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                                                                   EXHIBIT 10.16


CONFIDENTIAL TREATMENT


                                    Agreement
            on the Realization and Utilisation of Fibre Optic Cables


                              ("LWL(1)-Agreement")


                                     between


                           Hermes Europe Railtel B.V.
                                 Drentestraat 20
                      NL-1083 HK Amsterdam, the Netherlands


                      - subsequently referred to as "HER" -


                                       and


    ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
                                  TREATMENT##


  - subsequently referred to as ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                     REQUEST FOR CONFIDENTIAL TREATMENT##-

-------------------

(1) LWL=German abbr. Lichtwellenleiter=fiber optic cables


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CONFIDENTIAL TREATMENT
                                       -I-


<TABLE>
<S>                                                                                             <C>
Contents:

I. PREAMBLE......................................................................................1

II. DEFINITIONS..................................................................................2

III. PROVISIONS..................................................................................3

1.     SUBJECT MATTER OF THE AGREEMENT...........................................................3

       1.1 Performances on the side of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A  
       REQUEST FOR CONFIDENTIAL TREATMENT##: ....................................................3

       1.2 Assignment of rights of use...........................................................4

       1.3 Installation of customer-specific connections.........................................5

       1.4 Exchange of information: documentation................................................5

2.     MODALITIES FOR FULFILMENT OF PERFORMANCES.................................................6

       2.1 Phase concept.........................................................................6

       2.2 Phase 1: Planning and preparation.....................................................7

       2.3 Transition from phase 1 to phase 2: constructional release............................7

       2.4 Phase 2: establishment of the partial route...........................................10

       2.5 Transition from phase 2 to phase 3: provision.........................................10

       2.6 Phase 3: attendance / maintenance.....................................................12

       2.7 Reporting, consent by HER.............................................................15

       2.8 Conditions for lease or purchase of single routes.....................................15

       2.9 Special arrangements with regard to rights of way,
       public-law approvals and cooperation with gas supply companies............................16

           2.9.1 Rights of way on private properties.............................................16

           2.9.2 Rights of way on railway properties, traffic routes and public areas;
           failure to obtain public-law approvals................................................18

</TABLE>



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CONFIDENTIAL TREATMENT
                                      -II-

<TABLE>

<S>                                                                                             <C>
           2.9.3 Cooperation with gas supply companies...........................................19

3. HER PERFORMANCES..............................................................................20

       3.1 Principles of payment determination, definitions......................................20

           3.1.1 Principles of payment determination.............................................20

           3.1.2 Definitions.....................................................................20

       3.2 The modified cost plus procedure......................................................22

           3.2.1 Fundamentals of user fee determination according to the
                  cost plus procedure............................................................22

           3.2.2 Contractual mean value..........................................................22

           3.2.3 Calculation value for technical costs...........................................22

           3.2.4 Compensatory rights of way and field costs......................................23

           3.2.5 Calculation value for the overall costs.........................................23

           3.2.6 Compensatory user fee pre-payment...............................................23

           3.2.7 Increase in the user fee pre-payment............................................24

           3.2.8 Annual user fee.................................................................25

       3.3 Incremental costs upon HER's request..................................................26

       3.4 Auditing right........................................................................26

       3.5 Special adjustment of user fee........................................................26

           3.5.1 Principle.......................................................................26

           3.5.2 Exceptions: existing LWL cables and cable duct routes...........................29

           3.5.3 Exceptions: co-laying for gas supply companies..................................29

           3.5.4 Operating fibres................................................................29

       3.6 Operating and administration costs....................................................30

       3.7 Adjustment of payments................................................................30

           3.7.1 Adjustment of the payment for operation and administration......................30

           3.7.2 Adjustment of the annual user fee...............................................32

4. SPECIAL PROVISIONS FOR THE PARTIAL ROUTE ##MATERIAL OMITTED AND SEPARATELY 
   FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##............................................34

       4.1 Cable specifications..................................................................34

       4.2 User fee..............................................................................34
</TABLE>




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CONFIDENTIAL TREATMENT

                                      -III-

<TABLE>
<S>                                                                                             <C>
       4.3 Liability and warranty, date of provision.............................................35

       4.4 Attendance/maintenance................................................................36

       4.5 Termination by the primary user.......................................................36

       4.6 Payment terms.........................................................................37

5. SUPPORT FOR DETERMINATION AND REALIZATION OF SYSTEM
   ENGINEERING LOCATIONS.........................................................................37

       5.1 Use of station/system engineering locations...........................................37

       5.2 Planning and handling engineering - for system engineering locations..................39

       5.3 Payment...............................................................................39

6. WARRANTY, LIABILITY, TERMINATION RIGHTS.......................................................40

       6.1 Warranty and liability................................................................40

           6.1.1 Stipulations for warranties and liability in phase 1............................40

           6.1.2 Stipulations for warranties and liability in phase 2............................41

           6.1.3 Stipulations for warranties and liability in phase 3............................43

           6.1.4 Liability regulations for support during determination of
                 system engineering locations....................................................44

           6.1.5 Force Majeure...................................................................45

           6.1.6 Final regulations for warranties and liability..................................46

       6.2 Termination rights....................................................................46

           6.2.1 Independence of the partial routes..............................................46

           6.2.2 Termination rights in phase 1...................................................46

           6.2.3 General termination rights......................................................47

           6.2.4 Termination due to special specific facts.......................................47

           6.2.5 Consequences of termination.....................................................48

7. GENERAL STIPULATIONS..........................................................................49

       7.1 Payments..............................................................................49

           7.1.1 Turnover tax, charges...........................................................49

           7.1.2 Maturity........................................................................50

           7.1.3 Delay in payment................................................................51

           7.1.4 Invoicing.......................................................................51
</TABLE>


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                                      -VI-

<TABLE>
<S>        <C>                                                                                  <C>
           7.1.5 Bank accounts...................................................................52

           7.1.6 Set-off, retention..............................................................53

       7.2 Term / renewal option.................................................................53

       7.3 Warranty of appropriate capitalization................................................53

       7.4 TK(2) approvals ......................................................................54

       7.5 Confidentiality.......................................................................55

       7.6 Applicable law........................................................................57

       7.7 Profitability clause..................................................................57

       7.8 Severability..........................................................................57

       7.9 Amendments/modifications..............................................................58

       7.10 Assignment to other corporations.....................................................58

       7.11 Technical expert.....................................................................59

       7.12 Arbitration clause...................................................................59

       7.13 Attribution of previous acts and representations.....................................60

       7.14 Consent of the supervisory boards....................................................60

       7.15 Agreement Schedules..................................................................61

</TABLE>
-------------------

(2) TK = German abbr. Telekommunikation=telecommunication


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CONFIDENTIAL TREATMENT

                                       -1-

I.     PREAMBLE

HER operates in the telecommunications market and plans to establish a
Europe-wide telecommunications network. For this purpose, HER wishes to use
fibre optic routes (subsequently referred to as "partial routes") along the
regional and supra-regional natural gas lines of gas supply companies for their
telecommunications network on a long term basis.

Along the pipelines operated by the gas supply companies, cables have been laid
serving the gas supply company, i.e. the exchange of information and the
telephony in connection with gas supply and remote monitoring and control of the
line network. By change-over to fibre optic technology cable capacities can be
extended and utilized for general telecommunications.

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##, whose partners are gas supply companies, is interested in realizing
partial routes along the gas lines of its partners, if applicable even by use of
the lines of other gas supply companies, and in granting to HER a long-term
right to use realized partial routes for offering telecommunications services.
If necessary, partial routes will also be leased. ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, not intending any
exclusive provision of lines to merely one user, also realizes similar projects
and appropriate negotiations with other telecommunications companies.

The routes desired by HER should be provided by ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, if possible. The
parties are aware of the fact that this means an extreme time pressure for the
projects and that thus, special proceedings will be necessary. For that reason
the parties concluded still prior to conclusion of the LWL agreement on April
24, 1997 an "agreement about route line planning" (subsequently referred to as
"planning agreement") on the basis of which ##MATERIAL OMITTED AND SEPARATELY
FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## has already started
preparatory works.

The parties consent that the contract is to be executed in three phases, which
are described in more detail under No. 2 of the following agreement. For each of
these phases special regulations according to the actualities of the phase will
apply, namely with regard to warranty, liability and termination rights. In
particular, it is intended to eliminate for a considerable part any
imponderability in the course of the planning works in phase 1 connected with
the establishment of partial routes which, among others,






<PAGE>   7


CONFIDENTIAL TREATMENT

                                       -2-

result from necessary third party approvals, authority consents, natural
influences, etc..

HER and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT## plan a long-term cooperation which is meant to exceed the routes
referred to in this contract.

Therefore, HER and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT## conclude the following agreement, explicitly including
the statements contained in the above preamble into the contents of this
agreement:

II.    DEFINITIONS

In this agreement and the schedules hereto words and expressions shall have the
meanings ascribed to them below:

1.     "FIBRE OPTIC ROUTE" (subsequently referred to as "LWL ROUTE") is the 
       route in a geographical sense on which a fibre optic cable is or shall 
       be laid.

2.     "FIBRE OPTIC CABLE" (subsequently referred to as "LWL CABLE") is a cable
       of optical waveguide fibres ("LWL FIBRES"); "OPTICAL WAVEGUIDE CABLE
       INSTALLATIONS" (subsequently referred to as "LWL CABLE INSTALLATIONS")
       are those jointly laid cable ducts, LWL cables including assembly
       accessories (e.g. coupling sleeves), and construction installations up to
       the patch field.

3.     "SYSTEM ENGINEERING LOCATIONS" are locations for installations with
       transmission installations (e.g. regenerators) along the LWL route
       including all pertinent facilities and infrastructural installations.

4.     "PARTIAL ROUTES" are determined in the LWL agreement with their starting
       and end points as well as the route course, and contain the LWL fibre
       connections including the necessary components of the LWL cable
       installations. The partial routes are listed in SCHEDULE 2 and are thus
       subject matter of the agreement.




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CONFIDENTIAL TREATMENT

                                       -3-

5.     A "SECTION" is a part of a partial route.

6.     The "TOTAL NETWORK" is the entity of all partial routes.


III.   PROVISIONS


1.     SUBJECT MATTER OF THE AGREEMENT

1.1    PERFORMANCES ON THE SIDE OF ##MATERIAL OMITTED AND SEPARATELY FILED 
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##:

1.     The contractual performance on the side of ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## is the
       granting of a possibility to use the partial routes listed in Schedules 1
       and 2 for the purpose of telecommunications which ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## plans and
       establishes for the purpose of marketing to telecommunications service
       providers as well as for the purpose of operating gas supply companies,
       as described in the agreement. For the term of the partial routes' use
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## has to take care of the maintenance, especially maintenance
       within the scope determined in Schedule 3.

2.     The LWL cables to be laid by ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## on the routes desired by HER
       will in general be laid in the shelter belts, parallel to the natural gas
       lines of the gas supply companies. Partially, these are partners of
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##.

3.     The special routes and the partitioning into partial routes are shown in
       SCHEDULE 1 (general map) and SCHEDULE 2 (listing of partial routes). In
       case of inconsistencies between the map (Schedule 1) and the listing of
       partial routes (Schedule 2), the listing of partial routes (Schedule 2)
       will prevail. The technical specifications and the performance data of
       the partial routes result from SCHEDULE 3 (technical conditions).
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## LWL cable installations will end at the appropriate
       transition points or the passive branching points ("TRANSITION POINTS")
       according to Schedule 3.
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CONFIDENTIAL TREATMENT

                                       -4-

4.     When establishing new LWL cables, a separate cable will be laid for HER
       in which besides HER only those gas supply companies will have a right of
       use for altogether ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## LWL fibres, whose lines are to be
       used. Due to this right, the gas supply companies will only be entitled
       to use the fibres for gas business operating purposes and not for
       telecommunications services (transmission of speech and data in the sense
       of the telecommunications law ("TKG"(3)) beyond gas business operations;
       in this regard, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## will grant fractional ownership in the LWL
       cable installations to the gas supply companies. With regard to this
       exclusive use of those LWL fibres allocated to the gas supply companies
       for the purposes of the gas business, the regulations on the
       supplementary marketing of new routes under No. 3.5.1 do not apply.

5.     Should it turn out, in case of intended use of existing installations by
       lease or purchase, that the installation in question does not comply with
       the specifications shown in Schedule 3, the following will apply: HER
       will decide whether they want to use the cable in question; should HER
       decide not to use it, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## will not be obliged to provide the
       section in question. In this case, the parties will agree upon a
       procedure for completion of the partial route. Should no agreement be
       achieved, each party will be entitled to give a 30 days notice of
       termination with regard to the appropriate partial route. HER, however,
       will be free to maintain this contract with regard to those sections of
       the partial route, where the impediments in this clause referred to. The
       legal consequences of the termination are determined under No. 6.2.5.,
       clauses 1 - 4.

1.2    ASSIGNMENT OF RIGHTS OF USE

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## grants to HER a right for free and unlimited use for
       telecommunications purposes of the LWL fibres provided to HER within the
       scope of this agreement. Not included in this right is the granting of
       blank LWL fibres ("DARK FIBRE") by HER to third parties; such use
       requires ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## consent. The consent will in any case be granted
       if in total a maximum of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## fibres will be left to third
       parties. As for the rest, Section 549 clause 1 sentence 2 BGB(4) will be
       contracted out.

---------------

(3) TKG = German abbr. Telekommunikationsgesetz=telecommunications law
(4) BGB = German abbr. Burgerliches Gesetzbuch = German Civil Code

<PAGE>   10


CONFIDENTIAL TREATMENT

                                       -5-

2.     Any property of and ownership in partial routes, completed or partially
       completed, will remain with ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
       A REQUEST FOR CONFIDENTIAL TREATMENT##, including the planning results;
       or, in case of the partial routes being leased, with the appropriate gas
       supply company. This will equally apply in case of a possible termination
       for partial routes.

3.     The functional sovereignty in the sense of the TKG is with HER.


1.3    INSTALLATION OF CUSTOMER-SPECIFIC CONNECTIONS

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will establish the branching points (branch sleeves) and
       cable constructions to be considered for installation according to HER
       specifications.

2.     In case of a later addition of exit points through HER, ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       will perform the connecting work in return for reimbursement of all
       incurring costs by HER.


1.4    EXCHANGE OF INFORMATION: DOCUMENTATION

1.     Exclusively for the purpose of project performance, the parties will 
       mutually provide information and documents necessary for further project
       planning and realization.

2.     For every partial route provided, ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will hand over to HER a line
       documentation on the scale 1:25,000. For interconnection points and
       passive branches the maps will be handed over on the scale 1:1,000 or
       1:2,000. These documentations will be handed over to HER latest 16 weeks
       after having provided a partial route. In addition, ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will
       provide HER with the documents on the scale 1:25,000, mentioned in this
       clause also in electronic form, in a common format on a disc. If
       applicable, HER will in addition also receive detailed documents in
       return for reimbursement of costs, to be exclusively used in connection
       with the project.




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CONFIDENTIAL TREATMENT

                                       -6-

2.     MODALITIES FOR FULFILMENT OF PERFORMANCES

2.1    PHASE CONCEPT

1.     The project is divided into three phases.

       a)  Part of the first phase are planning engineering, purchase and
           enforcement of the rights of way, obtaining of public-law approvals,
           negotiations about the support and, if necessary, about the purchase
           or the lease of existing installations with the gas supply companies
           as well as all other planning and preparatory actions to be performed
           in an expert manner by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
           A REQUEST FOR CONFIDENTIAL TREATMENT## ("PHASE 1"). The chronological
           order of planning and preparatory actions is described in the
           milestone schedule, Schedule 4, No. 1. to 34.

       b)  Part of the second phase are the provision of materials for the cable
           installation, giving of building orders, their execution and
           monitoring as well as provision of the partial routes by ##MATERIAL
           OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
           TREATMENT## ("PHASE 2"). The chronological order of the executional
           actions is described in the milestone schedule, Schedule 4, No. 36 to
           49 and No. 67 to 74.

       c)  Part of the third phase is that ##MATERIAL OMITTED AND SEPARATELY
           FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## leaves the LWL
           fibres to HER for use, furthermore, the attendance of the partial
           routes provided as well as, in particular, their maintenance by
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## ("PHASE 2").

       Further details of the phase concept, including a more detailed
       description of the actions according to the individual phases by
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##, are determined in the following clauses No. 2.2 to 2.6.

2.     The contractual partial routes and / or the individual sections of
       partial routes may differingly be in either phase 1 or phase 2. Phase 3
       only refers to whole partial routes.





<PAGE>   12



CONFIDENTIAL TREATMENT

                                       -7-

2.2    PHASE 1: PLANNING AND PREPARATION

1.     In this phase, the imponderabilities resulting from the influence of
       third parties in connection with purchase and / or enforcement of rights
       of way or obtaining of public-law approvals as well as the impacts of
       time pressure with regard to contract implementation - certain activities
       such as investigations with regard to nature conservation laws or wood
       felling can only be performed in certain seasons - will have a special
       impact. As far as ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## will execute these works in phase 1, the
       parties use HER's position in self-executing projects as a basis with
       regard to the take-over of the risks connected with the works in this
       phase - especially with regard to time schedules and terminations. This
       is taken into account by the regulations of this agreement regarding
       warranty, liability and termination rights, in particular the regulations
       under No. 2.9 and the regulations under No. 6 referring to phase 1.

2.     For the execution of phases 1 and 2 regarding all contractual partial
       routes, the parties proceed from the milestone schedule enclosed as
       SCHEDULE 4 ("MILESTONE SCHEDULE"). In this schedule, significant basic
       points / fractions of the contract execution in the phases 1 and 2 are
       defined ("MILESTONES") and provided with the projected dates ("TARGET
       DATES"). The milestone schedule first of all only serves for joint
       schedule follow-up with regard to those partial routes or sections where
       still phase 1 works are to be performed. If and in so far as in partial
       routes or sections phase 2 works will be started after completion of
       phase 1 works, the milestone schedule - adjusted according to No 2.3 if
       applicable - will be binding.

2.3    TRANSITION FROM PHASE 1 TO PHASE 2: CONSTRUCTIONAL RELEASE

1.     In case that all phase 1 planning and preparatory activities with regard
       to a partial route are completed on the target date projected in the
       milestone schedule, phase 2 will start for that appropriate partial
       route. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will forthwith start with the technical and
       constructional route establishment. With beginning of phase 2, the target
       dates determined in the milestone schedule for provision - defined as
       establishment weeks or days beginning with completion of phase 1 - will
       be binding subject to the regulation stated under the following No.
       2.3.4.




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CONFIDENTIAL TREATMENT

                                       -8-

2.     In case that all phase 1 planning and preparatory activities of a partial
       route will be completed on a date later than the target date projected in
       the milestone schedule, phase 2 works will be started on this partial
       route. The milestone schedule, however, will be adjusted, if applicable,
       according to clause 4. The adjusted milestone schedule will thereafter be
       binding for phase 2 works. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
       A REQUEST FOR CONFIDENTIAL TREATMENT## will forthwith start all technical
       and constructional route establishments.

3.     If and as soon as it can be foreseen that, for a partial route, phase 1
       cannot be fully completed on the date determined in the milestone
       schedule, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will inform HER about this fact.

       If immediate start of phase 2 works in individual sections of this
       partial route with regard to meeting the provision date is deemed to be
       sensible, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will suggest to HER to start phase 2 works in
       these sections of the partial route. 

       Between ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## and HER there is unanimity that, upon completion
       of phase 1 works for one section of at least 50 km, phase 2 will
       automatically be started for this section. Thus, the target dates
       determined in the milestone schedule - defined as establishment weeks or
       days - beginning with completion of phase 1 for provision of this section
       will be binding subject to the regulation under the following No. 2.3.4.
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will inform HER accordingly. As far as phase 1 will be
       completed in adjacent sections, phase 2 will also be automatically
       started for these sections implying the legal consequences described
       above; ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will inform HER accordingly.

       Something else will only apply if ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, for particular reasons,
       finds this inappropriate, if ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## informs HER about that by
       mentioning the reasons and if HER agrees to waiting within the scope
       suggested by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##. Should HER refuse to agree, phase 2 will be
       started for the appropriate section upon receipt of an appropriate notice
       from HER at ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##.

       As soon as the phase 2 works on individual sections of a partial route
       have been started, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## will, within the scope of the
       projected technical capacities, extend the building works




<PAGE>   14

CONFIDENTIAL TREATMENT
                                       -9-

       to other sections of this partial route on which phase 1 has not yet been
       finished, if this is advantageous in particular with regard to meeting
       the provision date. With regard to the liability for the works in these
       other sections, No. 6.1.1 as well as in addition 6.1.2 d) will apply.

4.     Prior to the start of phase 2 works in a partial route or a section,
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will check whether the original target dates determined in
       Schedule 4 can be met. The establishment period determined, beginning
       with end of phase 1 in the milestone schedule in weeks or days, will on
       principle remain unaffected hereof.. Should it turn out, however, upon
       completion of phase 1 that due to external influences beyond the control
       of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## or their vicarious agents, which even in case of
       expert-wise technical proceeding could not have been foreseen, such as
       route displacement due to unobtained authority approvals, authority
       orders or conditions, unforeseeable technical difficulties etc., special
       measures become necessary, the schedule will be adjusted to the thus
       resulting extent. This is, however, only applicable if due to the
       described external influences, the necessary additional time exceeds one
       week.

       Should the parties not achieve any agreement about the adjustment of the
       milestone schedule according to No. 7.11 as described in the clause 
       above, an independent expert will take the decision. The same is
       applicable for dissents about the question of the duration of an
       appropriate adjustment of the schedule. ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will continue the
       works, regardless of any possible dissents about the adjustment of the
       milestone schedule.

5.     In case that only individual sections of a partial route have proceeded
       to phase 2, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will still be obliged to provide the remaining
       sections of this partial route as soon as possible. ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## is
       entitled to execute phase 2 works in these sections at any time.

6.     The parties will immediately perform or grant in writing all notices or
       consents mentioned in this No. 2.3, latest within 3 working days.




<PAGE>   15



CONFIDENTIAL TREATMENT

                                      -10-

       The same is applicable for any information about the fact that any
consent will not be granted.

2.4    PHASE 2: ESTABLISHMENT OF THE PARTIAL ROUTE

1.     The establishment of partial routes will be effected by new establishment
       and / or lease of partial routes and / or acquisition of ownership of
       existing installations.

2.     As far as ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## has to newly establish partial routes or
       sections, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will perform or have performed all
       constructional and technical measures in phase 2 that are necessary to
       provide a partial route to HER on the provision date, complying with the
       specifications determined in Schedule 3 of this agreement.

       As far as the provision of the partial routes has to be effected by
       purchase or lease of existing partial routes or sections, ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       will conduct the appropriate negotiations. For these cases, the
       specifications according to Schedule 3 will not be binding.

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will strive for meeting the specifications, if possible.
       According to No. 1.1.5., HER will decide about the conclusion of
       appropriate lease or purchase contracts.

3.     With regard to warranty, liability and termination, No. 6.1.2 and 6.2.4
       will be applicable for phase 2 works.

2.5    TRANSITION FROM PHASE 2 TO PHASE 3: PROVISION

1.     Upon completion of the partial route, ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will perform a
       provision measuring and leave the partial route to HER for use
       (provision).

2.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will notice HER at least on week in advance about when the
       provision measuring will be performed. HER is entitled to participate in
       this provision measuring. The technical scope and the technical
       procedures are determined in the technical conditions (Schedule 3). Upon
       completion of the provision measurings, ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will hand over to HER
       copies of the measuring protocols, on a disc, too.


<PAGE>   16

CONFIDENTIAL TREATMENT

                                      -11-

       The partial route is provided according to the agreement if the
       specifications according to the technical conditions (Schedule 3) are met
       and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## proves this to HER by handing over appropriate
       verifications. Thereupon, HER is entitled to perform own measurings at
       the LWL cables.

       Should HER note that the partial route does not meet the specification,
       HER will inform ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## about this fact within 10 days after the
       above mentioned verifications having been handed over. Should the partial
       route not meet the specification and provided that HER has given notice
       to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## on time, the partial route is deemed not to have
       been provided.

       In any other case, the legal consequences of provisions will occur on the
       11th day after having handed over the verifications.

       As provision date according to No. 3.2.7.3 and No. 6.1.2 shall be deemed
       the day of the provision measuring.

3.     The above mentioned regulations will apply accordingly for a technically
       faulty partial route at the time of provision as long as the technical
       defaults are so insignificant that all LWL fibres stand at disposal and
       the transmission characteristics only differ so insignificantly from the
       specification that the operational use of the partial route is still
       possible.

4.     Should the partial route not comply with the specifications, ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       is forthwith obliged to create operational readiness of the partial route
       according to the specifications. ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will give notice to HER
       about the completion of the default elimination; then, the procedure for
       provision, as described above, shall be repeated.

       Should the elimination of the default not be achieved within an
       appropriate delay and should the elimination of the default fail, in
       spite of a period of grace of at least 4 weeks having been granted, HER
       will be entitled to terminate this partial route. The termination
       consequences result from No. 6.2.5.. Any compensation and warranty claims
       for HER with ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## do not exist, except for the contractual
       penalties provided for in No. 6.1.2.

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## already now assigns possible claims with subcontractors to
       HER. HER accepts this assignment.


<PAGE>   17

CONFIDENTIAL TREATMENT

                                      -12-

5.     Should it not be possible to perform the procedure according to the
       technical conditions (Schedule 3) because the appropriate system
       engineering locations do not stand at disposal, and provided that no case
       in the sense of No. 6.2.4 is present, HER will pay for the thus incurring
       additional routing costs. In this case, ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## can request a payment
       on account for the route costs incurred up to that date. Should, after
       expiry of another 90 days, the appropriate system engineering locations
       still not stand at disposal, No. 6.2.4. will apply.

2.6    PHASE 3: ATTENDANCE / MAINTENANCE

1.     The contractual period of use for each partial route is always ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##and starts with provision of the partial route in the sense of
       No. 2.5. Any delayed provision, compared to the target date determined in
       the milestone schedule, does not change the appropriate period of use of
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##after provision.

2.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## attendance and maintenance performances result from Schedule
       3. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will render these performances beginning with
       provision of the first partial route.

3.     Within the scope of maintenance and repair due to gas activities and / or
       due to displacements becoming necessary (road construction, etc.) the
       necessary planned times of closing down or turning off the LWL fibres are
       admissible within the scope of the contractual use. The planning and
       adjustment procedure for planned works is determined in Schedule 3
       (technical conditions).

4.     In case of interruptions of partial routes, the following will apply:

       a) Is the admissible outage time of ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## h/100 km/a -
       commercially rounded to full hours - exceeded due to malfunctions,
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will pay a contractual penalty to HER, regardless of who is
       responsible for the malfunction (lumb sum warranty of the network
       availability). For the determination of the amount, all outage times due
       to malfunctions (i.e. unplanned outage times) in the whole network as
       well as the route length of the whole network will be taken into
       consideration.

       The contractual penalty will be determined as follows:


<PAGE>   18

CONFIDENTIAL TREATMENT
                                      -13-

           The user fee pre-payment for the whole network resulting from No.
           3.2.6., i.e. the sum of the user fee payments for all partial routes,
           will be multiplied with a factor of ##MATERIAL OMITTED AND SEPARATELY
           FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## % and divided by
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## h; the result is the fictitious user fee per
           hour.

