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                                                                 Exhibit 10.1.39

                                    AGREEMENT
                 FOR LOCAL WIRELINE NETWORK INTERCONNECTION
                                      AND
                                 SERVICE RESALE

                                     BETWEEN

                       AMERICAN TELEPHONE TECHNOLOGY, INC.
                                       AND
                          U S WEST COMMUNICATIONS, INC.

                             FOR THE STATE OF OREGON

                                CDS-991206-0204


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                                TABLE OF CONTENTS

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SECTION                                                      PAGE
<S>                                                             <C>

PREAMBLE ....................................................   1

RECITALS AND PRINCIPLES .....................................   1

SCOPE OF AGREEMENT ..........................................   2

PART I: GENERAL TERMS AND CONDITIONS ........................   3

1. Term ......................................................  3

2. Payment ...................................................  4

3. Taxes .....................................................  5

4. Audits and Inspections ..................................    5

5. Indemnification .........................................    6

6. Responsibility for Environmental Contamination ..........    7

7. Limitation of Liability .................................    8

8. Remedies For Failure to Meet Service Quality Standards ..    9

9. Warranties ..............................................    9

10. Non-exclusive Remedies ..................................   12

11. Dispute Resolution ......................................   13

12. Nondisclosure/Confidentiality and Proprietary Information   14

13. Customer Credit History .................................   16

14. Branding ................................................   16

15. Patents,-Trademarks .....................................   17

16. Publicity and Advertising ...............................   17

17. Force Majeure ...........................................   17

18. Waiver ..................................................   18

19. Governing Law/Compliance with Laws ......................   18

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<S>                                                             <C>
20. No Third Party Beneficiaries ............................   20

21. Responsibility of Each Party ............................   20

22. Assignment/Subcontracting ...............................   20

23. Entire Agreement ........................................   21

24. Severability ............................................   21

25. Amendments ..............................................   21

26. Heading of No Force or Effects ..........................   21.

27. Notices .................................................   21

28. Joint Work Product ......................................   22

29. Executed in Counterparts ................................   23

30. Referenced Documents ....................................   23

31. Survival ................................................   23

32. Successors and Assigns ..................................   23

PART II: LOCAL SERVICES RESALE

33. Introduction ............................................   23

34. Local Services Resale ...................................   24

PART Ill: UNBUNDLED NETWORK ELEMENTS

35. Introduction ............................................   26

36. Unbundled Network Elements ..............................   26

PART IV: ANCILLARY FUNCTIONS

37. Introduction ............................................   34

38. ILEC Provision of Ancillary Functions ...................   35

39. Standards for Ancillary Functions .......................   36

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<S>                                                             <C>
PART V: PRICING

40. General Principles ......................................   37
41. Price Schedules .........................................   38

</TABLE>

SCHEDULES

Schedule 1 Total Services Resale Pricing
Schedule 2 Unbundled Network Elements Pricing

ATTACHMENTS

Attachment 1      [intentionally deleted]

Attachment 2      Services Description: Total Services Resale

Attachment 3      Services Description: Unbundled Network Elements

Attachment 4      Services Description: Ancillary Functions

Attachment 5      Provisioning and Ordering

Attachment 6      Maintenance

Attachment 7      Connectivity Billing and Recording

Attachment 8      Provision of Customer Usage Data

Attachment 9      Local Number Portability

Attachment 10     Network Security

Attachment 11     Credit for Failure to Meet Service Quality Standards

Attachment 12     Definitions and Acronyms


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                                   AGREEMENT
                   FOR LOCAL WIRELINE NETWORK INTERCONNECTION
                                       AND
                                 SERVICE RESALE

         Pursuant to this Agreement for Local Wireline Network Interconnection
and Service Resale ("Agreement"), by and between American Telephone Technology,
Inc., a subsidiary of Advanced Telecommunications, Inc. (a Competitive Local
Exchange Carrier ("CLEC" or "Reseller", as applicable), on behalf of itself and
its Affiliates, and U S WEST Communications, Inc. (the lncumbent Local Exchange
Carrier or ("ILEC"), on behalf of itself and its Affiliates, (collectively, "the
Parties") will extend certain arrangements to one another within each LATA in
which they both operate within the state of Oregon.

                             RECITALS AND PRINCIPLES

         WHEREAS, interconnection between competing Local Exchange Carriers
("LECs") is necessary for the termination of each company's originating traffic
on the other carrier's network; and

         WHEREAS, The Telecommunications Act of 1996 (the "Act") was signed into
law on February 8,1996; and

         WHEREAS, the Act places certain duties and obligations upon, and grants
certain rights to, Telecommunications Carriers; and

          WHEREAS, ILEC is an Incumbent Local Exchange Carrier or has a majority
ownership interest in local exchange companies ("LECs") which are Incumbent
Local Exchange Carriers; and

         WHEREAS, ILEC for itself and its Affiliates is willing to sell
unbundled Network Elements and Ancillary Functions and additional features, as
well as services for resale, on the terms and subject to the conditions of this
Agreement; and

         WHEREAS, CLEC is a Telecommunications Carrier and has requested that
ILEC negotiate an Agreement with CLEC for the provision of interconnection, and
unbundled Network Elements (including Ancillary Functions and additional
features) pursuant to the Act and in conformance with ILEC's duties under the
Act; and

         WHEREAS, the Parties have arrived at this Agreement;

         NOW, THEREFORE, in consideration of the mutual provisions contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, CLEC and ILEC hereby covenant and agree as
follows:


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                               SCOPE OF AGREEMENT

A.       This Agreement sets forth the terms, conditions and prices under which
         ILEC agrees to provide (1) services for resale (hereinafter referred to
         as "Local Services") and (2) certain unbundled Network Elements,
         Ancillary Functions and additional features to CLEC (hereinafter
         collectively referred to as `Network Elements") or combinations of such
         Network Elements ("Combinations") for CLEC's own use or for resale to
         others, and for purposes of offering voice, video, or data services of
         any kind, including, but not limited to, local exchange services,
         intrastate toll services, and intrastate and interstate exchange access
         services.

         This Agreement also sets forth the terms and conditions for the
         interconnection of CLEC's network to ILEC's network and the reciprocal
         compensation for the transport and termination of telecommunications.
         ILEC may fulfill the requirements imposed upon it by this Agreement by
         itself or may cause its Affiliated ILECs to take such actions to
         fulfill the responsibilities. Unless otherwise provided in this
         Agreement, ILEC will perform all of its obligations hereunder
         throughout its entire service area.

         The Network Elements, Combinations or Local Services provided pursuant
         to this Agreement may be connected to other Network Elements,
         Combinations or Local Services provided by ILEC or to any Network
         Elements, Combinations or Local Services provided by CLEC itself or by
         any other vendor.

         Subject to the requirements of this Agreement, CLEC may, at any time
         add, delete, relocate or modify the Local Services, Network Elements or
         Combinations purchased hereunder. ILEC will not discontinue any Network
         Element, Combination or Local Service provided hereunder without the
         prior mutual agreement of the Parties or the approval of the
         Commission.

B.       In the performance of their obligations under this Agreement, the
         Parties shall act in good faith and consistently with the intent of the
         Act. Where notice, approval or similar action by a Party is permitted
         or. required by any provision of this Agreement, (including, without
         limitation, the obligation of the Parties to further negotiate the
         resolution of new or open issues under this Agreement) such action
         shall not be unreasonably delayed, withheld or conditioned.

C.       ILEC shall not reconfigure, re-engineer or otherwise redeploy its
         network in a manner which would impair CLEC's ability to offer
         Telecommunications Services in the manner contemplated by this
         Agreement, the Act or the FCC's Rules and Regulations. The Parties
         agree that all obligations undertaken pursuant to this Agreement,
         including without limitation, performance standards, intervals, and
         technical requirements are material obligations hereof and that time is
         of the essence.


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D.       Whenever CLEC requests the use of facilities not currently in place or
         when it requests services or facilities superior in quality to the
         highest quality of these three items: (1) requirements of FCC rules,
         (2) requirements of Commission rules or orders, or (3) the level of
         quality ILEC provides to itself or its Affiliates or its end user
         subscribers, CLEC must compensate ILEC fully for the additional costs
         of providing the requested facilities or superior services or
         facilities.

                      PART I: GENERAL TERMS AND CONDITIONS

1.        TERM

         1.1      When executed by authorized representatives of ILEC and CLEC,
         this Agreement shall become effective upon Commission approval, and
         shall expire on September 11, 2000, unless renewed by agreement of the
         Parties or terminated earlier in accordance with the provisions of this
         Agreement. Notwithstanding the foregoing sentence, the provisions for
         bill and keep set forth elsewhere in this Agreement shall exist for an
         interim period only and shall be coterminous with the interim period
         for bill and keep established in the Commission's Order 96-021 in
         Docket CP 1, including any changes thereto that may be ordered by the
         Commission.

         1.2      ILEC shall give CLEC notice of the impending expiration of
         this Agreement (or any renewable term thereof) ninety (90) days before
         such expiration. The Parties shall have the right to extend the term of
         this Agreement, upon mutual agreement, for successive one-year periods
         ("Renewal Year") upon expiration of the initial term or any subsequent
         Renewal Year. At the expiration of the term of this Agreement, or any
         renewal thereof, this Agreement shall continue in effect, on a
         month-to-month basis, at the same terms, conditions and prices as those
         in effect at the end of the latest term or renewal.

         1.3      CLEC may elect at any time to terminate this Agreement, in
         whole or in part, upon sixty (60) days written notice to ILEC. In such
         case, and except as provided in this paragraph, CLEC's liability shall
         be limited to payment of the amounts due for Network Elements,
         Combinations and Local Services provided up to and including the date
         of termination. ILEC recognizes that the Network Elements, Combinations
         and Local Services provided hereunder are vital to CLEC and must be
         continued without interruption, and that upon the termination or
         expiration of this Agreement, CLEC may itself provide or retain another
         vendor to provide such comparable Network Elements, Combinations or
         Local Services. ILEC agrees to cooperate in an orderly and efficient
         transition to CLEC or another vendor. ILEC further agrees to
         co-ordinate the orderly transition to CLEC or another vendor such that
         the level and quality of the Network Elements, Combinations and Local
         Services is not degraded and to exercise its best efforts to effect an
         orderly and efficient transition. CLEC may terminate any Local
         Service(s), Network Element(s) or Combination(~) provided under this
         Agreement upon thirty (30) days written notice to ILEC, unless a
         different notice period or different conditions are specified for
         termination of such Local


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         Service(s), Network Element(s) or Combination(s) in this Agreement, in
         which event such specific period and conditions shall apply.

         1.4      In the event of breach of any material provision of this
         Agreement by either Party, the non-breaching Party shall give the other
         Party written notice thereof, and:

                  1.4.1 If such material breach is for non-payment of amounts
                  due hereunder pursuant to Attachment 7, Section 13, the
                  breaching Party shall cure such breach within thirty (30) days
                  of receiving such notice. The non-breaching Party shall be
                  entitled to pursue all available legal and equitable remedies
                  for such breach. Amounts disputed in good faith and withheld
                  or set off shall not be deemed "amounts due hereunder" for the
                  purpose of this provision.

                  1.4.2 If such material breach is for any failure to perform in
                  accordance with this Agreement, which, in the sole judgment of
                  the non-breaching Party, adversely affects the non-breaching
                  Party's subscribers, the non-breaching Party shall give notice
                  of the breach and the breaching Party shall cure such breach
                  to the non-breaching Party's reasonable satisfaction within
                  ten (10) days or within a period of time equivalent to the
                  applicable interval required by this Agreement, whichever is
                  shorter, and if breaching Party does not, the non-breaching
                  Party may, at its sole option, terminate this Agreement, or
                  any parts hereof. The non-breaching Party shall be entitled to
                  pursue all available legal and equitable remedies for such
                  breach. For the purpose of this Subsection 1.4.2, notice may
                  be given electronically or by facsimile and in such case shall
                  be deemed received when sent.

                  1.4.3 If such material breach is for any other failure to
                  perform in accordance with this Agreement, the breaching Party
                  shall cure such breach to the non-breaching Party's reasonable
                  satisfaction within forty-five (45) days, and if the breaching
                  Party does not, the non-breaching Party may, at its sole
                  option terminate this Agreement, or any parts hereof. The
                  non-breaching Party shall be entitled to pursue all available
                  legal and equitable remedies for such breach.

         1.5      In the event of such termination as described in this Section
         1, for service arrangements made available under this Agreement and
         existing at the time of termination, those arrangements shall continue
         without interruption.

2.       PAYMENT

         2.1      Amounts payable under this Agreement are due and payable
         within thirty (30) days after the receipt of ILEC's invoice unless
         properly disputed under this Agreement or applicable Tariff.


