EXHIBIT 10.16

CONFIDENTIAL MATERIALS HAVE BEEN OMITTED FROM THIS EXHIBIT PURSUANT TO A REQUEST
FOR  CONFIDENTIAL  TREATMENT AND HAVE BEEN FILED  SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS

                                 AMENDMENT THREE
                                     TO THE
                            MANAGED NETWORK AGREEMENT
                                     BETWEEN
                       SPRINT COMMUNICATIONS COMPANY, L.P.
                                       AND
                               BRIDGE DATA COMPANY

The  Managed  Network  Agreement  ("Agreement")  between  Sprint  Communications
Company, L.P. ("Sprint") and Bridge Data Company ("Bridge"), having an effective
date of March 1, 1995, as amended, is hereby further amended as set forth below.

WHEREAS,  Sprint and Bridge have  previously  entered into an Agreement  for the
provision of managed network services; and

WHEREAS, Sprint and Bridge desire to amend the Agreement.

NOW THEREFORE, the parties mutually agree to the following:

1.       Section 2. Contract  Documents and Definitions.  The following  changes
         are hereby made to the Attachments:

              Attachment  A  is  superseded  in  its  entirety  by  the  revised
              Attachment A (Scope of Work) which is hereby incorporated into the
              Agreement.

              Attachment  B  is  superseded  in  its  entirety  by  the  revised
              Attachment B (Rates and Charges) which is hereby incorporated into
              the Agreement.

              Attachment  E  is  superseded  in  its  entirety  by  the  revised
              Attachment  E   (Performance   Specifications)   which  is  hereby
              incorporated into the Agreement.

              Attachment   F   (Facilities   Services   Agreement)   is   hereby
              incorporated into the Agreement.

 2.      Section 3. Term and  Extensions.  Delete  Paragraph (a) in its entirety
         and replace with the following language:

         (a)      The initial term of this Agreement  shall commence on the last
                  date shown on the signature page (Effective  Date),  and shall
                  continue  in full force and effect  through  January  31, 1999
                  unless terminated in accordance with its provisions.

Bridge/Sprint Confidential               -1-                             1/26/96

<PAGE>

3.       Section 4. Termination by Bridge. Delete Paragraph (b) in its entirety
         and replace with the following language:

         (b)      with  liability  to  Sprint  for  the  Products  and  Services
                  provided  prior to such  termination,  plus an amount equal to
                  one  hundred  percent of the  difference  between  the Minimum
                  Commitment and the actual charges  invoiced for each remaining
                  contract year or any portion thereof.

4.       Section 9. Minimum Commitment.  Delete this Section in its entirety and
         replace with the following language:

                  BRIDGE  agrees  to  achieve  the  following   minimum   annual
                  commitments ("MAC") as follows:

                  For  Bridge's  domestic  and  international  frame  relay  and
                  managed   router   services,   the   following   MACs   apply.
                  Contributing  to this MAC are  recurring  charges for domestic
                  and international  access channels  (ports),  PVCs' IPVCs' and
                  access  line  charges  (including   recurring  Central  Office
                  Connection charges and Access  Coordination Fees), and monthly
                  equipment  maintenance  and  management  charges.  The  MAC is
                  calculated after the application of any discounts.

                  MAC for 1996:     $4,100,000
                  MAC for 1997:     $5,400,000
                  MAC for 1998:     $5,400,000

         For Bridge's  domestic and  international  SprintNet X.25 service,  the
         following MACs apply.  Contributing  to this MAC are recurring  charges
         for domestic and international dedicated access facilities ("DAFs").

                  MAC for 1996:     $1,550,000
                  MAC for 1997:     $2,160,000
                  MAC for 1998:     $2,160,000

         Sprint  commits  to having  Bridge's  X.25  Collections  Network  fully
         installed by June 1, 1996 under the following conditions:

                  a)    Sprint has received all orders by February 1, 1996; and

                  b)    Sprint's  failure to meet this  commitment is not due to
                        force  majeure  events as  specified  in  Section  23 or
                        Bridge's failure to perform its responsibilities.

Bridge/Sprint Confidential               -2-                             1/26/96

<PAGE>

         If Sprint's  failure to meet this commitment  causes Bridge not to meet
         its MAC for SprintNet X.25 service,  then Sprint shall reduce  Bridge's
         1996 MAC for SprintNet X.25 service by the amount  Sprint's  failure to
         meet the committed installation date causes Bridge not to meet the MAC.

         If Bridge fails to achieve the MAC in any of the above contract  years,
         the  amount  by which  Bridge  fails to meet the MAC (the  "shortfall")
         shall carry over to the following contract year, thereby increasing the
         following  year's  MAC by such  shortfall  amount.  If Bridge  fails to
         achieve  the MAC in 1998 (as it may be  adjusted),  then  Sprint  shall
         extend  the  Term of the  Agreement  until  total  invoiced  cumulative
         recurring charges, net of credits, exceeds $19,750,000.

5.       Section 22.  Assignment.  Revise this  paragraph  in its  entirety  and
         replace with the following language:

         Neither  party may assign this  Agreement or any rights or  obligations
         hereunder,  without the prior written consent of the other party, which
         the  other  party  may  grant  or  withhold  in  its  sole  discretion.
         Notwithstanding  the foregoing,  either party may assign this Agreement
         or any of all of its rights and obligations  hereunder,  to its parent,
         any of its affiliates or  subsidiaries  upon notice to, but without the
         consent of, the other party. Specifically,  Bridge shall have the right
         to assign  the X.25  SprintNet  Network in its  entirety  to any of its
         affiliates or subsidiaries upon notice to Sprint. No assignment of this
         Agreement shall relieve either party of any obligations thereunder. Any
         attempted assignment in violation of this Section shall be void.