           Per hour of exceeded time, the contractual penalty is ##MATERIAL
           OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
           TREATMENT##-fold the fictitious user fee per hour. The exceeded time
           is calculated to minutes in this regard. The contractual penalty is
           limited to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
           FOR CONFIDENTIAL TREATMENT## hours of exceeding time per 100 km route
           length of the whole network, with regard to the amount.

           For the determination of the outage hours, the different numbers of
           LWL fibres of the cables affected by the outages are taken into
           account, converted to cables with ##MATERIAL OMITTED AND SEPARATELY
           FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## LWL fibres used by
           HER; should the cable have more than ##MATERIAL OMITTED AND
           SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## LWL
           fibres used by HER, the real outage time per outage is reduced to
           calculatory ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
           FOR CONFIDENTIAL TREATMENT## minutes per LWL fibre with over
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## LWL fibres used by HER. In case that the
           connection has got a length of more than 60 km between the system
           engineering locations, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
           A REQUEST FOR CONFIDENTIAL TREATMENT## additional hour per outage
           will be deducted. For the determination of outage hours, major
           damages or a possible loss of partial routes or the network will not
           be taken into consideration; for these cases, the regulation of No.
           2.6.4 e) will apply.

           The determination and payment of the contractual penalty will be
           performed every two years, the outage times due to malfunctions of
           the two recent years being added and the route length of the network
           being twice considered. For the calculation of the fictitious user
           fee, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## the value of the user fee pre-payment is
           taken as a basis. In case of an extension of the whole network by
           means of later contracts, the new partial routes and their outage
           times due to malfunctions will be calculated on a pro rata basis. If
           the whole network finally has got a length of more than ##MATERIAL
           OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
           TREATMENT## km upon completion of the appropriate two-year rotation,
           there will be a switch-over to annual calculation of the contractual
           penalty. Schedule 5 contains a calculation example.


<PAGE>   19

CONFIDENTIAL TREATMENT
                                      -14-

       b)  If the admissible inteference times (definition compare Schedule 3)
           are exceeded, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
           FOR CONFIDENTIAL TREATMENT## pays a contractual penalty according to
           the following table - unless ##MATERIAL OMITTED AND SEPARATELY FILED
           UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## proves that it is not
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## or their vicarious agents' fault; already a
           slight negligence is deemed to be a fault. The contractual penalty is
           payable in addition to a possibly payable contractual penalty
           according to No. 2.6.4 a).

<TABLE>


-----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>
    Exceeding of the admissible interference time of               Contractual penalty in DM per hour:
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
              FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
 for the first ##MATERIAL OMITTED AND SEPARATELY FILED       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
      UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##                REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
for the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A      ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##:                    REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
for the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A      ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##:                    REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------

</TABLE>

           In case that the cable in question has got more than ##MATERIAL
           OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
           TREATMENT## LWL fibres used by HER, the admissible interference time
           per interruption is increased by


<PAGE>   20

CONFIDENTIAL TREATMENT

                                      -15-

           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## minutes per LWL fibre with more than
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## LWL fibres used by HER. In case that the
           connection in question between the system engineering locations has
           got a length of more than ##MATERIAL OMITTED AND SEPARATELY FILED
           UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## km, the admissible
           interference time is increased by ##MATERIAL OMITTED AND SEPARATELY
           FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.

           Schedule 5 shows a calculation example.

           The regulation of this No. 2.6.4. b) is not applicable for major
           damages or loss. For these cases, No. 2.6.4. d) and e) will apply.

       c)  In case that an operational interruption has been caused by
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## or their vicarious agents by intent or by
           negligence (regardless of the degree of negligence), ##MATERIAL
           OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
           TREATMENT## will pay, in addition to the contractual penalties
           according to No. 2.6.4 b), a contractual penalty amount of DM
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT##.

       d)  In case that an operational interruption has been caused by
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## or their vicarious agents by gross
           negligence, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
           REQUEST FOR CONFIDENTIAL TREATMENT## will pay an additional
           contractual penalty amount of DM ##MATERIAL OMITTED AND SEPARATELY
           FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## to HER. A
           verification of any actual damage by HER is not necessary.




<PAGE>   21

CONFIDENTIAL TREATMENT

                                      -16-

       e)  A major damage or loss is existing in the sense of this agreement
           if the operational interruption cannot be remedied within 48 hours
           by use of all reasonable technical possibilities. In this case,
           HER is exempted from the obligation to pay the user fee for the
           period of the interruption caused by the major damage. ##MATERIAL
           OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
           TREATMENT## will immediately restore the partial route in
           question, also in case of a major damage.

5.     The regulations agreed upon in the above clause No. 2.6.4 are final for
       the cases regulated there. No further claims, particularly no claims for
       damages, user fee reductions or termination rights may be claimed in
       addition to the legal consequences.

2.7.   REPORTING, CONSENT BY HER

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## and HER will nominate for phase 1, phase 2 and phase 3 one
       responsible contact partner each.

2.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will report to HER on a regular basis about the project
       processes according to date and cost threshold data (time schedules and
       costs). HER shall be informed about which costs have been approved by
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## .

3.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will inform HER if it is necessary to deviate from the
       procedures described in this agreement, e.g. with regard to giving orders
       to subcontractors or to regulation of questions concerning rights of way.
       The parties of this agreement will agree how to proceed in these cases.

2.8    CONDITIONS FOR LEASE OR PURCHASE OF SINGLE ROUTES

Should a lease or purchase be necessary or sensible, ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will achieve
special agreements with HER about specification and legal-economic conditions of
lease or purchase. The sections for which this is applicable are marked in
Schedule 2.


<PAGE>   22

CONFIDENTIAL TREATMENT

                                      -17-

2.9    SPECIAL ARRANGEMENTS WITH REGARD TO RIGHTS OF WAY, PUBLIC-LAW APPROVALS
       AND COOPERATION WITH GAS SUPPLY COMPANIES


2.9.1  RIGHTS OF WAY ON PRIVATE PROPERTIES

1.     HER acknowledges that neither ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## nor the gas supply companies
       currently have contractually negotiated agreements with the property
       owners about the use of the properties required for realization of
       partial routes for general telecommunications.

2.     For their existing natural gas lines, the gas supply companies have
       limited personal servitudes and / or mandatory permission contracts
       according to which they are entitled to lay and operate long range gas
       lines with cables and accessories. It cannot be excluded that, with
       regard to individual sections, this authorization does not exist or does
       not fully exist or cannot be verified or obtained. This is equally
       applicable with regard to the gas supply companies having a holding in
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##.

3.     Should, due to existing and provable rights, the application of Section
       57 clause 1 Nr. 1 TKG be qualified ##MATERIAL OMITTED AND SEPARATELY 
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will strive for a
       rapid equalization with the property owners, for compensation of all
       claims according to Section 57 clause 2 TKG. As far as Section 57 TKG may
       not be applied, the rights of way for telecommunications should primarily
       be obtained by means of security interests. Alternatively, if no security
       interests can be obtained from the property owners, ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall
       use its best efforts to negotiate mandatory permission contracts with the
       property owners, for use of the properties for general
       telecommunications. Holders of rights may be those gas supply companies
       whose routes are used and who assign their legal position to ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       for execution.

4.     For equalization payments in connection with the toleration of laying the
       lines, the framework agreements concluded between the appropriate
       authorized farmer associations and the other property owner associations
       and the gas supply companies will prevail. Schedule 7 contains a
       description of the procedure as well as, in form of an example, such a
       framework agreement the threshold data of which are followed by the other
       framework agreements, too.


<PAGE>   23

CONFIDENTIAL TREATMENT

                                      -18-

       With regard to crossing routes of the Deutsche Bahn AG, the gas supply
       companies, being partners of ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, have come to a special
       agreement with the Deutsche Bahn AG. A copy of this agreement is enclosed
       to Schedule 7.

       These agreements are binding for realization of the partial routes.

5.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will inform HER about the legal and commercial arrangement
       with regard to the basic questions of obtaining rights of way within and
       outside the TKG.

       The proceeding and the engineering performances in connection with
       obtaining the rights of way and the execution of compensation payments,
       are described in Schedule 7 together with orientating values for the
       costs. In so far, only a service is owed; should further activities
       become necessary for obtaining and enforcement of rights of way in
       addition to those described in Schedule 7, these will be induced by
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##. Costs caused by these activities will be added to the costs
       for rights of way and the field compensations. Should it be foreseeable
       that the fixed orientating values will be exceeded due to this, such
       measures require HER's consent.

6.     Should it be foreseeable in the course of execution, that a proceeding
       according to Section 57 TKG is not possible due to lacking preconditions
       or lacking practical enforceability as expected, in the predominant
       number of cases any further proceedings have to be adjusted accordingly.
       The same is applicable if difficulties occur with obtaining rights of
       ways outside the TKG. In any case, where difficulties occur with the
       execution according to Section 57 TKG or with obtaining the rights of way
       outside the TKG which can result in exceeding the provision date or in
       the impossibility with regard to the provision of the appropriate partial
       route, the contract partner will discuss how to execute the contract as
       quickly as possible.

7.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## is not obliged to exceed the payments for obtaining rights of
       way projected in the framework agreements with the farmer associations.
       HER may thus not require such additional payments from ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.



<PAGE>   24

CONFIDENTIAL TREATMENT

                                      -19-

8.     The risk of non-obtainability or non-enforceability of rights of way and
       punctuality is exclusively with HER for the reasons described in the
       negotiations as well as in No. 2.2. Any liability for ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and
       their vicarious agents in connection with rights of way will be excluded
       subject to the subsequent regulations, unless any intent on the side of
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## is present. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## will, however, take its best
       endeavours to agree liability regulations with the vicarious agents in
       charge of providing local rights of way, as are usual in the line of
       business - except for the gas supply companies and any companies
       affiliated to them. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## will assign any thus resulting
       claims for damages to HER.

9.     HER's right to terminate partial routes at any time until constructional
       release according to No. 6.2.2. remains unaffected. For ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##, the regulation determined under No. 6.2.4 will apply.

2.9.2  RIGHTS OF WAY ON RAILWAY PROPERTIES, TRAFFIC ROUTES AND PUBLIC AREAS:
       FAILURE TO OBTAIN PUBLIC-LAW APPROVALS 

1.     With regard to possibly required public-law approvals and arrangements,
       No. 2.9.1 will apply accordingly.

2.     Public-law approvals in this sense are in particular those approvals or
       arrangements or contracts for use (e.g. contracts with the building
       charges promoters for the use of roads that become necessary)

       - in connection with crossing of traffic paths and layings along or in
         traffic paths
       - in connection with crossing of waterways or the establishment of
         installations in or at waters
       - for works in flooding-prone areas
       - for works which could have an impact on water economy
       - in connection with crossing of railway tracks


<PAGE>   25

CONFIDENTIAL TREATMENT

                                      -20-

       - in connection with the Federal Law for Nature Conservation and the laws
         for nature and landscape conservation of the Lander, the building laws
         or -if applicable- the laws concerning regional planning.

3.     If it is expedient or necessary for time schedule or other reasons with
       regard to the use of public (dedicated or so-called fiscal ) areas free
       of any user fee, that the appropriate approval for use on behalf of HER
       is obtained, HER will give the appropriate authority to ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       or their authorized agent. Internally, HER and ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will treat
       each other as if the approval had been granted to ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##. The
       granting of approvals to HER does not affect in any way ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       property rights.

2.9.3  COOPERATION WITH GAS SUPPLY COMPANIES

1.     For provision of the network inquired by HER, ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## needs the
       cooperation of additional gas supply companies. These have to consent in
       the use of their lines for laying of cable ducts and LWL cable
       installations; furthermore, their active cooperation is required in the
       form that they, for example, shall transfer rights of way for execution,
       provide documentations for network realization, etc.

2.     The gas supply companies needed for the inquired network are partially
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## partners; furthermore, ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## aims at securing the
       required support by means of contractual agreements with the appropriate
       gas supply companies. These obligations can only be achieved after this
       LWL contract being present.

3.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will endeavour to achieve the contractual agreements with
       regard to cooperation of the gas supply companies to the required extent.
       However, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will not be answerable to the success of these
       efforts. This is different with regard to the contractual agreements
       concerning cooperation of those gas supply companies being ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       partners. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## ensures that these agreements with the
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## partners have already been bindingly concluded and that they
       have assured their consent for the use of the lines as well as their
       supporting performances to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
       A REQUEST FOR CONFIDENTIAL TREATMENT## by means of contracts.


<PAGE>   26

CONFIDENTIAL TREATMENT

                                      -21-

3.     HER PERFORMANCES

3.1    PRINCIPLES OF PAYMENT DETERMINATION, DEFINITIONS

3.1.1  PRINCIPLES OF PAYMENT DETERMINATION

The payment to be paid by HER for use of the LWL cables comprises a user fee
pre-payment as well as an annual user fee and is calculated according to the
regulations subsequently described. The allocation to user fee pre-payments and
annual user fee payments will be subsequently described. Cost elements and
calculation examples are shown in SCHEDULE 5.

For determination of the user fee for partial routes and sections for which HER
is the initial user (see Schedule 2), the modified cost plus procedure
subsequently described, applies. According to that, the user fee is on principal
calculated by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT## on the basis of the costs incurring for route planning
and realization as long as these costs are not exempted from the calculation of
the user fee (user fee pre-payment and annual user fee) as payments to be
directly borne by HER due to this contract. Within the limits of the modified
cost plus procedure the user fee pre-payments and the annual user fee result
from the basis of a multiplication of certain factors with the amount of the
subsequently described costs. "Modified" is the cost plus procedure because, for
some items which are subsequently described in detail ("TECHNICAL COSTS" compare
No. 3.1.2), actually occurring deviations from the costs projected on the date
of the contract in project execution, will be shared between the parties
according to certain rules; this too, is described in detail under the
subsequent sub-clauses.

For partial routes and sections for which HER is second user, special conditions
apply (compare No. 4). In Schedule 2 it is determined for which partial routes
and sections HER is initial or second user. Special regulations also apply for
those partial routes and sections which are to be leased (compare No. 2.8).


<PAGE>   27

CONFIDENTIAL TREATMENT

                                      -22-

3.1.2  DEFINITIONS

1.     For determination of the costs relevant for the user fee, technical
       costs, costs for rights of way and field compensation as well as fixed
       costs will be taken into account.

       Among those are,

       a)  "TECHNICAL COSTS", the costs (Schedule 5, Part I) for

       -   Cables, 30 + 6 fibres, including assembly, assembly materials and
           sealing ends,

       -   Cable ducts and (pertaining) materials,

       -   Civil and underground engineering, including special buildings, 
           drainage repairs and reserves for drainage repairs,

       -   Crossing approvals (charges for technical and administrative tests),

       -   Engineering for technical  planning,  supervision  monitoring of 
           works except for the engineering for provision of rights of way and 
           the Central Project  Management of the General Engineering 
           Contractor.

       b)  "FIXED COSTS" are the costs for the pre-planning, project management,
           documentation taken over by ##MATERIAL OMITTED AND SEPARATELY FILED
           UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## as well as the costs for
           the Central Project Management of the General Engineering Contractor.

       c)  "COSTS FOR RIGHTS OF WAY AND FIELD COMPENSATION COSTS", the
           equalization payments to property owners, servitude compensations and
           similar payments, charges for use and administration, special
           compensations, charges, expenses, engineering performances for the
           projected obtaining and enforcement of rights of way and other costs
           for provision of rights of way and rights of way (Schedule 5, Part
           II) as well as costs for field compensations and nature conservation
           measures as well as the procedures required in this regard.


<PAGE>   28

CONFIDENTIAL TREATMENT

                                      -23-

2.     In general, only those costs will be taken into account for the
       determination of the user fee that have actually incurred. The obligation
       to produce proves is with ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## (compare No. 3.4), except for the
       agreed fixed costs. The "ACTUAL TOTAL COSTS" are the sum of the actual
       technical costs, the costs for rights of way and field compensation as
       well as the fixed costs.

3.2    THE MODIFIED COST PLUS PROCEDURE

3.2.1  FUNDAMENTALS OF USER FEE DETERMINATION ACCORDING TO THE COST PLUS
       PROCEDURE.

       The user fee consists of a user fee pre-payment and an annual user fee.
       These are determined on the basis of the technical costs, the costs for
       rights of way and field compensation as well as the fixed costs according
       to the procedure subsequently described.

3.2.2  CONTRACTUAL MEAN VALUE

       In Schedule 6 a "CONTRACTUAL MEAN VALUE" is determined for every partial
       route per meter partial route length for the technical costs. This value
       corresponds with the technical costs expected by the contract partners,
       referring to the partial route lengths expected by the contract partners.

       Should, due to difficulties with obtaining and enforcement of rights of
       way and public-law approvals, diverted routes, route length, increases or
       decreases become necessary, the contractual mean values will be adjusted
       by adding or deducting the projected additional or reduced costs to or
       from the projected technical costs and by dividing the result by the new
       expected partial route length.

3.2.2  CALCULATION VALUE FOR TECHNICAL COSTS

       The "CALCULATION VALUE FOR TECHNICAL COSTS" to be taken into account for
       determination of the user fee, is determined as follows:


<PAGE>   29

CONFIDENTIAL TREATMENT

                                      -24-

1.     After provision, the actual technical costs for every partial route will
       be determined by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT##.

       The drainage repairs are to be considered for the determination of the
       actual technical costs with the amount of the reserves described in
       Schedule 6. Latest 2 years after provision of a partial route, a
       re-determination shall be performed by means of the actual costs for
       drainage repairs in the appropriate partial route and - if applicable - a
       retroactive correction shall take place. Later incurring drainage repair
       costs will no longer be included into the actual technical costs.

2.     After provision, the contractual mean value is multiplied with the actual
       length of the partial route for every partial route. The result forms the
       "CONTRACTUAL VALUE". The actual length results from the actual length of
       the cable ducts.

3.     The calculation value of the technical costs corresponds with the actual
       technical costs, however, it may not be higher than the contractual
       value.

3.2.4  COMPENSATORY RIGHTS OF WAY AND FIELD COSTS

       For every partial route, the actual rights of way and field compensation
       costs will be determined by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
       A REQUEST FOR CONFIDENTIAL TREATMENT##.

3.2.5  CALCULATION VALUE OF THE OVERALL COSTS

       The "CALCULATION VALUE OF THE OVERALL COSTS" for every partial route is
       the sum of the calculation value for the technical costs, the fixed costs
       according to Schedule 6 and the actual costs for rights of way and field
       compensation.

3.2.6  COMPENSATORY USER FEE PRE-PAYMENT

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##% of the calculation value for the overall costs will be paid
       by HER as a user fee pre-payment.

2.     In case that more than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## overall length of all partial routes
       are provided within the limit of the modified cost plus procedure,
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##% of the calculation value for the overall costs will be paid
       by HER as a user fee pre-payment.


<PAGE>   30

CONFIDENTIAL TREATMENT

                                      -25-

3.     In case that the preconditions for the reduction of the user fee
       pre-payment according to the above clause with regard to the overall
       length of the partial routes to be provided within the limits of the
       modified cost plus procedure, will only be fulfilled at a later point in
       time, the user fee pre-payment at the time of provision of the
       additionally provided partial routes will be reduced also for the
       previously provided partial routes, provided that the additionally
       provided partial routes have been made subject matter of the contract
       latest by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##. The reimbursement of possibly overpaid amounts
       will be effected by means of offset against the user fee payments.

3.2.7. INCREASE IN THE USER FEE PRE-PAYMENT

1.     Should the actual technical costs exceed the contractual value, the user
       fee pre-payment will be increased according to No. 3.2.6 by ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##% of the differential amount.

2.     Should the actual technical costs be of less value than the contractual
       value, the user fee pre-payment will be increased according to No. 3.2.6
       by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##% of the differential amount. This increase in
       the user fee pre-payment due to this lower deviation to the contractual
       value will not be applicable, however, if the partial route in question
       is not fully and duly provided latest by ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.

3.     In case that a partial route is handed over before ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## the user
       fee pre-payment will be increased according to No. 3.2.6 by the
       percentages of the budgeted value of the overall costs for the partial
       route affected by the lower deviation to the time schedule, as is shown
       in the following table. The "BUDGETED VALUE OF THE OVERALL COSTS" is the
       budgeted value determined in Schedule 6, corresponding with the planning
       status on the date of contract for the overall costs necessary for the
       establishment of the partial route.

<TABLE>

<CAPTION>

-----------------------------------------------------------------------------------------------------------------
PREMATURE PROVISION BY                                   PERCENTAGE
-----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                                               
< or = 1 week                                            ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 1 week, < or = 2 weeks                                 ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 2 weeks, < or = 3 weeks                                ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 3 weeks                                                ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>   31

CONFIDENTIAL TREATMENT

                                      -26-

       Thus, the increase amounts to max. ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##%.

4.     The increase amounts with regard to the user fee pre-payment will be
       determined by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## upon the final invoice being issued and they are
       due 30 days after the final invoice having been issued.

5.     The increase amounts of the user fee pre-payment according to No. 3.2.6,
       described in this No. 3.2.7, will not be considered for the calculations
       according to No. 2.6.4.

3.2.8  ANNUAL USER FEE

1.     The remaining user fee shall be paid as an annual user fee payment and
       results from the multiplication of the calculation value of the overall
       costs with the capital cost factor.

2.     The capital cost factor is:

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##.

3.     Should more than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## km overall length of all partial routes
       within the limits of the modified cost plus procedure be provided, the
       capital cost factor is:

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##

4.     In case that the preconditions for the reduction of the capital cost
       factor according to No. 3.2.8.3 with regard to the overall length of the
       partial routes to be provided within the scope of the modified cost plus
       procedure are only fulfilled at a later point in time, the capital cost
       factor of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##% p.a. applies from the date of provision of the
       additionally provided partial routes also for the previously provided
       partial routes.


<PAGE>   32

CONFIDENTIAL TREATMENT

                                      -27-

3.3    INCREMENTAL COSTS UPON HER'S REQUEST

Incremental costs, incurring due to the fact that the line is left for use upon
HER's request and the cable is lead in a detour line, will be treated as
follows:

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## shall determine the incurred incremental costs as well as the
       costs lost due to the change. For determination of the actual costs
       according to No. 3.2, the incremental and the lost cost will not be taken
       into account.

2.     The incremental costs as well as the lost costs will be paid by HER to
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##.

3.4    AUDITING RIGHT

HER has got the right for inspection and auditing of the documents on which
invoicing of items settled in the modified cost plus procedure as well as the
incremental costs upon HER's request are based and may even use an auditor for
this purpose.

3.5    SPECIAL ADJUSTMENT OF USER FEE

3.5.1  PRINCIPLE

1.     Should ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## succeed in a cost-saving additional marketing to
       other interested parties, the user fee to be paid by HER, will be
       adjusted down.

       A cost-saving additional marketing in this sense is present if the
       investment to be borne by HER can be co-used by ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## in a way
       that

       o   futher cables are laid by ##MATERIAL OMITTED AND SEPARATELY FILED
           UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and marketed to third
           parties in the cable duct in which the cable for HER is laid, or

       o   in case that simultaneously with the laying of the above mentioned
           cable duct, further ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
           REQUEST FOR CONFIDENTIAL TREATMENT## cable ducts are also laid and
           these are marketed to third parties by laying of further cables.


<PAGE>   33

CONFIDENTIAL TREATMENT

                                      -28-

2.     The adjustment of the user fee is effected by a reduction of the annual
       user fee for the section in question. The annual user fee for the
       appropriate partial route will be reduced for every year of additional
       marketing - and, if applicable, also on a pro rata basis with regard to
       time - by the "REDUCTION AMOUNT" to be determined according to the rules
       described below. Possibly exceeding amounts will be paid by ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##to HER in semi-annual intervals on the appropriate due dates
       projected by HER for the annual user fee payments owed, and , if
       applicable, on a pro rata basis with regard to time.

       The reduction will be granted for the appropriate period of the actual
       additional use. The reduction will end latest with the expiry of the
       basic use period (No. 7.2.1) of the present LWL agreement.

3.     For the determination of the reduction amount, first of all the actual
       additionally marketed meter length in meters has to be determined. Then,
       the proportional establishment costs for the additionally marketed
       section are determined. For this, the costs for the cable and the cable
       duct provided to HER will be deducted according to their appropriate
       lengths from the costs for the establishment of the section to be
       determined according to No. 3.1. The resulting amount will be multiplied
       with a factor of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT##%. The reduction amount results from the
       application of the reduction percentages stated in the table below to the
       result.

       For this purpose, column (1) has to be referred to, if at the time the
       additional marketing is started altogether, and including the sections to
       be additionally marketed, up to ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##of the partial route length
       are subject to an additional marketing. Column (2) is to be referred to
       if at the time the additional marketing is started altogether and
       including the sections to be additionally marketed, more than ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##of the partial route length are subject to an additional
       marketing. Column (3) is to be referred to if, at the time the additional
       marketing is started altogether, and including the sections to be
       additionally marketed, more than ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##of the partial route length
       are subject to an additional marketing.

       Line (1) is to be referred to if the additional marketing is effected in
       a way that the LWL cable for the additional marketing is laid and used in
       the course of the building measures. Line (2) is to be referred to if the
       additional marketing starts within ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## months after provision
       to HER. Line (3) is to be referred to in all remaining cases.


<PAGE>   34

CONFIDENTIAL TREATMENT

                                      -29-

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                           Adjustment of the user fee in case of additional marketing
-----------------------------------------------------------------------------------------------------------------
                                     column (1)                  column (2)                  column (3)
                                  for the sections            for the sections            for the sections
                                up to L = ##MATERIAL       ##MATERIAL OMITTED AND      ##MATERIAL OMITTED AND
                               OMITTED AND SEPARATELY     SEPARATELY FILED UNDER A    SEPARATELY FILED UNDER A
                              FILED UNDER A REQUEST FOR   REQUEST FOR CONFIDENTIAL    REQUEST FOR CONFIDENTIAL
                              CONFIDENTIAL TREATMENT##           TREATMENT##                 TREATMENT##
-----------------------------------------------------------------------------------------------------------------
<S>                           <C>                         <C>                         <C>
line (1):                      ##MATERIAL OMITTED AND      ##MATERIAL OMITTED AND      ##MATERIAL OMITTED AND
                              SEPARATELY FILED UNDER A    SEPARATELY FILED UNDER A    SEPARATELY FILED UNDER A
reduction percentage ("F")    REQUEST FOR CONFIDENTIAL    REQUEST FOR CONFIDENTIAL    REQUEST FOR CONFIDENTIAL
                                     TREATMENT##                 TREATMENT##                 TREATMENT##
-----------------------------------------------------------------------------------------------------------------
line (2):                      ##MATERIAL OMITTED AND      ##MATERIAL OMITTED AND      ##MATERIAL OMITTED AND
                              SEPARATELY FILED UNDER A    SEPARATELY FILED UNDER A    SEPARATELY FILED UNDER A
reduction percentage ("F")    REQUEST FOR CONFIDENTIAL    REQUEST FOR CONFIDENTIAL    REQUEST FOR CONFIDENTIAL
                                     TREATMENT##                 TREATMENT##                 TREATMENT##
-----------------------------------------------------------------------------------------------------------------
line (3):                      ##MATERIAL OMITTED AND      ##MATERIAL OMITTED AND      ##MATERIAL OMITTED AND
                              SEPARATELY FILED UNDER A    SEPARATELY FILED UNDER A    SEPARATELY FILED UNDER A
reduction percentage ("F")    REQUEST FOR CONFIDENTIAL    REQUEST FOR CONFIDENTIAL    REQUEST FOR CONFIDENTIAL
                                     TREATMENT##                 TREATMENT##                 TREATMENT##
-----------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   35

CONFIDENTIAL TREATMENT

                                      -30-

       The reduction percentages for the sections, subject to an additional
       marketing at the time of the appropriate user fee adjustments, will be
       re-calculated according to the rules for the subsequent time above, in
       case of new additionally marketed sections.

