<PAGE>

                                                                 Exhibit 10.1.37

                                    AGREEMENT
                   FOR LOCAL WIRELINE NETWORK INTERCONNECTION
                                       AND
                                 SERVICE RESALE
                                     BETWEEN
                        ADVANCED TELECOMMUNICATIONS, INC.
                                       AND
                          U S WEST COMMUNICATIONS, INC.


                              FOR THE STATE OF UTAH


                                AGREEMENT NUMBER
                                 CDS-000106-0272

[NOTE: In this Agreement, italicized language corresponds to language agreed to
by the Parties; BOLD LANGUAGE corresponds to language included to comply with
the Commissions Orders]; BOLD LANGUAGE IN ITALICs corresponds to agreed language
regarding a subject addressed in the Commission's Orders


<PAGE>

                                                                          Part A

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                            <C>
RECITALS ........................................................................................................1

SCOPE OF AGREEMENT...............................................................................................1

DEFINITIONS .....................................................................................................2

TERMS AND CONDITIONS............................................................................................13

         1.       General Provisions............................................................................13
         2.       Most Favored Nation Terms and Treatment.......................................................15
         3.       Payment.......................................................................................15
         4.       Taxes.........................................................................................15
         5.       Intellectual Property.........................................................................16
         6.       Severability..................................................................................16
         7.       Responsibility for Environmental Contamination................................................17
         8.       Branding......................................................................................17
         9.       Independent Contractor Status.................................................................18
         10.      Referenced Documents..........................................................................19
         11.      Publicity and Advertising.....................................................................19
         12.      Executed in Counterparts......................................................................19
         13.      Headings Not Controlling......................................................................19
         14.      Joint Work Product............................................................................20
         15.      Survival......................................................................................20
         16.      Effective Date................................................................................20
         17.      Amendment of Agreement........................................................................20
         18.      Indemnification...............................................................................20
         19.      Limitation of Liability.......................................................................21
         20.      Term of Agreement.............................................................................22
         21.      Governing Law.................................................................................22
         22.      Cancellation Charges..........................................................................22
         23.      Regulatory Approvals..........................................................................23
         24.      Compliance....................................................................................23
         25.      Force Majeure.................................................................................24
         26.      Escalation Procedures.........................................................................24
         27.      Dispute Resolution............................................................................25
         28.      Nondisclosure.................................................................................26
         29.      Notices.......................................................................................28
         31.      Warranties....................................................................................29
         32.      Default.......................................................................................29
         33.      Remedies......................................................................................30
         34.      Waivers.......................................................................................31
</TABLE>


                                                                         Page ii

<PAGE>

                                                                          Part A
<TABLE>
<S>                                                                                                             <C>
         35.      No Third Party Beneficiaries..................................................................31
         36.      Physical Security.............................................................................31
         37.      Network Security..............................................................................32
         38.      Revenue Protection............................................................................32
         39.      Law Enforcement Interface.....................................................................33
         40.      Collocation...................................................................................33
         41.      Technical References - Collocation............................................................45
         42.      Number Portability............................................................................45
         43.      Dialing Parity................................................................................54
         44.      Directory Listings............................................................................54
         46.      U S WEST Dex Issues...........................................................................57
         47.      Access to Poles, Ducts, Conduits, and Rights of Way...........................................57
         48.      Bona Fide Request Process for Further Unbundling..............................................62
         49.      Audit Process.................................................................................65
         50.      Miscellaneous Services........................................................................66
         51.      Unused Transmission Media.....................................................................84
         52.      Service Standards.............................................................................85
         53.      Entire Agreement..............................................................................86
         54.      Reservation of Rights.........................................................................87
</TABLE>




ATTACHMENTS

Attachment 1                   Rates and Charges
Attachment 2                   Resale
Attachment 3                   Unbundled Access/Elements
Attachment 4                   Interconnection
Attachment 5                   Business Process Requirements
Attachment 6                   Electronic Interfaces(1)
Attachment 7                   Implementation Schedule(2)


___________________________
(1) CO-PROVIDER/USWC Agreement Only
(2) CO-PROVIDER/USWC Agreement Only

                                                                        Page iii

<PAGE>

                                                                          Part A

          This Interconnection Agreement (this "Agreement"), is entered into by
and between Advanced Telecommunications, Inc., a Utah Corporation, and U S WEST
Communications, Inc., 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").

RECITALS

          WHEREAS, pursuant to this Agreement, CO-PROVIDER and U S WEST will
extend certain arrangements to one another within each LATA in which they both
operate within Utah. 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 rules and regulations of the
Federal Communications Commission, and the orders, rules and regulations of the
Utah Public Service 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
for resale to others, and U S WEST 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 separately or
in any Combination, and to use such services for itself or for the provision of
its Telecommunications Services to others, and U S WEST is willing to provide
such services;

          Now, therefore, in consideration of the terms and conditions contained
herein, CO-PROVIDER and U S WEST hereby mutually agree as follows:

SCOPE OF 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 in the LATA in Utah where U S WEST operates.

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

          C. U S WEST will provide CO-PROVIDER with at least the level of
service quality or performance of obligations under this Agreement as U S WEST
provides itself or any other Person with respect to all Telecommunications
Services, Local Interconnection, Services for Resale, and Network

                                                                          Page 1

<PAGE>

                                                                          Part A

Elements as applicable and shall provide such level of service quality or
performance of service obligations in accordance with the specific requirements
agreed to in Attachment 5.

          D. U S WEST shall provide to CO-PROVIDER Services for Resale that are
equal in quality, subject to the same conditions (including the conditions in
U S WEST's effective tariffs which are not otherwise inconsistent with the terms
and conditions contained herein), within the same provisioning time intervals
that U S WEST 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 U S WEST 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 U S WEST provides to itself, U S WEST's own subscribers, to a U S
WEST 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 interoperability 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 or Commission regulations.

          H. In accordance with Section 251(c)(5) of the Act and the rules and
regulations established by the FCC and the Commission, the Parties shall provide
reasonable notice of changes in the information necessary for the transmission
and routing of services using that local exchange carrier's facilities or
network, as well as of any other changes that would affect the interoperability
of those facilities and networks.

          I. Except as otherwise provided for in Section 8 of Attachment 2, U S
WEST shall not discontinue or refuse to provide any service required hereunder
without CO-PROVIDER'S prior written agreement in accordance with Section 17 of
this Part A, nor shall U S WEST reconfigure, reengineer or otherwise redeploy
its network in a manner which would materially 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. U S WEST agrees that all obligations
undertaken pursuant to this Agreement, including, without limitation,
performance standards, intervals, and technical requirements are material
obligations hereof and that time is of the essence.

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 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.


                                                                          Page 2

<PAGE>

                                                                          Part A

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

"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. Section 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.

"ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission technology
which transmits an asymmetrical digital signal using one of several transmission
methods (for example, carrier-less AM/PM discrete multi-tone, or discrete
wavelet multi-tone).

"Affiliate" is an entity, as defined in the Act, 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%), or the right to control the business decisions, management and
policy of another entity performing any of the obligations set forth in this
Agreement.

"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.

"AIN Services" means architecture and configuration of the AIN Triggers within
the SCP as developed and/or offered by U S WEST to its customers.

"ALI" (Automatic Location Identification) is a database developed for E911
systems that provides for a visual display of the caller's telephone number and
address, and the names of the emergency response agencies responsible for that
address. 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.

"AMA" means the Automated Message Accounting structure 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.

"Ancillary Services" or "Ancillary Functions" means, collectively, the
following: (1) Collocation as described in Section 40; (2) access to poles,
ducts, conduits and rights of way as described in Section 47; (3) unused
transmission media as described in Section 51; (4) Directory Listings as
described in Section 44; (5) E911 as described in Section 50.1; (6) Directory
Assistance Service as described in Section 50.2; (7) Operator Services as
described in Section 50.3; (8) Directory Assistance and listings services
requests as described in Section 50.4; and (9) Directory Assistance data as
described in Section 50.5.


                                                                          Page 3

<PAGE>

                                                                          Part A


"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.

"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 U S WEST for Local
Interconnection.

"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 telephone call.

"Business Day" means any day Monday through Friday except for mutually agreed to
holidays.

"CABS" means the Carrier Access Billing System which is defined in a document
prepared by the Billing Committee of the OBF. The Carrier Access Billing System
document is published by Bellcore in Volumes 1, lA, 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.

"Calling Party Number or "CPN" is a CCS parameter which refers to the number
transmitted through a network identifying the calling party.

"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.

"Central Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:

          a)  "End  Office  Switches"  which  are used to  terminate  Customer
              station  loops for the  purpose  of interconnecting to each other
              and to trunks;

          b)  "Tandem Office Switches" which are used to connect and switch
              trunk circuits between and among other Central Office Switches.
              Access tandems provide connections for exchange access and toll
              traffic while local tandems provide connections for local/EAS
              traffic; or

          c)  Combination End Office/Tandem Office Switches.

"Centrex", including Centrex Plus, 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.


                                                                          Page 4

<PAGE>

                                                                          Part A


"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.

"CLEC" means a Competitive Local Exchange Carrier.

"Combinations" means provision by U S WEST of two or more 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.

"Commission" means the Utah Public Service Commission.

"Competitive Local Exchange Carrier" or "CLEC" means an entity authorized to
provide Local Exchange Service that does not otherwise qualify as an incumbent
LEC.

"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 28 of Part A 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.

"Co-Provider" means Advanced Telecommunications, Inc. and any Affiliates,
subsidiary companies or other entities performing any of the obligations of
Advanced Telecommunications, Inc. set forth in this Agreement. FOR PURPOSES OF
SECTION 47 OF THIS PART A OF THIS AGREEMENT, THE OBLIGATIONS OF ADVANCED
TELECOMMUNICATIONS, INC. SHALL BE LIMITED TO THOSE FACILITIES OF ADVANCED
TELECOMMUNICATIONS, INC. THAT ARE USED FOR THE PURPOSE OF PROVIDING LOCAL
SERVICES UNDER THE TERMS OF THIS AGREEMENT.(3)

"Custom Calling Features" is a set of call-management service features available
to residential and 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, for example, selective
routing and ALI.

"Databases" are the Network Elements that provide the functionality for storage
of, access to, and manipulation of information required to offer a particular
service and/or capability. Databases include, but

__________________________
(3) The underlined text in the definition of CO-PROVIDER is included only
because U S WEST prevailed on the issue of reciprocal access to poles, ducts,
conduits and ROW in Section 47.1

                                                                          Page 5

<PAGE>

                                                                          Part A

are not limited to: Number Portability, LIDB, Toll Free Number Database,
Automatic Location Identification/Data Management System, and AIN.

"Digital Signal Level" means one of several transmission rates in the time
division multiplexing hierarchy, including, but not limited to:

          "Digital Signal Level 0" or "DS-0" means the 56 or 64 Kbps zero-level
          signal in the time-division multiplex hierarchy.

          "Digital Signal Level 1" or "DS-1" means the 1.544 Mbps first-level
          signal in the time-division multiplex hierarchy. In the time-division
          multiplexing hierarchy of the telephone network, DS-1 is the initial
          level of multiplexing.

          "Digital Signal Level 3" or "DS-3" means the 44.736 Mbps third-level
          in the time-division multiplex hierarchy. In the time-division
          multiplexing hierarchy of the telephone network, DS-3 is defined as
          the third level of multiplexing.

"Directory Assistance Database" refers to any set of subscriber records used by
U S WEST in its provision of live or automated operator-assisted Directory
Assistance including, but not limited to, 411, 555-1212, NPA-555-121 2.

"Directory Assistance Service" provides listings to callers. Directory
Assistance Services may include the option to complete the call at the caller's
direction.

"Directory Listings" or "Listings" refers to subscriber information, including,
but not limited to, name, address and phone numbers, in Directory Assistance
Services or directory products.

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

"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.

"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.