6.       The following new Sections are hereby incorporated in the Agreement.

         A.       Section 32.  Exclusive Provider.

                  Bridge agrees that Sprint shall be its  exclusive  provider of
                  frame relay services during the Term of this Agreement as long
                  as Sprint complies with the terms of this Agreement.  As such,
                  Bridge shall award to Sprint one hundred percent (100%) of its
                  frame  relay  business.  In the event that  Bridge  acquires a
                  company  that has a term plan for the  Products  and  Services
                  with another  carrier,  this provision will only apply to such
                  acquired  company  after the  expiration  of any existing term
                  plan.

         B.       Section 33.  New Technology.

                  Sprint  understands that Bridge has a substantial  interest in
                  state of the art  technologies  that may offer  efficient  and
                  cost-

Bridge/Sprint Confidential                      -3-                      1/26/96

<PAGE>

                  effective    solutions    to    Bridge's    telecommunications
                  requirements.  Bridge may request  that  Sprint  provide a new
                  technology  to Bridge  that would serve as a  replacement  for
                  some of the Products and Services  being provided by Sprint to
                  Bridge under this Agreement ("Replacement Service"). If Sprint
                  is unable to provide such Replacement  Service under terms and
                  rates as favorable to Bridge as those offered through any bona
                  fide  written  offer  to  Bridge  from  a  comparable  service
                  provider, and such Replacement Service will materially improve
                  the  performance  and  efficiency  of Bridge's  network,  then
                  Sprint  agrees that it will  reduce  Bridge's  Minimum  Annual
                  Commitment  ("MAC")  under this  Agreement  to the extent that
                  substituting  a  Replacement  Service  for  the  Products  and
                  Services hereunder affects Bridge's ability to meet the MAC.

                  If Bridge or an affiliate of Bridge can provide a  Replacement
                  Service under terms and rates more  favorable  than  Sprint's,
                  then Sprint  reserves the option to provide the  transport and
                  equipment  purchases,  but  agrees  to  reduce  the MAC to the
                  extent that the decrease in management and maintenance  caused
                  Bridge not to achieve the MAC.

                  Sprint shall have the right to have an independent third party
                  auditor examine any bona fide offer from a comparable  service
                  provider  to  ensure  that  such  bona  fide  offer is in fact
                  consistent with the terms as described by Bridge.

7.       Implementation Schedule for Frame Relay service.

         Sprint hereby agrees to escalate the implementation schedule under this
         Agreement  from  forty-five  (45) sites per month to one hundred  (100)
         sites per month for six (6)  consecutive  months.  Bridge must  provide
         Sprint with the appropriate quantity of complete orders sixty (60) days
         in advance of installation,  and an  implementation  schedule to insure
         that one hundred (100) sites are ready for  installation in each of the
         six (6) months.

8.       Signing Credits.

         In consideration  for Bridge extending the Agreement for one additional
         year,  Sprint  agrees that Bridge will receive the below  credits to be
         paid as follows:

                  $50,000  per  month  will be issued  as a credit  against  the
                  invoices  for  July  through  December,  1996,  as long as the
                  monthly

Bridge/Sprint Confidential                  -4-                          1/26/96

<PAGE>

                  recurring  charges for all  services is $500,000  per month or
                  greater, net of all discounts.

                  $50,000  per  month  will be issued  as a credit  against  the
                  invoices for January  through  December,  1997, as long as the
                  monthly  recurring  charges for all  services is $600,000  per
                  month or greater, net of all discounts.

                  $50,000  per  month  will be issued  as a credit  against  the
                  invoices  for  January  and  February,  1998,  as  long as the
                  monthly  recurring  charges for all  services is $625,000  per
                  month or greater, net of all discounts.

         No  credits  shall be  applied  in any month in which  Bridge  does not
         achieve the level of recurring charges required to receive the credits,
         unless  the  failure  to  achieve  the level of  recurring  charges  is
         directly  attributable  to  Sprint's  failure  to  meet  the  committed
         implementation  schedule,  and Sprint's failure is not due to (i) force
         majeure  events as specified in Section 23 or (ii) Bridge's  failure to
         perform its responsibilities.

         If Bridge terminates this Agreement for any reason prior to January 31,
         1999,  Bridge shall reimburse  Sprint one hundred percent (100%) of the
         amount paid to Bridge through the effective date of termination.

         In no event will a credit  issued in any given month exceed the monthly
         billing for that month.

         Credits to be applied under this section shall not exceed $1,800,000.

9.       All other terms and  conditions of the  Agreement  shall remain in full
         force and effect, except as expressly stated herein.

IN WITNESS  WHEREOF,  the parties have executed this  Amendment  Three as of the
date of the last signature below.