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3.       TAXES

         3.1      Any federal, state or local excise, sales, or use taxes
         (excluding any taxes levied on income) resulting from the performance
         of this Agreement shall be borne by the Party upon which the obligation
         for payment is imposed under applicable law, even if the obligation to
         collect and remit such taxes is placed upon the other Party. Any such
         taxes shall be shown as separate items on applicable billing documents
         between the Parties. The Party so obligated to pay any such taxes may
         contest the same in good faith, at its own expense, and shall be
         entitled to the benefit of any refund or recovery, provided that such
         Party shall not permit any lien to exist on any asset of the other
         Party by reason of the contest. The Party obligated to collect and
         remit shall cooperate in any such contest by the other Party.

4.       AUDITS AND INSPECTIONS

         4.1      As used herein "Audit" shall mean a comprehensive review of
         services performed under this Agreement; "lnspection" shall mean an
         inquiry into a specific element of or process related to services
         performed under this Agreement. CLEC may perform up to four (4) Audits
         per 12-month period commencing with the Effective Date. CLEC may
         perform Inspections as CLEC deems necessary. Subject to ILEC's
         reasonable security requirements and-except as may be otherwise
         specifically provided in this Agreement, CLEC may audit ILEC's books,
         records, documents, and processes, among other things, to ensure the
         accuracy of ILEC's billing and invoicing and evaluating compliance with
         the terms and conditions of this Agreement and ILEC performance related
         thereto. CLEC may employ other persons or firms for this purpose. Such
         audit shall take place at a time and place agreed on by the Parties no
         later than thirty (30) days after notice thereof to ILEC.

         4.2      ILEC shall promptly correct any billing error that is revealed
         in an audit, including making refund of any overpayment by CLEC in the
         form of a credit on the invoice for the first full billing cycle after
         the Parties have agreed upon the accuracy of the audit results. Any
         Disputes concerning audit results shall be resolved pursuant to the
         Alternate Dispute Resolution procedures described in Section 11 below.

         4.3      ILEC shall co-operate fully in any such audit, providing
         reasonable access to any and all appropriate ILEC employees, ILEC
         facilities (e.g., conference rooms, telephones, copying machines),
         books, records and other documents reasonably necessary to assess the
         accuracy of ILEC's bills.

         4.4      CLEC may audit ILEC's books, records and documents more
         frequently than provided in Section 4.1 preceding during any Contract
         Year if the previous audit found previously uncorrected net variances
         or errors in invoices in ILEC's favor with an aggregate value of at
         least one percent (1%) of the amounts payable by CLEC for Local
         Services, Network Elements or Combinations provided during the period
         covered by the audit.


<PAGE>

         4.5      Audits shall be at CLEC's expense, subject to reimbursement-
         by ILEC in the event that an audit finds an adjustment in the charges
         or in any invoice paid or payable by CLEC hereunder by an amount that
         is, on an annualized basis, greater than one percent (1%) of the
         aggregate charges for the Local Services, Network Elements and
         Combinations during the period covered by the audit.

         4.6      The reasonable cost of special data extractions required by
         CLEC to conduct the Audit Examination will be paid for by CLEC. For
         purposes of this Section 4.6, a "Special Data Extraction" shall mean
         the creation of an output record or informational report (from existing
         data files) that is not created in the normal course of business. If
         any program is developed to CLEC's specifications and at CLEC's
         expense, CLEC shall specify at the time of request. whether the program
         is to be retained by ILEC for reuse for any subsequent CLEC Audit or
         Examination.

         4.7      Upon (a) the discovery by ILEC of overcharges not previously
         reimbursed to CLEC or (b) the resolution of disputed audits, ILEC shall
         promptly reimburse CLEC the amount of any overpayment times the highest
         interest rate (in decimal value) which may be levied by law for
         commercial transactions, compounded daily for the number of days from
         the date of overpayment to and including the date that payment is
         actually made. In no event, however, shall interest be assessed on any
         previously assessed or accrued late payment charges.

         4.8      This Section 4 shall survive expiration or termination of this
         Agreement for a period of two (2) years after expiration or termination
         of this Agreement.

5.        INDEMNIFICATION.

         5.1      Each of the Parties agrees to release, indemnify, defend and
         hold harmless the other Party and each of its officers, directors,
         employees and agents (each, an "Indemnitee") from and against and in
         respect of any loss, debt, liability, damage, obligation, claim,
         demand, judgment or settlement of any nature or kind arising out of,
         resulting from or based upon any pending or threatened claim, action,
         proceeding or suit by any third party known or unknown, liquidated or
         unliquidated, including, but not limited to, costs and attorneys' fees,
         accounting or otherwise, whether suffered, made, instituted, or
         asserted by any other party or person alleging any breach of any
         representation, warranty or covenant made by such indemnifying Party
         (the "Indemnifying Party") in this Agreement, for invasion of privacy,
         personal injury to or death of any person or persons, or for loss,
         damage to, or destruction of property, whether or not owned by others,
         resulting from the Indemnifying Party's performance, breach of
         Applicable Law, or status or the actions, breach of Applicable Law, or
         status of its employees, agents and subcontractors; for actual or
         alleged infringement of any patent, copyright, trademark, service mark,
         trade name, trade dress, trade secret or any other intellectual
         property right, now known or later developed (referred to as
         "Intellectual Property Rights"); or for failure to perform under this
         Agreement, regardless of the form of action.


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         5.2      The indemnification provided herein shall be conditioned upon:

                  5.2.1 Whenever a Claim shall arise for indemnification under
                  this Section 5, the relevant Indemnitee, as appropriate, shall
                  promptly notify the Indemnifying Party and request the
                  Indemnifying Party to defend the same. Failure to so notify
                  the Indemnifying Party shall not relieve the Indemnifying
                  Party of any liability that the Indemnifying Party might have,
                  except to the extent that such failure prejudices the
                  Indemnifying Party's ability to defend such Claim.

                   5.2.2 The Indemnifying Party shall have the right to defend
                   against such liability or assertion in which event the
                   lndemnifying Party shall give written notice to the
                   Indemnitee of acceptance of the defense of such Claim and the
                   identity of counsel selected by the Indemnifying Party.
                   Except as set forth below, such notice to the relevant
                   Indemnitee shall give the Indemnifying Party full authority
                   to defend, adjust, compromise or settle such Claim with
                   respect to which such notice shall have been given, except to
                   the extent that any compromise or settlement shall prejudice
                   the Intellectual Property Rights of the relevant Indemnitees.
                   The Indemnifying Party shall consult with the relevant
                   Indemnitee prior to any compromise or settlement that would
                   affect the Intellectual Property Rights or other rights of
                   any Indemnitee, and the relevant Indemnitee shall have the
                   right to refuse such compromise or settlement and, at the
                   refusing Party's or refusing Parties' cost, to take over such
                   defense, provided that in such event the Indemnifying Party
                   shall not be responsible for, nor shall it be obligated to
                   indemnify the relevant Indemnitee against, any cost or
                   liability in excess of such refused compromise or settlement.
                   With respect to any defense accepted by the Indemnifying
                   Party, the relevant Indemnitee shall be entitled to
                   participate with the Indemnifying Party in such defense if
                   the Claim requests equitable relief or other relief that
                   could affect the rights of the Indemnitee and also shall be
                   entitled to employ separate counsel for such defense at such
                   Indemnitee's expense. In the event the Indemnifying Party
                   does not accept the defense of any indemnified Claim as
                   provided above, the relevant Indemnitee shall have the right
                   to employ counsel for such defense at the expense of the
                   Indemnifying Party. Each Party agrees to cooperate and to
                   cause its employees and agents to cooperate with the other
                   Party in the defense of any such Claim and the relevant
                   records of each Party shall be available to the other party
                   with respect to any such defense.

6.       RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

         6.1      Neither Party shall be liable to the other for any costs
         whatsoever resulting from the presence or release of any Environmental
         Hazard that the other Party introduced to the affected Work Location.
         Both Parties shall defend and hold harmless the other, its officers,
         directors and employees from and against any losses, damages, claims,
         demands, suits, liabilities, fines, penalties and expenses (including
         reasonable attorneys' fees) that arise out of or result from


<PAGE>

         (a) any Environmental Hazard that the indemnifying Partj, its
         contractors or agents introduce to its Work Locations, or (b) the
         presence or release of any Environmental Hazard for which the
         indemnifying Party is responsible under Applicable Law.

         6.2      In the event any suspect materials within ILEC-owned, operated
         or leased facilities are identified to be asbestos-containing, CLEC
         will ensure that to the extent any activities which it undertakes in
         the facility disturb such suspect materials, such CLEC activities will
         be in accordance with applicable local, state and federal environmental
         health and safety statutes and regulations. Except for abatement
         activities undertaken by CLEC or equipment placement activities that
         result in the generation of asbestos containing material, CLEC shall
         not have any responsibility for managing, nor be the owner of, not
         have any liability for, or in connection with, any asbestos containing
         material. ILEC agrees to immediately notify CLEC if ILEC undertakes any
         asbestos control or asbestos abatement activities that potentially
         could affect CLEC equipment or operations, including, but not limited
         to, contamination of equipment.

7.       LIMITATION OF LIABILITY

         7.1      Liabilities of CLEC - CLEC's liability to ILEC during any
         Contract Year resulting from any and all causes, other than as
         specified in this Agreement shall not exceed the amount due and owing
         by CLEG to ILEC under this Agreement during the Contract Year during
         which such cause accrues or arises.

         7.2      Liabilities of ILEC - ILEC's liability to CLEC during any
         Contract Year resulting from any and all causes, other than as
         specified below in Section 8 following, and in Section 10 shall not
         exceed the total of any amounts due and owing to CLEC pursuant to
         Service Parity; Service Guarantees and the Attachment related thereto,
         plus any amounts due and owing by CLEC to ILEC under this Agreement
         during the Contract Year during which such cause accrues or arises.

         7.3      Neither Party shall be liable to the other for any indirect,
         incidental, special or consequential damages arising out of or related
         to this Agreement or the provision of service hereunder.
         Notwithstanding the foregoing limitations, a Party's liability shall
         not be limited by the provisions of this Section 7 in the event of its
         willful or intentional misconduct, including gross negligence, or its
         repeated breach of any one or more of its material obligations under
         this Agreement. A Party's liability shall not be limited with respect
         to its indemnification obligations.

         7.4      The limitations set forth in Sections 7.1, 7.2 and 7.3 shall
         not apply to a Party's liability in the event of its willful or
         intentional misconduct, including its gross negligence, or its repeated
         breach of any one or more of its material obligations under this
         Agreement.


<PAGE>

         FOR PURPOSES OF THIS SECTION 7, AMOUNTS DUE AND OWING TO CLEC PURSUANT
         TO THE SECTION ON SERVICE PARITY, SERVIGE GUARANTEES AND THE ATTACHMENT
         REFERENCED IN THAT SECTION SHALL NOT BE CONSIDERED TO BE INDIRECT,
         INCIDENTAL, CONSEQUENTIAL, RELIANGE, OR SPEGIAL DAMAGES.

8.       REMEDIES FOR FAILURE TO MEET SERVICE QUALITY STANDARDS

         8.1      ILEC will provide all Local Services, Network Elements or
         Combinations in accordance with service standards, measurements, and
         performance requirements, that are expressly specified in this
         Agreement and the Commission's rules. In cases where such service
         quality standards are not expressly specified, ILEC will provide all
         Local Services, Network Elements or Combinations in accordance with
         quality standards which are at least equal or superior to the level of
         service quality that ILEC is required to meet by its own internal
         procedures, or by standards set forth in Oregon statutes or rules or in
         FCC rules or regulations, in providing Local Service, Network Elements
         or Combinations to itself, to its end-users or to its Affiliates. In
         the event CLEC wants a level of service quality in excess or superior
         to that provided in this paragraph, CLEC must (a) request that quality
         of service through the BFR process specified herein; and (b) compensate
         ILEC fully for the additional incremental costs of providing the
         requested facilities or superior services or facilities.

         8.2      ILEC acknowledges that remedies at law alone are inadequate to
         compensate CLEC for failures to meet the service quality standards
         requirements specified by this Agreement, failures to install or
         provision Network Elements, Combinations or Services in accordance with
         the Due Dates specified in this Agreement, or for failures to provide
         Customer Usage Data in accordance with this Agreement. CLEC shall have
         the right to seek injunctive relief and other equitable remedies (in
         addition to remedies provided in this Agreement, at law and through
         administrative process) to require ILEC (a) to cause the Network
         Elements, Combinations or Services ordered by CLEC to meet the service
         quality standards requirements specified by this Agreement, (b) to
         install or provision the Network Elements, Combinations or Services
         ordered by CLEC within the Due Dates specific in this Agreement, and
         (c) to provide Customer Usage Data in accordance with this Agreement.

