<PAGE>

                                                                 Exhibit 10.1.36

                                ELECTRO-TEL, INC.

                                       and

                         U S WEST Communications, Inc.


                           INTERCONNECTION AGREEMENT

<PAGE>

                                TABLE OF CONTENTS

                                     PART A

             Title                                                          Page

             Recitals                                                          1

Section 1.   Scope of this Agreement                                           1

Section 2.   General Provisions                                                3

Section 3.   Regulatory Approvals                                              3

Section 4.   Term of Agreement                                                 4

Section 5.   Charges and Payment                                               5

Section 6.   Assignment and Subcontracting                                     5

Section 7.   Compliance with Laws                                              5

Section 8.   Governing Law                                                     6

Section 9.   Independent Contractor Status                                     6

Section 10.  No Third Party Beneficiaries                                      6

Section 11.  Intellectual Property Rights and Indemnification                  7

Section 12.  Indemnification                                                   7

Section 13.  Limitation of Liability                                           8

Section 14.  Warranties                                                        8

Section 15.  Notices                                                           9

Section 16.  Remedies                                                          9

Section 17.  Waivers                                                          10

Section 18.  Survival                                                         10

Section 19.  Force Majeure                                                    10

Section 20.  Non-Discriminatory Treatment                                     11

Section 21.  Default and Termination                                          11

<PAGE>

Section 22.  Confidentiality and Publicity                                    12

Section 23.  Audits                                                           14

Section 24.  Dispute Resolution Procedures                                    15

Section 25.  Bona Fide Request Process for Further Unbundling                 15

Section 26.  Branding                                                         17

Section 27.  Taxes                                                            18

Section 28.  Responsibility for Environmental Contamination                   18

Section 29.  Amendments and Modifications                                     19

Section 30.  Severability                                                     19

Section 31.  Headings Not Controlling                                         19

Section 32.  Counterparts                                                     20

Section 33.  Referenced Documents                                             20

Section 34.  Joint Work Product                                               20

Section 35.  Cancellation Charges                                             20

Section 36.  Escalation Procedures                                            20

Section 37.  Entire Agreement                                                 20

Section 38.  Reservation of Rights                                            21

<PAGE>

                                                                          Part A

                 Electro-Tel, Inc./U S WEST Communications, Inc.
                            INTERCONNECTION AGREEMENT

      This Interconnection Agreement (this "Agreement") is entered into by and
between Electro-Tel, Inc. ("CO-PROVIDER"), a Colorado corporation, and U S WEST
Communications, Inc. ("USWC"), a Colorado corporation, to establish the rates,
terms and conditions for local interconnection, local resale, and the purchase
of unbundled network elements (individually referred to as the `service" or
collectively as the "services").

                              W I T N E S S E T H:

      WHEREAS, pursuant to this Agreement, CO-PROVIDER and USWC (collectively
the "Parties"), will extend certain arrangements to one another within each LATA
(as defined herein) in which they both operate within the state of Colorado.
This Agreement is a combination of agreed terms and terms imposed by arbitration
under Section 252 of the Communications Act of 1934, as modified by the
Telecommunications Act of 1996 (the "Act"), the Rules and Regulations of the
Federal Communications Commission ("FCC"), and the orders, rules and regulations
of the Colorado Public Utilities Commission (the "Commission"), and as such does
not necessarily represent the position of either Party on any given issue; and

      WHEREAS the Parties wish to interconnect their local exchange networks in
a technically and economically efficient manner for the transmission and
termination of calls, so that subscribers of each can seamlessly receive calls
that originate on the other's network and place calls that terminate on the
other's network, and for CO-PROVIDER's use in the provision of exchange access
("Local Interconnection"); and

      WHEREAS, CO-PROVIDER wishes to purchase Telecommunications Services (as
defined herein) for resale to others ("Local Resale" or "Services for Resale"),
and USWC is willing to provide such services; and

      WHEREAS, CO-PROVIDER wishes to purchase on an unbundled basis network
elements, ancillary services and functions and additional features (collectively
hereinafter "Network Elements"), separately or in any Combination (as defined
herein), and to use such services for itself or for the provision of its
Telecommunications Services to others, and USWC is willing to provide such
services;

      Now, therefore, in consideration or the terms and conditions contained
herein, CO-PROVIDER and USWC hereby mutually agree as follows:

PART A -- GENERAL TERMS AND CONDITIONS

Section 1. - Scope of this Agreement

      A. This Agreement specifies the rights and obligations of each Party with
respect to the purchase and sale of Local Interconnection, Local Resale and
Network Elements.

      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


                                     Page 1
<PAGE>

                                                                          Part A

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. USWC will provide CO-PROVIDER with the same level of service quality as
USWC provides its own subscribers with respect to all Telecommunications
Services, Local Interconnection, Services for Resale and Network Elements.

      D. USWC shall provide to CO-PROVIDER services for resale that are equal in
quality, subject to the same conditions (including the conditions in USWC's
effective tariffs which are not otherwise inconsistent with the terms and
conditions contained herein), within the same provisioning time intervals that
USWC provides these services to itself, its Affiliates and others, including end
users, and in accordance with any applicable Commission service quality
standards, including standards the Commission may impose pursuant to Section 252
(e)(3) of the Act.

      E. Each Network Element provided by USWC to CO-PROVIDER shall be at least
equal in the quality of design, performance, features, functions, capabilities
and other characteristics, including, but not limited to, levels and types of
redundant equipment and facilities for power, diversity and security, that USWC
provides to itself, USWC's own subscribers, to a USWC Affiliate or to any other
entity.

      F. The Parties agree to work jointly and cooperatively in testing and
implementing processes for pre-ordering, ordering, maintenance, provisioning and
billing and in reasonably resolving issues which result from such implementation
on a timely basis.

      G. If a Party makes a change in its network which it believes will
materially affect the inter-operability of its network with that of the other
Party, the Party making the change shall provide advance notice of such change
to the other Party in accordance with applicable FCC regulations.

      H. USWC shall not discontinue or refuse to provide any service provided or
required hereunder without CO-PROVIDER's prior written agreement, nor shall USWC
reconfigure, re-engineer or otherwise redeploy its network in a manner which
would impair CO-PROVIDER's ability to offer Telecommunications Services in the
manner contemplated by this Agreement, the Act or the FCC's rules and
regulations. If a Party makes a change in its network which it believes will
materially affect the inter-operability of its network with the other Party, the
Party making the change shall provide advance notice of such change to the other
party in accordance with the applicable FCC regulations.

      I. USWC shall insure that all CO-PROVIDER Customers experience the same
dialing parity as similarly situated customers of USWC services, such that, for
all call types: (a) an CO-PROVIDER Customer is not required to dial any greater
number of digits than a similarly-situated USWC customer; (b) the post-dial
delay (time elapsed between the last digit dialed and the first network
response), call completion rate and transmission quality experienced by an
CO-PROVIDER Customer is at least equal in quality to that experienced by a
similarly-situated USWC customer and (c) the CO-PROVIDER Customer may retain its
local telephone number, as further provided for in Attachment 7 of this
Agreement (INP/PNP) so long as the customer continues receiving service in the
same central office serving area.


                                     Page 2
<PAGE>

                                                                          Part A

Section 2. General Provisions

      2.1 Each Party is individually responsible for providing facilities within
its network which are necessary for routing, transporting, measuring and billing
traffic from the other Party's network and for delivering such traffic to the
other Party's network in the standard format compatible with CO-PROVIDER's
network and to terminate the traffic it receives in that standard format or the
proper address on its network. The Parties are each solely responsible for
participation in and compliance with national network plans, including the
National Network Security Plan and the Emergency Preparedness Plan.

      2.2 Neither Party shall impair the quality of service to other carriers or
to either Party's Customers, and each Party may discontinue or refuse service if
the other Party violates this provision. Upon such violation, either Party shall
provide the other Party notice of such violation, at the earliest practicable
time.

      2.3 Each Party is solely responsible for the services it provides to its
Customers and to other telecommunications carriers.

            2.3.1 The Parties recognize that equipment vendors may manufacture
      telecommunications equipment that does not fully incorporate and may
      deviate from industry standards referenced in this Agreement. Due to the
      manner in which individual equipment manufacturers have chosen to
      implement Industry Standards into the design of their products, along with
      differing vintages of individual facility components and the presence of
      embedded technologies pre-dating current technical standards, some of the
      individual facility components deployed within USWC's network may not
      adhere to all the specifications set forth and described in the Bellcore,
      ANSI, ITU and other technical and performance standards outlined in this
      Agreement. Within forty-five (45) days after the Effective Date of this
      Agreement, the Parties will develop processes by which USWC will inform
      CO-PROVIDER of deviations from standards for Network Elements (and the
      business processes associated with the equipment providing such Network
      Elements) that may be ordered by CO-PROVIDER. In addition, the Parties
      agree that those deviations from such standards documented by USWC to
      CO-PROVIDER shall, to the extent permitted by FCC and Commission rules and
      regulations, supersede sections of this Agreement referencing technical
      standards otherwise applicable for the affected Network Elements.

