**Exhibit 10.34**

**RIGHT TO USE AGREEMENT**

**THISRIGHT TO USE AGREEMENT**, including the attached appendices(collectively, the “Agreement”), is entered into as of the 6th****day of December, 2002 (the “EffectiveDate”) by and between Mountain Telecommunications, Inc., an Arizonacorporation with principal place of business at 1430 West Broadway, SuiteA-200, Tempe, Arizona, 85282 (“MTI’) and the Salt River Pima-MaricopaIndian Community (“SRPMIC”), on behalf of itself and Saddleback CommunicationsCompany (“Saddleback”), a division of SRPMIC with its principal place ofbusiness at 10190 East McKellips Road, Scottsdale, Arizona, 85256. MTI andSRPMIC are sometimes referred to herein individually as a “Party” andcollectively as “Parties.” As used herein, the term “SRPMIC” shallinclude Saddleback.

**WITNESSETH:**

**WHEREAS,**MTI and SRPMIC are parties to that certain Class AConvertible Stock Purchase Agreement (the “Stock Purchase Agreement”) ofeven date herewith, pursuant to which SRPMIC is acquiring shares of MTI’s ClassA Convertible Common Stock (the “Stock”); and

**WHEREAS**,in consideration for receiving the Stock, and other consideration hereinafterdescribed, SRPMIC shall grant to MTI the irrevocable right to use the SwitchCapacity during the Term of this Agreement, and the irrevocable right to usethe Fiber Capacity during the Term of this Agreement, and the Parties desire toenter into this Agreement to define the terms and conditions of such rights.

**NOW,THEREFORE**, in consideration of the premises and the mutualcovenants, agreements, undertakings, representations, and warranties set forthherein, and subject to the terms and conditions hereof, the Parties herebyagree as follows:

**ARTICLE I**

**DEFINITIONS**

1.1       “ConfidentialInformation” means proprietary information or material that has beencreated, discovered, developed, or otherwise become known to a receiving partywhich is**treated and designatedby the disclosing party as confidential, including any engineering design,manufacturing processes, or source code, non-public financial informationregarding the disclosing party, information relating to research anddevelopment, new product pricing and marketing plans of the disclosing party,and non-public information relating to the disclosing party’s operations,revenue, trade secrets, or management practices.

1.2       “Conversion Event”shall have the same meaning as defined in MTI’s Amended and Restated Articlesof Incorporation adopted as of December 6, 2002.

1.3       “Fiber” means thefiber optic cables or conduits owned or controlled by SRPMIC and installed asof the Effective Date, or installed after the Effective Date in order tofacilitate redundant diverse paths in accordance with Article 3.3 ofthis Agreement. Nothing contained in this Agreement shall prohibit the Partiesfrom contracting for the use of fiber installed by

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SRPMIC after the Effective Date upon terms andconditions mutually agreeable to the Parties, and subject to the requirementsof Article 13.10.

1.4       “Fiber Capacity”means the total capacity of all lit Fiber which traverses paths between thePremises and locations within or to the exterior boundaries of the SRPMIC.

1.5       “Premises” means thestructure located at 10190 East McKellips Road, Scottsdale, Arizona 85256,where the Switch Facilities are housed.

1.6       “Switch” means theDMS-500 telecommunications switch located at the Premises.

1.7       “Switch Capacity”means the available capacity of any of the various applications of the Switch,as listed on Appendix A which is attached hereto and incorporated hereinby this reference.

1.8       “Switch Facilities”means the Switch and all peripheral equipment attached to the Switch,irrespective of whether such equipment is owned by SRPMIC, MTI or otherentities.

**ARTICLE II**

**SWITCH CAPACITY**

2.1       Grant of Right to UseSwitch Capacity. Subject to the terms and conditions of this Agreement,SRPMIC hereby grants to MTI and MTI hereby accepts from SRPMIC the right to usethe Switch Capacity as specified in Appendix A, except for that certainSwitch Capacity reserved for the sole and exclusive use of SRPMIC as specifiedin Appendix B which is attached hereto and incorporated herein by thisreference (the “Switch Capacity Reservation”). During the Term of thisAgreement, MTI’s right to use the Switch Capacity shall be irrevocable. It isunderstood and agreed that MTI’s right to use the Switch Capacity pursuant tothis Agreement shall not include the right to use any telecommunicationsfacilities, equipment or software purchased or installed by SRPMIC after theEffective Date, excluding Fiber installed after the Effective Date in order tofacilitate redundant diverse paths in accordance with Article 3.3 ornecessary upgrades of the Switch in accordance with Article 4.2.Further, MTI’s right to use the Switch Capacity pursuant to this Agreement shallnot include the right to use any telecommunications facilities, equipment orsoftware owned or controlled by any division of SRPMIC other than Saddleback.

2.2       Temporary SwitchCapacity for SRPMIC.

(a)       Upon written notice fromSRPMIC to MTI that SRPMIC has exhausted or is approaching exhaust of its SwitchCapacity Reservation for any frame application subject to this Agreement, MTIshall make available to SRPMIC, at the earliest practicable date, and on atemporary basis only, up to twenty-five percent (25%) of the available SwitchCapacity of an equivalent frame application (the “Temporary Switch Capacity”)in order to defer SRPMIC’s need to develop new Switch Capacity. MTI’sdetermination regarding the availability of Temporary Switch Capacity shall be conclusive.

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(b)       SRPMIC shall pay MTI forany Temporary Switch Capacity at the monthly wholesale rate for the same orsubstantially similar service (i) as contained in that certain InterconnectionAgreement between Qwest Corporation (“Qwest”), or any successor orassignee thereto, and MTI dated **[INSERT DATE]**(the “InterconnectionAgreement”), if the Interconnection Agreement contains such a monthlywholesale rate, and so long as such Interconnection Agreement or a successoragreement shall remain in effect; or (ii) as contained in Qwest’s Statement ofGenerally Available Terms (“SGAT”) on file with the Arizona CorporationCommission (“ACC”) if the Interconnection Agreement does not containsuch a monthly wholesale rate, or if the Interconnection Agreement or asuccessor agreement is no longer in effect.

(c)       MTI shall not be requiredto provide Temporary Switch Capacity beyond the date which is the earlier of:(i) one hundred eighty (180) days from the date SRPMIC reaches exhaust on theapplicable frame application; or (ii) two hundred seventy (270) days from thedate SRPMIC projected the need for Temporary Switch Capacity as communicated toMTI in the notice required under Article 2.2(a). Within ten (10) daysfrom the date SRPMIC exhausts its Switch Capacity Reservation for a particularframe application, MTI shall provide written notice to SRPMIC (x) that SRPMIChas exhausted its Switch Capacity Reservation; (y) the date SRPMIC exhaustedits Switch Capacity Reservation; and (z) the date after which MTI will have nofurther obligation under this Article 2.2 to provide Temporary SwitchCapacity to SRPMIC.

2.3       Management, Operationand Maintenance of the Switch. MTI shall manage, operate and maintain theSwitch in accordance with that certain Management Agreement (the “ManagementAgreement”) of even date herewith between Saddleback and MTI. TheManagement Agreement terminates and supersedes that certain ManagementAgreement between SRPMIC and MTI dated December 18, 1997 (the “1997Management Agreement”), which is of no further force or effect whatsoever.

