FVC COM INC
EXHIBIT 10.7
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>7
<FILENAME>ex-10_7.txt
<DESCRIPTION>EXHIBIT 10.7
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<PAGE>

                                                                    EXHIBIT 10.7

                                  ***TEXT OMITTED AND FILED SEPARATELY
                                  CONFIDENTIAL TREATMENT REQUESTED UNDER 17
                                  C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 24b-2


                            VIDEO SERVICES AGREEMENT


         THIS VIDEO SERVICES AGREEMENT (the "Agreement") is entered into as of
the 8th day of May, 2000 (the "Effective Date"), by and between FVC.COM, INC., a
Delaware corporation with a principal place of business at 3393 Octavius Drive,
#102, Santa Clara, CA 95054 ("FVC") and QWEST COMMUNICATIONS CORPORATION, a
Delaware corporation with a principal place of business at 555 17th Street,
Denver, CO 80202 ("Qwest"). Qwest and FVC are sometimes individually referred to
herein as a "Party" or collectively referred to herein as the "Parties."

         WHEREAS, Qwest and FVC desire to integrate their respective
capabilities to provide broadband video conferencing services to Qwest's
customers.

         WHEREAS, Qwest desires to integrate FVC's video system and services
with Qwest's network capabilities and FVC desires to provide such services to
Qwest, pursuant to the terms, and conditions of this Agreement.

         WHEREAS, Qwest and FVC have previously entered into a Video Services
Pilot Agreement dated December 1, 1999 (the "Pilot Agreement") and a non-binding
Letter of Intent dated February 11, 2000 (the "LOI") and now wish to supersede
such agreements with a definitive, binding agreement.

         NOW THEREFORE, in consideration of the foregoing and the covenants and
promises contained in this Agreement, the Parties agree as follows:

1.       DEFINITIONS.

         The following terms shall have the following meanings when used in this
Agreement:

         1.1 "CALL DETAIL RECORDS" means records regarding Customer usage of the
Services used by Qwest to process billing for such services.

         1.2 "CONFIDENTIAL INFORMATION" means any confidential or proprietary
information, including without limitation any formulae, designs, schematics,
tooling, software, source code, plans or any other information relating to any
research project, work in process, future development, scientific, engineering,
manufacturing, marketing or business plan or financial or personnel matter
relating to either Party, its present or future products, services, sales,
suppliers, Customers, employees, investors or business, identified and marked by
the disclosing Party as Confidential Information, whether in oral, written,
graphic or electronic form. If disclosed in oral form, such Confidential
Information must be reduced to writing and marked as Confidential Information
within thirty (30) days following disclosure, provided that no such writing will
be required for Qwest or Qwest affiliate customer records, whether or not they
are marked as confidential.


                                       1.
<PAGE>

         1.3 "CPE" means the customer premise equipment at the Customer site
needed to use the Services. CPE may include (but is not limited to) the End
Points, software, hardware, routers and other elements necessary for the
Customer to establish telecommunications connectivity and enable video
conferencing with the FVC VOC.

         1.4 "CUSTOMER" means a Customer of Qwest or its affiliates that
purchases the Services from or through Qwest or any of Qwest's channels.

         1.5 "CUSTOMER SERVICES AGREEMENT" means the executed agreement between
Qwest (or its affiliate) and a Customer for the Services.

         1.6 "CYBERCENTER" means a data center that Qwest owns, operates or
otherwise provides.

         1.7 "END POINTS" mean the H.323 desktops or room systems (including but
not limited to Intel TeamStation and Intel ProShare systems) used for video
conferencing and access of the Services.

         1.8 "FVC SYSTEM" means that collection of MCUs, hardware, software,
gateways, gatekeepers, video portal, SQL databases for configuration and
accounting information and video locators used to provide the Services (as
defined below) as set forth on Exhibit A, not including any part of the Qwest
Network but including any related major and minor updates, versions, releases,
upgrades, corrections, enhancements, fixes, patches, and other modifications,
updates and documentation thereof and including the FVC Improvements. The FVC
System includes but is not limited to the FVC Video Portal, the FVC MCU Services
and the FVC Gateway Services, all as defined in Exhibit A.

         1.9 "FVC VOC" means the video operations center operated by FVC used to
maintain and manage the portions of the Services for which FVC is responsible
for under this Agreement, including but not limited to the MCUs and gateways.

         1.10 "INTELLECTUAL PROPERTY RIGHTS" means all current and future trade
secrets, (including proprietary or confidential information and knowhow),
copyrights, trademarks, patents and other non-patent rights, whether or not
registered and any and all other intellectual property or proprietary rights now
known or hereafter recognized in any jurisdiction.

         1.11 "MCU" means the Multi-point Control unit (including hardware and
software elements thereto) used to provide multi-point video conferencing calls
as part of the Services. Multi-point video calls allow more than two people to
participate in a single video conference.

         1.12 "NOC" means the network operations center operated by Qwest.

         1.13 "QWEST NETWORK" means the telecommunications network of Qwest and
its affiliates (including but not limited to all necessary fiber, routers,
switches and network interfaces and the Qwest Capacity, as defined below).


                                       2.
<PAGE>

         1.14 "QWEST VOC" means the video operations center operated by or for
Qwest used to maintain and manage the portions of the Services for which Qwest
is responsible for under this Agreement.

         1.15 "SERVICES" means the internet-based telecommunications service
involving the establishment and management of point to point and multi point
video conferencing video calls utilizing the Qwest Network, including any New
Services, as defined below.

         1.16 "TERM" means the term commencing with the Effective Date and
extending until the later of (i) the termination of this Agreement pursuant to
Section 15.2 or (ii) the expiration of the initial [...***...] term, as set
forth in Section 15.1, or any renewal term(s).

         1.17 "VOC GROUP" means the video operations center group or team
assigned within a Party to provide and manage the Services on behalf of such
Party.

         1.18 "FVC FIXES" means any related minor updates, versions, releases,
corrections, fixes, or patches to the FVC System (except the FVC Improvements,
as defined below).

         1.19 "FVC IMPROVEMENTS" means any additional features or
functionalities (excluding custom features for a specific customer) in
connection with the Services that materially alter or improve the FVC System.

2.       SERVICES

         2.1 IMPLEMENTATION. FVC will provide Qwest and its affiliates with
[...***...] necessary capital equipment and IP videoconferencing services in
connection with the provision, installation, initiation of services and on-going
management (including but not limited to maintenance and management of the FVC
VOC, whether at a FVC facility or at a CyberCenter; excluding all CPE
equipment), maintenance, and operational support of the FVC System so that Qwest
and its affiliates may offer the Services to Customers and use the Services
internally. The FVC System provided by FVC will comprise one component of the
Services provided by Qwest to its Customers.

         2.2 LICENSE. Subject to the terms of this Agreement, FVC hereby grants
to Qwest and its affiliates a non-exclusive, non-transferable (except as
expressly set forth in this Agreement) worldwide license to use (including the
rights to reproduce, display, perform, [...***...] for the purposes of providing
support and for [...***...] as described in Section 11) the object code of the
software, the systems and other elements of the FVC System solely to provide the
Services. The foregoing license shall include the rights to offer to sell, sell,
distribute and install the Services and the necessary elements of the FVC System
to and on behalf of Customers and to provide support and maintenance for the
Services.

         2.3 SERVICE LEVELS. FVC shall insure that the Services are consistently
Operational (a standard which shall be mutually agreed upon by the Parties and
set forth in Exhibit F), that the



                                       3.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

Services meet Qwest's needs and that the FVC System as provided to Qwest and the
Customers meets or exceeds the service levels as set forth on Exhibit F (the
"Service Levels"). Issues related to the Qwest network shall not negatively
impact the measured FVC Service Level performance (i.e. failures in the Services
which are directly caused by failures in the Qwest network shall not negatively
impact such measured performance).

         2.4 MODIFICATIONS. FVC will work with Qwest, to provide FVC Fixes to
the FVC System; such fixes to be provided [...***...] to Qwest unless otherwise
agreed by the parties. In the event that FVC develops FVC Improvements, FVC
agrees to offer such FVC Improvements to Qwest (in no event later than FVC
offers such FVC Improvements to other third parties) and, upon Qwest's request,
to provide such FVC Improvements to Qwest in accordance with Section 8.6,
[...***...]