            2.3.2 Notwithstanding the foregoing, USWC agrees that it shall not
      allow or permit any equipment or individual facility component
      specification or standard to perform at or be below the level or
      specification in effect as of the Effective Date of the Agreement.

Section 3. Regulatory Approvals

      3.1 This Agreement, and any amendment or modification hereof, will be
submitted to the Commission for approval in accordance with Section 252 of the
Act. In the event any governmental authority or agency rejects any provision
hereof, the Parties shall negotiate promptly and in good faith such revisions as
may reasonably be required to achieve approval.

      3.2 The filing of this arbitrated Agreement with the Commission in
accordance with the Commission's Decision adopted December 2,1996 (the
"Commission's Decision") with respect to Petition for Approval of Agreement and
Arbitration of Unresolved Issues Arising Under Section 252 of the
Telecommunications Act of 1996 (Docket No. 96A-366T, Decision No. C96-1337) does
not in any way


                                     Page 3
<PAGE>

                                                                          Part A

constitute a waiver by either Party of any right which either Party may have to
seek review of the Commission's Decision in an appropriate FCC or judicial
proceeding, or to petition the Commission for reconsideration of any
determination contained in the Commission's Decision, and the Parties
specifically reserve their rights to modify, amend or change the terms of this
Agreement as appropriate in light of any such decision by the FCC, the
Commission or a court. The Parties also specifically reserve their rights to
seek modification of any language of this Agreement which was included (or
excluded) due to mistake or inadvertence caused by the limited amount of time
given to prepare this Agreement under the Commission's rules.

      3.3 In the event the FCC or the Commission promulgates rules or
regulations, or issues orders, or a court with appropriate jurisdiction issues
orders, which make unlawful any provision of this Agreement, the Parties shall
negotiate promptly and in good faith in order to amend this Agreement to
substitute contract provisions consistent with such rules, regulations or
orders. In the event the Parties cannot agree on an amendment within thirty (30)
days from the date any such rules, regulations or orders become effective, then
the Parties shall resolve their dispute under the applicable procedures set
forth in the Dispute Resolution provisions of this Agreement.

      3.4 In the event USWC is required by any governmental authority or agency
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,
USWC shall: (a) consult with CO-PROVIDER reasonably in advance of such filing
about the form and substance of such filing, and (b) take all steps reasonably
necessary to ensure that such tariff preserves for CO-PROVIDER the full benefit
of the rights otherwise provided in this Agreement.(1)

      3.5 In the event any governmental authority or agency orders USWC to
provide any service covered by this Agreement in accordance with any terms or
conditions that individually differ from one or more corresponding terms or
conditions of this Agreement, CO-PROVIDER may elect to amend this Agreement to
reflect any such differing terms or conditions contained in such decision or
order, with effect from the date CO-PROVIDER makes such election. The other
services covered by this Agreement and not covered by such decision or order
shall remain unaffected and shall remain in full force and effect.

      3.6 The Parties intend that any additional services requested by either
Party relating to the subject matter of this Agreement will be incorporated into
this Agreement by amendment.

Section 4. Term of Agreement

      4.1 This Agreement shall be effective upon Commission approval through
August 28, 2000, and thereafter shall continue in force and effect unless and
until a new agreement, addressing all of the terms of this Agreement, becomes
effective between the Parties. Any Party seeking revision of this Agreement
shall commence negotiations on a new agreement no later than one year prior to
the expiration of the term of this Agreement or the Agreement shall renew for a
one-year term. Such negotiations shall follow the timetable and procedure set
forth in Section 251-52 of the Act. Any arbitration shall proceed before the
Commission, and the resulting contract shall be submitted to the Commission
under Section 251. If final Commission approval does not occur prior to the
expiration of this Agreement, this Agreement shall renew automatically for three
months, or for such time as the Commission orders.

----------
(1)   Per the Public Utilities Commission of the State of Colorado, Decision No.
      C97-857; DOCKET NO, 96A-345T


                                     Page 4
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                                                                          Part A

Section 5. Charges and Payment

      5.1 In consideration of the services provided by USWC under this
Agreement, CO-PROVIDER shall pay the charges set forth in Attachment 1. The
billing and payment procedures for charges incurred by CO-PROVIDER hereunder are
set forth in Attachment 8.

Section 6. Assignment and Subcontracting

      6.1 Neither Party may assign, transfer (whether by operation of law or
otherwise) or delegate this Agreement (or any rights or obligations hereunder)
to a third party without the prior written consent of the other Party, which
consent shall not be unreasonably withheld; provided, however, that each Party
may assign this Agreement to a corporate affiliate or an entity under its common
control or an entity acquiring all or substantially all of its assets or equity
by providing prior written notice to the other Party of such assignment or
transfer. Any attempted assignment or transfer that is not permitted under the
provisions of this Section 6 is void ab initio. Without limiting the generality
of the foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the Parties' respective successors and assigns. No assignment or
delegation hereof shall relieve the assignor of its obligations under this
Agreement.

      6.2 If any obligation of USWC under this Agreement is performed by a
subcontractor or Affiliate, USWC shall remain fully responsible for the
performance of this Agreement in accordance with its terms and USWC shall be
solely responsible for payments due to its subcontractors.

      6.3 If any obligation of CO-PROVIDER under this Agreement is performed by
a subcontractor or Affiliate, CO-PROVIDER shall remain fully responsible for the
performance of this Agreement in accordance with its terms, and CO-PROVIDER
shall be solely responsible for payments due to its subcontractors.

Section 7. Compliance with Laws

      7.1 Each Party shall comply with all applicable federal, state, and local
laws, rules and regulations applicable to its performance under this Agreement.

      7.2 Each Party represents and warrants that any equipment, facilities or
services provided to the other Party under this Agreement shall comply with the
Communications Law Enforcement Act of 1994 ("CALEA"). Each Party (the
"Indemnifying Party") shall indemnify and hold the other Party (the "Indemnified
Party") harmless from any and all penalties imposed upon the Indemnified Party
for such noncompliance and shall, at the Indemnifying Party's sole cost and
expense, modify or replace any equipment, facilities or services provided to the
Indemnified Party under this Agreement to ensure that such equipment, facilities
and services fully comply with CALEA.

      7.3 All terms, conditions and operations under this Agreement shall be
performed in accordance with all applicable laws, regulations and judicial or
regulatory decisions of all duly constituted governmental authorities with
appropriate jurisdiction, and this Agreement shall be implemented consistent
with the FCC's First Report and Order in CC Docket No. 96-98, released August 8,
1996 (the "FCC Interconnection Order") and applicable State Commission Orders,
Each Party shall be responsible for obtaining and keeping in effect all FCC,
Commission, franchise authority and other regulatory approvals that may be
required in connection with the performance of its obligations under this
Agreement. In the event the Act or FCC and State Commission rules and
regulations applicable to this Agreement are held


                                     Page 5
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                                                                          Part A

invalid, this Agreement shall survive, and the Parties shall promptly
renegotiate any provisions of this Agreement which, in the absence of such
invalidated Act, rule or regulation, are insufficiently clear to be effectuated.
In the event the Parties cannot agree on an amendment within thirty (30) days
from the date any such rules, regulations or orders become effective, then the
Parties shall resolve their dispute under the applicable procedures set forth in
the Dispute Resolution provisions of this Agreement

Section 8. Governing Law

      8.1 This Agreement shall be governed by and construed in accordance with
the Act and the FCC's Rules and Regulations, except insofar as state law may
control any aspect of this Agreement, in which case the domestic laws of the
State of Colorado, without regard to its conflicts of laws principles, shall
govern.

Section 9. Independent Contractor Status

      9.1 Nothing contained herein shall constitute the Parties as joint
venturers, partners, employees or agents of one another, and neither Party shall
have the right or power to bind or obligate the other.

      9.2 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 or other payroll taxes with respect to
its employees, as well as any taxes, contributions or other obligations imposed
by applicable state unemployment or workers' compensation acts and all other
regulations governing such matters. Each Party has sole authority and
responsibility to hire, fire and otherwise control its employees.

      9.3 Subject to the limitations on liability and except as otherwise
provided in this Agreement, each Party shall be responsible for (a) 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 (b) the acts of
its own Affiliates, employees, agents and contractors during the performance of
that Party's obligations hereunder. Except for provisions herein expressly
authorizing one Party to act for the other, nothing in this Agreement shall
constitute a Party as a legal representative or agent of the other Party, nor
shall a Party have the right or authority to assume, create or incur any
liability or any obligation of any kind, express or implied, against or in the
name or on behalf of the other Party unless otherwise expressly permitted by
such other Party. Except as otherwise expressly provided in this Agreement,
neither Party shall undertake to perform any obligation of the other Party,
whether regulatory or contractual, or to assume any responsibility for the
management of the other Party's business.