2.4       Reconfiguration of theSwitch. As MTI adds and loses customers from its customer base during theTerm of this Agreement, MTI shall reconfigure the Switch in a manner whichsegregates, to the extent practicable, the customers of MTI from the customersof SRPMIC.

2.5       Use of Switch Capacity.MTI may use the Switch Capacity for the provision of any telecommunicationsservices authorized by the Federal Communications Commission (“FCC”),the ACC, or other regulatory authority of competent jurisdiction, or for anyother lawful purpose. SRPMIC covenants and agrees that MTI may peaceably andquietly enjoy the use of the Switch Capacity, subject at all times to the termsand conditions of this Agreement.

**ARTICLE II**

**FIBER**

3.1       Grant of Right to UseFiber. SRPMIC hereby grants to MTI and MTI hereby accepts from SRPMIC theright to use the Fiber, subject to SRPMIC’s right to obtain Fiber Capacity fromMTI under Article 3.2 of this Agreement (the “Fiber CapacityReservation”). During the Term of this Agreement, MTI’s right to use theFiber shall be irrevocable. It is

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understood and agreed that MTI’s right to use theFiber pursuant to this Agreement shall not include the right to use anyadditional fiber purchased or installed by SRPMIC after the Effective Date,excluding Fiber installed after the Effective Date in order to facilitateredundant diverse paths in accordance with Article 3.3 of thisAgreement. Nothing contained in this Agreement shall prohibit the Parties fromcontracting for the use of fiber installed by SRPMIC after the Effective Dateupon terms and conditions mutually agreeable to the Parties. The Parties agreethat MTI’s right to use the Fiber granted hereunder shall be separate and apartfrom MTI’s right to use the Switch Capacity.

3.2       Fiber CapacityReservation: Additional Consideration. SRPMIC shall allow MTI to utilize upto and including forty-eight (48) Fibers (the “Tier 1 Fiber”) subject toArticles 3.2(a) and 3.3, and may allow MTI to utilize additional Fiber(the “Tier 2 Fiber”) subject to Article 3.2(b) below if SRPMICdetermines in its sole discretion that it does not require the Tier 2 Fiber forSRPMIC’s own use, which use includes, but is not limited to, the right ofSRPMIC to sell rights to use Tier 2 Fiber to persons or entities other thanMTI.

(a)       Tier 1 Fiber.Certain of the Tier 1 Fiber has been equipped as of the Effective Date withelectronics to enable the Tier 1 Fiber to transport telecommunications traffic(the “Lit Tier 1 Fiber”) from points within the SRPMIC to one or morecentral office locations outside the exterior boundary of the SRPMIC. Theremainder of the Tier 1 Fiber (the “Dark Tier 1 Fiber”) has not beenequipped with electronics as of the Effective Date. Subject to the rights ofSRPMIC to the Fiber Capacity Reservation described in subarticles (i) and (ii)of this Article 3.2(a), MTI may use Lit Tier 1 Fiber and, in its solediscretion and at its sole expense, may attach the electronics necessary tolight Dark Tier 1 Fiber. MTI shall notify SRPMIC in writing of its intent touse any Lit Tier 1 Fiber or Dark Tier 1 Fiber. MTI’s written notice shallspecify the number of Fibers requested, and the date MTI requires the Fibers.As additional consideration to SRPMIC for MTI’s use of Tier 1 Fiber under thisAgreement, SRPMIC shall have the option and the right, in its sole discretion,to one of the following: (i) the use of up to and including ten percent (10%)of the Fiber Capacity of any Lit Tier 1 Fiber requested by MTI under this Article3.2(a), without payment of any recurring or non-recurring charges to MTI;(ii) the use of up to and including ten percent (10%) of the Fiber Capacity ofany Dark Tier 1 Fiber requested, lit and placed in service by MTI under this Article3.2(a), without payment of any recurring or non-recurring charges to MTI;or (iii) payment from MTI for any Lit Tier 1 Fiber or any Dark Tier 1 Fiberrequested by MTI under this Article 3.2(a) at a monthly charge equal tothe applicable Qwest monthly recurring charge for unbundled dark fiber,inter-office facility (“UDF-IOF”), as set forth in the InterconnectionAgreement, so long as such Interconnection Agreement or a successor agreementshall remain in effect, or as set forth in Qwest’s SGAT, if theInterconnection Agreement or a successor agreement are no longer in effect orif the Interconnection Agreement does not contain a UDF-IOF rate.

(b)       Tier 2 Fiber. If atany time during the Term of this Agreement MTI desires to use Tier 2 Fiber, MTIshall notify SRPMIC in writing that it desires to use Tier 2 Fiber. Withinthirty (30) days of SRPMIC’s receipt of such written notice from MTI, SRPMICshall respond to MTI in writing stating whether SRPMIC has Tier 2 Fiberavailable for the use of MTI. SRPMIC’s determination regarding the availabilityof the Tier 2 Fiber shall be conclusive, and nothing contained herein shallpreclude SRPMIC from providing Tier 2 Fiber to persons or entities other thanMTI, subject to the limitations of Article 13.6. In the event SRPMICmakes

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Tier 2 Fiber available to MTI, SRPMIC shall have theoption and the right, in its sole discretion, to one of the following: (i) theuse of up to and including ten percent (10%) of the Fiber Capacity of any Tier2 Fiber that is lit and placed in service by MTI (the “Lit Tier 2 Fiber”),without payment of any recurring or non-recurring charges to MTI (“Option 1”):or (ii) payment from MTI for any Tier 2 Fiber requested by MTI under this Article3.2(b), whether such Tier 2 Fiber is lit or dark, at a monthly charge equalto the applicable Qwest monthly recurring charge for UDF-IOF, as set forth inthe Interconnection Agreement, so long as such Interconnection Agreement or asuccessor agreement shall remain in effect, or as set forth in Qwest’s SGAT,if the Interconnection Agreement or a successor agreement are no longer ineffect or if the Interconnection Agreement does not contain a UDF-IOF rate (“Option2”).**If SRPMIC selects OptionI, and desires Fiber Capacity on the Lit Tier 2 Fiber in excess of ten percent(10%), then MTI shall make such additional Fiber Capacity available to SRPMICif MTI determines, in MTI’s sole discretion, that MTI has additional FiberCapacity available on the Lit Tier 2 Fiber. In such event, SRPMIC shall pay MTIfor the use of the additional Fiber Capacity *(i.e.,*in excess of 10%) at a monthly charge equal to the applicable Qwestmonthly recurring charge for UDF-IOF, as set forth in the InterconnectionAgreement, so long as such Interconnection Agreement or a successor agreementshall remain in effect, or as set forth in Qwest’s SGAT, if theInterconnection Agreement or a successor agreement are no longer in effect orif the Interconnection Agreement does not contain a UDF-IOF rate.Alternatively, If SRPMIC selects Option 2, then the monthly charge payable byMTI to SRPMIC hereunder shall continue so long as this Agreement shall remainin effect, and shall apply regardless of whether MTI lights any Tier 2 Fiber orleaves the Tier 2 Fiber dark.

(c)       Nothing contained in this Article3.2 or this Agreement shall be construed as requiring SRPMIC to pay anycosts or expenses incurred by MTI in lighting Tier 1 Fiber or Tier 2 Fiber.

