B.  STATEMENT OF OWNERSHIP

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

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

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

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

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

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

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


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

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









FCC FORM 1275
CERTIFICATION FOR OPEN VIDEO SYSTEMS
TESS COMMUNICATIONS, INC.
Page 1

CERTIFICATE OF SERVICE


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

Magalie R. Salas
Office of the Secretary
Federal Communications Commission  
445 12th Street, S.W., Room TWB204 Washington, D.C. 20554
Deborah A. Lathen
Office of the Bureau Chief
Cable Services Bureau
Federal Communications Commission
445 12th Street, SW, Room 3-C734
Washington, DC 20554

Commissioner Furchtgott-Roth
Federal Communications Commission
444 12th Street, S.W.
Room 8-A302C
Washington, D.C. 20554
William H. Johnson
Deputy Bureau Chief
Cable Services Bureau
Federal Communications Commission
445 12th Street, SW, Room 3-C742
Washington, DC 20554
Sherille Ismail
Deputy Chief
Consumer Protection and Competition 
Division Cable Services Bureau
Federal Communications Commission
445 12th Street, SW, Room 4-C802
Washington, DC 20554

Deborah Klein
Division Chief
Consumer Protection and Competition 
Division Cable Services Bureau
Federal Communications Commission
445 12th Street, SW, Room 4-A820
Washington, DC 20554

Commissioner Michael K. Powell
Federal Communications Commission
444 12th Street, S.W.
Room 8-A204C
Washington, D.C. 20554

Chairman William E. Kennard
Federal Communications Commission
444 12th Street, S.W.
Room 8-B201H
Washington, D.C. 20554

Commissioner Tristiani
Federal Communications Commission
444 12th Street, S.W.
Room 8-C302C
Washington, D.C. 20554




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


Mike Hein
Town Manager
Town of Marana
13251 North Lon Adams Road
Marana, Arizona 85653

Daniel J. Hochuli
Attorney - Town of Marana
13251 North Lon Adams Road
Marana, Arizona 85653	
Horatio E. Skeete
City Manager
City of Litchfield Park
214 West Wigwam Boulevard
Litchfield Park, Arizona 85340

Susan Goodwin
City Attorney
City of Litchfield Park
214 West Wigwam Boulevard
Litchfield Park, Arizona 85340 

Elaine T. Valente
Adams County Commissioner 
District I
Administration Building
450 South 4th Avenue
Brighton, Colorado 80601
Ted Strictland
Adams County Commissioner 
District II
Administration Building
450 South 4th Avenue
Brighton, Colorado
Martin J. Flaum
Adams County Commissioner 
District III
Administration Building
450 South 4th Avenue
Brighton, Colorado 80601

George DiCiero
City Manager
City of Broomfield
One Des Combes Drive
Broomfield, Colorado 80020




Roy Howard
City Attorney
City of Broomfield
One Des Combes Drive
Broomfield, Colorado 80020

Robert Slentz
City Attorney
Town of Castle Rock
100 N. Wilcox Street
Castle Rock 80104

Don Jones 
Interim City Manager-Don Jones
Town of Castle Rock
100 N. Wilcox Street
Castle Rock 80104
Gary V. Scales
City Attorney
City of El Mirage
14405 N. Palm Street
El Mirage, AZ 85335
Stuart R. Brackney
City Manager
City of El Mirage
14405 N. Palm Street
El Mirage, AZ 85335
James H. Oeser
City Attorney
City of Goodyear
119 N. Litchfield Road
Goodyear, Arizona 85338
Stephen Cleveland
City Manager
City of Goodyear
119 N. Litchfield Road
Goodyear, Arizona 85338









Kristi Ashton 


FCC FORM 1275
CERTIFICATION FOR OPEN VIDEO SYSTEMS
TESS COMMUNICATIONS, INC.
Page 1 

FCC FORM 1275
CERTIFICATION FOR OPEN VIDEO SYSTEMS
TESS COMMUNICATIONS, INC.