Bridge/Sprint Confidential               -5-                             1/26/96

<PAGE>

SPRINT COMMUNICATIONS CO., L.P.                BRIDGE DATA COMPANY

/s/ Patti Manuel                               /s/ Tom Wendel
-------------------------------------          ---------------------------------
Signature                                      Signature


Patti Manuel                                   Tom Wendel
-------------------------------------          ---------------------------------
Printed Name                                   Printed Name


President, Business Sales & Marketing          COO & President
-------------------------------------          ---------------------------------
Title                                          Title

3/1/96                                         2/22/96
-------------------------------------          ---------------------------------
Date                                           Date






Bridge/Sprint Confidential               -5-                             1/26/96

<PAGE>

                                  ATTACHMENT E
                           PERFORMANCE SPECIFICATIONS

SECTION 1 - DOMESTIC FRAME RELAY SERVICE LEVEL AGREEMENTS
1.1      Network Availability:*
         Site Types A, B1, C1: 99.95%
         Availability  shall  be  measured  end  to  end.  Network  availability
         percentage is for sites located in the  continental  USA.  Availability
         figure assumes four hours  scheduled  maintenance  for each month.  For
         sites  with  next  day   remedial   hardware   maintenance,   the  site
         availability will be excluded form the network availability calculation
         for 24 hours.  If service  is  restored  in 24 hours,  the site will be
         considered to have met its performance  requirements for that period of
         time. Availability is calculated based on manufacturer's  statistics on
         Mean-Time-Between-Failure   ("MTBF").
         *Site  types are  defined in  Attachment  A,  Scope of Work
         Components Included:

         o All Sprint Frame Relay network components
         o DSU at Customer Site
         o Distribution Routers
         o Customers Site Routers
         o LEC
         o Dial Backup Modems

Components Excluded:

         o Scheduled maintenance downtime
         o Downtime due to any of the reasons stated in Section 23 Force Majeure
         o Downtime due to Customer inaccessibility
         o Network anomalies caused by Cascade outages or impaired performance

Calculation:

   Network    =    (24 Hours X Days in Month X # of Sites) - (Total Outage Time)
Availability       -------------------------------------------------------------
                               (24 Hours x Days in Month X # of Sites)

Total Outage Time  Measurement:  An outage condition exists when Customer is out
of service and unable to transmit  data.  Sprint will analyze the out of service
trouble rickets in the Sprint Trouble  Reporting System (TRS).  Outage time will
be measured  from the time the trouble  ticket was opened to the time service is
restored.



--------------------------------------------------------------------------------
Bridge                                E-1                       January 26, 1996
Amendment 3


<PAGE>

All sites types A, B1, and C1 will be included in the number of sites. A minimum
of 100 sites are required for this calculation.

1.2      Delay                                            192ms round Trip Delay

         This  delay  assumes  the  following   configuration   and  application
characteristics:

         o        Originating Access Speed: 56 Kbps
         o        Terminating Access Speed: T-1
         o        Average Frame Size: 64 bytes
         o        CIR Level of PVCs: 0 Kbps
         o        Average Distance of PVCs 500 miles

         Components Included:
         o        All Sprint Frame Relay network components
         o        CSU/DSU (if Sprint provided)

         Components Excluded:
         o        Network  delay does not include  delay  induced by the router.
                  Any PING test  performed  by  Customer  must  subtract  router
                  delay.

         Calculation:

              Average            =          Total Network Delay for all PVCs
         Network Delay                      --------------------------------
                                                  Total Number of PVCs

         Network Delay will be measured  based on Customer  initiated PING test.
         The PING test will be done over  multiple  days (minimum of 30 days) to
         adequately determine a consistent performance level.

         Delay Administration Process:

         o        Sprint   Account   Manager   will  notify  the  SE,  NASM  (if
                  applicable),  SE Director,  NCC  Director,  NCC  Manager,  and
                  Product


--------------------------------------------------------------------------------
Bridge                                E-2                       January 26, 1996
Amendment 3

<PAGE>

                  Marketing of  customers  who have signed an SLA. A short SMAIL
                  script  has been  developed  (Compose  FR.SLA)  to notify  the
                  appropriate groups.

         o        Customer notifies Sprint's Service  Management Center that the
                  average Network Delay  performance is  non-compliant  with the
                  Service Level Agreement. The SMC opens a trouble ticket.

         o        The NCC works the trouble  ticket to diagnose the problem.  If
                  they are  unable to  diagnose  or fix the  problem,  they will
                  notify the SE.

         o        Sprint's  System  Engineer  will conduct  Network  Delay tests
                  using  datascopes  and report the results to the  customer and
                  NCC.

         o        If the  results  of the SE  tests  concur  with  the  customer
                  report,  then the SE will provide the  information  to the NCC
                  Technical Assistance Center (TAC) Manager.

         o        TAC will work with the Customer and SE to determine root cause
                  for the problem and resolve as quickly as possible (maximum of
                  60 days).

1.3      Data Delivery Rate.                         98% with 0-CIR

         Calculation:

<TABLE>
<CAPTION>
<S>                           <C>
                                                Total Egress Kiloframes
                               --------------------------------------------------------
         Data Delivery Rate  = Total Ingress Kiloframes - (Bc + Be Exceeded Kiloframes)
</TABLE>

         Calculation is based on total monthly statistics per PVC.

         Excluded Components:

         o        Discarded Frames due to excess Bc + Be.
         o        Discarded Frames caused by Mis-matched access channel speeds.
         o        Data loss due to local exchange circuit failures.
         o        Data loss during scheduled maintenance window.
         o        Data Delivery Rate percentage  assumes Customer  Configuration
                  on Egress port is  engineered  with enough  capacity to handle
                  traffic loads from the remote sites.

SECTION 2 - GLOBAL FRAME RELAY SERVICE LEVEL AGREEMENTS


--------------------------------------------------------------------------------
Bridge                                E-3                       January 26, 1996
Amendment 3

<PAGE>

         The following  performance  specifications  represent  Sprint's network
         performance objectives for its Global Frame Relay Services.

2.1      Global Network Availability Objective

<TABLE>
<CAPTION>
<S>                                 <C>
         POP-to-POP                 99.22% monthly (excluding scheduled maintenance downtime)
</TABLE>

         Availability is measured  POP-to-POP.  Network maintenance is generally
         performed Sunday mornings between 00:01 and 05:00 GMT.

