MID-ATLANTIC CARRIER ACQUISITION COMPANY, L.L.C.

**LIMITED LIABILITY COMPANY OPERATING AGREEMENT**

This LIMITED LIABILITY COMPANY OPERATING AGREEMENT (\"Agreement\") is
made as of the 17th of June, 1996, by and among each of the parties
listed on Exhibit A hereto.

**RECITALS**

WHEREAS, the parties hereto desire to establish Mid-Atlantic Carrier
Acquisition Company, L.L.C. (\"MCAC\" or the \"Company\") as a new
Maryland limited liability company for the purpose of engaging in
business activities related to implementing number portability in
Maryland;

WHEREAS, the parties desire to enter into a limited liability company
operating agreement as required by the Maryland Limited Liability
Company Act and in order to set forth the details of their relationship
and the governance and management of the Company;

NOW THEREFORE, in consideration of the premises and the mutual
agreements and representations herein contained, and intending to be
legally bound hereby, the parties agree as follows:

**Article I**

**Definitions and Rules of Construction**

1.1 [Definitions]{.underline}. The following terms used in this
Agreement shall have the following meanings (unless otherwise expressly
provided herein):

\(a\) \"[Agreement]{.underline}\" shall mean this operating agreement as
originally executed and as amended from time to time.

\(b\) \"[Capital Account]{.underline}\" shall have the meaning set forth
in Section 9.3.

\(c\) \"[Chairman]{.underline}\" shall refer to the Chairman of the
Steering Committee as described in Section 7.1(b).

\(d\) \"[Commission]{.underline}\" shall refer to the appropriate state
governmental regulatory authority or authorities in the Mid-Atlantic
Region with jurisdiction over the porting of numbers.

\(e\) \"[Commission Representative]{.underline}\" shall refer to the
representative of the Staff of any Commission in the Mid-Atlantic Region
whose duties shall be to serve as a: (1) non-voting participant in all
Steering Committee meetings, (2) reporter of MCAC activities to the
Commission Representative\'s respective Commission, and (3) external
contact to regulators and interested parties. The \"Commission
Representative\" may perform such other duties as shall be proposed by
the Managers and that are accepted by the Staff of the Commission. The
\"Commission Representative\" shall be the person or persons so
designated by the Staff of the Commission Representative\'s respective
Commission.

\(f\) \"[Company]{.underline}\" shall refer to Mid-Atlantic Carrier
Acquisition Company, L.L.C.

\(g\) \"[Entity]{.underline}\" shall mean any individual person, general
partnership, limited partnership, limited liability company,
corporation, joint venture, trust, business trust, cooperative,
association, foreign trust, or foreign business organization.

\(h\) \"[MCAC]{.underline}\" shall refer to Mid-Atlantic Carrier
Acquisition Company, L.L.C.

\(i\) \"[Managers]{.underline}\" shall mean the Managers identified in
Exhibit B or in an executed counterpart to this Agreement and their
successors in that capacity, and as further described in Article VI.

\(j\) \"[Maryland Act]{.underline}\" shall mean the Maryland Limited
Liability Company Act, Annotated Code of Maryland, Corporations and
Associations Article, Title 4A, § 4A-101 *et seq.*

\(k\) \"[Master Contract]{.underline}\" shall refer to the contract
between the MCAC and the Prime Vendor.

\(l\) \"[Member]{.underline}\" shall mean each carrier satisfying the
eligibility criteria in Section 12.1 that executes this Agreement as a
Member or that may hereafter become a Member by executing a counterpart
to this Agreement. The names and addresses of the Members are as set
forth in Exhibit A.

\(m\) \"[Membership Interest]{.underline}\" shall mean a Member\'s
entire interest in the MCAC; including the Member\'s right to
participate in the management of the business and affairs of the MCAC;
including the right to vote on, consent to, or otherwise participate in
any decision or action of or by the Members granted pursuant to this
Agreement and the Maryland Act; and including the right to inspect the
books and records of the MCAC.

\(n\) \"[Mid-Atlantic Region]{.underline}\" shall mean the region in the
United States comprised of the following jurisdictions: Delaware,
District of Columbia, Maryland, New Jersey, Pennsylvania, Virginia and
West Virginia.

\(o\) \"[Prime Vendor]{.underline}\" shall mean the Entity that enters
into the Master Contract with the MCAC to: (1) establish, administer and
maintain the number porting administration center and the service
management system, and (2) perform other duties associated with the
number porting administration center and service management system as
directed by MCAC. The Prime Vendor shall be the provider of permanent
number porting administration center services and service management
system services in the Mid-Atlantic Region and shall provide all such
services directly or indirectly to all carriers or any other
telecommunications related service provider for routing and billing of
telecommunciations services. The Prime Vendor shall provide access to
all such services in the Mid-Atlantic Region on a nondiscriminatory
basis.

\(p\) \"[Secretary]{.underline}\" shall refer to the Secretary of the
Steering Committee as described in Section 7.1(c).

1.2 [Rules of Construction]{.underline}. Unless the context otherwise
requires:

\(a\) A term has the meaning assigned to it;

\(b\) \"Or\" is not exclusive;

\(c\) References in the singular or to \"him,\" \"her,\" \"it,\"
\"itself,\" or other like references, and references in the plural or
the feminine or masculine reference, as the case may be, shall also,
when the context so requires, be deemed to include the plural or
singular, or the masculine or feminine reference, as the case may be;

\(d\) References to Articles and Sections shall refer to articles and
sections of this Agreement, unless otherwise specified; and

\(e\) The headings in this Agreement are for convenience and
identification only and are not intended to describe, interpret, define
or limit the scope, extent, or intent of this Agreement or any provision
thereof.

1.3 [Effect of Agreement: Severability and Reformation]{.underline}. It
is the express intention of the Members that, except to the extent a
provision of this Agreement expressly incorporated Federal income tax
rules by reference to the IRC or the Treasury Regulations or is
expressly prohibited or ineffective under the Maryland Act, this
Agreement shall govern the relations among the Members in their
capacities as Members. If any provision of this Agreement or the
application thereof to any person or circumstance shall be held invalid
or unenforceable to any extent, (a) such provision shall be ineffective
to the extent, and only to the extent, of such unenforceability or
prohibition and shall be enforced to the extent permitted by law; (b)
such unenforceability or prohibition in any jurisdiction shall not
invalidate or render unenforceable such provision as applied (i) to
other persons or circumstances or (ii) in any other jurisdiction; and
(c) such unenforceability or prohibition shall not affect or invalidate
any other provision of this Agreement. To the extent any provision of
this Agreement is prohibited or ineffective under the Maryland Act, this
Agreement shall be considered amended to the least degree possible in
order to make this Agreement effective under the Maryland Act. In the
event the Maryland Act is subsequently amended or interpreted in such a
way as to make valid any provision of this Agreement that was formerly
invalid, such provision shall be considered to be valid from the
effective date of such interpretation or amendment.

To the extent any provision of this Agreement is held invalid or
unenforceable, the Members shall negotiate, in good faith, concerning an
amendment to this Agreement that will achieve, to the extent possible
consistent with applicable law, the intended effect of the invalid or
unenforceable provision.

**Article II\
Formation of Company**

2.1 [Formation]{.underline}. The Company was organized by executing and
delivering the Articles of Organization to the State Department of
Assessments and Taxation in Maryland in accordance with and pursuant to
the Maryland Act.

2.2 [Name]{.underline}. The name of the Company is Mid-Atlantic Carrier
Acquisition Company, L.L.C.

2.3 [Principal Office]{.underline}. The Company may locate its principal
office and other places of business at any place or places within the
State of Maryland as the Managers may from time to time deem advisable.

2.4 [Principal Office and Resident Agent]{.underline}. The Company\'s
initial principal office shall be at the office of its registered agent
at 36 South Charles Street, Baltimore, Maryland 21202, and the name of
its initial registered agent at such address shall be P&M Agent Corp.
The registered office and registered agent may be changed from time to
time by filing the address of the new registered office and/or the name
of the new registered agent with the Maryland State Department of
Assessments and Taxation pursuant to the Maryland Act.

2.5 [Term]{.underline}. The term of the Company shall be 50 years,
terminating December 31, 2046, unless the Company is earlier dissolved
and terminated in accordance with either the provisions of this
Agreement or the Maryland Act.

**Article III**

**Business and Nature of the Company**

3.1 [Permitted Businesses]{.underline}. The business of the Company
shall be:

\(a\) To issue a Request For Proposals (\"RFP\") to solicit bids from
vendors interested in entering into the Master Contract to perform the
functions of the Prime Vendor;

\(b\) To develop and implement procedures for reviewing bids from
vendors responding to the RFP and selecting the Prime Vendor;

\(c\) To ratify, after a bid is selected and before execution of the
Master Contract, the award of the Master Contract to the Prime Vendor;

\(d\) To negotiate and execute the Master Contract and to negotiate and
execute other contracts for goods or services, to negotiate changes in
terms and conditions of the Master Contract and any other contract, to
renew or rebid the Master Contract and any other contract, and to
terminate the Master Contract and any other contract as circumstances
require;

\(e\) To supervise and oversee the Prime Vendor as well as any
subcontractor or vendor to ensure compliance with Master Contract
requirements;

\(f\) To own, license or otherwise control any all intellectual property
rights and any other proprietary rights associated with local number
portability technology and all confidential information associated with
the activities of the MCAC, pursuant to the terms and conditions set
forth in Exhibit C;

\(g\) To comply with any order or other directive concerning local
number portability issued by the Commission, any other state
telecommunications regulatory commission in the Mid-Atlantic Region, or
the Federal Communications Commission, including, but not limited to,
any directive to expand, reduce, merge, consolidate, dissolve and
terminate, or otherwise modify the Company; to supervise and oversee the
Prime Vendor and any subcontractor or vendor to ensure compliance with
any such order or other directive; and to amend this Agreement in
accordance with any such order or other directive;

\(h\) To purchase or own such facilities and other assets as the MCAC
may, from time to time, reasonably require for its business; and to
exercise all other powers necessary to or reasonably related to the
MCAC\'s business that may legally be exercised by limited liability
companies under the Maryland Act; and

\(i\) To engage in all activities necessary, customary, convenient,
incidental or related to any of the foregoing, and to do so in a manner
that does not discriminate unreasonably against any Member or non-Member
provider of telecommunications service.

3.2 [No Partnership Intended for Non-Tax Purposes]{.underline}. The
Members have formed the Company under the Maryland Act, and expressly do
not intend hereby to form a partnership under any state partnership act
or limited partnership act. The Members do not intend to be partners one
to another, or partners as to any third party.