       This table applies as long as more than ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## km overall length are
       provided within the scope of the modified cost plus procedure. Should
       this condition not apply, the reduction percentages will be reduced by
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## percentage points each.

       Calculation examples are shown in Schedule 5. In case that this
       additional cost-saving marketing contained in No. 3.5 exceeds one
       additional user, the appropriate reduction percentages of the above table
       will be increased by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## percentage points for the sections
       in question.

4.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will inform HER immediately about any additional marketing of
       partial routes or sections.


<PAGE>   36

CONFIDENTIAL TREATMENT

                                      -31-

3.5.2  EXCEPTIONS: EXISTING LWL CABLES AND CABLE DUCT ROUTES

       The rules for additional marketing do not apply to the partial routes and
       sections that are not subject to the payment determination according to
       the modified cost plus procedure.

3.5.3  EXCEPTIONS: CO-LAYING FOR GAS SUPPLY COMPANIES

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##. As long as the section in question is established within the
       scope of the cost plus procedure, ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will only include ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##% of the actual costs into the actual overall costs; the costs
       for LWL cables and cable ducts will, however, in case of a joint use of a
       cable duct, be proportionally allocated to the appropriate user (HER or
       gas supply companies, respectively).

       In this case, No. 3.5.1 does not apply.

3.5.4  OPERATING FIBRES

       The gas supply companies to participate in the project, are currently
       changing over their communication technology for the gas supply to LWL
       cables in order to meet the technical requirements and to substitute the
       copper cables that will be taken off operation within the next few years.

       Beyond the projected ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## LWL fibres in addition to the cables
       for operational purposes of gas supply designated to HER within the scope
       of the project, the gas supply companies are entitled to have up to
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## more LWL fibres laid exclusively for purposes of the gas
       business; all thus incurring costs will be borne by the gas supply
       companies. The gas supply companies will be granted fractional ownership
       in the cable according to this fibre share.

       Any incremental costs thus incurring for operational purposes (e.g.
       sleeves) will be borne by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## or the appropriate gas supply
       company, respectively.


<PAGE>   37

CONFIDENTIAL TREATMENT

                                      -32-

3.6    OPERATING AND ADMINISTRATION COSTS

       For the operating and administration costs, including service and
       maintenance of the fibre optic cables, HER will pay to ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## a fixed
       annual payment ("maintenance payment") of:

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##

3.7.   ADJUSTMENT OF PAYMENTS

3.7.1  ADJUSTMENT OF THE PAYMENT FOR OPERATION AND ADMINISTRATION

1.     The maintenance payment according to No. 3.6 is subject to the following
       adjustment:

       a)  The remuneration has to be adjusted to the development of the
           collectively agreed remunerations and the factory prices for
           industrial goods according to the following formula:

           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT##

           P = the appropriate new annual payment for operation and
           administration

           P(0) = the annual payment for operation and administration on the
           date of contract conclusion

           L = the appropriate applicable table remuneration for the employee
           listed under L0 according to the collectively agreed remuneration
           contract under L0

           L(0) = the table remuneration for an employee according to the
           collectively agreed remuneration contract dd. 25.06.1996 for
           employees paid according to the collectively agreed contract for
           companies affiliated to the Arbeitgeberverband von Gas-, Wasser- und
           Elektrizitatsunternehmen e.V., Essen (employers' association for gas,
           water and electricity companies e.V., Essen) based on the outline
           collective agreement dd. 17.07.1989/23.06.1993/04.09.1997,
           remuneration group 7, grade 8: DM 4,458.00 /month.

<PAGE>   38

                                      -33-

           I = The appropriate published annual average value of the index of
           the factory prices mentioned under I(0)

           I(0) = Annual average value for 1998 of the index of the factory
           prices for industrial goods (domestic sales), Germany. "Investment
           goods" published by the Federal Statistical Office in Wiesbaden in
           special series 17 - sequence 2 "Prices and price indexes for
           industrial products (factory prices)". Basis 1991 = 100. Annual
           average for 1995 = 106.1.

       b)  In case that the table remuneration L is changed, the remuneration P
           is newly formed. In case that this change is effected until the 15th
           of a month (including the 15th) the adjustment will take effect with
           the beginning of that month. Otherwise, it will take effect with the
           first day of the following month.

       c)  Future changes of the payments an/ or other performances, (including)
           changes of working and holiday periods, which are performed on the
           basis of legal or collectively agreed regulations against the
           existing working hours of 165 hours/month and the holiday period of
           30 working days per calendar year existing on 01.04.1996 at eight
           free days according to the work schedule within four calendar weeks
           as well as the existing legal and collectively agreed social benefits
           of and / or for all employees of the remuneration group mentioned
           under L(0), will be considered and - in general for the the next due
           salary adjustment date - added to the appropriate applicable table
           remuneration.

       d)  Should this collectively agreed contracts mentioned under L(0) be
           substituted or changed the collectively agreed contracts to
           substitute or change them will take their places.

       e)  The annual average value of the index of the factory prices I will be
           taken as the basis for the determination of the payment in the
           following calendar year. In case that the Federal Statistical Office
           in Wiesbaden determines a different base for the investment products'
           index after contract conclusion or later adjustments, this change of
           the base has to be considered by application of the official
           concatenation factor.


<PAGE>   39

CONFIDENTIAL TREATMENT

                                      -34-

       f)  In case that the index mentioned under a) should no longer be
           published by the Federal Statistical Office in a comparable way, the
           contract partners will make an agreement which will as far as
           possible correspond with the basic economic idea of the regulation
           described under a) to e).

       g)  Adjustments according to b) between two payment dates will be taken 
           into account by subsequent settlement on the next payment date on a 
           pro rata basis.

2.     Should this adjustment agreement according to clause 2 require an
       approval from the authorities in charge of foreign exchange approvals
       according to Section 3 of the Currency Law ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will obtain
       it. Both contract parties undertake to assist in the application of
       approvals if necessary and to make all required statements. Should the
       approval be refused, the parties will agree a different approval-free
       regulation, economically corresponding as much as possible with the joint
       intentions of the adjustment regulation.

3.     In case of re-layings of LWL cable installations (e.g. due to road
       building measures) the thus incurring costs will be borne by HER for
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## In case that the LWL cable installations are used by several
       telecommunications companies, these costs will be borne by HER in
       accordance to their share of use.

4.     With regard to the market prices of comparable services, the development
       of the maintenance technology and the operational experiences, the
       contract partners will verify the adequacy of the maintenance payment
       every ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## years. In case of significant changes of the
       calculation fundamentals, the contract partners will agree measures to be
       taken and, if applicable a reasonable adjustment of the maintenance
       payment.

3.7.2  ADJUSTMENT OF THE ANNUAL USER FEE

1.     The annual user fee according to No. 3.2.8 and No. 3.5.1 will be linked
       and adjusted at the beginning of a year with the annual average value of
       the preceding year according to the formula below for securing of the
       actual capital maintenance of the invested owned capital to the
       development of the annual average value of the index of the factory
       prices of industrial products (domestic sales), Germany,


<PAGE>   40

CONFIDENTIAL TREATMENT

                                      -35-

       "investment goods" published by the Federal Statistical Office in
       Wiesbaden in special series 17 - sequence 2 "Prices and price indexes for
       industrial products (factory prices)" (basis 1991 = 100. Annual average
       for 1995 = 106,1).

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##

           P    =   the appropriate new annual user fee

           P(0) =   the annual user fee at the date of contract conclusion

           I    =   the appropriate published annual average value of the index
                    of the factory prices mentioned under I(0)

           I(0) =   annual average value for 1998 of the index of the factory
                    prices of industrial products (domestic sales), Germany,
                    "investment goods" published by the Federal Statistical
                    Office in Wiesbaden in special series 17 - series 2 "prices
                    and price indexes for industrial goods (factory prices)",
                    basis 1991 = 100. Annual average for 1995 = 106,1.

2.     Should this adjustment agreement according to 3.7.2.1 require the
       approval of the authority in charge for foreign exchange approvals
       according to Section 3 Currency Law, ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will obtain it. Both
       contract parties undertake to assist in the application for the approval,
       if necessary, and to give the required statements. Should the approval be
       refused the parties will agree a different approval-free regulation which
       will economically correspond as much as possible with the joint intent of
       the adjustment regulation.

3.     In the case that the Federal Statistical Office in Wiesbaden changes the
       basis for the investment goods index after contract conclusion or later
       adjustments this change of the basis has to be taken into account by
       application of the official concatenation factor.

       Should the investment goods index be cancelled or significantly changed
       in its meaning, e.g. by a currency conversion, the contract partners


<PAGE>   41

CONFIDENTIAL TREATMENT

                                      -36-

       will agree a new index which will economically correspond as much as
       possible with the regulation under No. 3.7.2.1. The contract parties,
       however, do not intend to adjust the annual user fee to the turnover,
       price or revenue development in the telecommunication service sector.

4.     SPECIAL PROVISIONS FOR THE PARTIAL ROUTE ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##

       For the partial route ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT##the provisions of this agreement
       apply, unless otherwise determined.

4.1    CABLE SPECIFICATIONS

       In the section ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## LWL fibres will be provided to HER in an
       already existing cable. With regard to the quality of the cable, the
       specifications according to Schedule 3a will apply.

4.2    USER FEE

       The user fee for the partial route ##MATERIAL OMITTED AND SEPARATELY
FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##will be firmly agreed and
consists of:

       -   a user fee pre-payment of:   DM ##MATERIAL OMITTED AND SEPARATELY 
                                        FILED UNDER A REQUEST FOR CONFIDENTIAL
                                        TREATMENT##

       -   an annual user fee of:       DM ##MATERIAL OMITTED AND SEPARATELY 
                                        FILED UNDER A REQUEST FOR CONFIDENTIAL
                                        TREATMENT## p.a.

       The modified cost plus procedure (No. 3.2, No. 351) does not apply. There
       will be no increases in the user fee pre-payments according to No. 3.2.7.

       The annual user fee is subject to the adjustment according to No. 3.7.2.

       When determining the firmly agreed user fee the parties assume that for
       the establishment of the route in the section ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, the costs
       for the rights of way do not exceed the amount of DM ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##/m and
       that no costs for rights of way will incur in the section ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##.


<PAGE>   42

CONFIDENTIAL TREATMENT

                                      -37-

       All additional costs for rights of way incurring in excess to the above
will be borne by HER to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT##as an additional user fee pre-payment.

4.3    LIABILITY AND WARRANTY, DATE OF PROVISION

       As far as for the partial route ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##phase 1 performances are
       still to be effected according to No. 2.2, the provisions under No.
       6.1.1.1 and No. 6.1.1.2 will apply accordingly with regard to the
       liability and the warranty.

       The binding provision date for the partial route ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##is the
       01.04.1998. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## will, however, take all efforts to have the
       partial route established by an earlier date already. Upon HER's request
       provision will not be effected before the 01.04.1998 when HER does not
       yet have the system engineering locations available on this route.

       Between ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## and the proprietors of the LWL cable
       installation ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##, the ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##and the ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##,
       negotiations take place about the provision of this section for the
       purposes of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## and the purchase of fractional property.
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## cannot grant the successful completion of these negotiations,
       however, in case that the contractual negotiations fail, HER and
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will be free from any obligations with regard to the whole
       partial route ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##. In this case, the pre-payment effected
       according to No. 4.6, will be immediately reimbursed by ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       to HER.

       In case of the provision date being exceeded due to an intent or
       negligence on the side of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## or their vicarious agents
       (regardless of the degree of negligence), ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall pay
       to HER a contractual penalty according to the following table:


<PAGE>   43

CONFIDENTIAL TREATMENT

                                      -38-

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Provision delayed by                                     Contractual penalty
-----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                                               
< or = 1 week                                            ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 1 week, < or = 2 weeks                                 ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 2 weeks, < or = 3 weeks                                ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 3 weeks                                                ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
</TABLE>

       The contractual penalty thus amounts to max. ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##%.

       The percentages relate to the user fee pre-payment according to No. 4.2.

       An assignment of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## claims with subcontractors for contractual
       penalties, compensations for damages and warranty to HER shall not take
       place for this partial route. Any further liability for the contractual
       and other obligations on the side of ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, in particular
       compensations for damages and / or liability for subsequent damages,
       shall be excluded, except for cases of intent on the side of the legal
       representatives.


<PAGE>   44

CONFIDENTIAL TREATMENT

                                      -39-

4.4    ATTENDANCE / MAINTENANCE

       For the determination of the outage hours according to No. 2.6.4 a) in
       the section ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## in addition to the reductions provided for in
       No. 2.6.4 a), a calculatory reduction of ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## hours will
       be taken for every outage, in the section ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##a reduction
       of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## hours.

       The admissible interference times according to No. 2.6.3 b) are
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##hours for the section ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##and ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## hours for
       the section ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##.

4.5    TERMINATION BY THE INITIAL USER

       For this partial route ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## already concluded a contract with a
       different telecommunications company. In this partial route, Her is
       secondary user. If and in so far as the contract between ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       and the other telecommunications company is terminated, ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       will make an offer to HER about the possible change


<PAGE>   45

CONFIDENTIAL TREATMENT

                                      -40-

       of this contract with regard to the sections in questions, at the
       conditions projected in this contract between HER and ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for use
       as initial user.

4.6    PAYMENT TERMS

       The user fee pre-payment according to No. 4.2 shall be due in two equal
       instalments 14 days after conclusion and coming into effect of this
       contract according to No. 7.14 as well as 14 days after provision of the
       partial route.

5.     SUPPORT FOR DETERMINATION AND REALIZAITON OF SYSTEM ENGINEERING LOCATIONS

5.1    USE OF STATION / SYSTEM ENGINEERING LOCATIONS

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will take its best endeavours to procure to HER within the
       target areas, to be determined by HER two technically qualified and
       public-law approvable locations or areas per 75 km each, which are
       useable under consideration of the local conditions at economically
       appropriate conditions, for the accomodation of HER system engineering.
       In this sense, useable means the possibility to purchase, lease, rent or
       use in any other way by HER.

2.     HER shall determine in writing within two weeks after information about
       the locations under consideration by ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, for which of these
       two locations negotiations about purchase, lease, rent or use in any
       other way shall be continued for HER. In accordance with this
       determination, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## will take its best endeavours to present a
       contract with the appropriate authorized person that is signed by this
       person and that only will have to be countersigned by HER as contract
       partner of the third party.

3.     The precondition for the start of negotiations by ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## is that HER
       and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## have unanimously agreed the relevant basic
       points of the contract to be concluded with the authorized person; the
       parties will take their best endeavours


<PAGE>   46

CONFIDENTIAL TREATMENT

                                      -41-

       to achieve agreement until the milestone date "determination of location
       and container specification" (Schedule 4, No. 54).

4.     For the search for accomodation possibilities for the HER system
       engineering, the following model course of actions shall be the basis:

       a)   HER has named to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
            REQUEST FOR CONFIDENTIAL TREATMENT## desired locations in form of
            geographic target coordinates. ##MATERIAL OMITTED AND SEPARATELY
            FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## will first of all
            search for accomodation possibilities in the target coordinate.

       b)   Should the search for location be without success in or near the
            target coordinate, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
            REQUEST FOR CONFIDENTIAL TREATMENT## will take its best endeavours
            to verify accomodation possibilities within a radius of 5 kilometers
            around the target coordinate.

5.     The technical basic specification for the system engineering locations is
       shown in Schedule 3. The detailed specifications required for the
       verification shall be handed over to ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## on the milestone dates
       named in the milestone schedule (Schedule 4).

6.     As regards commercial matters, the following principles shall apply for
       the use of system engineering locations:

       a)  In general, the basis for determination of the payment of a co-use of
           buildings of gas supply company stations is the proportional
           calculatory lease. In case of co-use of an area leased by the gas
           supply companies, an agreement with regard to the proportional lease
           for HER has to be aimed at.; in case of areas being co-used that are
           property of the gas supply companies, an appropriate reasonable lease
           for HER has to be aimed at.

       b)  Should ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## not succeed in procuring locations for
           system engineering, HER will check whether an adjustment of the HER
           route planning is possible. The additional or reduced costs incurring
           due to such a change shall be borne by HER or shall be in favour of
           HER, respectively. The additional costs for LWL cables and other
           planning performances procured by ##MATERIAL OMITTED AND SEPARATELY
           FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## that are to be
           determined by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
           FOR CONFIDENTIAL TREATMENT## and to be invoiced to HER


<PAGE>   47

CONFIDENTIAL TREATMENT

                                      -42-

       will be reimbursed to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## by HER. Possibly incurring
       additional costs for their system engineering shall be borne by HER.

       c)     Should no adjustment of the route planning be possible or desired
              by HER, HER shall have a termination right according to No. 6.2.4.

5.2    PLANNING AND HANDLING ENGINEERING - FOR SYSTEM ENGINEERING LOCATIONS


1.     Besides the performances determined under No. 5.1, ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall
       perform the planning and processing engineering for container locations
       according to Schedule 3, sections 7.3 and 7.4 for HER.

2.     Engineering performances for the planning and realization in case of
       accomodation in existing rooms shall be agreed in the individual case,
       including the payment.

3.     In the milestone schedule (Schedule 4) the milestone dates and
       proceedings for the decisions and standards to be determined by HER (No.
       52 to 54, No. 57 and No. 58) and supplies to be provided (No. 62) as well
       as the milestone dates and proceedings for the planning and processing
       engineering to be provided by ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## (No. 55 and 56, No. 59 to 61
       and No. 63 to 65) are bindingly listed.

5.3    PAYMENT

1.     For the engineering performances listed above, ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall
       receive the following payments by HER:

       a) Locations outside of facilities or fenced areas of existing gas supply
          stations:

<TABLE>
<S>                                                        <C>  
       location selection, per target coordinate           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
                                                           REQUEST FOR CONFIDENTIAL TREATMENT##

       acquisition of right, per location                  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
       (Schedule 3, clause 7.2)                            REQUEST FOR CONFIDENTIAL TREATMENT## 
</TABLE>


<PAGE>   48

CONFIDENTIAL TREATMENT

                                      -43-

<TABLE>
<S>                                                        <C>
       planning and processing engineering, per location   ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
       (Schedule 3, clauses 7.3 and 7.4)                   REQUEST FOR CONFIDENTIAL TREATMENT## 

       LWL connecting line supply
       increase price for engineering
       per m solo line starting from pipeline line         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
                                                           REQUEST FOR CONFIDENTIAL TREATMENT##
</TABLE>

       b) Locations within facilities or fenced areas of existing gas supply
          stations:

<TABLE>
<S>                                                        <C>
       location selection, acquisiton of right, planning
       and processing engineering
       (Schedule 3, clauses 7.1 - 7.4) per location        ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
                                                           REQUEST FOR CONFIDENTIAL TREATMENT##

       LWL connecting line supply,
       increase price for engineering
       per m solo line starting from pipeline line         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
                                                           REQUEST FOR CONFIDENTIAL TREATMENT##
</TABLE>

2.     The payments for each location shall be due upon execution of the
       appropriate working step listed in Schedule 3, 30 days after invoice date
       by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##.

6.     WARRANTY, LIABILITY, TERMINATION RIGHTS

6.1    WARRANTY AND LIABILITY.

Unless otherwise provided for in this agreement the following stipulations for
warranty and liability shall apply:

6.1.1  STIPULATIONS FOR WARRANTIES AND LIABILITY IN PHASE 1. 

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## shall take its best endeavours to perform all phase 1 works
       up to the target dates for partial routes listed in the time schedule;
       due to the risks and imponderabilities stated in the preamble and No. 2.2
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## shall, however, not be liable for the success. In case of a
       failure to meet the target dates, however, ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall


<PAGE>   49

CONFIDENTIAL TREATMENT
                                      -44-

       pay interests of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## above the appropriate 3-monthly Fibor rate
       p.a. for the effected instalment payments, the accrued costs to be
       set-off; ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## shall pay these interests until the phase 1
       performances for the partial routes in question will be completed,
       however, for a max. period of 3 months.

2.     The liability for contractual and other obligations on the side of
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## is limited to intent on the side of their legal
       representatives for all phase 1 performances. Any liability of ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       for actions or omissions on the side of vicarious agents is excluded for
       this phase 1 performance. The liability of ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for their
       vicarious agents is limited to their own intent with regard to the
       selection of the vicarious agents. These liability regulations shall
       apply, regardless at what point in time a risk to be allocated to phase 1
       occurs.

3.     Should ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## have any claims with third persons which are
       based on impairment of the performance of an obligation or otherwise
       insufficient fulfilment of the contract, ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## is prepared
       to enforce these claims and thus, to assign already paid contractual
       penalties and compensations for damages to HER or to take them into
       account with the modified cost plus procedure.

6.1.2  STIPULATIONS FOR WARRANTIES AND LIABILITY IN PHASE 2

1.     A warranty and / or liability on the side of ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for phase 2
       performances shall only be given in accordance with the following
       regulations: 

       a)   In case of exceeding the provision dates resulting from No. 2.3 by
            ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
            CONFIDENTIAL TREATMENT## or their personnel or by any personnel to
            be allocated to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
            REQUEST FOR CONFIDENTIAL TREATMENT## on the basis of special
            contractual regulations due to intent or negligence (regardless of
            the degree of negligence), ##MATERIAL OMITTED AND SEPARATELY FILED
            UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall exclusively pay
            a contractual penalty according to the following table, without
            HER being obliged to prove a special damage. The percentages are
            to be related to the planned value of the overall costs (compare
            No. 3.2.7) for the appropriate partial route affected by exceeding
            the date.


<PAGE>   50

CONFIDENTIAL TREATMENT
                                      -45-

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Exceeding the provision date                             Contractual penalty
-----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                                             
< or = 1 week                                            ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 1 week, < or = 2 weeks                                 ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 2 weeks, < or = 3 weeks                                ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
> 3 weeks                                                ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                                                         REQUEST FOR CONFIDENTIAL TREATMENT##
-----------------------------------------------------------------------------------------------------------------
</TABLE>

       Thus, the contractual penalty amounts to max. ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##

       In case of a delayed provision of sections, these penalties shall be paid
       in proportion of their actual length to the actual length of the overall
       partial route.

       The obligation to pay the contractual penalty is not created if and in so
       far as the provision of sections was exclusively impossible because phase
       2 in other sections had not yet been completed without ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## being
       responsible for this in the sense of this agreement.


<PAGE>   51

CONFIDENTIAL TREATMENT

                                      -46-

       b)  Any further liability for the contractual and other obligations on
           the side of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
           FOR CONFIDENTIAL TREATMENT##, in particular compensation for damage
           and / or a liability for subsequent damages, is excluded in phase 2
           except in cases of intent on the side of the legal representatives.

       c)  The burden of proof for the fact that ##MATERIAL OMITTED AND
           SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## has not
           caused the exceeding of the provision date by intent or negligence
           shall be on the side of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
           A REQUEST FOR CONFIDENTIAL TREATMENT##. The proof is deemed to be
           provided if ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
           FOR CONFIDENTIAL TREATMENT## proves that a ##MATERIAL OMITTED AND
           SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
           subcontractor is responsible for the delay occurred. In this case,
           any personal liability is excluded.

       d)  Possibly existing claims of ##MATERIAL OMITTED AND SEPARATELY FILED
           UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## with subcontractors for
           payment of a contractual penalty due to the delay shall hereby be
           assigned to HER. HER accepts the assignment.

           Compensations to which ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
           A REQUEST FOR CONFIDENTIAL TREATMENT## is entitled to with
           subcontractors due to a delay, will be enforced by ##MATERIAL OMITTED
           AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.
           The damage occurred shall be taken into account




<PAGE>   52
CONFIDENTIAL TREATMENT

                                      -47-

           for appropriate payments in the modified cost plus procedure. Any
           further compensations for damages, in particular for lost profit on
           the side of HER, will be assigned to HER by ##MATERIAL OMITTED AND
           SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##. HER
           accepts the assignment.

       e)  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## intends to conclude future subcontractor
           agreements with reasonable contractual penalty and liability
           regulations. The contractual basic points aimed at in this regard,
           are described in Schedule 10. In case that these contractual basic
           points should not be realizable in the individual case, or only at
           extremely increased costs, the contract parties will discuss any
           further proceeding. In case that the contractual basic points are
           achieved at additional costs which do amount to not more than
           ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## compared to the technically and economically
           most favourable offer of a subcontractor, HER can request conclusion
           of the appropriate subcontractor agreement at the conditions of the
           contractual basic points.

6.1.3  STIPULATIONS FOR WARRANTIES AND LIABILITY IN PHASE 3

1.     After provision the liability on the side of ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and their
       vicarious agents - except in cases of intent on the side of the legal
       representatives - is limited to gross negligence and the direct damage.
       The liability for indirect or subsequent damages is excluded, regardless
       of the legal basis on which the claims are based. In particular, no
       compensation for pure financial loss, i.e. for damages that are no
       personal injuries or material damages, will be effected.

       The liability for direct damages is limited to max. ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##. The
       exemption according to the following clause 2 (property owners, etc.)
       will, however, remain in force.

       The facts regulated under No. 2.6 of this agreement are finally regulated
       there with regard to warranty and liability. Reference is made to the
       appropriate regulations.

2.     Possibly occurring compensation claims of HER with the above mentioned
       persons are limited to intentionally caused damages in favour of property
       owners as well as property users and other authorized persons whose lines
       or properties are used for fulfilment of this agreement.


<PAGE>   53

CONFIDENTIAL TREATMENT

                                      -48-

       Claims from damages caused by gas supply activities with gas supply
       companies whose lines or properties are used for fulfilment of this
       agreement are excluded, except in case of intent.

3.     Should the dampening reserves stated in Schedule 3 which are used as a
       basis for phase 3 be exceeded because actually more interruptions take
       place than are projected in Schedule 3 due to external influences,
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##shall not be liable for that.

6.1.4  LIABILITY REGULATIONS FOR SUPPORT DURING DETERMINATION OF SYSTEM
       ENGINEERING LOCATIONS

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## will use its best efforts to execute the works for
       determination of locations and procurement of contracts on the target
       dates with regard to partial routes stated in the time schedule; however,
       due to the risks and imponderabilities stated in the preamble and No.
       2.2, particularly with regard to the decisive role of HER in connection
       with the determination of requirements, and at the time of contract
       conclusion, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## shall not be responsible for the success of
       location determination and contract procurement.

2.     The liability for the contractual and other obligations on the side of
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## is limited to an intent on the side of their legal
       representatives with regard to support during determination of system
       engineering locations. A liability on the side of ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for actions
       or omissions on the side of vicarious agents is excluded in this regard.
       The liability on the side of ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for vicarious agents is
       limited to their own intent with regard to the selection of the vicarious
       agents. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## obligation to assign contractual penalty
       payments and compensations for damages of vicarious agents to HER,
       remains unaffected.

