B. STATEMENT OF OWNERSHIP

TESS Communications, Inc. ("TESS") is a Delaware Corporation, which was
organized in March 1999. Its principle shareholders are Stephan H.
Andrade and James E. Cook, holding common stock, and Geocapital partners
holding Series A preferred stock.

On August 5, 1999, TESS acquired a controlling interest in TESS
Communications of Colorado, Inc., a Colorado Corporation ("TESS -
Colorado"), formerly known as Telecommunications Engineering Services
and Systems, LLC. TESS - Colorado was originally organized on May 21,
1996, as a limited liability company. It converted to a corporate status
in 1999. TESS Colorado holds a certificate to operate as a facilities
based and non-facilities based competitive local exchange carrier of
telecommunications services ("CLEC") from the Colorado Public Utilities
Commission ("COPUC").

TESS applied for and was awarded a certificate to operate as a CLEC from
the Arizona Corporations Commission ("ACC") on April 16, 2000, subject
to effecting compliance with the terms of the Arizona Commission. On May
17, 2000, the ACC found TESS compliant with all terms relating to its
certification. In May 2000, TESS also formed a subsidiary named TESS
Communications of Arizona, Inc. ("TESS -Arizona"). It is the intention
of TESS to transfer the certification obtained from the Arizona
Corporation Commission from TESS to TESS -- Arizona within the next
year.

TESS formed a subsidiary in the state of Nevada on April 18, 2000, named
TESS Communications of Nevada, Inc. ("TESS - Nevada"). It is the
intention of TESS - Nevada to apply for a certificate to operate as a
CLEC in the state of Nevada.

TESS formed a subsidiary in the state of New Mexico on August 8, 2000,
named TESS Communications of New Mexico, Inc. ("TESS -- New Mexico").
TESS -- New Mexico applied for a certificate to operate as a CLEC in the
state of New Mexico on September 14, 2000.

TESS formed a subsidiary in the state of Washington on August 2, 2000,
named TESS Communications of Washington, Inc. ("TESS -- Washington").
TESS - Washington applied for a certificate to operate as a CLEC in the
state of Washington November 10, 2000.

TESS formed a subsidiary in the state of Minnesota on August 2, 2000,
named TESS Communications of Minnesota, Inc. ("TESS -- Minnesota"). It
is the intention

of TESS - Minnesota to apply for a certificate to operate as a CLEC in
the state of Minnesota the week of November 20, 2000.

TESS formed a subsidiary in the state of Florida on October 11, 2000,
named TESS Communications of Florida, Inc. ("TESS -- Florida"). It is
the intention of TESS -- Florida to apply for a certificate to operate
as a CLEC in the state of Florida as soon as possible.

**[CERTIFICATE OF SERVICE]{.underline}**

I, Kristi Ashton, herby certify that a completed and signed FCC Form
1275 Certification for Open Video System of TESS Communications, Inc.
was sent on November 24, 2000 via overnight delivery to the parties
listed below:

+-----------------------------------+-----------------------------------+
| Magalie R. Salas                  | Deborah A. Lathen                 |
|                                   |                                   |
| Office of the Secretary           | Office of the Bureau Chief        |
|                                   |                                   |
| Federal Communications Commission | Cable Services Bureau             |
|                                   |                                   |
| 445 12^th^ Street, S.W., Room     | Federal Communications Commission |
| TWB204 Washington, D.C. 20554     |                                   |
|                                   | 445 12th Street, SW, Room 3-C734  |
|                                   |                                   |
|                                   | Washington, DC 20554              |
+-----------------------------------+-----------------------------------+
| Commissioner Furchtgott-Roth      | William H. Johnson                |
|                                   |                                   |
| Federal Communications Commission | Deputy Bureau Chief               |
|                                   |                                   |
| 444 12^th^ Street, S.W.           | Cable Services Bureau             |
|                                   |                                   |
| Room 8-A302C                      | Federal Communications Commission |
|                                   |                                   |
| Washington, D.C. 20554            | 445 12th Street, SW, Room 3-C742  |
|                                   |                                   |
|                                   | Washington, DC 20554              |
+-----------------------------------+-----------------------------------+
| Sherille Ismail                   | Deborah Klein                     |
|                                   |                                   |
| Deputy Chief                      | Division Chief                    |
|                                   |                                   |
| Consumer Protection and           | Consumer Protection and           |
| Competition                       | Competition                       |
|                                   |                                   |
| Division Cable Services Bureau    | Division Cable Services Bureau    |
|                                   |                                   |
| Federal Communications Commission | Federal Communications Commission |
|                                   |                                   |
| 445 12th Street, SW, Room 4-C802  | 445 12th Street, SW, Room 4-A820  |
|                                   |                                   |
| Washington, DC 20554              | Washington, DC 20554              |
+-----------------------------------+-----------------------------------+
| Commissioner Michael K. Powell    | Chairman William E. Kennard       |
|                                   |                                   |
| Federal Communications Commission | Federal Communications Commission |
|                                   |                                   |
| 444 12^th^ Street, S.W.           | 444 12^th^ Street, S.W.           |
|                                   |                                   |
| Room 8-A204C                      | Room 8-B201H                      |
|                                   |                                   |
| Washington, D.C. 20554            | Washington, D.C. 20554            |
+-----------------------------------+-----------------------------------+
| Commissioner Tristiani            |                                   |
|                                   |                                   |
| Federal Communications Commission |                                   |
|                                   |                                   |
| 444 12^th^ Street, S.W.           |                                   |
|                                   |                                   |
| Room 8-C302C                      |                                   |
|                                   |                                   |
| Washington, D.C. 20554            |                                   |
+-----------------------------------+-----------------------------------+