Section 10. No Third Party Beneficiaries

      10.1 The provisions of this Agreement are for the benefit of the Parties
hereto and not for any other person; provided, however, that this shall not be
construed to prevent CO-PROVIDER from providing its Telecommunications Services
to other carriers. This Agreement shall not provide any person not a Party
hereto with any remedy, claim, liability, reimbursement, claim of action or
other right in excess of those existing without reference hereto,


                                     Page 6
<PAGE>

                                                                          Part A

Section 11. Intellectual Property Rights and Indemnification

      11.1 Any intellectual property which originates from or is developed by a
Party shall remain in the exclusive ownership of that Party. 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, no license in patent,
copyright, trademark or trade secret, or other proprietary or intellectual
property right now or hereafter owned, controlled or licensable by a Party, is
granted to the other Party or shall be implied or arise by estoppel. 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.

      11.2 The Party providing a service pursuant to this Agreement will defend
the Party receiving such service or data provided as a result of such service
against claims of infringement arising solely from the use by the receiving
Party of such service and will indemnify the receiving Party for any damages
awarded based solely on such claims in accordance with Section 12 of this
Agreement.

Section 12. Indemnification

      12.1 Notwithstanding any limitations in remedies contained in this
Agreement, each Party (the "Indemnifying Party") will indemnify and hold
harmless the other Party ("Indemnified Party") from and against any loss, cost,
claim, liability, damage and expense (including reasonable attorney's fees) to
third parties, relating to or arising out of the libel, slander, invasion of
privacy, personal injury or death, property damage, misappropriation of a name
or likeness, negligence or willful misconduct by the Indemnifying Party, its
employees, agents or contractors in the performance of this Agreement or the
failure of the Indemnifying Party to perform its obligations under this
Agreement. In addition, the Indemnifying Party will, to the extent of its
obligations to indemnify hereunder, defend any action or suit brought by a third
party against the Indemnified Party.

      12.2 The Indemnified Party will notify the Indemnifying Party promptly in
writing of any written claim, lawsuit or demand by third parties for which the
Indemnified Party alleges that the indemnifying Party is responsible under this
Section 12 and tender the defense of such claim, lawsuit or demand to the
Indemnifying Party. 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.

      12.3 The Indemnified Party also will cooperate in every reasonable manner
with the defense or settlement of such claim, demand or lawsuit. The
Indemnifying Party shall keep the Indemnified Party reasonably and timely
apprised of the status of the claim, demand or lawsuit. The Indemnified Party
shall have the right to retain its own counsel, including in-house counsel, at
its expense, and participate in, but not direct, the defense; provided, however,
that if there are reasonable defenses in addition to those asserted by the
Indemnifying Party, the Indemnified Party and its counsel may raise and direct
such defenses, which shall be at the expense of the Indemnifying Party.

      12.4 The Indemnifying Party will not be liable under this Section 12 for
settlements or compromises by the Indemnified Party of any claim, demand or
lawsuit unless the Indemnifying Party has approved the settlement or compromise
in advance or unless the defense of the claim, demand or lawsuit has been
tendered to the Indemnifying Party in writing and the Indemnifying Party has
failed to timely


                                     Page 7
<PAGE>

                                                                          Part A

undertake the defense. In no event shall the Indemnifying Party settle or
consent to any judgment pertaining to any such action without the prior written
consent of the Indemnified Party.

Section 13. Limitation of Liability

      13.1 Except as otherwise provided in the indemnity section, no Party shall
be liable to the other Party for any Loss, defect or equipment failure caused by
the conduct of the other Party, the other Party's agents, servants, contractors
or others acting in aid or concert with the other Party.

      13.2 Except for Losses alleged or made by a Customer of either Party, in
the case of any Loss arising from the negligence or willful misconduct of both
Parties, each Party shall bear, and its obligations under this Section shall be
limited to, that portion (as mutually agreed to by the Parties) of the
resulting expense caused by its (including that of its agents, servants,
contractors or others acting in aid or concert with it) negligence or willful
misconduct.

      13.3 Except for indemnity obligations, each Party's liability to the other
Party for any Loss relating to or arising out of any negligent act or omission
in its performance of this Agreement, whether in contract or in tort, shall be
limited to the total amount that is or would have been charged to the other
Party by such negligent or breaching Party for the service(s) or function(s) not
performed or improperly performed.

      13.4 In no event shall either Party have any liability whatsoever to the
other Party for any indirect, special, consequential, incidental or punitive
damages, including but not limited to loss of anticipated profits or revenue or
other economic loss in connection with or arising from anything said, omitted or
done hereunder (collectively, "Consequential Damages"), even if the other Party
has been advised of the possibility of such damages; provided, that the
foregoing shall not limit a Party's obligation to indemnify, defend and hold the
other Party harmless against any amounts payable to a third party, including any
losses, costs, fines, penalties, criminal or civil judgments or settlements,
expenses (including attorneys' fees) and Consequential Damages of such third
party. Nothing contained in this Section shall limit either Party's liability to
the other for (i) willful or intentional misconduct (including gross
negligence); (ii) bodily injury, death or damage to tangible real or tangible
personal property proximately caused by such party's negligent act or omission
or that of their respective agents, subcontractors or employees nor shall
anything contained in this Section limit the parties' indemnification
obligations. USWC also remains subject to any applicable liquidated damages
provisions that may be adopted by the Commission.

Section 14. Warranties

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

      14.2 USWC warrants that it will meet all requirements under ss.251
(b)(1), (c)(2), (c)(3), and (c)(4)(B) (non-discriminatory access to resale and
network elements and parity with respect to interconnection), ss.251(b)(4)
(access to rights of way), ss.251(b)(2) (number portability), ss.251(b)(3)
(dialing parity), ss.251(c)(3) (access to unbundled network elements), and
ss.251(c)(6) (availability of collocation) of the Act.


                                     Page 8
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                                                                          Part A

Section 15. Notices

      15.1 Except as otherwise provided herein, all notices or other
communication hereunder shall be deemed to have been duly given when made in
writing and delivered in person or deposited in the United States mail,
certified mail, postage prepaid, return receipt requested or delivered by
prepaid overnight express mail, and addressed as follows:

            To CO-PROVIDER:
                        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

            To USWC:
                        U S WEST Communications, Inc.
                        Director - Interconnection Compliance
                        1801 California Street, Suite 2410
                        Denver, Colorado 80202

            To USWC:
                        U S WEST Law Department
                        General Counsel - Interconnection
                        1801 California, 51st Floor
                        Denver, Colorado 80202

      15.2 If personal delivery is selected to give notice, a receipt of such
delivery shall be obtained. The address to which notices or communications may
be given to either Party may be changed by written notice given by such Party to
the other pursuant to this Section 15.

Section 16. - Remedies

      16.1 In the event USWC fails to switch a subscriber to CO-PROVIDER service
as provided in this Agreement, USWC shall reimburse CO-PROVIDER in an amount
equal to all fees paid by such subscriber to USWC for such
failed-to-be-transferred services 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 CO-PROVIDER under this Agreement or
otherwise available.


                                     Page 9
<PAGE>

                                                                          Part A

      16.2 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. The Parties agree that the remedies for performance standards
failures contained in Attachment 10 to this Agreement are not inconsistent with
any other remedy and are intended only to compensate CO-PROVIDER, partially and
immediately, for the loss in value to CO-PROVIDER for USWC's failure to meet
Performance Standards.

Section 17. Waivers

      17.1 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.

      17.2 No course of dealing or failure of either Party to strictly enforce
any term, right or condition of this Agreement in any instance shall be
construed as a general waiver or relinquishment of such term, right or
condition.

      17.3 Waiver by either Party of any default or breach by the other Party
shall not be deemed a waiver of any other default or breach.

      17.4 By entering into this Agreement, neither Party waives any right
granted to it pursuant to the Act.

Section 18. Survival

      18.1 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,
Limitation of 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.