3.     Should the completion of the planning and processing engineering for a
       system engineering location be delayed by more than 4 weeks compared to
       the period mentioned in the milestone time schedule in weeks or days
       (Schedule 4, No. 60, 61 and 63, decisive is completion of No. 63) and
       should this exceeding of the date be exclusively ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## fault, the
       payment of the remuneration mentioned in No. 5.3 for the planning and
       processing engineering of this system engineering location does not
       apply. In particular, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## shall not be held responsible for
       exceeding the date if HER


<PAGE>   54

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                                      -49-

       does not fulfil its assistance or supply obligations or does not fulfil
       them in time, if authority approvals have not been obtained or not been
       obtained in time as well as if a delay occurs due to influences of winter
       or special authority conditions.

4.     The facts regulated in this No. 6.1.4 are hereby finally regulated. Any
       further warranty and / or liability for the contractual and other
       obligations on the side of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
       A REQUEST FOR CONFIDENTIAL TREATMENT##, in particular compensation for
       damage and / or all liabilities for subsequent damages, are excluded for
       the support during determination of system engineering locations as well
       as for the planning and processing engineering, except for those cases
       where an intent on the side of ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##legal representatives is
       present.

6.1.5  FORCE MAJEURE

In cases of force majeure the following clauses will apply, unless otherwise
determined in this agreement.

1.     Should it become impossible for a contract partner, due to an incident of
       force majeure, to fulfil the obligations undertaken within the scope of
       this agreement, the contract partner shall be exempted from fulfilment of
       his obligations in this regard for the period of such incidents.
       Accordingly, the obligations on the side of the other contract partner
       resulting from these obligations, shall not apply either. This shall not
       apply for the cases comprised in No. 2.6.4.a), b), c) and d).

2.     The contract partner affected by the incidents according to clause 1.
       shall immediately inform the other contract partner about the limitation
       of his contractual obligation and take his best efforts to eliminate as
       soon as possible the impediments which prevent fulfilment of the
       contractual obligations.

3.     Force majeure shall be deemed any incident, in particular, but not
       limited to these, war, civil unrest, sabotage, acts on the part of
       legislators, strike - in so far as the courts regard a strike as a case
       of force majeure, natural catastrophes and exceptionally bad weather
       conditions.


<PAGE>   55

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                                      -50-

6.1.6  FINAL REGULATIONS FOR WARRANTIES AND LIABILITY

       In this present agreement the parties have agreed warranty and liability
       regulations for individually defined facts. These regulations are
       considered as special regulations.

       Unless explicit warranty and / or liability regulations have been agreed
       for facts under this contract, a liability on the side of ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       shall be excluded, except for cases of their own intent.

       A liability on the side of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
       A REQUEST FOR CONFIDENTIAL TREATMENT## for actions or omissions by
       vicarious agents shall be excluded for any form of negligence. ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       shall only be held liable for cases of intent by their vicarious agents
       in so far as ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## has received compensation from the vicarious
       agents due to their claims, after ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## has endeavoured everything
       within the reasonable scope, to enforce their existing claims. The
       liability on the side of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## for vicarious agents is limited to
       intent with regard to the selection of the vicarious agents.

       The liability is limited to direct damages and the liability for
       subsequent damages shall thus be excluded.

6.2    TERMINATION RIGHTS

6.2.1  INDEPENDENCE OF THE PARTIAL ROUTES

       All partial routes according to this agreement are legally independent
from each other. The termination of individual partial routes does not affect
the rights and obligations with regard to the remaining partial routes.

6.2.2  TERMINATION RIGHTS IN PHASE 1 

       In case of considerably exceeding the cost and time limit or in case that
such a considerable exceeding is objectively threatening, HER has got the right
to terminate the agreement with regard to the appropriate partial routes, which
have not yet been provided, in writing until full completion of phase, 1. The
termination will be effective within one week after receipt of the termination
notice at ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR 
CONFIDENTIAL TREATMENT##.


<PAGE>   56

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                                      -51-

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## shall forthwith have all current works stopped and inform HER
       about the status in order for measures for cost minimization to be taken.

6.2.3  GENERAL TERMINATION RIGHTS

1.     Regular termination rights relating to phases 2 and 3 do not exist.

2.     In case that the partial routes according to this agreement are not
       provided to HER free of faults and in case that ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## does not
       remedy the claimed fault according to the regulation under No. 2.5, HER
       shall have the right for termination of the partial route in question.

3.     The termination right for significant reasons remains unaffected.

6.2.4  TERMINATION DUE TO SPECIAL SPECIFIC FACTS

1.     In case that, in the course of project, realization of the partial route
       appears to be seriously unrealistic, due to specific facts caused by

       -   lacking rights of way (compare No. 2.9.1.).

       -   lacking public-law approvals (compare No. 2.9.2.).

       -   lacking lease or purchase possibilities or lacking agreement between 
           the contract partners (compare No. 2.8).

       -   lacking assistance by gas supply companies (compare No. 2.9.3.).

       -   lacking system engineering locations (compare No. 5).

       -   lacking cooperation actions required for route realization by HER or

       -   force majeure (compare No. 6.1.5),

       the contract partners will take all efforts to find a commonly consented
       solution for further proceeding with regard to the partial route in
       question.


<PAGE>   57

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                                      -52-

       Should no commonly consented solution be achieveable within 4 weeks and
       should HER not make use of a possibly existing termination right
       according to No. 6.2.2, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## shall be entitled to temporarily
       stop the further works for realization of the partial route and to
       request payment of the costs incurred or spent up to this date for this
       partial route by HER on the basis of an intermediate invoice (due 30 days
       after invoice date). Should the parties not achieve any agreement in the
       subsequent time about the further proceeding with regard to the partial
       route in question, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## may terminate with regard to HER the
       appropriate partial route beginning with the 6th month of an exceeding of
       the projected provision date. In this case, all legal consequences as
       described in the following No. 6.2.5 will result.

2.     Should HER make use of its termination right for more than half of the
       overall length of the partial routes listed in Schedule 2 according to
       No. 6.2.2, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## for its part shall be entitled to terminate
       within 60 days after receipt of the notice of termination leading to
       exceeding the limit and after every further termination notice also the
       remaining partial routes. In this case all legal consequences as
       described in the following No. 6.2.5 will result.

6.2.5  CONSEQUENCES OF TERMINATION

For all cases of termination by HER according to this agreement the following
clauses shall apply:

1.     Upon the termination taking effect HER and ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall be
       exempted from their obligations under this agreement with regard to the
       terminated partial route, with the exception of the subsequently
       regulated consequences.

2.     All expenses incurred until the time of the termination taking effect
       with regard to the appropriate partial route according to this contract
       (regardless whether the related costs have already incurred or still will
       incur) will be determined by ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and reimbursed by HER to
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## within 30 days after invoice date. All planning results that
       have been worked out for the partial route affected by the termination,
       all processed things and the partial route itself remain ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       property - as long as they are no third party property.


<PAGE>   58

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                                      -53-

       Under no circumstances shall HER have any claim for assignment of these
planning results, things or partial routes.

3.     Should ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## use results or partial results from the
       execution of this agreement (planning results, things, etc.) after
       termination for a project with a third telecommunications company,
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## shall reimburse HER for the reimbursed costs in so far, by
       reduction of the additional costs spent by ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for repair
       and required change or maintenance measures. Calculatory write-offs shall
       not be effected. Interests shall not be invoiced.

4.     The legal consequences of the termination have hereby been finally
       regulated. A warranty and / or liability on the side of ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       beyond the cases regulated in this contract, shall not apply. The
       warranty and liability regulations of No. 6.1 in phases 1, 2 and 3 remain
       unaffected hereby.

7.     GENERAL STIPULATIONS

7.1    PAYMENTS

7.1.1  TURNOVER TAX, CHARGES

       With regard to the resolution of the European Commission dd. 17.03.1997
       (official collection L68/9) and the circular of the German Federal
       Minister of Finance dd. 29.04.1997 for Section 3a clause 4 No. 12 UStG(5)
       (DStR 18/1997, page 700) the parties assume that the contractual
       performances of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## for HER are not subject to the German
       turnover taxation. Should this assumption prove to be wrong, HER shall
       effect all payments plus the appropriate applicable turnover tax, if
       applicable.

       Should in future additional charges for the telecommunications sector be
       introduced with regard to the provision of LWL fibres or other activities
       under this agreement in form of taxes or charges, ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall be
       entitled to increase the payments accordingly.

-------------------

(5) UStG-German abbr. Umsatzsteuergesetz=Turnover Tax Law

<PAGE>   59

CONFIDENTIAL TREATMENT

                                      -54-

7.1.2  MATURITY

1.       Payments according to this agreement will be effected by HER to
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## according to the following mode:

         a)       Upon the LWL contract (No. 7.14) coming into effect, HER shall
                  pay an instalment of ##MATERIAL OMITTED AND SEPARATELY FILED
                  UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##% of the planned
                  values of the overall costs for the appropriate partial route,
                  setting off the payments already effected according to the
                  planning agreement.

         b)       Upon the start of the civil and undergroung engineering
                  performances (Schedule 4, No. 46), HER shall effect another
                  instalment of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                  REQUEST FOR CONFIDENTIAL TREATMENT##% of the planned values of
                  the overall costs for the appropriate partial route.

         c)       Upon supply of the LWL cable (Schedule 4, No. 41), HER shall
                  effect another instalment of ##MATERIAL OMITTED AND SEPARATELY
                  FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##% of the
                  planned values of the overall costs.

         d)       One week after duly effected provision (No. 2.5) HER shall
                  effect the user fee pre-payment and the direct payments owed
                  according to this agreement, setting off the instalments
                  described under lit.a.), b.) and c.).

2.     The annual user fee shall be due on 01.04. and 01.10. for the respective
       current 6-months period (01.01. to 30.06.; 01.07. to 31.12.), in return
       for invoicing, with payment terms being 30 days. The first annual user
       fee payment shall be effected time-proportionately on the first due date
       following the creation of the payment obligation. Except for the
       instalments projected under No. 7.1.2.1 lit. a), b) and c), there is an
       obligation for payment of the user fee (user fee pre-payment and annual
       user fee) for a partial route only with beginning of the appropriate
       partial route being provided.

3.     The payment for operation and administration (No. 3.6) is due on 01.04.
       and 01.10. for the respective current 6-months period in return for
       invoicing with payment terms being 30 days. The first payment shall be
       effected time-proportionately on the first due date following the
       provision of the first partial route.


<PAGE>   60

CONFIDENTIAL TREATMENT

                                      -55-

4.     All other payments to be effected shall be due 30 days after invoice
       date, unless otherwise provided for.

5.     For partial routes which have been terminated prior to provision, payment
       of the costs according to No. 6.2.5 shall be due with termination, 30
       days after invoice date.

7.1.3  DELAY IN PAYMENT

1.     Should HER or ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT## fail to pay on time, the appropriate party in
       default shall be invoiced annual interests of ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## percentage
       points above the appropriate 3-months FIBOR rate.

2.     Should HER be in default with payment of the annual user fee according to
       No. 7.1.2.1 or the payment for operation and administration according to
       No. 7.1.2.3 by more than 30 days and should HER then not pay, in spite of
       two reminders (the second one with termination warning), each giving a 10
       days payment period, then ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## shall be entitled to an
       extraordinary termination of the agreement with regard to the affected
       partial routes; further legal claims shall remain unaffected.

3.     Should HER be in default with a payment according to No. 7.1.2.1 by more
       than 10 days and should HER then not pay, in spite of two reminders, each
       giving a 10 days payment period, then ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall be entitled to
       stopping all works with regard to the affected partial routes; The time
       schedule shall then lose its binding force.

7.1.4  INVOICING

1.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## shall serve invoices to HER for the annual user fee payments
       on the 28.02. and 31.08. (i.e. one months prior to due date).

2.     As the final invoice for most of the payments to be effected by HER
       according to this agreement (in particular under consideration of the
       actual overall costs) can only be established after the project being
       finally completed, the following shall apply:


<PAGE>   61

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                                      -56-

       a)  ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
           CONFIDENTIAL TREATMENT## shall be entitled, with regard to all
           payments to be effected by HER according to this contract after
           provision of the appropriate affected partial route on the due dates
           projected for these, to perform a preliminary invoice on the basis of
           preliminary costs, according to planned values or accrued actual
           costs; this shall apply in particular for the annual user fee
           (No.3.2.8) for the individual partial routes for the period prior to
           final invoicing according to No. 3.2 being effected. This regulation
           shall furthermore apply also for release of reserves to be formed for
           drainage repairs according to No. 3.2.3.1.

       b)  The preliminary invoicing shall be finally corrected upon
           presentation of the final invoice by ##MATERIAL OMITTED AND
           SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.

7.1.5  BANK ACCOUNTS

1.     Payments shall be deemed remitted on the date on which the bank account
       entry becomes effective in ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
       A REQUEST FOR CONFIDENTIAL TREATMENT## account (on the value date):

       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##

       or in HER's account:

       Account number. 42.84.19.682
       at ABN AMRO
       Kneuterdijk
       Postbus 165
       NL-2501AP Den Haag

2.     No. 7.9 of this agreement shall not apply as regards a change of bank
       account; therefore, a written notice to the other contracting party shall
       be sufficient.


<PAGE>   62

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                                      -57-

7.1.6  SET-OFF, RETENTION

1.     The contract partners shall only be allowed to perform a set-off for
       undisputed or legally effective claims.

2.     Also, it shall not be allowed to retain appropriate partial amounts of
       due payments due to unclarified counterclaims.

7.2    TERM / RENEWAL OPTION

1.     HER's right of use for each partial route shall have a term of ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       years, starting with the appropriate provision of the partial route. Only
       beginning with this date, HER's obligation for payment of the user
       fee shall be created.

2.     Upon expiry of the contractual term of use, the agreement may be
       terminated by either party with a termination period of ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       months. Should the termination right be executed for more than ##MATERIAL
       OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
       of the network length, the appropriate other party can require
       termination of the agreement also for the remaining partial routes.

3.     The term of use for each partial route shall end after ##MATERIAL OMITTED
       AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## years,
       without any termination being required.

7.3    WARRANTY OF APPROPRIATE CAPITALIZATION.

1.     HER shall present to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## on 01.01.1998 an irrevocable,
       absolute guarantee, due upon first request of a first-class bank
       institution with its registered seat within the European Union or
       Switzerland according to Schedule 9 over DM ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for the
       pre-payments to be effected according to No. 7.1.2.1 d) and No. 4.6 and /
       or the compensations for costs to be paid according to No. 6.2.5. The
       guarantee may be limited in time until 01.09.1998. Should it turn out
       until 01.08.1998 that, with regard to the secured amount, there still
       will be a securing requirement after 01.08.1998, HER shall present a
       second bank guarantee, if applicable. Should HER not present this second
       bank guarantee until 15.08.1998, ##MATERIAL OMITTED AND SEPARATELY FILED
       UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall be entitled to make
       use of the existing bank guarantee.


<PAGE>   63

CONFIDENTIAL TREATMENT

                                      -58-

2.     On 01.01.1998, HER shall also present to ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## an
       irrevocable, absolute guarantee, due upon first request, of a first-class
       bank institution with its registered seat within the European Union or
       Switzerland according to Schedule 9 over the sum of the amounts of DM
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##for the annual user fee for 1998 as well as twice DM
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT##for the annual user fee for 1999 and 2000. The partial amounts
       of the guarantee shall be limited in time until 31.12. of the respective
       year for which the annual user fee the appropriate partial amount is
       guaranteed. The guarantee can be used for the appropriate partial amount
       separately.

3.     In case that these dates are not met by HER, the regulations of No.
       7.1.3.2 and No. 7.1.3.3 shall apply accordingly.

4.     The costs for the commission on bank guarantee shall be borne by
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## up to an amount of max. 1.0% p.a. and shall be due 30 days
       after presentation of the bank guarantees.

5.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## assures to have available a limited partner's capital
       (liability amount) of DM ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT##furthermore assures that their
       partners have made contractual agreements to increase this limited
       partner's capital (liability amount) to min. DM ##MATERIAL OMITTED AND
       SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##in case of
       an increased investment requirement.

6.     Upon HER's request, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
       REQUEST FOR CONFIDENTIAL TREATMENT## shall grant necessary insight into
       their documents to an independent auditor, who shall be bound to observe
       confidentiality so that this auditor can confirm to HER the correctness
       of the facts stated in the above clause No.
       7.3.5.

7.4    TK APPROVALS

1.     HER has acquired a telecommunications licence. A copy of the licence
       confirmation is annexed to this agreement as Schedule 8. As far as a
       statement by HER for authorities, public-law corporations or property
       owners is necessary for execution of the project, that HER is licence
       holder or will use the route to be established, HER shall provide this
       statement.


<PAGE>   64

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                                      -59-

2.     Should HER require more public-law approvals with regard to
       telecommunications laws in connection with execution of this agreement or
       use for marketing of LWL fibres provided to them, HER shall ensure that
       these approvals are obtained. Should required approvals not or only
       partially be granted to HER in this connection,this shall not exempt HER
       from their obligations under this agreement. The same is applicable if
       already obtained approvals of the above mentioned kind are given up or
       the required approval is withdrawn.

3.     Both contract partners assume that ##MATERIAL OMITTED AND SEPARATELY
       FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## does not require any
       approvals according to the TKG for the contractual performances to be
       effected by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
       CONFIDENTIAL TREATMENT##. Should this nevertheless be the case,
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## shall immediately take its best efforts to obtain the
       appropriate approvals. As far as special charges incur in this regard,
       the user fee shall be re-calculated in accordance with the procedure
       described in No. 3.2 by including these costs, if applicable.

7.5    CONFIDENTIALITY

1.     The contract partners hereby undertake to treat as confidential any
       information directly or indirectly obtained by the other party within the
       scope of this agreement, its preparation and in connection with its
       performance.

2.     A confidential treatment means that the information obtained by the other
       contract partner shall not be made available for third parties and that
       this information shall not be utilized for own purposes - neither
       directly nor indirectly - nor for third parties. The parties undertake to
       exclusively utilize the information obtained for the purposes mentioned
       in the preamble. Any utilization exceeding this, or passing on to third
       parties, requires in every individual case the prior written consent of
       the party giving the information, stating content, extent and addressees.
       Any passing on to affected gas supply companies, financial credit
       institutions and / or to individual tax or legal advisers as well as
       passing on of technical details required for project realiziation to
       subcontractors which is necessary due to the project, is, however,
       admissible even without special written consent of the party giving the
       information, provided that the passing on of information is limited to
       the extent required for execution of the contract and the information
       recipients commit themselves to confidential treatment in the sense of
       this agreement for their part.


<PAGE>   65

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                                      -60-

       The parties also commit their staff members to complying with this
       confidentiality.

3.     ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## right to disclose the individual, available partial routes in
       their line course within the scope of the additional marketing to
       possible users, remains unaffected.

4.     Each party shall protect the information received from the other party
       with the same diligence with which it protects its own business or
       operating secrets, at least, however, with the diligence of an ordinary
       merchant.

5.     The confidentiality obligation does not apply for informations,

       -   which have already been known to the information recipient at the
           time of abandonment without any obligation for confidentiality

       -   which have already been made publicly available or - without the
           information recipient's fault - will be made publicly available at a
           later point in time or 

       -   which are received by third parties on a regular basis without any
           obligation for confidentiality.

       In so far, the burden of proof is on the side of the party passing the
information on.

6.     Notwithstanding the above stipulations, each party shall be entitled to
       meet its legal and statutory duty to furnish information, also with
       regard to the information abandoned to it.

7.     The obligation for confidentiality remains in effect for a period of five
       (5) years after termination of the user period utilized by HER.


<PAGE>   66

                                      -61-

8.     Content, form, date, etc. for the information of the public about the
       cooperation, about the agreement and about the joint position against
       authorities, associations, property owners, regional authorities, other
       companies, etc., shall be agreed between the parties.

7.6    APPLICABLE LAW

For all legal relationships resulting from this agreement, its preparation and
its execution, German law shall be applicable except for the stipulations of the
CISG. Place of jurisdiction is Aachen.

7.7    PROFITABILITY CLAUSE

If the technical, economical and legal preconditions according to which this
contract stipulations (payment and conditions) have been agreed, experience a
basic change and if, due to that, the maintenance of the contractual
stipulations is not reasonable for one party because the intentions of the
contract parties, aiming at the equalization of the mutual economical interests
agreed under this contract are no longer met, this party may require that the
contractual stipulations are adjusted to the changed circumstances, except if a
contractual stipulation is concerned which contains an explicit risk shift. In
so far, no adjustment may be required.

7.8    SEVERABILITY

Should a stipulation of this agreement be or become invalid, the legal effect of
the remaining stipulations shall remain unaffected thereof. Instead of the
invalid stipulation the contract partners will agree a valid stipulation so as
to economically comply with the joint intentions as far as possible. The same
shall be applicable for filling possibly existing stipulation gaps.


<PAGE>   67

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                                      -62-

7.9    AMENDMENTS / MODIFICATIONS

Modifications and / or amendmends as well as supplements to this agreement
require written form and have to be signed by both contract parties. The same is
applicable for a waiver of this written form itself.

7.10.  ASSIGNMENT TO OTHER CORPORATIONS

The assignment of the rights and obligations under this contract to another
company always requires the other contract partners' consent. This consent may
not be refused arbitrarily. It can - even in the case of affiliated companies -
be denied in particular if the company to substitute the appropriate contract
partner has got its seat outside the European Union or Switzerland or if this
company does not grant fulfilment of its contractual obligations in the same way
as does the contract partner to be substituted.

HER intends to found a subsidary within the European Union or Switzerland, in
which HER will have a majority of shares. As far as applicable, this subsidary
will acquire a telecommunications licence according to TKG or have this
telecommunications licence abandoned for execution according to TKG by HER. HER
intends to assign the rights and obligations under this contract to this
subsidary. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT## will in any case consent to this, if

-      HER has already effected the user fee pre-payments according to No. 3.2.6
       and No. 4.2 in connection with No. 4.6 or the cost compensations
       according to No. 6.2.5 or continues to be liable for these payments or
       provides sufficient securities in form of bank guarantees according
       Schedule 9 at HER's expense, as well as

-      HER continues to be jointly and severally liable for the annual user fee
       payments, or appropriate securities in form of bank guarantees according
       to Schedule 9 are provided,or the subsidary grants for continuous
       fulfilment of its contractual obligations in the same way as does HER.

All stipulations of this agreement shall apply to the same extent for possible
legal successors or assignees.


<PAGE>   68

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                                      -63-

7.11   TECHNICAL EXPERT

In cases where according to this agreement an independent expert is to be
consulted with regard to technical questions, the following shall apply:

1.     Within two weeks after determination of the necessity to consult an
       expert, the contract parties shall nominate an independent expert.

2.     Should the contract parties not be able to find agreement about the
       expert's person within this period, a qualified expert has to be
       determined by the president of the Chamber of Industry and Commerce in
       Dusseldorf upon the application of one of the parties. The expert thus
       determined shall make the decision as arbitrator expert according to
       Sections 315 ff. BGB and also decide who shall bear the costs incurred by
       use of his performances.

7.12   ARBITRATION CLAUSE

1.     All disputes in connection with this agreement and its execution,
       including the validity of this contract and the arbitration clause, as
       well as the scope of the arbitration clause, shall be finally decided by
       an arbitral tribunal to be installed according to the following
       regulation ousting the jurisdiction of a court.

2.     The arbitral tribunal shall consist of three arbitrators, one of them
       being the chairman as umpire. The umpire shall have the qualification for
       the German judicial office. Place of the arbitral tribunal shall be
       Dusseldorf.

3.     The arbitral tribunal shall be formed by the pursuing party, stating the
       subject of dispute and an arbitrator, from the other party to nominate a
       different arbitrator and the nominated arbitrators elect the umpire.
       Should the other party not meet the request to nominate the second
       arbitrator within 4 weeks after receipt of this request, the requesting
       party can ask the president of the Regional Court in Dusseldorf to
       nominate an arbitrator. Should the arbitrators not have elected the
       umpire within four weeks after the second arbitrator's nomination, the
       president of the Higher Regional Court shall be asked to nominate the
       umpire himself. With the nomination the nominated person has effectively
       been determined to be the umpire of the arbitral tribunal.


<PAGE>   69

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                                      -64-

4.     In other respects, the legal provisions of the German ZPO for arbitration
       proceedings shall apply, provided that the term of one week stated in
       Section 1031 ZPO is substituted by a term of four weeks and the competent
       court stated there is subsituted by the president of the Higher Regional
       Court of Dusseldorf. Competent court in the sense of Sections 1045, 1046
       ZPO is the Regional Court in Aachen. The language for all proceedings is
       German.

5.     In case of disputes in the sense of Section 91 clause 1 sentence 1 GWB,
       the decision by an arbitral tribunal requires prior agreement.

7.13   ATTRIBUTION OF PREVIOUS ACTS AND REPRESENTATIONS

HER hereby bindingly confirms: all persons who have appeared in previous
negotiations and other contacts with ##MATERIAL OMITTED AND SEPARATELY FILED
UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## on the side of HER, have
exclusively acted for the Hermes Europe Railtel B.V. or have given or received
statements exclusively for the Hermes Europe Railtel B.V.. In favour of other
companies of the HER group, including the HER partners, neither the approach to
the business relationship nor the previous negotiations have caused any legal
relationships or claims.

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT## hereby bindingly confirms: all persons who have appeared in previous
negotiations and other contacts with HER on the side of ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, have exclusively
acted for the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT##or have given or received statements exclusively for the
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##.

The same is applicable for future negotiations and possible contractual
agreements, unless the parties agree something else. Should, nevertheless, other
companies of the HER group than the Hermes Europe Railtel B.V. try to enforce
any claims against ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT##, HER undertakes to hold ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## free of such
claims and of,the costs incurred for prevention of such claims.

7.14   CONSENT OF THE SUPERVISORY BOARDS

The whole contract is subject to the meeting of shareholders of ##MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## as
well as the "board of directors" of the GTS Hermes Inc., Delaware, USA, taking
consenting resolutions until 1.10.1997. The contract partners shall inform each
other immediately about the result of the resolutions.


<PAGE>   70

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                                      -65-

7.15   AGREEMENT SCHEDULES

The subsequently stated Schedules are, beyond any direct reference, part of the
contract with regard to their complete contents. In case of possible
contradictions between the contract and its Schedules, in the case of doubt the
regulation in the agreement shall prevail.

Schedule 1 :         General map
Schedule 2 :         Listing of the partial routes, indication of the sections 
                     to be established and leased
Schedule 3 :         Technical conditions for the use of fibre optic cables
Schedule 3a:         Specifications for the section ##MATERIAL OMITTED AND 
                     SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL 
                     TREATMENT##
Schedule 4 :         Milestone time schedule
Schedule 5 :         Cost elements and calculation examples
Schedule 6 :         Contractual mean prices
Schedule 7 :         Rights of way and equalization payments, framework 
                     agreements
Schedule 8 :         Copy of the licence confirmation according to TKG granted 
                     to HER
Schedule 9 :         Bank guarantee
Schedule 10:         Projected basic points for subcontractor agreements

Hoeilaart, September 24, 1997              Hoeilaart, September 24, 1997

(signature illegible)                      (signature illegible)
-------------------------------            -----------------------------------
Jan Loeben
(Hermes Europe Railtel B.V.                 ##MATERIAL OMITTED AND SEPARATELY
                                            FILED UNDER A REQUEST FOR 
                                            CONFIDENTIAL TREATMENT##


<PAGE>   71

CONFIDENTIAL TREATMENT

EXHIBIT 1: Map of routes

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL 
TREATMENT##


<PAGE>   72

CONFIDENTIAL TREATMENT

EXHIBIT 2: LIST OF PORTIONS OF ROUTE WITH KM, NUMBER OF FIBRES, INDICATION OF 
           OWN BUILD OR LEASE

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL 
TREATMENT##
<PAGE>   73

Schedule 3
appertaining to the
Agreement on the Implementation
and Utilisation of Fibre Optic Routes




                              Technical Conditions

                        for the Use of Fibre Optic Routes

                     and Procurement of Container Stations.



