perform the dispatch, installation and maintenance (and associated testing) services available under this Agreement.

6.0  BUYER-Provided CPE Forecasts

6.1  Within ten (10) days from the Effective Date of this Agreement, and then every eight (8) weeks thereafter for as long as this Agreement remains in effect, BUYER will provide SELLER with a forecast (or updated forecast, as applicable) of its demand for BUYER CPE that BUYER plans to make available to SELLER (to be stored by SELLER in a SELLER facility and/or vehicle) in the eight (8) weeks following SELLER’s receipt of each BUYER forecast or updated forecast, under this Agreement on a per SBC state basis and consistent with Section 1.5 Geographic Scope above (or as otherwise agreed to by both parties). Such forecast shall not include any BUYER CPE that BUYER plans to provide directly to the end-user customer. In the event that BUYER should fail to provide SELLER with the required 8-week forecast at any time under this Agreement or should BUYER’s demand for a 8-week period exceed BUYER’s forecast for such period for a given SBC state (consistent with Section 1.5 Geographic Scope), such failure or demand could affect SELLER’s intervals hereunder and/or SELLER’s ability to store BUYER CPE on SELLER’s premises and/or vehicles. In no event shall SELLER be obligated under this Agreement to store greater than 150 percent of the actual demand of the BUYER CPE that was provisioned by BUYER in the preceding 8-week period on SELLER’s premises and/or vehicles. The Parties understand and agree that inventory levels and changes in such levels will be based upon demand and market sales promotions and BUYER will work cooperatively with SELLER to insure a proper stocking level of BUYER CPE at any given time.

7.0  Training

7.1  Upon SELLER’s request or BUYER’s initiative, BUYER shall provide training to SELLER with respect to the dispatch, installation, maintenance, and testing of BUYER’s designated CPE not currently installed by SELLER’s installation technicians and the use of CPE test equipment used for testing the BUYER’s CPE under this Agreement. BUYER and SELLER are responsible for determining when training is necessary and how many of SELLER’s employees require such training. BUYER will have the right to determine whether it will provide the training with its own personnel or through third parties. BUYER will be responsible for any SELLER’s employee related time or expenses spent in training for this service. Nothing herein prohibits SELLER from performing its own internal, on-going training for this service and BUYER must be responsible for those associated costs for time and expense. However if SELLER intends to charge BUYER for training, such training shall be mutually agreed upon in advance.