**Article IV\
Rights and Obligations of Members**

4.1 [Membership Interest and Voting Rights]{.underline}.

\(a\) Except as otherwise provided in this Agreement, each Member shall
have and retain a Membership Interest equivalent in every respect to the
Membership Interest of any other Member, and such Membership Interest
shall entitle a Member at all times to one vote by its respective
Manager, and thus equal voting power, on all matters set forth in this
Agreement requiring the vote of Managers.

\(b\) In the event that any Member is affiliated with one or more other
Members, such affiliated Member group shall collectively be entitled to
only one vote on all matters set forth in this Agreement requiring the
vote of Managers; such single vote to be cast by a Manager of one of the
Members within the affiliated group as designated in writing by such
group. For purposes of this Agreement, a Member is affiliated with
another Member if such Member directly or indirectly controls, is
controlled by, or is under direct or indirect common control with such
other Member. A Member shall be deemed to control another Member if such
Member possesses, directly or indirectly, the power (i) to vote 10% or
more of the securities having ordinary voting power for the election of
directors of such other Member or (ii) to direct or cause direction of
the management and policies of such other Member, whether through the
ownership of voting securities, by contract or otherwise.

\(c\) Any Member qualifying for membership under Section 12.1(b) or
12.1(c) that does not commence porting numbers in the Mid-Atlantic
Region within either: (1) 12 months from the date such Member declares
to the MCAC its intent to port numbers in the Mid‑Atlantic Region, if
such declaration is made at a time when permanent local number
portability is available in the Mid-Atlantic Region where the Member
intends to port numbers; or (2) the period of time during which
permanent local number portability remains unavailable in the
Mid-Atlantic Region plus 12 months, if the Member declares to the MCAC
its intent to port numbers in the Mid-Atlantic Region at a time when
permanent local number portability is not available in the Mid-Atlantic
Region where the Member intends to port numbers; shall relinquish all
its voting rights on all matters set forth in this Agreement requiring
the vote of Managers until such time as it commences porting numbers in
the Mid-Atlantic Region, provided that such failure to commence porting
numbers in the Mid-Atlantic Region is not caused by any other Member or
non-Member provider of telecommunications service. During the time that
voting rights are relinquished, such Member may continue as a non-voting
Member of the Company.

4.2 [Limitation of Liability]{.underline}.

\(a\) Except for the Member\'s respective Capital Account and as
otherwise provided under the Maryland Act, no Member shall be liable for
any debt, obligation or liability of the Company, whether arising in
contract, tort or otherwise solely by reason of being a Member.

\(b\) In furtherance of the intent that each Member shall be liable to
creditors only for such Member\'s capital contributions and
undistributed profits, the Members shall arrange to prosecute, defend,
settle or compromise actions at law or in equity at the expense of the
Company as the Members may consider necessary to enforce or protect the
interests of the Company, and the Members shall satisfy any judgment,
decree, decision or settlement under the terms of which the Company (or
the Members, or any affiliate, as that term is defined in Section 4.1(b)
of this Agreement, of the Members, on behalf of the Company) is
obligated to pay any amount, first, out of available proceeds of any
insurance of which the Company is the beneficiary, and next, out of
Company assets and income; provided that, no such payment shall be made
out of the assets or income of the Members for any reason, and the
Company shall indemnify and defend the Members and hold the Members
harmless therefrom.

4.3 [Nature of Interests]{.underline}. There shall not be limited
liability company interests in the Company other than Membership
Interests as defined in this Agreement.

4.4 [Manager Approval of Certain Transactions]{.underline}.
Notwithstanding anything in the Maryland Act to the contrary, the
Managers shall approve, without any separate vote of the Members, the
matters referred to in Sections 6.4, 6.5 and 6.6.

4.5 [Access to Company Books and Records]{.underline}. Upon reasonable
request, each Member or its duly authorized Manager shall have the
right, during ordinary business hours and in accordance with Section
4A-406 of the Maryland Act, to inspect and copy Company books and
records at the requesting Member\'s expense.

4.6 [Priority and Return of Capital]{.underline}. Except as otherwise
expressly provided in this Agreement, no Member shall have priority over
any other Member, either for the return of Capital Contributions or
assessments or for net profits, net losses, or distributions.

4.7 [Review, Mediation or Resolution of Internal Disputes]{.underline}.
Except as provided in Section 4.8 of this Agreement, in the event of a
dispute or disagreement regarding a decision or action of the Managers
or Members as to any material matter, any Member shall first make a good
faith effort to review or mediate such dispute or disagreement pursuant
to the procedure set forth in this Section 4.7. Such procedure shall
include consultation with the Commission Staff, followed by the
aggrieved Member seeking review or mediation of such decision or action
by the filing of an appropriate petition, letter, pleading or other
request for action in accordance with applicable rules, if any, of the
Commission within 30 calendar days of a decision or action by the
Members. Thereafter, the Members will participate in good faith in any
proceeding convened by the Commission for the purpose of resolving the
matters in issue and will comply with decisions, advice, and directions
of the Commission as may be appropriate. However, the decision or action
that is the subject of the review or mediation shall not be delayed or
postponed unless otherwise agreed by the Members or unless otherwise
ordered by the Commission. If the Commission determines that it does not
have legal jurisdiction or is unable for any other reason to review or
mediate the matter, the Members will obtain final resolution of the
matter by submitting to it binding arbitration or litigation in
accordance with procedures to be agreed upon by the Members. For
purposes of this paragraph, \"material matter\" means a matter
concerning this Agreement of sufficient magnitude as to impose a
significant impact upon any aspect of the business of the Company or
upon its Members or Managers regarding their participation in matters
that are the subject of the business of the Company or related thereto,
either collectively, individually or upon certain Members as a group.
\"Significant impact\" includes but is not limited to matters of
financial, operational, legal, regulatory or personnel‑related concern
pertaining to the business of the Company or matters related thereto.
For purposes of this paragraph, \"material\" does not refer to any
financial standard of materiality as applied in the administration of
generally accepted accounting practices. The provisions of Section 4.7
shall not be construed as limiting such legal and procedural remedies as
may be otherwise available to any Member. Section 4.7 shall not be
applicable to, and thus the remedies provided under Section 4.7 shall
not be available for, review or mediation of disputes or disagreements
concerning the MCAC\'s selection, ratification, approval, termination or
renewal of the Prime Vendor, in connection with any aspect of the Prime
Vendor\'s performance under the Master Contract.

4.8 [Policy Disputes]{.underline}.

\(a\) [Public Policy Dispute]{.underline}. For purposes of this section,
\"Public Policy Dispute\" shall mean an unresolved LNP issue that
(1) involves one or more Company members, (2) has been discussed and
voted by the Company, and (3) concerns public policy. Any unresolved LNP
issue that relates to pecuniary or such other issues strictly relating
to the business of LNP administration or provisioning and that does not
concern public policy shall not constitute a Public Policy Dispute but
would be subject to the Company\'s dispute resolution procedures set
forth in Section 4.7 of this Agreement.

A Public Policy Dispute shall first be negotiated by the parties to the
Public Policy Dispute for resolution. If any party to the Public Policy
Dispute objects to the resolution, the Public Policy Dispute may be
referred to the Company. The Company shall attempt to resolve the Public
Policy Dispute in accordance with the NANC dispute resolution
guidelines. If any party objects to the Company\'s resolution, prior to
any other resolution process the Public Policy Dispute shall be
submitted for resolution by the NANC or an appropriate regulatory
commission. In the event of the submission of a Public Policy Dispute to
the NANC, and where any party to the Public Policy Dispute objects to
the NANC\'s proposed resolution, prior to any other resolution process
the NANC\'s proposed resolution of the Public Policy Dispute shall be
submitted to the FCC as a recommendation for FCC review, pursuant to the
FCC\'s procedures set forth at ¶130 of its Second Report and Order, *In
the Matter of Telephone Number Portability*, CC Docket No. 95-116, FCC
97-289. The submission of a Public Policy Dispute to a state regulatory
commission shall be made to any appropriate state regulatory commission
in the Mid‑Atlantic Region that the parties to the Public Policy Dispute
select.

\(b\) [Dispute Between Regions]{.underline}. For purposes of this
section, \"Dispute Between Regions\" shall mean an unresolved LNP issue
that involves the Company and one or more of the other regional
companies (LLCs) administering the implementation of LNP.

A Dispute Between Regions shall first be negotiated by the parties to
the Dispute Between Regions for resolution in accordance with the NANC
dispute resolution guidelines. If any party objects to the resolution,
prior to any other resolution process the Dispute Between Regions shall
be submitted for resolution by the NANC. In the event any party to the
Dispute Between Regions objects to the NANC\'s proposed resolution,
prior to any other resolution process the NANC\'s proposed resolution of
the Dispute Between Regions shall be submitted to the FCC as a
recommendation for FCC review, pursuant to the FCC\'s procedures set
forth at ¶130 of its Second Report and Order referenced above.

\(c\) [Referred Dispute]{.underline}. For purposes of this section,
\"Referred Dispute\" shall mean an unresolved LNP issue that is referred
to the Company by any telecommunications carrier.

A Referred Dispute shall first be reviewed by the Company to determine
whether it concerns public policy. A Referred Dispute determined by the
Company to concern pecuniary or such other issues strictly relating to
the business of LNP administration and not to concern public policy
shall be submitted to the Company\'s dispute resolution procedures set
forth in Section 4.7 of this Agreement. If a Referred Dispute is
determined by the Company to concern public policy, the Company shall
attempt to resolve such Referred Dispute in accordance with the NANC
dispute resolution guidelines. If any party to such Referred Dispute
objects to the Company\'s resolution, any party may submit such Referred
Dispute for resolution by the NANC or may pursue such other rights it
may have under dispute resolution processes afforded by appropriate
regulatory authorities. In the event of the submission of a Referred
Dispute to the NANC, and where any party to the Referred Dispute objects
to the NANC\'s proposed resolution, prior to any other resolution
process the NANC\'s proposed resolution of the Referred Dispute shall be
submitted to the FCC as a recommendation for FCC review, pursuant to the
FCC\'s procedures set forth at ¶130 of its Second Report and Order
referenced above. The submission of a Referred Dispute to a state
regulatory commission may be made to any appropriate state regulatory
commission in the Mid-Atlantic Region that the parties to the Referred
Dispute select.

**Article V**

**Meetings of Members**

5.1 [Meetings of Members]{.underline}. The Managers shall be authorized
to call a meeting of the Members from time to time as shall be deemed
necessary.