         2.5 TELECOMMUNICATIONS. Qwest will provide all wide-area connectivity
and associated access routers between the FVC VOC and the Qwest Network,
including the "local loop" (collectively, the "Qwest Connectivity") FVC will be
responsible for the cost and management of the FVC VOC. Upon Qwest's request and
with Qwest support, the Parties will [...***...] designated by Qwest in a
jointly agreed upon location, within [...***...] of the contract signing. The
FVC VOC Group may also be moved, at FVC's discretion provided that, if FVC
elects not to move the VOC Group, the Services provided from the moved FVC VOC
will not be materially affected by the election not to move the FVC VOC Group.
Qwest will be responsible for monitoring the average and peak load of the Qwest
Connectivity and installing additional network capacity as necessary. Qwest will
use commercially reasonable efforts to provide FVC reasonable notice prior to
altering the telecommunications bandwidth it provides to FVC in any material,
adverse way.

         2.6 CPE INSTALLATION. The installation of the necessary CPE at Customer
locations will be performed by Qwest or a third party designated by Qwest. The
Qwest VOC Group will provide provisioning and monitoring for the Qwest
Connectivity and the Qwest Network, as the Qwest Network relates to the
Services. The installation, configuration and activation of all End Points will
be the responsibility of the [...***...] and shall be at [...***...] expense.

         2.7 SUPPORT. The Parties shall provide support as set forth in this
Section 2.7 and in Exhibit D, which is attached hereto and incorporated herein
by reference. As part of such support, Qwest shall be responsible for providing
telephone and e-mail first line support to Customers. The Qwest VOC Group shall
be responsible for troubleshooting Customer inquiries related to network
conditions and internal Qwest systems. As per Exhibit D, upon Qwest's request,
FVC will provide support to the Qwest VOC Group whenever Qwest determines that
Customer support issues may involve FVC servers, equipment and/or the FVC
System. Qwest will provide support due to failures in the Qwest Connectivity.
All Qwest-provided support described herein may be provided by Qwest or
designated third parties authorized by Qwest.

         2.8 CALL DETAIL RECORDS. Until Qwest and FVC define and implement the
automatic usage feed from FVC to Qwest, no less frequently than weekly each
Friday at



                                       4.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

8am (MST), FVC shall create and send an e-mail to Qwest's VOC Group (or its
designated third party processor) reports reasonably satisfactory to Qwest
consisting of call detail records (the "Call Detail Records"). The Call Detail
Records generated since the last submission of Call Detail Records shall be
delivered in a medium as designated by Qwest and agreed-upon by FVC. Such Call
Detail Records will contain sufficiently detailed billing information
(designated by Qwest) in order to enable Qwest to bill its Customers and will
contain (at a minimum) the following: [...***...]

         2.9 USAGE BILLING FEED. FVC will work with Qwest to develop an
automatic usage feed to be received once per day containing all usage
information for Qwest customers. Qwest will define the content needed to
accurately bill customer usage and provide customers usage reports. FVC and
Qwest will work together to confirm the required format, systems integration
work needed, and logic based on data processing requirements defined by the
Qwest Product Team.

         2.10 OPERATIONS PLAN. The Parties have mutually developed and shall
continue to update an operations and maintenance plan and standard operating
procedures, a current copy of which is attached hereto as Exhibit C and
incorporated herein by reference (collectively, the "Operations Plan"). FVC will
provide the FVC System and Qwest will provide the Qwest Capacity according to
the Operations Plan.

         2.11 RECEIPT OF ORDERS TO INSTALL SERVICES.

         Qwest will provide FVC in writing (which writing may be in the form of
e-mail) the following information about each Customer promptly following receipt
by Qwest of such Customer's order and executed Customer services agreement: (a)
the Customer's name; (b) the number of sites where such Customer wants to have
End Points installed; and (c) the number of anticipated End Points at each site
that will have access to the Services. The lead time to install the required
equipment and software for additional Services is [...***...] from receipt of
notice under this Section 2.11(a)).

         Qwest will provide FVC with necessary information to register the End
Points for the Services and FVC will be responsible for completing the End Point
registration. [...***...]

         2.12 ENDPOINT REGISTRATION. FVC will ensure that Qwest endpoint
registration request(s) are accepted (as received) no less than [...***...]
prior to the endpoint's installation. In addition to any other remedies that
Qwest may have under this Agreement


                                       5.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

or otherwise, if an endpoint registration request is not accepted [...***...]
before install, that FVC will immediately work to register endpoint prior to
install date. If an endpoint registration request is accepted with information
different from that submitted, then FVC will re-register the endpoint within
[...***...] business hours of notification from Qwest.

         2.13 ADDITIONAL SERVICE OFFERINGS. FVC will, at Qwest's request, use
commercially reasonable efforts to co-develop with Qwest additional service
offerings intended to leverage the Qwest Network, including [...***...] of Qwest
Video Services for Business and other services using technologies of Qwest or
its strategic partners.

3.       SECURITY

         (a) SECURITY. FVC shall use commercially reasonable efforts to
implement and maintain industry-standard and reasonably necessary and
appropriate security measures for the operations systems of the Services, as
defined in Exhibit A.

4.       SOURCE CODE

         4.1 DEPOSIT OF SOURCE CODE. Source code for the FVC System, including
without limitation all FVC Fixes and FVC Improvements and any other code or
materials, necessary or reasonably required for the implementation, support or
other operation of the FVC System, (A) shall be deposited by FVC (i) within
thirty (30) days of the Effective Date; and (ii) within thirty (30) days after
any FVC Fixes or FVC Improvements are released to any third parties or after the
commercial release of any other code or materials necessary for the
implementation, support or other operation of the FVC System (including without
limitation a release to Qwest) (all materials required to be deposited into
escrow under this Agreement or the Escrow Agreement (as defined below) are
collectively referred to as the "Deposit Materials") and (B) held in escrow in
accordance with the terms of an agreement between FVC, Qwest and a mutually
agreed upon escrow agent experienced in the escrow of software and proprietary
technology (the "Escrow Agent"), such agreement to be mutually agreed to and
attached hereto as Exhibit E (the "Escrow Agreement") within thirty (30) days of
the Effective Date. The Parties agree to be bound by the terms and conditions of
said Escrow Agreement, the terms of which are hereby incorporated by reference
herein.

         4.2 LICENSE TO DEPOSIT MATERIALS. FVC hereby grants to Qwest a
[...***...] non-royalty bearing, worldwide [...***...] license to use,
reproduce, [...***...] based upon the Deposit Materials to which Qwest is
entitled to under this Section 4.0 or the Escrow Agreement and which are
released to Qwest in accordance with this Section 4.0 or the Escrow Agreement,
solely for the purpose of maintaining, supporting, [...***...] and otherwise
operating the Services and for no other reason whatsoever unless mutually
agreed-upon in writing by FVC and Qwest. Qwest may also engage third parties to
exercise these rights on its behalf, provided such third parties are bound by
confidentiality obligations with respect to



                                       6.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

materials handled by such third party for Qwest or its affiliates and further
provided that the limited right granted in this Section 4.2 may not be
transferred in its entirety (including, without limitation, sublicensed ) by
Qwest to any third party, unless Qwest would be permitted under this Agreement
to transfer any of the rights (or otherwise provide access to or sublicense such
rights) granted by FVC under this Agreement to a third party. [...***...]
Notwithstanding anything else in this Agreement or in the Escrow Agreement, the
license granted in this Section 4.2 shall [...***...]. In the event Qwest
creates [...***...] based upon the Deposit Materials, the ownership of such
[...***...] will be established in accordance with Section 11, Ownership of this
Agreement. No other license, express or implied, is granted to Qwest hereunder
with respect to the Deposit Materials.