"Extended Area Service" ("EAS") is intraLATA traffic treated as "local" traffic
between exchanges (rather than as "toll" traffic) as established by the
Commission and as reflected in the effective U S WEST tariffs.

"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.

"EMR" means the Exchange Message Record System used among LECs for exchanging
telecommunications message information for billable, non-billable, sample,
settlement and study data.


                                                                          Page 6

<PAGE>

                                                                          Part A


EMR format is contained in BR-010-200-010 CRIS Exchange Message Record,
published by Bellcore, which defines the industry standard for exchange message
records.

"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.

"FCC" means the Federal Communications Commission.

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

"Fiber-Meet" means an interconnection architecture method whereby the Parties
physically interconnect their networks via an optical fiber interface (as
opposed to an electrical interface) at a mutually agreed upon location.

"Gateway" (ALI Gateway) is a telephone company computer facility that interfaces
with CO-PROVIDER `s 911 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.

"HDSL" or "High-Bit Rate Digital Subscriber Line" means a two-wire or four-wire
transmission technology which typically transmits a DS-1 level signal (or,
higher level signals with certain technologies), using, for example, 2 Binary/1
Quartenary ("2B1Q").

"ILEC" means the incumbent local exchange carrier.

"Information Service Traffic" means traffic which originates on a local access
line and which is addressed to an information service provider.

"INP" (Interim Number Portability) is a service arrangement whereby subscribers
who change local service providers may retain existing telephone numbers with
minimal 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.

"Integrated Digital Loop Carrier" ("IDLC") means a digital subscriber loop
carrier system which interfaces with the switch digitally at a DS-1 (1.544Mbps)
or higher level.

"Integrated Services Digital Network" or "ISDN" means a switched network service
that provides end-to-end digital connectivity for the simultaneous transmission
of voice and data. Basic Rate Interface-ISDN (BRI-ISDN) provides for a digital
transmission of two 64 Kbps bearer channels and one 16 Kbps data channel (2B+D).
Primary Rate Interface-ISDN (PRI-ISDN) provides for a digital transmission of
twenty-three (23) 64 Kbps bearer channels and one 64 Kbps data channel (23B+D).

"Interconnection" is as described in the Act and refers to the connection of
separate pieces of equipment, facilities, or platforms between or within
networks for the purpose of transmission and routing of telephone exchange
service traffic and exchange access traffic.

"IXC" (Interexchange Carrier) means a provider of interexchange
Telecommunications Services.


                                                                          Page 7

<PAGE>

                                                                          Part A

"LATA" means Local Access Transport Area.

"LEC" means local exchange carrier.

"LIDB" (Line Information Data Base(s)) is an SOP database that provides for such
functions as calling card validation for telephone line number cards issued by
LECs and other entities and validation for collect and billed-to-third services.

"Local Interconnection" shall have the meaning set forth in the Recitals to this
Agreement.

"Local Resale" or "Services for Resale" or "Resale Services" means,
collectively, Telecommunications Services and service functions provided by U S
WEST to CO-PROVIDER pursuant to Attachment 2 of this Agreement.

"Local Traffic" is intraLATA traffic within an exchange that is treated as toll
free traffic as established by the Commission and as reflected in the effective
tariffs of U S WEST.

"Loop" is a transmission facility between a distribution frame, or its
equivalent, in a U S WEST central office or wire center, and the Network
Interface Device (as defined herein) or network interface at a subscriber's
premises, to which CO-PROVIDER is granted exclusive use. This includes, but is
not limited to, two-wire and four-wire analog voice-grade loops, and two-wire
and four-wire loops that are conditioned to transmit the digital signals needed
to provide ISDN, ADSL, HDSL, and DS-1 level signals. A Loop may be composed of
the following components:

                            Loop Concentrator/Multiplexer
                            Loop Feeder
                            Network Interface Device (NID)
                            Distribution

"Main Distribution Frame" or "MDF" means the distribution frame of the Party
providing the Loop used to interconnect cable pairs and line and trunk equipment
terminals on a switching system or transmission facility.

"MECAB" refers to the Multiple Exchange Carrier Access Billing (MECAB) document
prepared by the Billing Committee of the Ordering and Billing Forum, 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, 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.


                                                                          Page 8

<PAGE>

                                                                          Part A


"Meet-Point Billing" or "MPB" refers to an arrangement whereby two LECs
(including a LEC and CO-PROVIDER) jointly provide Switched Access Service to an
Interexchange Carrier, with each LEC (or CO-PROVIDER) receiving an appropriate
share of the access element revenues.

"Mid-Span Meet" is a point of interconnection between two networks, designated
by two Telecommunications Carriers, at which one carrier's responsibility for
service begins and the other carrier's responsibility ends.

"MSAG" (Master Street Address Guide) is a database defining the geographic area
of an E91 1 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 U S WEST.

"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.

"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.(4)

"NP" (Number Portability) means the use of the Location 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 792 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" means the fourth, fifth and sixth digits of a ten-digit telephone number
within the North American Numbering Plan.

"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 Services" includes, but is not limited to, (1) operator handling for
call completion (e.g., collect calls); (2) operator or automated assistance for
billing after the subscriber has dialed the called number (e.g., credit card
calls); and (3) special services (e.g. BLV/BLI, emergency agency call).

"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.

__________________________
(4) AT&T Order at pg. 1, "Local Switch - Vertical Features"

                                                                          Page 9

<PAGE>

                                                                          Part A


"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.

"Party" means either U S WEST or CO-PROVIDER and "Parties" means U S WEST and
CO-PROVIDER. "Person" means, collectively, an Affiliate, subsidiary, Customer,
end user and subscriber of U S WEST.

"Point of Interconnection" or "P01" means the physical point that establishes
the technical interface, the test point, where applicable, and the operational
responsibility hand-off between CO-PROVIDER and U S WEST for the local
interconnection of their networks for the mutual exchange of traffic.

"Point of Interface" is the physical point where CO-PROVIDER hands off
transmission media to the U S WEST provided entrance facility associated with a
Collocation arrangement for the purpose of connecting the entrance facility to
some point located within U S WEST's premises.

"Pole Attachment" means the connection of a facility 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.

"PORT" MEANS A TERMINATION ON A CENTRAL OFFICE SWITCH THAT PERMITS CUSTOMERS TO
SEND OR RECEIVE TELECOMMUNICATIONS SERVICES OVER THE PUBLIC SWITCHED NETWORK,
INCLUDING SWITCH FEATURES OR SWITCHING FUNCTIONALITY.(5)

"PREMISES" REFERS TO U S WEST'S CENTRAL OFFICES AND SERVING WIRE CENTERS, AS
WELL AS ALL BUILDINGS OR SIMILAR STRUCTURES OWNED OR LEASED BY U S WEST THAT
HOUSE ITS NETWORK FACILITIES, AND ALL STRUCTURES THAT HOUSE U S WEST FACILITIES
ON PUBLIC RIGHTS-OF-WAY, INCLUDING, BUT NOT LIMITED TO, VAULTS CONTAINING LOOP
CONCENTRATORS OR SIMILAR STRUCTURES.(6)

"Premium Listing", such as additional, foreign, cross reference, informational,
non-listed, privacy, etc. are as described in the U S WEST general exchange
listing tariff.

"Primary Listing" (for example, main list, additional main, joint user, client
main list or answering service list) shall mean the one appearance of an end
user telephone subscriber's main telephone number and other content such as name
and address, which each CO-PROVIDER residence or business subscriber is entitled
to receive in the white pages directory published by U S WEST Dex at no charge
from U S WEST Communications. here U S WEST business end users are entitled to
receive a courtesy listing in the yellow pages section of any directory
published on U S WEST's behalf, CO-PROVIDER's business customers will receive
the same entitlement.

"Proprietary Information" shall have the same meaning as Confidential
Information.

__________________________
(5) AT&T Order at p. 1, "Local Switch - Vertical Features"
(6) MCI Order at p. 10, Issue 31

                                                                         Page 10

<PAGE>

                                                                          Part A

"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 U S WEST 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 U S WEST 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.

"Rating Point" means the point at which transport mileage is calculated for the
termination of calls. Each Party shall establish its own Rating Point(s) for its
own services.

"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 (1) to which Confidential
Information has been disclosed by the other Party, or (2) who has obtained
Confidential Information in the course of providing services under this
Agreement.

"Reseller" is a category of Telecommunications Services providers who obtain
Telecommunications Services from another provider through the purchase of
wholesale priced services for resale to their end user subscribers.

"Routing Point" means a location which U S WEST or CO-PROVIDER has designated on
its own network as the homing (routing) point for traffic inbound to basic
exchange Telecommunications Services provided by U S WEST 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 795-1 00-100, 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 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

"ROW" (Right of Way) means the right to use the land or other property owned,
leased, or controlled by 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.

"SAG" (Street Address Guide) is a database containing an alphabetical list of
street names, high-low house number ranges, descriptive addresses, community
names, tax codes, subscriber names, telephone numbers, NXXs, central office
names, CLLI and other information maintained by U S WEST.

"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

                                                                         Page 11

<PAGE>

                                                                          Part A


Report SR OPT-001856, contains the recommended guidelines for the billing of
access and other connectivity services.

"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 from which 911 is dialed, irrespective of telephone company exchange
or wire center boundaries.

"Service Control Point" or "SCP" is a specific type of Database Network Element
functionality deployed in a Signaling System 7 (SS7) network that executes
service application logic in response to SS7 queries sent to it by a switching
system also connected to the SS7 network. SCPs also provide operational
interfaces to allow for provisioning, administration and maintenance of
subscriber data and service application data (e.g., a toll free database stores
subscriber record data that provides information necessary to route toll free
calls.

"Signaling Transfer Point" or "STP" provide functionality that enable the
exchange of SS7 messages among and between switching elements, database elements
and Signaling Transfer Points.

"Switch" -- See Central Office Switch.

"Switched Access", "Switched Access Service", "Switched Exchange Access
Service" or "Switched Access Traffic" are as defined in the Parties'
applicable tariffs.

"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.

"Tariff Services" as used throughout this Agreement refers to the applicable
Party's interstate tariffs and state tariffs, price lists, price schedules and
catalogs.

"Technically Feasible" refers solely to technical or operational concerns,
rather than economic, space, or site considerations, in accordance with the
rules and regulations of the FCC and the Commission.

"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.

"Telecommunications Carrier" means any provider of Telecommunications Services,
except that such term does not include aggregators of Telecommunications
Services (as defined in Section 226 of the Act). A Telecommunications Carrier
shall be treated as a common carrier under the Act only to the extent that it is
engaged in providing Telecommunications Services, except that the FCC shall
determine whether the provision of fixed and mobile satellite service shall be
treated as common carriage.

"Telecommunications 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.

"Toll Traffic" is traffic that originates in one Rate Center and terminates in
another Rate Center with the exception of traffic that is rated as EAS.

"Transit Service" provides the ability for a Telecommunications Carrier to use
its connection to a local or access tandem for delivery of calls that originate
with a Telecommunications Carrier and terminate to a


                                                                         Page 12

<PAGE>

                                                                          Part A

company other than the tandem company, such as another Competitive Local
Exchange Carrier, an existing LEC, or a wireless carrier. In these cases,
neither the originating nor terminating end user is a customer of the tandem
Telecommunications Carrier. The tandem Telecommunications Carrier will accept
traffic originated by a Party and will terminate it at a Point of
Interconnection with another local, intraLATA or interLATA network
Telecommunications Carrier. This service is provided through local and access
tandem switches.

"Transit Traffic" is any traffic, other than Switched Access Traffic, that
originates from one Telecommunications Carrier's network, transits another
Telecommunications Carrier's network, and terminates to yet another
Telecommunications Carrier's network.

"TRCO" means Trouble Reporting Control Office.

"U S WEST" means U S WEST Communications, Inc. and any Affiliates, subsidiary
companies or other entities performing any of the obligations of U S WEST set
forth in this Agreement.

"Voluntary Federal Subscriber Financial Assistance Programs" are
Telecommunications Services provided to low-income subscribers, pursuant to
requirements established by the appropriate federal or state regulatory body.