**Article VI**

**Rights and Duties of, Designation and Election**

**of, and Conduct of Business by Managers**

6.1 [Management]{.underline}. All authority of the Members to act and
participate in the MCAC shall be vested in the Managers, and Members may
only act through their respective Managers. The business and affairs of
the MCAC shall be managed by the Managers. The Managers shall in all
cases act collectively as provided in Article VII, and not individually.
Without limiting the generality of the foregoing, no Manager acting
individually shall be the agent of the MCAC or shall have authority to
bind the MCAC and no debt shall be contracted or liability incurred by
or on behalf of the MCAC, except by the Managers acting collectively as
provided in Article VII or by one or more agents or employees of the
MCAC acting pursuant to the authority granted to them by the Managers.

6.2 [Number, Tenure and Qualifications]{.underline}. The Company shall
have that number of Managers equal to the number of Members. Managers
shall be selected as provided in Section 6.3. Each Manager shall hold
office until a successor shall have been selected as provided in this
Agreement. Managers need not be residents of the State of Maryland.

6.3 [Selection and Replacement of Managers]{.underline}.

\(a\) [Selection of Managers; Vacancies]{.underline}. Each Member shall
be entitled to (i) select one Manager and, at the option of each Member,
up to two alternate Managers, each of whom may act in the absence of the
primary Manager selected by that Member, and (ii) fill any vacancies
resulting from the removal, resignation or death of any such Manager or
alternate Manager. The selection of a Manager or alternate Manager shall
be set forth in a writing delivered by the Member entitled to select
such Manager or alternate Manager, as the case may be, to the Chairman
and Secretary.

\(b\) [Removal]{.underline}. A Manager or alternate Manager may be
removed at any time, with or without cause, by the Member that selected
that Manager or alternate Manager, which Member shall give written
notice to the Chairman and Secretary and to the other Members. The
removal of any Manager or alternate Manager shall take effect upon the
receipt of that notice by the Chairman and Secretary, or at such later
time as may be specified in the notice. If a Member ceases to be a
Member, the Manager and alternate Manager, if any, selected by that
Member shall be removed, without further action of the Members or
Managers, as of the date the Member ceases to be a Member.

\(c\) [Resignation]{.underline}. Any Manager or alternate Manager may
resign at any time by giving written notice to the Member that selected
such Manager, which Member shall give written notice to the Chairman and
Secretary and to the other Members. The resignation of any Manager or
alternate Manager shall take effect upon receipt of that notice by the
Chairman or at such later time as shall be specified in the notice.
Unless otherwise specified in the notice, acceptance of the resignation
shall not be necessary to make it effective.

6.4 [Certain Powers of Managers]{.underline}.

\(a\) Without limiting the generality of Section 6.1, the Managers,
acting collectively in accordance with Article VII, and subject in all
cases to the provisions of Sections 6.5 and 6.6, shall have power and
authority, and shall have the power and authority to authorize the
agents of the Company, on behalf of the Company, to exercise the
following powers in a manner that does not discriminate unreasonably
against any Member or non-Member provider of telecommunciations service:

\(i\) to acquire property from any Entity as the Managers may determine.
The fact that a Manager or Member is directly or indirectly affiliated
or connected with any such Entity shall not prohibit the Managers from
dealing with that Entity;

\(ii\) to purchase liability and other insurance to protect the
Company\'s property and business;

\(iii\) to hold and own any Company real and/or personal properties in
the name of the Company;

\(iv\) to execute on behalf of the Company all instruments and
documents, including, without limitation: checks; drafts; notes and
other negotiable instruments; mortgages or deeds of trust; security
agreements; financing statements; documents providing for the
acquisition, mortgage or disposition of the Company property;
assignments; bills of sale; leases; partnership agreements; operating
agreements of other limited liability companies; and any other
instruments or documents necessary, in the opinion of the Managers, to
the business of the company;

\(v\) to designate from time to time the Company\'s independent public
accountants and the location of the Company\'s principal office;

\(vi\) to employ legal counsel, agents, or other experts to perform
services for the Company and to compensate them from Company funds;

\(vii\) to conduct periodic audits of the Prime Vendor and any Entity
contracting with the Prime Vendor that provides goods or services
related to the provision of local number portability in Maryland;

\(viii\) to enter into any and all other agreements on behalf of the
Company, with any other person for any purpose, in such forms as the
Managers may approve; and

\(ix\) to do and perform all other acts as may be necessary or
appropriate to the conduct of the Company\'s business.

\(b\) Unless authorized to do so by this Agreement or by the Managers of
the Company, no attorney-in-fact or other agent of the Company shall
have any power or authority to bind the Company in any way, to pledge
its credit or to render it liable pecuniarily for any purpose. No Member
shall have any power or authority to bind the Company unless the Member
has been authorized by the Managers to act as an agent of the Company in
accordance with the previous sentence.

6.5 [Matters Requiring Unanimous Manager Approval]{.underline}. The
Managers may not approve any of the following actions except by the
unanimous vote or written consent of the Managers:

\(a\) Formation or acquisition of subsidiaries and entering into
partnerships, limited liability company agreements, and joint ventures.

\(b\) Incurrence of (i) any indebtedness (other than trade payables
incurred in the ordinary course of business) or lease, guaranty,
indemnification or suretyship obligations, or (ii) any indebtedness to a
Member or an affiliate of a Member.

\(c\) The approval of (i) the merger or consolidation of the Company
with or into another Entity; (ii) the sale, exchange, or other
disposition of all, or substantially all, of the Company\'s assets which
is to occur as part of a single transaction or plan; and (iii) the
reorganization of the Company pursuant to an event of bankruptcy.

\(d\) Payment of a distribution of the Company\'s moneys or other assets
to any Member prior to dissolution and termination of the Company, as
described in Section 10.2.

\(e\) Entry into any business other than those listed in Section 3.1 of
this Agreement.

\(f\) Amending this Section 6.5 of this Agreement.

6.6 [Matters Requiring Two-Thirds Majority Approval of
Managers]{.underline}. The Managers may not approve any of the following
actions except by a two-thirds majority vote or written consent of the
Managers:

\(a\) amendments to this Agreement other than those made to Section 6.5.

\(b\) the execution of the Master Contract.

\(c\) renewals of and amendments to the Master Contract.

\(d\) any material enhancement to the number porting administration
center and/or the service management system. For purposes of this
Section 6.6(d), \"material enhancement\" shall refer to any enhancement
to the number porting administration center and/or service management
system, the total development cost of which exceeds five (5) percent of
the total compensation that the Prime Vendor derives from all Entities
utilizing its services pursuant to the Master Contract. A \"development
cost\" shall include any cost in the form of upfront fees, service
charges and otherwise, but shall not include costs for any enhancement
to the number porting administration center and/or service management
system requested by and paid for by an individual Member.

6.7 [Matters Requiring Simple Majority Approval of
Managers]{.underline}. All matters including those set forth in Section
6.4, other than those enumerated in Sections 6.5 and 6.6, and subject to
the limitations described in Section 7.5(b), shall be decided by a
simple majority vote or written consent of the Managers.

**Article VII**

**Meetings of Managers; Committees**

7.1 [Steering Committee]{.underline}.

\(a\) [Membership]{.underline}. There shall be a Steering Committee,
comprised of all Managers of the MCAC. The Steering Committee shall have
and may exercise all of the powers and authority of the Managers in the
business and affairs of MCAC. All meetings of the Managers described in
this Agreement shall be meetings of the Steering Committee.

\(b\) [Chairman]{.underline}. There shall be a Chairman of the Steering
Committee. The Chairman, or upon the unavailability of the Chairman, the
designate of the Chairman, shall conduct and preside at any meeting of
the Steering Committee.

\(c\) [Secretary]{.underline}. There shall be a Secretary of the
Steering Committee, who shall be a Manager selected by the Steering
Committee. The Secretary shall keep and distribute detailed minutes of
any meeting of the Steering Committee.

7.2 [Regular Meetings]{.underline}. Regular meetings of the Steering
Committee for the transaction of any business may be held on such
schedule and at such places as may be determined in advance by the
Managers, provided that all Managers are given reasonable notice of the
schedule for such meetings. In the event one of the matters referred to
in Section 6.5 will be considered at a regular Steering Committee
meeting, reasonable written (including by facsimile transmission) notice
thereof shall be given to each Manager not less than ten business days
prior to the meeting.

7.3 [Special Meetings]{.underline}. Special Steering Committee meetings
of the Managers may be held at any time and place upon call by the
Chairman or any one Manager. Reasonable written (including by facsimile
transmission) notice thereof, which notice shall include an agenda,
shall be given by the individual or individuals calling the meeting.

7.4 [Telephonic Meetings Permitted]{.underline}. The Managers may
participate in a Steering Committee meeting by conference telephone or
similar communications equipment by means of which all individuals
participating in the meeting can hear each other, and such participation
shall constitute presence in person at such meeting.

7.5 [Quorum and Actions of Managers]{.underline}.

\(a\) At all Steering Committee meetings, two-thirds of the Managers
shall constitute a quorum for the transaction of business. Provided that
a quorum is present, and except as otherwise provided in this Agreement,
the act of a simple majority of Managers shall be the act of the
Managers.

\(b\) Notwithstanding the provisions in Section 7.5(a), when ratifying
the award of the Master Contract to the Prime Vendor pursuant to the
authority set forth in Section 3.1(c), the act of a simple majority of
all Managers whose respective Members (and affiliates of those Members,
as defined in Section 4.1(b)) have no direct material financial interest
in the Master Contract (\"Disinterested Managers\") shall be the act of
the Managers, even if the Disinterested Managers constitute less than a
quorum.

7.6 [Compensation; Reimbursement of Expenses]{.underline}. No
compensation shall be paid by the Company to any Manager. However, the
Managers may be reimbursed for any expenses reasonably incurred by them
in conjunction with the business and affairs of the Company.

7.7 [Action of Managers Without Meeting]{.underline}. Unless otherwise
restricted by this Agreement, any action required or permitted to be
taken at any Steering Committee meeting may be taken without a Steering
Committee meeting if all the Managers consent thereto in writing and the
writing or writings are filed with the minutes of proceedings of the
Steering Committee.

7.8 [Advisory Committees]{.underline}.