         4.3 RELEASE CONDITIONS. The parties hereby agree and acknowledge that
the following conditions (the "Release Conditions") will be set forth in the
Escrow Agreement as the conditions which will cause the release of the physical
materials constituting the Escrow Materials to Qwest (such release to be
according to the release procedure set forth in the Escrow Agreement).
Notwithstanding anything else in this Agreement, the parties agree that unless
Qwest is offering the Services to Customers at the time a Release Condition
occurs, a Release Condition will not be deemed to have occurred. For purposes of
this Agreement and the Escrow Agreement, a Release Condition occurs if any of
the following events occurs:

                  (a) FVC breaches any of its obligations under this Agreement
to provide and support the FVC System for use with the Services and does not
cure such breach within [...***...] days (or such cure period mutually agreed
upon by the Parties) of receiving written notice from Qwest of such breach. For
purposes of this Section 4.3, FVC shall not be deemed to have breached its
obligations to provide and support the FVC System for material breach of FVC's
obligations with respect to the Service Levels unless Qwest has registered
[...***...] End points under this Agreement. The foregoing qualification shall
not limit or otherwise affect Qwest's right to terminate this Agreement for
FVC's breach pursuant to Section 15.2. Upon such occurrence, if FVC thereafter
reasonably demonstrates to Qwest that FVC is capable of meeting FVC's
obligations as set forth in this Agreement to provide the FVC System for use
with the Services, including but not limited to FVC's failure to support the FVC
System for use with the Services, then Qwest will engage with FVC in good faith
discussions related to the reinstatement of this Agreement and of FVC's
provision of the Services for Qwest, [...***...] maintaining, supporting,
[...***...] or otherwise operating the FVC System since the release of the
Deposit Materials. In the event Qwest ceases to offer the Services to Customers
for a period exceeding [...***...], for other than Force Majeure reasons, the
license granted under this Section 4 will terminate.



                                       7.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

                  (b) the occurrence of any of the conditions, with respect to
FVC, set forth in Section 15.2 (ii) or (iii) of this Agreement. Upon such
occurrence, if FVC thereafter reasonably demonstrates to Qwest that FVC is
capable of meeting FVC's obligations as set forth in this Agreement to provide
and support the FVC System for use with the Services, then Qwest will engage
with FVC in good faith discussions related to the reinstatement of this
Agreement and of FVC's provision of the Services for Qwest, [...***...]
maintaining, supporting, [...***...] or otherwise operating the FVC System since
the release of the Deposit Materials. In the event Qwest ceases to offer the
Services to Customers for a period exceeding [...***...] for other than Force
Majeure reasons, the license granted under this Section 4 will terminate.

                  (c) [...***...] Upon such occurrence, the duration of Qwest's
limited license, as set forth in Section 4.2 above, is the period commencing
upon Qwest's receipt of the Deposit Materials following such expiration, and
terminating upon the occurrence of the following: Qwest ceases to offer the
Services to Customers for a period exceeding [...***...] for other than Force
Majeure reasons.

         4.4 RESUMED OBLIGATIONS. The Parties agree that, unless modified
pursuant to the good faith discussions described in this Section 4, in the event
FVC resumes its obligations following the good faith discussions described in
under Sections 4.3(a)(i) or 4.3(b)(i), then such obligations will be governed by
the terms and conditions of this Agreement.

         4.5 CONFIDENTIAL NATURE. Qwest acknowledges and agrees that any use of
the Deposit Materials is furnished to Qwest on a confidential and secret basis,
and Qwest agrees to treat all such materials as Confidential Information, as
defined in Section 12.0.

         4.6 INSPECTION. Qwest agrees that, in the event that the Escrow
Agreement allows for Qwest to request an inspection of the Deposit Materials by
any qualified independent person or entity other than the Escrow Agent or FVC,
then Qwest agrees to provide FVC with at least [...***...] notice prior to
requesting such an inspection in order to allow FVC to be present at such
inspection. If FVC reasonably objects to Qwest's choice for such inspection,
Qwest agrees to substitute another qualified person or entity for such
inspection.


                                       8.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

5.       TRAINING

         5.1 STANDARD TRAINING. FVC shall provide Qwest [...***...] training
sessions regarding implementation, operation and use of the Services each year
during the Term hereof at such locations and on such dates as the Parties shall
mutually determine.

         5.2 TRAINING COSTS AND FEES. Each Party shall be responsible for travel
and lodging expenses for its own personnel attending the training meetings
described in this Section 5.0.

6.       BRANDING AND MARKETING

         6.1 MARKETING PLAN. Within thirty (30) days after the Effective Date,
the Parties will mutually agree upon the details of a Marketing Plan to market
and promote the Services, which will be attached hereto as Exhibit B and
incorporated herein by reference. In connection with the Marketing Plan, the
Parties will perform the obligations set forth in this Section 6.0.

         6.2 FVC OBLIGATIONS. During the Term, FVC will provide and maintain
dedicated sales support, product marketing and training program in support of
the marketing and sale of the Services. As part of the Marketing Plan, FVC and
Qwest will mutually agree on amounts to be contributed by each Party to be used
for marketing the Services and for related training costs. Such contributions
will be in accordance with the schedule, terms and conditions set forth in the
Marketing Plan. In addition, FVC shall provide the following (as further
described in the Marketing Plan):

Video Conferencing Business Manager: [...***...] headcount throughout the Term;

Engineering and Operations: [...***...] headcount increasing to [...***...]
headcount by the beginning of the [...***...] year following the Effective Date,
in accordance with a schedule to be mutually agreed-upon by the Parties;

Video Conferencing Sales Support: [...***...] headcount commencing upon the
Effective Date and increasing to [...***...] headcount by the beginning of the
[...***...] year following the Effective Date in accordance with a schedule to
be mutually agreed-upon by the Parties;

Product Management: [...***...] headcount throughout the Term.

         6.3 QWEST OBLIGATIONS. During the Term, Qwest will perform the
obligations set forth in the Marketing Plan. In connection therewith, Qwest will
provide a dedicated sales force, product marketing and training program in
support of the marketing and sale of the Services. Qwest shall use commercially
reasonable efforts to inform current (as of the Effective Date) customers,
including without limitation to its [...***...] customers, of the Services.
Qwest shall provide the following (as further described in the Marketing Plan):

Video Conferencing Business Manager: [...***...] headcount throughout the Term;



                                       9.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

Engineering & Operations headcount: [...***...] headcount increasing to
[...***...] headcount by the [...***...] year of the Term;

Product Management: [...***...] headcount throughout the Term.

         6.4 BRANDING. At [...***...] the Services may be primarily branded with
a name and logo designated by Qwest (including but not limited to use of Qwest
proprietary name, logos and other marks). Upon FVC's request, the Parties will
consider the use of FVC branding for secondary branding purposes (such as
"powered by FVC") on the internet home page where the Services are offered.

         6.5 TRADEMARKS. Subject to the terms and conditions set forth in the
Agreement and solely for the purposes hereof, FVC hereby grants Qwest (including
its affiliates) a non-transferable, non-exclusive license, without right of
sublicense, to place the trademarks, tradenames and logos used by or for FVC in
relation to any part of the FVC System (the "Marks") in marketing materials for
the Services and on the bills to Customers for such Services and all relevant
documentation. The use of such Marks shall be subject to FVC's then-current
trademark use guidelines, provided such guidelines are reasonable and have been
provided to Qwest. Except for the right to use the Marks as set forth in this
Section 6.5, nothing contained in this Agreement shall be construed to grant any
right, title or interest in or to the trademarks, tradenames or logos of a Party
to the other Party. Each Party acknowledges exclusive ownership of the other
Party's trademarks, tradenames and logos by the other Party worldwide, and that
all use of a Party's Marks shall inure to the sole benefit of such Party.

7.       PROJECT MANAGERS; MEETINGS

         7.1 PROJECT MANAGERS. Each Party shall assign project managers
reasonably acceptable to the other to guide the implementation and operation of
the activities contemplated under this Agreement for each Party. The project
managers shall maintain necessary communications to meet the objectives of this
Agreement in accordance with the terms hereof. In addition, the project managers
shall be responsible for arranging and coordinating project oversight, site
visits, training, technology disclosure arrangements and technical support for
the Services and ancillary services for each Party. Either Party may change its
designated project manager upon the prior approval of the other Party (such
approval not to be unreasonably withheld).