3.3       Redundant and DiversePaths. The Parties acknowledge that whenever technically and economicallyfeasible, as determined in MTI’s reasonable discretion, MTI shall provisionFiber with redundant and diverse paths. Subject to the preceding sentence, MTIshall be solely responsible for the costs of any fiber and/or facilities thatmust be installed, constructed, purchased or leased outside of the exteriorboundary of the SRPMIC in order to provide redundant and diverse paths from thePremises to one or more central offices outside of the exterior boundary of theSRPMIC.

3.4       Use of Fiber Capacityand Fiber Capacity Reservation. MTI may use the Fiber Capacity for theprovision of any telecommunications services authorized by the FCC, the ACC, orother regulatory authority of competent jurisdiction, or for any other lawfulpurpose. SRPMIC may use its Fiber Capacity Reservation for the provision of anytelecommunications services authorized by the FCC or other regulatory authorityof competent jurisdiction, or for any other lawful purpose. SRPMIC covenantsand agrees that MTI may peaceably and quietly enjoy the use of the Fiber Capacity,subject at all times to the terms and conditions of this Agreement.

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**ARTICLE IV**

**EQUIPMENT AND OPERATION**

4.1       Ownership of the Switchand Fiber. Subject to Article 4.3. SRPMIC or Saddleback shall ownthe Switch and the Fiber at all times during the Term. SRPMIC shall maintainthe Premises in its capacity as a landlord pursuant to that certainTelecommunications Space Lease between the Parties of even date herewith.Without the prior written consent of MTI, which consent shall not beunreasonably withheld, SRPMIC shall not transfer title to the Switch or theFiber during the Term to any entity other than a division of the SRPMIC, or anentity which is wholly-owned by the SRPMIC.

4.2       Shared Costs of Switchand Software Upgrades. In accordance with the allocation mechanismcontained in Appendix C which is attached hereto and incorporated hereinby this reference, the Parties shall allocate the costs associated with anyupgrades of the Switch and related software required in order to (i) maintainin effect any manufacturer’s or vendor’s maintenance agreements regarding theSwitch and/or Switch software; and (ii) comply with applicable statutes or lawsand any regulatory requirements of the FCC, the ACC, or other governmentalentity with authority over either of the Parties. Without limiting thegenerality of the foregoing, SRPMIC shall not be required to share in the costof any upgrade of the Switch that is necessary in order to provision a featuresolely for the benefit of MTI.

4.3       Abandonment of Equipment.

(a)       Notification. SRPMICshall notify MTI in writing of SRPMIC’s intention to abandon and dispose of anyequipment subject to this Agreement because such equipment is no longer usefulin SRPMIC’s telecommunications network. Within thirty (30) days from the dateof SRPMIC’s written notice, MTI shall respond in writing stating whether MTIwill agree to purchase such equipment from SRPMIC as provided herein and assumesole responsibility for the maintenance, upkeep, removal and proper disposal ofthe equipment. In the event MTI fails to timely respond to SRPMIC’s writtennotice as provided herein, then such failure shall be deemed an acknowledgementby MTI that the equipment is not needed by MTI, and SRPMIC may thereafterabandon and dispose of the equipment without further notice to MTI.

(b)       Purchase Price. Inthe event MTI timely notifies SRPMIC that it desires to purchase the equipmentto be abandoned, the Parties shall mutually agree upon the purchase price forsuch equipment. In the event SRPMIC receives a *bonafide*offer from any person or entity to purchase the equipment, thenSRPMIC shall notify MTI in writing of such offer, and MTI shall have a firstright of refusal to match the terms and conditions of the offer. In the eventMTI declines to match the offer within five (5) business days from the date ofSRPMIC’s notice to MTI, then SRPMIC may sell the equipment to the person orentity making the offer notwithstanding the fact that MTI maybe using theequipment; provided,however, that SRPMIC shall allow MTI areasonable period of time not to exceed thirty (30) days to prepare for theremoval of the equipment.

(c)       Bill of Sale. In theevent SRPMIC and MTI agree upon a purchase price, SRPMIC shall transfer titleto the equipment via bill of sale in a form reasonably satisfactory to

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MTI, and MTI shall assume sole responsibility for themaintenance, upkeep, removal and proper disposal of the equipment as of thedate of execution of the bill of sale.

**ARTICLE V**

**CONSIDERATION; TAXES**

5.1       Consideration. Inconsideration for the rights to use the Switch Capacity and the Fiber grantedby SRPMIC under this Agreement, the release by SRPMIC and Saddleback of claimsto amounts they allege are owed by MTI arising out of that certain SalesAgreement between MTI and SRPMIC dated January 5, 1998, and amended March 2,1999 (the “Sales Agreement”), the execution of the Management Agreement,and other consideration, the receipt and sufficiency of which is herebyacknowledged, MTI shall issue to SRPMIC the Stock pursuant to the terms andconditions of the Stock Purchase Agreement.

5.2       Taxes. Each Partyshall be responsible for the payment of any and all ad valorem, property, grossreceipts, sales, use, and other taxes applicable to property owned by it andfor taxes on its net income. SRPMIC shall not impose any tax or fee upon MTIwhich is not generally applicable to a class of businesses existing or as mayexist within the exterior boundaries of the SRPMIC.

**ARTICLE VI**

**ADDITIONAL OBLIGATIONS OFTHE PARTIES**

6.1       Obligations of SRPMIC.

(a)       During the Term of thisAgreement, SRPMIC shall (a) maintain in full force and effect all federalregulatory authorizations pertaining to the use of the Fiber and the SwitchFacilities within the exterior boundary of the SRPMIC; (b) timely file all requestsfor renewals or replacements thereof; (c) supply all information reasonablyrequested by federal agencies, subject at all times to the confidentialityprovisions of this Agreement; (d) provide to MTI all information reasonablyrequested under this Agreement; and (e) execute any and all documents necessaryto accomplish the same. SRPMIC must take all reasonable steps to comply withthe Communications Act of 1934, as amended, and the rules and regulations ofthe FCC, and must timely file all reports, schedules, and/or forms required bythe FCC.

(b)       SRPMIC shall take allactions reasonably necessary to secure and preserve its authorizations to usethe Switch Facilities and the Fiber, and to permit MTI’s use of the SwitchCapacity and the Fiber authorized by this Agreement. SRPMIC shall not take anyaction which could reasonably be expected to cause the FCC or any other federalgovernmental agency or department of competent authority to impair, restrict,revoke, cancel, suspend, or refuse to renew the Licenses, as hereinafterdefined, for the use of the Switch Facilities or the Fiber.

(c)       SRPMIC shall obtain andmaintain in full force and effect all easements and rights-of-way necessary toutilize the Fiber and to operate the Switch.

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(d)       So long as this Agreementshall remain in effect, SRPMIC shall maintain and have in full force and effectcomprehensive general liability insurance coverage written on an occurrenceform with respect to the Switch in amounts and types that are customary in theindustry for similar assets, including coverage for disaster recovery.

(e)       SRPMIC shall be responsiblefor payment of all applicable federal regulatory fees imposed upon SRPMIC inconnection with services provided by SRPMIC using the Switch Facilities and theFiber. Such fees include, but are not limited to, federal universal servicefees, federal regulatory assessment fees, and fees to support theTelecommunications Relay Service.