\(a\) [Responsibilities]{.underline}. There shall be the following
advisory committees, each such committee to advise the Steering
Committee on matters assigned to it by the Managers and to consist of
such number of individuals as may be determined from time to time by the
Managers:

> \(i\) [Cost Recovery Committee]{.underline};
>
> \(ii\) [Legal Committee]{.underline};
>
> \(iii\) [Network Implementation and Planning Committee]{.underline};
>
> \(iv\) [RFP Drafting Committee]{.underline}; and
>
> \(v\) [Finance Committee]{.underline}.

\(b\) [Membership]{.underline}. The Managers shall select the members of
each advisory committee. Such members may include Managers, persons who
are not Managers, or persons who are not employed by or affiliated with
any Member. The Managers may, at any time, remove any member of any
advisory committee with or without cause and may designate one or more
individuals as alternate members of any advisory committee, who may
replace any absent or disqualified committee member at any meeting of
the advisory committee. The Managers shall designate an individual to
serve as the chair of each of the advisory committees, in each case to
preside at all meetings of the respective advisory committees. Each
advisory committee also may appoint a secretary (who need not be a
member of the committee), who shall keep its records and who shall hold
office at the pleasure of the chair.

\(c\) [Other Advisory Committees]{.underline}. The Managers may
designate one or more other advisory committees, each such other
advisory committee to consist of one or more individuals, who may or may
not be Managers. The Managers may, at any time, remove any member of any
other advisory committee with or without cause and may designate one or
more individuals as alternate members of any other advisory committee,
who may replace any absent or disqualified member at any meeting of the
other advisory committee. The Managers shall designate a chair of any
other advisory committee, who shall preside at all meetings, and who may
also appoint a secretary (who need not be a member of the committee),
who shall keep its records and shall hold office at the pleasure of the
chair.

\(d\) [Telephonic Meeting Permitted]{.underline}. The advisory committee
members may participate in an advisory committee meeting by conference
telephone or similar communications equipment by means of which all
individuals participating in the meeting can hear each other, and such
participation shall constitute presence in person at such meeting.

\(e\) [Regular Meetings]{.underline}. Regular meetings of advisory
committees may be held on such schedule and at such places as the
advisory committee may from time to time determine in advance,
[provided]{.underline} that all advisory committee members are given
reasonable advance notice of the schedule for such regular meetings.

\(f\) [Special Meetings]{.underline}. Special meetings of advisory
committees may be held upon not less than ten business days\' notice of
the time, place and purposes thereof. Until otherwise ordered by the
advisory committee, special meetings shall be held at such time and
place as determined by the chair.

\(g\) [Actions at Regular and Special Advisory Committee Meetings;
Minutes; Actions Without a Meeting]{.underline}. At any regular or
special meeting any advisory committee may exercise any or all of its
powers, and any business which shall come before any regular or special
meeting may be transacted thereat, provided a simple majority of the
advisory committee is present. Unless this Agreement requires the
affirmative vote of more than a simple majority of all the members of
the advisory committee with respect to an action, the affirmative vote
of a simple majority of all of the members of the advisory committee
shall be necessary to take any action. Each advisory committee shall
keep regular minutes of its proceedings and distribute a copy thereof to
each of the Managers and the Chairman and Secretary after each meeting.
Any authorized action by an advisory committee may be taken without a
meeting if all the members of that advisory committee consent thereto in
writing and the writing or writings are filed with the minutes of the
proceedings of that advisory committee.

7.9 [Authority of Advisory Committees]{.underline}. Unless authorized to
do so by this Agreement or by the Managers, (1) no advisory committee
shall have any power or authority to bind the Company in any way or to
render the Company liable in any way, and (2) the authority of any
advisory committee shall be limited to making recommendations to the
Steering Committee as to matters assigned by the Managers.

7.10 [Attendance]{.underline}. The Managers shall have the authority to
impose reasonable sanctions against any person serving as Manager,
alternate Manager or advisory committee member for repeated
nonattendance at Steering Committee or advisory committee meetings. A
reasonable sanction may include a requirement that a Member replace a
Manager, alternate Manager or advisory committee member.

7.11 [Public Meetings]{.underline}. All meetings of the Steering
Committee and any advisory committee shall be open to non-Members and
members of the public. However, non‑Members and members of the public
have no voting rights during, nor any right to notice of time and place
of, any meeting of the Steering Committee or any advisory committee. The
Managers reserve the right to exclude non-Members and members of the
public from attending part or all of any meeting of the Steering
Committee or any advisory committee.

**Article VIII**

**Duties and Limitation of Liability of Managers, Members**

**and Persons Serving on Advisory Committees; Indemnification**

8.1 [Duties of Managers; Limitation of Liability]{.underline}. The
Managers shall perform their duties in good faith, in a manner they
reasonably believe to be in the best interests of the Company, and with
such care as an ordinarily prudent person in a like position would use
under similar circumstances. A Manager who so performs the duties of
Manager shall not have any liability to the Company or any other Member
by reason of being or having been a Manager. A Manager shall not be
liable to the Company or to any Member for any loss or damage sustained
by the Company or any Member, unless the loss or damage shall have been
the result of fraud, deceit, gross negligence, willful misconduct, or a
wrongful taking by the Manager.

8.2 [Managers Have No Exclusive Duty to Company]{.underline}. The
Managers, each of whom shall be employees or authorized representatives
of the Members, shall not be required to manage the Company as their
sole and exclusive function and they, and the Members that selected such
Managers, may have other business interests and may engage in other
investments or activities in addition to those relating to the Company.
Neither the Company nor any Member shall have any right, by virtue of
this Agreement, to share or participate in such other business
interests, investments or activities of a Manager or the income or
proceeds derived therefrom. No Manager shall incur liability to the
Company or to any Member solely by reason of engaging in any such other
business, investment or activity. Nothing in this Agreement shall affect
the obligations and liabilities of a Manager to the Member that selected
such Manager.

8.3 [Protection of Members and Managers.]{.underline}

\(a\) As used in this Section 8.3, the term \"Protected Party\" refers
to the Members and Managers of the Company.

\(b\) To the extent that, at law or in equity, a Protected Party has
duties (including fiduciary duties) and liabilities relating thereto to
the Company or to any other Protected Party, a Protected Party acting
under this Agreement shall not be liable to the Company or to any other
Protected Party for its good faith reliance on the provisions of this
Agreement, the records of the Company, and such information, opinions,
reports or statements presented to the Company by any person as to
matters the Protected Party reasonably believes are within such other
person\'s professional or expert competence and who has been selected
with reasonable care by or on behalf of the Company, including
information, opinions, reports or statements as to the value and amount
of the assets, liabilities, profits or losses of the Company or any
other fact pertinent to the existence and amount of assets from which
distributions to Members might properly be paid. The provisions of this
Agreement, to the extent that they restrict the duties and liabilities
of a Protected Party to the Company or to any other Protected Party
otherwise existing at law or in equity, are agreed by the parties hereto
to replace such other duties and liabilities of such Protected Party.

\(c\) Whenever in this Agreement a Protected Party is permitted or
required to make a decision (i) in its \"discretion\" or under a grant
of similar authority or latitude, the Protected Party shall be entitled
to consider only such interests and factors as it desires, including its
own interests, and shall have no duty or obligation to give any
consideration to any interest of or factors affecting the Company or any
other Person, or (ii) in its \"good faith\" or under another express
standard, the Protected Party shall act under such express standard and
shall not be subject to any other or different standard imposed by this
Agreement or other applicable law.

8.4 [Indemnification and Insurance]{.underline}.

\(a\) [Right to Indemnification]{.underline}. Each person who was or is
made a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, administrative
or investigative or otherwise and whether formal or informal
(hereinafter a \"proceeding\"), by reason of the fact that he or she, or
a person of whom he or she is the legal representative, is or was a
Manager or agent of the Company or is or was serving at the request of
the Company as a manager, director, officer, employee or agent of
another limited liability company, corporation, partnership, joint
venture, trust or other enterprise, whether the basis of such proceeding
is alleged action in an official capacity as a Manager or agent or in
any other capacity while serving as such a Manager or agent of the
Company, shall be indemnified and held harmless by the Company,
provided, however, that there shall be no indemnification of any such
person as to matters in respect of which it shall be adjudged in such
proceeding that:

\(1\) such act or omission of such person was material to the matter
giving rise to the proceeding and (i) was committed in bad faith, or
(ii) was the result of active and deliberate dishonesty;

\(2\) such person actually received an improper personal benefit in
money, property or services; or

\(3\) in the case of any criminal proceeding, such person had reasonable
cause to believe that the act or omission was unlawful.

\(b\) [Advancement of Expenses]{.underline}. Expenses (including
attorneys\' fees) incurred by an indemnified person in defending any
proceeding shall be paid in advance of the proceeding\'s final
disposition upon receipt of an undertaking by such person to repay the
amount so advanced if the person is ultimately found not to be entitled
to indemnification under Section 8.4(a).

\(c\) [Non-Exclusivity of Rights]{.underline}. The right to
indemnification and the advancement of expenses conferred in this
Section 8.4 shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, provision of this
Agreement, contract, agreement, vote of Managers or otherwise. The
Managers are expressly authorized to adopt and enter into
indemnification agreements for Members, Managers and advisory committee
members.

\(d\) [Insurance]{.underline}. The Managers may cause the Company to
purchase and maintain insurance for the Company or its Members on behalf
of any person who is or was or has agreed to become a Manager, advisory
committee member or agent of the Company or is or was serving at the
request of the Company as a manager, director, officer, employee or
agent of another limited liability company, corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising out of
such status, whether or not the Company would have the power to
indemnify such person.

\(e\) [Effect of Amendment]{.underline}. No amendment, repeal or
modification of this Section 8.4 shall adversely affect any rights
hereunder with respect to any act or omission occurring prior to the
date when such amendment, repeal or modification became effective.

8.5 [Duties of Persons Serving on Advisory Committees; Limitation of
Liability; Indemnification]{.underline}. Persons serving on any advisory
committee, whether or not a Manager, shall perform their duties in good
faith, in a manner they reasonably believe to be in the best interests
of the Company, and with such care as an ordinarily prudent person in a
like position would use under similar circumstances. A person serving on
an advisory committee who so performs shall not have any liability to
the Company or to any Member and shall be entitled to indemnification
and insurance in the manner provided for Managers in this Article VIII.
A person serving on an advisory committee shall not be liable to the
Company or to any Member for any loss or damage sustained by the Company
or any Member, unless the loss or damage was the result of fraud,
deceit, gross negligence, willful misconduct, or a wrongful taking by
such person.

8.6 [Obligations Between Members]{.underline}.