<PAGE>   74

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Table of Contents

1. Preamble

2. Technical Requirements for fibre optic cables and their terminal facilities
    2.1 Connection of fibre optic routes in HER-System Engineering Stations 
    2.2 Connection of fibre optic routes at cable branches (passive branch) 
    2.3 Fibre optic route connectors 
    2.4 Technical specification for cables and cable installation
        2.4.1 Requirements for cables
        2.4.2 Requirements for cable installations
              2.4.2.1 Layout basis
              2.4.2.2 Identification of cables in ducts
              2.4.2.3 Fittings
              2.4.2.4 Attenuation reserves for partial fibre optic routes
    2.5 Acceptance tests for type samples and deliveries, testing of individual
        units 
    2.6 Provision of LWL-lines 
    2.7 Failure times, fault clearance times, major damages
        2.7.1 Permissible failure time
        2.7.2 Fault clearance times
        2.7.3 Major damages / destruction
    2.8 Maintenance
        2.8.1 Obligations of HER
        2.8.2 Obligations of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
              A REQUEST FOR CONFIDENTIAL TREATMENT##
        2.8.3 Processes
              2.8.3.1 Beginning of a fault situation
              2.8.3.2 Rules for repairs
              2.8.3.3 End of a fault situation
        2.8.4 Planned close-downs and/or turn-off times as provided by the
              agreement

3.  Access to HER-Facilities

4.  Control and implementation of contractually agreed services after provision
    of fibre optic routes

5.  Communication

6.  Permanent modification of the network

7.  Container stations
    7.1 Tasks in connection with container stations 7.2 Acquisition of title 7.3
    Layout work in case of containers 7.4 Implementation in case of container
    stations

8.  Basic technical specification for system engineering stations 8.1 Floor
    areas of containers 8.2 Space requirement

9.  Definitions



<PAGE>   75

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1.       PREAMBLE 

         The "Technical Conditions for the Utilisation of Fibre Optic Routes and
         Repair of HER-System Engineering Stations" are a schedule to the
         contract between ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## and HER concerning implementation
         and utilisation of fibre optic routes and procurement of container
         stations.


2.       TECHNICAL REQUIREMENTS FOR FIBRE OPTIC CABLES AND THEIR CONNECTION
         FACILITIES

2.1      CONNECTION OF FIBRE OPTIC ROUTES IN HER-SYSTEM ENGINEERING STATIONS

         The external fibre optic cable is introduced into HER-System
         Engineering Stations by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##, placed on splice cassettes in
         assembly racks and terminated by pigtail. The connectors at the end of
         the long-distance cable represent the interface between ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## and HER. Cable end fittings (rack, coupling, connector
         panel) are provided by HER. Hereafter, connectors will be defined as
         interconnection points. From the connector panel, HER will install
         their own indoor cables to their system engineering locations under
         their own responsibility. In case of container stations outside
         stations held by gas suppliers (GVU), the fibres destined to the gas
         supplier will be spliced through into the splice box within the
         container. Should HER-System engineering locations be accommodated in
         the premises of a gas supplier, then the gas supplier concerned shall
         ensure, that these premises cannot be entered by unauthorised persons.

2.2      CONNECTION OF FIBRE OPTIC ROUTES TO CABLES BRANCHES (PASSIVE BRANCH)

         HER require cable branches from the cable line into other, additional
         networks. In these instances, the fibres of ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## fibre
         optic routes are spliced directly onto fibre optic routes, which are
         not part of this contract. The cable branch can be implemented
         underground or above ground. Available premises permitting, branchings
         above ground are to be preferred. The


<PAGE>   76

CONFIDENTIAL TREATMENT

         passive branch lies within the realm of responsibility of ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT##. The conditions for taking over this responsibility are,
         that the fibre optic branching cable has ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## The
         quality of the branching splice is documented upon acceptance. It is
         not subject to the requirements laid down in item 2.4.

2.3      FIBRE OPTIC ROUTE CONNECTORS

         The ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##, is used as connector.

         Model:               ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
                              REQUEST FOR CONFIDENTIAL TREATMENT##

         Description:         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
                              REQUEST FOR CONFIDENTIAL TREATMENT##

         Face geometry:       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
                              REQUEST FOR CONFIDENTIAL TREATMENT##

         The following values for insertion and reflection attenuation must not
be exceeded for the connector:

         - insertion attenuation:   ##MATERIAL OMITTED AND SEPARATELY FILED 
                                    UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
         - reflection attenuation:  ##MATERIAL OMITTED AND SEPARATELY FILED 
                                    UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##

         HER shall advise ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## about the required length of the
         pigtails between the splice cassette on the long-distance end of the
         cable and the connector (interconnection point) in good time before
         placing the order.



<PAGE>   77

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2.4      TECHNICAL SPECIFICATION FOR CABLES AND CABLE INSTALLATION

         The technical specification for cables and acceptance criteria for the
         cable installations have been agreed as follows:

2.4.1    REQUIREMENTS FOR CABLES

         A one-mode fibre in accordance with G.652, edition 3/1993 shall be used
         as fibre. Those cable requirements, which are relevant due to their
         transmission-technological characteristics, are defined in the table
         below. The values for the attenuation coating as listed in the table,
         refer to fibre without splices.

<TABLE>

<CAPTION>

-----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                           <C> 
Characteristic                                       Requirement                   Temperature Range
-----------------------------------------------------------------------------------------------------------------

Attenuation coefficient (alpha)                      ##MATERIAL OMITTED AND        20 degrees C - 40 degrees C
relative to 1310 nm                                  SEPARATELY FILED UNDER A
maximum                    db/km                     REQUEST FOR CONFIDENTIAL
                                                     TREATMENT## (see note below)

-----------------------------------------------------------------------------------------------------------------
Attenuation coefficient (alpha)                      ##MATERIAL OMITTED AND        20 degrees C - 40 degrees C
relative to 1550 nm                                  SEPARATELY FILED UNDER A
maximum                    db/km                     REQUEST FOR CONFIDENTIAL
                                                     TREATMENT##
                                                     (see note below)
-----------------------------------------------------------------------------------------------------------------
Chrom. dispersion parameter                          ##MATERIAL OMITTED AND        20 degrees C - 40 degrees C
at 1550 nm                                           SEPARATELY FILED UNDER A
maximum                   ps/[nm-km]                 REQUEST FOR CONFIDENTIAL
                                                     TREATMENT##
-----------------------------------------------------------------------------------------------------------------
Polarisation mode dispersion                         ##MATERIAL OMITTED AND        20 degrees C - 40 degrees C
PMD                                                  SEPARATELY FILED UNDER A
at 1550 nm                                           REQUEST FOR CONFIDENTIAL
maximum                  ps/km                       TREATMENT##
-----------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>   78

CONFIDENTIAL TREATMENT

         Note:

         The values refer to each individual fibre optic route within the cable.
         Required is a homogenous progression of attenuation, however, some
         attenuation jumps are permitted, provided that the total of such jumps
         does not exceed the value of ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##length of fibre optic
         route. The arithmetic mean value of measurements taken on both ends is
         considered as value of an individual jump in attenuation.

2.4.2    REQUIREMENTS FOR CABLE INSTALLATIONS

         The required acceptance value for the permissible attenuation A of a
         certain cable section after set-up, modification and repair of a cable
         installation is calculated as follows:

         A          =      ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A 
                           REQUEST FOR CONFIDENTIAL TREATMENT## 

         L          =      length of the connected fibre optic cables (including
                           additional lengths required for mounting at fittings 
                           and pigtails)

         (alpha)    =      attenuation coefficient of fibre optic cable in 
                           dB/km according to table

         n(sp)      =      number of splices including splices of terminal 
                           fittings

         n(st)      =      number of connector couplings

2.4.2.1  LAYOUT BASIS

Calculation of the maximum number of splices required during set-up of a cable
installation is based upon an average pass distance of approx. ##MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## km
between two branching boxes.

Required number of splices (average pass distance = ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## km);


<PAGE>   79

CONFIDENTIAL TREATMENT

<TABLE>

         <S>                                <C>  
         - additional attenuation:          ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST 
                                            FOR CONFIDENTIAL TREATMENT## (for each end splice)

         - max. attenuation value,
           excluding connector              ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST 
                                            FOR CONFIDENTIAL TREATMENT## (for each attenuation, including 
                                            end splice) splices at ##MATERIAL OMITTED AND SEPARATELY 
                                            FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## nm

         - max. attenuation value,
           excluding connector              ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST 
                                            FOR CONFIDENTIAL TREATMENT## (for each attenuation, including 
                                            end splice) splices at ##MATERIAL OMITTED AND SEPARATELY 
                                            FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## nm
</TABLE>

         Exception:

         For short sections of less than ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## km, average pass distances
         = ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##km are allowed.

<TABLE>

        <S>                                <C>  
        additional attenuation:            ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST 
                                           FOR CONFIDENTIAL TREATMENT## (for each end splice)
</TABLE>


<PAGE>   80

CONFIDENTIAL TREATMENT

<TABLE>

         <S>                                                           <C> 
         - max. attenuation values excl. connector
           attenuation, incl. splices at ##MATERIAL                    ##MATERIAL OMITTED AND SEPARATELY FILED
           OMITTED AND SEPARATELY FILED UNDER A                        UNDER A REQUEST FOR CONFIDENTIAL
           REQUEST FOR CONFIDENTIAL TREATMENT## nm:                    TREATMENT## (for each end splice)

         - max. attenuation coating excl. connector                    ##MATERIAL OMITTED AND SEPARATELY FILED
           attenuation, incl. splices at ##MATERIAL                    UNDER A REQUEST FOR CONFIDENTIAL
           OMITTED AND SEPARATELY FILED UNDER A                        TREATMENT## (for each end splice)
           REQUEST FOR CONFIDENTIAL TREATMENT## nm:

</TABLE>


2.4.2.2  IDENTIFICATION OF CABLES

         Cables have to be marked with the name of the user/owner.

         The cable will be marked with the following imprint: ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##/HER

2.4.2.3  FITTINGS

In the realm of building measures, industrial standard models provided by the
cable suppliers will be used as fittings.

The ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT## as well as ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT## will be used as branching box. In the branch
conduits, the fibres to be spliced out are deposited in ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##. The fibres
spliced through uninterruptedly are deposited in ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##. The conduits are
situated in the ground and have thus to be protected from unauthorized access.

2.4.2.4  ATTENUATION RESERVES FOR PARTIAL LWL-ROUTES

Attenuation reserves include repairs and plannable work projects in the cable
system after commissioning as well as new branches for gas suppliers.

Repairs and plannable work projects:


<PAGE>   81

CONFIDENTIAL TREATMENT

         For repairs and plannable work projects, an attenuation reserve of:

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## and year is herewith agreed.

         The calculation of the attenuation reserve for repairs and plannable
         work projects is performed on the following basic assumptions:

              ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##. With a contract duration of ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## years, this leads to an additional attenuation for repairs
         and plannable work projects in the amount of:

              ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##

         Branches for gas suppliers to be implemented after commissioning:

         Approx. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## additional branch for gas suppliers per
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## km (by means of ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## joint
         boxes) has been taken into consideration for the period following
         commissioning of the cable installation.

             ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##

         Thus, total additional attenuation for a contract duration of
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## years, amounts to:

              ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR 
         CONFIDENTIAL TREATMENT##


2.5      ACCEPTANCE TESTS FOR TYPE SAMPLES AND DELIVERIES, TESTING OF 
         INDIVIDUAL UNITS


<PAGE>   82

CONFIDENTIAL TREATMENT

         When procuring cables to be newly laid within the framework of this
         agreement, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## will execute type sample and delivery
         acceptance tests at the cable manufacturers. HER is entitled to take
         part in these tests. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## shall inform HER to this effect
         without delay. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## shall provide HER with those parts of the
         test records, which contain information on values relevant for
         transmission technology, as laid down in this section. ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## shall provide HER with copies of the test records for
         individual cables (tests of individual units).

2.6      PROVISION OF LWL-LINES

         For the provision of partial routes under this contract, the following
         procedure shall apply:

         In the joint presence of measuring staff of ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and HER,
         measurements will be performed on the complete laid and mounted
         LWL-route. Measuring results shall be confirmed by signature of those
         present. Measurements shall consist of Optical Time Domain Reflection
         and level measurements for each individual LWL-fibre between two
         neighbouring interconnections points. These are:

    -    Continuity test to check for confusion of optic fibres

    -    Measurement of optical attenuation (level measurement) to determine 
         route attenuation

    -    Optical Time Domain  Reflection  measurement in both  directions  
         (A-B-,  B-A) to determine the course of attenuation of the LWL as well
         as the  attenuation of splice locations, including evaluation of the 
         optical length between the transition points concerned.



<PAGE>   83

CONFIDENTIAL TREATMENT

         Measurements will be performed for the wave lengths ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##nm.

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## has to evaluate measuring results and prepare
         a table containing comparisons with the requirements laid down under
         item 2.4.1. Proofs to be supplied by ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall comprise:

         Two sets of all measuring records, evaluations, tables with comparisons
         as described above, the route layout plan, indicating individual cable
         lengths and joint boxes. The form of such documents shall be determined
         in mutual agreement. Maps based on the latest available status are to
         be used for the route documentation to be submitted.

2.7      FAILURE TIMES, FAULT CLEARANCE TIMES, MAJOR DAMAGES

2.7.1    PERMISSIBLE FAILURE TIME

         For calculation of permissible failure times, all interruptions of
         LWL-fibres are taken into account, with the exception of planned
         close-downs and turn-off times as defined in item 2.8.4. This shall
         also apply hereafter for necessary, planned close-downs in connection
         with gas activities.

         The scheduling and coordination process for planned work projects is
         defined under item 2.8.4. 

         Parties agree to a failure time of ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and year, with an
         average fault clearance time of ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## h.

         Failure times of the total network are considered over a period of
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## years.

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##.


<PAGE>   84

CONFIDENTIAL TREATMENT

         The agreed failure time of ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##km refers to a fibre optic
         cable with up to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##fibres. For each fibre in excess of
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##./fibre will be deducted for each case of
         interruption.

         Example: cable with 38 fibres, failure time 14 h

              14 h - (##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST 
         FOR CONFIDENTIAL TREATMENT##./fibre x 8 fibres) = ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##h

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR 
         CONFIDENTIAL TREATMENT##h will be included in calculations.
           
         For the calculation of failure times, an additional, calculatory
         deduction of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## h for each failure shall be observed for
         the partial route.

2.7.2    FAULT CLEARANCE TIMES

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## will in any event restore availability of the
         fibre optic cables as quickly as possible (by means of exchange or
         repair, depending on circumstances). The fault clearance time for a
         reported fault is ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## h, with the exception of major
         damages and effects of act of God.

         If the affected fibre optic cable comprises more than ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## LWL-fibres used by HER, the permissible fault clearance
         time for each fault shall, by way of calculation, be increased by
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##for each LWL-fibre used by HER. If the affected
         connection between system engineering locations has a length of more


<PAGE>   85

CONFIDENTIAL TREATMENT

         than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## km, the permissible fault clearance time is
         increased by an addition period of ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##. The fibre optic
         cable on the route between ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##is held in co-ownership.
         The permissible fault clearance time is ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##. The
         permissible fault clearance time for the section ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## The
         quoted times do not include provisions for final measurements. Final
         measurements shall be performed in coordination with HER within the
         framework of plannable work projects (e.g. on the following day).

2.7.3    MAJOR DAMAGES / DESTRUCTION

         Refer to LWL-Agreement.

2.8      MAINTENANCE

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## undertakes to maintain the cable system,
         consisting of the fibre optic cable, joint boxes and cable end
         facilities with splice cassettes and connectors plus coupling on the
         long-distance end of the cable. For this purpose, ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall
         provide an organisation with trained staff and suitable equipment,
         enabling them to initiate and execute repair measures at any day and
         any time after a fault has been reported. Contracting parties shall
         agree on a reliable means of transmitting reports in case of faults, in
         accordance with the state of the art (e.g. by telephone, FAX, e-mail,
         coupling of network management systems or similar). German is the
         permitted language.

2.8.1    OBLIGATIONS OF HER

         The HER-NOC shall monitor transmissions through the LWL used by


<PAGE>   86

CONFIDENTIAL TREATMENT

         them by means of their system engineering facilities and detect
         interruptions. An interruption is defined as transmission failure due
         to a deviation from rated values in one or several LWL-fibres. In case
         of interruption, HER shall inform ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## by telephone or fax
         (failure report). Following that, ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall perform
         repairs.

         Failure reports shall include the following data: a reference number,
         the time of making the report, the affected connection between two
         interconnection points, the ident-numbers of the LWL, which were
         interrupted, and the priority sequence of LWLs for fault clearance.
         This is, as a rule, performed in the same sequence as the numbering of
         the LWL, unless the HER-NOC prescribes a different sequence in their
         failure report. 

         If, in case of a branching LWL, the network transition ends within the
         site of a third network operator, then HER shall ensure that ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## has access to this site for repairing the branching LWL. If
         the HER-NOC fails to fulfil this obligation, times of delays resulting
         from this shall not be counted towards fault clearance times and
         failure times. The HER-NOC shall ensure that the lasers are switched
         off during fault clearance times. 

         If the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## LWL-fibres are directly connected to a HER-LWL
         fibre by splicing, the procedure as described below shall be applied:

         HER-NOC informs both partners at the same time about the problem and
         request both of them to initiate fault clearance on both ends
         simultaneously. Should problems arise in locating the precise place of
         the fault, the HER-NOC expects both partners to work together in a
         cooperative manner during fault locating procedures and to provide the
         same technical support as they would do, if any of them was alone
         responsible for a fault within his section. If ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
         ascertains that the fault is not located within their section, the
         HER-NOC shall "demobilise " the


<PAGE>   87

CONFIDENTIAL TREATMENT

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##personnel.

2.8.2    OBLIGATIONS OF ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT##

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## shall keep a stock of the following
         LWL-specific equipment at their service support points:

         o     LWL-repair cable of suitable length
         o     test instruments for attenuation measurements [e.g. Optical 
               Time Domain Reflectometer (OTDR) and attenuation measurement 
               station]
         o     fusion splicing equipment
         o     joint boxes
         o     pigtails
         o     connectors/couplings

         Should this equipment prove to be insufficient, it has to be extended
         as laid down in item 6. 

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## shall perform repairs in case of interruptions
         on any day at any time after receipt of the failure report. 

         Upon reasonable request by HER, ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall perform Optical Time
         Domain Reflection and level measurements at the LWL, to check, whether
         attenuation values have increased as compared to the currently
         documented state. 

         Should HER ascertain an increase in attenuation in the LWL, the
         following procedure shall be applied:

       - The HER-NOC shall inform the ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##-NOC immediately, if data
         losses are detected, which, according to HER's assessment, are due to
         an increase in attenuation of the LWL.

       - Upon receipt of this notification, ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall, in
         coordination with the HER-NOC, perform a


<PAGE>   88

CONFIDENTIAL TREATMENT

         measurement of Optical Time Domain Reflection (OTDR), in order to find
         and remedy any damages in the LWL or its terminals (ODF). Such
         OTDR-testing can be supervised by HER on their request and is
         considered as planned interruption of operations;

       - ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## shall report test results to HER-HOC
         immediately after measuring. HER is entitled to check results;

       - If the test shows no increase in attenuation in the LWL, HER shall
         reimburse ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## with the costs for performing the test;

       - In case of an increase in attenuation exceeding the values guaranteed
         under 2.4.2.4, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## undertakes to provide for appropriate
         remedies, as agreed with the HER-NOC;

       - An increase in attenuation shall only be considered as eliminated
         after confirmation through an acceptance measurement.

         In case of interruptions, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
         A REQUEST FOR CONFIDENTIAL TREATMENT## shall perform repairs on any day
         and at any point of time after receipt of the failure report.


2.8.3    PROCESSES

2.8.3.1  BEGINNING OF A FAULT SITUATION

         HER-NOC reports the occurrence of a fault to ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## by
         telephone and fax (failure report). The time of arrival of the fax at
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## represents the starting time for determining
         the fault clearance time. ##MATERIAL OMITTED AND SEPARATELY FILED


<PAGE>   89

CONFIDENTIAL TREATMENT

         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall immediately confirm
         receipt to HER-NOC, also by fax. If no fault can be found after a
         failure report was made, no fault clearance time shall accounted for.
         HER shall bear the costs for the respective fault clearance call-out.

2.8.3.2  RULES FOR REPAIRS

         Upon receipt of a failure report, ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall (as soon as
         this is possible to foresee) advise HER-NOC, whether they require HER's
         cooperation (e.g. coordination of measures to be taken). With their
         failure report, HER-NOC will advise of any special circumstances to be
         taken into account. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## shall inform HER-NOC about the
         course of repair activities (example: responsible ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
         representative on-site, localisation of the fault, process of repair
         work, expected duration of the close-down necessitated by such work).

         Permanent splices have to be constructed as fusion splices in a
         recognised procedure. Upon agreement with HER-NOC, ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## may
         remedy the interruption of a LWL by providing another LWL, which can be
         used by HER (Transfer). HER-NOC and ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## may agree, that such
         a transfer shall lead to a permanent LWL-exchange. Otherwise, the
         original LWL has to be repaired and transferred back in a planned work
         project. The time of close-down connected with such a transfer shall be
         determined in mutual agreement between ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and
         Her-NOC.

2.8.3.3  END OF A FAULT SITUATION

         Repairs are considered completed as of that point of time, when the
         fault was eliminated and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
         A REQUEST FOR CONFIDENTIAL TREATMENT##


<PAGE>   90

CONFIDENTIAL TREATMENT

         notified HER-NOC to this effect by telephone. The time of completion
         agreed during the telephone conversation shall be confirmed by fax. The
         fault clearance time ends at the same time as the completion of
         repairs. HER-NOC shall confirm this notification by fax.

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## may perform a temporary repair, if this
         eliminates the fault. With regard to the end of the fault situation,
         the same applies as for a regular repair, with the exception that
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## has to inform the fact, that this is a
         temporary repair.

2.8.4    PLANNED CLOSE-DOWNS AND/OR TURN-OFF TIMES AS PROVIDED BY THE AGREEMENT

         Planned close-downs and turn-off times are times, during which measures
         are taken on the cable system, the scheduling of which had been
         coordinated between HER-NOC and ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## beforehand (planned work
         projects).

         Date and place of planned work projects, which lead to a plannable
         interruption of the LWL, shall be communicated by ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## as
         early as possible; if the information is available, 30 days in advance.
         but not later than 7 days in advance. Time and duration of the
         interruption of the LWL shall be notified not later than 3 days in
         advance. Planned LWL-interruptions have to be scheduled in mutual
         agreement and should preferably be performed during slack periods.

3.       ACCESS TO HER-FACILITIES

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## on their access requirements (by sending a fax
         to the network control centre). Doing so, HER have to observe the
         following notice periods:

         Initial installation                       1 week in advance

         Upgrades                                   1 week in advance


<PAGE>   91

CONFIDENTIAL TREATMENT

         Engineering works                          3 working days in advance

         Removal of equipment                       5 working days in advance 
                                                    (including a list of the 
                                                    equipment to be removed

         Routine maintenance                        3 working days in advance

         Repairs in case of faults                  immediately (24 hours / 365
                                                    days)

         In all other instances, access shall be granted in mutual agreement and
         after previous notice. This notice must be received by ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## not earlier than 5 working days prior to the planned
         access.


4.       CONTROL AND IMPLEMENTATION OF CONTRACTUALLY AGREED SERVICES AFTER
         PROVISION OF FIBRE OPTIC ROUTES

         HER and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## shall, for the time following provision of the
         LWL, appoint staff to be responsible for control and execution of the
         contractually agreed services.

         The staff appointed by HER and ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## (operations management)
         shall work together to prepare a manual to determine operational
         details for maintenance (examples: appointment of responsible persons,
         contact points, processes, check lists, spare parts inventory, staff
         training, updating of documents, monitoring functionality of the
         equipment used). The manual has to be updated when required. In a
         special harmonisation process, parties shall recognise the contents of
         the manual as binding. This has to be in writing. Parties shall use
         their best efforts to achieve mutual agreement with regard to any
         measures to increase availability, if, in the LWL used by HER, the
         fault clearance times indicated in the agreement are exceeded.

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## shall inform HER, if they appoint any
         sub-contractors to take over any tasks and works under this contract.
         In such a case, all agreements made are to be applied to the
         subcontractor analogously.


<PAGE>   92

CONFIDENTIAL TREATMENT

5.       COMMUNICATION

         For purposes of communicating in case of faults, HER and ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## shall provide routes and means of communication, which can
         be used independently of the telecommunication equipment and the cable
         forming the subject matter of this agreement. 

         Operational communication, with the inclusion of failure notices, takes
         place between the HER Europe Railtel Network Operations Center (NOC)
         and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## Headquarters. These are manned 24 h every day.
         German is the permitted language.

         The contact points of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## and HER shall be listed in the
         manual not later than at that point of time, when the LWL is made
         available. This indication in the manual has to be continuously
         updated.

         For each repair, ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## shall appoint a responsible
         representative and notify HER accordingly. When required, HER shall
         also appoint a responsible on-site representative.

6.       PERMANENT MODIFICATION OF THE NETWORK

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## are authorised to change the site of the LWL
         and/or HER-equipment, provided that they have a sound reason for this
         and BASICALLY ONLY UNDER THE FOLLOWING CONDITIONS

         a) ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
            CONFIDENTIAL TREATMENT## shall, as early as possible, submit
            to HER an application for a permanent change of locality of
            the LWL and/or the HER-equipment;

         b) This permanent relocation will have no effect whatsoever on the fees
            payable to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
            FOR CONFIDENTIAL TREATMENT##;


<PAGE>   93

CONFIDENTIAL TREATMENT

         c) The LWL may not be relocated in such a manner, that is runs
            parallel to a route which already contains a connection. This
            shall ensure to maintain the diversity of the HER-network.
            This condition does not apply to links to container stations;

         d) This permanent modification/relocation has to be planned in
            such a manner, that the interruption of signal transmissions
            on the LWL is kept as short as possible;

         e) Performance criteria of the LWL or the installed equipment
            must not be negatively affected as a consequence of the
            modification/relocation. 

            Costs for relocations shall be borne wholly by ##MATERIAL OMITTED 
            AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.

7.       CONTAINER STATIONS

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## are prepared to assist with the procurement of
         sites for container stations. Engineering costs required for this shall
         be agreed separately. This also applies to the acquisition of land or
         the lease of a plot, which may be required, as well as expenses for
         utilisation of a plot or existing premises. Construction, installation
         and maintenance of containers shall not become part of the
         LWL-Agreement.

7.1      TASKS IN CONNECTION WITH CONTAINER STATIONS

         Following the procurement of the respective sites or premises,
         contractor shall plan and implement all measures required for
         constructional preparation and/or erection of the containers, including
         connection to the power supply. The containers shall be called from a
         supply quota to be indicated by contract awarder or contract awarder's
         customer. The erection of the containers shall be supervised by the
         contractor and all finishing work up to acceptance procedures by the
         authorities will be executed by him. Contractor shall take over project
         management for the work mentioned above. The tasks are detailed as
         follows.