"Wire Center" denotes, for the purposes of Collocation, a building or space
within a building, that 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 where one or more central offices, used
for the provision of Telecommunications Services and Access Services, are
located. Wire Center shall mean those points eligible for such connections as
specified in the FCC Docket No. 91-141, and rules adopted pursuant thereto.

TERMS AND CONDITIONS

1.       GENERAL PROVISIONS

               1.1 Each Party is individually responsible to provide 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.

               1.2 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.

               1.3 Each Party is solely responsible for the services it provides
               to its Customers and to other Telecommunications Carriers.

                                                                         Page 13

<PAGE>

                                                                          Part A

              1.3.1 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 U S WEST's network, including,
                    without limitation, Network Elements and associated business
                    processes and the standards associated with the equipment
                    providing such Network Elements (collectively, "Network
                    Components"), 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 a request by
                    CO-PROVIDER, the Parties will develop processes by which U S
                    WEST will inform CO-PROVIDER of deviations or planned
                    deviations, and the implementation date of such planned
                    deviations, from standards referenced in this Agreement for
                    Network Components that may be ordered by CO-PROVIDER. In
                    addition, the Parties agree that those deviations from such
                    standards documented by U S WEST 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.(7)

              1.3.2 U S WEST agrees that in no event shall it intentionally
                    allow any Network Component provided by U S WEST to
                    CO-PROVIDER under this Agreement to perform below the
                    standards or deviations therefrom reflected in Section
                    1.3.1, except where requested by CO-PROVIDER. U S WEST
                    shall minimize any degradation to its equipment relative
                    to currently applicable service, where reasonable in view
                    of industry adopted performance standards and
                    technological developments. Written notice (the "Change
                    Notice") of any planned changes in standards for any
                    Network Component which could impact that Network
                    Component will be provided at least ninety (90) days (or
                    at the make/buy point) prior to the planned
                    implementation. If CO-PROVIDER notifies U S WEST of how
                    the proposed change may adversely impact CO-PROVIDER or
                    its Customers within fourteen (14) calendar days after
                    receipt of U S WEST's Change Notice, U S WEST and
                    CO-PROVIDER will schedule joint discussions to address
                    and attempt to resolve the matter, including, without
                    limitation, consideration of proposed alternatives. In
                    addition, if U S WEST learns that any Network Component
                    purchased by CO-PROVIDER under this Agreement has been
                    permitted (even if not intentionally) to fall materially
                    below the level or specification in effect as of the
                    Effective Date of this Agreement, U S WEST shall inform
                    CO-PROVIDER immediately.(8)

              1.3.3 The Parties recognize that providing A number of the
                    services specified in this Agreement depends upon the
                    "technical feasibility" of providing that service, as

__________________________
(7) AT&T Order at pg. 8, Technical Standards
(8) AT&T Order at pg. 8, Technical Standards

                                                                         Page 14

<PAGE>

                                                                          Part A

                    that term is defined under the Act and/or by FCC or
                    Commission rules and decisions. If the Parties cannot agree
                    on whether providing a service is technically feasible, the
                    matter, including cost and expenses (if any), shall be
                    resolved through good faith negotiation or the dispute
                    resolution process outlined in this Agreement.

2.       MOST FAVORED NATION TERMS AND TREATMENT

               2.1 Until such time as there is a final court determination
               interpreting Section 252(i) of the Act, U S WEST shall make
               available to CO-PROVIDER the terms and conditions of any other
               agreement for interconnection, unbundled network elements and
               resale services approved by the Commission under Section 252 of
               the Act, in that agreements entirety. After there is a final
               court determination interpreting Section 252(i) of the Act, the
               Parties agree to revise this Section 2.1 to reflect such
               interpretation.

3.       PAYMENT

               3.1 In consideration of the services provided by U S WEST under
               this Agreement, CO-PROVIDER shall pay the charges set forth in
               Attachment 1 to this Agreement. The billing procedures for
               charges incurred by CO-PROVIDER hereunder are set forth in
               Attachment 5 to this Agreement.

               3.2 Amounts payable under this Agreement, unless reasonably
               disputed, are due and payable within thirty (30) days after the
               date of U S WEST's invoice or within twenty (20) days after
               receipt of the invoice, whichever is later. If the payment due
               date is not a Business Day, the payment shall be made the next
               Business Day.

               3.3 A late payment charge of 1.5% applies to all billed balances,
               not reasonably disputed, which are not paid within the applicable
               time period set forth in Section 3.2 above. To the extent
               CO-PROVIDER pays the billed balance on time, but the amount of
               the billed balance is reasonably disputed by CO-PROVIDER, and, it
               is later determined that a refund is due CO-PROVIDER, interest
               shall be payable on the refunded amount in the amount of 1.5% per
               month. To the extent CO-PROVIDER pays the billed balance on time,
               but the amount of the billed balance is reasonably disputed by
               CO-PROVIDER, and, it is later determined that no refund is due
               CO-PROVIDER, no interest shall be payable on the disputed amount.

               3.4 Late payment charges shall not be used as a "credit" to a
               deposit, if any, without the express approval of U S WEST.

               3.5 Unless specified otherwise in this Agreement, U S WEST shall
               bill all amounts due from CO-PROVIDER for each resold service in
               accordance with the terms and conditions as specified in the U S
               WEST tariff.

4.       TAXES

               4.1 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

                                                                         Page 15

<PAGE>

                                                                          Part A


               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.

5.       INTELLECTUAL PROPERTY

         5.1   Obligations of Party Requesting Access. As a condition to the
               access or use of patents, copyright, trade secrets, and other
               intellectual property (including software) owned or controlled by
               a third party to the extent necessary to implement this Agreement
               or specifically required by the then applicable federal and state
               rules and regulations relating to Interconnection and access to
               telecommunications facilities and services ("Third Party
               Intellectual Property"), the Party providing access may require
               the other, upon written notice from time to time, to obtain a
               license or permission for such access or use of Third Party
               Intellectual Property, make all payment, if any, in connection
               with obtaining such license, and provide evidence of such
               license.

          5.2  Obligations of Party Providing Access. The Party providing access
               shall provide a list of all known and necessary Third Party
               Intellectual Property applicable to the other Party, and, take
               all necessary and appropriate steps to facilitate the negotiation
               of any mandatory licenses. The treatment of third party licenses
               shall be in accordance with FCC rules and regulations and/or
               judicial determinations.

          5.3  Any intellectual property jointly developed in the course of
               performing this Agreement shall belong to both Parties who shall
               have the right to grant non-exclusive licenses to third parties
               except as otherwise designated in writing by one Party to
               another. 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 presently or hereafter
               owned, controlled or licensable by a Party, is granted to the
               other Party or shall be implied or arise by estoppel.

6.       SEVERABILITY

                    6.1  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

                                                                         Page 16

<PAGE>

                                                                          Part A

                    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.

7.       RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

                    7.1  CO-PROVIDER shall in no event be liable to U S WEST for
                    any costs whatsoever resulting from the presence or release
                    of any environmental hazard CO-PROVIDER did not introduce to
                    the affected work location. U S WEST 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 U S WEST, its contractors or
                    agents introduce to the work location, or (b) the presence
                    or release of any environmental hazard for which U S WEST is
                    responsible under applicable law.

                    7.2  U S WEST shall in no event be liable to CO-PROVIDER for
                    any costs whatsoever resulting from the presence or release
                    of any environmental hazard U S WEST did not introduce to
                    the affected work location. CO-PROVIDER shall, at U S WEST's
                    request, indemnify, defend, and hold harmless U S WEST, 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.

                    7.3  In the event any suspect materials within U S
                    WEST-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, not have any liability for, or in connection with,
                    any asbestos containing material. U S WEST agrees to
                    immediately notify CO-PROVIDER if U S WEST 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.

                    7.4  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.


8.       BRANDING(9),(10)

__________________________
(9) MCI Order at pg. 5, Issue 23

                                                                         Page 17

<PAGE>

                                                                          Part A


          8.1  U S WEST WILL OFFER CO-PROVIDER UNBRANDED DIRECTORY ASSISTANCE
               AND OPERATOR SERVICES.

          8.2  U S WEST WILL NOT BE REQUIRED TO REBRAND UNIFORMS AND VEHICLES.

          8.3  AT CO-PROVIDER'S REQUEST, U S WEST SHALL BE OBLIGATED TO PROVIDE
               BRANDING AND UNBRANDING OF SERVICES PROVIDED TO CO-PROVIDER
               CUSTOMERS PURSUANT TO THIS AGREEMENT IN A NONDISCRIMINATORY
               MANNER CONSISTENT WITH THE BRANDING OF SUCH SERVICES TO U S WEST
               CUSTOMERS.

          8.4  IF CO-PROVIDER REQUESTS THAT A SERVICE PROVIDED UNDER THIS
               AGREEMENT BE BRANDED AS AN CO-PROVIDER SERVICE AND U S WEST
               INFORMS CO-PROVIDER THAT SUCH BRANDING IS NOT AVAILABLE OR IF IT
               IS NOT PRACTICAL TO SO BRAND THE SERVICE, THEN U S WEST WILL
               OFFER CO-PROVIDER THE SERVICE ON AN UNBRANDED BASIS AT
               CO-PROVIDER'S REQUEST. IF CO-PROVIDER REQUESTS UNBRANDING OF A
               SERVICE UNDER SUCH CIRCUMSTANCES, U S WEST MUST UNBRAND THEIR OWN
               SERVICE.

          8.5  WITHOUT LIMITATION OF THE PROVISIONS OF SECTION 8.1 AND 8.2, IF
               U S WEST IS OFFERING A SERVICE ON AN UNBRANDED BASIS, U S WEST
               MAY BRAND SUCH SERVICE WITH THE U S WEST BRAND ONLY IF U S WEST
               ALSO OFFERS TO BRAND THE SERVICE WITH THE CO-PROVIDER BRAND.

          8.6  U S WEST shall provide, for CO-PROVIDER's review, the methods and
               procedures, training and approaches to be used by U S WEST to
               assure that U S WEST meets CO-PROVIDER's branding requirements.

          8.7  This Section 8 shall confer on U S WEST 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.

          8.8  At the request of CO-PROVIDER, and where technically feasible,
               U S WEST will rebrand Operator Services and Directory Assistance
               in CO-PROVIDER's name.

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 or its obligations under
               this Agreement and retains full control over the employment,
               direction, compensation and discharge of all employees
               assisting in the performance of such obligations. Each Party
               will be solely responsible for all matters relating to payment
               of such employees, including compliance with social security
               taxes, withholding taxes, and other payroll taxes with respect
               to their respective employees, as well as any taxes,
               contributions or other

__________________________
(10) Sections 8.3-8.5 pursuant to Final Arbitration Order at pg. 4, Issue A-1

                                                                         Page 18

<PAGE>

                                                                          Part A


                    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.

10.      REFERENCED DOCUMENTS

                    10.1 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, U S WEST 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, U S WEST practice, or
                    publication of industry standards, unless CO-PROVIDER elects
                    otherwise.

11.      PUBLICITY AND ADVERTISING

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

12.      EXECUTED IN COUNTERPARTS

                    12.1  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.

13.      HEADINGS NOT CONTROLLING

                                                                         Page 19

<PAGE>

                                                                          Part A


                    13.1 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.

14.      JOINT WORK PRODUCT

                    14.1 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.

15.      SURVIVAL

                    15.1 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.

16.      EFFECTIVE DATE

                    16.1 This Agreement shall become effective pursuant to
                    Sections 251 and 252 of the Act, on __________________.


17.      AMENDMENT OF AGREEMENT

                    17.1 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. If either Party desires an amendment to
                    this Agreement during the term of this Agreement, it shall
                    provide written notice thereof to the other Party describing
                    the nature of the requested amendment. If the Parties are
                    unable to agree on the terms of the amendment within thirty
                    (30) days after the initial request therefor, the Party
                    requesting the amendment may invoke the dispute resolution
                    process under Section 27 of this Part A of this Agreement to
                    determine the terms of any amendment to this Agreement.