\(a\) [Freedom of Actions]{.underline}. In recognition that the Company,
its Members, its affiliates (for purposes of this Section 8.6,
\"affiliate\" shall have the meaning stated in Section 4.1(b) of this
Agreement), and the members of the Advisory Committee may engage in the
same or similar activities or lines of business and have an interest in
the same business opportunities, and in further recognition of the
benefits to be derived by the Company through its continued relations
with such Members, the provisions of this Section 8.6 are set forth to
regulate and define the conduct of certain affairs of the Company as
they may involve such Members and their respective Managers, officers,
directors, employees and former employees, and the powers, rights,
duties and liabilities of the Company, the Members and the Advisory
Committee members in connection therewith.

\(b\) [Business Activities]{.underline}. Subject to any limitation
contained in this Agreement, no Member or any member of an Advisory
Committee shall have any obligation to the Company or the other Members
not to (i) do business with the Prime Vendor or any other third party
that has a business relationship with the Company, (ii) do business with
any local exchange telecommunications carrier, whether or not such
carrier is a Member, or (iii) employ or otherwise engage any member of
any Advisory Committee. Subject to any limitations in this Agreement, no
Member or any officer, director, employee or former employee of such
Member or any Manager or member of an Advisory Committee shall have any
obligation to the Company or the other Members for any claim arising out
of conduct described in the foregoing clauses (i), (ii) and (iii), for
exercising or failing to exercise its rights as a Member, or for breach
of any fiduciary or other duty to the Company or the other Members by
reason of such conduct or the participation therein by such officers,
directors, employees, former employees, Managers, or Advisory Committee
members.

\(c\) [Business Opportunity]{.underline}. If any Member or any
affiliate, officer, director, employee or former employee of any Member
or any Manager or member of an Advisory Committee acquires knowledge of
a particular transaction, agreement, arrangement or other matter which
may be a business opportunity for both such Member, Manager or Advisory
Committee member and the Company, neither such Member nor its officers,
directors, employees or former employees nor such Manager or Advisory
Committee member shall have any duty to communicate or offer such
opportunity to the Company, and neither such Member nor its officers,
directors, employees or former employees nor such Manager or Advisory
Committee member shall be liable to the Company or the other Members for
breach of any fiduciary or other duty, as a Member or otherwise, by
reason of the fact that such Member, Manager or Advisory Committee
member pursues or acquires such opportunity for itself, directs such
opportunity to another Entity, or does not communicate such opportunity
or information regarding such opportunity to the Company.

\(d\) [Waiver of Conflicts]{.underline}. Subject to any prohibition in
this Agreement, the fact that any Member, or any affiliate, officer,
director or employee of any Member, or any Manager or Advisory Committee
member, or a member of his or her family, is employed by, or is directly
or indirectly interested in or connected with, any Entity employed or
engaged by the Company to render or perform a service, or from whom the
Company may make any purchase, or to whom the Company may make any sale,
or from or to whom the Company may obtain or make any loan or enter into
any lease, contract or other arrangement, shall not prohibit the Company
from engaging in any transaction with such Entity or create any
additional duty of legal justification by such Member or such Entity,
beyond that of an unrelated party. Neither the Company nor any other
Member shall have any right in or to any revenues or profits derived
from such transaction by such Member, affiliate or Entity.

\(e\) [Transactions Between the Company and a Member]{.underline}.
Notwithstanding that it may constitute a conflict of interest, a Member
may, and may cause its affiliates to, engage in any transaction
(including, without limitation, the purchase, sale, lease or exchange of
any property or the rendering of any service, or the establishment of
any salary or other compensation or other terms of employment) with the
Company, so long as such transaction is not expressly prohibited by this
Agreement, and so long as the terms and conditions of such transaction,
on an overall basis, are fair and reasonable to the Company and are at
least as favorable to the Company as those that are generally available
in similar transactions between parties dealing at arm\'s length. A
transaction between a Member or any of its affiliates, on the one hand,
and the Company, on the other hand, shall be conclusively presumed to be
on terms and conditions, on an overall basis, fair and reasonable to the
Company and at least as favorable to the Company as those that are
generally available in a similar transaction between parties dealing at
arm\'s length, if Members having no interest in such transaction (other
than their interests as Members) approve the transaction.

**Article IX**

**Contributions to the Company;\
Assessments for Administrative Expenses; and Capital Accounts**

9.1 [Capital Contributions]{.underline}.

\(a\) Each Member shall make an initial Capital Contribution to the
Company of cash within 30 days of its admission to the Company in an
amount equal to \$10,000 (within 30 days of its admission to the
Company, a Member may also be required to pay other moneys as described
in Section 9.2(e)). The Members specifically reserve the right to decide
whether to impose (and the majority vote necessary to impose) an initial
Capital Contribution upon a Member that rejoins the Company after:
previously joining the Company as a Member, paying the initial Capital
Contribution, and then withdrawing from the Company.

\(b\) Other than the initial Capital Contributions of the Members
pursuant to Section 9.1(a), no Member shall have any obligation to make
any further Capital Contributions or to lend any funds to the Company;
*provided, however*, that the foregoing shall not be construed to limit
the obligation of any Member to pay its share of assessments made under
Section 9.2.

9.2 [Assessments for Administrative Expenses]{.underline}.

\(a\) As used in this Article IX, the term \"Administrative Expenses\"
shall mean those expenses incurred by the Company in the ordinary course
of its operations, including but not limited to expenses incurred for
insurance, bank accounts and banking services, resident agents of the
Company, professional services, postage, letterhead, office supplies,
and materials and services related to the issuance of any request for
proposals.

\(b\) Each Member shall be obligated to pay in cash to the Company from
time to time of its proportionate share of all assessments for
Administrative Expenses of the Company. Assessments for Administrative
Expenses under this Section 9.2 shall be subject to the following terms
and conditions:

> \(1\) Assessments may be made only for funds required by the Company
> to pay Administrative Expenses actually paid or incurred by the
> Company or reasonably anticipated to be due and payable by the Company
> within 90 days of the date on which the capital call is made.
>
> \(2\) Assessments for Administrative Expenses may be made only for
> amounts approved by a simple majority vote of the Managers.
>
> \(3\) Assessments under this Section 9.2 shall be made no more
> frequently than once per calendar month.
>
> \(4\) Assessments under this Section 9.2 shall not be considered
> Capital Contributions to the Company and a Member\'s Capital Account
> shall not be credited with the amount of any assessments paid by it to
> the Company hereunder.

\(c\) Assessments for Administrative Expenses under this Section 9.2
shall be made by the Chairman or Secretary by delivery of written notice
(an \"Assessment Notice\") to each Member describing (i) the total
amount then being assessed to the Members for Administrative Expenses,
(ii) the uses and applications of the assessments, (iii) that Member\'s
proportionate share of the total assessment then being made, and (iv)
the date the assessment is required to be paid by the Members, which
date shall not be less than 30 days after the Assessment Notice has been
given.

\(d\) Assessments for Administrative Expenses under this Section 9.2
shall be divided equally among the Members.

\(e\) Each Member admitted after the date of this Agreement will be
responsible to pay to the Company upon its admission its pro rata share
of Administrative Expenses subject to adjustment at any time agreed upon
by the Managers.

9.3 [Capital Accounts]{.underline}. An individual capital account (the
\"Capital Account\") shall be maintained for each Member. The Capital
Account of a Member shall consist of its initial Capital Contribution
and shall be *increased by* (i) the amount of any additional Capital
Contributions and (ii) the amount of all net profits (and any item
thereof) allocated to such Member, and *decreased by* (iii) the amount
of all distributions to such Member and (iv) the amount of all net
losses (and any item thereof) allocated to such Member. The Capital
Accounts shall be determined, maintained and adjusted in accordance with
Section 704(b) of the Internal Revenue Code and the Treasury Regulations
thereunder.

9.4 [General Rules Relating to Capital of the Company]{.underline}.

\(a\) No Member shall be personally liable for the return of the Capital
Contributions of the Members, or any portion thereof, it being expressly
understood that such return of contributions, if any, shall be made
solely from Company assets.

\(b\) No Member shall have the right to withdraw or receive any return
of its Capital Contributions. No Member shall have any right to demand
or receive property (in return of its Capital Contributions).

**Article X**

**Allocations, Income Tax, Distributions, Elections,**

**Books and Records and Returns**

10.1 [Allocation of Profits and Losses.]{.underline}

\(a\) Net profits or net losses of the Company, as the case may be,
shall be determined for each fiscal year of the Company in accordance
with generally accepted accounting principles as from time to time in
effect. Net profits for each fiscal year shall be allocated equally
among the Members. Net losses for each fiscal year shall be allocated
among the Members pro rata in accordance with the positive balances in
their respective Capital Accounts.

\(b\) Except as may be otherwise required under the Internal Revenue
Code or the Treasury Regulations thereunder, all items of income, gain,
and loss (and items thereof) for income tax purposes shall be allocated
among the Members in the same proportions as net profits and net losses
were allocated to the Members hereunder.

\(c\) In the event any Member unexpectedly receives any adjustments,
allocations, or distributions as described in Sections
1.704-1(b)(2)(ii)(d)(4), (5), or (6) of the Treasury Regulations and
which create or increase a deficit within the Capital Account of such
Member, then items of Company income and gain (consisting of a pro rata
portion of each item of Company income, including gross income and gain
for such year and, if necessary, for subsequent years) shall be
specially allocated and credited to the Capital Account of such Member
in an amount and manner sufficient to eliminate, to the extent required
by the Treasury Regulations, the deficit capital account so created as
quickly as possible. It is the intent that this section be interpreted
to comply with the alternate test for economic effect set forth in
Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations.

10.2 [Distributions Prior to Dissolution and Termination]{.underline}.
Prior to the dissolution and termination of the Company, no
distributions shall be made by the Company to the Members without the
unanimous consent of the Managers. Any distributions under this Section
10.2 shall be made equally to the Members.

10.3 [Books, Records and Reports]{.underline}**.**

\(a\) The books and records of the Company shall be maintained by the
Secretary and shall be available for examination by any Member, or its
duly-authorized representatives, during regular business hours.

\(b\) The Chairman shall cause the Company to furnish to the Members
within ninety (90) days of the end of each fiscal year (i) a complete
accounting of the affairs of the Company, and (ii) appropriate
information to be used by the Members for reporting their respective
shares of the profits and losses of the Company for income tax purposes.
The cost of such financial and tax reports shall be an expense of the
Company.

10.4 [Fiscal Year; Methods of Accounting]{.underline}. The fiscal year
of the Company and the method of accounting to be used in keeping the
books of the Company shall be determined by the Steering Committee in
accordance with applicable law.