         8.3      Service quality concerns which cannot be addressed through
         informal processes may be dealt with through (a) the Dispute Resolution
         procedure set forth in this Agreement; (b) the formal complaint
         procedures established by the Commission; or (c) other available
         forums.

9.        WARRANTIES

         9.1      Except as otherwise provided herein, each Party shall perform
         its obligations hereunder at a performance level no less than the
         highest level which


<PAGE>

         it uses for its own operations, or those of its Affiliates, but in no
         event shall a Party use less than reasonable care in the performance of
         its duties hereunder.

         9.2      ILEC warrants that Local Interconnection will be provided in a
         competitively neutral fashion, at any technically feasible point within
         its network at CLEC's request, and that such interconnection will
         contain all the same features, functions and capabilities, and be at
         least equal in quality to the highest level provided by ILEC to itself
         or its Affiliates. ILEC shall have the full burden of proving that a
         requested Interconnection Point ("IP") is not technically feasible. To
         the extent ILEC proves infeasibility, ILEC shall be required to provide
         to CLEC an alternative IP which will not impair CLEC's ability to
         provide its Telecommunications Services. Such alternative P shall be
         technically equivalent to the requested IP.

         9.3      ILEC warrants that it will provide to CLEC on a
         nondiscriminatory basis unbundled Network Elements and ancillary
         services, including, but not limited to, local loop, local switching,
         tandem switching/transit switching, transport, data switching,
         intelligent network and advanced intelligent network, operator service,
         directory assistance, 911, white and yellow pages, and repair and
         maintenance, at any technically feasible points requested by CLEC, and
         all operations support systems used and useful in the preordering,
         ordering, provisioning, design, engineering, maintenance, repair,
         tracking, management, billing and any other function or functionality
         associated directly or indirectly with unbundled Network Elements and
         ancillary services. ILEC further warrants that these services, or their
         functional components, will contain all the same features, functions
         and capabilities and be provided at a level of quality at least equal
         to the highest level which it provides to itself or its Affiliates.
         ILEC shall have the full burden of proving that access requested by
         CLEC is not technically feasible. To the extent ILEC proves
         infeasibility, ILEC shall be required to provide to CLEC an alternative
         service, which will not impair CLEC's ability to provide its
         Telecommunications Services. Such alternative service shall be
         technically equivalent to the requested service.

         9.4      ILEC warrants that it will provide to CLEC nondiscriminatory
         access to poles, pole attachments, ducts, innerducts, conduits,
         building entrance facilities, building entrance links, equipment rooms,
         remote terminals, cable vaults, telephone closets, building risers,
         rights of way, and other pathways owned or controlled by ILEC, using
         capacity currently available or that can be made available. ILEC shall
         take all reasonable steps to accommodate requests for access to its
         facilities, including modifying or rearranging facilities to increase
         capacity. ILEC shall have the full burden of proving that such access
         is not technically feasible. To the extent ILEC proves infeasibility,
         ILEC shall be required to provide to CLEC alternative suitable access
         which will not impair CLEC's ability to provide its Telecommunications
         Services. Such alternative access shall be technically equivalent to
         the requested access.

         9.5      ILEC warrants that it will provide to CLEC, in a competitively
         neutral fashion, unbundled local loops, network interface devices or
         units, loop distribution, digital loop carrier/analog cross connect,
         and loop feeders, that


<PAGE>

         contain all the same features, functions, and capabilities that ILEC
         makes available to itself in provision of its Telecommunications
         Services or to its Affiliates, with at least the same quality of
         service, order processing, provisioning and installation, trouble
         resolution, maintenance, customer care, and billing, as the highest
         quality ILEC provides equivalent features, functions and capabilities
         to itself, its Affiliates, or its own subscribers. ILEC shall have the
         full burden of proving that access to the unbundled local loop or any
         of its unbundled components is not technically feasible. To the extent
         ILEC proves infeasibility, ILEC shall be required to provide to CLEC
         alternative suitable facilities which will not impair CLEC's ability to
         provide its Telecommunications Services. Such alternative facilities
         shall be technically equivalent to the requested access.

         9.6      ILEC warrants that it will provide to CLEC unbundled transport
         and its. components, including common transport, dedicated transport,
         with and without electronics, and multiplexing/digital cross connect,
         with all the same features, functions and capabilities, and with at
         least the same quality level which ILEC provides to itself or its
         Affiliates in provision of its, or such Affiliate's, Telecommunications
         Services, and that such services will be provided in a competitively
         neutral fashion. ILEC shall have the full burden of proving that access
         to unbundled transport or any unbundled transport components is not
         technically feasible. To the extent ILEC proves infeasibility, ILEC
         shall be required to provide to CLEC alternative suitable facilities
         which will not impair CLEC's ability to provide its Telecommunications
         Services. Such alternative facilities shall be technically equivalent
         to the requested access.

         9.7      ILEC warrants that it will provide unbundled local switching
         and its functional components, including line port, trunk port, and
         switching capacity, including all features, functions and capabilities,
         and nondiscriminatory access via electronic interface to databases and
         associated signaling needed for call routing, call completion, and
         service creation, and to create and bill the communications path, all
         at the same or better grade of service that ILEC provides to itself or
         its Affiliates, unless service degradation is due to CLEC purchasing
         insufficient capacity to meet its own demand. ILEC further warrants
         that unbundled local switching and its functional components will be
         provided in a competitively neutral fashion. ILEC shall have the full
         burden of proving that access to unbundled local switching or its
         functional components is not technically feasible. To the extent ILEC
         proves infeasibility, ILEC shall be required to provide to CLEC
         alternative suitable facilities which will not impair CLEC's ability to
         provide its Telecommunications Services. Such alternative facilities
         shall be technically equivalent to the requested access.

         9.8      ILEC warrants that it will provide nondiscriminatory access to
         telephone numbers.

         9.9      ILEC warrants that it will provide to CLEC, in a competitively
         neutral fashion, interim number portability with the same features,
         functions and capabilities that ILEC provides to itself or its
         Affiliates, and with as little impairment of functioning, quality,
         reliability, and convenience as possible, and that it will provide such
         service as required by the FCC in Telephone Number


<PAGE>

         Portability, CC Docket No. 95-116, First Report and Order, released
         July 2, 1996.

         9.10     ILEC warrants that it will provide to CLEC, in a competitively
         neutral fashion, dialing parity for local exchange service and
         interexchange service with the same features, functions and
         capabilities that ILEC provides to itself or its Affiliates, and that
         it will provide such service as required by the FCC in Implementation
         of the Local Competition Provisions of the Telecommunications Act of
         1996, so that CLEC's subscribers experience no greater post-dial delay
         than similarly-situated ILEC subscribers, and are not required to dial
         any greater number of digits than similarly situated ILEC subscribers.

         9.11     ILEC warrants that with respect to Local Resale, order entry,
         provisioning, installation, trouble resolution, maintenance, customer
         care, billing, and service quality will be provided at least as
         expeditiously as ILEC provides for itself or for its own retail local
         service or to others, or to its Affiliates, and that it will provide
         such services to CLEC in a competitively neutral fashion and at a level
         of quality which allows CLEC in turn to provide Local Resale at a level
         of quality equal to the highest level of quality ILEC provides for
         itself for its own retail local service or to others, or to its
         Affiliates. ILEC warrants further that it will impose no restrictions
         on CLEC's resale of these services unless specifically sanctioned by
         the FCC or the Commission.

         9.12     ILEC warrants that it will provide on a nondiscriminatory
         basis space on its premises for physical or virtual collocation, as
         CLEC may specify, consistent with FCC and Commission regulations and
         orders, for equipment necessary for CLEC's interconnection and access
         to unbundled network elements.

10.      NONEXCLUSIVE REMEDIES

         10.1     Except as otherwise expressly provided in this Agreement, each
         of the remedies provided under this Agreement is cumulative and is in
         addition to any remedies that may be available at law or in equity.

         10.2     In the event ILEC fails to switch a subscriber to CLEC service
         as requested through a CLEC service request, within the intervals set
         forth in this Agreement, the continued provision of Telecommunications
         Services by ILEC to such subscriber shall be deemed an illegal change
         in subscriber carrier selection commencing with the time at which ILEC
         failed to switch such subscriber. In such event ILEC shall reimburse
         CLEC in an amount equal to all charges paid by such subscriber to ILEC
         from the time of such failure to switch to the time at which the
         subscriber switch is accomplished. This remedy shall be in addition to
         all other remedies available to CLEC under this Agreement or otherwise
         available.

         This same remedy shall apply in the event that either CLEC or ILEC
         makes an unauthorized change in the local exchange service provider of
         an end user.


<PAGE>

         10.3     All rights of termination, cancellation or other remedies
         prescribed in this Agreement, or otherwise available, are cumulative
         and are not intended to be exclusive of other remedies to which the
         injured Party may be entitled at law or equity in case of any breach or
         threatened breach by the other Party of any provision of this
         Agreement. Use of one or more remedies shall not bar use of any other
         remedy for the purpose of enforcing the provisions of this Agreement.

11.      DISPUTE RESOLUTION

         11.1     All disputes, claims or disagreements (collectively
         "Disputes") arising under or related to this Agreement or the breach
         hereof, except those arising pursuant to Attachment 7 Connectivity
         Billing, shall be resolved according to the procedures set forth in
         Section 11.2 below. Disputes involving matters subject to the
         Connectivity Billing provisions contained in Attachment 7, shall be
         resolved in accordance with the Billing Disputes section of Attachment
         7. The foregoing notwithstanding, the provisions of this Section 11
         shall not be construed to prevent either Party from seeking and
         obtaining temporary equitable remedies, including temporary restraining
         orders. A request by a Party to a court or a regulatory authority for
         interim measures or equitable relief shall not be deemed a waiver of
         the obligation to comply with the provisions of this Section 11.

         11.2     The Parties recognize and agree that the Commission has
         continuing-jurisdiction to implement and enforce all terms and
         conditions of this Agreement. Accordingly, the Parties agree that any
         dispute arising out of or relating to this Agreement that the Parties
         themselves cannot resolve, may be submitted to the Commission for
         resolution. The Parties agree to seek expedited resolution by the
         Commission, and shall request that resolution occur in no event later
         than sixty (60) days from the date of submission of such dispute. If
         the Commission appoints an expert(s) or other facilitator(s) to assist
         in its decision making, the losing party shall pay the fees and
         expenses so incurred.

         11.3     In cases where the Commission determines that neither Party
         has, in some material respect, completely prevailed or lost in a
         proceeding, the Commission shall, in its discretion, apportion expenses
         to reflect the relative success of each Party. Those fees and expenses
         not directly related to a particular proceeding shall be shared
         equally. In the event that the Parties settle a dispute before the
         Commission reaches a decision with respect to that dispute, the
         Settlement Agreement must specify how the fees and expenses for the
         particular proceeding will be apportioned.

         11.4     During the Commission proceeding each Party shall continue to
         perform its obligations under this Agreement; provided, however that
         neither Party shall be required to act in any unlawful fashion. This
         provision shall not preclude the Parties from seeking relief available
         in any other forum.


<PAGE>

12.      NONDISCLOSURE/CONFIDENTIALITY AND PROPRIETARY INFORMATION

         12.1     All information which is disclosed by one Party to the other
         in connection with this Agreement shall automatically be deemed
         proprietary to the Discloser and subject to this Agreement, unless
         otherwise confirmed in writing by the Discloser. In addition, by way of
         example and not limitation, all orders for Local Services, Network
         Elements or Combinations placed by CLEC pursuant to this Agreement, and
         information that would constitute Customer Proprietary Network
         Information of CLEC customers pursuant to the Act and the rules and
         regulations of the Federal Communications Commission ("FCC"), and
         Recorded Usage Data as described in Attachment 8, whether disclosed by
         CLEC to ILEC or otherwise acquired by ILEC in the course of the
         performance of this Agreement, shall be deemed Confidential Information
         of CLEG for all purposes under this Agreement.

         12.2.    The Recipient may make copies of Confidential Information only
         as reasonably necessary to perform its obligations under this
         Agreement. All such copies shall bear the same copyright and
         proprietary rights notices as are contained on the original. Upon
         request by the Discloser, the Recipient shall return all tangible
         copies within thirty (30) days of Proprietary Information, whether
         written, graphic or otherwise, except that the Recipient may retain one
         copy for archival purposes. lf either Party loses or makes an
         unauthorized disclosure of the other Party's Confidential Information,
         it shall notify such other-Party immediately and use reasonable efforts
         to retrieve the lost or wrongfully disclosed information.