18.      INDEMNIFICATION

                    18.1 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,
                    MISAPPROPRIATION OF A NAME OR LIKENESS, ACTUAL OR ALLEGED
                    INFRINGEMENT OR OTHER VIOLATION OR BREACH OF ANY PATENT,
                    COPYRIGHT, TRADEMARK, SERVICE MARK, TRADE NAME, TRADE DRESS,
                    TRADE SECRET OR ANY



                                                                         Page 20

<PAGE>

                                                                          Part A

                    OTHER INTELLECTUAL PROPERTY PRESENTLY EXISTING OR LATER
                    CREATED, 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. THE PARTY PROVIDING
                    ACCESS UNDER THIS AGREEMENT SHALL HAVE NO INDEMNIFICATION
                    OBLIGATION HEREUNDER FOR ANY LOSS, COST, CLAIM, LIABILITY,
                    DAMAGE OR EXPENSE ARISING ON ACCOUNT OF THIRD PARTY
                    INTELLECTUAL PROPERTY AFTER HAVING GIVEN WRITTEN NOTICE TO
                    THE OTHER PARTY OF THE THIRD PARTY INTELLECTUAL PROPERTY
                    PURSUANT TO SECTION 5 ABOVE.(11)

               18.2 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 18 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.

               18.2 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.

               18.4 The Indemnifying Party will not be liable under this Section
                    18 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 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.

19.      LIMITATION OF LIABILITY

         19.1       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.

         19.2       [Intentionally left blank for numbering consistency]

         19.3       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

__________________________
(11) AT&T Order at pg. 10, "Indemnification", Final Arbitration Order at p. 6

                                                                         Page 21

<PAGE>

                                                                          Part A

                  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; OR (III) UNDER THE CIRCUMSTANCES PRESENTED TO THE
                  ARBITRATOR, THE COMMISSION OR OTHER DECISION MAKER, AS THE
                  CASE MAY BE PURSUANT TO THE DISPUTE RESOLUTION PROCESS IN
                  SECTION 27, A PATTERN OF CONDUCT IS FOUND TO EXIST BY SUCH
                  ARBITRATOR, THE COMMISSION OR OTHER DECISION MAKER IN
                  VIOLATION OF A PARTY'S OBLIGATIONS UNDER THIS AGREEMENT THAT
                  JUSTIFIES AN AWARD OF CONSEQUENTIAL DAMAGES,(12) nor shall
                  anything contained in this section limit the Parties'
                  indemnification obligations, as specified above.

         19.4     Notwithstanding the provisions of Section 19.3, to the extent
                  that U S WEST tariffs contain limitations on liability,
                  CO-PROVIDER shall submit language for inclusion in its
                  Intrastate retail tariffs, that is substantially similar to
                  the limitation of liability language contained in U S WEST's
                  tariffs, and such limitations of liability shall govern for
                  Customer claims. In addition, notwithstanding the provisions
                  of Section 19.3, to the extent that the Commission's quality
                  of service rules provide for remedies to CO-PROVIDER or its
                  Customers for Customer claims, then those remedies shall
                  govern as to such claims.

20.      TERM OF AGREEMENT

20.1     This Agreement shall be effective upon Commission approval and shall
         remain in effect until June 26, 2001, 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. The
         Parties shall commence negotiations on a new agreement no later than
         one (1) year prior to the expiration of the term of this Agreement.
         Either Party may request resolution of open issues in accordance with
         the provisions of Section 27 of this Part A of this Agreement, Dispute
         Resolution, beginning nine (9) months prior to the expiration of this
         Agreement. Any disputes regarding the terms and conditions of the new
         interconnection agreement shall be resolved in accordance with said
         Section 27 and the resulting agreement shall be submitted to the
         Commission. This Agreement shall remain in effect until a new
         interconnection agreement approved by the Commission has become
         effective.

21.      GOVERNING LAW

                  21.1 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
                  Utah, without regard to its conflicts of laws principles,
                  shall govern.

22.      CANCELLATION CHARGES

__________________________
(12)  Final Arbitration Order at p. 7

                                                                         Page 22

<PAGE>

                                                                          Part A

                  22.1 Except as provided pursuant to a Bona Fide Request, or as
                  otherwise provided in any applicable tariff or contract
                  referenced herein, no cancellation charges shall apply.

23.      REGULATORY APPROVALS

                  23.1 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.

                  23.2 U S WEST shall provide CO-PROVIDER a summary describing
                  the proposed change(s) to each Telecommunication Service which
                  is available pursuant to this Agreement. U S WEST shall also
                  provide CO-PROVIDER a summary describing the proposed
                  change(s) of each intrastate and interstate tariff which
                  provides for an Interconnection, unbundled Network Element or
                  Ancillary Service that is available pursuant to this
                  Agreement. Such summaries shall be available through an
                  Internet Web page to be posted on the same day the proposed
                  change is filed with the Commission or the FCC or at least
                  thirty (30) days in advance of its effective date, whichever
                  is earlier.

                  23.3 In the event any governmental authority or agency orders
                  U S WEST 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.

                  23.4 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.

24.      COMPLIANCE

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

                  24.2 Each Party represents and warrants that any equipment,
                  facilities or services provided to the other Party under this
                  Agreement 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.

                  24.3 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

                                                                         Page 23

<PAGE>

                                                                          Part A

                  duly constituted governmental authorities with appropriate
                  jurisdiction, and this Agreement shall be implemented
                  consistent with the FCC Interconnection Order and any
                  applicable 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 or
                  Commission rules and regulations applicable to this Agreement
                  are held 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,
                  violate, or are either required or not required by the new
                  rule or regulation. [THE FOLLOWING UNDERLINED LANGUAGE IS FOR
                  THE CO-PROVIDER AGREEMENT ONLY] DURING THESE NEGOTIATIONS,
                  EACH PARTY WILL CONTINUE TO PROVIDE THE SAME SERVICES AND
                  ELEMENTS TO EACH OTHER AS ARE PROVIDED FOR UNDER THIS
                  AGREEMENT. PROVIDED, HOWEVER, THAT EITHER PARTY SHALL GIVE TEN
                  (10) BUSINESS DAYS NOTICE IF IT INTENDS TO CEASE ANY
                  DEVELOPMENT OF ANY NEW ELEMENT OR SERVICE THAT IS NOT AT THAT
                  TIME BEING PROVIDED PURSUANT TO THIS AGREEMENT. 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, including liability for non-compliance with the new
                  clause or the cost, if any, of performing activities no longer
                  required by the rule or regulation during the renegotiation of
                  the new clause under the applicable procedures set forth in
                  Section 27 herein.

25.      FORCE MAJEURE

                  25.1 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. No delay or other failure to perform
                  shall be excused pursuant to this Section 25 unless such delay
                  or failure and the 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 own operations. In the event of a labor dispute
                  or strike, 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 work
                  stoppage or labor dispute or strike. In the event of such
                  performance delay or failure by U S WEST, U S WEST agrees to
                  resume performance in a nondiscriminatory manner and not favor
                  its own provision of Telecommunications Services above that of
                  CO-PROVIDER.

26.      ESCALATION PROCEDURES

                                                                         Page 24

<PAGE>

                                                                          Part A

                  26.1 CO-PROVIDER and U S WEST 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 U S WEST agree to exchange up-to-date
                  lists as reasonably necessary.

27.      DISPUTE RESOLUTION

                  27.1 If any claim, controversy or dispute between the Parties,
                  their agents, employees, officers, directors or affiliated
                  agents ("Dispute") cannot be settled through negotiation, it
                  may be resolved by arbitration conducted by a single
                  arbitrator engaged in the practice of law, under the then
                  current rules of the American Arbitration Association ("AAA").
                  The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state
                  law, shall govern the arbitrability of all Disputes. The
                  arbitrator shall not have authority to award punitive damages.
                  All expedited procedures prescribed by the AAA rules shall
                  apply. The arbitrator's award shall be final and binding and
                  may be entered in any court having jurisdiction thereof and
                  shall be noticed to the Commission. The arbitrator shall
                  determine which Party or Parties will bear the costs of
                  arbitration, including apportionment, if appropriate. The
                  arbitration shall occur in Denver, Colorado and the governing
                  law shall be In accordance with Section 21.1 above.(13)

         27.2     In the event CO-PROVIDER and U S WEST are unable to agree on
                  certain issues during the term of this Agreement, the Parties
                  may identify such issues for arbitration before the
                  Commission. Only those points identified by the Parties for
                  arbitration will be submitted.(14)

         27.3     If a Dispute is submitted to arbitration pursuant to Section
                  27.1 above, the procedures described in this Section 27.3
                  shall apply, notwithstanding the then current rules of the
                  AAA. Discovery shall be controlled by the arbitrator and shall
                  be permitted to the extent set forth below. Each party may
                  submit in writing to a Party, and that Party shall so respond,
                  to an agreed amount of the following: interrogatories, demands
                  to produce documents, and requests for admission. Not less
                  than ten (10) days prior to the arbitration hearing, the
                  Parties shall exchange witness and exhibit lists. Deposition
                  discovery shall be controlled by the arbitrator. Additional
                  discovery may be permitted upon mutual agreement of the
                  Parties or the determination of the arbitrator. The
                  arbitration hearing shall be commenced within thirty (30) days
                  after a demand for arbitration by either Party and shall be
                  held in Denver, Colorado. The arbitrator shall control the
                  scheduling so as to process the matter expeditiously. The
                  Parties may submit written briefs. The arbitrator shall rule
                  on the dispute by issuing a written opinion within seven (7)
                  days after the close of the hearings. The times specified in
                  this section may be extended upon mutual agreement of the
                  Parties or by the arbitrator upon a showing of good cause. The
                  decision of the arbitrator shall be final and binding upon the
                  Parties and judgment upon the award rendered by the arbitrator
                  may be

__________________________
(13)  AT&T Order at p. 10, "Dispute Resolution"
(14)  AT&T Order at p. 10, "Dispute Resolution"

                                                                         Page 25

<PAGE>

                                                                          Part A

                  entered in a court having jurisdiction. The decision shall
                  also be submitted to the Commission.(15)

28.      NONDISCLOSURE

                  28.1 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.

                  28.2 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.

                  28.3 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.

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

                                    28.4.1 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

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

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

                                    28.4.4 is independently developed by an
                           employee, agent, or contractor of the Recipient which
                           individual is not involved in any manner with the
                           provision

__________________________
(15)  AT&T Order at p. 10, "Dispute Resolution"


                                                                         Page 26

<PAGE>

                                                                          Part A

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

                                    28.4.5 is approved for release by written
                           authorization of the Discloser or

                                    28.4.6 is 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, subject
                           to the right of the Discloser to seek a protective
                           order as provided in Section 28.5 below.

         28.5     For a period of ten (10) years 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. Not withstanding the foregoing, each Party shall
                  provide advance notice of three (3) Business Days to the other
                  of the intent to provide Proprietary information to a
                  governmental authority and the Parties shall cooperate with
                  each other in attempting to obtain a suitable protective
                  order. The Recipient agrees to comply with any protective
                  order that covers the Proprietary Information to be disclosed.

                  28.6 Each Party agrees that the Discloser would be irreparably
                  injured by a breach of this Section 28 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 28. Such remedies shall not be exclusive but shall be
                  in addition to all other remedies available at law or in
                  equity.

                  28.7 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.

                  28.8 Except as otherwise expressly provided in this Section
                  28, 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.

                                                                         Page 27

<PAGE>

                                                                          Part A

                  28.9 Effective Date Of This Section. Notwithstanding any other
                  provision of this Agreement, the Proprietary Information
                  provisions of this Agreement shall apply to all Proprietary
                  Information furnished by either Party with a claim of
                  confidentiality or proprietary nature at any time.