             -    Contractor shall endeavour to procure plots with container
                  spaces or rooms which may be used according to the
                  specifications of the contract awarder. In this context, use
                  means: possibility for purchase, lease, rent or other
                  utilisation by contract awarder or his customers.

<PAGE>   94

             -    General  arrangements with authorities, obtaining approval of
                  the planned measures by the authorities (also change of 
                  utilisation of rooms) and compilation of requirements by the 
                  authorities.
             -    General arrangements with the EVU in charge and, if 
                  applicable, also with the Telekom: compilation of 
                  requirements.
             -    General arrangements with the owners/usufructors of the 
                  plot / rented space.
             -    Procedure to be followed when looking for a site:

         The search for accommodation locations for the technical systems of
         contract awarder and/or his customer shall be based upon the following
         procedural mode:

         -        Contract awarder indicates desirable sites to contractor. 
         -        Following this indication, stations of gas suppliers will
                  first be examined for possible accommodation sites. 
         -        If the search for a site within gas supplier stations or in
                  their immediate vicinity remains unsuccessful, contractor
                  shall plan and procure other suitable sites in cooperation
                  with contract awarder.

         During such a search, the following sequence of priorities shall as a
         rule be adhered to:

         o        Joint use of the gas supplier's station area for the erection
                  of containers;
         o        If accommodation within the station area proves to be
                  impossible, then the second priority shall be an extension of
                  the station area (with fencing) to create container spaces;
         o        If this too, proves to be unattainable, contractor shall plan
                  and procure spaces for the erection of containers within the
                  area of fibre optic routes, but outside station areas;
         o        Joint use of buildings on gas supplier stations; if 
                  necessary, also by extending existing buildings or erecting 
                  additions to existing buildings;

         HER shall submit specifications for the container station without delay
         (see item 7.3).


<PAGE>   95

7.2      ACQUISITION OF TITLE

         -        if required, survey of plot and access road 
         -        preparation of documents for the acquisition of title
         -        execution of the acquisition of title

7.3      LAYOUT WORK IN CASE OF CONTAINERS

         -        Layout of containers according to local building regulations,
                  o        Definition of special design forms (design of roof
                           and exterior) 

         -        Design of foundations, calculation of foundations, if standard
                  is not applicable; 
                  o        Definition of civil engineering works 

         -        Planning of the access road (for the building phase as well as
                  later service) and of the plot; 
                  o        connection to a public road
                  o        fencing (if required)
                  o        parking facilities for service vehicles, if required
                           as a condition imposed by an authority;
                  o        required planting.

         -        Preparation of the documentation required for the building
                  application and obtainment of building permits for 
                  o        access road and connection to public roads;
                  o        erection of the cell;
                  o        erection of fencing;
                  o        planting.

7.4      IMPLEMENTATION IN CASE OF CONTAINER STATIONS

         -        Procurement of terminals
                  o        terminal of power supplier with meter cabinet / meter
                           tower,
                  o        telephone installations

         -        Procurement of electrical installation 
                  o        cable between power suppliers' terminal and container
                           area, 
                  o        grounding and lightning protection 

         -        Procurement of building works (three inquiries each) for


<PAGE>   96

CONFIDENTIAL TREATMENT

                  o foundations,
                  o access road,
                  o fences, as required,
                  o planting

         -        Coordination and supervision of all individual works and
                  contractor's services listed above, including:
                  o        supervision of the above mentioned works in the
                           realms of electrical engineering and civil
                           engineering,
                  o        follow-up and control of schedule,
                  o        measuring finished works,
                  o        acceptance and delivery,
                  o        call-off of containers,
                  o        supervision of container placement.

         -        Performance of all required acceptance procedures by
                  authorities, including acceptance of:
                  o        container and fencing,
                  o        access road,
                  o        planting. 

         -        surveying existing facilities.

8.       BASIC TECHNICAL SPECIFICATION FOR SYSTEM ENGINEERING STATIONS

         The following data are to be understood as orientation values, intended
         to describe the scale of the procurement service to be provided by
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##.

8.1      FLOOR AREAS OF CONTAINERS

         An example for the dimensions of containers to be erected, with
         specifications to be given by HER:##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## mm. The containers
         require a power supply terminal and a Telekom terminal.

         The space requirement for each container can be assumed to amount to
         approx. ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##square meters. Additional space will be
         required for the fence, which may be


<PAGE>   97

CONFIDENTIAL TREATMENT

         necessary, the access road may necessitate compensation areas as
         prescribed by the authorities; space may also be needed for an antenna
         site with space for setting up radio link equipment, a parking lot,
         and, if required in addition, a space which may, in case of a power
         failure, be used temporarily for a mobile emergency power generating
         set.

8.2      SPACE REQUIREMENT

         The space requirements for each container space amounts to ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT##

         The room for system engineering facilities has to fulfil the following,
         basic requirements (which are normal standard for EDP and
         telecommunication rooms) or it must be possible to refurbish it
         accordingly:

o        meter of the power supplier,
o        sufficient carrying capacity of ground and double bottom,
o        safe cable leading
o        fulfilment of safety requirements with regard to burglary, sabotage,
         fire, flood
o        possibility to install air conditioning facilities, e.g. outside space
         to set up condensators or recoolers, as well as channels/ducts for the
         necessary power lines, external and internal lightning protection and
         grounding.
o        access (as defined in the agreement) including closing facilities
o        suitable service roads

9.       DEFINITIONS
 
<TABLE>
<S>                                        <C>    
         HER-NOC                           Hermes network control system in Brussels

          First Level Maintenance (FLM)    Simple activities (e.g. exchange of a PCB) by a
                                           qualified technician, which serve to immediately
                                           restore network operations.

          Second Level Maintenance         All activities which cannot be performed by a
                                           FLM-technician, because they require specific
                                           technical expertise.

          FLM-technician                   Qualified ##MATERIAL OMITTED AND SEPARATELY
                                           FILED UNDER A REQUEST FOR CONFIDENTIAL
                                           TREATMENT##-employee or appointed qualified
                                           third party

          SLM-technician                   Qualified employee of HER or a third party (e.g.
                                           manufacturer) (expert).

          Level 1                          refer to FLM

          Fault clearance time             Interval between arrival of the fax with the 
                                           failure report as defined under 2.8.3.1 ad
                                           completion of repairs as defined under 2.8.3.3 
                                           of this Schedule. The fault clearance time is 
                                           defined for each individual fault.

</TABLE>


<PAGE>   98

CONFIDENTIAL TREATMENT

Schedule 3a
appertaining to the
Agreement on the Implementation
and Utilisation of Fibre Optic Routes

Specifications for the Section ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT##

1.       Preamble

         The "specifications for the section ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##" are a schedule to
         the agreement between ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## and HER concerning implementation
         and utilisation of fibre optic routes and procurement of container
         stations.

         In this section, an existing fibre optic cable with ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
         fibres shall be used. Technical characteristics of this cable are thus
         pre-set. Skeleton conditions for repair are given as well.

2.       Technical Requirements for fibre optic cables and their connection
         facilities

2.1      Connection of fibre optic routes in HER-System Engineering Stations

         Refer to Schedule 3.

2.2      Connection of fibre optic routes at cable branches (passive branch)

         Refer to Schedule 3.

2.3      Fibre optic route connectors

         Refer to Schedule 3.

2.4      Technical specification for cables and cable installation


<PAGE>   99

CONFIDENTIAL TREATMENT

         The cable has ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## fibres in accordance with ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT##.

         Those cable requirements, which are relevant due to their
         transmission-technological characteristics, are defined in the table
         below. The values for the attenuation coating as listed in the table,
         refer to fibre without splices.

<TABLE>

<CAPTION>

-----------------------------------------------------------------------------------------------------------------
Characteristic                                       Requirement                   Temperature Range
-----------------------------------------------------------------------------------------------------------------

<S>                                                  <C>                           <C> 
Attenuation coefficient (alpha)                      ##MATERIAL OMITTED AND        20 degrees C - 40 degrees C
relative to ##MATERIAL OMITTED                       SEPARATELY FILED UNDER A
AND SEPARATELY FILED UNDER A                         REQUEST FOR CONFIDENTIAL 
REQUEST FOR CONFIDENTIAL                             TREATMENT## 
TREATMENT## nM                                       (see note below)
maximum             db/km                            
-----------------------------------------------------------------------------------------------------------------

Attenuation coefficient (alpha)                      ##MATERIAL OMITTED AND        20 degrees C - 40 degrees C
relative to ##MATERIAL OMITTED                       SEPARATELY FILED UNDER A
AND SEPARATELY FILED UNDER A                         REQUEST FOR CONFIDENTIAL
REQUEST FOR CONFIDENTIAL TREATMENT## nM              TREATMENT##
maximum                    db/km                     (see note below)
-----------------------------------------------------------------------------------------------------------------

Chrom. dispersion parameter                                                        20 degrees C - 40 degrees C
at ##MATERIAL OMITTED AND 
SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL                             ##MATERIAL OMITTED AND
TREATMENT## nm                                       SEPARATELY FILED UNDER A   
maximum                   ps/[nm-km]                 REQUEST FOR CONFIDENTIAL   
                                                     TREATMENT##                
                                                     
-----------------------------------------------------------------------------------------------------------------
</TABLE>

Note:

The values refer to each individual fibre optic route within the cable.


<PAGE>   100

CONFIDENTIAL TREATMENT

         Required is a homogenous progression of attenuation, however, some
         attenuation jumps are permitted, provided that the total of such jumps
         does not exceed the value of ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##km length of fibre optic
         route. The arithmetic mean value of measurements taken on both ends is
         considered as value of an individual jump in attenuation.

2.5      Acceptance tests for type samples and deliveries, testing of individual
         units

         Refer to Schedule 3.

2.6      Provision of LWL-lines

         Refer to Schedule 3.

2.7      Failure times, fault clearance times, major damages

         Refer to Schedule 3.

3.       Access to HER-Facilities

         Refer to Schedule 3.


4.       Control and implementation of contractually agreed services after
         provision of fibre optic routes

         Refer to Schedule 3.

5.       Communication

         7.       Container stations

6.       Permanent modification of HER-equipment

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## are authorised to change the site of
         HER-equipment, provided that they have a sound reason for this and
         BASICALLY ONLY UNDER THE FOLLOWING CONDITIONS

<PAGE>   101

CONFIDENTIAL TREATMENT


         a)       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
                  CONFIDENTIAL TREATMENT## shall, as early as possible, submit
                  to HER an application for a permanent change of locality of
                  the HER-equipment;

         b)       This permanent relocation will have no effect whatsoever on
                  the fees payable to ##MATERIAL OMITTED AND SEPARATELY FILED
                  UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##;

         c)       This permanent modification/relocation has to be planned in
                  such a manner, that the interruption of signal transmissions
                  on the LWL is kept as short as possible;

         d)       Costs for relocations shall be borne wholly by ##MATERIAL
                  OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
                  TREATMENT##.

7.       Container stations

         Refer to Schedule 3.


<PAGE>   102

CONFIDENTIAL TREATMENT

EXHIBIT 4: EXPLANATION OF ABBREVIATIONS USED IN CONTRACT RE MILESTONE TIME TABLE

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##


<PAGE>   103

CONFIDENTIAL TREATMENT

Schedule 5
appertaining to the
Agreement on the Implementation
and Utilisation of Fibre Optic Routes

                   Cost Elements and Examples for Calculations

A.       COST ELEMENTS

         Section I:

1.       Cables, assembly, assembly materials, sealing ends 
         Cables ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## water tight in longitudinal direction,
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## fibres.
         Acceptance measurements
         Assembly material: joint boxes, identification markings
         Assembly work
         End sealings (patch fields) within buildings (placing at disposal)
         Introduction into buildings
         Other cable material
         Procurement of co-ownership in existing fibre optic cable systems or
         cables

2.       Cable ducts, material 
         Cable ducts (e.g. make Vogelsang), ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## (no recycling
         material), compression-proof, ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## 
         Assembly material (joint boxes) 
         Other cable duct material



<PAGE>   104

CONFIDENTIAL TREATMENT

3.       Civil engineering

         Localisation of gas line and setting out of gas line with poles 
         Wood cutting, clearing of riding cuts
         Embedding of cable duct with cable plough Embedding of cable duct with
         trench cutting machine
         Embedding of cable duct in the open pipe drench
         Solo routes
         Special constructions: crossings, obstacles (opening communication
         passages)
         Repairs of drainages in the course of embedding works
         Reserves for drainage repairs (damages caused by accumulation of
         water), if such damages are detected and claimed for after completion
         of embedding works (##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## DM/m)
         Pits for the introduction of cables (injection pits)
         Construction of access roads, storage areas
         Restoration of surfaces
         Other civil engineering works
         Liability insurances for builder and contractor
         Payments to parties other than partners (gas suppliers, the routes of
         which are being used) for documentation, share in the costs for
         clearing riding cuts, etc. 
         Procurement of existing cable duct capacities through purchase
         Procurement of existing cable duct capacities through leasing
         (prepayment of rent, continuous rent)

4.       Approvals for crossings

         Fees charged by authorities for approval of crossings as set out in the
         respective statement of fees (technical and administrative
         examinations, etc.) 
         Fees raised by valuer's offices
         Other fees raised by authorities

5.       Engineering

         Project management, coordination of engineers (fixed amount)
         Determination of routes
         Tenders, contract awards
         Procurement of plans of holdings and titles


<PAGE>   105

CONFIDENTIAL TREATMENT

         Presentation of project to authorities, agencies of public interests,
         etc.
         Negotiation of skeleton agreements with ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
         Procuring information about the identification of special areas,
         protected areas
         Procuring information about owners and managers
         Investigation of routes on site
         Compilation of lists of authorities
         Compilation of lists of structures
         Negotiations with authorities, clarification of conditions for granting
         approvals
         Adaptations of routes
         Surveying route locations and building sites
         Preparation of layouts
         Ascertainment of work to be performed by third parties
         Notification of property owners and managers
         Obtaining approvals for crossings
         Preparation of accessory landscaping plans
         Handling of compensation payments for field and growth damages
         Handling of approval procedures under nature protection law
         Handling of approval procedures for crossings
         Handling of payments to property owners and managers in connection with
         the building project
         Supervision of building activities
         Acceptance procedures
         Documentation
         Other engineering work

6.       Preliminary planning, project management, documentation (fixed amount
         without individual proofs)

         Costs for preliminary planning
         Builder's project management
         Coordination activities, harmonisation of activities on site
         Clarifications concerning the procurement of rights of way and
         approvals
         Set-up of documentation
         Clarification of route utilisation with gas supplying partners
         Other project management activities


<PAGE>   106

CONFIDENTIAL TREATMENT

         Section II:

7a)      Procurement of rights of way, engineering

         Handling of compensation payments under Section 57 TKG
         (Telecommunication Law) Negotiations with property owners and other
         title holders Contingency premiums for engineering offices
         Legal proceedings to enforce claims, costs for legal disputes
         Procurement of contracts on the granting of real securities: visiting
         and approaching of property owners; extent to be agreed
         Handling of entry in the land register
         Procurement of contracts on the granting of obligatory securities
         Activities to approach property owners and other title holders by
         letter
         Handling of compensation payments
         Agricultural expertises to ascertain compensation amounts
         Fees for notaries and courts
         Soil expertises for crossings, if required by institutions charged with
         the duty to construct and maintain roads, or by railway companies, or
         others
         Other engineering work to procure rights of way

7b)      Procurement of rights of way, payments to property owners and other
         title holders

         Compensation payments under Section 57 TKG
         Compensation for easements (real security)
         Compensation for obligatory security
         Express charges for property owners
         Special compensations for building land or other value equalisation
         Special equalisation payments for building land
         Reimbursement of expenses for property owners and other title holders
         Special payments to property owners and other title holders
         Payments to associations and ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## for mediation and
         consulting activities
         Travel expenses, other expenses to be reimbursed to property owners and
         other title holders
         User fees for traffic infrastructure and railway plots
         Administration fees and lump-sum compensations under Section 52 TKG
         Other payments to property owners and other title holders

8.       Compensation for field damages, nature protection

         Compensation for field and growth damages to property owners and
         managers
         Handling costs for individual settlements
         Obligations imposed under nature protection law, countervailing
         measures
         Special expertises Other compensation measures for field damages
         Other nature protection measures


<PAGE>   107

CONFIDENTIAL TREATMENT

B.       Examples for calculations


         Calculation example 1:    Liquidated damages for exceeding permissible
                                   failure times

         Note: This example does not account for liquidated damages for
         exceeding permissible fault clearance times. Please see calculation
         example 2.

         Assumptions:               Failure times amount to 18 hours and 59
                                    minutes in the 1st year, 8 hours and 35
                                    minutes in the second year. The length of
                                    the total network remains unchanged at
                                    ##MATERIAL OMITTED AND SEPARATELY FILED
                                    UNDER A REQUEST FOR CONFIDENTIAL
                                    TREATMENT##km in both years

         Calculation (biennial mode):

         a)       Calculation of the transgression of failure times:

         The total of failure times (over two years) amounts to 27 hours and 34
         minutes. The permissible failure time (the length of the network has to
         be considered ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT##) amounts to:

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## hours when rounded (commercial accounting).

         The permissible failure time has thus been transgressed by ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## minutes.

         b)       Calculation of fictitious user fees: 

         Advance payments of user fees (assuming that the planned values of
         total costs are accurate) amount to:

         Partial route 1: ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##



<PAGE>   108

CONFIDENTIAL TREATMENT

         Partial route 2: ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##

         Partial route 3: = ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##

         Total of advance payments for user fees: = ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##

         For a biennial turn, double of this value has to be taken into account.
         The fictitious user fee for one hour is thus calculated as follows:

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##

         c)       Calculation of liquidated damages:

         LIQUIDATED DAMAGES ARE CALCULATED AS FOLLOWS:

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##

         Calculation example 2:       Calculation of failure times, taking into
                                      account: number of fibres and distance 
                                      between system engineering locations, 
                                      determination of failure time, permissible
                                      fault clearance time and liquidated 
                                      damages


        Assumptions:                  The number of LWL-fibres in the cable,
                                      which are used by HER, is ##MATERIAL 
                                      OMITTED AND SEPARATELY FILED UNDER A 
                                      REQUEST FOR CONFIDENTIAL TREATMENT##. 
                                      Failures occur in a section, which is 
                                      situated between two system engineering 
                                      locations, at a distance of 63 km. 2 
                                      failures occur. The actual fault
                                      clearance time in the first failure event 
                                      is 25 hours and 13 minutes, and in the 
                                      second event 9 hours and 21 minutes.

         CALCULATION (BIENNIAL MODE):

         a)       Calculation of failure times and liquidated damages for
                  transgressing the permissible failure time:


<PAGE>   109

CONFIDENTIAL TREATMENT

         For each failure, the actual failure time is reduced by ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## minutes. As the distance between the system engineering
         locations is larger than ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
         A REQUEST FOR CONFIDENTIAL TREATMENT## km, one additional hour is
         deducted for each failure.

         The time values to be used as a basis for calculating transgression of
         failure times thus amount to ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## minutes for the first
         failure event, and ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## minutes for the second event. In
         total, the calculated failure time amounts to ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## minutes.

         The following is found, when calculations are based upon the results
         of calculation example 1:

         The permissible failure time has been transgress by ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##
         minutes. Liquidated damages amount to:

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##

         b)       Calculation of liquidated damages for transgressing fault
                  clearance times

         The permissible fault clearance time of ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## plus an
         additional 1 hour, because the distance between


<PAGE>   110

CONFIDENTIAL TREATMENT

         the system engineering locations is longer than ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## minutes.

         In the first failure event, the permissible fault clearance time has
         been transgressed by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##. Liquidated damages are:

         for the first ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT##

         for the next ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## hours or started hours

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## Liquidated damages = ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##

         c)       Calculation of total liquidated damages

         The liquidated damages under a) and b) are added. A total of ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## DM is paid as liquidated damages.

        Calculation example 3:                  Determination of user fee and 
                                                increase of advance payments of
                                                user fees

        Assumptions:             After provision of the route, actual technical
                                 costs are determined for each partial route.
                                 Actual technical costs may, for example, amount
                                 to the following sums, when considering
                                 reserves and actual lengths of partial routes:


<PAGE>   111

CONFIDENTIAL TREATMENT

<TABLE>
<CAPTION>

        ---------------------------------------------------------------------------------------------------------
                  Partial route               Actual technical costs (DM)               Actual lengths
        ---------------------------------------------------------------------------------------------------------
        <S>                                <C>                                 <C>  
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY   ##MATERIAL OMITTED AND SEPARATELY
        FILED                              FILED                               FILED
        ---------------------------------------------------------------------------------------------------------
        UNDER A REQUEST FOR CONFIDENTIAL    UNDER A REQUEST FOR CONFIDENTIAL   UNDER A REQUEST FOR CONFIDENTIAL
        TREATMENT##                         TREATMENT##                        TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
</TABLE>

        The contract value for each partial route is:

<TABLE>
<CAPTION>
        ---------------------------------------------------------------------------------------------------------
                  Partial route              Average contract value (DM/m)           Contract value (DM)
        ---------------------------------------------------------------------------------------------------------
        <S>                                <C>                                 <C>  
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY   ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR           FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##            CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   112

CONFIDENTIAL TREATMENT

        The calculation value of the technical costs is:

<TABLE>
<CAPTION>
        ---------------------------------------------------------------------------------------------------------
                  Partial route              Calculation value of technical      Difference: actual technical
                                                         costs                    costs minus contract value
        ---------------------------------------------------------------------------------------------------------
        <S>                                <C>                                 <C>  
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY   ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR           FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##            CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
</TABLE>

        Advance payments of user fees are increased as follows:

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------
                  Partial route             Increase of advance payments of
                                                       user fees
        ----------------------------------------------------------------------
        <S>                                <C> 
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ----------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ----------------------------------------------------------------------
</TABLE>

         The calculated value of total costs for each partial route follows from
         the total of calculated values of technical costs, fixed costs and
         actual costs for rights of way and compensation for field damages. In
         detail, the following applies:


<PAGE>   113

CONFIDENTIAL TREATMENT

<TABLE>
<CAPTION>
        ---------------------------------------------------------------------------------------------------------
                  Partial route               Actual technical costs (DM)       Calculated value of technical
                                                                                            costs
        ---------------------------------------------------------------------------------------------------------
        <S>                                <C>                                <C>    
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

        ---------------------------------------------------------------------------------------------------------
                  Partial route                       Fixed costs               Actual costs for rights of way
                                                                                and field damage compensation
        ---------------------------------------------------------------------------------------------------------
        <S>                                <C>                                 <C>  
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   114

CONFIDENTIAL TREATMENT

        The following user fees result:

<TABLE>
<CAPTION>

        ---------------------------------------------------------------------------------------------------------
                  Partial route             Calculated value of total costs      Advance payment of user fee
                                                                              ##MATERIAL OMITTED AND SEPARATELY
                                                                                  FILED UNDER A REQUEST FOR
                                                                                   CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        <S>                                <C>                                 <C>  
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
        ----------------------------------------------------------------------
                  Partial route               Advance payment of user fee,
                                                   including increase
        ----------------------------------------------------------------------
        <S>                                <C>                                
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ----------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ----------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
        ---------------------------------------------------------------------------------------------------------
                  Partial route             Calculated value of total costs       Annual user fee ##MATERIAL
                                                                                 OMITTED AND SEPARATELY FILED
                                                                               UNDER A REQUEST FOR CONFIDENTIAL
                                                                                         TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        <S>                                <C>                                <C>
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
        ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY  ##MATERIAL OMITTED AND SEPARATELY
        FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR          FILED UNDER A REQUEST FOR
        CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##           CONFIDENTIAL TREATMENT##
        ---------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   115



CONFIDENTIAL TREATMENT

        Calculation example 4:  Special adjustment of user fee


<TABLE>
        <S>                      <C>   

        Assumptions:             ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
                                 TREATMENT##   succeed  to  achieve   cost-saving,   additional   marketing   by
                                 simultaneously  laying an  additional  LWL-cable in an  additional  cable duct,
                                 which was embedded at the same time,  over a certain section of partial route 1
                                 and selling this additional  cable to Third Party A. This additional  marketing
                                 refers to a  distance  of  ##MATERIAL  OMITTED  AND  SEPARATELY  FILED  UNDER A
                                 REQUEST FOR CONFIDENTIAL TREATMENT## km.

                                 Pro rata building costs (actual technical costs, fixed costs, costs for rights of 
                                 way and field damage compensation) for the additionally marketed section amount to 
                                 ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## 
                                 DM. Costs for cable and cable duct for HER amount to ##MATERIAL OMITTED AND SEPARATELY 
                                 FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## DM.

                                 The actual distance marketed in addition is ##MATERIAL OMITTED AND SEPARATELY FILED 
                                 UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.
</TABLE>


       Calculation:

       Pro rata building costs, with deduction of cable and cable duct costs for
       HER, amount to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
       FOR CONFIDENTIAL TREATMENT## DM. By multiplication with the factor
       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
       TREATMENT## DM results.

       Line (1) of the Table in item 3.5.1 has to be considered for calculation.



<PAGE>   116

CONFIDENTIAL TREATMENT

The rebate percentage F is:

         For the first sections up to L ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##%

         For the sections up to L = ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## Less than ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## km have been provided under the modified Cost-Plus Method,
         so that the percentage F is reduced by ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## %.

         The amount of rebate follows from:

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## Total

Annual user fees for this partial route would thus be reduced by ##MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## DM/a
(Original amount in example 3: ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT##DM/a).


<PAGE>   117

CONFIDENTIAL TREATMENT

EXHIBIT 6: AVERAGE PRICE FORECAST PER KM OWN BUILD

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##



<PAGE>   118

CONFIDENTIAL TREATMENT

Schedule 7
appertaining to the
Agreement on the Implementation
and Utilisation of Fibre Optic Routes


         Rights of Way and Compensation Payments, Skeleton Agreement

         1.       PRIVATE PROPERTY

         As a rule, Section 57 TKG (Telecommunication Law) is to be applied to
         secondary embeddings of cable ducts and cables. This is based on the
         assumption, that gas line facilities secured by property rights or
         obligatory titles - i-e- the gas line with accessories and safety
         stripe - are used for the erection, operation and reconstruction of
         telecommunication lines. From the context of Section 57 (2) follows,
         that secondary embeddings of cable duct facilities have to be tolerated
         as well.

         Gas supplying companies strive to conclude skeleton agreements with the
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##, of which the majority of the property owners
         concerned are members and which play an essential role in this respect.
         These agreements are based on previously agreed basic data and are for
         all projects binding for the gas supplying companies. For property
         owners, these skeleton agreements represent recommendations. The agreed
         basic data provide for a compensation payment of ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## DM per
         running meter of route, to be paid to property owners for secondary
         cable embeddings. Furthermore, a minimum of ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## DM per
         owner has been agreed. A lump-sum compensation for field and growth
         damages in the amount of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
         A REQUEST FOR CONFIDENTIAL TREATMENT## DM per m(2) of used area, i.e.
         in case of 3 m working strip width, ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## DM per meter in
         regular cases, shall be offered to managers, for example lease holders,
         or the property owners themselves. Managers are entitled, to
         alternatively claim settlement and compensation according to individual
         proofs. In this case, additional costs


<PAGE>   119
CONFIDENTIAL TREATMENT

         for assessment and handling arise. In addition to that, managers are
         paid a lump-sum reimbursement of expenses in the amount of ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## DM per manager. A sample for this skeleton agreement is
         enclosed with this schedule 7.