Section 19. Force Majeure

      19.1 Neither Party shall be liable for any delay or failure in performance
of any part of this Agreement from any cause beyond its control and without its
fault or negligence including, without limitation, acts of nature, acts of civil
or military authority, embargoes, epidemics, terrorist acts, riots.
insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work
stoppages, equipment failure, power blackouts, volcanic action, other major
environmental disturbances, unusually severe weather conditions, inability to
secure products or services of other persons or transportation facilities or
acts or omissions of transportation carriers (collectively, a "Force Majeure
Event"). No delay or other failure to perform shall be excused pursuant to this
Section 19 unless such delay or failure and consequences thereof are beyond the
control and without the fault or negligence of the Party claiming excusable
delay or other failure to perform. In the event of any such excused delay in the
performance of a Party's obligation(s) under this Agreement, the due date for
the performance of the original obligation(s) shall be extended by a term equal
to the time lost by reason of the delay. In the event of such delay, the
delaying Party shall perform its obligations at a performance level no less than
that which it uses for its


                                    Page 10
<PAGE>

                                                                          Part A

own operations. In the event of a labor dispute or strike or work stoppage, the
Parties agree to provide service to each other at a level equivalent to the
level they provide themselves. In the event of a labor dispute or strike or work
stoppage that continues for a period in excess of forty-eight (48) hours,
CO-PROVIDER may obtain replacement services for those services affected by such
labor dispute or strike or work stoppage, in which event any liability of
CO-PROVIDER for the affected services shall be suspended for the period of the
labor strike or dispute or work stoppage. In the event of such performance delay
or failure by USWC, USWC agrees to resume performance in a nondiscriminatory
manner and not favor its own provision of Telecommunications Services above that
of CO-PROVIDER.

Section 20. Non-Discriminatory Treatment

      20.1 The provisions of Section 252(i) of the Act shall apply to this
Agreement, including state and federal interpretive regulations in effect from
time to time. In the event any governmental authority or agency permits USWC,
via tariff, to provide any service covered by this Agreement in accordance with
any terms or conditions that individually differ from one or more corresponding
terms or conditions of this Agreement, CO-PROVIDER may elect to amend this
Agreement to reflect any such differing terms or conditions contained in such
tariff, with effect from the date CO-PROVIDER makes such election and for the
remainder of the term of this Agreement. The other services covered by this
Agreement and not covered by such decision or order shall remain unaffected and
shall remain in full force and effect. Notwithstanding the foregoing.
CO-PROVIDER may purchase services out of an effective tariff, regardless of
prices set forth in an existing agreement. (2)

Section 21. Default and Termination

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

            21.1.1 if such material breach is for non-payment of amounts due
      hereunder pursuant to Section 3.1.15 of Attachment 8 to this Agreement,
      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.

            21.1.2 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. If the breaching Party does not cure such breach
      within the applicable time period, 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. Notice under this Section 21.1.2 may
      be given electronically or by facsimile, provided that a hard copy or
      original of such notice is sent by prepaid overnight delivery service.

            21.1.3 if such material breach is for any other failure to perform
      in accordance with this

----------
(2 2) Per the Public Utilities Commission of the State of Colorado; Decision
      No. C97-857; DOCKET NO. 96A-345T


                                    Page 11
<PAGE>

                                                                          Part A

      Agreement, the breaching Party shall cure such breach to the non-breaching
      Party's reasonable satisfaction within forty-five (45) days, and if it
      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.

      21.2 In the event of any termination under this Section 21, USWC agrees to
provide for an uninterrupted transition of services to CO-PROVIDER or another
vendor designated by CO-PROVIDER.

      21.3 Notwithstanding any termination hereof, the Parties shall continue to
comply with their obligations under the Act to provide interconnection.

      21.4 In the event of breach of any material provision of this Agreement by
either party, the non-breaching party shall have the right to petition the
Commission for relief. This right of recourse to the Commission is in addition
to any other rights available to the parties.

Section 22. Confidentiality and Publicity

      22.1 All information, including, but not limited to, specifications,
microfilm, photocopies, magnetic disks, magnetic tapes, drawings, sketches,
models, samples, tools, technical information, data. employee records, maps,
financial reports and market data, (a) furnished by one Party to the other Party
dealing with customer specific, facility specific or usage specific information,
other than customer information communicated for the purpose of publication of
directory database inclusion, or (b) in written, graphic, electromagnetic or
other tangible form and marked at the time of delivery as "Confidential" or
"Proprietary", or (c) declared orally or in writing to the Recipient at the time
of delivery, or by written notice given to the Recipient within ten (10) days
after delivery, to be "Confidential" or "Proprietary" (collectively referred to
as "Proprietary Information"), shall remain the property of the Discloser. A
Party who receives Proprietary Information via an oral communication may request
written confirmation that the material is Proprietary Information. A Party who
delivers Proprietary Information via an oral communication may request written
confirmation that the Party receiving the information understands that the
material is Proprietary Information.

      22.2 Upon request by the Discloser, the Recipient shall return all
tangible copies of Proprietary Information, whether written, graphic or
otherwise, except that the Recipient's legal counsel may retain one (1) copy for
archival purposes.

      22.3 Each Party shall keep all of the other Party's Proprietary
Information confidential and shall use the other Party's Proprietary Information
only in connection with 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.

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

            22.4.1 was, at the time of receipt, already known to the Recipient
      free of any obligation to keep it confidential evidenced by written
      records prepared prior to delivery by the Discloser; or

            22.4.2 is or becomes publicly known through no wrongful act of the
      Recipient; or

            22.4.3 is rightfully received from a third person having no direct
      or indirect secrecy or


                                    Page 12
<PAGE>

                                                                          Part A

      confidentiality obligation to the Discloser with respect to such
      information; or

            22.4.4 is independently developed by an employee, agent or
      contractor of the Recipient which individual is not involved in any manner
      with the provision of services pursuant to this Agreement and does not
      have any direct or indirect access to the Proprietary Information; or

            22.4.5 is approved for release by written authorization of the
      Discloser; or

            22.4.6 required by law, a court or governmental agency, provided
      that the Discloser has been notified of the requirement promptly after the
      Recipient becomes aware of the requirement, and provided that the
      Recipient undertakes all lawful measures to avoid disclosing such
      information until the Discloser has had reasonable time to obtain a
      protective order. The Recipient agrees to comply with any protective order
      that covers the Confidential Information to be disclosed.

      22.5 During the period of time this Agreement is in full force and effect
and for a period of ten (10) years after termination of this Agreement or from
receipt of Proprietary Information, the Recipient shall (a) use it only for the
purpose of performing under this Agreement, (b) hold it in confidence and
disclose it only to employees, authorized contractors and authorized agents who
have a need to know it in order to perform under this Agreement, and (c)
safeguard it from unauthorized use or disclosure using no less than the degree
of care with which the Recipient safeguards its own Proprietary Information. Any
authorized contractor or agent to whom Proprietary Information is provided must
have executed a written agreement comparable in scope to the terms of this
Section 22.

      22.6 Each Party agrees that the Discloser would be irreparably injured by
a breach of this Section 22 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 this Section 22.
Such remedies shall not be exclusive, but shall be in addition to all other
remedies available at law or in equity.

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

      22.8 Except as otherwise expressly provided in this Section 22, nothing
herein shall be construed as limiting the rights of either Party with respect to
its subscriber information under any applicable law, including, without
limitation, Section 222 of the Act.

      22.9 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


                                    Page 13
<PAGE>

                                                                          Part A

Party's name may reasonably be inferred or implied in any product, service,
advertisement promotion or any other publicity matter.

Section 23. Audits

      23.1 As used herein, "Audit" shall mean a comprehensive review of services
performed under this Agreement. Either party (the "Requesting Party") may
perform up to two (2) Audits per 12-month period commencing with the Effective
Date of this Agreement. Either party may perform examinations as such Party
deems necessary.(3)

      23.2 Upon thirty (30) days' written notice by the Requesting Party to the
other Party (the "Audited Party"), the Requesting Party shall have the right
through its authorized representative to make an Audit or examination, during
normal business hours, of any records, accounts and processes which contain
information bearing upon the provision of the services provided and performance
standards agreed to under this Agreement. Within the above-described 30-day
period, the Parties shall reasonably agree upon the scope of the Audit or
examination, the documents and processes to be reviewed, and the time, place and
manner in which the Audit or examination shall be performed. The Audited Party
agrees to provide Audit or examination support, including appropriate access to
and use of the Audited Party's facilities (e.g., conference rooms, telephones,
copying machines).

      23.3 Each Party shall bear its own expenses in connection with the conduct
of the Audit or examination. The reasonable cost of special data extractions
required by the Requesting Party to conduct the Audit or examination will be
paid for by the Requesting Party. For purposes of this Section 23.3, 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 the Requesting Party's specifications
and at the Requesting Party's expense, the Requesting Party shall specify at the
time of request whether the program is to be retained by the Audited Party for
reuse for any subsequent Audit or examination. Notwithstanding the foregoing,
the Audited Party shall pay all of the Requesting Party's expenses in the event
an Audit or examination results in an adjustment in the charges or in any
invoice paid or payable by the Requesting Party hereunder in an amount that is,
on an annualized basis, more than the greater of (a) one percent (1%) of the
aggregate charges for all services purchased under this Agreement or (b)
$10,000.