2.2      Network Transmission Quality Objective

         Transmission Bit Error Rates (BER) vary by operating region.

                  Transatlantic BERs                 10(-8)

                  Transpacific BERs                  10(-7) to 10(-8)

                  European and Pacific BERs          10(-7)

2.3      Burst Capability Objectives

         Burst Capacity                     Up to Access Channel Speed
         Minimum Burst Interval             AT LEAST One Second

2.4      Data Delivery Rate Objective

         Data  Delivery  Rate (DDR) is the ratio of total egress frames to total
         input  frames.  Its time  interval  is  monthly  and it is a measure of
         frames lost in the network  primarily  due to  transmission  errors and
         network overloads.

                  DDR, Bc (commited bits)              >99.90%, network average
                  DDR, Be (non-commited bits)          99.00%, network average

         Total  input  frames do not include  frames that exceed  Bc+Be as would
         occur with mismatches in access channel speeds.

2.5      Network Delay Objects

         For  delay in the  global  operating  environment,  network  sites  are
         categorized as:

         NA-E:  North America-East        Eastern US and Canada


--------------------------------------------------------------------------------
Bridge                                E-4                       January 26, 1996
Amendment 3

<PAGE>

         NA-C:   North America-Central    Central US and Canada
         NA-W:   North America-West       Western US and Canada
         EUR-N:  Europe-North             Belgium, UK, Finland, France,
                                             Ireland, Luxembourg, Netherlands,
                                             Norway

         EUR-C:  Europe-Central           Germany, Austria, Switzerland
         EUR-S:  Europe-South             Italy and Spain
         PAC-N:  Pacific-North            Japan and Hong Kong
         PAC-WS  Pacific-West/South       Australia, New Zealand, Singapore

         Figures  presented are average  values of one-way  network delay for 64
         and  1024   byte   frames.   (Ninety-fifth   percentile   figures   are
         approximately 2.5 time the average values). Estimated round-trip delays
         must consider both sides of the customer network access,  CPE and other
         application delays.

                  Average One Way Network Delays (msec) for a 64 Byte Packet

<TABLE>
<CAPTION>
------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
               NA-E         NA-C         NA-W         EUR-N        EUR-C        EUR-S        PAC-N        PAC-SW
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S>            <C>          <C>          <C>          <C>          <C>          <C>           <C>          <C>
NA-E            27           32           65           83           86           95           157          189
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-C            32           25           49           86           91           101          146          174
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-W            65           49           43           113          116          129          131          148
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-N           83           86           113          32           29           35           214          252
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-C           86           91           116          29           25           32           229          260
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-S           95           101          129          35           32           28           235          266
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
PAC-N           157          146          131          214          229          235          40           260
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
PAC-SW          189          174          148          252          260          266          260          275
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

         Access  (Approximate  one way delay for a 64 byte  frame for  access at
         various speeds (add two sides for round trip estimations)

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
Access (Kbps)                   Delay (Msec)                 Access (Kbps)                Delay (msec)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
56                              20                           768                          3
------------------------------- ---------------------------- ---------------------------- ----------------------------
64                              18                           1024                         3
------------------------------- ---------------------------- ---------------------------- ----------------------------
128                             10                           1544                         3
------------------------------- ---------------------------- ---------------------------- ----------------------------
256                             6                            2048                         3
------------------------------- ---------------------------- ---------------------------- ----------------------------
512                             4
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

         Average One way Network Delays (msec) for a 1024 Byte Packet

<TABLE>
<CAPTION>

-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
               NA-E         NA-C         NA-W         EUR-N        EUR-C        EUR-S        PAC-N        PAC-SW
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S>            <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
</TABLE>



--------------------------------------------------------------------------------
Bridge                                E-5                       January 26, 1996
Amendment 3

<PAGE>
<TABLE>
<CAPTION>
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
<S>            <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
NA-E           63           68           131          149          132          183          231          256
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-C           68           62           116          152          137          189          211          240
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
NA-W           131          116          109          180          162          218          196          213
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-N          149          152          180          122          97           124          291          322
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-C          132          137          162          97           73           120          306          327
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
EUR-S          183          189          218          124          120          120          327          317
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
PAC-N          231          211          196          291          306          327          96           337
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
PAC-SW         256          240          213          322          327          317          337          344
-------------- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

         Access:  Approximate  one way delay for a 1024 byte frame for access at
         various speeds (add two sides for round trip estimations)

<TABLE>
<CAPTION>

------------------------------- ---------------------------- ---------------------------- ----------------------------
Access (Kbps)                   Delay (Msec)                 Access (Kbps)                Delay (msec)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
56                              167                          768                          14
------------------------------- ---------------------------- ---------------------------- ----------------------------
64                              146                          1024                         11
------------------------------- ---------------------------- ---------------------------- ----------------------------
128                             74                           1544                         8
------------------------------- ---------------------------- ---------------------------- ----------------------------
256                             38                           2048                         7
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

         Sprint is committed to provide high quality telecommunications services
         to all of its customers.  The following  details Sprint's Service level
         Commitments to Customer for International dedicated X.25 service.

SECTION 3 - GLOBAL X.25 SERVICE LEVEL AGREEMENTS

3.1      X.25     Ticket Priority and Trouble Resolution Objectives

         The following  tables define the ticket  prioritization  scheme and the
         service restoral objectives for international X.25 dedicated services.