6.2       Obligations of MTI.

(a)       During the Term of thisAgreement, MTI shall (a) maintain in full force and effect all necessaryfederal, state, and local regulatory authorizations and easements andrights-of-way pertaining to the use of the Fiber and the Switch Facilities; (b)timely file all requests for renewals or replacements thereof; (c) supply allsuch agencies with all information lawfully required which relates to theoperation of the Switch Facilities, subject at all times to the confidentialityprovisions of this Agreement; (d) provide to SRPMIC all information reasonablyrequested under this Agreement; and (e) execute any and all documents necessaryto accomplish the same. MTI must take all reasonable steps to comply with theCommunications Act of 1934, as amended, and the rules and regulations of theFCC, as well as any applicable laws of the State of Arizona and applicablerules and regulations of the ACC, and must timely file all reports, schedules,and/or forms required by the FCC and/or the ACC.

(b)       So long as this Agreementshall remain in effect, MTI shall maintain and have in full force and effectcomprehensive general liability insurance coverage written on an occurrenceform with respect to any claims made against MTI arising out of its use of theSwitch Facilities and/or the Fiber. MTI shall add SRPMIC, its council members,officers, employees, and agents, and Saddleback, its directors, officers,employees and agents, as additional insured parties (collectively, the “SRPMICInsured Parties”) on MTI’s insurance policy or policies, and such policy orpolicies shall provide for the defense of and coverage for the SRPMIC InsuredParties.

(c)       MTI shall be responsiblefor payment of all applicable federal, state, and local regulatory fees imposedupon it in connection with services provided by MTI using the Switch Facilitiesand the Fiber. Such fees include, but are not limited to, federal and stateUniversal Service fees, regulatory assessment fees, fees to support theTelecommunications Relay Service, and local franchise fees.

**ARTICLE VII**

**REPRESENTATIONS ANDWARRANTIES**

7.1       Mutual Representations.Each Party represents and warrants to the other that:

(a)       it has the requisite powerand authority to enter into this Agreement and to carry out the transactionscontemplated by the Agreement;

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(b)       the execution, delivery,and performance of the Agreement have been duly authorized by the requisiteaction on the part of such Party;

(c)       the Agreement has been dulyexecuted and delivered, and creates lawful, valid, and legally bindingobligations in accordance with their respective terms; and

(d)       the execution and deliveryof this Agreement is not prohibited by, does not violate or conflict with anyprovision of, and does not constitute a default under or a breach of: (i) anycontract, agreement, or other instrument to which it is a party or by which anyof the assets that are the subject hereof are bound; or (ii) to the Party’sknowledge, any order, writ, injunction, decree, or judgment of any court orgovernmental agency.

7.2       Representations ofSRPMIC. SRPMIC hereby represents and warrants to MTI that SRPMIC has allrequisite authorizations, approvals and/or licenses to operate the Switch, toprovide telecommunications service, and to install and use the Fiber (each a “License”and collectively, the “Licenses”). Each License was validly issued, isin full force and effect, and is unimpaired by any act or omission by SRPMIC.There is no complaint, inquiry, investigation, or proceeding pending before anygovernment authority or, to the best knowledge of SRPMIC, threatened, whichcould result in the revocation, modification, restriction, cancellation,termination, non-renewal, or other action adversely affecting any License andSRPMIC knows of no facts that, if brought to the attention of any governmentauthority, could result in the revocation, modification, restriction,cancellation, termination, non-renewal, or other action adversely affecting anyLicense. SRPMIC has not entered into any agreement to permit any third party toutilize, whether or not for compensation, any portion of the Switch Capacity.

7.3       Representations of MTI.

(a)       MTI hereby represents andwarrants to SRPMIC that MTI has all requisite authorizations, approvals and/orlicenses to utilize the Switch Capacity and the Fiber as provided herein and toprovide telecommunications service pursuant to a certificate of convenience andnecessity issued by the Arizona Corporation Commission (each a “License”and collectively, the “Licenses”). Each License was validly issued, isin full force and effect, and is unimpaired by any act or omission by MTI.There is no complaint, inquiry, investigation, or proceeding pending before anygovernment authority or, to the best knowledge of MTI, threatened which couldresult in the revocation, modification, restriction, cancellation, termination,non-renewal, or other action adversely affecting any License and MTI knows ofno facts that, if brought to the attention of any government authority, couldresult in the revocation, modification, restriction, cancellation, termination,non-renewal, or other action adversely affecting any License.

(b)       MTI hereby represents andwarrants to SRPMIC that: (i) MTI has the financial wherewithal to perform thisAgreement; (ii) there is no complaint, inquiry, investigation, or proceedingpending before any government authority or, to the best knowledge of MTI,threatened, which could adversely affect MTI’s ability to perform thisAgreement; and (iii) MTI has no present plan to file for protection under thebankruptcy laws of the United States, nor has MTI consulted with any attorneyregarding the filing of a petition in bankruptcy.

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**ARTICLE VIII**

**TERM, TERMINATION ANDEXPIRATION**

8.1       Term. The term ofthis Agreement shall commence on the Effective Date and shall continue in fullforce and effect until its termination or expiration in accordance with this ArticleVIII (the “Term”). Nothing contained in this Agreement shallprohibit the Parties from modifying the Term based upon their mutual agreement,in accordance with Article 13.10.

8.2       Loss of Licenses orAuthority. Without further liability to MTI, MTI may terminate thisAgreement if: (i) SRPMIC’s Licenses are terminated by the FCC or any othergovernmental agency or department of competent jurisdiction; provided,however,that SRPMIC shall be required to use its commercially reasonable best effortsin order to retain all such Licenses and its ability to provide the SwitchCapacity and the Fiber pursuant to the terms of this Agreement; or (ii) MTI’sauthority to use the Switch Capacity and the Fiber as provided herein isterminated by the FCC or the ACC. Termination of this Agreement under this Article8.2 shall not effect the validity or enforceability of the Stock PurchaseAgreement or the Management Agreement, which shall remain in full force andeffect according to their respective terms.

8.3       Mutual Agreement.This Agreement may be terminated at any time by mutual agreement of the Partieswithout liability to the Parties. Any such termination must be in writing andsigned by each of the Parties; provided, however, that suchtermination shall not relieve the Parties of liabilities accrued hereunderprior to such termination. Termination of this Agreement under this Article8.3 shall not affect the validity or enforceability of the Stock PurchaseAgreement or the Management Agreement, which shall remain in full force andeffect according to their respective terms.

8.4       Bankruptcy. ThisAgreement shall automatically terminate, without further action by the Parties,on the thirtieth (30th) day following the date that (i) MTI files a petition inbankruptcy; or (ii) any creditor of MTI or any other entity files a petitionseeking to place MTI in bankruptcy.

8.5       Conversion Event;Expiration: First Renewal Term; Additional Renewal Terms; No Automatic Renewal.

(a)       Expiration. Upon theoccurrence of a Conversion Event, this Agreement shall continue in full forceand effect and shall automatically expire on the tenth anniversary of theConversion Event (the “Initial Expiration Date”) unless terminatedearlier in accordance with this Article VIII, or unless extended inaccordance with this Article 8.5.