         This skeleton agreement has already been concluded between Ruhrgas AG
         as the concerned gas supplying company and the ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and
         associations in Hesse and Rheinland-Nassau. It was not possible to
         achieve a skeleton agreement with the 'Rheinischer
         Landwirtschaftsverband' (Agricultural Association of Rhineland),
         however, the association noted the conditions provided for in the
         agreement and will refrain from giving their members diverging
         recommendations.

         The skeleton agreements contain a so-called most-favoured party clause,
         according to which payments in excess of the agreed limits, which were
         made in comparable individual cases, shall be made available to all
         property owners, if need by also in retrospect. Due to this, gas
         supplying companies exclude any transgression of the agreed sums.

         Furthermore, the skeleton agreements provide, that a limitation of
         liability has to be granted, particularly to telecommunications
         companies.

         The skeleton agreements leave it open, whether any legal claim to
         compensation payments exists at all under Section 57 TKG.

         Reimbursement of expenses to the ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## themselves, which
         advise property owners and advocate the granting of permissions, are
         not listed in the skeleton agreements, but have, in individual cases,
         been promised in strictly confident collateral agreements.

         In order to ensure, that no uncertainties exist with regard to the term
         facilities (Anlagen) used in Section 57 TKG, a certain share of
         LWL-fibres is earmarked for purposes of the gas supplying company. It
         is thus taken as a basis, that the facilities to be erected, including
         all cable ducts and cables, form part of the accessories of the gas
         line facilities, which have to be




<PAGE>   120


CONFIDENTIAL TREATMENT

         renewed within a foreseeable period of time, anyhow. As a rule, the
         execution of rights can be left to third parties.

         As a rule, gas line facilities with cables and accessories are secured
         by easements entered in the land register. Economic reasons prevent
         that gas suppliers keep lists of owners, cadastral notices etc.
         continuously updated. Especially in case of old facilities, it is well
         possible that easements were lost or cannot be proven any more due to
         the effects of war or inaccuracies in the land register, which occurred
         during changes in the land register and which became legally effective.
         In such cases, one has to assume that the pipeline is legally secured
         by way of loan for use. If such gaps in securing rights are found, gas
         suppliers will try in their own best interest, to restore this real
         security; however, time-consuming disputes may arise in such cases.

         Handling of legal issues concerning telecommunication infrastructure
         is, as a rule, performed by ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## in the name of the gas
         supplying companies.

         Experience gathered in other projects with handling such matters show,
         that one can expect approval by a comparably large number of property
         owners and other title holders. Nevertheless, a number of property
         owners remains, who either do not make any statement at all, or who,
         either with good reasons but in some cases also irrationally, refuse to
         tolerate the building measure. If, in special cases, considerable
         additional impairments are put forward, alternative solutions have to
         be found. In case of unlawful bodily resistance, legal measures are
         required; so far, no experience has been gathered in this respect.

         There are only isolated cases of court rulings on the application of
         Section 57 TKG. In this respect, imponderabilities exists, as to
         whether courts will confirm applicability of this paragraph to
         secondary embedding projects alongside gas lines under the
         circumstances of the actual project, and whether they will confirm
         and/or deal with questions of compensation obligations etc.

         In some cases, e.g. for setting up connections or circumventing
         obstacles such as slide valve assemblies of the gas line, one will have
         to leave the secured gas line route and its protection stripes ("solo
         routes"). The LWL-route for such purposes has to be negotiated and
         secured by property




<PAGE>   121

CONFIDENTIAL TREATMENT

         interest in free negotiations, i.e. there is no legal title to
         utilisation. In case of free negotiations, increased costs for the
         procurement of rights of way, compensation payments and expenses for
         property owners, notaries and courts are due.

2.       SPECIAL CASE; RAILWAY ROUTES

         Crossings of railway routes are on principle ruled by Section 57 TKG
         and have to be tolerated. In this regard, the owner is entitled to
         receive reimbursement of costs incurred for technical examinations,
         e.g. static determination of the stability of the railway embankment.
         Without cooperation by the Deutsche Bahn AG, execution of crossing work
         is excluded, due to possible impairments to the safety of railway
         traffic. Given the nature of railways, circumventing railway crossings
         is in most cases prevented by technical and economic reasons as well as
         reasons of time schedules.

         At this point of time, the Deutsche Bahn AG holds that Section 57 TKG
         does not include secondary embeddings of LWL-cables along railway
         lines. They have however, announced, that the are prepared to allow
         speedy finalisation of building activities within the framework of a
         contractual agreement with the gas supplying companies, which is
         currently being drafted, as far this concerns crossings only, not
         parallel routings. The legal situation, particularly entitlement to and
         amount of compensation payments or user fees claimed by the Deutsche
         Bahn are to be clarified in mutual agreement by way of a test case to
         be submitted to courts of general jurisdiction. For this purpose, the
         shareholders of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## have concluded a contract with the
         Deutsche Bahn AG, a copy of which is enclosed with this Schedule 7. It
         is to be expected, but not sure, that the Deutsche Bahn AG will grant
         approvals for crossings within an appropriate time frame as required
         for the project schedule. Judicial enforcement of possible legal
         entitlements to approvals of crossings on the basis of Section 57 TKG
         cannot be expected within the time frame of the project in each
         individual case.

3.       TRAFFIC INFRASTRUCTURE

         With respect to the utilisation of traffic infrastructure, it is
         assumed that utilisation will be allowed free of charge as provided by
         Section 50 TKG; this is so, because control over functions is
         exclusively assigned to licence




<PAGE>   122

CONFIDENTIAL TREATMENT

         holders. Contract awarder will provide ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## with
         letters of confirmation, which will also include proof of the granted
         telecommunication licence. (TK-licence). As recommended by the
         Ministers of Transport and the Deutsche Stadtetag (Convention of
         Municipal Authorities in Germany), applications for crossings and
         utilisation will probably be approved, subject to the right to charge
         fees. Condition for approval is, that the customer holds a licence.
         Court rulings about the existence of a right of utilisation under the
         conditions at hand in this project and about the issue of costs are not
         in existence yet; the question of interpretation by the courts is thus
         encumbered with imponderabilities. In most cases, an alternative
         solution for crossing traffic infrastructure is excluded for technical
         and economic reasons as well as time schedule considerations.

         Experience with other projects shows, that some municipalities are not
         willing to wait for the result of the complaint of unconstitutionality
         by local authorities, in particular the complaint against the
         utilisation of traffic infrastructure free of charge, as laid down in
         Section 50 par. 1 TKG, despite reservation of payment, and that these
         municipalities are already calling for conclusion of contracts of
         permission with payment of user fees and normal handling fees, which we
         accept. In this case too, judicial enforcement of possible entitlements
         to the granting of utilisation permissions would exceed the time frame
         of this project.

         According to Sections 50 TKG, institutions charged with the duty to
         construct and maintain roads and/or settlement authorities are
         authorised to impose conditions, such as joint embedding of LWL-cable
         systems for other holders of user rights.

4.       OTHER APPROVALS UNDER PUBLIC LAW IN CONNECTION WITH ROUTE PLANNING.

Additional approvals under public law are required for the execution of the
project; these are amongst others, approvals under nature protection law and law
relating to water, approvals under dike law etc. Construction work may not be
executed, if such approvals are not at hand. Obtainability of these approvals,
as well as the conditions imposed in connection with these approvals can only be
ascertained in the course of the project; the same applies to the feasibility of
alternative solutions in those cases, where the required approval cannot be
obtained. Judicial enforcement of entitlements to approvals cannot be expected
within the time frame envisaged for the




<PAGE>   123

CONFIDENTIAL TREATMENT

         project. Conditions imposed for approvals may generate additional
         costs, e.g. for compensating measures under nature protection law (e.g.
         afforestation, endowment of compensation funds, etc.).

5.       Guidelines for costs of procurement of rights of way, compensation for
         field damages, etc.

         The guidelines below reflect expectations based on existing experience
         with comparable projects, which have been handled until now. However,
         these guidelines do not contain any statement, that these costs will
         apply in individual cases and/or that obtainability of rights of way,
         approvals etc. is warranted at all, or at the costs shown here.

<TABLE>
        <S>                                                                  <C>
         Compensation payments to property owners per length unit            ##MATERIAL OMITTED AND
                                                                             SEPARATELY FILED UNDER A
                                                                             REQUEST FOR CONFIDENTIAL
                                                                             TREATMENT##

         Lump-sum payments to property owners, associations etc., on the     ##MATERIAL OMITTED AND
         average of partial routes.                                          SEPARATELY FILED UNDER A  
                                                                             REQUEST FOR CONFIDENTIAL   
                                                                             TREATMENT##    
</TABLE>



<PAGE>   124


CONFIDENTIAL TREATMENT

<TABLE>
         <S>                                                                  <C>
         Engineering work, attorney and court fees for handling and           ##MATERIAL OMITTED AND
         procurement of # approvals etc., on the average of partial routes    SEPARATELY FILED UNDER A
                                                                              REQUEST FOR CONFIDENTIAL
                                                                              TREATMENT##

         Compensation for easements, procurement costs and expenses for       ##MATERIAL OMITTED AND
         free routings outside gas line routes and in unsecured gaps, on      SEPARATELY FILED UNDER A
         the average of partial routes                                        REQUEST FOR CONFIDENTIAL
                                                                              TREATMENT##
                                                                                             
         Lump-sum compensation of field and growth damages                    ##MATERIAL OMITTED AND  
                                                                              SEPARATELY FILED UNDER A
                                                                              REQUEST FOR CONFIDENTIAL
                                                                              TREATMENT##             
                                                                                             
         Additional compensation for field and growth damages for             ##MATERIAL OMITTED AND   
         individual settlements (e.g. special cultivations), construction     SEPARATELY FILED UNDER A 
         of access roads, excess widths, etc., on the average of partial      REQUEST FOR CONFIDENTIAL 
         routes.                                                              TREATMENT## 
                                                                                             
</TABLE>


<PAGE>   125

CONFIDENTIAL TREATMENT
<TABLE>
         <S>                                                                  <C>
         Nature protection measures on the average of partial routes          ##MATERIAL OMITTED AND    
                                                                              SEPARATELY FILED UNDER A  
                                                                              REQUEST FOR CONFIDENTIAL   
                                                                              TREATMENT##    
                                                                                             
         Handling costs, expenses, expertises, etc.                           ##MATERIAL OMITTED AND    
                                                                              SEPARATELY FILED UNDER A  
                                                                              REQUEST FOR CONFIDENTIAL   
                                                                              TREATMENT##    
</TABLE>


<PAGE>   126

CONFIDENTIAL TREATMENT

EXHIBIT 8: GERMAN LICENSE

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##




<PAGE>   127

CONFIDENTIAL TREATMENT

Schedule 9
appertaining to the
Agreement on the Implementation
and Utilisation of Fibre Optic Routes

                         BANK GUARANTEE (STANDARD FORM)

1.       Bank guarantee as provided by 7.3.1.

                             Absolute Bank Guarantee

Guarantee holder:       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
                        FOR CONFIDENTIAL TREATMENT##

Contract Awarder:       Hermes Europe Railtel B.V.
Number of guarantee
contract:

Under the provisions of the Agreement on the Implementation and Utilisation of
Fibre Optic Routes concluded on ..... between contract awarder and guarantee
holder, contract awarder is obliged as follows: (1) to make certain payments as
provided in detail by item 7.1.2.1. d), item 4.6. and item 6.2.5. and (2) in
case, that the last payment has not fallen due four weeks prior to expiry of
this guarantee, to provide a new bank guarantee in the amount of ##MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## to
bank guarantee holder.

We herewith, on account of contract awarder's above obligations, take over
absolute guarantee, waiving the defence of failure to pursue remedies and
waiving the defence of voidability and eligibility for offset (Section 770 BGB,
Civil Code), up to an amount of

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT## with the inclusion of any and all supplementary claims
and subject to the proviso that we may only be called upon to make payments in
money under this guarantee.




<PAGE>   128

CONFIDENTIAL TREATMENT

The guarantee is payable upon first demand. Guarantee holder shall
simultaneously submit a written statement, that contract awarder has not
fulfilled his above obligations.

Our guarantee expires, when this surety bond is returned, but at the latest, if
and insofar as no claims based upon this guarantee have been put forward to us
in writing and received by us before September 1, 1997.

The guarantee is subject to the laws of the Federal Republic of Germany. Place
of jurisdiction for any disputes between guarantor and guarantee holder shall be
Aachen.

2.       Bank guarantee as provided by 7.3.2.

                             Absolute Bank Guarantee

Guarantee holder:       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
                        FOR CONFIDENTIAL TREATMENT##

Contract Awarder:       Hermes Europe Railtel B.V.
Number of guarantee
contract:

Under the provisions of the Agreement on the Implementation and Utilisation of
Fibre Optic Routes concluded on ..... between contract awarder and guarantee
holder, contract awarder is obliged to pay annual user fees.

We herewith, on account of contract awarder's obligation to pay user fees
relating to the first three years and payable in 1998, 1999 and 2000, take over
absolute guarantee, waiving the defence of failure to pursue remedies and
waiving the defence of voidability and eligibility for offset (Section 770 BGB,
Civil Code), for the amount of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT## DM for the 1998 fee, and ##MATERIAL OMITTED
AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## DM each for
the 1999 and 2000 user fees, and thus up to a maximum of

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT## Deutsche Mark)




<PAGE>   129

CONFIDENTIAL TREATMENT

with the inclusion of any and all supplementary claims and subject to the
proviso that we may only be called upon to make payments in money under this
guarantee. The guarantee is payable upon first demand. Guarantee holder shall
simultaneously submit a written statement, that contract awarder has not
fulfilled his above obligations. The guarantee may be claimed in instalments. We
are obliged to immediately pay the instalments claimed from time to time, but we
are not entitled to demand return of the surety bond. Only when the guarantee is
claimed for the last instalment, the surety bond has to be returned to us.

Our guarantee shall expire in any event, when this surety bond is returned. Our
guarantee is subject to pro-rata expiry, i.e. on December 31, 1999 it decreases
by ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT## DM, and on December 31, 2000 by ##MATERIAL OMITTED AND SEPARATELY
FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## DM, if and in so far as no
claims have been put forward to us before above dates. The guarantee shall
expire completely, if and insofar as no claim for the last instalment has been
out forward to us in writing and received by us before December 31, 2001.

The guarantee is subject to the laws of the Federal Republic of Germany. Place
of jurisdiction for any disputes between guarantor and guarantee holder shall be
Aachen.

3.       Bank guarantee for the case described under item 7.10

                             Absolute Bank Guarantee

Guarantee holder:       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
                        FOR CONFIDENTIAL TREATMENT##

Contract Awarder:       Hermes Europe Railtel B.V.

Number of guarantee
contract:

Under the provisions of the Agreement on the Implementation and Utilisation of
Fibre Optic Routes concluded on ..... between ... and guarantee holder, ... is
obliged as follows: (1) to make certain payments as provided in detail by item
7.1.2.1. d), item 4.6. and (2) in case, that the last payment has not fallen due
two weeks prior to expiry of this guarantee, to provide a new bank guarantee in
the




<PAGE>   130

CONFIDENTIAL TREATMENT

amount of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT## to bank guarantee holder.

We herewith, on account of contract awarder's above obligations, take over
absolute guarantee, waiving the defences of failure to pursue remedies and
waiving the defences of voidability and eligibility for offset (Section 770 BGB,
Civil Code), up to an amount of

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT##

with the inclusion of any and all supplementary claims and subject to the
proviso that we may only be called upon to make payments in money under this
guarantee.

The guarantee is payable upon first demand. Guarantee holder shall
simultaneously submit a written statement, that ... has not fulfilled his above
obligations.

Our guarantee expires, when this surety bond is returned, but at the latest, if
and insofar as no claims based upon this guarantee have been put forward to us
in writing and received by us before September 1, 1997.

Under the provisions of the Agreement on the Implementation and Utilisation of
Fibre Optic Routes concluded on ..... between ... and guarantee holder, ... is
obliged to pay annual user fees and maintenance fees.

We herewith, on account of contract awarder's obligation to pay user and
maintenance fees payable in the years from .... to ... , take over absolute
guarantee, waiving the defence of failure to pursue remedies and waiving the
defences of voidability and eligibility for offset (Section 770 BGB, Civil
Code), for the amount of ... , and thus up to a maximum of

                    ... DM (in words: ....... Deutsche Mark)

with the inclusion of any and all supplementary claims and subject to the
proviso that we may only be called upon to make payments in money under this
guarantee. The guarantee is payable upon first demand. Guarantee holder shall
simultaneously submit a written statement, that contract awarder has not
fulfilled his above obligations. The guarantee may be claimed in instalments. We
are obliged to immediately pay the instalments claimed from time to time, but we
are not entitled to demand return of the surety bond. Only when the guarantee is
claimed for the last instalment, the surety bond has to be returned to us.

The guarantee is subject to the laws of the Federal Republic of Germany. Place
of jurisdiction for any disputes between guarantor and guarantee holder shall be
Aachen.




<PAGE>   131

CONFIDENTIAL TREATMENT


                                    AGREEMENT

                             on regulations for the

                   "Secondary Embedding of Fibre Optic Cables
                   to be Used for Telecommunication Purposes "


                                     between

                ... ##MATERIAL OMITTED AND SEPARATELY FILED UNDER
               A REQUEST FOR CONFIDENTIAL TREATMENT## hereafter -

                                       and

                                       ...

                       - called line operator hereafter -


The ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT## recommends, that the respective property owners and managers proceed
in accordance with this agreement, when concluding contracts with the line
operator. The line operator on his part undertakes to use this agreement as a
basis when concluding contracts.




<PAGE>   132

CONFIDENTIAL TREATMENT

1.       Lump-sum compensation for embedding

         For the secondary embedding of fibre optic cables on legally secured
         line routes and the set-up of a telecommunication line, which follows
         from such embedding, the property owner shall be paid a lump-sum in the
         amount of ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## DM per running Meter. The minimum for each
         property owner/community of owners shall be ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.

2.       Personal time expenditure (reimbursement for expenditure)

         The line operator shall pay a single lump-sum of ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.-- DM for
         the personal time expenditure of each land manager. Necessary higher
         costs are reimbursed upon production of proof.

3.       Field and growth damages

         Upon completion of construction work, field damages are settled with
         the holder of user rights for the affected areas. This is centred on
         the offer of a lump-sum compensation for grassland and ploughland of
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## DM per running Meter of cable route (this is
         equivalent to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## DM/m(2) work area), which includes the
         field damage caused in the year of construction as well as settlement
         for consequential damages, with the exception of possible damages to
         drainages or other hidden defects. This offer is based on a work strip
         of 3 m, as determined by the width of the cable plough. In forests, the
         offered lump-sum is ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## m per running Meter of cable route
         (this is equivalent to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## DM/m(2) work area). If wood
         felling is required outside the centre strip, which has to be kept free
         of wood for the natural gas pipeline, the expected stock value as laid
         down in the guidelines for the value of forests applicable in the
         respective region is paid for the felled stock of trees as




<PAGE>   133

CONFIDENTIAL TREATMENT

         additional compensation. The owner of the forest may choose between
         compensation with or without taking over the wood.

         Special cultivations are treated individually, as a matter of
         principle.

         Lump-sum compensations are to be understood as inclusive of value-added
         tax, lost premiums/price compensation payments, supplementary benefits
         (e.g. straw, chips, beet tops), aggravation of farming and costs for
         seed and sowing. The lump-sum compensation does not include restoration
         of fences, roads and facilities, it does furthermore not include field
         damages outside the work strip defined above, damages in special
         cultivations caused by special structures as e.g. injection pits or
         storage areas.

         The land manager may decide for individual measurements instead of the
         flat-rate measurement, and/or he may decide for an individual
         determination of damages according to the appraisal guidelines of the
         ... ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##, instead of the flat-rate settlement of field
         damages.

         Other damages (particularly subsidence, accumulation of water, damages
         to drainage, picking up rocks, etc.) and the consequential damages
         caused by this, shall be cleared by the line operator and/or
         compensated for separately upon request and production of appropriate
         proof.

4.       Execution of construction works and excavations

         If excavations over large areas (e.g. injection pits) are required, top
         soil has to be dug up, stored and filled back again separately from the
         subsoil. The soil has to be treated carefully.

         Functionality of drainages and other existing pipes and lines has to be
         preserved. Any damages have to be cleared by the line operator or he
         shall reimburse the required costs - upon prior agreement. The original
         status has to be restored.

         The same applies, if embedding of the cables is proven to have caused
         disruptions of the natural groundwater flow, necessitating water
         engineering measures.

5.       Overground facilities




<PAGE>   134

CONFIDENTIAL TREATMENT

         The line operator shall pay a compensation for required sign posts and
         other overground facilities. This compensation is assessed according to
         the normal compensation for overground facilities in gas pipeline
         projects.

         The position of sign posts shall be agreed with the owner and the
         manager of the property.

6.       Minimum soil coverage

         Embedding of fibre optic cables is performed in such a manner, that a
         minimum soil coverage of 1 Meter is ensured and that the embedded
         LWL-cables are, as a rule, not positioned higher within the ground,
         than the existing gas pipeline. In justified cases, the parties
         concerned may agree on deeper embedding at the line operator's expense.

7.       Access road

         During the course of building activities, access to the properties has
         to be ensured. If required, the line operator has to make provisions
         for passage.

8.       Use of land

         The period of use and the start of construction work shall be announced
         to the property owner as well as the property manager in due time.

9.       Terms for payment

         The lump-sum compensation shall be paid at the start of construction
         work, to the bank account indicated by the owner. Should this payment
         be delayed, interest at a rate of ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## above the valid
         discount rate of the Deutsche Bundesbank shall be due as of that point
         of time.

         If reimbursements of expenses according to item 2, and compensations of
         field and growth damages according to item 3 are paid later than 4
         weeks after the affected areas were surveyed, the respective sums shall
         also be liable to interest at a rate of ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## above the
         valid discount rate of the Deutsche Bundesbank.




<PAGE>   135

CONFIDENTIAL TREATMENT

10.      Valuation and reapplication of boundary marks

         Valuation costs and costs for the reapplication of boundary marks to
         property plots, which may be required in individual cases, shall be
         borne by the line operator.

11.      Route changes

         If the property is not used due to a later change of route, the land
         manager is not required to return his compensation for expenses
         according to item 2 and the property owner is not required to return
         the minimum amount for lump-sum compensation according to item 3.

12.      Value-added tax.

         The property owner and the land manager may invoice the line operator
         with the amount of above payments to be made by the line operator, in
         order to indicate statutory value-added tax separately, if this is
         required by the individual case at hand.

13.      Disputes

         Should any disputes arise, the parties concerned shall endeavour, with
         assistance by the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT##, to achieve an amicable
         settlement.

14.      Compensation payments according to the Directive on Cultivated Plants

         The set-up of the telecommunication line must not cause the involved
         land manager, provided that he shows orderly conduct, to suffer any
         disadvantages with respect to price equalisation payments by the EU,
         due to standards set by the Directive on Cultivated Plants. The same
         applies to the obligation of the involved farming operations, to set
         aside agricultural land.

15.      Liability

         The line operator is liable for damages caused by embedding and
         operation of telecommunication lines, as provided by law. He
         indemnifies the property owner against any claims by third parties due
         to embedding and




<PAGE>   136


CONFIDENTIAL TREATMENT

         operation of the telecommunication line. The line operator may not
         invoke Section 831, paragraph 1, clause 2 BGB (Civil Code).

16.      Injection points

         In case of injection points, field and growth damages shall be
         compensated as ascertained by measurements. In other respects, items 3
         and 4 of this agreement apply accordingly.

17.      Most-favoured party

         If, within the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## territory and under comparable
         circumstances, the line operator pays a higher equalisation payment to
         an involved property owner, or if he pays higher compensations for
         damages to an involved land manager, all other property owners or land
         managers within the territory of the ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##, who are affected by
         secondary embeddings of fibre optic cables, shall receive an equivalent
         supplementary payment.

18.      Secondary embedding of fibre optic cables outside the legally secured
         line route and/or, in case of forest properties, outside the strip to
         be kept free from wood.

         Outside of legally secured line routes, separate, individual agreements
         with property owners and land managers, who are not subject to this
         agreement, shall be concluded. If cables are embedded within forests,
         but outside the strip to be kept free from wood, separate agreements
         have to be concluded with the owner of the forest, too.

19.      Close-down and removal

         If a utility line secured by property lien is closed-down definitely,
         and when the easements entered in the land register are cancelled, the
         regulation under item 18 shall apply for the continuation of the
         telecommunication line.

         If a closed-down utility line is removed, and if, at that point of
         time, the fibre optic cable has been definitely closed down as well,
         the property




<PAGE>   137

CONFIDENTIAL TREATMENT

         owner may demand removal of the cable, if a permissible use of the
         property is prevented, when the cable remains in place.

20.      Duration

         This agreement shall remain in effect until December 31, 1999. It is
         tacitly renewed by one year every year, unless terminated with
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## months written notice to the end of the year
         by one of the parties to the agreement.


         ... ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##




<PAGE>   138


CONFIDENTIAL TREATMENT

Schedule 10
appertaining to the
Agreement on the Implementation
and Utilisation of Fibre Optic Routes

                Intended Benchmarks for Subcontractor Agreements
<TABLE>
<CAPTION>
   Important contract      Engineering work          Construction work                 LWL-cables and            Cable ducts
        clauses                                                                    components of LWL-cable 
                                                                                          systems
<S>                      <C>                       <C>                            <C>                           <C>
1  Liquidated damages    none, unenforceable       ##MATERIAL OMITTED             ##MATERIAL OMITTED            ##MATERIAL OMITTED
                                                   AND SEPARATELY                 AND SEPARATELY                AND SEPARATELY  
                                                   FILED UNDER A                  FILED UNDER A                 FILED UNDER A   
                                                   REQUEST FOR                    REQUEST FOR                   REQUEST FOR 
                                                   CONFIDENTIAL                   CONFIDENTIAL                  CONFIDENTIAL  
                                                   TREATMENT##,                   TREATMENT##                   TREATMENT## of
                                                   calculated on the basis of     calculated on the basis of    individual order or
                                                   the total order value          the total order value         call  

2  Insurances            Liability insurance for   Demanded is a sum insured      Demanded is a sum insured     none 
                         engineers, sum insured:   of 10 mio. DM minimum          of 10 mio. DM minimum         (supply transaction)
                         1 mio. DM per claim for   per claim, as flat rate for    per claim, as flat rate for  
                         bodily injury and other   bodily injury, material        bodily injury, material      
                         damages, no pecuniary     damages and/or pecuniar        damages and/or pecuniary     
                         losses.                   losses, including liability    losses, including liability  
                                                   for effects on the             for effects on the           
                                                   environment. The               environment. The             
                                                   environmental liability        environmental liability      
                                                   insurance covers the           insurance covers the         
                                                   following risks:               following risks:             
                                                   1. risk to WHG-facilities,     1. risk to WHG-facilities,   
                                                   2. risk to sewage facilities   2. Risk to sewage facilities 
                                                      and nuisance risk              and nuisance risk         
                                                   3. supplementary cover         3. supplementary cover       
                                                      (basic cover)                  (basic cover)             
                                                   Contract awarder is            Contract awarder is          
                                                   required to conclude a         required to conclude a       
                                                   builder's and assembler's      builder's and assembler's    
                                                   liability insurance.           liability insurance.         
                                                   Existence of insurance has     Existence of insurance has   
                                                   to be proven prior to          to be proven prior to        
                                                   execution of the contract.     execution of the contract.   
</TABLE>                                                               




<PAGE>   139

CONFIDENTIAL TREATMENT

<TABLE>
<S>                      <C>                       <C>                            <C>                           <C>
3 Liability              Limited to the amount     Contractor is liable as        Contractor is liable as       As provided by the 
                         of payments by            provided by law. In other      provided by law.              General Purchasing 
                         contractor's liability    respects, as provided by       Contractor's liability shall  Conditions of the  
                         insurance with a cover    section 22 of the AVB          not be limited by the fact    ##MATERIAL OMITTED 
                         of 1 mio DM per claim                                    that the builder's and        AND SEPARATELY     
                         for bodily injury and                                    assembler's liability         FILED UNDER A      
                         other damages, no                                        insurance held by him does    REQUEST FOR        
                         pecuniary losses.                                        not, or only partly, cover    CONFIDENTIAL       
                                                                                  the actual damage.            TREATMENT##.       