         DESCRIPTION

<TABLE>
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
         Priority 1                                          Critical condition (entire router, PAD
                                                             Or location is out of service)
------------------------------------------------------------ ---------------------------------------------------------
         Priority 2                                          Out-of-service condition (X.25 access
                                                             facility or inoperable port on router/
                                                             PAD/switch).  Alternate backup pathway
                                                             connection functional
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>



--------------------------------------------------------------------------------
Bridge                                E-6                       January 26, 1996
Amendment 3

<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
         Priority 3                                          Service impairment condition (slow
                                                             Response, Virtual Circuit (VC)
                                                             instability).
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

         SERVICE RESTORAL OBJECTIVES
<TABLE>
<CAPTION>
------------------------------------------------------------ ---------------------------------------------------------
<S>                                                          <C>
         Priority 1                                          4 hours
------------------------------------------------------------ ---------------------------------------------------------
         Priority 2                                          12 hours
------------------------------------------------------------ ---------------------------------------------------------
         Priority 3                                          5 days
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

         Problems  reported after 1700 hours or any time on Saturdays,  Sundays,
         or local holidays are expected to be resolved within the  presubscribed
         period beginning at 0800 hours local time on the next business day.

         Sprint  requires  that a Customer  representative  be  available at the
         affected site throughout the  identification,  repair and  confirmation
         process.

3.2      SprintNet X.25 International Service Credits

         Sprint shall award a SprintNet X.25 Service Credit as follows:

         For a Priority 1 outage with an actual  SprintNet  outage  greater than
         eight (8) hours  Sprint  shall award a Service  Credit equal to 1/30 of
         the monthly  non-usage  based  recurring  X.25 Charge for the  affected
         site. For each  additional  eight hours of actual outage,  Sprint shall
         award an  additional  Service  Credit equal to 1/30 of the monthly X.25
         Network Charge for that site. Service Credits shall only be awarded for
         eight hour outage increments.

         For  example,  for a Priority 1 problem  which  exists for sixteen (16)
         hours,  Sprint  shall  issue a  Service  Credit  equal  to 1/15 of that
         month's  non-usage  based X.25  Charges for the  affected  site.  For a
         Priority 1 problem which exists for thirteen  (13) hours,  Sprint shall
         issue a  Service  Credit  equal to 1/30 of that  month's  X.25  Network
         charge for the affected site.

         Outage time will be measured  from the time a trouble  ticket is opened
         to the time service is restored,  utilizing the service trouble tickets
         in the Sprint  Trouble  Reporting  System  (TRS).  No time between 1700
         hours and 0800 hours local time of the next  business  day, or any time
         between  tickets  opened on Saturdays,  Sundays,  or local holidays and
         0800 hours of the next  business  day will be  included  in outage time
         calculations.

         Sprint shall only award Service Credits for Priority 1 problems.



--------------------------------------------------------------------------------
Bridge                                E-7                       January 26, 1996
Amendment 3

<PAGE>


         Any troubles resulting from a problem with Customer provided equipment,
         software, applications, or personnel will not be included.




--------------------------------------------------------------------------------
Bridge                                E-8                       January 26, 1996
Amendment 3

<PAGE>
                                  ATTACHMENT F

                        FACILITIES AND SERVICES AGREEMENT

This Facilities and Services  Agreement  ("Agreement")  sets forth the terms and
conditions  which shall  govern  Customer's  lease of certain  space at Sprint's
Point-of-Presence  ("POP") for the purpose of locating certain Customer-provided
equipment at such space.

         1. TERM.  The term of this  Agreement  ("Term") shall coincide with the
period set forth in Section 3 of the Managed  Network  Agreement  between Sprint
and  Customer as amended,  unless  terminated  by either  Party  pursuant to the
provisions  of  Paragraph  16  herein.  The  Term of  this  Agreement  shall  be
automatically  renewed for  successive  one year  periods,  unless  either Party
provides written notice of termination  ninety (90) days prior to the end of the
then current Term.

         2.  EQUIPMENT  RACK  SPACE.  Sprint  agrees to lease to  Customer,  and
Customer  agrees to lease from  Sprint,  during the Term,  floor  space and such
other space as is reasonably necessary for the installation of Customer provided
equipment  ("Equipment  Rack  Space")  at the Sprint POP  site(s)  specified  on
Exhibit  "A"  attached  hereto.  Access to the  Equipment  Rack  Space  shall be
provided to Customer at all times upon reasonable  advance notice to Sprint,  by
Sprint  escort  only,  at such  rates as are set  forth in  Paragraph  7 hereof.
Customer  accepts  the  Equipment  Rack Space "as is" and hereby  covenants  and
agrees to use the Equipment Rack Space for the purposes herein set forth and for
no other purpose and in strict  accordance  with the terms and conditions of any
applicable Sprint leases,  and further agrees to not do, or omit to do, anything
which  will  breach any of the terms or  conditions  of such  applicable  Sprint
leases or cause damage and/or injury to the property and/or  personnel of Sprint
and/or other Sprint customers.

         For lease of the Equipment  Rack Space during the Term,  Customer shall
pay Sprint (i) non-recurring  site preparation  charge of * per each instance of
rack and/or ancillary  services  installation  activity which includes up to two
(2)   consecutive   working  days  for   installation   supervision  and  escort
(thereafter, the escort rates as outlined in Paragraph 7 herein will apply); and
(ii) a monthly  recurring fee of *per each  Equipment  Rack Space per Sprint POP
site used,  which  shall  include  the cost of  electrical  power  furnished  to
Customer by Sprint  hereunder.  The  non-recurring  site preparation  charge and
monthly recurring fee shall not begin until the equipment specified in Exhibit A
is installed.