(b)       Renewal Term. On orbefore the fifth anniversary of the Conversion Event, SRPMIC shall notify MTIin writing of SRPMIC’s willingness to renew this Agreement for an additionalfive (5) year term (the “First Renewal Term”) on the same terms or onsuch different terms as SRPMIC may specify in its written notification. Withinninety (90) days following the date of SRPMIC’s written notification, MTI shallnotify SRPMIC in writing that MTI: (i) agrees to the extension of the Agreementfor the First Renewal Term on the terms specified in SRPMIC’s writtennotification; (ii) MTI desires to extend the Agreement for the

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First Renewal Term but upon terms different than thoseproposed by SRPMIC in its written notification; or (iii) declines the extensionof the Agreement, in which case the Agreement shall automatically expire on theInitial Expiration Date without any further action by either Party. In theevent SRPMIC and MTI agree to extend the Agreement for the First Renewal Termon terms different than those contained in this Agreement, then the Partiesshall execute an amendment to this Agreement consistent with such modifiedterms within one (1) year from the date of SRPMIC’s written notification underthis Article 8.5(b). In the event either Party desires to extend thisAgreement for the First Renewal Term but on terms different than thosecontained in this Agreement, and the Parties are unable to agree upon new termswithin one (1) year from the date of SRPMIC’s written notification under this Article8.5(b), then this Agreement shall automatically expire on the InitialExpiration Date without further action by either Party.

(c)       Additional Renewal Terms.On or before the first day of the First Renewal Term, if applicable, SRPMICshall notify MTI in writing of SRPMIC’s willingness to renew this Agreement forone or more five (5) year renewal terms following the First Renewal Term (an “AdditionalRenewal Term”) on the same terms or on such different terms as SRPMIC mayspecify in its written notification. Within ninety (90) days following the dateof SRPMIC’s written notification, MTI shall notify SRPMIC in writing that MTI:(i) agrees to the extension of the Agreement for the Additional Renewal Term onthe terms specified in SRPMIC’s written notification; (ii) desires to extendthe Agreement for an Additional Renewal Term but upon terms different thanthose proposed by SRPMIC in its written notification; or (iii) declines theextension of the Agreement, in which case the Agreement shall automaticallyexpire at the end of the First Renewal Term without any further action byeither Party. In the event SRPMIC and MTI agree to extend the Agreement for anAdditional Renewal Term on terms different than those contained in thisAgreement, then the Parties shall execute an amendment to this Agreementconsistent with such modified terms within one (1) year from the date of SRPMIC’swritten notification under this Article 8.5(c). In the event eitherParty desires to extend this Agreement for an Additional Renewal Term but onterms different than those contained in this Agreement, and the Parties areunable to agree upon new terms within one (1) year from the date of SRPMIC’swritten notification under this Article 8.5(c), then this Agreementshall automatically expire at the end of the First Renewal Term without anyfurther action by either Party. This Agreement may be renewed for subsequentand successive Additional Renewal Terms according to the process outlined inthis Article 8.5(c).

(d)       No Automatic Renewal.Neither SRPMIC nor MTI shall be obligated to agree to an extension of thisAgreement beyond the Initial Expiration Date, the First Renewal Term, ifapplicable, or any Additional Renewal Term, if applicable. In the event thateither SRPMIC or MTI elects not to renew this Agreement beyond the InitialExpiration Date, the First Renewal Term, if applicable, or any AdditionalRenewal Term, if applicable, then this Agreement shall expire on the tenthanniversary of the Conversion Event, in the case of the initial term, or at theend of the First Renewal Term or any Additional Renewal Term, if applicable,without further notice or action on the part of either Party. In the event thatSRPMIC fails to provide written notification as provided in this Article 8.5,then such failure shall be deemed notice to MTI that SRPMIC elects not to renewthis Agreement beyond the Initial Expiration Date, the First Renewal Term orany Additional Renewal Terms, if applicable. Nothing set forth in thisAgreement shall be construed as providing for the automatic renewal of thisAgreement.

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**ARTICLE IX**

**REMEDIES FOR BREACH OFAGREEMENT**

9.1       General. Subject to Article9.2 of this Agreement, disputes regarding the interpretation, breach, orenforcement of this Agreement shall be resolved through binding arbitrationconducted in accordance with Article X of this Agreement. Thearbitrators shall have the authority to resolve all such disputes, but neitherParty shall be entitled to an award of monetary damages, nor shall any Party beentitled to an award of attorneys’ fees and costs.

9.2       Injunctive Relief:Specific Performance. Where either Party has a reasonable, good-faithbelief that a material breach of this Agreement by the other Party is imminent,and that such breach will cause substantial and irreparable harm to thenon-breaching party, then the non-breaching party shall be entitled to seekinjunctive relief in the United States District Court in Phoenix, Arizona, orif such court lacks jurisdiction, in the Maricopa County Superior Court for theState of Arizona. In the event the court determines that a material breach ofthis Agreement has occurred or is imminent, and that such breach or imminentbreach will cause substantial and irreparable harm, then the non-breachingParty shall be entitled to temporary and/or permanent injunctive relief,including specific performance of this Agreement, upon a showing of actualdamage, or the reasonable likelihood of actual damage. Under no circumstancesshall the court have the authority to award monetary damages, nor shall thecourt have authority to award attorneys’ fees and costs.

9.3       Limitation of Liabilityfor Breach of Agreement. Neither Party shall be liable to the other Partyfor monetary damages of any kind arising out of the breach of this Agreement.The sole and exclusive remedy of either Party for a material breach orthreatened material breach of this Agreement shall be injunctive relief and/orspecific performance, enforced through the courts in accordance with Article9.2 or through the arbitration mechanism of Article X. Neither Partyshall be entitled to an award of attorneys’ fees and costs for any breach orthreatened breach of this Agreement.

**ARTICLE X**

**ARBITRATION**

10.1     InformalDispute Resolution. TheParties shall make good faith efforts to resolve any dispute arising out of orrelating to the interpretation, performance, nonperformance or enforcement ofthis Agreement through amicable settlement discussions to be commenced by thegiving of a written notice of dispute by the Party claiming to be aggrieved.The notice of dispute must state with specificity the matter or matters indispute, the position of the Party giving the notice of dispute and therationale for that position. If the Parties fail to resolve the dispute byamicable settlement within five (5) business days from the date the notice ofdispute is given, either Party may then request the final settlement of suchdispute through binding arbitration at a location to be mutually agreed upon bythe Parties under the Commercial Arbitration Rules (the “Rules”) of theAmerican Arbitration Association (the “AAA”) by notifying the otherParty and the AAA in accordance with the Rules.