         7.2 QUARTERLY MEETINGS. The project managers shall arrange quarterly
meetings on dates and at locations to be determined by the Parties in good
faith. At such quarterly meetings, the Parties shall analyze the progress
towards meeting the objectives of this Agreement and develop specific goals for
the next quarter. Each Party shall be responsible for travel and lodging
expenses for its own personnel attending such meetings.


                                      10.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

8.       PAYMENTS

         8.1 PAYMENTS FROM QWEST TO FVC. Qwest shall be solely responsible for
establishing the price of the Services offered to Customers and no
representative of FVC shall have any authority to set or otherwise establish the
price ultimately charged to Customers. During the Term, in consideration of the
provision of the FVC System by FVC to Qwest, Qwest shall pay to FVC as follows:

[...***...] per month, per End Point once installed and Operational, and

[...***...] per hour, per End Point of multi-point video conferencing call
usage, such MCU billing to be in (i) [...***...] increments (pro-rated on hourly
charge); (ii) MCU seats reserved but canceled prior to the start of the
conference will not be billed; and (iii) ad-hoc (non-reserved) MCU seats billed
only for the period used; and

ISDN connection charges [...***...] by FVC in connection with the provisioning
of the Services to Customers (as documented on FVC's invoice to Qwest) plus an
implementation fee not to exceed [...***...] of such ISDN charges; usage based
fees not to exceed [...***...] per hour in the 48 contiguous states for a
[...***...] call during business hours.

         8.2 OTHER PAYMENT TERMS. Except for [...***...] ISDN connection charges
incurred by FVC in provisioning the Services to Qwest, there shall be
[...***...] for [...***...].

         8.3 PAYMENTS FROM FVC TO QWEST. During the Term, FVC shall pay Qwest
for all actual local loop charges incurred by Qwest in connection with internal
use of the Services by FVC and for charges related to FVC's internal use of CPE.
Except for the foregoing, [...***...].

         8.4 PAYMENT. All payments due hereunder shall be payable [...***...]
days following the receipt of valid invoice. FVC agrees and acknowledges that
there [...***...] any representations or [...***...] in the relationship
contemplated by this Agreement.

         8.5 CUSTOMER REFUNDS. If it is necessary for Qwest to offer Customers
refunds or credits for Services not adequately rendered to such Customers due to
problems attributable to FVC; Qwest may withhold payments from FVC; or, if
applicable, FVC will reimburse Qwest. Such withholding or reimbursement shall
not exceed what Qwest owes or has paid FVC in charges for such Customers for the
period being refunded or credited.

         8.6 [...***...] FVC will assure Qwest of the [...***...] for the FVC
System, the Services, the FVC Improvements and all other new services ordered
during the Term. As such, FVC [...***...] that the [...***...]



                                      11.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

[...***...] afforded to Qwest for all of the foregoing shall [...***...] the
[...***...] in the United States for the [...***...]. In the event that FVC
shall fail in this regard, FVC shall [...***...] the [...***...] and provide
Qwest the [...***...].

         8.7 AUDIT RIGHTS. To confirm compliance with this Agreement's terms and
the preceding [...***...] for the term and for a period of [...***...] years
thereafter, Qwest will have the right, no more than [...***...] each calendar
Year, by itself or through any certified public accountant of its choice, during
normal business hours and at Qwest's sole expense, to examine, audit and
reproduce all or part of the books of account and all other records, documents
and materials in the possession or under the control of FVC with respect to the
subject matter of this Agreement. FVC will reimburse Qwest for performance of
audits that reveal variances in the performance of the Agreement enough to
trigger a default under the Agreement. For audits of invoices, FVC shall
reimburse Qwest when errors are discovered amounting to more than [...***...] of
payments made during the period of the audit.

9.       LIMITED WARRANTIES

         9.1 [...***...] FVC [...***...] that it is the [...***...] the FVC
System and the FVC Improvements, or, that if the FVC System or the FVC
Improvements [...***...] FVC has the [...***...] to [...***...] the [...***...]
granted under this Agreement; and that FVC's provision of technical or
consulting services under this Agreement, the grant of the licenses hereunder,
and Qwest's or Qwest's customer's use of the FVC System or the FVC Improvements,
[...***...].

         9.2 WARRANTIES. FVC represents, warrants and covenants that (a) the FVC
System and the FVC Improvements [...***...] from [...***...] through the
[...***...]; (b) the FVC System and the FVC Improvements shall meet or exceed
the Service Levels; (c) the FVC System and the FVC Improvements and any media
used to distribute them contain no computer instructions, circuitry, routines or
other technological means ("Harmful Code") whose purpose is to disrupt, damage
or interfere with Qwest's use of its computer and telecommunications facilities
for their commercial, test or research and development purposes and that FVC
shall indemnify Qwest and hold Qwest harmless from and against any and all
claims, losses, costs, liabilities, damages and/or expenses, including
reasonable attorneys fees [...***...] arising from the presence of Harmful Code
in or with the FVC System and the FVC Improvements or contained on media
delivered by FVC; (d) FVC has obtained and shall maintain the full power and
authority to grant the rights herein granted without the further consent of any
other person and that FVC will indemnify Qwest and hold it harmless from and
against any and all claims, losses, costs, liabilities, damages and/or expenses,
including reasonable attorney's fees [...***...] arising out of any breach or
claimed breach of this warranty;



                                      12.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

(e) FVC shall perform all obligations with respect to the Services hereunder
pursuant to the [...***...] in the industry and shall be responsible for the
capabilities, limitations and performance of any development tools used in
providing such services; (f) the software related to the FVC System and the FVC
Improvements provided hereunder shall be able to accurately process data
(including without limitation, calculating, compiling and sequencing) from, into
and between the twentieth and twenty-first centuries, including leap year
calculations, and will create, store, process and output information related to
or including dates on or after January 1, 2000 without error or omissions (at
Qwest's request, FVC will provide evidence sufficient to demonstrate the ability
of such software provided under this Agreement to meet these requirements); and
(f) there are no pending or threatened lawsuits, claims, disputes or actions (1)
alleging that the FVC System or the FVC Improvements infringe or misappropriate
any Intellectual Property Rights, or (2) adversely affecting the FVC System or
the FVC Improvements or FVC's ability to undertake and perform its obligations
under this Agreement.

         9.3 DISCLAIMER OF WARRANTIES. THE EXPRESS WARRANTIES IN THIS AGREEMENT
ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, FVC AND QWEST HEREBY EXPRESSLY DISCLAIM ANY
AND ALL WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, WHETHER EXPRESS,
IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND ANY INTELLECTUAL PROPERTY
RIGHTS THEREIN, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE,
NON-INFRINGEMENT, QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.      EQUITY

         Upon Qwest's request, the Parties will discuss in good faith the
opportunity for Qwest to make an equity investment in FVC, on terms and
conditions to be mutually agreed upon [...***...] the terms and conditions of
equity investment [...***...] offered to third parties in relationships with FVC
[...***...] the relationship contemplated by this Agreement.

11.      OWNERSHIP

         11.1 OWNERSHIP BY FVC. Notwithstanding anything in this Agreement, the
Pilot Agreement or the LOI, each Party hereto acknowledges and agrees that:

                  (a) the software, databases and the systems and related
materials and information that are both (i) used or provided by FVC in
connection with the systems or services provided under this Agreement or the
Pilot Agreement, and (ii) developed by or for FVC either prior to the effective
date of the Pilot Agreement or independently of the specific activities for the
benefit of Qwest contemplated by this Agreement and the Pilot Agreement, and all
Intellectual Property Rights therein, are and shall remain the exclusive
property of FVC or of the party from whom FVC has obtained the right to use such


                                      13.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

software, databases, systems and related materials, provided that all such
software, databases, systems and related materials and such Intellectual
Property Rights that are, by definition, part of the FVC System shall be deemed
to be licensed as such hereunder.

                  (b) the software, databases and the systems and related
materials that are developed by or for FVC in connection with the [...***...]
and [...***...] (whether alone, jointly with Qwest or otherwise), and all
Intellectual Property Rights therein, shall be [...***...] (and FVC hereby
[...***...] in the foregoing), without a duty to obtain the consent of
[...***...] the other Party for [...***...] (whether by the Party or its
licensees, assignees or other designees). The parties understand and acknowledge
that [...***...] contemplated by this Section 11.1(b) shall in no way extend or
otherwise affect each Party's rights in and to the other Party's ownership
rights or Intellectual Property Rights, as set forth in Section 0 (with respect
to FVC) and Section 11.1 (with respect to Qwest).