* CONFIDENTIAL TREATMENT REQUESTED
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Bridge                                F-1                       January 26, 1996
Amendment 3

<PAGE>

         3. SITE  CLEAN UP.  Customer  will be  responsible  for  removal of all
installation  material and clean up of effected POP site(s) after  completion of
Customer equipment installation in the Equipment Rack Space.

         4.  DEMARCATION  POINT.  The  point at  which  the  Customer's  network
interconnects  with the Sprint  network  shall be the Sprint  provided DSX cross
connect  (interface) at each Sprint POP site.  This point will be referred to as
the Demarcation  Point. The Demarcation  Point will designate where the division
of responsibility of providing  service and connectivity  takes place.  Customer
shall provide the necessary  interface cabling to the Demarcation Point.  Sprint
will be  responsible  for the service  from the  Demarcation  Point  through the
completion  of the circuit  through the Sprint  network.  The  Customer  will be
responsible for the service from the  Demarcation  Point at each Sprint POP site
to the Customer's premises.

         5. INSTALLATION AND TESTING. Customer shall engineer,  furnish, install
and test, at its sole cost and expense,  all Customer supplied  equipment in the
Equipment  Rack Space.  Prior to  installation,  this  Agreement  shall be fully
executed by both Parties or otherwise  incorporated into any existing  agreement
between the Parties,  and  Customer  shall submit to Sprint for its approval all
engineering plans and  specifications  pertaining to Customer supplied equipment
to be  installed  in the  Equipment  Rack  Space.  Installation  and  testing by
Customer of equipment  located in the Equipment Rack Space shall at all times be
under the direct supervision of a Sprint escort. Title to equipment furnished by
Customer  hereunder  shall,  at all times,  remain in  Customer.  All  equipment
supplied by Customer shall be labeled by the Customer as such.

         6.  EQUIPMENT  MAINTENANCE.  During the Term,  Customer  shall  provide
maintenance  on all Customer  supplied  equipment  installed  in Equipment  Rack
Space.

         All requests for escort service are to be made to the  appropriate  POP
site or Sprint designated location for each Equipment Rack Floor Space location.
Contact  telephone numbers for each POP site are specified on EXHIBIT A, and can
be called 24 hours per day, 7 days a week.

7. ESCORT RATES. Sprint will provide escort service for the Customer to maintain
equipment as  aforesaid,  on a per call basis at the rate of * per hour.  Escort
services  are  provided  for  emergency  repair and  routine  maintenance  under
guidelines as specified in Paragraph 22.

* CONFIDENTIAL TREATMENT REQUESTED
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Bridge                                F-2                       January 26, 1996
Amendment 3

<PAGE>

         The foregoing rate shall apply to all Customer  escort requests and are
subject to a one (1) hour minimum charge per call as well as the  specifications
as noted in EXHIBIT A.

         8.  PERMITS  AND FEES.  Customer  will be  responsible  for any permits
and/or fees, as required,  between the Demarcation Point at each Sprint POP site
to the Customer's premises.

         9. ORDER ADMINISTRATION.  Customer shall place orders from time to time
during the Term for Sprint  services to be provided  hereunder by  submitting to
Sprint such information as Sprint shall reasonably request.

         10. POWER. During the Term, Sprint shall furnish to Customer electrical
power  necessary  to meet the  reasonable  requirements  of  Customer at the POP
site(s)  specified  on  Exhibit  A.  If the  power  provided  by  Sprint  causes
interference  with the proper  operation of Customer's  equipment,  the Customer
will be  responsible  for providing at Customer's  sole expense any filtering or
regulation devices within the Equipment Rack Space, to correct the interference.

         11.  TRANSFER,  SALE AND ASSIGNMENT.  Customer shall not sell,  assign,
transfer or otherwise  encumber any interest it has hereunder or may have in the
Equipment Rack Space,  the POP(s),  POP site(s),  or  Sprint-supplied  equipment
therein, or any portion thereof, by virtue of this Agreement,  without the prior
written consent of Sprint, which shall not be unreasonably withheld.

         12. NOTICES.  Any notices or  communications  required or desired to be
given in  connection  with  this  Agreement  shall be in  writing  and  shall be
delivered to the  applicable  Party by hand or by U.S.  Certified  Mail,  return
receipt requested, addressed as follows:

         Sprint:         Sprint Communications Company L.P.
                         9350 Metcalf Avenue
                         Overland Park, KS 66212
                         Attn:  Network Real Estate Acquisition & Administration

         With a copy to: Sprint Communications Company L.P.
                         8140 Ward Parkway
                         Kansas City, MO 64114
                         Attn:  General Counsel

         Customer:


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Bridge                                F-3                       January 26, 1996
Amendment 3

<PAGE>

         Any notice given under this  Agreement  shall be effective upon receipt
of notice by the other  Party.  Either  Party may  change  the above  address by
written notice to the other Party as provided above.

         13.  WARRANTIES.  THE  PARTIES DO NOT MAKE ANY  WARRANTIES,  EXPRESS OR
IMPLIED,  WITH RESPECT TO THE POP SITE(S) AS LISTED ON EXHIBIT A, ANY  EQUIPMENT
PLACED THEREIN AND OTHER SERVICES,  MATERIALS AND EQUIPMENT PROVIDED  HEREUNDER,
INCLUDING,  WITHOUT  LIMITATION,  WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE.