         12.3.    For a period of five (5) years from the receipt of
         Confidential Information, each Party shall keep all of the other
         Party's Proprietary Information confidential and shall use the other
         Party's Proprietary Information only for performing the covenants
         contained in this Agreement. Neither Party shall use the other Party's
         Proprietary Information for any other purpose except upon such terms
         and conditions as may be agreed upon between the Parties in writing.

         12.4     Unless otherwise agreed, the obligations of confidentiality
         and non-use set forth in this Agreement do not apply to such
         Proprietary Information as:

                  12.4.1 was at the time of receipt already known to the
                  receiving Party free of any obligation to keep it confidential
                  evidenced by written records prepared prior to delivery by the
                  disclosing Party; or

                  12.4.2 is or becomes publicly known through no wrongful act
                  of the receiving Party; or

                  12.4.3 is rightfully received from a third person having no
                  direct or indirect secrecy or confidentiality obligation to
                  the disclosing Party with respect to such information; or

                  12.4.4. is independently developed by an employee, agent, or
                  contractor of the receiving Party which individual is not
                  involved in any manner with


<PAGE>

                  the provision of services pursuant to this Agreement and does
                  not have any direct or indirect access to the Proprietary
                  Information; or

                  12.4.5 is disclosed to a third person by the disclosing Party
                  without similar restrictions on such third person's rights; or

                  12.4.6 is approved for release by written authorization of the
                  disclosing Party; or

                  12.4.7 is required to be made public by the receiving Party
                  pursuant to applicable law or regulation provided that the
                  receiving Party shall give sufficient notice of the
                  requirement to the disclosing Party to enable the disclosing
                  Party to seek protective orders.

         12.5     Each Party's obligations to safeguard Confidential Information
         disclosed prior to expiration or termination of this Agreement shall
         survive such expiration or termination.

         12.6     Each Party agrees that the Discloser would be irreparably
         injured by a breach of this Agreement by the Recipient or its
         representatives and that the Discloser shall be entitled to seek
         equitable relief, including injunctive relief and specific performance,
         in the event of any breach of the provisions of this Agreement. Such
         remedies shall not be deemed to be the exclusive remedies for a breach
         of this Agreement, but shall be in addition to all other remedies
         available at law or in equity.

         12.7     CPNI related to CLEC's subscribers obtained by virtue of Local
         Interconnection or any other service provided under this Agreement
         shall be CLEC's proprietary information and may not be used by ILEC for
         any purpose except performance of its obligations under this Agreement,
         and in connection with such performance, shall be disclosed only to
         employees with a need to know, unless the CLEC subscriber expressly
         directs CLEC to disclose such information to ILEC pursuant to the
         requirements of Section 222(c)(2) of the Act. If ILEC seeks and obtains
         written approval to use or disclose such CPNI from CLEC's subscribers,
         such approval shall be obtained only in compliance with Section
         222(c)(2) and, in the event such authorization is obtained, ILEC may
         use or disclose only such information as CLEC provides pursuant to such
         authorization and may not use information that ILEC has otherwise
         obtained, directly or indirectly, in connection with its performance
         under this Agreement. CPNI related to ILEC's subscribers obtained by
         virtue of Local Interconnection shall be ILEC's proprietary information
         and may not be used by CLEC for any purpose except performance of its
         obligations under this Agreement, and in connection with such
         performance shall be disclosed only to employees with a need to know,
         unless the ILEC subscriber expressly directs ILEC to disclose such
         information to CLEC pursuant to the requirements of Section 222(c)(2)
         of the Act. If CLEC seeks and obtains written approval to use or
         disclose such CPNI from ILEC's subscribers, such approval shall be
         obtained only in compliance with Section 222(c)(2) of the Act and, in
         the event such authorization is obtained, CLEC may use or disclose only
         such information as ILEC provides


<PAGE>


         pursuant to such authorization and may not use information that CLEC
         has otherwise obtained, directly or indirectly, in connection with its
         performance under this Agreement.

13.      CUSTOMER CREDIT HISTORY

         13.1     CLEC and ILEC agree to make available to a designated
         third-party credit bureau, on a timely basis, such of the following
         customer payment history information that is available for each person
         or entity that applies for local or IntraLATA toll Telecommunications
         Service(s) from either carrier. Such information shall be provided on
         the condition that the credit bureau will only make such information
         available to the carrier to which the person or entity in question has
         applied for Telecommunication Service.

                 Applicants name;
                 Applicant's address;
                 Applicant's previous phone number; if any;
                 Amount, if any, of unpaid balance in applicant's name
                 Whether applicant is delinquent on payments;
                 Length of service with prior local or IntraLATA toll provider;
                 Whether applicant had local or IntraLATA toll service
                 terminated or suspended within the last six months with an
                 explanation of the reason therefor; and
                 Whether applicant was required by prior local or IntraLATA
                 toll provider to pay a deposit or make an advance payment,
                 including the amount of each.

14.      BRANDING

         14.1     Services offered by CLEC that incorporate Network Elements or
         Combinations made available to CLEG pursuant to this Agreement, and
         Local Services that CLEC offers for resale shall, at CLEC's sole
         discretion, be branded exclusively as CLEC services, or otherwise, as
         CLEC shall determine. CLEC shall provide the exclusive interface to
         CLEC Customers in connection with the marketing, offering or provision
         of CLEC services, except as CLEC shall otherwise specify. In those
         instances where CLEC requires ILEC personnel to interface directly with
         CLEC Customers, either orally in person or by telephone, or in writing,
         such personnel shall identify themselves as representing CLEC, and
         shall not identify themselves as representing ILEC. All forms, business
         cards or other business materials furnished by ILEC to CLEC Customers
         shall be subject to CLEC's prior review and approval, and shall bear no
         corporate name, logo, trademark or trade name other than CLEC's or such
         other brand as CLEC shall determine. In no event shall ILEC personnel
         acting on behalf of CLEC pursuant to this Agreement provide information
         to CLEG local service customers about ILEC products or services. ILEC
         shall provide, for CLEC's review and approval, the methods and
         procedures, training and approaches to be used by ILEC to ensure that
         ILEC meets CLEC's branding requirements. No provision of this


<PAGE>

         Section 15 should be interpreted to require ILEC personnel to change
         placards on service vehicles or to remove uniforms bearing the ILEC
         logo. -

15.      PATENTS, TRADEMARKS

         15.1.    Except for a limited license to use patents or copyrights to
         the extent necessary for the Parties to use any facilities or equipment
         (including software) or to receive any service solely as provided under
         this Agreement, nothing in this Agreement shall be construed as the
         grant of a license, either express or implied, with respect to any
         patent, copyright, logo, trademark, trade secret or any other
         proprietary or intellectual property right now or hereafter owned
         controlled or licensable by each Party. CLEC or Reseller may not use
         any logo, trademark or other intellectual property right of ILEC
         without execution of. a separate agreement between the Parties. It is
         the responsibility of each Party to ensure at no additional cost to the
         other Party that it has obtained any necessary licenses in relation to
         intellectual property of third parties used in its network that may be
         required to enable the other Party to use any facilities or equipment
         (including software), to receive any service, or to perform its
         respective obligations under this Agreement.

         15.2     Unless otherwise mutually agreed upon, neither Party shall
         publish or use the other Party's logo, trademark, service mark, name,
         language, pictures, or symbols or words from which the other Party's
         name may reasonably be inferred or implied in any product, service,
         advertisement, promotion, or any other publicity matter.

16.      PUBLICITY AND ADVERTISING

         16.1     Neither Party shall publish or use any advertising, sales
         promotions or other publicity materials that use the other Party's
         logo, trademarks or service marks without the prior written approval of
         the other Party.

17.      FORCE MAJEURE

         17.1     Except as otherwise specifically provided in this Agreement,
         neither Party shall be responsible for any delay or failure in
         performance resulting from acts or occurrences beyond the reasonable
         control of such Party and without its fault or negligence, regardless
         of whether such delays or failures in performance were foreseen or
         foreseeable as of the date of this Agreement, including,, without
         limitation: fire, explosion, power failure, acts of God, war,
         revolution, civil commotion, or acts of public enemies; any law, order,
         regulation, ordinance or requirement of any government or legal body;
         or labor unrest, including, without limitation, strikes, slowdowns,
         picketing or boycotts; or delays caused by the other Party or by other
         service or equipment vendors; or any other circumstances beyond the
         Party's reasonable control. In such event, the Party affected shall,
         upon giving prompt notice to the other Party, be excused from such
         performance on a day-to-day basis to the extent of such interference
         (and the other Party shall likewise be excused from performance of its
         obligations on a day-to-day basis to


<PAGE>

         the extent such Party's obligations relate to the performance so
         interfered with). The affected Party shall use its best efforts to
         avoid or remove the cause of non-performance and both Parties shall
         proceed to perform with dispatch once the causes are removed or cease.
         In the event of such performance delay or failure by ILEC, ILEC agrees
         to resume performance in a nondiscriminatory manner and not favor its
         own provision of Telecommunications Services above that of CLEC. For
         purposes of this Agreement, Force Majeure shall not include acts of any
         Governmental Authority relating to environmental, health or safety
         conditions at work locations.

18.      WAIVER

         18.1     No waiver of any provisions of this Agreement and no consent
         to any default under this Agreement shall be effective unless the same
         shall be in writing and properly executed by or on behalf of the Party
         against whom such waiver or consent is claimed. No course of dealing or
         failure of any Party to strictly enforce any term, right, or condition
         of this Agreement in any instance shall be construed as a general
         waiver or relinquishment on its part of any such provision, but the
         same shall, nevertheless, be and remain in full force and effect.
         Waiver by either Party of any default by the other Party shall not be.
         deemed a waiver of any other default. By entering into this Agreement
         CLEC does not waive any right granted to it pursuant to the Act.

19.      GOVERNING LAW/COMPLIANCE WITH LAWS

         19.1     This Agreement shall be deemed to be a contract made under and
         shall be construed, interpreted and enforced in accordance with the
         laws of the state of Oregon. Insofar as matters of federal law or
         regulation are exclusively concerned, the Parties agree to the
         exclusive jurisdiction of the federal court for the state of Oregon.
         Issues or matters exclusively arising under state law or regulation may
         be heard by the state court which would otherwise have jurisdiction
         over such issue or matter. CLEC and ILEC each shall comply at its own
         expense with all Applicable Law that relates to (a) its obligations
         under or activities in connection with this Agreement; or (b) its
         activities undertaken at, in connection with or relating to Work
         Locations.

         ILEC will be solely responsible for obtaining from governmental'
         authorities, building owners, other carriers, and any other persons or
         entities, all rights and privileges (including, but not limited to,
         space and power), which are necessary for ILEC to provide the Network
         Elements and Local Services pursuant to this Agreement.

         19.2     ILEC shall be responsible for obtaining and keeping in effect
         all Federal Communications Commission, state regulatory commission,
         franchise authority and other regulatory approvals that may be required
         in connection with the performance of its obligations under this
         Agreement. CLEC shall be responsible for obtaining and keeping in
         effect all Federal Communications Commission, state regulatory
         commission, franchise authority and other regulatory approvals that


<PAGE>

         may be required in connection with its offering of services to CLEC
         Customers contemplated by this Agreement. CLEC shall reasonably
         cooperate with ILEC in obtaining and maintaining any required approvals
         for which ILEC is responsible, and ILEC shall reasonably cooperate with
         CLEC in obtaining and maintaining any required approvals for which CLEC
         is responsible.

         19.3     In the event that ILEC is required by any governmental
         authority to file a tariff or make another similar filing in connection
         with the performance of any action that would otherwise be governed by
         this Agreement, ILEG shall (a) consult with CLEC reasonably in advance
         of such filing about the form and substance of such filing, (b) provide
         to CLEC its proposed tariff prior to, or at the time of, such filing,
         and (c) take all steps reasonably necessary to ensure that such tariff
         or other filing imposes obligations upon ILEC that are identical to
         those provided in this Agreement and preserves for CLEC the full
         benefit of the rights otherwise provided in this Agreement.

         19.4     If, subsequent to the effective date of any such tariff, ILEC
         is ordered not to file tariffs with the State regulatory commission or
         the Federal Communications Commission, or is permitted not to file
         tariffs (and elects not to do so), either generally or for specific
         Network Elements, Combinations or Local Services, the terms and
         conditions of such tariffs as of the date on which the requirement to
         file such tariffs was lifted shall, to the degree not inconsistent
         with-this Agreement, be deemed incorporated in this Agreement by
         reference.