         11.2 OWNERSHIP BY QWEST. Notwithstanding anything in this Agreement,
the Pilot Agreement or the LOI, each Party hereto acknowledges and agrees that
the software, databases and the systems and related materials and information
that are provided or developed by Qwest, whether before or after the effective
date of the Pilot Agreement and whether independently of [...***...] the
activities contemplated by this Agreement and the Pilot Agreement, and all
Intellectual Property Rights therein, are and shall remain the exclusive
property of Qwest or of the party from whom Qwest has obtained the right to use
such software, databases, systems and related materials or information. In
addition, notwithstanding anything in this Agreement, the Pilot Agreement or the
LOI, each Party hereto acknowledges and agrees that FVC shall have not (and has
not right to) use or exploit any such software, databases and systems or related
materials and information, or Intellectual Property Rights therein, or any
products or services based on or using the foregoing and that FVC shall
indemnify Qwest and hold Qwest harmless from and against any and all claims,
losses, costs, liabilities, damages and/or expenses, including reasonable
attorneys fees [...***...] arising from the use or exploit of the foregoing.

         11.3 ADDITIONAL SERVICE OFFERINGS. In addition, If FVC develops
(whether alone, jointly with Qwest or otherwise) any new or modified services or
systems in response to a specific Qwest request therefor, and to the extent that
said request is not part of FVC's standard service offering plan, which has been
communicated to Qwest in writing at the Quarterly Meetings set forth in Section
7.2, Qwest shall have [...***...] of any such new or modified services or
systems for a [...***...] following the date on which such services or systems
are ready for commercial deployment thereof by Qwest, as reasonably agreed by
the Parties (the [...***...]). Upon the [...***...] of the [...***...] FVC will
be free to incorporate such New Service into FVC's standard service offerings
for deployment with other FVC customers.



                                      14.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

12.      CONFIDENTIALITY

         12.1 CONFIDENTIALITY. Each Party hereto will maintain in confidence all
Confidential Information disclosed to it by the other Party hereto. Neither
Party will use, disclose or grant use of such Confidential Information except as
necessary to exercise its rights or fulfil its obligations under this Agreement.
To the extent that disclosure is authorized by this Agreement, the disclosing
Party will obtain prior agreement from its employees, agents or consultants to
whom disclosure is to be made to hold in confidence and not make use of such
information for any purpose other than those permitted by this Agreement. Each
Party will use at least the same standard of care (and in no event less than a
reasonable degree of care) as it uses to protect its own most confidential
information to ensure that such employees, agents or consultants do not disclose
or make any unauthorized use of such Confidential Information. FVC acknowledges
that Qwest keeps its customers' records strictly confidential. FVC shall keep
strictly confidential any Qwest or Qwest affiliate customer records, whether or
not they are marked as confidential. Each Party will promptly notify the other
upon discovery of any unauthorized use or disclosure of the Confidential
Information. Notwithstanding any other provision in this Agreement to the
contrary, the obligations set forth in this Section 12.0 shall survive any
termination or expiration of this Agreement for a period of [...***...] years
thereafter. This Section will in no way limit either Party's ability to satisfy
any requests or demands generated in the course of audits of such Party's or
such Party's parent (if applicable), or such Party's attorneys or auditors.
Except as expressly set forth herein, (i) FVC shall not use Qwest's name or logo
or refer to Qwest directly or indirectly in any advertising, sales presentation
to any other person, news release, release to any professional or trade
publication or for any other purpose without Qwest's prior written approval, and
(ii) FVC shall not, without the prior written approval of Qwest, publicly
disclose in any press release, filing, brochure or document any information
pertaining to this Agreement. Notwithstanding any of the foregoing, if either
Party is required by law to make any disclosure pursuant to a subpoena or other
compulsory judicial or administrative process or pursuant to laws and
regulations requiring disclosure, including but not limited to those made in any
registration statement, report or other document filed with the SEC or any other
governmental agency, such disclosure will not be deemed to violate the terms of
this Agreement provided the receiving Party promptly notifies the disclosing
Party of such process and diligently pursues all opportunities to seek a
protective order or to take such other action as is necessary to protect the
intent of the Parties to restrict disclosure of all information relating to this
relationship, including but not limited to seeking confidential treatment of all
such information in administrative filings.

         12.2 EXCEPTIONS. The obligations of confidentiality contained in
Section 12.1 will not apply to the extent that it can be established by the
receiving Party by competent proof that such Confidential Information:

was already known to the receiving Party, other than under an obligation of
confidentiality, at the time of disclosure by the other Party;

was generally available to the public or other-wise part of the public domain at
the time of its disclosure to the other Party;


                                      15.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>


became generally available to the public or other-wise part of the public domain
after its disclosure and other than through any act or omission of the receiving
Party in breach of this Agreement;

was disclosed to the receiving Party, other than under an obligation of
confidentiality, by a third party who had no obligation to the other Party not
to disclose such information to others.

13.      INDEMNITIES

         13.1     [...***...]

         FVC shall indemnify and hold Qwest harmless and will (at Qwest's
request) defend Qwest, its affiliates, officers, Customers and employees against
any and all liabilities, losses, damages, costs, fees and expenses (including
without limitation reasonable attorneys' fees) resulting from or arising out of
any third party claims, suits, actions or proceedings brought against Qwest (or
its affiliates, officers, Customers and employees) based on a third party claim
that the FVC System or the FVC Improvements, in the absence of any material
modifications to any of the foregoing and not in combination with any other
technology not reasonably expected to be combined with the foregoing if the
alleged infringement results from or relates to such combination, [...***...] If
any FVC System or FVC Improvements furnished under this Agreement become, or in
Qwest's or FVC's reasonable opinion is likely to become, [...***...] of, or in
the event of any adjudication that such FVC System or FVC Improvements
[...***...] FVC, at its own expense, shall take the following actions in the
listed order of preference: (i) [...***...] FVC System or FVC Improvements; or
if efforts are unavailing, (ii) [...***...] FVC System or FVC Improvements to
[...***...]; provided, however, that such [...***...] shall not degrade their
operation or impair their performance or otherwise make them incompatible with
Qwest's current operating platform or system architecture; or (iii) accept
return of any tangible portions of the FVC System and FVC Improvements, in which
case Qwest may terminate this Agreement without further obligation to pay for
services or systems subsequent to such termination. FVC shall only be obligated
to indemnify under this Section 13.1 to the extent Qwest (i) gives FVC prompt
written notice of any claim, action, suit or proceeding for which Qwest is
seeking indemnity (provided that non-prejudicial delay shall not reduce or
otherwise affect FVC's obligations hereunder) (ii) grants FVC sole control of
the defense and settlement of the claim, provided that Qwest may participate in
such defense at Qwest's expense and further provided that Qwest must consent to
any settlement that would affect its rights; and (iii) reasonably cooperates
with FVC at FVC's expense, in the conduct of such claim.

14.      LIMITATION OF LIABILITY

         14.1 WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE
LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST SAVINGS, OR ANY



                                      16.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

OTHER INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION
UNDER STATUTE, CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR IN CONNECTION WITH THE GRANTING OR USE OF THE LICENSES
HEREUNDER.

         14.2 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY'S
LIABILITY TO THE OTHER PARTY FOR ALL CLAIMS OR CAUSES OF ACTION UNDER THIS
AGREEMENT EXCEED THE TOTAL AMOUNT OF PAYMENTS MADE BY QWEST TO FVC UNDER THIS
AGREEMENT DURING THE [...***...] PRECEDING THE ACCRUAL OF THE CLAIM OR CAUSE OF
ACTION. EACH PARTY'S LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS
MADE BY SUCH PARTY TO THE OTHER PARTY FOR CLAIMS OR DAMAGES UNDER THIS AGREEMENT
BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR
MORE CLAIMS OR SUITS WILL NOT ENLARGE THE LIMIT.