29.      NOTICES

                  29.1 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) 376-4400
         Fax:     (612)376-4411

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

         To U S WEST:

         Director-- Interconnection Compliance
         1801 California Street, Room 2410
         Denver, CO 80202

         Copy to:          U S WEST, Communications, Inc..
                           General Counsel, Law Dept.
                           1801 California, 49th Floor
                           Denver, Colorado 80202

                  29.2 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 29.

30.      ASSIGNMENT

                                                                         Page 28

<PAGE>

                                                                          Part A

                  30.1 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 that each Party may assign
                  this Agreement to an 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 30 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.

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

                  30.3 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.

31.      WARRANTIES

                  31.1 U S WEST shall conduct all activities and interfaces
                  which are provided for under this Agreement with CO-PROVIDER
                  Customers in a carrier-neutral, nondiscriminatory manner.

                  31.2 U S WEST warrants that it has provided, and during the
                  term of this Agreement it will continue to provide, to
                  CO-PROVIDER true and complete copies of all material
                  agreements in effect between U S WEST and any third party
                  (including Affiliates) providing any services to CO-PROVIDER
                  on behalf of or under contract to U S WEST in connection with
                  U S WEST's performance of this Agreement, or from whom U S
                  WEST has obtained licenses or other rights used by U S WEST to
                  perform its obligations under this Agreement, provided,
                  however, that U S WEST may provide such agreements under
                  appropriate protective order.

32.      DEFAULT

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

                                    32.1.1 if such material breach is for
                           non-payment of amounts due hereunder pursuant to
                           Section 3.2 of Part A of this Agreement, the
                           breaching Party shall cure such breach within thirty
                           (30) calendar 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

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                                                                          Part A

                           or set off shall not be deemed "amounts due
                           hereunder" for the purpose of this provision.

                                    32.1.2 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) calendar 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 Subsection 32.1.2 may be
                           given electronically or by facsimile, provided that a
                           hard copy or original of such notice is sent by
                           overnight delivery service.

                                    32.1.3 if such material breach is for any
                           other failure to perform in accordance with this
                           Agreement, the breaching Party shall cure such breach
                           to the non-breaching Party's reasonable satisfaction
                           within forty-five (45) calendar 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.

         32.2     CO-PROVIDER may terminate this Agreement in whole at any time
                  only for cause upon sixty (60) calendar days' prior written
                  notice. CO-PROVIDER's sole liability shall be payment of
                  amounts due for services provided or obligations assumed up to
                  the date of termination.

                  32.3 In the event of any termination under this Section 32, U
                  S WEST and CO-PROVIDER agree to cooperate to provide for an
                  uninterrupted transition of services to CO-PROVIDER or another
                  vendor designated by CO-PROVIDER to the extent that U S WEST
                  has the ability to provide such cooperation.

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

33.      REMEDIES

                  33.1 In the event U S WEST fails to switch a subscriber to
                  CO-PROVIDER service as provided in this Agreement, U S WEST
                  shall reimburse CO-PROVIDER in an amount equal to all fees
                  paid by such subscriber to U S WEST 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.

                  33.2 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

                                                                         Page 30

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                                                                          Part A



                  of one or more remedies shall not bar use of any other remedy
                  for the purpose of enforcing the provisions of this Agreement.

34.      WAIVERS

                  34.1 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.

                  34.2 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.

                  34.3 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.

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

35.      NO THIRD PARTY BENEFICIARIES

                  35.1 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.

36.      PHYSICAL SECURITY

         36.1     U S WEST shall exercise the same degree of care to prevent
                  harm or damage to CO-PROVIDER or its employees, agents or
                  subscribers, or its property as U S WEST provides itself.
                  CO-PROVIDER shall exercise the same degree of care to ensure
                  the security of its equipment physically collocated within U S
                  WEST's space as CO-PROVIDER provides such security to itself.

                           36.1.1 U S WEST will restrict access to approved
                           personnel to U S WEST's buildings. CO-PROVIDER is
                           responsible for the action of its employees and other
                           authorized non-CO-PROVIDER personnel; U S WEST is
                           responsible for the action of its employees and other
                           authorized non-U S WEST personnel.

                  36.1.2   U S WEST will furnish to CO-PROVIDER the current
                           name(s) and telephone number(s) of those central
                           office supervisor(s) where a physical Collocation
                           arrangement exists. The central office supervisor(s)
                           will be the only U S WEST employee(s) with access to
                           CO-PROVIDER Collocation space.

                           36.1.3 U S WEST will comply at all times with U S
                           WEST security and safety procedures at the individual
                           central office locations where CO-PROVIDER has

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                                                                          Part A

                           physical Collocation arrangements. The Parties will
                           cooperate to analyze security procedures of each
                           company to evaluate ways in which security procedures
                           of U S WEST may be enhanced.

                  36.1.4   U S WEST will allow CO-PROVIDER to inspect or observe
                           its physical spaces which house or contain
                           CO-PROVIDER equipment or equipment enclosures at any
                           time upon completion of the physical Collocation
                           quotation. Upon completion of the build out of the
                           physical space, U S WEST will furnish CO-PROVIDER
                           with all keys, entry codes, lock combinations, or
                           other materials or information which may be needed to
                           gain entry via direct access to CO-PROVIDER's
                           physical space.

                                    36.1.5 U S WEST agrees to logically
                           partition any U S WEST owned access device systems,
                           whether biometric or card reader, or types which are
                           encoded identically or mechanical coded locks on
                           external and or internal doors to spaces which house
                           CO-PROVIDER equipment.

                                    36.1.6 U S WEST agrees to limit the keys
                           used in its keying systems for spaces which contain
                           CO-PROVIDER equipment to the U S WEST supervisor for
                           the specific facility to emergency access only.
                           CO-PROVIDER shall further have the right to change
                           locks where deemed necessary for the protection and
                           security of its physical spaces and will provide the
                           U S WEST supervisor with the current key.

                                    36.1.8 U S WEST shall control unauthorized
                           access from passenger and freight elevators, elevator
                           lobbies and spaces which contain or house CO-PROVIDER
                           equipment or equipment space in the same manner as U
                           S WEST provides such control for itself.

                                    36.1.9 U S WEST will provide notification to
                           designated CO-PROVIDER personnel to indicate an
                           actual or attempted security breach of CO-PROVIDER
                           physical space in the same time frame as U S WEST
                           provides such notification to itself.

37.      NETWORK SECURITY

         37.1     U S WEST shall provide an appropriate and sufficient back-up
                  and recovery plan to be used in the event of a system failure
                  or emergency.

                  37.2 U S WEST shall install controls to (a) disconnect a user
                  for a pre-determined period of inactivity on authorized ports;
                  (b) protect subscriber proprietary information; and (c) ensure
                  both ongoing operational and update integrity.

                  37.3 Each Party shall be responsible for the security
                  arrangements on its side of the network to the Point of
                  Interconnection. The Parties shall jointly cooperate to
                  analyze network security procedures and cooperate to ensure
                  the systems, access and devices are appropriately secured and
                  compatible.

38.      REVENUE PROTECTION


                                                                         Page 32

<PAGE>

                                                                          Part A


                  38.1 U S WEST shall make available to CO-PROVIDER all present
                  and future fraud prevention or revenue protection features
                  that U S WEST provides to itself or others. These features
                  include, but are not limited to, operator screening codes,
                  information digits assigned such as information digits `29'
                  and `70' which indicate prison and COCOT payphone originating
                  line types respectively. In accordance with the requirements
                  established by the FCC, call blocking of domestic,
                  international blocking for business and residence, 900,
                  NPA-976, and specific line numbers. U S WEST shall
                  additionally provide partitioned access to fraud prevention,
                  detection and control functionality within pertinent
                  Operations Support Systems ("OSS") which include, but are not
                  limited to, Line Information Data Base Fraud monitoring
                  systems.

                  38.2 Uncollectible or unbillable revenues resulting from, but
                  not confined to, provisioning, maintenance, or signal network
                  routing errors shall be the responsibility of the Party
                  causing such error.

                  38.3 Uncollectible or unbillable revenues resulting from the
                  accidental or malicious alteration of software underlying
                  Network Elements or their subtending operational support
                  systems by unauthorized third parties shall be the
                  responsibility of the Party having administrative control of
                  access to said Network Element or operational support system
                  software.

                           38.4 Each Party shall be responsible for any
                  uncollectible or unbillable revenues resulting from the
                  unauthorized use of facilities under its control or services
                  it provides, including clip-on fraud.

                  38.5 The Parties shall work cooperatively to minimize fraud
                  associated with third-number billed calls, calling card calls,
                  and any other services related to this Agreement.

39.      LAW ENFORCEMENT INTERFACE

                  39.1 U S WEST shall provide all necessary assistance to
                  facilitate the execution of wiretap or dialed number recorder
                  orders from law enforcement authorities.

40.      COLLOCATION

         40.1     GENERAL DESCRIPTION

                  40.1.1   "Collocation" means an arrangement whereby
                           CO-PROVIDER's facilities are terminated in its
                           equipment necessary for Interconnection or for access
                           to Network Elements on an unbundled basis which has
                           been installed and maintained at U S WEST's Premises.
                           Collocation may be "physical" or "virtual." In
                           "Physical Collocation," CO-PROVIDER installs and
                           maintains its own equipment U S WEST's Premises
                           consistent with Section 40.3 of Part A of this
                           Agreement. In "Virtual Collocation," U S WEST
                           installs and maintains its equipment in U S WEST's
                           Premises consistent with Section 40.3 of Part A of
                           this Agreement.

                           40.1.1.1 CO-PROVIDER MAY COLLOCATE TRANSMISSION
                                    EQUIPMENT (INCLUDING DIGITAL CROSS CONNECT
                                    SYSTEMS AND REMOTE SWITCHING UNITS (RSU))

                                                                         Page 33

<PAGE>

                                                                          Part A

                                    TO TERMINATE BASIC TRANSMISSION FACILITIES.
                                    NOTHING IN THIS AGREEMENT REQUIRES U S WEST
                                    TO PERMIT COLLOCATION OF EQUIPMENT USED TO
                                    PROVIDE ENHANCED SERVICES. CO-PROVIDER SHALL
                                    NOT USE RSUS TO ENABLE THE BYPASSING OF
                                    SWITCHED ACCESS CHARGES.(16)

                  40.1.2   Collocation is offered for network interconnection
                           between the Parties. CO-PROVIDER may cross connect to
                           other collocated parties via facilities provided by U
                           S WEST, provided that CO-PROVIDER's collocated
                           equipment is also used for Interconnection with U S
                           WEST or access to U S WEST's unbundled Network
                           Elements.(17)

                  40.1.3   CO-PROVIDER is responsible for bringing its own or
                           leased facilities to the U S WEST-designated Point of
                           Interface ("P01"). U S WEST will extend CO-PROVIDER's
                           facilities from the P01 to the cable vault within the
                           wire center. If necessary, U S WEST may bring the
                           facilities into compliance with U S WEST internal
                           fire code standards and extend the facilities to the
                           collocated space.

                  40.1.4   CO-PROVIDER will be provided two (2) points of entry
                           into the U S WEST wire center only when there are at
                           least two (2) existing entry points for U S WEST
                           cable and when there are vacant entrance ducts in
                           both.

                   40.1.5   CO-PROVIDER must identify what equipment will be
                            installed, to allow for U S WEST to use this
                            information in engineering the power, floor loading,
                            heat release, environmental participant level, and
                            HVAC.