      23.4 Adjustments, credits or payments shall be made and any corrective
action shall commence within thirty (30) days from the Audited Party's receipt
of the final audit report to compensate for any errors or omissions which are
disclosed by such Audit or examination and are agreed to by the Parties. The
highest interest rate allowable by law for commercial transactions shall be
assessed and shall be computed by compounding daily from the time of the
original due date of the amount of dispute.

      23.5 Neither such right to audit nor the right to receive an adjustment
shall be affected by any statement to the contrary appearing on checks or
otherwise.

      23.6 This Section 23 shall survive expiration or termination of this
Agreement for a period of two (2) years after such expiration or termination of
this Agreement.

----------
(3)   Per the Public Utilities Commission of the State of Colorado; Decision No.
      C97-857; DOCKET NO, 96A-345T


                                    Page 14
<PAGE>

                                                                          Part A

Section 24. Dispute Resolution Procedures

      24.1 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, each Party shall pay half of the fees and expenses so incurred.
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.

Section 25. Bona Fide Request Process for Further Unbundling

      25.1 Any request for interconnection or access to an unbundled Network
Element not already available via price lists, tariff or as described herein
shall be treated as a Request under this Section 25.

      25.2 USWC shall use the Bona Fide Request ("BFR") process to determine the
technical feasibility of the requested interconnection or Network Element(s)
and, for those items found to be technically feasible and which meet the
requirements of ss. 251(d)(2) of the Act, 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 USWC to itself, its Affiliates,
customers, or end users may, at the discretion of CO-PROVIDER, be subject to
this BFR process. (4)

      25.3 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 a telecommunications service; (d) the quantity requested; (e) the
location(s) requested; and (f) whether CO-PROVIDER wants the requested item(s)
and terms made generally available.

      25.4 Within forty-eight (48) hours of receipt of a Request, USWC shall
acknowledge receipt of the Request and review such request for initial
compliance with Section 25.3 above and, in its acknowledgment, advise
CO-PROVIDER of any missing information reasonably necessary to move the Request
to the preliminary analysis described in Section 25.5 below.

      25.5 Unless otherwise agreed to by the Parties, or pursuant to a
Commission waiver of the requirement, within twenty-one (21) calendar days of
its receipt of the Request and all information necessary to process it, USWC
shall provide to CO-PROVIDER a preliminary analysis of the Request. USWC shall
provide CO-PROVIDER notice of any USWC request for waiver of the 21-day period
at the same time that it files such request, and CO-PROVIDER reserves the option
of opposing the request. During the twenty-one (21) day period, USWC agrees to
provide weekly status updates to CO-PROVIDER. USWC will notify CO-PROVIDER if
the quote preparation fee, if any, will exceed $5,000. CO-PROVIDER will approve
the continuation of the development of the quote prior to USWC incurring any
reasonable additional expenses. The preliminary analysis shall specify whether
or not the requested

----------
(4)   Per the Public Utilities Commission of the State of Colorado; Decision No.
      C97-857; DOCKET NO. 96A-345T


                                    Page 15
<PAGE>

                                                                          Part A

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

            25.5.1 If USWC determines during the twenty-one (21) day period that
      a Request is not technically feasible or that the Request otherwise does
      not qualify as a Network Element or interconnection required to be
      provided under the Act, USWC shall so advise CO-PROVIDER as soon as
      reasonably possible of that fact, 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.

            25.5.2 If USWC determines during the twenty-one (21) day period that
      the Request is technically feasible and otherwise qualifies under the Act,
      it shall notify CO-PROVIDER in writing of such determination in no case
      later than ten (10) calendar days after making such determination.

            25.5.3 Unless otherwise agreed to by the Parties, as soon as
      feasible, but no more than sixty (60) calendar days after USWC notifies
      CO-PROVIDER that the Request is technically feasible, USWC shall provide
      to CO-PROVIDER 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, the ordering process
      changes, the functionality specifications, any interface specifications
      and either:

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

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

               25.5.4 The choice of using either option (a) or (b) above shall
        be at USWC's sole discretion. A payment for development cost, however,
        is appropriate only where CO-PROVIDER is the only conceivable user of
        the functionality (including consideration of USWC as a potential user)
        or where the requested quantity is insufficient to provide amortization.

      25.6 If USWC has used option (a) above in its Request quote, then, within
thirty (30) days of its receipt of the Request quote, CO-PROVIDER must indicate
its nonbinding 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.

      25.7 If USWC has used option (b) above in its Request quote, then, within
thirty (30) days of its receipt of the Request quote, CO-PROVIDER must either
agree to pay the development costs of the interconnection or Network Element,
cancel its Request, or seek remedy under the Dispute Resolution section of this
Agreement.

      25.8 If USWC has used option (b) in its Request quote and CO-PROVIDER has
accepted the quote, CO-PROVIDER may cancel the Request at any time, but will pay
USWC's reasonable development costs of the interconnection or Network Element up
to the date of cancellation.


                                    Page 16
<PAGE>

                                                                          Part A

      25.9 USWC will use reasonable efforts to determine the technical
feasibility and conformance with the Act of the Request within the first
twenty-one (21) days of receiving the Request. In the event USWC has used option
(b) above in its Request quote and USWC later determines that the
interconnection or Network Element requested in the Request is not technically
feasible or otherwise does not qualify under the Act, USWC shall notify
CO-PROVIDER within ten (10) business days of making such determination and
CO-PROVIDER shall not owe any compensation to USWC in connection with the
Request. Any quotation preparation fees or development costs paid by CO-PROVIDER
to the time of such notification shall be refunded by USWC.

      25.10 To the extent possible, USWC 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 CO-PROVIDER has
submitted a Request for an interconnection or a Network Element and USWC
determines, in accordance with the provisions of this Section 25, that the
Request is technically feasible and qualifies under the Act, the Parties agree
that CO-PROVIDER's subsequent request or order for the identical type of
interconnection or Network Element shall not be subject to the BFR process.(5)

      25.11 CO-PROVIDER shall inform USWC if it requires the BFR request be
expedited beyond the time frames described in this section. USWC shall meet this
request if it can reasonably do so within the capabilities of its readily
available manpower and material acquisition process. USWC shall be entitled to
assess additional costs associated with such a request directly to CO-PROVIDER.
USWC shall provide an estimate of such cost to CO-PROVIDER, and CO-PROVIDER
shall pay such costs in advance of USWC expedition of the request. The amount
paid by CO-PROVIDER shall be subject to revision based on the actual costs
incurred by USWC.

      25.12 To the extent USWC is not required by the terms of this Agreement to
provide CO-PROVIDER database or other network related information, and to the
extent USWC does not ordinarily provide such information to its Affiliates,
customers, other carriers or any other Person, CO-PROVIDER shall use the BFR
process to request access to such databases and/or network information. USWC
shall not deny CO-PROVIDER access to information relevant to its provision of
service to its own customers.

Section 26. Branding

      26.1 In all cases in which USWC has control over handling of services
CO-PROVIDER may provide using services provided by USWC under this Agreement,
USWC shall, at CO-PROVIDER's sole discretion, brand any and all such services at
all points of customer contact exclusively as CO-PROVIDER services, or otherwise
as CO-PROVIDER may specify, or such services shall be provided with no brand at
all, as CO-PROVIDER shall determine. USWC may not unreasonably interfere with
branding by CO-PROVIDER.

      26.2 CO-PROVIDER shall provide the exclusive interface to CO-PROVIDER
subscribers, except as CO-PROVIDER shall otherwise specify. In those instances
where CO-PROVIDER requires USWC personnel or systems to interface with
CO-PROVIDER subscribers, such USWC personnel shall identify themselves as
representing CO-PROVIDER, or such brand as CO-PROVIDER may specify, and shall
not identify themselves as representing USWC or any other entity.

----------
(5)   Per the Public Utilities Commission of the State of Colorado; Decision No.
      C97-857; DOCKET NO. 96A-345T


                                    Page 17
<PAGE>

                                                                          Part A

      26.3 All forms, business cards or other business materials furnished by
USWC to CO-PROVIDER subscribers shall be provided by CO-PROVIDER unless
otherwise agreed by CO-PROVIDER, in its sole discretion, in which case, any such
customer materials shall be subject to CO-PROVIDER's prior review and approval,
and shall bear no corporate name, logo, trademark or trade names other than
CO-PROVIDER or its Affiliates or such other brand as CO-PROVIDER, in its sole
discretion shall determine.

      26.4 Except as specifically permitted by CO-PROVIDER, in no event shall
USWC provide information to CO-PROVIDER subscribers about CO-PROVIDER or
CO-PROVIDER's products or services.

      26.5 USWC shall provide, for CO-PROVIDER's information, descriptions of
the methods and procedures, training and approaches to be used by USWC to assure
that USWC meets CO-PROVIDER's branding requirements.(6)

      26.6 This Section 26 shall confer on USWC no rights to the service marks,
trademarks and trade names owned by or used in connection with services by
CO-PROVIDER or its Affiliates, except as expressly permitted by CO-PROVIDER.