         14.3 EXCEPTIONS. THE FOREGOING LIMITATIONS IN SECTION 14.1 AND 14.2
SHALL NOT APPLY TO (I) BREACHES OF SECTION 12.0, TO THE EXTENT THE BREACH ARISES
WITH RESPECT TO CUSTOMER INFORMATION AND (II) WITH RESPECT TO ANY OF A PARTY'S
EXPRESS INDEMNITY OBLIGATIONS HEREUNDER.

15.      TERM; TERMINATION

         15.1 TERM. This Agreement shall become effective on the Effective Date
hereof and shall continue for a period of [...***...] from the Effective Date,
unless this Agreement is terminated earlier in accordance with the provisions of
Section 15.2. At the end of such [...***...] period, the Term shall be
automatically renewed for [...***...] periods unless (i) Qwest provides notice
to FVC of its intent not to renew (and therefore terminate) this Agreement at
least [...***...] days prior to the expiration of the then-current term or (ii)
FVC notifies Qwest of its intent not to renew the Agreement at least [...***...]
prior to the expiration of the then-current term, provided that, notwithstanding
anything else herein, if FVC elects to not renew this Agreement, [...***...] as
defined in Section [...***...] and FVC shall provide to Qwest, upon Qwest's
request, [...***...] Qwest or its designee in [...***...] of the FVC System for
[...***...] the Services.

         15.2 TERMINATION. Either Party may terminate this Agreement if any one
of the following occur (each, an "Event of Default"): (i) if the other Party
fails to perform or otherwise comply with any material provision of this
Agreement; (ii) if the other Party becomes insolvent or admits in writing its
inability to pay debts as they mature, or makes an assignment for the benefit of
creditors; (iii) if a petition under any foreign, state or United States
bankruptcy act, receivership statute, or the like, as they now exist, or as they
may be amended, is filed by the other Party; or (iv) if such a petition is filed
against the other Party by any third party and such



                                      17.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

application is not resolved favorably to such other Party within sixty (60)
days. Termination due to default under Subsection (i) of this Section 15.2,
shall be limited, for purposes of FVC's termination rights, to Qwest's failure
to perform or comply with any material obligation set forth in Sections
[...***...] and, for all terminations pursuant to Subsection (i) shall be
effective [...***...] days after the written notice to the defaulting Party if
the default has not been cured within such [...***...] day period.

         15.3 EFFECT OF TERMINATION. DUTIES OF THE PARTIES UPON TERMINATION.
Upon any termination or expiration of this Agreement, the Parties agree to
return to the other Party all tangible items in its possession or under its
control evidencing Confidential Information of the other Party and FVC agrees
(upon Qwest's reasonable request) to [...***...] and [...***...] to Qwest and to
Customers for a [...***...] and to provide Qwest with reasonable assistance in
transitioning the Services to an alternate provider while Qwest will continue to
pay for the provided services.

         15.4 SURVIVAL. Upon any expiration, or earlier termination of this
Agreement, the rights and obligations of the Parties will terminate, except that
the rights and obligations of the Parties which by their nature should survive,
shall survive such expiration or termination of this Agreement. The license
granted in Section 2.2 shall survive expiration or earlier termination of this
Agreement for a period of [...***...] days from the later of: (i) the end of the
[...***...] day notice term set forth in Section 15.2; or (ii) the issuance of
an order, decree, ruling or taking any other action by a court or other
governmental entity, permanently restraining, enjoining or otherwise prohibiting
any certain obligations under this Agreement with the result that the
fundamental business purpose of this Agreement is frustrated and such order,
decree, ruling, or other action shall have become final and nonappealable.

16.      MISCELLANEOUS

         16.1 RELATIONSHIP OF THE PARTIES. Neither Party is, nor will be deemed
to be, an agent or legal representative of the other Party for any purpose.
Neither Party will be entitled to enter into any contracts in the name of or on
behalf of the other Party, and neither Party will be entitled to pledge the
credit of the other Party in any way or hold itself out as having authority to
do so. No Party will incur any debts or make any commitments for the other,
except to the extent, if at all, specifically provided herein.

         16.2 ASSIGNMENT. Neither this Agreement nor any interest hereunder will
be assignable in part or in whole by either Party without the prior written
consent of the other; provided, however, that either Party may assign all or
part of this Agreement immediately, without the prior written consent of the
other Party if necessary to satisfy the rules, regulations and/or orders of any
federal, state or local governmental agency or body, provided the assigning
Party has provided the other Party with reasonable notice of the assigning
Party's belief that a rule, regulation and/or order of any such governmental
agency or body will necessitate such assignment and [...***...] may assign all
or part of this Agreement in connection with a merger, reorganization or sale of
all or substantially all assets without [...***...] prior written consent. This
Agreement will be binding upon the successors and permitted assigns of the
Parties and the name



                                      18.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

of a Party appearing herein will be deemed to include the names of such Party's
successors and permitted assigns to the extent necessary to carry out the
intent of this Agreement. Any assignment in violation of the foregoing shall
constitute a material breach of this Agreement and shall be null and void ab
initio.

         16.3 REGULATORY. Neither Party shall do anything to knowingly cause the
other Party to violate any ruling, order or determination by the Federal
Communications Commission ("FCC") or any other governmental body relating to the
provision of the services under the terms and conditions set forth in this
Agreement.

         16.4 FORCE MAJEURE. Neither Party will be liable to the other for loss
or damages or will have any right to terminate this Agreement for any default or
delay attributable to any fire, floods, earthquake, embargo, war, act of war
(whether declared or not), insurrections, riots, civil commotion, strikes,
lockouts or other labor disturbances, acts of God or act, omission or delay in
acting by any governmental authority, provided the Party affected has given
prompt notice of any such cause to the other Party. The Party giving such notice
will thereupon be excused from such of its obligations hereunder as it is
thereby disabled from performing for so long as it is so disabled; provided,
however, that such affected Party promptly commences and continues to take
reasonable and diligent actions to cure such cause and that, in the event FVC is
the disabled Party Qwest shall have no obligation to pay for the FVC System or
FVC Improvements during the time FVC is so disabled, and shall have an
[...***...] this Agreement in the event FVC is so disabled for at least
[...***...].

         16.5 GOVERNING LAW. This Agreement is made in accordance with and shall
be governed and construed in accordance with the laws of the State of
[...***...], excluding its conflict of law provisions. The United Nations
Convention on the International Sale of Goods will not apply to this Agreement
or to the subject matter hereof. The official language of this Agreement is
English.

         16.6 NOTICES. All notices and other communications hereunder will be in
writing and will be deemed given if delivered personally or by facsimile
transmission (receipt verified), or sent by express courier service, to the
Parties at the addresses first set forth above (or at such other address for a
Party as will be specified by like notice; provided, that notices of a change or
address will be effective only upon receipt thereof) on the day of receipt by
the receiving Party.

         16.7 AMENDMENT. No amendment, modification or supplement of any
provision of the Agreement will be valid or effective unless made in writing and
signed by a duly authorized officer of each Party.

         16.8 JOINT WORK PRODUCT. The Parties, who have both been represented by
legal counsel, have jointly participated in negotiating and drafting this
Agreement, including any attachments. In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if jointly
drafted by the Parties and no presumption, inference or burden of proof shall
arise favoring or disfavoring a Party by virtue of authorship of any or all of
the Agreement provisions.


                                      19.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

         16.9 WAIVER. No provision of the Agreement unless such provision
otherwise provides will be waived by any act, omission or knowledge of a Party
or its agents or employees except by an instrument in writing expressly waiving
such provision and signed by a duly authorized officer of the waiving Party.

         16.10 SEVERABILITY. Whenever possible, each provision of the Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of the Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
the Agreement.

         16.11 HEADINGS. The section headings appearing in this Agreement are
inserted only as a matter of convenience and in no way define, limit, construe
or describe the scope or intent of any such section nor in any way affect this
Agreement.

         16.12 ENTIRE AGREEMENT. The Agreement will constitute and contain the
complete, final and exclusive understanding and agreement of the Parties and
cancels and supersedes any and all prior negotiations, correspondence,
understandings and agreements, whether oral or written, between the Parties
respecting the subject matter thereof, including the Pilot Agreement and the
LOI, which are hereby superseded.