10.5 [Tax Elections]{.underline}. All tax elections required or
permitted to be made by the Company shall be made by the Steering
Committee.

**Article XI**

**Transferability and Withdrawal**

11.1 [Restrictions on Transferability]{.underline}.

\(a\) No Member shall sell, give, pledge, encumber, assign, transfer or
otherwise dispose of, voluntarily or involuntarily or by operation of
law (hereinafter referred to as \"Transfer\"), all or any portion of its
Membership Interest without the prior consent of a simple majority of
Managers. Any attempted Transfer in contravention of any of the
provisions of this Agreement shall be void *ab initio* and shall not
bind or be recognized by the Company or the other Members.

\(b\) This provision shall not prevent the transfer by operation of law
upon the merger of a Member into another Entity that meets the
requirements of this Agreement for Membership but if such other Entity
is then a Member, the Membership Interests of the merged Members shall
be consolidated as a single Membership Interest and the surviving entity
shall have a single vote. This provision shall not prevent the transfer
of a Membership Interest of a group of affiliated Entities among members
of that group or to an Entity which owns or controls or which is formed
or designated by the members of that group for the purpose of
representing the members of that group with respect to the Member
position to which that group is entitled. \"Affiliated\" shall have the
meaning set forth in Section 4.1(b) of this Agreement. No transfer
permitted by this Section 11.1(b) shall be effective unless and until
notice of such transfer is given to the Chairman and Secretary of the
Company. The Company may require a reaffirmation of this Agreement by
the transferee, but failure of the Company to so require shall not alter
the transferee\'s rights or obligations under this Agreement.

11.2 [Voluntary Withdrawal]{.underline}. Any Member may, at any time and
for any reason, withdraw from the Company as a Member upon 90 days\'
prior written notice to such effect delivered to the Company and each
other Member, *provided, however*, that no Member shall have any right
to receive any return of its Capital Contributions or any positive
balance in its Capital Account upon any such voluntary withdrawal.

11.3 [Involuntary Withdrawal]{.underline}. Upon the occurence of any of
the events described in Section 4A-606(3), (4) or (8) of the Maryland
Act, a Member shall cease to be a Member of MCAC.

**Article XII**

**Membership**

12.1 [Admission to Membership]{.underline}. The Managers reserve the
right to modify this membership criteria from time to time as
appropriate. From the date of the formation of the Company, membership
in the Company will be limited to:

\(a\) any carrier certificated by the Commission to provide local
exchange telecommunications service in Maryland that expresses an intent
to port numbers in Maryland when local number portability is available
in any portion of that carrier\'s designated service area;

\(b\) any other carrier that expresses an intent to port numbers in
Maryland when local number portability is available in any portion of
that carrier\'s designated service area;

\(c\) any carrier from states other than Maryland in the Mid-Atlantic
Region that (1) expresses an intent to port numbers in its respective
state(s) when local number portability is available in any portion of
that carrier\'s designated service area, and (2) has obtained and
presented to MCAC a letter to its respective Commission(s) indicating an
intent to join MCAC. In the case of a carrier qualifying for membership
under subsection (c) of this Section 12.1, any unused portions of its
initial Capital Contribution or proportionate share of prior assessments
of Administrative Expenses paid by a carrier will be refunded by MCAC in
the event such carrier receives a response from its state
telecommunications regulatory commission(s) declining to approve that
carrier\'s membership in MCAC;

\(d\) any CMRS provider that provides to the Company written
certification that it has been ordered by the FCC to commence porting
numbers in the Mid‑Atlantic Region by a date certain and that it will
commence porting numbers in accordance with the timetable established by
the FCC; or

\(e\) any association of entities, provided that, (i) at least 50% of
the association\'s members are wireline or wireless carriers that are
certified or authorized to provide local exchange telecommunications
service in any state within the United States, and (ii) no more than 50%
of the voting members of the association are also Members of the
Company.

12.2 [Membership Requirements]{.underline}. To become a Member of the
Company and thereby obtain a Membership Interest in the Company, an
Entity must: (1) demonstrate to the Managers that it meets the
admissions criteria in Section 12.1, (2) execute this Agreement or a
written counterpart to this Agreement, and (3) contribute its initial
Capital Contribution and pay its proportionate share of prior
assessments of Administrative Expenses, as determined by the Managers.
Failure to satisfy the aforementioned requirements will result in denial
of membership or revocation of membership which shall be implemented by
the Managers any time after 30 days written notice has been provided to
the Member. To maintain status as a Member of the Company and to
maintain a Membership Interest in the Company, a Member must comply with
all terms and conditions of this Agreement, including (without
limitation) paying its proportionate share of assessments made under
Section 9.2, and any failure to so comply will result in revocation of
membership which shall be implemented by the Managers any time after 30
days written notice has been provided to the Member.

**Article XIII**

**Dissolution and Termination**

13.1 [Dissolution]{.underline}. The Company shall be dissolved upon the
occurrence of either of two events:

\(a\) by the written consent of a simple majority of the Managers; or

\(b\) upon the involuntary withdrawal of a Member in accordance with
Section 11.3 (a \"Withdrawal Event\") and:  (i) the business of the
Company is not continued by a majority in interest (determined in
accordance with Revenue Procedure 94-46, 1994-2 C.B. 688, or any
successor thereto) of the remaining Members within 45 days after the
Withdrawal Event, and (ii) there are at least two remaining Members.

13.2 [Winding Up, Liquidation, and Distribution of Assets]{.underline}.
Upon dissolution, an accounting shall be made by the Company\'s
independent accountants of the accounts of the Company and of the
Company\'s assets, liabilities, and operations, from the date of the
last previous accounting until the date of dissolution. The Managers
shall immediately proceed to wind up the affairs of the Company. If the
Company is dissolved and its affairs are to be wound up, the Managers
shall:

\(a\) sell or otherwise liquidate all of the Company\'s assets as
promptly as practicable (except to the extent the Managers may determine
to distribute any assets to the Members in kind);

\(b\) allocate any profit or loss resulting from such sales to the
Members\' Capital Accounts;

\(c\) discharge all liabilities of the Company, including liabilities to
Members who are creditors, to the extent otherwise permitted by law,
other than liabilities to Members for distributions, and establish such
reserves as may be reasonably necessary to provide for contingencies or
liabilities of the Company (for purposes of determining the Capital
Accounts of the Members, the amounts of such reserves shall be deemed to
be an expense of the Company);

\(d\) distribute the remaining assets in the following order:

\(i\) If any assets of the Company are to be distributed in kind, the
net fair market value of those assets as of the date of dissolution
shall be determined by independent appraisal or by agreement of the
Members. Those assets shall be deemed to have been sold as of the date
of dissolution for their fair market value, and the Capital Accounts of
the Members shall be adjusted pursuant to the provisions of Article X
and Section 9.3 of this Agreement to reflect such deemed sale.

\(ii\) Distributions shall be made according to the positive balance(s)
(if any) of the Members\' Capital Accounts (as determined after taking
into account all Capital Account adjustments for the Company\'s taxable
year during which the liquidation occurs), either in cash or in kind, as
determined by the Managers, with any assets distributed in kind being
valued for this purpose at their fair market value as determined
pursuant to Section 13.2(d)(i).

\(e\) provide that notwithstanding anything to the contrary in this
Agreement, upon the dissolution and termination of the Company, no
Member shall have any obligation to make a Capital Contribution to
restore a negative balance in the Member\'s Capital Account, and the
negative balance of the Member\'s Capital Account shall not be
considered a debt owed by the Member to the Company or to any other
Person for any purpose whatsoever.

\(f\) terminate the Company for tax purposes upon completion of the
winding up, liquidation, and distribution of the assets.

\(g\) comply with any applicable requirements of applicable law
pertaining to the winding up of the affairs of the Company and the final
distribution of its assets.

13.3 [Articles of Cancellation]{.underline}. When all debts,
liabilities, and obligations have been paid and discharged or adequate
provisions have been made therefor and all of the remaining property and
assets have been distributed to the Members, an Articles of Cancellation
shall be executed, which Certificate shall set forth the information
required by the Maryland Act. Upon the filing of the Articles of
Cancellation, the existence of the Company shall cease, except for the
purpose of suits, other proceedings, and appropriate action as provided
in the Maryland Act. The Managers shall have authority to distribute any
Company property discovered after dissolution, convey real estate, and
take such other action as may be necessary on behalf of and in the name
of the Company.

13.4 [Return of Contribution - Nonrecourse to Other
Members]{.underline}. Except as provided by law or as otherwise
expressly provided in this Agreement, upon dissolution, each Member
shall look solely to the assets of the Company for the return of its
Capital Contribution or Capital Account. Except as provided by law or as
otherwise expressly provided in this Agreement, if the Company property
remaining after the payment or discharge of the debts and liabilities of
the Company is insufficient to return the cash contribution or Capital
Account of one or more Members, the Members shall have no recourse
against any other Member.

**Article XIV**

**Miscellaneous Provisions**

14.1 [Further Assurances]{.underline}. At any time and from time to time
after the date of this Agreement, each Member will, upon the reasonable
request of another Member, perform, execute, acknowledge and deliver all
such further acts, deeds, assignments, transfers, conveyances, powers of
attorney and assurances as may be reasonably required to effect or
evidence the transactions contemplated hereby or to comply with any
laws, rules or regulations.

14.2 [Notices]{.underline}. All necessary notices, demands and requests
required or permitted to be given hereunder shall be in writing and
addressed as set forth in Exhibit A. Notices shall be delivered by a
recognized courier service or by facsimile transmission and shall be
effective upon receipt, *provided* that notices shall be presumed to
have been received:

\(a\) if given by courier service, on the second business day following
delivery of the notice to a recognized courier service before the
deadline for delivery on or before the second business day following
delivery to such service, delivery costs prepaid, addressed as
aforesaid; and

\(b\) if given by facsimile transmission, on the next business day,
*provided* that the facsimile transmission is confirmed by answer back,
written evidence of electronic confirmation of delivery, or verbal or
written acknowledgment of receipt thereof by the addressee. From time to
time any party may designate a new address or facsimile number for the
purpose of notice hereunder by notice to the other parties in accordance
with the provisions of this Section 14.2.

14.3 [Application of Maryland Law]{.underline}. This Agreement, and the
application and interpretation hereof, shall be governed exclusively by
its terms and by the laws of the State of Maryland, and specifically the
Maryland Act.