Section 27. Taxes

      27.1 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 taxes shall cooperate
fully in any such contest by the other Party by providing records, testimony and
such additional information or assistance as may reasonably be necessary to
pursue the contest. To the extent a sale is claimed to be for resale tax
exemption, the purchasing Party shall furnish the providing Party a proper
resale tax exemption certificate as authorized or required by statute or
regulation by the jurisdiction providing said resale tax exemption. Failure to
timely provide said resale tax exemption certificate will result in no exemption
being available to the purchasing Party during the applicable reporting period.

Section 28. Responsibility for Environmental Contamination

      28.1 CO-PROVIDER shall in no event be liable to USWC for any costs
whatsoever resulting from the presence or release of any environmental hazard
CO-PROVIDER did not introduce to the affected work location. USWC shall, at
CO-PROVIDER's request, indemnify, defend and hold harmless CO-PROVIDER, and each
of its officers, directors and employees from and against any losses, damages,
claims, demands, suits, liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) arising out of or resulting from (a) any
environmental hazard USWC, its contractors or agents introduce to the work
location, or (b) the presence or release of any environmental hazard for which
USWC is

----------
(6)   Per the Public Utilities Commission of the State of Colorado; Decision No.
      C97-857; DOCKET NO. 96A-345T


                                    Page 18
<PAGE>

                                                                          Part A

responsible under applicable law.

      28.2 USWC shall in no event be liable to CO-PROVIDER for any costs
whatsoever resulting from the presence or release of any environmental hazard
USWC did not introduce to the affected work location. CO-PROVIDER shall, at
USWC's request, indemnify, defend and hold harmless USWC, and each of its
officers, directors and employees from and against any losses, damages, claims,
demands, suits, liabilities, fines, penalties and expenses (including reasonable
attorneys' fees) arising out of or resulting from (a) any environmental hazard
CO-PROVIDER, its contractors or agents introduce to the work location, or (b)
the presence of release of any environmental hazard for which CO-PROVIDER is
responsible under applicable law.

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

      28.4 Each Party will be solely responsible, at its own expense, for proper
handling, storing, transport and disposal 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.

Section 29. Amendments and Modifications

      29.1 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.

Section 30. Severability

      30.1 In the event that any one or more of the provisions contained herein
shall for any reason be held to be unenforceable or invalid in any respect under
law or regulation, the Parties will negotiate in good faith for replacement
language. If any part of this Agreement is held to be invalid or unenforceable
for any reason, such invalidity or unenforceability will affect only the portion
of this Agreement which is invalid or unenforceable. In all other respects, this
Agreement will stand as if such invalid or unenforceable provision had not been
a part hereof, and the remainder of this Agreement shall remain in full force
and effect.

Section 31. Headings Not Controlling

      31.1 The headings and numbering of Sections, Parts, Appendices and
Attachments in this Agreement are for convenience only and shall not be
construed to define or limit any of the terms herein or affect the meaning or
interpretation of this Agreement.


                                    Page 19
<PAGE>

                                                                          Part A

Section 32. Counterparts

      32.1 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.

Section 33. Referenced Documents

      33.1 All references to Sections, Exhibits and Schedules shall be deemed to
be references to Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. Whenever any provision of this
Agreement refers to a technical reference, technical publication, CO-PROVIDER
practice, USWC 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) or 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, CO-PROVIDER practice, USWC practice or
publication of industry standards, unless CO-PROVIDER elects otherwise. Should
there be any inconsistency between or among publications or standards,
CO-PROVIDER shall elect which requirement shall apply.

Section 34. Joint Work Product

      34.1 This Agreement is the joint work product of the Parties and has been
negotiated by the Parties and their respective counsel and shall be fairly
interpreted in accordance with its terms and, in the event of any ambiguities,
no inferences shall be drawn against either Party.

Section 35. Cancellation Charges

      35.1 Except as provided pursuant to a Network Element, Network
Interconnection and/or Unbundled Network Element Request, or as otherwise
provided in any applicable tariff or contract referenced herein, no cancellation
charges shall apply.

Section 36. Escalation Procedures

      36.1 CO-PROVIDER and USWC agree to exchange escalation lists which reflect
contact personnel including vice president-level officers. These lists shall
include name, department, title, phone number, and fax number for each person.
CO-PROVIDER and USWC agree to exchange up-to-date lists as reasonably necessary.

Section 37. Entire Agreement

      37.1 - This Agreement shall include the Attachments, Appendices and other
documents referenced herein, all of which are hereby incorporated by reference,
and 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.


                                    Page 20
<PAGE>

                                                                          Part A

Section 38. Reservation of Rights

      38.1 The Parties acknowledge that the terms of this Agreement were
established pursuant to an order of the Commission. Any or all of the terms of
this Agreement may be altered or abrogated by a successful challenge to this
Agreement (or the order approving this Agreement) as permitted by applicable
law. By signing this Agreement, neither Party waives its right to pursue such a
challenge.

      38.2 The Parties enter into this Agreement without prejudice to any
position they may have taken previously, or may take in the future in any
legislative, regulatory or other public forum addressing any matters, including
matters related to the types of arrangements prescribed by this Agreement.

      IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
executed by its duly authorized representatives.

Electro-Tel, Inc.                        U S WEST Communications, Inc.


By: /s/ F. Lynne Powers                  By: /s/ Katherine L. Fleming
    ------------------------------           -----------------------------------

Name/Typed: F. Lynne Powers              Name/Typed: Katherine L. Fleming
            ----------------------                   ---------------------------

Title: Vice President - Finance          Title: Vice President - Interconnection
       ---------------------------              --------------------------------

Date: 1/7/00                             Date: 1/13/00
      ----------------------------             ---------------------------------

      This Agreement is made pursuant to Section 252 (i) of the Act and is
premised upon the Interconnection Agreement between AT&T Communications of the
Mountain States, Inc. and U S WEST Communications, Inc. (the "AT&T Agreement").
The AT&T Agreement was approved by the Commission on August 28, 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) 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


                                    Page 21
<PAGE>

                                                                          Part A

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, 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.

iv) 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. If 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.


                                    Page 22
<PAGE>

                                                                          Part B

                                   DEFINITIONS

Certain terms used in this Agreement shall have the meanings set forth herein or
as otherwise elsewhere defined throughout this Agreement. Other terms used but
not defined herein will have the meanings ascribed to them in the Act and the
FCC's rules and regulations.

"911 SITE ADMINISTRATOR" is a person assigned by CO-PROVIDER to establish and
maintain 911 service location information for its subscribers.

"911 SERVICE" means a universal telephone number which gives the public direct
access to the Public Safety Answering Point (PSAP). Basic 911 service collects
911 calls from one or more local exchange switches that serve a geographic area.
The calls are then sent to the correct authority designated to receive such
calls.

"ASR" (ACCESS SERVICE REQUEST) means the industry standard forms and supporting
documentation used for ordering Access Services. The ASR may be used to order
trunking and facilities between CO-PROVIDER and USWC for Local Interconnection.

"ACCESS SERVICES" refers to interstate and intrastate switched access and
private line transport services.

"Act" means the Communications Act of 1934 (47 U.S.C.ss.ss.151 et seq.), as
amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or by the
Commission.

"AIN" (ADVANCED INTELLIGENT NETWORK) is a network functionality that permits
specific conditions to be programmed into a switch which, when met, directs the
switch to suspend call processing and to receive special instructions for
further call handling instructions in order to enable carriers to offer advanced
features and services.

"AFFILIATE" is an entity that directly or indirectly owns or controls, is owned
or controlled by, or is under common ownership or control with, another entity.
For the purposes of this Agreement, "own" or "control" means to own an equity
interest (or equivalent) of at least ten percent (10%) with respect to USWC, or
the right to control the business decisions, management and policy of another
entity.

"GATEWAY" (ALI GATEWAY) is a telephone company computer facility that interfaces
with CO-PROVIDER's administrative site to receive Automatic Location
Identification (ALI) data from CO-PROVIDER. Access to the Gateway will be via a
dial-up modem using a common protocol.

"AMA" means the Automated Message Accounting structure inherent in switch
technology that initially records telecommunication message information. AMA
format is contained in the Automated Message Accounting document, published by
Bellcore as GR-1100-CORE, which defines the industry standard for message
recording.

"ALI" (AUTOMATIC LOCATION IDENTIFICATION) is a proprietary database developed
for E911 systems that provides for a visual display of the caller's telephone
number and address and the names of the


                                       1
<PAGE>

                                                                          Part B

emergency response agencies responsible for that address. The Alternative Local
Exchange Company will provide ALI record information in National Emergency
Number Association (NENA) Version #2 format The ALI also shows an Interim Number
Portability (INP) number, if applicable.