         IN WITNESS WHEREOF, the Parties hereto have duly executed this
Agreement, including the Exhibits attached hereto and incorporated herein by
reference.

QWEST                                 FVC

By: /s/ Doug Stone                    By: /s/ Truman Cole
   --------------------------------      ------------------------------------

Title: Senior Vice President, Qwest   Title: Chief Financial Officer, FVC.com
      -----------------------------         ---------------------------------



                                      20.
<PAGE>

                                    EXHIBIT A

                                   FVC SYSTEM

FVC System Includes:
-        Interface
                  Design/Functionality - ability to initiate, schedule and
                  terminate all QVSB services, defined as multipoint (MP)
                  point-to-point (P-P) and ISDN; dual branding; easy to use
                  (i.e. scrolling endpoints secure corporate directory); real
                  time status display (excluding ISDN endpoints); browser based;
                  recognize registered endpoints;
-        Accurate and timely usage tracking and reporting by customer
-        User/endpoint subscription registration coordination with Qwest
-        Continuous presence multipoint calls
-        Voice activated switching in ISDN calls
-        Access to PSTN ISDN video endpoints at up to 384Kbps
-        Portal - providing video capability - consist of several hardware
         components including, but not limited to the following: the gatekeeper,
         ISDN gateway, and MCU, MS SQL Database, MS IIS Web Server.

1.       Click to Meet-TM- Video Portal Server (includes GateKeeper, web server
         and database)
2.       Set of MCUs (Multipoint Control Units)
3.       Set of ISDN Gateways (IP to ISDN)
4.       FVC software is a non-impact on endpoint functions and other
         applications including, but not limited to: document sharing and data
         collaboration, near and far end camera control, volume control, and
         video image settings controls.


To provide the FVC Broadband Video Services using the FVC Broadband Video system
FVC will provide:
1.       Provisioning of endpoint data in database
2.       Install and maintain hardware and software needed for Broadband Video
         Service System at FVC Video Operations Center or mutually agreed-to
         Qwest CyberCenter
3.       FVC is responsible for management of OEM providers of hardware
         components.
4.       FVC is responsible for assisting Qwest with endpoint certification, for
         the purposes of ensuring the software functions with the prospective
         endpoint.
5.       FVC is responsible for providing technical support to Qwest for life
         cycle development of the QVSB service, per some agreed upon development
         schedule.



                                      21.
<PAGE>

                                    EXHIBIT B

                                 MARKETING PLAN

In addition to the Marketing Plan to be developed by the Parties pursuant to
Section ERROR! REFERENCE SOURCE NOT FOUND., the Parties agree that the following
shall be incorporated in such Marketing Plan:
-        The Services interface will feature the Qwest logo as the primary
         brand. The Qwest logo will be visible on all pages with a resolution
         and with placement and comparative size as set forth in Qwest's
         then-current trademark guidelines.
-        FVC.COM agrees to provide Qwest with editable copies of product
         literature for incorporation into Qwest sales and marketing
         deliverables including brochures, presentations, web based documents.
         The following documents will be created by FVC and will be the
         exclusive and confidential property of Qwest (and, FVC hereby assigns
         and agrees to assign all right, title and interest in and to the
         Intellectual Property Rights in the following):
         -        Qwest MAST FAQ (to be used for Customer support)
         -        Qwest White Paper
         -        Qwest PowerPoint sales presentation
         -        Qwest Customer Training Documentation
         -        Qwest Training Documentation
-        Qwest will have [...***...] on all collateral pieces describing the
         Qwest Video Services for Business. [...***...] and this will be
         discussed and agreed upon in good faith.
-        Except as specified herein, FVC shall not use any Qwest branding,
         logos, or marketing materials of Qwest without Qwest's prior written
         permission.



                                      22.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

                                ***TEXT OMITTED AND FILED SEPARATELY
                                CONFIDENTIAL TREATMENT REQUESTED UNDER 17
                                C.F.R. Sections 200.80(b)(4), 200.83 AND 24b-2

                                    EXHIBIT C

                                 OPERATIONS PLAN

In addition to any obligations set forth otherwise in the Agreement, FVC's
operational responsibilities include:
-        Sustainable portal resource utilization level
-        Endpoint registration, associated moves, adds, changes deletes,
-        Level 3 problem resolution with the Qwest VOC Group

1.0      SUSTAINABLE PORTAL LEVEL

The portal should be sustainable, meaning optimum performance level (per Exhibit
F) - given [...***...] utilization level of resources. Qwest is responsible for
updating FVC regarding orders placed or in the pipeline, such that the run rate
impacts capacity planning. FVC is responsible for updating and/or adding
hardware and software components to the video portal, per these measures.

2.0      END POINT REGISTRATION

Endpoint registration is defined as: a new customer's endpoint is entered into
the portal's database. Each End Point must be registered with the video portal
in order to be functional. It is Qwest's responsibility to submit the endpoint
registration information required via FVC's web based registration tool no less
than [...***...] days prior to installation. It is the responsibility of FVC to
ensure that endpoint registration request submitted via the tool (or via e-mail,
in the event the tool is unavailable) are accepted no less than [...***...] days
prior to installation. The required endpoint registration information is as
follows: Conference room name/First name, Conference room location/last name,
E.164, IP address, owner name, owner e-mail, owner phone, site address, site
city, site state, site time zone and daylight savings observation.

3.0      LEVEL 3 PROBLEM RESOLUTION PROCEDURES

The Qwest Customer Care organization and Qwest VOC will perform Level 1 and 2
trouble analysis procedures.

Prior to calling FVC with a Level 3 problem (see definition in Exhibit D,
Support), the Qwest VOC shall verify (as shown and as periodically updated by
FVC):

-        Customer End Point configuration
         -        Proshare/TeamStation/other-endpoint software running
         -        End Point codec pointing to FVC Gatekeeper
         -        End Point browser pointing to FVC web server
         -        End Point configured with proper E.164 address


                                      23.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

-        Validate Portal states
         -        Is End Point registered with Gatekeeper (per Admin web page)
-        Customer network connectivity
         -        Verify connectivity between Customer End Point and FVC
                  Gatekeeper/web server
         -        Verify connectivity between Customer End Point and called
                  endpoint
-        Test call with Qwest VOC
         -        Verify Qwest testing endstations are able to make calls
         -        Attempt test call from Qwest VOC to Customer End Point
                  -        Via Portal -
                  -        Via Codec -
                  -        Via Codec w/o gatekeeper
                  -        With and without MCU


If the above steps do not resolve the problem, then the following information
should be collected prior to calling FVC:

-        Customer name
-        Description of problem
-        End Point E.164 address(es) involved
-        Names of users (as recorded in Portal database) involved
-        Results of above testing including any problem identification completed
         so far.
-        Severity of problem and manner in which Customer is being affected.
         -        Severity 3: Limited affect. Effects few end users, and/or
                  minor problem
         -        Severity 2: Potentially noticeable impact. Effects end users,
                  and/or significant problem
         -        Severity 1: Serious problem. Effects many end users, and/or
                  major VOC Portal problem

The FVC VOC should then be contacted using the PROBLEM ESCALATION PROCEDURES in
the FVC Contacts table, attached below (and as periodically updated by FVC). All
trouble reports are to start at the lowest level in the table and escalate, as
necessary.

[...***...]



                                      24.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

[...***...]

FVC will provide Customer response time frame closure report - monthly



                                      25.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

                                    EXHIBIT D

                               OPERATIONS SUPPORT

Qwest will follow the trouble-shooting guidelines when reporting a problem. FVC
and Qwest will develop trouble-shooting guidelines and problem reporting and
resolution procedures prior to the commercial introduction of the Services.

When a failure is detected by FVC in the Services equipment being provided by
FVC, Qwest will be informed within [...***...] during Main hours and [...***...]
during After hours (both as defined in Exhibit C).

When reporting a problem the applicable VOC must provide all relevant details
requested in the trouble-shooting procedures.

The FVC VOC will accept calls from or provide direct support only to [...***...]
When appropriate, the Qwest VOC will be responsible for including Customer
end-point contact(s) in a three-way FVC/Qwest/Customer help call.