         19.5     In the event that any final and nonappealable legislative,
         regulatory, judicial or other legal action materially affects any
         material terms of this Agreement, or the ability of CLEC or ILEC to
         perform any material terms of this Agreement, CLEC or ILEC may, on
         thirty (30) days' written notice (delivered not later than thirty (30)
         days following the date on which such action has become legally binding
         and has otherwise become final and nonappealable) require that such
         terms be renegotiated, and the Parties shall renegotiate in good faith
         such mutually acceptable new terms as may be required. ln the event
         that such new terms are not renegotiated within ninety (90) days after
         such notice, the Dispute shall be referred to the Alternative Dispute
         Resolution procedures set forth in Section 11 above.

         19.6     The Parties shall incorporate into this Agreement the
         Commission's decision in Docket UT 132 concerning intraLATA dialing
         parity, as well as any price or contract provision modified as a result
         of the Commission's reconsideration of, or an appeal of, Commission
         Order No. 97-003 in ARB 3/ARB 6 (entered January, 6, 1997). The Parties
         shall negotiate mutually acceptable terms for implementing each such
         decision within ninety (90) days after it is entered notwithstanding
         the time frames established in the preceding paragraph.


<PAGE>

20.      NO THIRD-PARTY BENEFICIARIES

         20.1     Except as may be specifically set forth in this Agreement,
         this Agreement does not provide and shall not be construed to provide
         third parties with any remedy, claim, liability, reimbursement, cause
         of action, or other privilege.

21.      RESPONSIBILITY OF EACH PARTY

         21.1     Each Party is an independent contractor, and has and hereby
         retains the right to exercise full control of and supervision over its
         own performance of its obligations under this Agreement and retains
         full control over the employment, direction, compensation and discharge
         of all employees assisting in the performance of such obligations. Each
         Party will be solely responsible for all, matters relating to payment
         of such employees, including compliance with social security taxes,
         withholding taxes and all other regulations governing such matters.
         Each Party will be solely responsible for proper handling, storage,
         transport and disposal at its own expense of all (a) substances or
         materials that it or its contractors or agents bring to, create or
         assume control over at Work Locations, or (b) Waste resulting therefrom
         or otherwise generated in connection with its or its contractors' or
         agents' activities at the Work Locations. Subject to the limitations on
         liability and except as otherwise provided in this Agreement, each
         Party shall be responsible for (x) its own acts and performance of all
         obligations imposed by Applicable Law in connection with its
         activities, legal status and property, real or personal and, (y) the
         acts of its own Affiliates, employees, agents and contractors during
         the performance of that Party's obligations hereunder.

22.      ASSIGNMENT/SUBCONTRACTING

         22.1     Neither Party may assign any of its rights or delegate any of
         its obligations under this Agreement without the prior written consent
         of the other Party which will not be unreasonably withheld.
         Notwithstanding the foregoing, ILEC may assign its rights and benefits
         and delegate its duties and obligations under this Agreement without
         the consent of GLEC to a 100 percent owned affiliate company of ILEC,
         provided that the performance of any such assignee is guaranteed by the
         assignor. Any prohibited assignment or delegations shall be null and
         void.

         22.2     Neither Party may subcontract the performance of any
         obligation under this Agreement without the prior written consent of
         the other Party which shall not be unreasonably withheld. If any
         obligation is performed through a subcontractor, ILEC shall remain
         fully responsible for the performance of this Agreement in accordance
         with its terms, including any obligations it performs through
         subcontractors, and ILEC shall be solely responsible for payments due
         its subcontractors. No contract, subcontract or other Agreement entered
         into by either Party with any third Party in connection with the
         provision of Local Services or Network Elements hereunder shall provide
         for any indemnity, guarantee or assumption of liability by, or other
         obligation of, the other Party to


<PAGE>

         this Agreement with respect to such arrangement, except as consented
         to in writing by the other Party. No subcontractor shall be deemed a
         third party beneficiary for any purposes under this Agreement.

23.      ENTIRE AGREEMENT

         23.1     This Agreement which shall include the Attachments, Appendices
         and other documents referenced herein constitutes the entire agreement
         between the Parties and supersedes all prior oral or written
         agreements, representations, statements, negotiations, understandings,
         proposals and undertakings with respect to the subject matter hereof.

24.      SEVERABILITY

         25.1     Subject to Section 19, Governing Law/Compliance with Laws, if
         any term, condition or provision of this Agreement is held to be
         invalid or unenforceable for any reason, such invalidity or
         unenforceability shall not invalidate the entire Agreement, unless such
         construction would be unreasonable. This Agreement shall be construed
         as if it did not contain the invalid or unenforceable provision or
         provisions, and the rights and obligations of each Party shall be
         construed and enforced accordingly; provided, however, that in the
         event such invalid or unenforceable provision or provisions are
         essential elements of this Agreement-and substantially impair the
         rights or obligations of either Party, the Parties shall promptly
         negotiate a replacement provision or provisions.

25.      AMENDMENTS

         25.1     Except as otherwise provided in this Agreement, no amendment
         or waiver of any provision of this Agreement, and no consent to any
         default under this Agreement, shall be effective unless the same is in
         writing and signed by an officer of the Party against whom such
         amendment, waiver or consent is claimed. In addition, no course of
         dealing or failure of a Party strictly to enforce any term, right or
         condition of this Agreement shall be construed as a waiver of such
         term, any right granted to it pursuant to the Act, right or condition.
         By entering into this Agreement CLEC does not waive any right granted
         to it pursuant to the Act.

26.      HEADINGS OF NO FORCE OR EFFECT

         26.1 -   The headings of Articles and Sections of this Agreement are
         for convenience of reference only, and shall in no way define, modify
         or restrict the meaning or interpretation of the terms or provisions of
         this Agreement.

27.      NOTICES

         27.1     Any notices or other communications required or permitted to
         be given or delivered under this Agreement shall be in hard-copy
         writing (unless otherwise specifically provided herein) and shall be
         sufficiently given if delivered personally,


<PAGE>

         by certified U. S. Mail or delivered by prepaid overnight express
         service to the following (unless otherwise specifically required by
         this Agreement to be delivered to another representative or point of
         contact):

          CLEC

          F.   Lynne Powers
          Vice President-- Finance
          J.  Jeffrey Oxley-- Director of Regulatory Affairs
          Advanced Telecommunications, Inc.
          710 Second Avenue South, Suite 1200
          Minneapolis, MN 55402
          Phone:(612)519--6642
          Fax:  (612)376-4414

          Copy to:          Brian Robinson
                            ARTER & HADDEN LLP
                            1801 K Street, NW., Suite 400K
                            Washington, DC 20006
                            Phone:(202) 775-7126
                            Fax:     (202) 857-0172

          ILEC

          U S WEST Communications, Inc.
          Director - Interconnection Compliance
          1801 California, Room 2410
          Denver, CO 80202

          with a copy to:

          U S WEST Law Department
          Attention:   General Counsel
          Interconnection
          1801 California Street, 51st Floor
          Denver, CO 80202

         27.2     Either Party may unilaterally change its designated
                  representative and/or
         address for the receipt of notices by giving seven (7) days' prior
         written notice to the other Party in compliance with this Section. Any
         notice or other communication shall be deemed given when received.

28.      JOINT WORK PRODUCT

         28.1     This Agreement is the joint work product of representatives of
         the Parties. For convenience, it has been drafted in final form by one
         of the Parties. Accordingly, in the event of ambiguities, no inferences
         will be drawn against either Party solely on the basis of authorship of
         this Agreement.


<PAGE>

29.      EXECUTED IN COUNTERPARTS

         29.1     This Agreement may be executed in any number of counterparts,
         each of which shall be deemed an original; but such counterparts shall
         together constitute one and the same instrument.

30.      REFERENCED DOCUMENTS

         30.1     Whenever any provision of this Agreement refers to a technical
         reference, technical publication, CLEC Practice, ILEC Practice, any
         publication of telecommunications industry administrative or technical
         standards, or any other document specifically incorporated into this
         Agreement, it will be deemed to be a reference to the most recent
         version or edition (including any amendments,. supplements, addenda, or
         successors) of such document that is in effect, and will include the
         most recent version or edition (including any amendments, supplements,
         addenda, or successors) of each document incorporated by reference in
         such a technical reference, technical publication, CLEC Practice, ILEC
         Practice, or publication of industry standards (unless CLEC elects
         otherwise). Should there be an inconsistency between or among
         publications or standards, CLEC shall elect which requirement shall
         apply.

31.      SURVIVAL

         32.1     Any liabilities or obligations of a Party for acts or
         omissions prior to the cancellation or termination of this Agreement;
         any obligation of a Party under the provisions regarding
         indemnification, Confidential Information, limitations on liability,
         and any other provisions of this Agreement which, by their terms, are
         contemplated to survive (or to be performed after) termination of this
         Agreement, shall survive cancellation or termination thereof.

32.      SUCCESSORS AND ASSIGNS

         32.1     This Agreement shall be binding upon, and inure to the benefit
         of, the Parties hereto and their respective successors and permitted
         assigns.

                         PART II: LOCAL SERVICES RESALE

33.      INTRODUCTION

         33.1 -   At the request of CLEC, and pursuant to the requirements of
         the Act, ILEC will make available to CLEC for resale any
         Telecommunications Service that LEG currently provides, or may offer
         hereafter. ILEC shall also provide Support Functions and Services
         Functions as set forth in the Attachments to this Agreement. The
         Telecommunications Services, Service Functions and Support Functions
         provided by ILEC pursuant to this Agreement are collectively referred
         to as "Local Service." This Part, in summary form, and Attachment 2, in
         detail, describe several services which ILEC shall make available to
         CLEC for resale pursuant to this Agreement. These lists are neither all
         inclusive nor exclusive.

<PAGE>

34.      LOCAL SERVICES RESALE

         34.1     General

         ILEC shall apply the principles set forth in 47 C.F.R. Section 64.1100
         to the process for end-user selection of a primary local exchange
         carrier. The prices charged to CLEC for Local Service shall be
         wholesale rates determined on the basis of retail rates charged to
         subscribers for the telecommunications service requested excluding the
         portion thereof attributable to any marketing, billing, collection and
         other costs that will be avoided by ILEC. Except `as limited by
         Attachment 2, CLEC may resell Local Services to provide
         Telecommunications Services to any and all classes of end-users except
         for resale of residential service to other classes of customers if this
         exception is authorized by the Commission. ILEC shall ensure that all
         CLEC Customers experience the same dialing parity as similarly-situated
         customers of ILEC services. ILEC will notify CLEC of any changes in the
         terms and conditions under which it offers telecommunications services
         at retail to subscribers who are not telecommunications service
         providers or carriers.

         34.2     Specific Services

                  (a) At CLEC's option, CLEC may purchase the entire set of
                  CENTREX features or a subset of any one or any combination of
                  such features, tariffed or non-tariffed.

                  (b) CLEC may purchase the entire set of CLASS and Custom
                  features and functions, a subset of or any combination of such
                  features.

                  (c) Local Services include certain Voluntary Federal Customer
                  Financial Assistance Programs.

                  (d) ILEC shall provide E91 I and 911 Service to CLEC, for
                  CLEC's customers.

                  (e) Where ILEC provides Telephone Relay Service, ILEC shall
                  make such service available to CLEC at no additional charge,
                  for use by CLEC Customers who are speech or hearing-impaired.

                  (f) CLEC may purchase the entire set of Advance Intelligent
                  Network ("AIN") features or functions, or a subset or any one
                  or any combination of such features or functions, on a
                  customer-specific basis subject to protection of network
                  reliability and security.

         34.3.    Support Functions

                  (a) Routing to Directory Assistance, Operator and Repair
                  Services.

                  (b) Busy Line Verification and Emergency Line Interrupt.


<PAGE>

                  (c) Access to the Line Information Database. -

                  (d) Telephone line number calling cards.

         34.4.    Service Functions

                  (a) ILEC shall provide an electronic interface for
                  transferring and receiving Service Orders and Provisioning
                  data and materials as outlined in the Attachments hereto on or
                  before January 1, 1997.

                  (b) Work order processes shall meet service parity
                  requirements.

                  (c) The point of contact for CLEC customers shall be CLEC.

                  (d) Each Party shall provide the other Party with a single
                  point of contact for all inquiries regarding the
                  implementation of this Part.

                  (e) CLEC's representative will have real-time access to ILEC
                  Customer information to enable the CLEC representative to
                  perform tasks outlined on Attachments 2, 5, 6, and 9.

                  (f) After receipt and acceptance of a Service Order, ILEC
                  shall provision such Service Order in accordance with the
                  Intervals and service quality standards referenced in
                  Attachment 11.