                  40.1.6   [Intentionally left blank for numbering consistency]

                  40.1.7   EXPANDED INTERCONNECTION CHANNEL TERMINATION (EICT).
                           TELECOMMUNICATIONS INTERCONNECTION BETWEEN
                           CO-PROVIDER'S COLLOCATED EQUIPMENT AND U S WEST'S
                           NETWORK MAY BE ACCOMPLISHED VIA AN EXPANDED
                           INTERCONNECTION CHANNEL TERMINATION (EICT). THIS
                           ELEMENT CAN BE AT THE DS-3, DS-1, DS-0, OR ANY OTHER
                           TECHNICALLY FEASIBLE LEVEL, SUBJECT TO NETWORK
                           DISCLOSURE REQUIREMENTS OF THE FCC, DEPENDING ON THE
                           U S WEST SERVICE TO WHICH IT IS CONNECTED. THE TERMS
                           AND CONDITIONS OF THE TARIFF FOR EICT ARE
                           INCORPORATED ONLY TO THE EXTENT THAT THEY ARE AGREED
                           TO BY THE PARTIES. WITHIN NINETY (90) DAYS (OR OTHER
                           ACCEPTABLE TIME AGREED TO BY THE PARTIES) AFTER A
                           REQUEST BY CO-PROVIDER, THE PARTIES WILL MEET TO
                           REVIEW THE TARIFF AND SEEK RESOLUTION ON DISAGREED
                           ITEMS.(18)

                  40.1.8   Consistent with U S WEST's internal practice, within
                           ten (10) Business Days of CO-PROVIDER's request for
                           any space, U S WEST shall provide information
                           available to it regarding the environmental
                           conditions of the space provided for placement of
                           equipment and interconnection, including, but not
                           limited to, the existence and condition of asbestos,
                           lead paint, hazardous substance contamination, or
                           radon. Information is considered "available" under
                           this

__________________________
(16)  Per UT AT&T Order, p. 7 and UT MCIm Order, pg. 10 Issue 32
(17)  MCI Order at pg. 2, "Issue 12," first sentence
(18)  MCI Order at pp. 2-3, "Issue 12, second sentence. Supersedes UT
Commission Agreeement, Att. 4, Section 2.1.2

                                                                         Page 34



<PAGE>

                                                                          Part A

                           Agreement if it is in U S WEST's possession or files,
                           or the possession of an agent, contractor, employee,
                           lessor, or tenant of U S WEST's that holds such
                           information on U S WEST's behalf.

                  40.1.9   U S WEST shall allow CO-PROVIDER to perform any
                           environmental site investigations, including, but not
                           limited to, asbestos surveys, which CO-PROVIDER deems
                           to be necessary in support of its Collocation needs.
                           CO-PROVIDER shall advise U S WEST in writing of its
                           intent to conduct such investigation, and shall
                           receive written approval from U S WEST to proceed.
                           CO-PROVIDER shall indemnify U S WEST according to
                           Section 18 of Part A to this Agreement for any loss
                           or claim for damage suffered by U S WEST as a result
                           of CO-PROVIDER's actions during any site inspection.

                  40.1.10  If the space provided for the placement of equipment,
                           interconnection, or provision of service contains
                           environmental contamination or hazardous material,
                           particularly, but not limited to, asbestos, lead
                           paint or radon, which makes the placement of such
                           equipment or interconnection hazardous, U S WEST
                           shall offer an alternative space, if available, for
                           CO-PROVIDER's consideration.

         40.2     VIRTUAL COLLOCATION

                  40.2.1   U S WEST shall provide virtual collocation for the
                           purpose of Interconnection or access to unbundled
                           Network Elements subject to the rates, terms and
                           conditions of this Agreement.

                  40.2.2   Upon mutual agreement, CO-PROVIDER will have physical
                           access to the U S WEST wire center building pursuant
                           to a virtual collocation arrangement.

                  40.2.3   CO-PROVIDER will be responsible for obtaining and
                           providing to U S WEST administrative codes, e.g.,
                           common language codes, for all equipment specified by
                           CO-PROVIDER and installed in wire center buildings.

                  40.2.4   CO-PROVIDER will be responsible for payment of
                           training of U S WEST employees for the maintenance,
                           operation and installation of CO-PROVIDER's virtually
                           collocated equipment when that equipment is different
                           than the equipment used by U S WEST. Training
                           conditions are further described in the Virtual
                           Collocation Rate Element section following.

                  40.2.5   CO-PROVIDER will be responsible for payment of
                           reasonable charges incurred as a result of agreed
                           upon maintenance and/or repair of CO-PROVIDER's
                           virtually collocated equipment.

                  40.2.6   U S WEST does not guarantee the reliability of
                           CO-PROVIDER's virtually collocated equipment, but U S
                           WEST is responsible for proper installation,
                           maintenance and repair of such equipment, including
                           the change out of electronic cards provided by
                           CO-PROVIDER.

                  40.2.7   CO-PROVIDER is responsible for ensuring the
                           functionality and interoperability of virtually
                           collocated SONET equipment provided by different
                           manufacturers.

                                                                         Page 35



<PAGE>

                                                                          Part A

                  40.2.8   CO-PROVIDER, as bailor, will transfer possession of
                           CO-PROVIDER's virtually collocated equipment to U S
                           WEST, as bailee, for the sole purpose of providing U
                           S WEST with the ability to install, maintain and
                           repair CO-PROVIDER's virtually collocated equipment.
                           Title to the CO-PROVIDER virtually collocated
                           equipment shall not pass to U S WEST.

                  40.2.9   CO-PROVIDER shall ensure that upon receipt by U S
                           WEST of CO-PROVIDER's virtually collocated equipment,
                           CO-PROVIDER will make available all access to ongoing
                           technical support to U S WEST, as available under the
                           equipment warranty or other terms and conditions, all
                           at CO-PROVIDER's expense. CO-PROVIDER shall advise
                           the manufacturer and seller of the virtually
                           collocated equipment that it will be installed,
                           maintained and repaired by U S WEST.

                  40.2.10  CO-PROVIDER's virtually collocated equipment must
                           comply with the Bellcore Network Equipment Building
                           System (NEBS) Generic Equipment Requirements
                           TR-NWT-000063, electromagnetic compatibility (EMC)
                           per GR-1 089-CORE, Company wire center environmental
                           and transmission standards and any statutory (local,
                           state or federal) and/or regulatory requirements, all
                           of the foregoing which may be in effect at the time
                           of equipment installation or which may subsequently
                           become effective. CO-PROVIDER shall provide U S WEST
                           interface specifications (e.g., electrical,
                           functional, physical and software) of CO-PROVIDER's
                           virtually collocated equipment.

                  40.2.11  CO-PROVIDER must specify all software options and
                           associated plug-ins for its virtually collocated
                           equipment.

                  40.2.12  CO-PROVIDER is responsible for purchasing and
                           maintaining a supply of spares. Upon failure of the
                           CO-PROVIDER virtually collocated equipment,
                           CO-PROVIDER is responsible for transportation and
                           delivery of maintenance spares to U S WEST at the
                           wire center housing the failed equipment.

                  40.2.13  Where CO-PROVIDER is virtually collocated in a
                           premises which was initially prepared for virtual
                           Collocation, CO-PROVIDER may elect to retain its
                           virtual Collocation in that premises and expand that
                           virtual Collocation according to the rates, terms and
                           conditions of this Agreement.

         40.3     PHYSICAL COLLOCATION

                  40.3.1   U S WEST SHALL PROVIDE TO CO-PROVIDER PHYSICAL
                           COLLOCATION OF EQUIPMENT NECESSARY FOR
                           INTERCONNECTION OR FOR ACCESS TO UNBUNDLED NETWORK
                           ELEMENTS, EXCEPT THAT U S WEST SHALL PROVIDE FOR
                           VIRTUAL COLLOCATION WHERE SPACE IS AVAILABLE OR
                           EXPANSION OR REARRANGEMENT IS POSSIBLE IF U S WEST
                           DEMONSTRATES TO THE COMMISSION THAT PHYSICAL
                           COLLOCATION IS NOT PRACTICAL FOR TECHNICAL REASONS OR
                           BECAUSE OF SPACE LIMITATIONS, AS PROVIDED IN SECTION
                           251(C)(6) OF THE ACT.(19) CO-PROVIDER shall pay a
                           prorated amount for expansion of said space. U S WEST
                           shall provide such collocation for the purpose of
                           Interconnection or access to unbundled Network
                           Elements, except as otherwise mutually agreed to in
                           writing

__________________________
(19)  MCI Order at pg. 10, Issue 31, first sentence


                                                                         Page 36

<PAGE>

                                                                          Part A

                           by the Parties or as required by the FCC or the
                           Commission subject to the rates, terms and conditions
                           of this Agreement.

                           40.3.1.1. U S WEST shall permit CO-PROVIDER to use
                                    vendors for all required engineering and
                                    installation services associated with its
                                    collocated equipment which are being
                                    collocated by CO-PROVIDER pursuant to this
                                    Agreement. Within one hundred and twenty
                                    (120) days a request by CO-PROVIDER, U S
                                    WEST and CO-PROVIDER shall compose and agree
                                    on a list of approved vendors and/or agree
                                    on minimum qualifications for such
                                    contractors consistent with industry
                                    standards, such agreement not to be
                                    unreasonably withheld. In the event such
                                    agreement cannot be reached and the dispute
                                    resolution process outlined in Section 27
                                    above has not concluded on the issue of
                                    approved vendors, the list of approved
                                    vendors maintained by U S WEST as of the
                                    Effective Date of this Agreement shall be
                                    the default list until the conclusion of the
                                    dispute resolution process.

                  40.3.2   Where CO-PROVIDER is virtually collocated in a
                           premises which was initially prepared for virtual
                           Collocation, CO-PROVIDER may elect, unless it is not
                           practical for technical reasons or because of space
                           limitations, to convert its virtual Collocation to
                           physical Collocation at such premises in which case
                           CO-PROVIDER shall coordinate the construction and
                           rearrangement with U S WEST of its equipment (IDLC
                           and transmission) and circuits for which CO-PROVIDER
                           shall pay U S WEST at applicable rates, and pursuant
                           to the other terms and conditions in this Agreement.
                           In addition, all applicable physical Collocation
                           recurring charges shall apply.

                  40.3.3   CO-PROVIDER will be allowed access to the P01 on
                           non-discriminatory terms. CO-PROVIDER owns and is
                           responsible for the installation, maintenance and
                           repair of its equipment located within the space
                           rented from U S WEST.

                  40.3.4   CO-PROVIDER MUST USE LEASED SPACE AS SOON AS
                           REASONABLY POSSIBLE AND IN NO EVENT LATER THAN 60
                           (SIXTY) DAYS FROM THE COMPLETION OF CONSTRUCTION OF
                           THE COLLOCATED SPACE(20), and may not warehouse space
                           for later use or sublease to another provider.
                           Physical Collocation is offered on a space-available,
                           first-come, first-served basis.(21)

                  40.3.5   The minimum standard leasable amount of floor space
                           is one hundred (100) square feet. CO-PROVIDER must
                           efficiently use the leased space and no more than
                           fifty percent (50%) of the floor space may be used
                           for storage cabinets and work surfaces. CO-PROVIDER
                           and U S WEST may negotiate other storage arrangements
                           on a case-by-case basis. CO-PROVIDER may store spares
                           within its collocated space.

                  40.3.6   CO-PROVIDER's leased floor space will be separated
                           from other competitive providers and U S WEST space
                           through cages or hard walls. CO-PROVIDER

__________________________
(20)  Final Arbitration Order at pg. 9
(21)  AT&T Order at p. 8, 1st full paragraph


                                                                         Page 37

<PAGE>

                                                                          Part A

                           may elect to have U S WEST construct the cage, or
                           choose from U S WEST approved contractors to
                           construct the cage, meeting U S WEST's installation
                           Technical Publication 77350. Any deviation to
                           CO-PROVIDER's request must be approved.

                  40.3.7   The following standard features will be provided by U
                           S WEST:

                           (a)      Heating, ventilation and air conditioning.

                           (b)      Smoke/fire detection and any other building
                                    code requirement.

                  40.3.8   U S WEST Responsibilities

                           (a)      Design the floor space within each location
                                    which will constitute CO-PROVIDER's leased
                                    space.

                           (b)      Ensure that the necessary construction work
                                    is performed on a timely basis to build
                                    CO-PROVlDER's leased physical space and the
                                    riser from the vault to the leased physical
                                    space.