14.4 [Entire Agreement]{.underline}. This Agreement constitutes the
entire agreement of the Members relating to the subject matter hereof
and supersedes all prior contracts or agreements, whether oral or
written, relating to the subject matter hereof. There are no
representations, agreements, arrangements or understandings, oral or
written, between or among the Members relating to the subject matter of
this Agreement which are not fully expressed in this Agreement.

14.5 [Amendment]{.underline}. Neither this Agreement nor any of the
terms hereof may be terminated, amended, supplemented or modified
orally, but only by an instrument in writing executed by a two-thirds
majority of Managers.

14.6 [Effect of Waiver of Consent]{.underline}. No waiver or consent,
express or implied, by the Company or any Member to or of any breach or
default by the Company or any Member in the performance by the Company
or such Member of its obligations hereunder shall be deemed or construed
to be a consent or waiver to or of any other breach or default in the
performance by the Company or such Member of the same or any other
obligations of the Company or such Member hereunder. No single or
partial exercise of any right or power, or any abandonment or
discontinuance of steps to enforce any right or power, shall preclude
any other or further exercise thereof or the exercise of any other right
or power. Failure on the part of the Company or a Member to complain of
any act of the Company or any Member or to declare the Company or any
Member in default, irrespective of how long such failure continues,
shall not constitute a waiver by the Company or such Member of its
rights hereunder until the applicable statute of limitation period has
run.

14.7 [Facsimiles]{.underline}. For purposes of this Agreement, any copy,
facsimile, telecommunication or other reliable reproduction of a
writing, transmission or signature may be substituted or used in lieu of
the original writing, transmission or signature for any and all purposes
for which the original writing, transmission or signature could be used,
provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original
writing, transmission or signature, as the case may be.

14.8 [Limitation on Rights of Others]{.underline}. Nothing in this
Agreement, whether express or implied, shall be construed to give any
person (other than the Members hereto and their respective legal
representatives, permitted successors and assigns and as expressly
provided herein) any legal or equitable right, remedy or claim under or
in respect of this Agreement or any covenants, conditions or provisions
contained herein, as a third party beneficiary or otherwise. Without
limiting the generality of the foregoing, none of the provisions of this
Agreement shall be for the benefit of, or enforceable by, any creditors
of the Company or any other person. Except and only to the extent
provided by applicable statute, no such creditor or other third party
shall have any rights under this Agreement or any agreement between the
Company and any Member with respect to any Capital Contribution or
otherwise.

14.9 [Rights and Remedies Cumulative]{.underline}. The rights and
remedies provided by this Agreement are cumulative and use of any one
right or remedy by any Member shall not preclude or waive the right to
use any or all other remedies. Said rights and remedies are given in
addition to any other rights the Members may have by law, statute,
ordinance, or otherwise.

14.10 [Successors and Assigns]{.underline}. Each and all of the
covenants, terms, provisions, and agreements contained in this Agreement
shall be binding upon and inure to the benefit of the Members hereto
and, to the extent permitted by this Agreement, their respective
successors and assigns.

14.11 [Dispute Resolution and Arbitration]{.underline}. In the event
that any dispute arises between one or more Members and the Company,
pertaining to the subject matter of this Agreement and the parties to
the dispute are unable to resolve such dispute within a reasonable time
through negotiations, such dispute may be resolved as stated in Section
4.7. If such dispute is not eligible for resolution pursuant to the
criteria set forth in Section 4.7, then such dispute shall be resolved
by a simple majority vote of the Managers.

14.12 [Investment Representations]{.underline}. The parties to this
Agreement agree as follows with respect to investment representations:

\(a\) The undersigned Members understand:

\(1\) that the Membership Interests evidenced by this Agreement have not
been registered under the Securities Act of 1933, 15 U.S.C. §77a *et
seq.*, the Maryland Securities Act or any other state securities laws
(the \"Securities Acts\") because the Company is issuing these
Membership Interests in reliance upon the exemptions from the
registration requirements of the Securities Acts providing for issuance
of securities not involving a public offering;

\(2\) that the Company has relied upon the fact that a Membership
Interest is to be held by each Member for investment; and

\(3\) that exemption from registration under the Securities Acts would
not be available if a Membership Interest was acquired by a Member with
a view to distribution.

\(b\) Accordingly, each Member hereby confirms to the Company that the
Member is acquiring the Membership Interest for the Member\'s own
account, for investment and not with a view to resale or distribution.

\(1\) In addition to the other restrictions set forth herein, each
Member agrees not to transfer, sell or offer for sale any portion of its
Membership Interest unless there is an effective registration or other
qualification relating thereto under the Securities Act of 1933 and
under any applicable state securities laws or unless the holder of the
Membership Interest delivers to the Company an opinion of counsel,
satisfactory to the Company, that the registration or other
qualification under the Securities Act of 1933 and applicable state
securities laws is not required in connection with the transfer, offer
or sale.

\(2\) Each Member understands that the Company is under no obligation to
register the Membership Interests or to assist the Member in complying
with any exemption from registration under the Securities Acts if the
Member should at a later date wish to dispose of its Membership
Interest.

\(3\) Furthermore, each Member realizes that the Membership Interests
are unlikely to qualify for disposition under Rule 144, 17 C.F.R.
§230.144, of the Securities and Exchange Commission unless the Member is
not an \"affiliate\" (as defined in the Securities Act of 1933) of the
Company and the Membership Interest has been beneficially owned and
fully paid for by the Member for at least three years.

\(c\) Before acquiring a Membership Interest, each Member has
investigated the Company and its business and has made available to each
Member all information necessary for the Member to make an informed
decision to acquire the Membership Interest. Each Member considers
itself to be an Entity possessing experience and sophistication as an
investor adequate for the evaluation of the merits and risks of the
Member\'s investment in the Membership Interest.

14.13 [Counterparts]{.underline}. This Agreement may be executed in any
number of counterparts with the same effect as if alll signatory parties
had signed the same document. All counterparts shall be construed
together and shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to
be duly executed and delivered in its name and on its behalf, all as of
the day and year first above written.

NAME OF COMPANY:

BY:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_(Signature)

Name:

Title:

**[EXHIBIT A]{.underline}**

**LIST OF MEMBERS**

[Name of Member, Member\'s State(s) of Incorporation, Address of
Member]{.underline}

+--------------------------+---------------+--------------------------+
| [\                       | [State        | [\                       |
| Name]{.underline}        | of            | Address]{.underline}     |
|                          | ]{.underline} |                          |
|                          |               |                          |
|                          | [             |                          |
|                          | Incorporation |                          |
|                          | ]{.underline} |                          |
+--------------------------+---------------+--------------------------+
| AT&T Communications of   | Delaware      | 3033 Chain Bridge Road   |
|                          |               |                          |
| Maryland, Inc.           |               | Oakton, Virginia         |
|                          |               | 22185-0001               |
+--------------------------+---------------+--------------------------+
| MCImetro Access          | Virginia      | 8521 Leesburg Pike       |
| Transmission             |               |                          |
|                          |               | Vienna, Virginia 22182   |
| Services, Inc.           |               |                          |
+--------------------------+---------------+--------------------------+
| MFS Intelenet of         | Delaware      | c/o Corporation Trust    |
| Maryland, Inc.           |               | Company                  |
|                          |               |                          |
|                          |               | Corporation Trust Center |
|                          |               |                          |
|                          |               | 1209 Orange Street       |
|                          |               |                          |
|                          |               | Wilmington, Delaware     |
+--------------------------+---------------+--------------------------+
| Sprint Communications    | Delaware      | 8140 Ward Parkway        |
| Company L.P.             |               |                          |
|                          | (Limited      | Kansas City, Missouri    |
|                          | Partnership)  | 64114                    |
+--------------------------+---------------+--------------------------+
| Teleport Communications  | Delaware      | 1 Teleport Drive         |
| Group, Inc.              |               |                          |
|                          |               | Staten Island, New York  |
|                          |               | 10311-1004               |
+--------------------------+---------------+--------------------------+
| GTE South Incorporated   | Virginia      | 4100 Roxboro Road        |
|                          |               |                          |
|                          |               | Durham, North Carolina   |
|                          |               | 27702                    |
+--------------------------+---------------+--------------------------+