                  (g) Maintenance shall be provided in accordance with the
                  requirements and standards referenced in Attachments 6 and 11.

                  (h) ILEC shall provide the Customer Usage Data recorded by
                  ILEC in accordance with the requirements and standards set
                  forth in Attachment 8.

                  (i) In addition to testing described elsewhere in this Section
                  and Attachment 3, ILEC shall test the systems used to perform
                  the functions set forth in Attachment 2 at least sixty (60)
                  days prior to commencement of ILEC's provision of Local
                  Service, in order to establish system readiness capabilities.

                  (j) ILEC shall bill CLEC for Local Service provided by ILEC to
                  CLEC pursuant to the terms of this Part and Schedules 1 and 2.
                  ILEC shall recognize CLEC as the customer of record for all
                  Local Service and will send all notices, bills and other
                  pertinent information directly to CLEC.


<PAGE>

                      PART III: UNBUNDLED NETWORK ELEMENTS


35.      INTRODUCTION

         35.1     This Part III sets forth the unbundled Network Elements that
         ILEC agrees to offer to CLEC in accordance with its obligations under
         Section 251(c)(3) of the Act. The specific terms and conditions that
         apply to the unbundled Network Elements are described below and in the
         Network Elements Service Description Attachment. The price for each
         Network Element is set forth in Part IV of this Agreement.

36.      UNBUNDLED NETWORK ELEMENTS

                  ILEC will offer Network Elements to CLEC on an unbundled basis
         on rates, terms and conditions that are just, reasonable, and
         non-discriminatory in accordance with the terms and conditions of this
         Agreement, the Oregon Statutes and Regulations and the requirements of
         Section 251 and Section 252 of the Federal Act. Unbundling of subloop
         Network Elements shall not be subject to the Bona Fide Request Process
         set forth in Section 36.12 below because ILEC is specifically required
         to provide unbundling of subloop Network Elements to CLEC by order of
         the Commission.

                  ILEC will permit CLEC to interconnect CLEC's facilities or
         facilities provided by CLEC or by third parties with each of ILEC's
         unbundled Network Elements at any point designated by CLEC that is
         technically feasible.

                  CLEC, at its option, may designate any technically feasible
         network interface at a Served Premises, including without limitation,
         DS-0, DS-1, DS-3, STS-1, and OC-n (where n equals I to C) interfaces,
         and any other interface described in the applicable technical
         references.

                  CLEC may use one or more Network Elements to provide any
         feature, function, or service option that such Network Element is
         capable of providing or any feature, function, or service option that
         is described in the technical references identified herein, or as may
         otherwise be determined by CLEC.

                  ILEC shall offer each Network Element individually and in
         combination with any other Network Element or Network Elements in order
         to permit CLEC to combine such Network Element or Network Elements with
         another Network Element or other Network Elements obtained from ILEC or
         with network components provided by itself or by third parties to
         provide telecommunications services to its customers.

                  For each Network Element, ILEC shall provide a demarcation
         point (e.g., an interconnection point at a Digital Signal Cross Connect
         or Light Guide Cross Connect panel or a Main Distribution Frame) and,
         if necessary, access to such demarcation point, which CLEC agrees is
         suitable. However, where ILEC provides contiguous Network Elements to
         CLEC, ILEC may provide the existing

<PAGE>

         interconnections and no demar6ation point shall exist between such
         `contiguous Network Elements.

                  ILEC shall not charge CLEC an interconnection fee or demand
         other consideration for directly interconnecting any Network Element or
         Combination to any other Network Element or Combination provided by
         ILEC to CLEC if ILEC directly interconnects the same two Network
         Elements or Combinations in providing any service to its own customers
         or an ILEC Affiliate, including the use of intermediate devices, such
         as a digital signal cross connect panel, to perform such
         interconnection.

                  The total charge to CLEC to interconnect any Network Element
         or Combination to any other Network Element or Combination provided by
         ILEC to CLEC if ILEC does not directly interconnect the same two
         Network Elements or Combinations in providing any service to its own
         customers or an ILEC Affiliate (e.g., the interconnection required to
         connect the Loop Feeder to an ILEC's collocated equipment), shall be
         ILEC's total service long-run incremental cost of providing the
         interconnection.

                  Subsections 1 through 11 below list the Network Elements that
         CLEC and ILEC have identified as of the Effective Date of this
         Agreement. CLEC and ILEC agree that the Network Elements identified in
         this Part II are not exclusive.. Either Party may identify additional
         or revised Network Elements as necessary to improve services to
         customers, to improve network or service efficiencies or to accommodate
         changing technologies, customer demand, or regulatory requirements.
         Upon the identification of a new or revised Network Element, the Party
         so identifying the new or revised Network Element shall notify the
         other Party of the existence of and the technical characteristics of
         the new or revised Network Element. If the Parties do not agree on the
         existence of and the technical characteristics of the newly identified
         or revised Network Element, any issues that have not been resolved by
         the Parties within thirty days of notification shall be submitted to
         the Dispute Resolution Procedures as set forth in this Agreement.
         Within thirty (30) days of CLEC and ILEC agreeing on the technical
         characteristics of the new or revised Network Element, the Parties will
         attempt to agree on the rates, terms and conditions that would apply to
         such Network Element and the effects, if any, on the price, performance
         or other terms and conditions of existing Network Elements. If the
         Parties do not agree on rates, terms and conditions and other matters
         set forth herein, any issues that have not been resolved by the Parties
         within thirty days shall be submitted to the Dispute Resolution
         Procedures as set forth in this Agreement. Additionally, if ILEC
         provides any Network Element that is not identified in this Agreement,
         to itself, to ILEC's own customers, to an ILEC Affiliate or to any
         other entity, ILEC will provide the same Network Element to CLEC on
         rates, terms and conditions no less favorable to CLEC than those
         provided to itself or to any other party. The Network Elements are
         described below. Additional descriptions and requirements for each
         Network Element are set forth in Attachment 3.

<PAGE>


         36.1     Loop Distribution

                  "Loop Distribution" is a Network Element that is composed of
         two distinct component parts: a Network Interface Device and
         Distribution Media.

         36.2     Network Interface Device

                  The "Network Interface Device (NID)" is a single-line
         termination device or that portion of a multiple-line termination
         device required to terminate a single line or circuit. The fundamental
         function of the NID is to establish the official network demarcation
         point between a carrier and its end-user customer. The NID features two
         independent chambers or divisions which separate the service provider's
         network from the customer's inside wiring. Each chamber or division
         contains the appropriate connection points or posts to which the
         service provider; and the end-user customer each make their
         connections. The NID provides a protective ground connection, and is
         capable of terminating cables such as twisted pair cable.

         36.3     Distribution Media

                  "Distribution Media" provides connectivity between the NID
         component of Loop Distribution and the terminal block on the
         customer-side of a Feeder Distribution lnterface (FDI). The FDI is a
         device that terminates the Distribution Media and the Loop Feeder, and
         cross-connects them in order to provide a continuous transmission path
         between the NID and a telephone company central office. For loop plant
         that contains a Loop Concentrator/Multiplexer, the Distribution Media
         may terminate at the FDI (if one exists), or at a termination and
         cross-connect field associated with the Loop Concentrator/Multiplexer.
         This termination and cross-connect field may be in the form of an
         outside plant distribution closure, remote terminal or fiber node, or
         an underground vault.

                  The Distribution Media may be copper twisted pair, coax cable,
         or single or multi-mode fiber optic cable. A combination that includes
         two or more of these media is also possible. In certain cases, CLEC may
         require a copper twisted pair Distribution Media even in instances
         where the Distribution Media for services that ILEC offers is other
         than a copper facility. In such cases, CLEC must compensate ILEC for
         all additional costs related to providing the copper facility.

         36.4     Loop Concentrator/Multiplexer

                  The "Loop Concentrator/Multiplexer" is the Network Element
         that: (a) aggregates lower bit rate or bandwidth signals to higher bit
         rate or bandwidth signals (multiplexing); (b) disaggregates higher bit
         rate or bandwidth signals to lower bit rate or bandwidth signals
         (demultiplexing); (c) aggregates a specified number of signals or
         channels to fewer channels (concentrating); (d) performs signal
         conversion, including encoding of signals (e.g., analog to digital and
         digital to analog signal conversion); and (e) in some instances
         performs electrical to optical (E/O) conversion.


<PAGE>

                  The Loop Concentrator/Multiplexer function may be provided
         through a Digital Loop Carrier (DLC) system, channel bank, multiplexer
         or other equipment at which traffic is encoded and decoded, multiplexed
         and demultiplexed, or concentrated.

         36.5     Loop Feeder

                  The "Loop Feeder" is the Network Element that provides
         connectivity between (a) an FDI associated with Loop Distribution and a
         termination point appropriate for the media in a central office, or (b)
         a Loop Concentrator/Multiplexer provided in a remote terminal and a
         termination point appropriate for the media in a central office. ILEC
         shall provide CLEC physical access to the FDI, and the right to connect
         the Loop Feeder to the FDI.

                  The physical medium of the Loop Feeder may be copper twisted
         pair, or single or multi-mode fiber as designated by CLEC. In certain
         cases, CLEC will require a copper twisted pair loop even in instances
         where the medium of the Loop Feeder for services that ILEC offers is
         other than a copper facility. In such cases, CLEC must compensate ILEC
         for all additional costs related to providing the copper facility.

         36.6     Local Switching

                  "Local Switching" is the Network Element that provides the
         functionality required to connect the appropriate originating lines or
         trunks wired to the Main Distributing Frame (MDF) or Digital Cross
         Connect (DSX) panel to a desired terminating line or trunk. Such
         functionality shall include all of the features functions, and
         capabilities that the underlying ILEC switch that is providing such
         Local Switching function is then capable of providing, including but
         not limited to: line signaling and signaling software, digit reception,
         dialed number translations call screening, routing, recording, call
         supervision, dial tone, switching, telephone number provisioning,
         announcements, calling features and capabilities (including call
         processing), Gentrex, Automatic Call Distributor (ACD), Carrier
         pre-subscription (e.g. long distance carrier, intraLATA toll), Carrier
         Identification Code (GIG) portability capabilities, testing and other
         operational features inherent to the switch and switch software. It
         also provides access to transport, signaling (ISDN) User Part (ISUP)
         and Transaction Capabilities Application Part (TCAP), and platforms
         such as adjuncts, Public Safety Systems (911), operator services,
         directory services and Advanced Intelligent Network (AIN). Remote
         Switching Module functionality is included in the Local Switching
         function. The switching capabilities used will be based on the line
         side features they support. Local Switching will also be capable of
         routing local, intraLATA, interLATA, and calls to international
         customer's preferred carrier; call features (e.g., call forwarding) and
         Centrex capabilities.


<PAGE>

                  Local Switching also includes Data Switching, which provides:

                  For Asynchronous Transfer Mode (ATM) and Frame Relay Service,
         data services switching functionality that is required to connect the
         facilities from the User to Network Interface (UNI) to either another
         UNI or to a communications path at the Network to Network Interface (NN
         I). In this case, the purpose of Data Switching is to terminate,
         concentrate, and switch data traffic from Customer Premises Equipment
         (CPE) in the digital format consistent with the UNI specification for
         the customer. Data Switching also provides connectivity for the purpose
         of conveying the customer data to its final destination. The UNI and
         NNI are industry standard interface specifications that contain
         physical transmission layer requirements for speeds and line formats;
         data link layer requirements for the format of the data units that are
         passed between the user and the network; and protocol requirements for
         control procedures used in managing the interface. Data Switching
         provides this functionality in two distinct formats, ATM and Frame
         Relay.

                  For ISDN Packet and Circuit Switched Data service, the data
         switching functionality that is required to connect between industry
         standard ISDN interfaces. In this case, the purpose of Data Switching
         is to terminate, concentrate, and switch data traffic from Customer
         Premises Equipment (CPE) in the digital format consistent with ISDN
         standards. Data Switching also-provides connectivity for the purpose of
         conveying the customer data to its final destination.

         36.7     Operator Systems

                  "Operator Systems" is the Network Element that provides
         operator and automated call handling and billing, special services,
         customer telephone listings and optional call completion services. The
         Operator Systems, Network Element provides two types of functions:
         Operator Service functions and Directory Service functions, each of
         which are described below.

                  Operator Service provides: (a) operator handling for call
         completion (for example, collect, third number billing, and manual
         credit card calls), (b) operator or automated assistance for billing
         after the customer has dialed the called number (for example, credit
         card calls); and (c) special services including but not limited to Busy
         Line Verification and Emergency Interrupt (BLV/EI), Emergency Agency
         Call, Operator-assisted Directory Assistance, and Rate Quotes.