                           (c)      Develop a quotation specific to
                                    CO-PROVIDER's request.

                           (d)      Extend U S WEST-provided and owned fiber
                                    optic cable, from the P01 through the cable
                                    vault and extend the cable to CO-PROVIDER's
                                    leased physical space or place the cable in
                                    fire retardant tubing prior to extension to
                                    CO-PROVIDER's leased physical space.

                           (e)      Installation and maintenance and all related
                                    activity necessary to provide Channel
                                    Termination between U S WEST's and
                                    CO-PROVIDER's equipment.

                           (f)      Work cooperatively with CO-PROVIDER in
                                    matters of joint testing and maintenance.

                  40.3.9   CO-PROVIDER Responsibilities

                           (a)      Determine the type of enclosure for the
                                    physical space.

                           (b)      Procure, install and maintain fiber optic
                                    facilities up to the U S WEST designated
                                    P01.

                           (c)      Provide for installation, maintenance,
                                    repair and service of all CO-PROVIDER's
                                    equipment located in the leased physical
                                    space.

                           (d)      Ensure that all equipment installed by
                                    CO-PROVIDER complies with Bellcore Network
                                    Equipment Building System Generic Equipment
                                    requirements, U S WEST environmental and
                                    transmission standards, and any statutory
                                    (local, federal, or state) or regulatory
                                    requirements in effect at the time of
                                    equipment installation or that subsequently
                                    become effective.

                                                                         Page 38

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                                                                          Part A

                  40.3.10  The installation of any interconnection service will
                           be coordinated between the Parties so that
                           CO-PROVIDER may utilize those services once
                           CO-PROVIDER has accepted its leased physical space.

                  40.3.11  If, at any time, U S WEST reasonably determines that
                           the equipment or the installation does not meet
                           standard industry requirements, such failure being
                           due to actions of CO-PROVIDER or its agents,
                           CO-PROVIDER will be responsible for the costs
                           associated with the removal, modification to, or
                           installation of the equipment to bring it into
                           compliance. If CO-PROVIDER fails to correct any
                           non-compliance within thirty (30) calendar days or as
                           soon as reasonably practical after the receipt of
                           written notice of non-compliance, U S WEST may have
                           the equipment removed or the condition corrected at
                           CO-PROVIDER's expense.

                  40.3.12  If, during installation, U S WEST reasonably
                           determines that CO-PROVIDER activities or equipment
                           are unsafe, non-industry standard or in violation of
                           any applicable laws or regulations, U S WEST has the
                           right to stop work until the situation is remedied.
                           If such conditions pose an immediate threat to the
                           safety of personnel, interfere with the performance
                           of U S WEST's service obligations, or pose an
                           immediate threat to the physical integrity of the
                           conduit system or the cable facilities, U S WEST may
                           perform such work and/or take action as is necessary
                           to correct the condition at CO-PROVIDER's expense.

                  40.3.13  U S WEST shall provide basic telephone service with a
                           connection jack as requested by CO-PROVIDER from U S
                           WEST for the collocated space. Upon CO-PROVIDER's
                           request and following the normal provisioning
                           process, this service shall be available at the
                           CO-PROVIDER collocated space on the day the space is
                           turned over to CO-PROVIDER by U S WEST.

                  40.3.14  Where available, U S WEST shall provide access to
                           eyewash stations, bathrooms, and drinking water
                           within the collocated facility on a twenty-four (24)
                           hours per day, seven (7) days per week basis for
                           CO-PROVIDER personnel and its designated agents.

                  40.3.15  U S WEST shall provide CO-PROVIDER with written
                           notice five (5) Business Days prior to those
                           instances where U S WEST or its subcontractors may be
                           performing work that could reasonably potentially
                           affect CO-PROVIDER's service. U S WEST will make
                           reasonable efforts to inform CO-PROVlDER by telephone
                           of any emergency related activity prior to the start
                           of the activity that U S WEST or its subcontractors
                           may be performing that could reasonably potentially
                           affect CO-PROVIDER's service, so that CO-PROVIDER can
                           take any action required to monitor or protect its
                           service.

                  40.3.16  U S WEST shall provide information regarding the
                           location, type, and cable termination requirements
                           (i.e., connector type, number and type of pairs, and
                           naming convention) for U S WEST point of termination
                           to CO-PROVIDER within five (5) Business Days of
                           CO-PROVIDER's acceptance of U S WEST's quote for
                           collocated space.

                                                                         Page 39
<PAGE>

                  40.3.17  U S WEST shall provide the dimensions for CO-PROVIDER
                           outside plant fiber ingress and egress into
                           CO-PROVIDER collocated space within five (5) Business
                           Days of CO-PROVIDER's acceptance of U S WEST's quote
                           for collocated space.

                  40.3.18  U S WEST shall provide the sizes and number of power
                           feeders for the collocated space to CO-PROVIDER
                           within ten (10) Business Days of CO-PROVIDE R's
                           acceptance of U S WEST's quote for collocated space.

                  40.3.19  U S WEST shall provide positive confirmation to
                           CO-PROVIDER when construction of CO-PROVIDER
                           collocated space is fifty percent (50%) completed.
                           This confirmation shall also include confirmation of
                           the scheduled completion and turnover dates.

                  40.3.20  [Intentionally left blank for numbering consistency]

                  40.3.21  With the exception of Subparagraph (b) below, U S
                           WEST shall provide the following information to
                           CO-PROVIDER within five (5) Business Days or as
                           reasonably necessary upon receipt of a written
                           request from CO-PROVlDER:

                           (a)      additional work restriction guidelines.

                           (b)      U S WEST or industry technical publication
                                    guidelines that impact the design of U S
                                    WEST collocated equipment, unless such
                                    documents are already in the possession of
                                    CO-PROVIDER. The following U S WEST
                                    Technical Publications provide information
                                    regarding central office equipment and
                                    collocation guidelines:

                                    77350    Central Office Telecommunications
                                             Equipment Installation and Removal
                                             Guidelines
                                    77351    Central Office Telecommunications
                                             Equipment Engineering Standards
                                    77355    Grounding - Central Office and
                                             Remote Equipment Environment
                                    77386    Expanded Interconnection and
                                             Collocation for Private Line
                                             Transport and Switched Access
                                             Services

                                    CO-PROVIDER may obtain the above documents
                                    from:

                                             Faison Office Products Company
                                             3251 Revere St., Suite 200
                                             Aurora, Colorado 80011
                                             (303) 340-3672

                           (c)      appropriate U S WEST contacts (names and
                                    telephone numbers) for the following areas:

                                             Engineering
                                             Physical & Logical Security
                                             Provisioning

                                                                         Page 40

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                                                                          Part A

                                             Billing
                                             Operations
                                             Site and Building Managers
                                             Environmental and Safety

                           (d)      escalation process for the U S WEST
                                    employees (names, telephone numbers and the
                                    escalation order) for any disputes or
                                    problems that might arise pursuant to
                                    CO-PROVIDER's collocation.

                  40.3.22  Power as referenced in this Agreement refers to any
                           electrical power source supplied by U S WEST for
                           CO-PROVIDER equipment. U S WEST will supply power to
                           support CO-PROVIDER equipment at equipment specific
                           DC and AC voltages. At a minimum, U S WEST shall
                           supply power to CO-PROVIDER at parity with that
                           provided by U S WEST to itself. If U S WEST
                           performance, availability or restoration falls below
                           industry standards, U S WEST shall bring itself into
                           compliance with such industry standards as soon as
                           technologically feasible.

                           (a)      Central office power supplied by U S WEST
                                    into the CO-PROVIDER equipment area, shall
                                    be supplied in the form of power feeders
                                    (cables) on cable racking into the
                                    designated CO-PROVIDER equipment area. The
                                    power feeders (cables) shall efficiently and
                                    economically support the requested quantity
                                    and capacity of CO-PROVIDER equipment. The
                                    termination location shall be mutually
                                    agreed upon by the Parties.

                           (b)      U S WEST power equipment supporting
                                    CO-PROVIDER's equipment shall:

                                    i.       comply with applicable industry
                                             standards (e.g., Bellcore, NEBS,
                                             IEEE, UL, and NEC) or
                                             manufacturer's equipment power
                                             requirement specifications for
                                             equipment installation, cabling
                                             practices, and physical equipment
                                             layout;

                                    ii.      have redundant power feeds with
                                             physical diversity and battery
                                             back-up as required by the
                                             equipment manufacturer's
                                             specifications for CO-PROVIDER
                                             equipment, or, at minimum, at
                                             parity with that provided for
                                             similar U S WEST equipment at that
                                             location;

                                   iii.      provide central office ground,
                                             connected to a ground electrode
                                             located within the CO-PROVIDER
                                             collocated space, at a level above
                                             the top of CO-PROVIDER equipment
                                             plus or minus two (2) feet to the
                                             left or right of CO-PROVIDER's
                                             final request;

                                    iv.      provide an installation sequence
                                             and access that will allow
                                             installation efforts in parallel
                                             without jeopardizing personnel
                                             safety or existing services of
                                             either Party;

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                                                                          Part A

                                    v.       provide cabling that adheres to
                                             Bell Communication Research
                                             (Bellcore) Network
                                             Equipment-Building System (NEBS)
                                             standards TR-EOP-000063;

                                    vi.      provide Lock Out-Tag Out and other
                                             electrical safety procedures and
                                             devices in conformance with the
                                             most stringent of OSHA or industry
                                             guidelines; and

                                    vii.     ensure that installed equipment
                                             meets Belicore specifications.

         40.4     COLLOCATION RATE ELEMENTS

                  40.4.1   COMMON RATE ELEMENTS

                  The following rate elements are common to both virtual and
                  physical collocation:

                  (a)      Quote Preparation Fee. This covers the work involved
                           in developing a quotation for CO-PROVIDER for the
                           total costs involved in its collocation request.

                  (b)      Entrance Facility. Provides for fiber optic cable on
                           a per two (2) fiber increment basis from the point of
                           interconnection utilizing U S WEST owned,
                           conventional single mode type of fiber optic cable to
                           the collocated equipment (for virtual collocation) or
                           to the leased space (for physical collocation).
                           Entrance facility includes riser, fiber placement,
                           entrance closure, conduit/innerduct, and core
                           drilling.

                  (c)      Cable Splicing. Represents the labor and equipment to
                           perform a subsequent splice to the CO-PROVIDER
                           provided fiber optic cable after the initial
                           installation splice. Includes a per-setup and a
                           per-fiber-spliced rate elements.

                  (d)      48 Volt Power. Provides 48 volt power to the
                           CO-PROVIDER collocated equipment. Charged on a per
                           ampere basis.

                  (e)      48 Volt Power Cable. Provides for the transmission of
                           -48 Volt DC power to the collocated equipment. It
                           includes engineering, furnishing and installing the
                           main distribution bay power breaker, associated power
                           cable, cable rack and local power bay to the closest
                           power distribution bay. It also includes the power
                           cable (feeders) A and B from the local power
                           distribution bay to the leased physical space (for
                           physical collocation) or to the collocated equipment
                           (for virtual collocation).

                  (f)      Inspector Labor. Provides for the U S WEST qualified
                           personnel necessary when CO-PROVIDER requires access
                           to the P01 after the initial installation or access
                           to its physical collocation floor space, where an
                           escort is required. A call-out of an inspector after
                           business hours is subject to a minimum charge of four
                           (4) hours. Maintenance Labor, Inspector Labor,
                           Engineering Labor and Equipment Labor business hours
                           are considered to be Monday through Friday, 8:00 a.m.
                           to 5:00 p.m. and after business hours

                                                                         Page 42

<PAGE>

                                                                          Part A

                           are after 5:00 p.m. and before 8:00 am., Monday
                           through Friday, all day Saturday, Sunday and
                           holidays.

                           (g)      Expanded Interconnection Channel
                                    Regeneration. Required when the distance
                                    from the leased physical space (for physical
                                    collocation) or from the collocated
                                    equipment (for virtual collocation) to the U
                                    S WEST network is of sufficient length to
                                    require regeneration.