"ALI/DMS" (AUTOMATIC LOCATION IDENTIFICATION/DATA MANAGEMENT SYSTEM) means the
emergency service (E911/911) database containing subscriber location information
(including name, address, telephone number, and sometimes special information
from the local service provider) used to determine to which Public Safety
Answering Point (PSAP) to route the call.

"ANI" (AUTOMATIC NUMBER IDENTIFICATION) is a feature that identifies and
displays the number of a telephone that originates a call.

"ARS" (AUTOMATIC ROUTE SELECTION) is a service feature that provides for
automatic selection of the least expensive or most appropriate transmission
facility for each call based on criteria programmed into the system.

"BLV/BLI" (BUSY LINE VERIFY/BUSY LINE INTERRUPT) means an operator call in which
the end user inquires as to the busy status of, or requests an interruption of,
a call on an Exchange Service.

"CABS" means the Carrier Access Billing System which is defined in a document
prepared under the direction of the Billing Committee of the OBF. The Carrier
Access Billing System document is published by Bellcore in Volumes 1, 1A, 2, 3,
3A, 4 and 5 as Special Reports SR-OPT-001868 SR-OPT-0011869, SR-OPT-001871,
SR-OPT-001872, SR-OPT-001873 SR-OPT-001874, and SR-OPT-001875 respectively, and
contains the recommended guidelines for the billing of access and other
connectivity services.

"CPN" (CALLING PARTY NUMBER) is a Common Channel Signaling parameter which
refers to the number transmitted through the network identifying the calling
party.

"CCS" is Common Channel Signaling.

"CENTRAL OFFICE SWITCH" or "CENTRAL OFFICE" means a switching entity within the
public switched network, including, but not limited to, end office switches and
tandem office switches. Central office switches may be employed as combination
End Office/Tandem Office Switches (Combination Class 5/Class 4).

"CENTREX" means a Telecommunications Service that uses central office switching
equipment for call routing to handle direct dialing of calls and to provide
numerous private branch exchange-like features,

"CHARGE NUMBER" is a CCS parameter which refers to the number transmitted
through the network identifying the billing number of the calling party.

"CLASS" (Bellcore Service Mark) is a set of call-management service features
that utilize the capability to forward a calling party's number between end
offices as part of call setup. Features include Automatic Callback, Automatic
Recall, Caller ID, Call Trace, and Distinctive Ringing.

"COLLOCATION" means the right of CO-PROVIDER to place equipment of its choice in
USWC's central offices or other USWC locations. This equipment may be placed via
either a physical or virtual collocation


                                       2
<PAGE>

                                                                          Part B

arrangement. With physical collocation, CO-PROVIDER obtains dedicated space to
place and maintain its equipment. With virtual collocation, USWC will install
and maintain equipment CO-PROVIDER provides to USWC.

"COMBINATIONS" means provision by USWC of two or more currently connected
Network Elements ordered by CO-PROVIDER to provide its Telecommunication
Services in a geographic area or to a specific subscriber and that are placed on
the same or related order by CO-PROVIDER, subject to restrictions, if any,
imposed by the Commission.(1)

"COMMISSION" means the Colorado Public Utilities Commission.

"CCS" (COMMON CHANNEL SIGNALING) means a method of digitally transmitting call
set-up and network control data over a digital signaling network fully separate
from the public switched telephone network that carries the actual call.

"CLEC" means a Competitive Local Exchange Carrier.

"CONDUIT" means a tube or protected pathway 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 innerducts.

"CONFIDENTIAL INFORMATION" has the meaning set forth in Section 22 of the
General Section of this Agreement.

"CONTRACT YEAR" means a twelve (12) month period during the term of this
Agreement commencing on the Effective Date and each anniversary thereof.

"CONTROL OFFICE" is an exchange carrier center or office designated as its
company's single point of contact for the provisioning and maintenance of its
portion of local interconnection arrangements.

"CUSTOM CALLING FEATURES" is a set of call-management service features available
to residential and single-line business subscribers including call-waiting,
call-forwarding and three-party calling.

"CUSTOMER" means a third-party (residence or business) that subscribes to
Telecommunications Services provided by either of the Parties.

"DBMS" (DATABASE MANAGEMENT SYSTEM) is a computer system used to store, sort,
manipulate and update the data required to provide selective routing and ALI.

"DIRECTORY ASSISTANCE DATABASE" refers to any subscriber record used by USWC in
its provision of live or automated operator-assisted directory assistance
including, but not limited to, 411, 555-1212, NPA-555-1212.

"DIRECTORY ASSISTANCE SERVICES" provides Listings to callers. Directory
Assistance Services may include the option to complete the call at the caller's
direction.

"DIRECTORY LISTINGS" refers to subscriber information, including, but not
limited to, name, address and

----------
(1)   Per the Public Utilities Commission of the State of Colorado; Decision No.
      C97-857; DOCKET NO. 96A-345T


                                       3
<PAGE>

                                                                          Part B

phone numbers, published in any media, including, but not limited to,
traditional white/yellow page directories, specialty directories, CD ROM, or
other electronic formats.

"DISCLOSER" means that Party to this Agreement which has disclosed Confidential
Information to the other Party.

"E911 Message Trunk" is a dedicated line, trunk or channel between two central
offices or switching devices which provides a voice and signaling path for E911
calls.

"EFFECTIVE DATE" is the date indicated in the Preamble on which this Agreement
shall become effective.

"EMERGENCY RESPONSE AGENCY" is a governmental entity authorized to respond to
requests from the public to meet emergencies.

"ESN" (EMERGENCY SERVICE NUMBER) is a number assigned to the ALI and selective
routing databases for all subscriber telephone numbers. The ESN designates a
unique combination of fire, police and emergency medical service response
agencies that serve the address location of each in-service telephone number.

"EMR" means the Exchange Message Record System used among ILECs for exchanging
telecommunications message information for billable, non-billable, sample,
settlement and study data. EMR format is contained in BR-010-200-010 CRIS
Exchange Message Record, published by Bellcore and which defines the industry
standard for exchange message records.

"E911" (ENHANCED 911 SERVICE) means a telephone communication service which will
automatically route a call dialed "911" to a designated public safety answering
point (PSAP) attendant and will provide to the attendant the calling party's
telephone number and, when possible, the address from which the call is being
placed, and the emergency response agencies responsible for the location from
which the call was dialed.

"ENHANCED DIRECTORY ASSISTANCE" refers to Directory Assistance services,
including, but not limited to, reverse search, talking yellow pages, and locator
services.

"ENHANCED WHITE PAGES" means optional features available for White Pages
Directory listings (e.g. bold, all capitals, logos).

"ENHANCED YELLOW PAGES" means optional features available for Yellow Pages
Directory listings (e.g., red type, bold, all capital, additional line of text,
indented).

"EIS" (EXPANDED INTERCONNECTION SERVICE) is the collocation arrangement which
USWC provides in its designated wire centers.

"FCC INTERCONNECTION ORDER" is the Federal Communications Commission's First
Report and Order in CC Docket No. 96-98, released August 8, 1996.

"ILEC" means the Incumbent Local Exchange Carrier.

"INTERCONNECTION" is the linking of the USWC and CO-PROVIDER networks for the
mutual exchange of traffic. Interconnection does not include the transport and
termination of traffic. Interconnection is


                                       4
<PAGE>

                                                                          Part B

provided by virtual or physical collocation, entrance facilities or meet point
arrangements.

"IXC" (INTEREXCHANGE CARRIER) means a provider of interexchange
telecommunications services

"INP" (INTERIM NUMBER PORTABILITY) is a service arrangement whereby subscribers
who change local service providers may retain existing telephone numbers without
impairment of quality, reliability, or convenience when remaining at their
current location or changing their location within the geographic area served by
the initial carrier's serving Central Office.

"IP" (INTERCONNECTION POINT) is a mutually agreed upon point of demarcation
where the networks of USWC and CO-PROVIDER interconnect for the exchange of
traffic.

"LATA" means Local Access Transport Area.

"LEC" means Local Exchange Carrier.

"LIDB" (LINE INFORMATION DATA BASE(S)) is a Service Control Point (SCP) database
that provides for such functions as calling card validation for telephone line
number cards issued by USWC and other entities and validation for collect and
billed-to-third services.

"MSAG" (MASTER STREET ADDRESS GUIDE) is a database defining the geographic area
of an E911 service. It includes an alphabetical list of the street names,
high-low house number ranges, community names, and emergency service numbers
provided by the counties or their agents to USWC.

"CO-PROVIDER 911 DATABASE RECORDS" are the CO-PROVIDER subscriber records to be
provided by CO-PROVIDER to USWC for inclusion in USWC's E911 database.