                  Directory Service provides local customer telephone number
         listings with the option to complete the call at the callers direction.

         36.8     Transport

                  "Common Transport" is an interoffice transmission path between
         ILEC Network Elements. Where ILEC Network Elements are connected by
         intra-office wiring, such wiring is provided as a part of the Network
         ELEMENTS AND IS NOT Common Transport.


<PAGE>

                  "Dedicated Transport" is an interoffice transmission path
         between CLEC designated locations. Such locations may include ILEC
         central offices or other equipment locations, CLEC network components,
         other carrier network components, or customer premises. Dedicated
         Transport includes the Digital Cross-Connect System (DCS) functionality
         as an option.

                  "Signaling Link Transport" is a set of two or four dedicated
         56 Kbps. transmission paths between CLEC-designated Signaling Points of
         Interconnection (SPOI) that provides appropriate physical diversity.

         36.9     Signaling Transfer Points

                  "Signaling Transfer Points" is a signaling network function
         that includes all of the capabilities provided by the signaling
         transfer point switches (STPSs) and their associated signaling links
         which enable the exchange of SS7 messages among and between switching
         elements, database elements and signaling transfer points.

         36.10    Tandem Switching

                  "Tandem Switching" is the function that establishes a
         communications path between two switching offices through a third
         switching office (the tandem switch).

         36.11    Standards for Network Elements

                  Each Network Element shall be equal to or better than the
         requirements set forth in the technical references, as well as any
         performance or other requirements, identified herein. If another Bell
         Communications Research, Inc. ("Bellcore"), or industry standard (e.g.,
         American National Standards Institute ("ANSI") technical reference or a
         more recent version of such reference sets forth a different
         requirement, CLEC may elect, where technically feasible, which standard
         shall apply.

                  Each Network Element and the interconnections between Network
         Elements provided by ILEC to CLEC shall be at least equal in the
         quality of design, performance, features, functions and other
         characteristics, including but not limited to levels and types of
         redundant equipment and facilities for power, diversity and security,
         that ILEC provides in the ILEC network to itself, ILEC's own customers,
         to an ILEC Affiliate or to any other entity.

                  ILEC shall provide to CLEC, upon reasonable request, such
         engineering, design, performance and other network data sufficient for
         CLEC to determine that the requirements of this Section 36 are being
         met. In the event that such data indicates that the requirements of
         this Section 36 are not being met, ILEC shall, within 10 days, cure any
         design, performance or other deficiency and provide new data sufficient
         for CLEC to determine that such deficiencies have been cured.


<PAGE>

                  ILEC. agrees to work cooperatively with CLEC to provide
         Network Elements that will meet CLEC's needs in providing services to
         its customers.

                  Unless otherwise designated by CLEC, each Network Element and
         the interconnections between Network Elements provided by ILEC to CLEC
         shall be made available to CLEC on a priority basis that is equal to or
         better than the priorities that ILEC provides to itself, ILEC's own
         customers, to an ILEC Affiliate or to any other entity.

         36.12    Bona Fide Request Process

                  36.12.1 Any request for interconnection or access to an
                  unbundled Network Element that is not already available via
                  price lists, tariff, or as described herein shall be treated
                  as a Request under this Section.

                  36.12.2 ILEC shall use the Bona Fide Request (BFR) Process to
                  determine the technical feasibility of the requested
                  interconnection of Network Element(s) and, for those items
                  found to be technically feasible, to provide the terms and
                  timetable for providing the requested items. Additionally,
                  elements, services, and functions which are materially or
                  substantially different from those services, elements or
                  functions already. provided by ILEC to itself, its Affiliates,
                  customers, or end users may, at the discretion of CLEC, be
                  subject to this BFR process.

                  36.12.3 A Request shall be submitted in writing and, at a
                  minimum, shall include: (a) a complete and accurate technical
                  description of each requested Network Element or
                  interconnection; (b) the desired interface specifications; (c)
                  a statement that the interconnection or Network Element will
                  be used to provide telecommunications service; (d) the
                  quantity requested; (e) the location(s) requested; and (f)
                  whether CLEC wants the requested item(s) and terms made
                  generally available.

                  36.12.4 Within forty-eight (48) hours of receipt of a Request,
                  ILEC shall acknowledge receipt of the Request and review such
                  request for initial compliance with 36.12.3 above and in its
                  acknowledgment advise CLEC of any missing information
                  reasonably necessary to move the Request to the preliminary
                  analysis described in 36.12.5 below.

                  36.12.5 Unless otherwise agreed to by the Parties, within
                  thirty (30) calendar days of its receipt of the Request and
                  all information necessary to process it, ILEC shall provide to
                  CLEC a preliminary analysis of the Request. During the thirty
                  (30) day period, ILEC agrees to provide weekly status updates
                  to CLEC. ILEC will notify CLEC if the quote preparation fee,
                  if any, will exceed $5,000. CLEC will approve the continuation
                  of the development of the quote prior to ILEC incurring any
                  reasonable additional expenses. The preliminary analysis shall
                  specify whether or not the requested interconnection or access
                  to an unbundled Network


<PAGE>

                  Element is technically feasible and otherwise qualifies as a
                  Network Element or interconnection as defined under the Act.

                           36.12.5.1 If ILEC determines during the thirty (30)
                           day period that a Request is not technically feasible
                           or that the Request otherwise does not qualify as a
                           Network Element or interconnection that is required
                           to be provided under the Act, ILEC shall so advise
                           CLEC as soon as reasonably possible, and promptly
                           provide a written report setting forth the basis for
                           its conclusion in no case later than ten (10)
                           calendar days after making such determination.

                           36.12.5.2 If ILEC determines during the thirty (30)
                           day period that the Request is technically feasible
                           and otherwise qualifies under the Act, it shall
                           notify CLEC in writing of such determination in no
                           case later than ten (10) calendar days after making
                           such determination.

                           36.12.5.3 Unless otherwise agreed to by the Parties,
                           as soon as feasible, but no more than ninety (90)
                           calendar days after ILEC notifies CLEC that, the
                           Request is technically feasible, ILEC shall provide
                           to CLEC a Request quote which will include, at a
                           minimum, a description of each interconnection and
                           Network Element, the quantity to be provided, the
                           installation intervals (both initial and subsequent),
                           the impact on shared systems software interfaces,
                           ordering process changes, functionality
                           specifications, any interface specifications, and
                           either:

                                    36.12.5.3.1 the applicable rates (recurring
                                    and nonrecurring) including the amortized
                                    development costs, as appropriate, of the
                                    interconnection or the Network Element; or

                                    36.12.5.3.2 the payment for development
                                    costs, as appropriate, of the
                                    interconnection or Network Element and the
                                    applicable rates (recurring and
                                    nonrecurring) excluding the development
                                    costs.

                           36.12.5.4 The choice of using option 36.12.5.3.1 or
                           36.12.5.3.2 shall be at ILEC's sole discretion.
                           However, a payment for development cost is
                           appropriate only where CLEC is the only conceivable
                           user of the functionality (including consideration of
                           ILEC as a potential user) or where the requested
                           quantity is insufficient to provide amortization.

                  36.12.6 If ILEC has used option 36.12.5.3.1 in its Request
                  quote, then within thirty (30) days of its receipt of the
                  R6quest quote, CLEC. must indicate its non-binding interest in
                  purchasing the interconnection or Network Element at the
                  stated quantities and rates, cancel its Request, or seek
                  remedy under the Dispute Resolution section of this Agreement.


<PAGE>




                   36.12.7 If ILEC has used option 36.12.5;3.2 in its Request
                   quote, then, within thirty (30) days of its receipt of the
                   Request quote CLEC must either agree to pay the development
                   costs of the interconnection of Network Element, cancel its
                   Request, or seek remedy under the Dispute Resolution section
                   of this Agreement.

                   36.12.8 If ILEC has used option 36.12.5.3.2 in its Request
                   quote and CLEC has accepted the quote, CLEC may cancel the
                   Request at any time, but will pay ILEC's reasonable
                   development costs of the interconnection or Network Element
                   up to the date of the cancellation.

                   36.12.9 ILEC will use reasonable efforts to determine the
                   technical feasibility and conformance with the Act of the
                   Request within the first thirty-two (32) days of receiving
                   the Request. In the event ILEC has used option 36.12.5.3.2 in
                   its Request quotes and ILEC later determines that the
                   interconnection or Network Element requested in the Request
                   is not technically feasible or otherwise does not qualify
                   under the Act, ILEC shall notify CLEC within ten (10)
                   business days of making such determination and CLEC shall not
                   owe any compensation to ILEC in connection with the Request.
                   Any quotation preparation fees or development costs paid by
                   CLEC to the time of that notification shall be refunded by
                   ILEC. -

                   36.12.10 To the extent possible, ILEC will utilize
                   information from previously developed BFRs to address similar
                   arrangements in order to shorten the response times for the
                   currently requested BFR. In the event CLEC has submitted a
                   Request for an interconnection or a Network Element and ILEC
                   determines in accordance with the provisions of this Section
                   36.12, that the Request is technically feasible, the Parties
                   agree that CLEC's subsequent request or order for the
                   identical type of interconnection or Network Element shall
                   not be subject to the BFR process.

                   36.12.11 In the event of a dispute under this Section 36.12,
                   the Parties agree to seek expedited Commission resolution of
                   the dispute, with a request to the Commission to be completed
                   within twenty (20) days of ILEC's response that declined
                   CLEC's BFR, and in no event more than thirty (30) days after
                   the filing of CLEC's petition.

                          PART IV: ANCILLARY FUNCTIONS

37.       INTRODUCTION

          This Part IV sets forth the Ancillary Functions that ILEC agrees to
offer to CLEC so that CLEC may obtain and use unbundled Network Elements or ILEC
services to provide services to its customers.


<PAGE>



38.      ILEC PROVISION OF ANCILLARY FUNCTIONS

          ILEC will offer Ancillary Functions to CLEC on rates, terms and
conditions that are just, reasonable, and non-discriminatory and in accordance
with the terms and conditions of this Agreement.

          ILEC will permit CLEC to interconnect CLEC's equipment and facilities
or equipment and facilities provided by CLEC or by third parties at any point
designated by CLEC that is technically feasible.

          CLEC may use any Ancillary Function to provide any feature, function,
or service option that such Ancillary Function is capable of providing or any
feature, function, or service option that is described in the technical
references identified herein, or as may otherwise be designated by CLEC.

          Subsections 38.1 through 38.3 below list the Ancillary Functions that
CLEC and ILEC have identified as of the Effective Date of this Agreement. CLEC
and ILEC agree that the Ancillary Functions identified in this Part IV are not
exclusive. Either Party may identify additional or revised Ancillary Functions
as necessary to improve services to customers, to improve network or service
efficiencies or to accommodate changing technologies, customer demand, or
regulatory requirements. Upon the identification of a new or revised Ancillary
Function, the Party so identifying the new or revised Ancillary Function shall
notify the other Party of the existence of and the technical characteristics of
the new or revised Ancillary Function. If the Parties do not agree on the
existence of and the technical characteristics of the newly identified or
revised Ancillary Function, any issues that have not been resolved by the
Parties within thirty days of notification shall be submitted to the Dispute
Resolution Procedures as set forth in Section 11 above. Within thirty (30) days
of CLEC and ILEC agreeing on the technical characteristics of the new or revised
Ancillary Function, the Parties will attempt to agree on the rates, terms and
conditions that would apply to such Ancillary Function and the effects, if any,
on the price, performance or other terms and conditions of existing Network
Elements or Ancillary Functions. If the parties do not agree on rates, terms,
and conditions and other matters set forth herein, any issues that have not been
resolved by the Parties within thirty (30) days shall be submitted to the
Dispute Resolution Procedures as set forth in this Agreement. Additionally, if
ILEC provides any Ancillary Function that is not identified in this Agreement to
itself, to its own customers, to an ILEC Affiliate or to any other entity, ILEC
will provide the same Ancillary Function to CLEC at rates, terms and conditions
no less favorable to CLEC than those provided by ILEC to itself or to any other
party. The Ancillary Functions are described below. Additional descriptions, and
requirements for each Ancillary Function are set forth in Attachment 4.

          38.1 Collocation

                   "Collocation" is the right of CLEC to obtain dedicated space
          in the ILEC Local Serving Office (LSO) or at other ILEC locations and
          to place equipment in such spaces to interconnect with the ILEC
          network. Collocation also includes ILEC providing resources necessary
          for the operation and economical use of collocated equipment.