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10.2     Binding Arbitration.In the event the Parties are unable to informally resolve any dispute arisingunder this Agreement, the Parties shall submit the matter or matters to bindingarbitration, which shall be the Parties’ exclusive mechanism for disputeresolution, except as provided in Article 9.2 of this Agreement. Thearbitration shall be conducted by a panel of three (3) arbitrators appointed inaccordance with the Rules and knowledgeable in the telecommunications industry.The arbitration shall be conducted pursuant to expedited and acceleratedprocedures established by the arbitrators. Discovery may be conducted eitherupon mutual consent of the Parties or by order of the arbitrators upon goodcause being shown. In ruling on motions pertaining to discovery, thearbitrators shall consider that the purpose of arbitration is to provide forthe efficient and inexpensive resolution of disputes, and the arbitrators shalllimit discovery whenever appropriate to insure that this purpose is preserved.The dispute between the Parties shall be submitted for determination withinsixty (60) calendar days after the arbitrators have been selected. Thearbitrators shall conduct all proceedings pursuant to the then existing Rulesof the AAA, to the extent such Rules are not inconsistent with the provisionsof this Article X. The decision of the arbitrators shall be renderedwithin thirty (30) calendar days after the conclusion of the arbitrationhearing. The decision of the arbitrators shall be in writing and shall specifythe factual and legal basis for the decision. Upon stipulation of the Parties,or upon a showing of good cause by either party, the arbitrators may lengthenor shorten the time periods set forth herein for conducting the hearing or forrendering a decision. The decision of the arbitrators shall be final and bindingupon the Parties. Each Party shall bear its own attorneys’ fees and costs inconnection with the arbitration, and the parties shall share equally the costsof the arbitrators.

10.3     Enforcement of Right toArbitrate: Entry of Arbitrators’ Final Decision. The right of each Party toarbitration under this Agreement shall be enforced in the United StatesDistrict Court in Phoenix, Arizona, or if such court lacks jurisdiction, in theMaricopa County Superior Court for the State of Arizona. Judgment to enforcethe final decision of the arbitrators may be entered in the United StatesDistrict Court in Phoenix, Arizona, or if such court lacks jurisdiction, in theMaricopa County Superior Court for the State of Arizona.

10.4     Preservation of Status Quo.The Parties shall make commercially reasonable efforts to preserve the *status quo*between written notice ofdispute under Article 10.1 and the earlier of a settlement of thedispute or the issuance of a final decision by the arbitrators.

10.5     Finality of ArbitrationAward. The Parties agree that the award of the arbitrators will be finaland waive any right to challenge the arbitrators’ award on appeal. Anything inthis Agreement to the contrary notwithstanding, in no event may the arbitratorsaward monetary damages or attorneys’ fees to either Party.

10.6     Cooperation. TheParties shall facilitate the arbitration by (i) making available to one anotherand to the arbitrators for examination, inspection and extraction, alldocuments, books, records and personnel under their control if determined bythe arbitrators to be relevant to the dispute and not otherwise privileged fromdisclosure, subject to written agreement by the arbitrators to hold allconfidential information so disclosed in confidence, and (ii) observingstrictly the time periods established by the Rules or by the arbitrators forsubmission of evidence or briefs. The Parties acknowledge and agree that timeis of the essence in resolving any dispute submitted to arbitration.

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**ARTICLE XI**

**ASSIGNMENT**

11.1     Assignment.

(a)       SRPMIC shall not assign itsrights and obligations under this Agreement without the prior written consentof MTI, which consent shall not be unreasonably withheld; provided, however,that SRPMIC may assign its rights and obligations under this Agreement withoutsuch consent to any division of SRPMIC, or to any entity which is wholly-ownedby SRPMIC.

(b)       MTI shall not assign itsrights and obligations under this Agreement or pledge, hypothecate or grant asecurity interest in its rights under this Agreement as collateral or securityfor any financing arrangements it makes without the prior written consent ofSRPMIC, which consent shall not be unreasonably withheld or delayed; provided,however, that MTI may assign its rights and obligations under thisAgreement without such consent to any entity which controls, is controlled by,or is under common control with MTI.

**ARTICLE XII**

**LIMITED WAIVER OFSOVEREIGN IMMUNITY**

12.1     SRPMIC hereby waives itssovereign immunity from suit for the limited and sole purposes of (i)permitting MTI to enforce any of the provisions of this Agreement throughbinding arbitration in accordance with Article X, including theenforcement of MTI’s rights to arbitration under Article X and theenforcement of any decision rendered by the arbitrators under Article X;and (ii) permitting MTI to seek injunctive relief and/or specific performanceof this Agreement in accordance with Article 9.2 where MTI has areasonable, good-faith belief that a material breach of this Agreement by SRPMICis imminent, and that such breach will cause substantial and irreparable harmto MTI. For purposes of this Article 12.1, SRPMIC consents to thejurisdiction of the United States District Court in Phoenix, Arizona, the NinthCircuit Court of Appeals and the U.S. Supreme Court, or if the federal courtslack jurisdiction, in the state courts for the State of Arizona, with venue inMaricopa County, Arizona. SRPMIC hereby waives any requirement of exhaustion oftribal remedies, and agrees that it will not present any affirmative defensebased on any alleged failure to exhaust such remedies in any judicialproceeding or arbitration brought pursuant to this Agreement in accordance withthis Article 12.1. SRPMIC covenants that it will not attempt or take anyaction to revoke this grant of limited waiver of immunity. SRPMIC’s waiver ofsovereign immunity is expressly limited as provided in this Article 12.1.

**ARTICLE XIII**

**MISCELLANEOUS**

13.1     Right of Cancellation.Contemporaneous with the execution of this Agreement, the Parties have executedthe Stock Purchase Agreement. Pursuant to A.R.S. §40-301 *et seq.,*the issuance of stock as providedin the Stock Purchase Agreement must be approved by the

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Arizona Corporation Commission before the StockPurchase Agreement is effective. In the event the ACC does not approve theissuance of stock as provided in the Stock Purchase Agreement by the earlierof: (i) twelve (12) months after the date of submission of an application withthe ACC seeking approval of the issuance of stock as provided in the StockPurchase Agreement; or (ii) twelve (12) months after the Effective Date of thisAgreement, then either Party may unilaterally terminate this Agreement thirty(30) days after giving written notice to the other Party that it is exercisingits right to terminate under this Article 13.1.

13.2     Relationship of theParties. This Agreement does not render MTI or SRPMIC joint venturers,partners or employees of the other or an agent or representative of the other.MTI on the one hand, and SRPMIC on the other hand, shall have no right, power,or authority, nor shall they hold themselves out as having the right, power, orauthority, to create any contract or obligation, express or implied, bindingthe other Party.

13.3     Relationship between SRPMICand Saddleback. The Parties acknowledge that Saddleback is a division ofSRPMIC with responsibility for operating and maintaining the Switch, Fiber andPremises. Accordingly, the Parties agree that all or part of the obligationsand duties imposed upon SRPMIC under this Agreement may be fulfilled orperformed by Saddleback as a division of SRPMIC.

13.4     Confidentiality. EachParty acknowledges that Confidential Information of the other Party may bedisclosed to it in the course of the performance of this Agreement.Accordingly, except as may be required for the performance of this Agreement,or for compliance with applicable law or order of a court or governmentalentity having jurisdiction, during the Term and for a period of five (5) yearsthereafter neither Party nor any of its employees, representatives, agents, oraffiliates will make use of, disseminate, or in any way disclose anyConfidential Information to any third person, firm, corporation, or otherentity for any reason whatsoever, said undertaking to be enforceable byinjunctive relief or specific performance pursuant to Article 9.2 hereofto prevent any violation or threatened violation thereof. Each Party mustexercise reasonable care to protect the Confidential Information of the otherParty and will disclose such Confidential Information only to those of itsemployees, representatives, agents or affiliates who need to know suchinformation. A Party who received Confidential Information (“Receiving Party”)may disclose Confidential Information if required by any judicial orgovernmental request, requirement or order, provided that such Party will takereasonable steps to give the Party which disclosed the information (“DisclosingParty”) sufficient prior notice in order to contest such request,requirement or order by notifying the Disclosing Party of such request.Confidential Information does not include information which (i) is or becomesgenerally available to the public, other than as a result of an unauthorizeddisclosure by the Receiving Party or any of its employees, representatives,agents or affiliates; (ii) was available to the Receiving Party on anon-confidential basis prior to its disclosure to the Receiving Party; or (iii)becomes available to the Receiving Party on a non-confidential basis from asource other than the Disclosing Party, provided that such source is not boundby a confidentiality agreement with the Disclosing Party or is not otherwiseprohibited from transmitting the information to the Receiving Party.