The Qwest VOC group will not have access to any part of the FVC System except
through a WWW browser, unless agreed to by the FVC VOC. FVC will provide to
Qwest copies of relevant server logs which include but are not limited to
system, security, and application logs for the purpose of trouble shooting.

FVC may schedule downtime to the FVC System to upgrade software on the Video
Portal and, during this time, no access to the Video Portal will be allowed.
This downtime will only be scheduled during weekends (Fridays after 8 pm Pacific
Time through Mondays before 4 am Pacific Time) or between the hours of 8 pm
through 4 am Pacific Time during the weekdays, provided that a Customer call is
not already scheduled. Downtime must be blocked out on the scheduler software to
prevent Customers from trying to use the FVC System. FVC may only schedule such
downtime if at least [...***...] prior notice has been provided to Qwest. All
portal software upgrades must be tested in a Qwest Beta portal prior to
implementation in the portal that supports Qwest customers.

FVC may initiate emergency downtime to the FVC System in order to make emergency
repairs, as necessary. FVC will notify Qwest one hour prior to such emergency
downtime whenever feasible.

LEVEL 1/2/3 SUPPORT DEFINITIONS
For the purposes of this agreement Level 1, Level 2 and Level 3 Support will be
generally defined as follows:

LEVEL 1
Answering questions regarding:


                                      26.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

-        Product specifications
-        Basic product usage.  Including, but not limited to:
         -        User errors regarding endpoint and browser and Portal web
                  interface
         -        Point-to-point and Multipoint calls
         -        ISDN calls
         -        Scheduling
-        Explanation of error messages
-        Non-FVC Service issues such as billing, costs, Qwest provisioning
         process, network connectivity, etc.
-        Frequently-asked user issues
-        Any issue reasonably expected to be answered by someone providing basic
         Help Desk Support for the product
-        How to open a trouble ticket and, if necessary, escalate to Level 2
         within Qwest

LEVEL 2
Answering questions regarding:
-        Any problem that can be resolved by following the Exhibit C Operations
         problem verification bullets
-        Any problem that can be resolved by following other debug guidebooks
         provided to Qwest by FVC including, but not limited to, the FVC Help
         Guide.
-        Complex or advanced product usage.  Including, but not limited to:
         -        All issues related to router or network connectivity
         -        Endpoint operation and usage
         -        Point-to-point, multipoint and ISDN usage
         -        All troubleshooting
-        Problems that are not product defects
-        Any past question resolved by Level 2 support personnel working with
         FVC

LEVEL 3

-        Problems resulting from defects in the hardware or software
-        Problems only solvable by having access to software source code

Refer to Exhibit C: Problem Resolution Procedures.



                                      27.
<PAGE>

                                    EXHIBIT E

                          SOURCE CODE ESCROW AGREEMENT

         As set forth in Section 4.0 of the Agreement, the Parties will execute
an Escrow Agreement with DSI Technology Escrow Services, Inc. that will
incorporate the agreed-upon terms of Section 4.0 of the Agreement. Promptly
following such execution, a fully-executed version of the Escrow Agreement shall
be attached hereto and is hereby incorporated as part of the Agreement.




                                      28.
<PAGE>

                                    EXHIBIT F

                                 SERVICE LEVELS

1.       FVC SERVICES AVAILABILITY UPTIME

         1.1 SERVICE LEVEL. FVC [...***...] that the FVC System, as used to
provide the Services, will have portal availability commitment, excluding CPE
and the Qwest network of at least [...***...] Uptime. This means that, on
average (measured monthly), each month, [...***...] of the time, the portal will
be available for customers to successfully use the FVC portal interface,
resources, or functionality in the intended fashion. This Service Level
includes, but is not limited to all hardware components, software, endpoint
registration and endpoint status and added value features accessible through the
portal that may be currently developed or developed in the future. Scheduled
maintenance and support of the portal, per Exhibit D, is not included in the
portal uptime measurement.

         1.2 MEASUREMENT CALCULATION. Therefore, portal availability will be
measured by the following calculation:

         [...***...]

         1.3 [...***...] If the portal availability levels fall below the top
committed range shown in the table below, Qwest will be [...***...]

         [...***...]

         1.4 FVC SERVICES AVAILABILITY TRACKING/[...***...] FVC [...***...] that
Video portal software and/or database will track portal availability uptime and
downtime. This availability data will be sent to Qwest in a monthly report
within the first 5 business days of each calendar month. In the event that the
above report is not



                                      29.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

delivered to Qwest, within the [...***...]of each calendar month, Qwest will
receive [...***...] that the report is late, on the next month's invoice.

         1.5 FVC SERVICES - [...***...]. If Qwest observes and reports to FVC
that any Services uptime percentages or other support issues are consistently
trending downward, are not being addressed or are at consistently unacceptable
levels for a period of [...***...] or greater; FVC will be required to
[...***...] to Qwest within [...***...]. If the foregoing process is not
completed and/or FVC does not take reasonable steps to address
under-performance, in addition to any other remedies herein or otherwise, Qwest
will be entitled to terminate this Agreement upon written notice to FVC.

2.       USAGE TRACKING AND BILLING

         2.1 SERVICE LEVEL. FVC [...***...] that it will provide Qwest with
accurate and timely customer usage reports to include detail on all endpoint
usage through the portal, segmented by Customer, and that its accuracy for such
reports will be [...***...]. Such accuracy will be assessed by Qwest by taking a
random sample of data or by such other process mutually agreed to by the
Parties.

         2.2 REMEDY. In the event that Qwest and/or FVC identifies that usage
records are inaccurate, in addition to any other remedies herein or otherwise,
FVC will take the following actions:

                  (i)   Notify Qwest Billing within [...***...] of confirmation
that usage data is corrupted.

                  (ii)  Identify and contain the source of the error.

                  (iii) Provide Qwest description of usage issue including
scope, customer impact and proposed resolution.

                  (iv)  Upon resolution agreement from Qwest, FVC will
implement.

                  (v)   FVC will use its [...***...] to reach resolution within
[...***...].

         2.3 In the event that Qwest notifies FVC of an unreceived usage report,
where unreceived means the data has not been received within [...***...] minutes
of the expected time, FVC will resend usage report immediately (and in no event
longer than [...***...] of the notification). Any usage reports received after
this time, will be considered late. In the event that FVC is or becomes unable
to provide usage data that can be segmented by Qwest customer, FVC will identify
and resolve situation within [...***...].


                                      30.     *CONFIDENTIAL TREATMENT REQUESTED
<PAGE>

         2.4 [...***...] . If FVC is late in providing usage information, Qwest
will receive a [...***...], to be [...***...] to Qwest, [...***...] that the
information has not been received. If incorrect usage information is provided,
due to no fault of Qwest, FVC will [...***...] for the total of the
misrepresented usage pLUS [...***...] of the impacted month's invoice. In the
event that FVC does not provide usage data to Qwest, Qwest will withhold invoice
payment until FVC does provide the required usage information. At such time, a
[...***...] will be applied to FVC's monthly invoice to Qwest, [...***...] that
the usage information was not received.

3.       TIME TO RESPOND

         3.1 SERVICE LEVEL. FVC [...***...] that it shall respond to Customer
support issues according to the levels and escalation times previously described
in the table in Exhibit C Operations Plan. If Qwest fails to provide Level 1 and
Level 2 support to their Customers, the period of failure time experienced by
Qwest Customer(s) will not be included as failure time in the FVC Services
Availability calculation.

         3.2 NOTIFICATION. Notwithstanding anything else herein, FVC will notify
Qwest, via telephone or e-mail or other immediately available mechanism selected
by Qwest, within [...***...] after any outage of the FVC System and will
continue to keep Qwest informed of progress in restoring service to the FVC
System.

         3.3 REMEDY. If FVC fails to meet any of the customer support service
levels set forth above in any calendar month during the term of the Agreement,
then FVC shall grant, [...***...] billed by FVC to Qwest during the relevant
calendar month [...***...] in response.

4.       AGGREGATE [...***...]

         4.1 The [...***...] owed to Qwest for each one month period shall not
exceed the total amount otherwise due to FVC from Qwest for that month.



                                      31.     *CONFIDENTIAL TREATMENT REQUESTED
</TEXT>
</DOCUMENT>