<PAGE>



             38.2 Right of Way (ROW), Conduits and Pole Attachments

                   "Right of Way (ROW)" is the right to use the land or other
          property of another party to place poles, conduits, cables, other
          structures and equipment, or to provide passage to access such
          structures and equipment. A ROW may run under, on, or above public or
          private property (including air space above public or private
          property) and may include the right to use discrete space in
          buildings, building complexes or other locations.

                   "Conduit" is a tube or protected trough that may be used to
          house communication or electrical cables. Conduit may be underground
          or above ground (for example, inside buildings) and may contain one or
          more inner ducts..

                   "Pole Attachment" is the connection of a facility to a
          utility pole. Some examples of facilities are mechanical hardware,
          grounding and transmission cable, and equipment boxes.

          38.3 Unused Transmission Media

                   "Unused Transmission Media" is physical inter-office
          transmission media (e.g., optical fiber, copper twisted pairs, coaxial
          cable) which has no lightwave or electronic transmission equipment
          terminated to such media to operationalize its transmission
          capabilities. This media may exist in aerial or underground structure
          or within a building.

                   Dark Fiber, one type of unused transmission media, is unused
          strands of optical fiber. Dark Fiber also includes strands of optical
          fiber existing in aerial or underground structure which have Iightwave
          repeater (regenerator or optical amplifier) equipment interspliced to
          it at appropriate distances, but which has no line terminating
          elements terminated to such strands to operationalize its transmission
          capabilities. Alternately, Dark Fiber means unused wavelengths within
          a fiber strand for purposes of coarse or dense wavelength division
          multiplexed (WDM) applications. Typical single wavelength transmission
          involves propagation of optical signals at single wavelengths (1.3 or
          1.55 micron wavelengths). In WDM applications, a WDM device is used to
          combine optical signals at different wavelengths on to a single fiber
          strand. The combined signal is then transported over the fiber strand.
          For coarse WDM applications, one signal each at 1.3 micron and 1.55
          micron wavelength are combined. For dense WDM applications, many
          signals in the vicinity of 1.3 micron wavelength or 1.55 micron
          wavelength are combined. Spare wavelengths on a fiber strand (for
          coarse or dense WDM) are considered Dark Fiber.

39.       STANDARDS FOR ANCILLARY FUNCTIONS

         Each Ancillary Function shall meet or exceed the requirements set forth
in the technical references, as well as the performance and other requirements,
identified herein. If another Bell Communications Research, Inc. ("Bellcore"),
or industry standard (e.g., American National Standards Institute ("ANSI"))
technical reference sets forth a

<PAGE>


different requirement, CLEC may elect, where technically feasible, which
standard shall apply.

          Each Ancillary Function provided by ILEC to CLEC shall be at least
equal in the quality of design, performance, features, functions and other
characteristics, including, but not limited to levels and types of redundant
equipment and facilities for diversity and security, that ILEC provides in the
ILEC network to itself, its own customers, its Affiliates or any other entity.

          ILEC shall provide to CLEC, upon reasonable request, such engineering,
design, performance and other network data sufficient for CLEC to determine that
the requirements of this Agreement are being met. In the event that such data
indicates that the requirements of this Agreement are not being met, ILEC shall,
within 30 days,. cure any design, performance or other deficiency and provide
new data sufficient for' CLEC to determine that such deficiencies have been
cured.

          ILEC agrees to work cooperatively with CLEC to provide Ancillary
Functions that will meet CLEC's needs in providing services to its customers.

          Unless otherwise designated by CLEC, each Ancillary Function provided
by ILEC to CLEC shall be made available to CLEC on a priority basis that is at
least equal to the priorities that ILEC provides to itself, its customers, its
Affiliates or any other entity. -

                                 PART V: PRICING

40.       GENERAL PRINCIPLES

          40.1 All services currently provided hereunder (including resold Local
          Services), Network Elements and Combinations and all new and
          additional services or Network Elements to be provided hereunder,
          shall be priced in accordance with all applicable provisions of the
          Act and the rules and orders of the Federal Communications Commission
          and the Commission.

          40.2 All services that ILEC provides at retail to subscribers who are
          not telecommunications carriers shall be provided at wholesale rates.
          Wholesale rates shall be determined on the basis of retail rates
          charged to subscribers for the telecommunications service requested,
          excluding the portion thereof attributable to any marketing, billing,
          collection, and other costs that will be avoided by ILEC.

          40.3 All such charges for Network Elements and Combinations shall be
          nondiscriminatory.

          40.4 All charges for Network Elements, Combinations, Interconnections
          and Local Services shall, as a general matter, be based on ILEC's
          Total Element Long Run Incremental Cost ("TELRlC") of providing such
          element or service. When ILEC incurs additional costs in fulfilling a
          CLEC request to build or modify a facility, and those costs are not
          included in existing charges, ILEC may recover


<PAGE>


          its excess costs. ILEC may recover its economically efficient charges,
          over and above those normally incurred in serving its own customers,
          that result from CLEC's request to extend or expand CLEC's services.
          In such a cases, ILEC bears the burden of showing that any claimed
          additional costs are not already recovered through its existing
          charges. ILEC shall not double recover charges. ILEC's recovery will
          be limited to charges not already recovered in prices charged and will
          be limited to the level of benefit that CLEC experiences as a result
          of its request. If ILEC or any third party or parties also benefit
          from the construction, ILEC's recovery from CLEC will be limited to a
          percentage share of the total charges, based on a reasonable estimate
          of CLEC's proportionate share of the benefit. Any nonrecurring costs
          incurred by ILEC shall be recovered through recurring charges based on
          cost.

41. PRICE SCHEDULES

          41.1     Local Service Resale - Schedule 1

          Retail services are subject to the greater of (a) the wholesale
discount set forth in Schedule 1 or (b) one half the discount in Schedule 1,
pIus any volume or term discount for which CLEC would be eligible if it were a
retail customer.

          41.2     Unbundled Network Elements - Schedule 2

          Charges for Network Elements will be based on the following: (a)
prices shall be those approved by the Commission in its Docket UM 351, Order No.
96-238. The UM351, Order No. 96-283 prices shall remain in effect until new
Unbundled Network Element prices are developed based on the revised cost
methodology approved in Docket UM-773, Order No. 96-284; and (b) where the
Commission has not yet developed prices for Unbundled Network Elements, the
applicable prices are those set forth in Schedule 2. Any price or contract
provision modified as a result of Commission reconsideration or appeal shall be
incorporated into this Agreement.

          41.3     Other Pricing Matters

          Within sixty (60) days after the Effective Date, the Parties shall
establish charges for the usage of Operations Support Systems (OSS). Such
charges shall be based on Total Element Long Run Incremental Costs. Such charges
shall appIy pending separate Commission action and shall be subject to true-up.

          Interim Number Portability costs shall be recovered on a bill and keep
basis.

          ILEC shall be entitled to recover legitimate and reasonable costs
incurred in complying with CLEC's requests for rebranding. ILEC shall have the
burden of proof in justifying any rebranding expenses it incurs on behalf of
CLEC.

         Costs associated with the transport and termination of local and EAS
traffic shall be recovered on a bill and keep basis on an interim basis as
provided in Commission Order No. 96-021. CLEC may be required to share direct
transport costs under circumstances similar to those addressed by the Commission
in Order No. 96-160.


<PAGE>


          With respect to conditioning charges, ILEC may charge CLEC for
conditioning of local loops in accordance with prices and terms set forth by the
Commission in Order No. 96-283.

          The wholesale discount applicable to services already subject to term
or volume discounts shall equal the greater of : (a) twenty-two percent (22%),
or (b) the sum of the term/volume discount plus eleven percent (11%).

          CLEC's pricing proposal for electronic interfaces shall be implemented
on an interim basis until the Commission can develop prices based on the revised
cost methodology approved in UM-773, Order No. 96-284.

          The charges for virtual collocation shall be those approved by the
Commission in Docket UT-i 19, Order No. 96-079.

          Pole attachment fees charged by ILEC to CLEC shall in all respects be
consistent with the provisions of 47 U.S.C. Sections 703 et seq. and any FCC
rules promulgated pursuant thereto. Pending, enactment of said FCC rules, but
not thereafter, ILEC may continue to use the fee structure developed under the
1978 Pole Attachment Act. Minimum purchase requirements shall not be imposed.
The cost of providing usable space shall be apportioned between and among all
entities according to the percentage of usable space required. Except to the
extent ILEC's fee structure, developed under the 1978 Pole Attachment Act, is
used hereunder, all applicable fees and charges shall be based on TELRIC.

          To the extent modification costs for poles and/or conduit are
initiated by and incurred for the sole benefit of CLEC, CLEC shall assume the
cost of said modifications. To the extent modification costs are initiated by
and incurred for the benefit of multiple parties, including ILEC, participating
directly in said modification, including, without limitation, "piggybacking" by
various parties, said cost shall be apportioned between and among the
participating parties based upon the ratio of new space to be occupied by each.
To the extent any entities, including ILEC, subsequently obtain access to a
facility previously modified and paid for by CLEC and/or, other parties, ILEC
shall notify CLEC and/or the other parties, and provide the opportunity for
calculation and collection from the new parties of their proportionate share of
the modification costs, adjusted to reflect depreciation.


<PAGE>


          IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their respective duly authorized representatives.


AMERICAN TELEPHONE TECHNOLOGY, INC.*       U S WEST COMMUNICATIONS, INC.*


/s/ F. Lynne Powers                        /s/ Katherine Fleming
--------------------------------           ------------------------------------
Signature                                  Signed

F. Lynne Powers                            Katherine L. Fleminq
--------------------------------           ------------------------------------
Name Printed/Typed                         Name Printed/Typed

Vice President - Finance                   Executive Director - Lnterconnection
--------------------------------           ------------------------------------
Title                                      Title

   1-7-00                                     01/13/00
--------------------------------           ------------------------------------
Date                                       Date

*        This Agreement is made pursuant to Section 252 (i) of the Act and is
premised upon the Interconnection Agreement between AT&T Corp.. and U S WEST
Communications, Inc. (the "Underlying Agreement"). The Underlying Agreement was
approved by the Commission on September 5, 1997.

With respect to this Agreement, the Parties understand and agree:

i) The Parties shall request the Commission to expedite its review and approval
of this Agreement.

ii) Notwithstanding the mutual commitments set forth herein, the Parties are
entering into this Agreement without prejudice to any positions they have taken
previously, or may take in the future, in any legislative, regulatory, or other
public forum addressing any matters, including those relating to the types of
arrangements contained in this Agreement. During the proceeding in which the
Commission is to review and approve the Agreement, U S WEST may point out that
it has objected, and continues to object, to the inclusion of the terms and
conditions to which it objected in the proceedings involving the approval of the
Underlying Agreement.

iii) The Parties agree that traffic originated by either Party and delivered to
the other Party, which in turn delivers the traffic to an enhanced service
provider is not covered by this Agreement, since such traffic is interstate in
nature and this Agreement, including the reciprocal compensation provisions,
only apply to local traffic. American Telephone Technology, Inc. is responsible
for identifying enhanced service providers and associated usage.

iv) This Agreement contains provisions based upon the decisions and orders of
the FCC and the Commission under and with respect to the Act. Currently, court
and regulatory proceedings affecting the subject matter of this Agreement are in
various stages, including the proceedings where certain of the rules and
regulations of the FCC are being challenged In addition, there is uncertainty in
the aftermath of the Supreme Court's decision in AT&T CORP. ET AL. V. IOWA
UTILITIES BOARD. Based on that uncertainty, and the regulatory and judicial
proceedings which will occur as a result of that decision, the Parties
acknowledge that this Agreement may need to be changed to reflect any changes in
law. The Agreement has not been corrected to reflect the requirements, claims or
outcomes of any of the Proceedings,

<PAGE>

although the pricing does reflect the Commission's most current generic
order, if any. Accordingly, when a final, decision or decisions are made in
the Proceedings that automatically change and modify the Underlying
Agreement, then like changes and modifications will similarly be made to this
Agreement. In addition, to the extent rules or laws are based on regulatory
or judicial proceedings as a result of the recent Supreme Court decision,
this Agreement will be amended to incorporate such changes.

v) Subsequent to the execution of this Agreement, the FCC or the Commission may
issue decisions or orders that change or modify the rules and regulations
governing implementing of the Act. lf such changes or modifications alter the
state of the law upon which the Underlying Agreement was negotiated and agreed,
and it reasonably appears that the parties to the Underlying Agreement would
have negotiated and agreed to different term(s) condition(s) or covenant(s) than
as contained in the Underlying Agreement had such change or modification been in
existence before execution of the Underlying Agreement, then this Agreement
shall be amended to reflect such different terms(s), condition(s), or
covenant(s). Where the parties fail to agree upon such an amendment, it shall be
resolved in accordance with the Dispute Resolution provision of this Agreement.