I further certify that copies of the foregoing FCC Form 1275
Certification for Open Video System of TESS Communications, Inc. were
sent, pursuant to Title 47 C.R.F. § 76.1502(d)(1), on November 21, 2000
via first-class USPS mail to the parties listed below:

+-----------------------------------+-----------------------------------+
| Mike Hein                         | Daniel J. Hochuli                 |
|                                   |                                   |
| Town Manager                      | Attorney -- Town of Marana        |
|                                   |                                   |
| Town of Marana                    | 13251 North Lon Adams Road        |
|                                   |                                   |
| 13251 North Lon Adams Road        | Marana, Arizona 85653             |
|                                   |                                   |
| Marana, Arizona 85653             |                                   |
+-----------------------------------+-----------------------------------+
| Horatio E. Skeete                 | Susan Goodwin                     |
|                                   |                                   |
| City Manager                      | City Attorney                     |
|                                   |                                   |
| City of Litchfield Park           | City of Litchfield Park           |
|                                   |                                   |
| 214 West Wigwam Boulevard         | 214 West Wigwam Boulevard         |
|                                   |                                   |
| Litchfield Park, Arizona 85340    | Litchfield Park, Arizona 85340    |
+-----------------------------------+-----------------------------------+
| Elaine T. Valente                 | Ted Strictland                    |
|                                   |                                   |
| Adams County Commissioner         | Adams County Commissioner         |
|                                   |                                   |
| District I                        | District II                       |
|                                   |                                   |
| Administration Building           | Administration Building           |
|                                   |                                   |
| 450 South 4^th^ Avenue            | 450 South 4^th^ Avenue            |
|                                   |                                   |
| Brighton, Colorado 80601          | Brighton, Colorado                |
+-----------------------------------+-----------------------------------+
| Martin J. Flaum                   | George DiCiero                    |
|                                   |                                   |
| Adams County Commissioner         | City Manager                      |
|                                   |                                   |
| District III                      | City of Broomfield                |
|                                   |                                   |
| Administration Building           | One Des Combes Drive              |
|                                   |                                   |
| 450 South 4^th^ Avenue            | Broomfield, Colorado 80020        |
|                                   |                                   |
| Brighton, Colorado 80601          |                                   |
+-----------------------------------+-----------------------------------+

+-----------------------------------+-----------------------------------+
| Roy Howard                        | Robert Slentz                     |
|                                   |                                   |
| City Attorney                     | City Attorney                     |
|                                   |                                   |
| City of Broomfield                | Town of Castle Rock               |
|                                   |                                   |
| One Des Combes Drive              | 100 N. Wilcox Street              |
|                                   |                                   |
| Broomfield, Colorado 80020        | Castle Rock 80104                 |
+-----------------------------------+-----------------------------------+
| Don Jones                         | Gary V. Scales                    |
|                                   |                                   |
| Interim City Manager-Don Jones    | City Attorney                     |
|                                   |                                   |
| Town of Castle Rock               | City of El Mirage                 |
|                                   |                                   |
| 100 N. Wilcox Street              | 14405 N. Palm Street              |
|                                   |                                   |
| Castle Rock 80104                 | El Mirage, AZ 85335               |
+-----------------------------------+-----------------------------------+
| Stuart R. Brackney                | James H. Oeser                    |
|                                   |                                   |
| City Manager                      | City Attorney                     |
|                                   |                                   |
| City of El Mirage                 | City of Goodyear                  |
|                                   |                                   |
| 14405 N. Palm Street              | 119 N. Litchfield Road            |
|                                   |                                   |
| El Mirage, AZ 85335               | Goodyear, Arizona 85338           |
+-----------------------------------+-----------------------------------+
| Stephen Cleveland                 |                                   |
|                                   |                                   |
| City Manager                      |                                   |
|                                   |                                   |
| City of Goodyear                  |                                   |
|                                   |                                   |
| 119 N. Litchfield Road            |                                   |
|                                   |                                   |
| Goodyear, Arizona 85338           |                                   |
+-----------------------------------+-----------------------------------+

Kristi Ashton