13.5     No Publicity WithoutConsent. Neither Party shall issue or permit the issuance of any pressrelease or publicity regarding the other or this Agreement without priorcoordination

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with and advance written approval by the other Party,which may be granted or withheld at the other Party’s sole discretion.

13.6     Covenant Not To Compete.SRPMIC recognizes that, during the term of this Agreement, SRPMIC’s cooperationwith MTI is essential to the success of MTI’s commercial venture, and that suchcooperation may be impaired by conflicts of interest. SRPMIC also recognizesthat, during the Term of this Agreement, SRPMIC will become privy toConfidential Information concerning MTI’s business practices, technology,subscriber growth rates, business plans, and other information which, ifrevealed to a competitor, could be used in a manner harmful to MTI. Therefore,during the Term of this Agreement, without the consent of MTI, SRPMIC will not,directly or indirectly, acting alone, through an affiliate, or as a member of apartnership or association, or other business entity (i) offer, provide, ordeliver, utilizing the Switch, any local exchange carrier telecommunicationsservices or long distance services which compete with any similar serviceoffered by MTI as of the Effective Date outside of the exterior boundary of theSRPMIC (a “Competing Service”) or (ii) lease or license any part of theSwitch Capacity to a third party that offers, provides, or delivers a CompetingService, as defined above. Nothing in this Article 13.6 shall prohibitSRPMIC from providing Fiber to persons or entities other than MTI in accordancewith Article 3.2(b).

13.7     Governing Law. ThisAgreement and all questions relating to its validity, interpretation,performance, and enforcement shall be governed by and construed in accordancewith the laws of the State of Arizona, to the extent such laws do not conflictwith the Laws of the Salt River Pima-Maricopa Indian Community as duly enactedin writing by the SRPMIC Council, in which case the laws of the Salt RiverPima-Maricopa Indian Community shall control with regard to the conflict.

13.8     Notices. All noticesand other communications given or made pursuant to this Agreement must be inwriting and will be deemed duly delivered and received (a) if mailed byregistered or certified mail, three business days after deposit in the UnitedStates mail, postage prepaid, return receipt requested; (b) upon confirmationof a receipt of a facsimile transmission; (c) if hand-delivered, upon deliveryagainst receipt or upon refusal to accept the notice; or (d) if delivered by astandard overnight courier, one business day after deposit with such courier,postage prepaid, in each case, addressed to such party at the address set forthbelow:

If to SRPMIC:

Saddleback Communications Company 10190 E. McKellips Road Scottsdale, Arizona 85256 Attention: General Manager Phone: (480) 850-7000 Fax: (480) 850-7010

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With a copy given in the manner prescribed above to:

Snell & Wilmer, LLP One Arizona Center Phoenix, Arizona 85004 Attention: Jeffrey W. Crockett Phone: (602) 382-6234 Fax: (602) 382-6070

If to MTI:

Mountain Telecommunications, Inc. 1430 W. Broadway, Suite A-200 Tempe, Arizona 85282 Attention: Jack Pleiter Phone: (480) 850-9500 Fax: (480) 850-9599

With a copy given in the manner prescribed above to:

Greenberg Traurig, LLP2375 E. Camelback, Road, Suite 700Phoenix, Arizona 85016Attention: Robert S. KantPhone: (602) 445-8000Fax: (602) 445-8100

13.9     Interpretation andConstruction. The headings and captions of this Agreement are inserted forconvenience and identification only and are in no way intended to define,limit, or expand the scope and intent of this Agreement or any provisionhereof. Where the context so requires, the singular shall include the plural.The references contained in this Agreement to “Articles” are to articles ofthis Agreement unless the context clearly requires otherwise.

13.10   Amendment and Waiver.Unless otherwise provided herein, this Agreement may be amended or terminatedonly by an instrument in writing duly executed by both Parties. Any waiver byany Party of any breach of or failure to comply with any provision of thisAgreement by the other Party shall not be construed as or constitute acontinuing waiver of such provision, or a waiver of any other provision hereof.

13.11   Third Parties. ThisAgreement shall be binding upon and inure to the benefit of the Parties heretoand their respective successors and assigns, as permitted hereunder. It is notthe intent of the Parties that there be any third party beneficiaries of thisAgreement, and this Agreement is exclusively for the benefit of the Partieshereto and their respective successors and assigns, as permitted hereunder.

13.12   Entire Understanding.THIS AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECTTO THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS INCLUDING THESALES

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AGREEMENT AND THE 1997 MANAGEMENT AGREEMENT, ANDCOLLATERAL COVENANTS, ARRANGEMENTS, COMMUNICATIONS, REPRESENTATIONS, AND WARRANTERWHETHER ORAL OR WRITTEN, BY ANY PARTY (OR ANY OWNER, MEMBER, OFFICER, DIRECTOR,PARTNER, EMPLOYEE, OR REPRESENTATIVE OF EITHER PARTY) WITH RESPECT TO THESUBJECT MATTER HEREOF.

13.13   Severability. If anyprovision or provisions of this Agreement are determined to be invalid orcontrary to any existing or future law, statute or ordinance of anygovernmental entity having jurisdiction, or any order, rule or regulation of acourt or regulatory or other governmental authority of competent jurisdiction,such invalidity shall not impair the operation of or affect those provisions inany other jurisdiction or any other provisions hereof which are valid, and theinvalid provisions shall be construed in such manner as shall be as similar interms to such invalid provisions as may be possible, consistent with applicablelaw; provided, however, that if a provision cannot be severedwithout substantially diminishing the economic value of this Agreement to aParty, that Party, notwithstanding anything to the contrary herein, mayterminate this Agreement on ninety (90) days’ written notice to the otherParty.

13.14   Further Assistance. Fromtime to time after the Effective Date, the Parties shall utilize their bestefforts, consistent with sound business practice, to take such further actionand execute such further documents, assurances and certificates as either Partymay reasonably request of the other in order to effectuate the purpose of thisAgreement. In addition, each Party agrees that it will not take any actionwhich would adversely affect the rights granted by it to the other Partyhereunder.

13.15   Force Majeure. If eitherParty is rendered unable, wholly or in part, by force majeure to carry out itsobligations under this Agreement, other than the obligation of a Party to makepayments of amounts due hereunder, then the obligations of both Parties, so faras they are affected by such force majeure, shall be suspended during thecontinuance of any inability so caused, but for no longer period, and such causeshall so far as possible be remedied within a reasonable time. The term “forcemajeure” as used in this Agreement shall mean acts of God, strikes, lockouts,or other industrial disturbances, acts of public enemies including acts ofterrorism, wars, blockades, insurrections, riots, epidemics, landslides,lightning, earthquakes, fires, storms, floods, washouts, interruptions bygovernment not due to the fault of the Parties, civil disturbances, explosions,or unforeseeable action or inaction by governmental bodies in approving theapplications for approvals or permits or any material change in circumstancesarising out of legislation, regulation or litigation.