**[EXHIBIT B]{.underline}**

**LIST OF MANAGERS**

+-------------------+---------------+---------------------+-----------+
| [Name of          | Name(s) of    | Address(es) and     | Fax       |
| Me                |               |                     |           |
| mber]{.underline} | Manager and   | [Phone              | [Numb     |
|                   |               | Num                 | er(s)]{.u |
|                   | [Alternate    | ber(s)]{.underline} | nderline} |
|                   | Manager(s)    |                     |           |
|                   | ]{.underline} |                     |           |
+-------------------+---------------+---------------------+-----------+
| AT&T              | Manager:      | 3033 Chain Bridge   | \(703\)   |
| Communications of |               | Road                | 691-7200  |
|                   | Donald M.     |                     |           |
| Maryland, Inc.    | Choate        | Room B155           |           |
|                   |               |                     |           |
|                   |               | Oakton, VA 22185    |           |
|                   |               |                     |           |
|                   |               | \(703\) 691-7040    |           |
+-------------------+---------------+---------------------+-----------+
|                   | Alternate     | 3033 Chain Bridge   | \(703\)   |
|                   | Manager:      | Road                | 691-7200  |
|                   |               |                     |           |
|                   | Ross Baker    | Room B155           |           |
|                   |               |                     |           |
|                   |               | Oakton, VA 22185    |           |
|                   |               |                     |           |
|                   |               | \(703\) 691-7040    |           |
+-------------------+---------------+---------------------+-----------+
| MCImetro Access   | Manager:      | 8521 Leesburg Pike  | \(703\)   |
|                   |               |                     | 918-6814  |
| Transmission      | Stephen       | Vienna, VA 22182    |           |
| Services,         | Addicks       |                     |           |
|                   |               | \(703\) 394-7202    |           |
| Inc.              |               |                     |           |
+-------------------+---------------+---------------------+-----------+
|                   | Alternate     | 8521 Leesburg Pike  | \(703\)   |
|                   | Manager:      |                     | 918-6850  |
|                   |               | Vienna, VA 22182    |           |
|                   | David Heath   |                     |           |
|                   |               | \(703\) 918-6892    |           |
+-------------------+---------------+---------------------+-----------+
| MFS Intelenet of  | Manager:      | 1120 Connecticut    | \(202\)   |
| Maryland,         |               | Ave., N.W.          | 776-1555  |
|                   | Anne F. La    |                     |           |
| Inc.              | Lena          | Suite 400           |           |
|                   |               |                     |           |
|                   |               | Washington, DC      |           |
|                   |               | 20036               |           |
|                   |               |                     |           |
|                   |               | \(202\) 766-1550    |           |
+-------------------+---------------+---------------------+-----------+
| Sprint            | Manager:      | GSD Building        | \(703\)   |
| Communications    |               |                     | 904-2762  |
|                   | Kenneth       | Mail Stop           |           |
| Company L.P.      | Prohoniak     | VAHRNA0209          |           |
|                   |               |                     |           |
|                   |               | 13221 Woodland Park |           |
|                   |               | Drive               |           |
|                   |               |                     |           |
|                   |               | Herndon, Virginia   |           |
|                   |               | 22071               |           |
|                   |               |                     |           |
|                   |               | \(703\) 904-2221    |           |
+-------------------+---------------+---------------------+-----------+
|                   | Alternate     | 1850 M Street, N.W. | \(202\)   |
|                   | Manager:      |                     | 828-7403  |
|                   |               | Washington, DC      |           |
|                   | Cathy         | 20036               |           |
|                   | Thurston      |                     |           |
|                   |               | \(202\) 828-7425    |           |
+-------------------+---------------+---------------------+-----------+
| Teleport          | Manager:      | 1 Teleport Drive    | \(718\)   |
| Communications    |               |                     | 355-4596  |
|                   | Edmund P.     | Staten Island, NY   |           |
| Group, Inc.       | Gould         | 10311-1004          |           |
|                   |               |                     |           |
|                   |               | \(718\) 355-2424    |           |
+-------------------+---------------+---------------------+-----------+
|                   | Alternate     | 1 Teleport Drive    | \(718\)   |
|                   | Manager:      |                     | 355-4596  |
|                   |               | Staten Island, NY   |           |
|                   | L. Fredrik    | 10311-1004          |           |
|                   | Cederqvist    |                     |           |
|                   |               | \(718\) 355-4657    |           |
+-------------------+---------------+---------------------+-----------+
| GTE South         | Manager:      | 700 Hidden Ridge    | \(972\)   |
| Incorporated      |               |                     | 718-7860  |
|                   | Tim Decker    | HQW01N68            |           |
|                   |               |                     |           |
|                   |               | Irving, TX 75038    |           |
|                   |               |                     |           |
|                   |               | \(972\) 718-5044    |           |
+-------------------+---------------+---------------------+-----------+
|                   | Alternate     | P. O. Box 110       | \(813\)   |
|                   | Manager:      |                     | 204-8870  |
|                   |               | Tampa City Center   |           |
|                   | Kim Caswell   |                     |           |
|                   |               | MC FLTC0007         |           |
|                   |               |                     |           |
|                   |               | Tampa, FL 33601     |           |
|                   |               |                     |           |
|                   |               | \(813\) 483-2617    |           |
+-------------------+---------------+---------------------+-----------+

**[EXHIBIT C]{.underline}**

**TERMS AND CONDITIONS GOVERNING INTELLECTUAL PROPERTY**

**AND CONFIDENTIAL INFORMATION**

I. [Intellectual Property]{.underline}

\(A\) [Rights In and To Technology]{.underline}:

\(1\) To the extent that any new technology and/or any improvements,
enhancements or modifications to existing technology are developed for
MCAC (\"MCAC Technology\"), MCAC may endeavor to obtain appropriate
ownership or use rights in and to MCAC Technology and all intellectual
property and other proprietary rights therein.

\(2\) To the extent MCAC obtains ownership or use rights, upon request
and to the extent allowed by the owner and/or licensor, a Member may
obtain a license for the use of MCAC Technology on terms and conditions
for Member use of MCAC Technology to be developed by MCAC (\"MCAC Terms
and Conditions\").

\(3\) Any such Member license rights are assignable to a Member\'s
affiliate (as defined in Section 4.1(b)).

\(4\) Upon the withdrawal or expulsion of a Member from MCAC, any
license rights in and to MCAC Technology shall be treated in accordance
with the MCAC Terms and Conditions.

\(5\) Upon any order or other directive concerning local number
portability issued by the Commission, any other state telecommunications
regulatory commission in the Mid-Atlantic Region, or the Federal
Communications Commission causing MCAC to merge, consolidate, dissolve
and terminate, or otherwise cease to exist, or upon the dissolution and
termination of MCAC pursuant to Section 13.1, rights in and to MCAC
Technology shall be disposed of as determined by MCAC Members at the
time of any such dissolution and termination.

\(6\) Each Member retains all rights in and to its own technology and
does not hereby grant any right in or to such technology to MCAC or any
individual Member.

\(B\) [Rights In and To Trademarks, Service Marks,]{.underline}

[Logos and Other Proprietary Marks:]{.underline}

\(1\) To the extent that MCAC develops any trademarks, service marks,
logos and other proprietary marks (\"MCAC Marks\"), MCAC shall hold all
rights in and to any MCAC Marks.

\(2\) To the extent that MCAC develops any MCAC Marks, upon request, a
Member may obtain the right to use the MCAC Marks for uses consistent
with policies to be developed by MCAC for Member use of MCAC Marks.

\(3\) Any such Member use rights are assignable to a Member\'s affiliate
(as defined in Section 4.1(b)).

\(4\) Upon the withdrawal or expulsion of a Member from MCAC, any use
rights in and to the MCAC Marks automatically shall terminate.

\(5\) Upon any order or other directive concerning local number
portability issued by the Commission, any other state telecommunications
regulatory commission in the Mid-Atlantic Region, or the Federal
Communications Commission causing MCAC to merge, consolidate, dissolve
and terminate, or otherwise cease to exist, or upon the dissolution and
termination of MCAC pursuant to Section 13.1, rights in and to MCAC
Marks shall be disposed of as determined by the MCAC Members at the time
of any such dissolution and termination.

\(6\) Each Member retains all rights in and to its own trademarks,
service marks, logos and other proprietary marks and does not hereby
grant any right in or to such marks to MCAC or any individual Member.

II\. [Confidential Information]{.underline}

A. [Rights in and to Confidential Information:]{.underline}

\(1\) To the extent that any MCAC business, financial, trade secrets,
data or other technical information shall be deemed confidential by MCAC
(\"MCAC Confidential Information\"), each Member shall protect any MCAC
Confidential Information to which it is exposed as a result of MCAC
activities from disclosure to other than MCAC Members using the same
degree of care used to protect the Member\'s own confidential
information. To the extent that any Member business, financial, trade
secrets, data or other technical information shall be deemed by that
Member confidential (\"Member Confidential Information\"), each Member
shall protect any Member Confidential Information to which it is exposed
as a result of MCAC activities from disclosure to a non-Member Entity
using the same degree of care used to protect the Member\'s own Member
Confidential Information. A Member may utilize MCAC and Member
Confidential Information (collectively, \"Confidential Information\")
solely for the purposes of MCAC activities.

\(2\) All Confidential Information is the property of MCAC or the
respective Member, as appropriate. Upon the written request of MCAC or
the owning Member at any time, or upon the withdrawal or expulsion of a
Member from MCAC, a recipient of Confidential Information shall return
or destroy, as directed by the owner, all such Confidential Information
held in tangible form and no such Confidential Information shall be
retained in any form.

\(3\) Upon any order or other directive concerning local number
portability issued by the Commission, any other state telecommunications
commission in the Mid-Atlantic Region, or the Federal Communications
Commission causing MCAC to merge, consolidate, dissolve and terminate,
or otherwise cease to exist, or upon the dissolution and termination of
MCAC pursuant to Section 13.1, rights in and to MCAC Confidential
Information shall be disposed of as determined by the Members at the
time of dissolution and termination.

\(4\) Each Member retains all rights in and to its own Member
Confidential Information, including but not limited to its customer
information, and does not hereby grant any right in or to any such
Member Confidential Information to MCAC or any individual Member.

**Mid-Atlantic Carrier Acquisition Company, L.L.C.**

**LIMITED LIABILITY COMPANY OPERATING AGREEMENT**

**TABLE OF CONTENTS**

[Page]{.underline}

ARTICLE I Definitions and Rules of Construction
\...\...\...\...\...\...\...\...\...\...\...\...\....  1

ARTICLE II Formation of Company
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...
 5

ARTICLE III Business and Nature of the Company
\...\...\...\...\...\...\...\...\...\...\...\...\.....  5

ARTICLE IV Rights and Obligations of Members
\...\...\...\...\...\...\...\...\...\...\...\...\...\....  7

ARTICLE V Meetings of Members
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\.....
12

ARTICLE VI Rights and Duties of, Designation and Election of, and

Conduct of Business by Managers
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\... 13

ARTICLE VII Meetings of Managers; Committees
\...\...\...\...\...\...\...\...\...\...\...\...\...\... 17

ARTICLE VIII Duties and Limitation of Liability of Managers, Members

and Persons Serving on Advisory Committees;

Indemnification
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\.....
21

ARTICLE IX Contributions to the Company; Assessments for Administrative\
Expenses; and Capital Accounts
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\.... 28

ARTICLE X Allocations, Income Tax, Distributions, Elections, Books

and Records and Returns
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\....
30

ARTICLE XI Transferability and Withdrawal
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\... 32

ARTICLE XII Membership
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...
33

ARTICLE XIII Dissolution and Termination
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\.... 34

ARTICLE XIV Miscellaneous Provisions
\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...\...
37

+------------------------------+-----+--------------------------------+
| **COPYRIGHT**                |     | Prepared by:                   |
|                              |     |                                |
| **1996**                    |     | Carville B. Collins, Esquire   |
|                              |     |                                |
| **MCAC, L.L.C.**             |     | Piper & Marbury L.L.P.         |
|                              |     |                                |
|                              |     | for MCAC, L.L.C.               |
+------------------------------+-----+--------------------------------+

**MID-ATLANTIC CARRIER ACQUISITION COMPANY, L.L.C.**

**A Maryland Limited Liability Company**

**LIMITED LIABILITY COMPANY OPERATING AGREEMENT**

**June 17, 1996**

**(as revised 8/29/96, 10/28/96, 12/19/96, 5/20/97 and 12/12/97)**

+------------------------------+-----+--------------------------------+
| **COPYRIGHT**                |     | Prepared by:                   |
|                              |     |                                |
| **1996**                    |     | Carville B. Collins, Esquire   |
|                              |     |                                |
| **MCAC, L.L.C.**             |     | Piper & Marbury L.L.P.         |
|                              |     |                                |
|                              |     | for MCAC, L.L.C.               |
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