         14.  LIMITATION OF LIABILITY.  IN NO EVENT SHALL EITHER PARTY HEREUNDER
BE LIABLE  TO THE OTHER  PARTY FOR ANY  INDIRECT,  CONSEQUENTIAL  OR  INCIDENTAL
DAMAGES,  INCLUDING,  WITHOUT LIMITATION,  LOSS OF REVENUE, LOSS OF CUSTOMERS OR
CLIENTS,  LOSS OF GOODWILL  OR LOSS OF PROFITS,  ARISING IN ANY MANNER FROM THIS
AGREEMENT  AND THE  PERFORMANCE  OR  NONPERFORMANCE  OF  OBLIGATIONS  HEREUNDER.
FURTHERMORE,  IN NO EVENT WILL  SPRINT BE LIABLE TO  CUSTOMER  FOR ANY  DAMAGES,
DIRECT OR INDIRECT, TO CUSTOMER SUPPLIED EQUIPMENT ARISING OUT OF CUSTOMER'S USE
OF THE POP  SITE(S)  LISTED ON  EXHIBIT A OR THE  SERVICES  PROVIDED  HEREUNDER,
UNLESS SUCH DAMAGES ARE THE RESULT OF SPRINT'S NEGLIGENCE OR WILLFUL MISCONDUCT.
SPRINT SHALL TAKE  REASONABLE  PRECAUTIONS TO PROVIDE A SECURE  ENVIRONMENT  FOR
CUSTOMER SUPPLIED EQUIPMENT.

         15.      INDEMNIFICATION.

                  15.1  Customer  shall  indemnify,  defend  and  hold  harmless
         Sprint,  its  directors,   officers,   employees,   trade  contractors,
         suppliers,  successors  and  assigns  from any  loss,  damage,  cost of
         defense  (including  reasonable  attorneys' fees and court costs),  and
         injuries,  including death to any person, arising out of this Agreement
         (including  any breach  hereof by Customer) to the extent caused by the
         negligence or willful misconduct of Customer, its agents or employees.



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Bridge                                F-4                       January 26, 1996
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<PAGE>

                  15.2  Sprint  shall   indemnify,   defend  and  hold  harmless
         Customer,  its  directors,   officers,  employees,  trade  contractors,
         suppliers,  successors  and  assigns  from any  loss,  damage,  cost of
         defense  (including  reasonable  attorneys' fees and court costs),  and
         injuries,  including death to any person, arising out of this Agreement
         (including  any breach  hereof by  Sprint) to the extent  caused by the
         negligence or willful misconduct of Sprint, its agents, or employees.

         16.      TERMINATION OF SERVICES/FACILITIES:  COMPLIANCE.

                  16.1  Sprint may limit the use of the Equipment  Rack Space or
         any portion  thereof by Customer  hereunder when  necessary  because of
         conditions  beyond  its  control  as set  forth  in  Paragraph  23.  In
         addition,  Sprint  reserves  the right at all times  during the Term to
         suspend  any  and  all  services  and/or   facilities  to  be  provided
         hereunder,  including,  without  limitation to furnishing of electrical
         power,  and remove,  change or  otherwise  terminate  the  operation of
         Customer-supplied  equipment  installed  in the  Equipment  Rack  Space
         without  notice,  if Sprint deems,  in its sole  discretion,  that such
         action is necessary to protect the public or Sprint personnel,  agents,
         and Sprint  facilities  or services from damages or injury of any kind.
         Sprint  may also  effect  such  action  after  notice  to  Customer  in
         accordance with Paragraph 20 hereof. Where possible, Sprint will notify
         Customer  promptly of such action and work in cooperation with Customer
         to effect such remedies so as to permit the Customer-supplied equipment
         to  be  returned   to   operation   in  an   acceptable   manner.   All
         Customer-supplied equipment installed in the Equipment Rack Space shall
         comply with all applicable laws, regulations and standards,  including,
         without limitation, those standards established by Sprint, and shall be
         maintained by Customer in a manner so as to ensure continued compliance
         therewith  and so as to avoid hazard or damage to Sprint  facilities or
         injury to Sprint  employees,  agents and suppliers or to the public. In
         the case where additional protection facilities are required,  the same
         shall be provided by Customer, at Customer's sole expense. Sprint shall
         maintain  the  environmental  parameters  of the  Equipment  Rack Space
         within  customary  limits for commercial  operation so long as Customer
         maintains  Customer-supplied  equipment installed therein in accordance
         with the applicable specifications.

                  16.2  Either Party may terminate this Agreement at any time by
         giving  written  notice  as  outlined  in  Paragraph  12.  The  maximum
         liability to the Customer,  due to termination,  will be six (6) months
         of rental  charges for each Equipment Rack Space as stated in Paragraph
         2, Equipment Rack



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Bridge                                F-5                       January 26, 1996
Amendment 3

<PAGE>

         Space,  from the date of termination  and any charges  associated  with
         Sprint escort during equipment removal.

         17.      INSURANCE.

                  17.1 CUSTOMER'S INSURANCE. Customer shall, at its own expense,
         procure and maintain  throughout the Term, the following insurance from
         an   insurance   company   or   companies   of   recognized   financial
         responsibility:   (i)  Comprehensive   General   Liability   insurance,
         including  Contractual   Liability,   insuring  against  liability  for
         Personal  Injury or death,  Property  Damage or other loss in amount of
         not less than  $5,000,000  Combined  Single  Limit with  respect to any
         occurrence,  and  (ii)  Comprehensive  Automobile  Liability  insurance
         insuring the ownership, maintenance or use of owned, non-owned or hired
         automobiles in an amount not less than $1,000,000 Combined Single Limit
         for  Bodily  Injury or  Property  Damage  for any one  accident,  (iii)
         Worker's  Compensation  insurance,  including Employer's Liability with
         limits of not less than $100,000 per accident,  in compliance  with any
         Worker's Compensation or similar statute in the State where any work is
         performed. The insurance specified in subparagraphs i and ii shall name
         Sprint as Additional Insured.  Customer shall deliver to Sprint,  prior
         to and as a  condition  of its  use of  the  Equipment  Rack  Space,  a
         Certificate  of  Insurance   evidencing  all  of  the  above  insurance
         requirements  and shall indicate that Sprint shall be notified not less
         than thirty (30) days prior to any  cancellation  or material change in
         any  coverage.  In no  event  shall  the  limits  of said  policies  be
         considered as limiting the liability of Customer under this  Agreement.
         Customer may not enter Sprint's POP locations if the provisions of this
         paragraph have not been met.