13.16   Counterparts. ThisAgreement may be signed in any number of counterparts, each of which shall bean original for all purposes, but all of which together shall constitute oneagreement.

13.17   Word Meanings. As usedin this Agreement, the term “including” is deemed to mean “including, withoutlimiting the generality of the foregoing.” All pronouns and any variationstherefor are deemed to refer to the masculine, feminine, neuter, singular orplural as the context may require.

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13.18 Survivalof Obligations. All obligations of MTI or SRPMIC which by their natureinvolve performance, in any particular, after the end of the Term, or whichcannot be ascertained to have been fully performed until after the end of theTerm, will survive the expiration or sooner termination of the Term.

13.19 Time of theEssence. Time is of the essence for every provision of this Agreement forwhich time is a factor.

IN WITNESS WHEREOF, the Parties have caused thisAgreement to be executed as of the day and year first above written.
| **SALT RIVER PIMA-MARICOPA  INDIAN COMMUNITY** |           | **MOUNTAIN  TELECOMMUNICATIONS,  INC.** |
|------------------------------------------------|----------------|-----------------------------------------|
| ** **                                     |           | ** **                              |
| By:                                       | /s/ Ivan Makil |                                    |   | By:  | /s/ Jack O. Pleiter |   |
| Name:                                     |           |                                    |   | Name:  | Jack O. Pleiter |   |
| Title:                                         |           |                                    |   | Title: | Chief Executive Officer |   |
|                                           |           |                                    |   |   |   |
|                                           |           |                                    | By: | /s/ Wilmot Wickramasuriya |   |
|                                           |           |                                    | Name:  | Wilmot Wickramasuriya |   |
|                                           |           |                                    | Title: | President and Chief Financial Officer |   |

 

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**APPENDIX “A”**

**SWITCH CAPACITY**

**DMS-500 Front End:**

·      Lineups “A” and “B” of theDMS, consisting of the following frames:

Lineup “A”

One (1) DPCC with six (6) 96MB memory cards and two (2) BRISC70processorsOne (1) LIM with eight (8) SS7 LIU and four (4) Ethernet EIU InterfacesTwo (2) ENCTwo (2) CMSS (empty spares cabinets)

Lineup “B”

Two (2) MIS with miscellaneous modemsTwo (2) ISMETwo (2) IOE with one (1) 9-track tape driveOne (1) PDF (power distribution frame)

**DMS Port Frames:**

·      Eleven (11) DTEI Frames packfilled as follows:

8,640 DTC Ports (18 shelves)2,400 DTCI Ports (5 shelves)480 LTCI Ports (1 shelf)

·      Two (2) MVIE Frames packfilled as follows:

1,440 ESMA Ports (3 SMA2 shelves) with BRI “D” channel controllers

Excluding the ports already utilized, there is apotential balance of up to 78,000 ports remaining. MTI will have the option ofadding 39,000 ports and Saddleback will have the option of adding 39,000 ports.Either Party may add ports to the specified limits without the approval of theother Party. Expansion beyond these limits will require the approval of theboth Parties, which shall not be unreasonably withheld.

A-1

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**AncillaryEquipment:**

One (1) Alcatel 1631 SMC DCS (4 frames) populated with 24 DS3s and 672DS1s

One (1) Alcatel 1630 CSX DCS (1 frame) populated with 112 DS1s

One (1) ETC VRU with 24 voice ports (1 DS1)

One (1) Telecom Solutions Stratum 1 clock

Two (2) Nortel Smartbank Channel banks (SS7 connections)

One (1) Nortel Passport 7480 with:

One (l)16-slot shelfThree (3) DC power suppliesTwo (2) CP cardsOne (1) 3-port DS3 ATM UNI cardOne (1) 6-port l0baseT Ethernet cardTwo (2) 4-port DS1c Frame Relay cardsThree (3) 8-port DS1 Frame Relay cards

One (1) Centigram 640 Voicemail system with 48 analogue ports, 480hours of message space (two (2) 4GB disks)

One (1) Nortel HDT with 20 voice module or 28 DS1 capacity

One (1) Nortel OC-48 Classic with OC-48 Linear optics (1310ns), 24 DS3and 1 OC-3 ports.

Note:The DSX panels and connectivity are utilized in association with the attachedhardware.

A-2

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**APPENDIX “B”**

**SWITCH CAPACITYRESERVATION**

**DM**S-500Front End:

Excluding the ports already utilized, there is apotential balance of up to 78,000 ports remaining. MTI will have the option ofadding 39,000 ports and Saddleback will have the option of adding 39,000 ports.Either Party may add ports to the specified limits without the approval of theother Party. Expansion beyond these limits will require the approval of bothParties, which shall not be unreasonably withheld.

**DMS Ports:**

DTC Ports reserved: 960 (2 shelves)

DTCI Ports reserved: 480 (1 shelf)

LTCI Ports reserved: 480 (1 shelf)

SMA Ports reserved: 960 (2 shelves)

**Ancillary Equipment:**

Alcatel 1631 SMC DCS: Eight (8) DS3s with 224 DSls

ETC VRU: As required to capacity

Stratum 1 Clock: As required to capacity

Smartbank Channel banks: As required to capacity

Passport: Six (6) slots in the Passport Network

Centigram: As required to capacity

HDT:75% of current capacity

Note:The DSX panels and connectivity are utilized in association with the attachedhardware.

B-1

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**APPENDIX “C”**

**UPGRADE REQUIREMENTS—COSTALLOCATION**

**DMS:**

The upgrades to the switch will be broken into several categories:

1)                        Hardware:100% to owner

2)                        Softwareupgrades requiring switch hardware upgrades:

a.                          Mandated(regulatory or vendor):

i.                            Software:100% to owner

ii.                         Framesimpacted: 100% to frame user

b.                         FeatureUpgrade desired by one party:

i.                            Software:100% to desiring party

ii.                         Framesimpacted: 100% to desiring party

c.                          FeatureUpgrade desired by both parties:

i.                            Software:50% to each party

ii.                         Framesimpacted: 100% to frame user

Note: If a material impact can be achieved bySaddleback purchasing upgrades, Saddleback has the right to pay 100% of a givenupgrade.

**Ports:**

1)                        Hardware:100% by user

2)                        Softwareupgrades requiring frame upgrades

a.                          Mandated(regulatory or vendor): User of frame

b.                         Featureupgrade desired by one party: 100% by desiring party

c.                          Featureupgrade desired by both parties: User of frame

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**Ancillary Equipment:**

Passport: Due to the integrated nature of thePassport Network the following allocation applies to the Network and each nodein it:

1)                        Mandatedupgrades: 100% to owner of Node

2)                        Featureupgrade desired by one party:

a.                          Software/Hardware:100% all nodes to desiring party

3)                        Featureupgrade desired by both parties:

a.                          Software:100% to owner of node

b.                         Hardware:100% to owner

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