"MECAB" refers to the Multiple Exchange Carrier Access Billing (MECAB) document
prepared by the Billing Committee of the Ordering and Billing Forum (OBF), which
functions under the auspices of the Carrier Liaison Committee (CLC) of the
Alliance for Telecommunications Industry Solutions (ATIS). The MECAB document,
published by Bellcore as Special Report SR-BDS-000983, contains the recommended
guidelines for the billing of an access service provided by two or more LECs
(including a LEC and a CLEC), or by one LEC in two or more states within a
single LATA.

"MECOD" refers to the Multiple Exchange Carriers Ordering and Design (MECOD)
Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of the
Ordering and Billing Forum (OBF), which functions under the auspices of the
Carrier Liaison Committee (CLC) of the Alliance for Telecommunications Industry
Solutions (ATIS). The MECOD document, published by Bellcore as Special Report SR
STS-002643, establishes recommended guidelines for processing orders for access
service which is to be provided by two or more LECs (including a LEC and a
CLEC). It is published by Bellcore as SRBDS 00983.

"NORTH AMERICAN NUMBERING PLAN" or "NANP" means the numbering plan used in the
United States that also serves Canada, Bermuda, Puerto Rico and certain
Caribbean Islands. The NANP format is a 10-digit number that consists of a
3-digit NPA code (commonly referred to as the area code), followed by a 3-digit
NXX code and 4-digit line number.

"NENA" (NATIONAL EMERGENCY NUMBER ASSOCIATION) is an association with a mission
to foster the technological advancement, availability and implementation of 911
nationwide.


                                       5
<PAGE>

                                                                          Part B

"NETWORK ELEMENT" means a facility or equipment used in the provision of a
Telecommunications Service including all features, functions and capabilities
embedded in such facility or equipment.

"NP" (NUMBER PORTABILITY) means the use of the Local Routing Number (LRN)
database solution to provide fully transparent NP for all subscribers and all
providers without limitation.

"NPA" (NUMBERING PLAN AREA) (sometimes referred to as an area code) is the three
digit indicator which is designated by the first three digits of each 10-digit
telephone number within the NANP. Each NPA contains 800 possible NXX Codes.
There are two general categories of NPA, "Geographic NPAs" and "Non-Geographic
NPAs." A "Geographic NPA" is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided within
that Geographic area. A "Non-Geographic NPA," also known as a "Service Access
Code (SAC Code)", is typically associated with a specialized telecommunications
service which may be provided across multiple geographic NPA areas; 500, 800,
900, 700, and 888 are examples of Non-Geographic NPAs.

"NXX," "NXX CODE," OR "CENTRAL OFFICE CODE, OR "CO CODE" is the three (3) digit
switch entity indicator which is defined by the fourth, fifth and sixth digits
of a ten (10) digit telephone number within the North America Numbering Plan
("NANP").

"OBF" means the Ordering and Billing Forum, which functions under the auspices
of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
Industry Solutions (ATIS).

"OPERATOR SYSTEMS" is the Network Element that provides operator and automated
call handling with billing, special services, subscriber telephone listings, and
optional call completion services.

"OPERATOR SERVICES" provides (a) operator handling for call completion (e.g.,
collect calls); (b) operator or automated assistance for billing after the
subscriber has dialed the called number (e.g., credit card calls); and (c)
special services (e.g., BLV/BLI, Emergency Agency Call).

"P.01 TRANSMISSION GRADE OF SERVICE (GOS)" means a trunk facility provisioning
standard with the statistical probability of no more than one call in 100
blocked on initial attempt during the average busy hour.

"PLU" (PERCENT LOCAL USAGE) is a calculation which represents the ratio of the
local minutes to the sum of local and intraLATA toll minutes between exchange
carriers sent over Local Interconnection Trunks. Directory assistance, BLV/BLI,
900, 976, transiting calls from other exchange carriers and switched access
calls are not included in the calculation of PLU.

"PERSON" means, collectively, an Affiliate, subsidiary, Customer, end user and
subscriber of U S WEST.

"POINT OF INTERFACE" or "POI" means the physical point that establishes the
technical interface, the test point, and the operational responsibility hand-off
between CO-PROVIDER and USWC for the local interconnection of their networks.

"POLE ATTACHMENT" means the connection of a faculty to a utility pole. Some
examples of facilities are mechanical hardware, grounding and transmission
cable, and equipment boxes.

"POP" means an IXC's point of presence.


                                       6
<PAGE>

                                                                          Part B

"PROPRIETARY INFORMATION" shall have the same meaning as Confidential
Information.

"PSAP" (PUBLIC SAFETY ANSWERING POINT) is the public safety communications
center where 911 calls placed by the public for a specific geographic area will
be answered.

"RATE CENTER" means the geographic point and corresponding geographic area which
are associated with one or more particular NPA-NXX codes which have been
assigned to USWC or CO-PROVIDER for its provision of Basic Exchange
Telecommunications Services. The "rate center point" is the finite geographic
point identified by a specific V&H coordinate, which is used to measure
distance-sensitive end user traffic to/from the particular NPA-NXX designations
associated with the specific Rate Center. The "rate center area" is the
exclusive geographic area identified as the area within which USWC or
CO-PROVIDER will provide Basic Exchange Telecommunications Services bearing the
particular NPA-NXX designations associated with the specific Rate Center. The
Rate Center point must be located within the Rate Center area.

"REAL TIME" means the actual time in which an event takes place, with the
reporting on or the recording of the event simultaneous with its occurrence.

"RECIPIENT" means that Party to this Agreement (a) to which Confidential
Information has been disclosed by the other Party, or (b) who has obtained
Confidential Information in the course of providing services under this
Agreement.

"RESELLER" is a category of local exchange service providers who obtain dial
tone and associated telecommunications services from another provider through
the purchase of wholesale priced services for resale to their end user
subscribers.

"ROW" (RIGHT OF WAY) means 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.

"ROUTING POINT" means a location which USWC or CO-PROVIDER has designated on its
own network as the homing (routing) point for traffic inbound to Basic Exchange
Services provided by USWC or CO-PROVIDER which bear a certain NPA-NXX
designation. The Routing Point is employed to calculate mileage measurements for
the distance-sensitive transport element charges of Switched Access Services.
Pursuant to Bellcore Practice BR 795-100-100, the Routing Point may be an "End
Office" location, or a "LEC Consortium Point of Interconnection". Pursuant to
that same Bellcore Practice, examples of the latter shall be designated by a
common language location identifier (CLLI) code with (x) KD in positions 9, 10,
11, where (x) may by any alphanumeric A-Z or 0-9. The above referenced Bellcore
document refers to the Routing Point as the Rating Point. The Rating
Point/Routing Point need not be the same as the Rate Center Point, nor must it
be located within the Rate Center Area, but must be in the same LATA as the
NPA-NXX.

"SECAB" means the Small Exchange Carrier Access Billing document prepared by the
Billing Committee of the OBF. The Small Exchange Carrier Access Billing
document, published by Bellcore as Special Report SR OPT-001856, contains the
recommended guidelines for the billing of access and other connectivity
services.


                                       7
<PAGE>

                                                                          Part B

"SELECTIVE ROUTING" is a service which automatically routes an E911 call to the
PSAP that has jurisdictional responsibility for the service address of the
telephone that dialed 911, irrespective of telephone company exchange or wire
center boundaries.

"SWITCH" - See Central Office Switch.

"TANDEM OFFICE SWITCHES" are Class 4 switches which are used to connect and
switch trunk circuits between and among end office switches and other tandems.

"TECHNICALLY FEASIBLE" refers solely to technical or operational concerns,
rather than economic, space, or site considerations.

"TELECOMMUNICATIONS" means the transmission, between or among points specified
by the user, of information of the user's choosing, without change in the form
or content of the information as sent and received.

"TELECOMMUNICATION SERVICES" means the offering of telecommunications for a fee
directly to the public, or to such classes of users as to be effectively
available directly to the public, regardless of the facilities used.

"THOUSANDS BLOCK OF NUMBERS" shall mean 1000 or more consecutive numbers
beginning and ending on a digit boundary, e.g., 949-1000 to 949-1999.

"TRCO" means Trouble Reporting Control Office.

"VOLUNTARY FEDERAL SUBSCRIBER FINANCIAL ASSISTANCE PROGRAMS" are
Telecommunications Services provided to low-income subscribers, pursuant to
requirements established by the appropriate state regulatory body.

"WIRE CENTER" denotes a building or space within a building which serves as an
aggregation point on a given carrier's network, where transmission facilities
and circuits are connected or switched. Wire Center can also denote a building
in which one or more central offices, used for the provision of Basic Exchange
Services and access services, are located. For purposes of EIC service, however,
Wire Center shall mean those points eligible for such connections as specified
in the FCC Docket No. 91-141, and rules adopted pursuant thereto.


                                       8