         18.  GOVERNING  LAW.  This  Agreement  shall be  constructed  under and
enforced in accordance  with, and the validity and  performance  hereof shall be
governed by, the laws of the State of Kansas.

         19. ENTIRE AGREEMENT.  This Agreement supersedes and replaces any prior
agreements,  understanding or arrangements,  whether oral or written, heretofore
made  between the  Parties and  relating  to the  subject  matter  hereof.  This
Agreement  shall not be  modified,  changed,  altered  or  amended  except by an
express written agreement signed by duly authorized  representatives  of both of
the Parties hereto.

         20.  DEFAULT.  In addition  to any right of  termination  provided  for
elsewhere herein, the  non-defaulting  Party hereto may terminate this Agreement
upon the  occurrence  of any of the  following  events which shall  constitute a
default hereunder:



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Bridge                                F-6                       January 26, 1996
Amendment 3

<PAGE>

                  (a)  Material  breach of this  Agreement  after notice of such
         breach and failure of the  breaching  Party to cure such breach  within
         thirty (30) days of receipt of such notice;
                  (b) A final  determination by any  governmental  entity having
         jurisdiction  over the facilities  and/or services  provided under this
         Agreement  that the  relationship  of Sprint  and  Customer  and/or the
         facilities  and/or  services  provided  hereunder  are contrary to then
         existing laws; or
                  (c) The  filing  of  bankruptcy  by  either  Party  under  any
         federal,  state or  municipal  bankruptcy  or  insolvency  act,  or the
         appointment  of a receiver or any act or action  constituting a general
         assignment  by either  Party of its  properties  and  interest  for the
         benefit of its  creditors.
         Upon the  occurrence of a default by either Party,  the other Party may
exercise one or more of the following remedies:  (i) terminate this Agreement as
aforesaid;  and/or  (ii)  exercise  any other  rights or  remedies  which may be
available at law or in equity. Upon the occurrence of a default,  the prevailing
Party shall have all reasonable  expenses  (including court costs and reasonable
attorneys' fees) paid by the other Party.
         21.  PAYMENTS.  All  charges  incurred by  Customer  hereunder  will be
invoiced monthly by Sprint. Total Customer recurring and non-recurring Equipment
Rack Space lease  charges for the Term of this  Agreement are shown on Exhibit A
and are based upon the rates set forth in Paragraph 2, Equipment Rack Space, and
the POP site(s) and  quantities of Equipment Rack Space(s) as shown on Exhibit A
hereof.  Escort charges will be charged and invoiced  monthly in accordance with
the terms set forth in  Paragraph 7 herein.  All amounts  stated on each invoice
shall be due and payable within thirty (30) days of receipt of said invoice. The
charges for service  provided  hereunder are exclusive of any applicable  sales,
use, excise and like taxes which will be separately  stated and included on each
applicable  invoice.  All charges for services  provided  hereunder  that remain
unpaid for a period of 10 days or more after written  notice  thereof,  shall be
subject  to  interest  thereon  at a rate of the  lesser of 18% per annum or the
maximum rate allowable by applicable law.
         22.  RESPONSE TIME. In the  performance of its  obligations  hereunder,
Sprint  shall  endeavor  to  respond to a Customer  request  for escort  service
hereunder  within (i) one (1) hour when  notified by  Customer  from 8:00 a.m. -
5:00 p.m. on business days and when such request  pertains to a manned POP site,
(ii)  within  three (3) hours when  notified by Customer at any other time for a
manned POP site, and (iii) within four (4) hours for an unmanned POP site at any
time.  THE ABOVE RESPONSE TIMES APPLY TO CUSTOMER  EMERGENCY  REPAIR  SITUATIONS
ONLY.  THESE RESPONSE TIMES ASSUME THAT NO EMERGENCY  REPAIRS ARE IN PROGRESS ON
THE SPRINT  NETWORK IN THIS AREA.  Emergency  Repairs on the Sprint network will
take precedence over escort services which may cause lengthening of the response
times. For routine maintenance,  72 hours notice is required.  Route maintenance
will only



--------------------------------------------------------------------------------
Bridge                                F-7                       January 26, 1996
Amendment 3

<PAGE>

be allowed  between the hours of 8:00 a.m. and 5:00 p.m.  Monday through Friday,
with  holidays   excluded.   Service  affecting   routine   maintenance  may  be
accomplished  outside of the normal routine maintenance window, but requires 120
hour advance  notification.  When escort service is provided by Sprint, both the
Sprint representative and Customer  representative will sign a CPE Repair/Vendor
Escort Record form  confirming  the location,  time, and date the escort service
took place.

         23. INABILITY TO PERFORM. Neither Party shall be responsible for delays
in the  performance  of its  obligations  hereunder  caused by events beyond its
reasonable control.



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Bridge                                F-8                       January 26, 1996
Amendment 3