4 Rescission                   . / .               Contractor grants contract     Contractor grants contract    Contract awarder
                                                   awarder a right of             awarder a right of            is entitled to  
                                                   termination for the event,     termination for the event,    perform necessary  
                                                   that the project is not        that the project is not       changes to the     
                                                   executed due to exceptional    executed due to exceptional   order any time,    
                                                   circumstances. If contract     circumstances. If contract    or to limit the    
                                                   awarder makes use of this      awarder makes use of this     scope of supply    
                                                   right, costs for work          right, costs for work         and performance.   
                                                   performed until that point     performed until that point      
                                                   of time shall be               of time shall be                
                                                   remunerated upon               remunerated upon              
                                                   appropriate proof.             appropriate proof. 
                                                                                  Addition:             
                                                                                  right of rescission in case
                                                                                  of failure to remedy faults
                                                                                  after a reasonable extension  
                                                                                  was granted, transgression     
                                                                                  of the original delivery date  
                                                                                  by more than 2 months,        
                                                                                  failure to achieve defined     
                                                                                  specifications.


</TABLE>

<PAGE>   140

<TABLE>
<S>                      <C>                        <C>                           <C>                           <C>
5 Bank guarantees        none                       Contractor has to provide     Contractor has to provide     None
                                                    an absolute bank guarantee    an absolute bank guarantee     
                                                    in the amount of 5% of the    in the amount of 5% of the     
                                                    total order value as partial  total order value as partial   
                                                    security for his warranty.    security for his warranty.     
                                                    In other respects, section    For new suppliers only: As     
                                                    25 the AVB apply.             security for the fulfilment    
                                                    For new suppliers only: As    of the order, contractor       
                                                    security for the fulfilment   shall provide a performance    
                                                    of the order, contractor      bond in the amount of not       
                                                    shall provide a performance   less than 10 % of the total    
                                                    bond in the amount of not     order value, by way of an     
                                                    less than 10 % of the total   absolute bank guarantee.       
                                                    order value, by way of an                                      
                                                    absolute bank guarantee.                                     

6 Secrecy                A clause to this effect    A clause to this effect       A clause to this effect       A clause to this 
                         shall be prescribed for    shall be prescribed for       shall be prescribed for       effect shall be 
                         the respective             the respective contractor     the respective contractor     prescribed for the
                         contractor and             and his subcontractors.       and his subcontractors.       respective   
                         his subcontractors.                                                                    contractor and his 
                                                                                                                subcontractors.

7 Warranted                 . / .                   Selected specified            Selected specified            Selected specified 
  characteristics                                   characteristics.              characteristics.              characteristics.   


</TABLE>

<PAGE>   141

<TABLE>
<S>                      <C>                        <C>                           <C>                           <C>
8 Warranty               Contractor warrants        The warranty period is        The warranty period of 5       The warranty period
  Indemnity              professional, faultless    5 years. In other respects,   years.                         is 2 years.  In 
  Remedy of faults       execution of his work      section 23 of the AVB         Contractor is liable for       other respects, as
                         according to recognised    apply, as enclosed.           defects occurring during the   provided by the   
                         engineering rules. The                                   warranty period in that        enclosed General  
                         warranty period is 5 years                               manner, that deficient         Purchasing        
                         after acceptance of the                                  performances or supplies       Conditions of the 
                         respective work.                                         are improved, re-supplied      ##MATERIAL OMITTED
                         Indemnity is limited to                                  or exchanged promptly          AND SEPARATELY    
                         cover for bodily injuries                                after notification to this     FILED UNDER A     
                         or other damages through an                              effect. All reasonable         REQUEST FOR       
                         engineer's liability                                     efforts have to be taken and   CONFIDENTIAL      
                         insurance, with a sum                                    no costs may be caused for     TREATMENT##       
                         insured of 1 mio. DM per                                 contract awarder. All costs         
                         claim, no pecuniary losses.                              incurred, particularly costs        
                         In case of performance,                                  incurred for assessment of          
                         which is not in keeping                                  the defect, removal and             
                         with the contract, contract                              re-assembly of defective parts      
                         awarder is entitled to                                   and all other additional            
                         subsequent improvement,                                  collateral performances are         
                         until the defect is                                      to be borne by contractor.          
                         remedied. Contract awarder                               If contractor repeatedly            
                         shall grant contractor an                                delays remedy of defects, or        
                         appropriate extension                                    if imperative necessities of        
                         period for subsequent                                    contract awarder's operation        
                         improvement. If                                          require immediate remedy            
                         subsequent                                               of the defect, contract       
                         improvement fails                                        awarder is entitled to either 
                         twice, contract                                          remedy the defect himself     
                         awarder shall be                                         at contractor's expense or     
                         entitled to perform the                                  to have it remedied by a       
                         secondary                                                third party. Indemnity for     
                         improvement himself,                                     want of a warranted            
                         contractor's costs, or to                                characteristic.                
                         have them performed                                                                     
                         by a third party.                                                                       
</TABLE>

Explanatory notes:

"AVB" denominates the General Conditions for the Award of Contracts of the
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##; the relevant sections 22, 23 and 25 are enclosed. The General
Purchasing Conditions of the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT## are enclosed as well.

"WHG" denominates the Law on the Management of Water Resources
<PAGE>   142

19.3     Payments shall be made upon proper invoicing only. All invoices and
         payment request have to be issued to the builder in twofold. They have
         to indicate the order number and the items to be settled and are to be
         submitted to the address indicated in the order. Accounting documents
         suitable for auditing, proofs of ascertained performances, such as
         surveys etc. have to be added (see also item 18.3).

20       SUPPLEMENTARY CLAIMS

         Supplementary quotations have to be submitted within 30 days after the
         notification of change (Schedule 9). They have to comprise all
         documents required for evaluation (statement of reasons including
         differentiation from existing performance contracts, detailed
         specification of services, written instruction by engineer/builder,
         proofs of supply and performance recognised by the [illegible],
         detailed statements of calculations and costs, etc.) and are to be
         submitted to the engineer (headquarters) in negotiable form.
         Insufficiently substantiated and/or proven supplementary quotations
         have to be proven by the contractor in a complete manner upon prior
         demand to improve by the engineer. This has to be done within 20
         working days after receipt of mail. If this timelimit is exceeded,
         builder and/or his engineer shall fix prices in their own fair
         judgement.

         After submission of final accounts, supplementary claims are not
         permitted, unless contractor is not to be held responsible for failure
         to assert such claims in time. Contractor has to prove this.

21       PASSING OF RISK

         With effect from the date of the delivery record (Schedule 5, page 5)
         the risk of accidental loss or accidental deterioration of the work
         passes to the engineer/builder.

22       LIABILITY


22.1     Contractor is liable as provided by law. This includes liability for
         negligence of his vicarious agents. This liability also applies to
         damages caused during contractual work. The builder is to be
         indemnified against claims for damages by any third party, which may
         arise during execution of the contractual work, he is also to be
         indemnified against disadvantages, which may accrue to builder from any
         release from liability of a subcontractor. In case of doubt, contractor
         has to prove that he is not at fault.

22.2     Contractor is liable for any and all claims by third parties on account
         of infringements of property rights committed in connection with his
         work. He holds the builder harmless against any such claims, unless the
         acts, which lead to such infringement, were prescribed by the builder.

22.3     Contractor's liability is not limited or reduced by the fact, that the
         liability insurance held by him or the builder's and assembler's
         liability insurance held by the builder, as provided under item 24,
         does not cover the damage or does so only in part.

<PAGE>   143

22.4     Liability of builder and builder's vicarious agents for slight
         negligence is excluded.

23       WARRANTY

         Faulty work (e.g. damages in sheathing or subsidence) are subject to
         warranty, even before acceptance.

23.1     Contractor warrant, that all supplies and services made and rendered by
         him, his subsuppliers or subcontractors, are completely free from any
         defects. He particularly warrants faultless constructional [illegible],
         professional selection and processing of the materials and supplies
         used by him, and durable workmanship and construction, as appropriate
         for the material involved, according to the latest state of the art.
         Long-term fulfilment of specified characteristics, performance and
         quality data is warranted

23.2     Defects occurring within a period of three years after acceptance
         (record date as provided under item 17.1) are to be remedied by
         contractor at his expense, immediately after the complaint was made.
         Remedy is to be performed , at builder's option, by subsequent
         improvement, supply or exchange. Contractor has to bear all costs
         incurred in connection with the assessment and remedy of the defect,
         including all additional services, even if such services have not been
         performed by contractor.

23.3     If contractor delays performance of remedying defects or if safety
         interests or operational circumstances of the builder/operator require
         immediate action, then builder may take measures for immediate
         elimination of the defect, also by a third party, at contractor's
         expense. Parts exchanged in the course of such actions are placed at
         contractor's disposal, after examination by the builder. As for the
         rest, he shall receive a report on the defects. In case of delays,
         builder may, besides replacement, also demand a price reduction or
         indemnity for damages.

23.4     Should any defects occur, the nature of which prevents rectification,
         or which recur continuously for reasons of systematic, then builder is,
         in addition to the entitlements under item 23.2 and 23.3, also entitled
         to demand a price reduction or indemnity for damages

23.5     Above warranty applies to the entire scope of supply and performance,
         including all supplementary supplies and supplementary performances. It
         extends in particularly to the freedom of the gas line from any defects
         in sheathing and freedom from electric contacts, which are detrimental
         to the functioning of the cathodic protection system. Should defects of
         this kind occur, costs for corrections and re-adjustments of the
         corrosion protection equipment, elimination of contacts and possible
         compensation for field damages are to be borne by the contractor as
         well.

23.6     As long as type and cause of a defect are under discussion, before a
         written complaint is filed, running of the warranty period under item
         23.2 is suspended. The written complaint interrupts running of the
         warranty period.

23.7     Items 23.2 to 23.6 also apply to cases of lack of warranted
         characteristics.

23.8     Fault clearance work may only be performed upon prior approval by the
         engineer and the operator.


<PAGE>   144

24       INSURANCES

24.1     Contractor is obliged to maintain, at his expense, a manufacturer's
         liability insurance for bodily injury, property damages and pecuniary
         losses, with inclusion of damages to water/other environmental damages.
         Flat-rate cover has to amount to 5,000,000 DM, when the building
         project involves parallel routing with other utility lines, and/or
         10,000,00 DM for each claim, if drinking water protection areas or
         water extraction areas are touched by the route. Insurance protection
         has to begin in due time prior to the start of work and may only end
         after complete acceptance of the entire building project by the
         builder. Its existence has to be proven upon submission of the
         quotation. It may neither be reduced nor terminated [illegible] expiry,
         without prior notification to the builder. Insurance cover has to be
         reinstated for work performed under warranty.

24.2     Builder shall conclude a transport, builder's and assembler's
         insurance, which includes contractor's risk. Contractor may request a
         copy of valid terms and conditions of the current insurance contract
         through the engineer (standard form: refer to Schedule 3).

         Claims on the contractor's side, which are to be indemnified by the
         transport, builder's and assembler's insurance, have to be reported to
         the engineer in writing within [illegible]. This report has to include
         a detailed description. It has to be complemented by two complete sets
         of copies for the builder and the insurance.

25       PROVISION OF SECURITY

         To secure his contractual rights, builder shall retain as security 5 %
         of each invoiced amount until the end of the warranty period plus a
         supplementary period of 3 months.

         This security may be replaced by an absolute guarantee of a big German
         bank or, provided the builder agrees, by an absolute guarantee of the
         Group. The guarantee is not to be subjected to the condition, that
         payments by the builder have to be effected to accounts held by the
         contractor with the guaranteeing institute.

         The guarantee has to be designed in such a way, that it is payable upon
         first demand, and that it only expires upon release by the builder.

         Builder may call upon the security any time. He has to notify
         contractor and give reasons for this.

26       Exclusion of assignment

         Assignment of contractor's claims against the builder accruing from
         this order is not allowed, with the exception of assignments to
         contractor's suppliers granted within the realm of the building project
         for securing unavoidable trade credits. Under no circumstance may above
         claims be made the object of overall assignments.

27       TERMINATION WITHOUT NOTICE

         Builder may terminate the agreement without notice, if contractor
         ceases payments, if insolvency proceedings are instituted with regard
         to his property of if an application for institution of such proceeding
         is filed, or if his claims against builder are seized or attached in
         full or in part.


<PAGE>   145

CONFIDENTIAL TREATMENT

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##

Note by the translator: this text is barely legible!

GENERAL PURCHASING CONDITIONS
(October 1993 Version)

1.       Scope

         The General Purchasing Conditions shown below apply, unless and to the
         extent as otherwise agreed, to all our orders for delivery of goods
         and/or provision of services.

2.       Acceptance of an order

         The "order acceptance form" included with our order has to be signed
         and returned to us within 8 days. Subject to the regulations in section
         3, the contract shall only be considered as concluded, after we are in
         possession of the "order acceptance form" signed by the supplier
         (contractor). By signing the "order acceptance form", supplier
         (contractor) acknowledges our General Purchasing Conditions. Changes or
         amendments which deviate from the content of our order, shall only be
         effective after we have confirmed them in writing. Delivery or
         performance conditions of the supplier or contractor shall not place us
         under any obligation, even of we do not protest against such
         conditions. If the supplier (contractor) executes the order, although
         we did not receive the "order acceptance form" within the term
         mentioned in section 1, execution of the order shall be construed as
         acknowledgement of our General Purchasing Conditions.

3.       Terms and deadlines

         The agreed deadlines for delivery and performance have to be strictly
         observed. If the supplier/contractor realises, that he will be unable
         to comply with the deadline for delivery/performance, he shall advise
         us immediately, so that we can make appropriate arrangements in time.

4.       Shipping documents

         Shipping documents have to be sent to our Department [illegible] in
         ?fold, immediately after the respective shipment was cleared. In
         addition to that, the shipment has to be accompanied by a packing list
         in [illegible] Date and number of the order, item number and allocation
         to an account have to be indicated in the shipping papers.

5.       Invoicing and payment

         Invoices have to be submitted to us immediately after delivery or
         performance was made. They have to be issued for each order separately
         and have to be provided with indication of order date, order number,
         number of the ordered item, and disposition number of the order.
         Invoices must not be included with shipments. Settlement shall be made
         by means of payment at our option. This includes bills of exchange.
         When paying with bills of exchange, we shall reimburse reasonable
         discounting expenses on the basis of the discount rate set by the
         Deutsche Bundesbank, expenses to be calculated on the basis of the
         status, which was in effect on the day of handing over the bill of
         exchange. In case of payment within two weeks after delivery and
         receipt of the invoice by us, we shall be entitled to deduct a discount
         of 2% from the invoiced amount.


<PAGE>   146

6.       Assignment of claims

         Supplier (contractor) is not authorised to assign his claims against us
         in full or in part or to have them collected by any third party,
         without our prior approval, which we shall not withhold without
         important reason.

7.       Warranty

         The supplier (contractor) has to remedy defects in his delivery or
         performance without delay and at his expense (subsequent improvement);
         the limitation period shall be one year from the time of passing of the
         risk. We may demand rescission of sale or reduction of the price, in
         place of subsequent improvement, or, in case of purchase by
         description, we may also demand delivery of replacements free of
         charge. In case of contracts for work and performances, we may assert
         these rights, when contractor refuses to perform subsequent
         improvements, if this is impossible for him, or if he is in delay with
         the subsequent improvement. In urgent cases, or in case of delay by the
         supplier (contractor), we may remedy the defect either ourselves or
         have them remedied, at supplier's (contractor's) expense and without
         setting any further timelimit. If the supplier (contractor) delays
         remedying the defect, we may withdraw from the contract or claim
         damages for non-performance. When the supplier (contractor) remedies
         defects, the warranty period shall be prolonged by that period of time
         which elapsed between complaint and acceptance of repairs. Above
         provisions shall apply mutates mutants to deliveries of replacements or
         subsequent improvements.

8.       LIABILITY

         Supplier (contractor) shall also be liable for his vicarious agents,
         when these caused the damage on the occasion of performance. He waives
         the possibilities of discharge under Section [illegible] BGB.

9.       Withdrawal

         If a change in the conditions, which were decisive for concluding the
         contract, occur without our fault, and if this occurs before
         performance of the contract, we shall be entitled to demand performance
         of the contract under different terms, or to withdraw from the contract
         in full or in part.


<PAGE>   147

10.      Data processing

         We are authorised to process personal data in the sense of the Federal
         Data Protection Act, as far as this is required for execution of the
         contract.

11.      Place of performance

         Place of performance for any and all deliveries or performances by
         supplier (contractor) is the place of destination, which we indicate in
         each case. Place of performance for payments is Essen.

12.      Place of jurisdiction

         Place of jurisdiction for merchants who have been entered in the trade
         register is Essen.

13.      Applicable law

         Applicable law for relations between ourselves and supplier
         (contractor) is the law of the Federal Republic of Germany. The United
         Nations Convention on Contracts for the International Sale of Goods
         (CISG) shall not be applied.



<PAGE>   148


CONFIDENTIAL TREATMENT

                                   MEMORANDUM
      AD NO. 1.1.4 AND 3.5.4 OF THE LWL-AGREEMENT DATED SEPTEMBER 24, 1997.

With respect to the free provision of LWL-fibres to gas supplying companies, the
pipeline routes of which are to be used, as provided by the LWL-Agreement, the
parties to the LWL-Agreement agree as follows:

When utilising LWL-fibres, which were made available free of charge, for
telecommunication purposes outside the realm of the gas business, the provisions
on special adjustments of user fees under No. 3.5.1 and 2 shall be applied
accordingly. In view of the fact that HER does not know the agreement between
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT## and the gas supplying companies, this provision shall apply
independently of the question, whether and to what extent ##MATERIAL OMITTED AND
SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall or shall be
able to make the gas supplying companies bear a share of costs for the setting
up of the route in case of its use for telecommunication purposes outside the
realm of the gas business.

Hoeilaart, September 24, 1997                      Hoeilaart, September 24 1997

Signature illegible                                Signature illegible
Hermes Europe Railtel B.V.                         ##MATERIAL OMITTED AND
                                                   SEPARATELY FILED UNDER A 
                                                   REQUEST FOR CONFIDENTIAL
                                                   TREATMENT##




<PAGE>   149

CONFIDENTIAL TREATMENT

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##

                                                       Date: September 24, 1997

LWL-AGREEMENT DATED SEPTEMBER 24, 1997

Dear Sir or Madam,

This is to advise you that our shareholders on their meeting, agreed to the
conclusion of the LWL-contract dated September 24, 1997 and that the reservation
to this effect under No. 7.14 of the agreement has thus been lifted by us.




<PAGE>   150

CONFIDENTIAL TREATMENT

                                    Contract

                                     between

                     ##MATERIAL OMITTED AND SEPARATELY FILED
                  UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##

and

                    the gas supplying companies listed below:

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##

                                                       - called GVU hereafter -

                      the following agreement is concluded:




<PAGE>   151

CONFIDENTIAL TREATMENT

                                    PREAMBLE

The GVU intend to modernise existing technical facilities along their gas
pipelines and to extend their capacity at this occasion in such a manner, that
they may also be used for public telecommunication services, for example by
letting lines to telecommunication companies. The intend furthermore, to equip
future crossings with ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
FOR CONFIDENTIAL TREATMENT##-property with additional fibre optic cables and
cable ducts for telecommunication purposes. They are of the opinion, that
property owners have to tolerate set-up, operation and renovation of
telecommunication lines under the provisions of Section 57 Paragraph 1 No. 1 TKG
(Telecommunication Law).

According to the GVU's opinion, this right also includes the right to adjust and
amend their technical facilities crossing railway property accordingly. They are
of the opinion that, under the provisions of Section 57 Paragraph 2 TKG, the
##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT## has to tolerate the modification and amendment of crossings without
remuneration. Only expenses incurred for handling applications for modifying
crossings were to be reimbursed on the grounds of the contracts on railway
crossings, which were concluded on the basis of rules and regulations for
railway crossings, by payment of a lump sum not higher than 377.50 DM per
crossing.

The GVU finally hold, that a free right of use may also be derived from
regulations under general law, such as competition law, antitrust law and
others.

In opposition to that, the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT## is of the opinion that Section 57 TKG - if
at all - only applies to the lines or facilities, which were in existence at the
time when the law became effective, and that only these facilities may be used
for telecommunication purposes. Consequently, later technical modifications or
enhancements for telecommunication purposes would not fall under the scope of
Section 57 TKG so that the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT## were under no obligation to tolerate such
impact on their properties. Consequently, the ##MATERIAL OMITTED AND SEPARATELY
FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## is of the opinion, that an
appropriate fee is payable for the right to use property of the ##MATERIAL
OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL CONFIDENTIAL
TREATMENT

TREATMENT##. The ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
CONFIDENTIAL TREATMENT## holds, that payment of an amount of not less than DM
8,200.00 per crossing is appropriate for expenses incurred and as fee for the
right of utilisation (3,200.00 DM administration expenses, 5,000.00 DM user
fees).

Agreement on these differing legal viewpoints is not obtainable; thus, the
following understanding is concluded:



<PAGE>   152



CONFIDENTIAL TREATMENT

                                    SECTION 1

     Use of Property of the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
                      REQUEST FOR CONFIDENTIAL TREATMENT##

1.       Maintaining their respective legal viewpoints, ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and GVU
         agree that the signatory GVUs are entitled to equip existing crossings
         between their gas pipelines and ##MATERIAL OMITTED AND SEPARATELY FILED
         UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## property with additional
         fibre optic cables and cable ducts for telecommunication purposes and
         to use them accordingly for the provision of telecommunication services
         to the general public. Longitudinal routings up to a length of 300
         Metres shall also be considered as crossings. Embedding of optic fibre
         cables and cables ducts along longitudinal routes longer than that
         requires a separate agreement with ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.

2.       The GVU concerned in each instance shall submit appropriate
         applications to ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT## undertakes to process these applications
         by the GVU within an appropriate period of time. Facilities earmarked
         for telecommunication purposes are also subject to the technical
         specifications of the rules and regulations for railway crossings.

                                    SECTION 2

                                      Fees

1.       Maintaining their respective legal viewpoints, ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and GVU
         agree that GVU shall pay a preliminary amount of DM 8,200.00 per
         crossing to the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST
         FOR CONFIDENTIAL TREATMENT##, until a final decision of a possible
         legal dispute under Section 3 or any other mutually agreed
         clarification is found.

2.       This amount does not include construction costs, costs for securing
         measures etc. which may be incurred by the ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT##.




<PAGE>   153

CONFIDENTIAL TREATMENT

3. All amounts are understood net, plus statutory value-added tax.

                                   SECTION 3

                                  Legal dispute

For the event, that GVU or ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
REQUEST FOR CONFIDENTIAL TREATMENT## wish to enforce their legal viewpoints in
court, the following shall apply:

1.       A lawsuit shall be conduced by way of test case for a minimum of ten
         crossings.

2.       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## and GVU undertake to accept a final court
         decision in appeal proceedings, which shall be passed on the matter in
         dispute in this test case in favour of or against ##MATERIAL OMITTED
         AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## and
         the GVU signing this agreement, for all corresponding crossings.

3.       Parties will set up their statement of facts in such a manner, that the
         court will decide the facts in dispute, which are described in the
         preamble, on the basis of the actual conditions, which existed before
         this agreement was concluded.

         Should the courts pass a final decision that ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## is under
         no obligation to allow the GVUs joint use of railway property for
         telecommunication purposes other than operational purposes, then the
         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## shall submit to the GVUs a contractual offer
         for joint use of railway property against payment of a fee, which
         allows unlimited use of the telecommunication lines. Fees and other
         conditions shall be free from any discrimination in relation a
         comparable uses for telecommunication purposes; uses by ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT##and their subsidiary and holding enterprises including



<PAGE>   154

CONFIDENTIAL TREATMENT

         ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT##, shall not be taken into consideration for
         this.

         Until that time, when such a contractual offer shall be submitted, and
         for an appropriate period of time after that, ##MATERIAL OMITTED AND
         SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall
         permit continued used of the embedded LWL-cables and cables ducts and
         shall not interrupt operation of the cables.

4.       For the case of a legal dispute, ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## reserves the right
         to claim fees other than those agreed under Section 2.

5.       Parties agree that the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A
         REQUEST FOR CONFIDENTIAL TREATMENT## is actively legitimated for the
         GVUs signing this contract. As far as no crossings held by ##MATERIAL
         OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
         TREATMENT## herself, are concerned, ##MATERIAL OMITTED AND SEPARATELY
         FILED UNDER A REQUEST FOR CONFIDENTIAL TREATMENT## shall safeguard the
         rights and duties of the GVU concerned as representative of that GVU.

6.       It is agreed, that Frankfurt/M. shall be place of jurisdiction for
         lawsuits under this agreement.

7.       ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## and the GVUs agree, that the amounts to be
         claimed or claimed back for the crossings concerned, after a final
         judgement was passed, shall bear 5% interest per annum. The handling
         fee of the ##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR
         CONFIDENTIAL TREATMENT## for modifications of existing crossings in the
         amount of 377.50 DM shall not be paid back under any circumstances.





<PAGE>   155

CONFIDENTIAL TREATMENT

                                    SECTION 4

                                  Final rulings

1.       This agreement shall become effective for each signatory GVU at that
         point of time, when the GVU signs the agreement.

2.       Contracting parties may terminate the agreement with three months
         notice to the end of a calendar year, for the first time December 31,
         1999. This shall apply to telecommunication lines to be newly embedded
         for the first time after that point of time.

3.       Amendments of and/or supplements to this agreement have to be in
         writing. The same applies to revocation of the requirement of writing.

4.       Should a provision of the agreement be or become invalid or
         unenforceable, validity of the remaining agreement shall remain
         unaffected. Parties shall agree a provision to replace the invalid or
         unenforceable provision, which, under economic aspects, comes as close
         as possible to the invalid or unenforceable provision.

Frankfurt/Main, July 23, 1997               Essen, July 30, 1997

Signatures illegible                        Signatures illegible

##MATERIAL OMITTED AND SEPARATELY FILED UNDER A REQUEST FOR CONFIDENTIAL
TREATMENT##