                           (h)      U S WEST will provide external
                                    synchronization when available.

                           (i)      U S WEST will provide 20 hertz ringing
                                    supply when available.

         40.4.2   PHYSICAL COLLOCATION RATE ELEMENTS

                  The following rate elements apply only to physical collocation
                  arrangements:

            (a)   Enclosure Buildout. The Enclosure Buildout element, either
                  Cage or Hardwall, includes the material and labor to construct
                  the enclosure specified by CO-PROVIDER or CO-PROVIDER may
                  choose from U S WEST approved contractors to construct the
                  cage, meeting U S WEST's installation Technical Publication
                  77350. It includes the enclosure (cage or hardwall), air
                  conditioning (to support CO-PROVIDER loads specified),
                  lighting (not to exceed 2 watts per square foot), and
                  convenience outlets (3 per cage or the number required by
                  building code for the hardwall enclosure). Also provides for
                  humidification, if required. Pricing for Enclosure Buildout
                  will be provided on an individual basis due to the uniqueness
                  of CO-PROVIDER's requirements, central office structure and
                  arrangements.

            (b)   Floor Space Rental. This element provides for the rental of
                  the floor space provided to CO-PROVIDER pursuant to a physical
                  collocation arrangement.

         40.4.3   VIRTUAL COLLOCATION RATE ELEMENTS

                  The following rate elements apply only to virtual collocation
                  arrangements:

                                    (a) Maintenance Labor. Provides for the
                           labor necessary for repair of out of service and/or
                           service-affecting conditions and preventative
                           maintenance of the CO-PROVIDER virtually collocated
                           equipment. CO-PROVIDER is responsible for ordering
                           maintenance spares. U S WEST will perform maintenance
                           and/or repair work upon receipt of the replacement
                           maintenance spare and/or equipment for CO-PROVIDER. A
                           call-out of a maintenance technician after business
                           hours is subject to a minimum charge of four (4)
                           hours. Maintenance Labor, Inspector Labor,
                           Engineering Labor and Equipment Labor business hours
                           are considered to be Monday through Friday, 8:00 am.
                           to 5:00 p.m. and after business hours are after 5:00
                           p.m. and before 8:00 am., Monday through Friday, all
                           day Saturday, Sunday and holidays.

                                    (b) Training Labor. Provides for the billing
                           of vendor-provided training for U S WEST personnel on
                           a metropolitan


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                                                                          Part A

                           service area basis, necessary for CO-PROVIDER
                           virtually collocated equipment which is different
                           from equipment used by U S WEST. U S WEST will
                           require three (3) U S WEST employees to be trained
                           per metropolitan service area in which the
                           CO-PROVIDER virtually collocated equipment is
                           located. If, by an act of U S WEST, trained employees
                           are relocated, retired, or are no longer available, U
                           S WEST will not require CO-PROVIDER to provide
                           training for additional U S WEST employees for the
                           same virtually collocated equipment in the same
                           metropolitan area. Fifty percent (50%) of the amount
                           of training billed to CO-PROVIDER will be refunded to
                           CO-PROVIDER, should a second collocator or U S WEST
                           in the same metropolitan area select the same
                           virtually collocated equipment as CO-PROVIDER. The
                           second collocator or U S WEST will be charged one
                           half of the original amount paid by CO-PROVIDER for
                           the same metropolitan area.

                  (c)      Equipment Bay. Provides mounting space for the
                           CO-PROVIDER virtually collocated equipment. ach bay
                           includes the seven (7) foot bay, its installation,
                           and all necessary environmental supports. Mounting
                           space on the bay, including space for the fuse panel
                           and air gaps necessary for heat dissipation is
                           limited to 78 inches. The monthly rate is applied per
                           shelf.

                  (d)      Engineering Labor. Provides the planning and
                           engineering of the CO-PROVIDER virtually collocated
                           equipment at the time of installation, change or
                           removal.

                  (e)      Installation Labor. Provides for the installation,
                           change or removal of the CO-PROVIDER virtually
                           collocated equipment.

         40.5     COLLOCATION INSTALLATION INTERVALS

                  40.5.1U S WEST shall have a period of thirty (30) calendar
                  days after receipt by CO-PROVIDER of a Request for Collocation
                  to provide CO-PROVIDER with a written quotation containing all
                  nonrecurring charges and fees for the requested collocation
                  (the "Quotation Preparation Period"). CO-PROVIDER shall make
                  payment of fifty percent (50%) of the nonrecurring charges and
                  fees upon acceptance of the quotation (`Initial Payment") with
                  the remainder due upon completion of the construction. In the
                  event CO-PROVIDER disputes the amount of U S WEST's proposed
                  nonrecurring charges and fees, CO-PROVIDER shall deposit fifty
                  percent (50%) of the nonrecurring charges and fees into an
                  interest bearing escrow account prior to the commencement of
                  construction ("Initial Deposit"). The remainder of the
                  nonrecurring charges and fees shall be deposited into the
                  escrow account upon completion of the construction. Upon
                  resolution of the dispute, the escrow agent shall distribute
                  amounts in the account in accordance with the resolution of
                  such dispute and any interest that has accrued with respect to
                  amounts in the account shall be distributed proportionately to
                  the Parties. U S WEST shall complete installation pursuant to
                  the CO-PROVIDER Request for Collocation within a maximum of
                  three (3) months after the Initial Payment or Initial Deposit
                  for physical or virtual collocation. If there is a dispute
                  between U S WEST and CO-PROVIDER


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<PAGE>

                                                                          Part A

                  regarding the amount of any nonrecurring charges and fees,
                  such dispute shall be resolved in accordance with Section
                  27 above. The pendency of any such dispute shall not affect
                  the obligation of U S WEST to complete collocation within
                  the installation intervals described above.

41.      TECHNICAL REFERENCES - COLLOCATION

Subject to Sections 1.3.1 and 1.3.2 of this Part A of this Agreement, U S WEST
shall provide collocation in accordance with the following standards:

                  41.1 Institute of Electrical and Electronics Engineers (IEEE)
                  Standard 383, IEEE. Standard for Type Test of Class 1 E
                  Electric Cables, Field Splices, and Connections for Nuclear
                  Power Generating Stations;

                  41.2 National Electrical Code (NEC), use most recent issue;

                  41.3 TA-NPL-000286, NEBS Generic Engineering Requirements for
                  System Assembly and Cable Distribution, Issue 2 (Bellcore,
                  January 1989);

                  41.4 TR-EOP-000063 Network Equipment-Building System (NEBS)
                  Generic Equipment Requirements, Issue 3, March 1988;

                  41.5 TR-EOP-000151, Generic Requirements for 24-, 48-, 130-,
                  and 140- Volt Central Office Power Plant Rectifiers, Issue 1
                  (Bellcore, May 1985);

                  41.6 TR-EOP-000232, Generic Requirements for Lead-Acid Storage
                  Batteries, Issue 1 (Bellcore, June 1985);

                  41.7 TR-NWT-000154, Generic Requirements for 24-, 48-, 130,
                  and 140- Volt Central Office Power Plant Control and
                  Distribution Equipment, Issue 2 (Bellcore, January 1992);

                  41.8 TR-NWT-000295, Isolated Ground Planes: Definition and
                  Application to Telephone Central Offices, Issue 2 (Bellcore,
                  July 1992);

                  41.9 TR-NWT-000840, Supplier Support Generic Requirements
                  (SSGR), (A Module of LSSGR, FR-N'ArE-000064), Issue I
                  (Bellcore, December 1991);

                  41.10 TR-NWT-001275 Central Office Environment
                  Installations/Removal Generic Requirements, Issue 1, January
                  1993; and

                  41.11 Underwriters' Laboratories Standard, UL 94.

42.      NUMBER PORTABILITY

         42.1     INTERIM NUMBER PORTABILITY (INP)

                   42.1.1    GENERAL TERMS

                           (a)      The Parties shall provide Interim Number
                                    Portability (INP) on a reciprocal basis to
                                    the extent technically feasible.


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<PAGE>

                                                                          Part A

                                             (b) Until permanent number
                                    portability is implemented by the industry
                                    pursuant to regulations issued by the FCC or
                                    the Commission, the Parties agree to provide
                                    INP to each other through Remote Call
                                    Forwarding, Direct Inward Dialing, or other
                                    appropriate means as agreed to by the
                                    Parties.

                                             (c) Once permanent number
                                    portability is implemented pursuant to FCC
                                    or Commission regulation, either Party may
                                    withdraw, at any time and at its sole
                                    discretion, its INP offerings, subject to
                                    advance notice to the other Party with
                                    sufficient time to allow. for coordination
                                    to allow the seamless and transparent
                                    conversion of INP Customer numbers to
                                    permanent number portability. Upon
                                    implementation of permanent number
                                    portability pursuant to FCC regulations,
                                    both Parties agree to conform and provide
                                    such permanent number portability. The
                                    Parties agree to expeditiously convert
                                    Customers from interim number portability to
                                    permanent number portability, provided that
                                    the interim service is not removed until the
                                    Customer has been converted.

                                             (d) U S WEST will update and
                                    maintain its Line Information Database
                                    (`LIDB") listings for numbers retained by
                                    CO-PROVIDER and its Customer, and restrict
                                    or cancel calling cards associated with
                                    these forwarded numbers as directed by
                                    CO-PROVIDER. Further, U S WEST will not
                                    block third party and collect calls to those
                                    numbers unless requested by CO-PROVIDER.

                           (e)      The ordering Party shall specify, on a per
                                    telephone number basis which method of INP
                                    is to be employed and the providing Party
                                    shall provide such method to the extent
                                    technically feasible.

                           (f)      Where either Party has activated an entire
                                    NXX, or activated a substantial portion of
                                    an NXX with the remaining numbers in that
                                    N)(X either reserved for future use or
                                    otherwise unused, if these Customer(s)
                                    choose to receive service from the other
                                    Party, the first Party shall cooperate with
                                    the second Party to have the entire N)(X
                                    reassigned in the LERG (and associated
                                    industry databases, routing tables, etc.) to
                                    an End Office operated by the second Party.
                                    Such transfer will be accomplished with
                                    appropriate coordination between the Parties
                                    and subject to appropriate industry
                                    lead-times for movement of NXXs from one
                                    switch to another.

                           42.1.2   DESCRIPTION OF SERVICE

                                             (a) Interim Number Portability
                                    Service ("INP") is a service arrangement
                                    that can be provided by U S WEST to
                                    CO-PROVIDER or by CO-PROVIDER to U S WEST.

                                             (b) INP applies to those situations
                                    where an end-user Customer elects to change
                                    service providers, and such Customer

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<PAGE>

                                                                          Part A

                                    also wishes to retain its existing or
                                    reserved telephone number(s). INP consists
                                    of providing the capability to route calls
                                    placed to telephone numbers assigned to one
                                    Party's switches to another Party's
                                    switches.

                                             (c) INP is available as NP-Remote
                                    Call Forwarding ("IN-PRC F") permitting a
                                    call to a U S WEST assigned telephone number
                                    to be translated to CO-PROVIDER's dialable
                                    local number. CO-PROVIDER may terminate the
                                    call as desired. Additional capacity for
                                    simultaneous call forwarding is available
                                    where technically feasible on a per path
                                    basis. CO-PROVIDER will need to specify the
                                    number of simultaneous calls to be forwarded
                                    for each number ported.

                                             (d) DID is another INP method that
                                    makes use of direct inward dialing trunks.
                                    Each DID trunk group used for INP is
                                    dedicated to carrying DID INP traffic
                                    between the U S WEST end office and the
                                    CO-PROVIDER switch. Traffic on these trunks
                                    cannot overflow to other trunks, so the
                                    number of trunks shall be conservatively
                                    engineered by U S WEST. Also, inter-switch
                                    signaling is usually limited to
                                    multi-frequency (MF). This precludes passing
                                    Calling Line ID to the CO-PROVIDER switch.

                                             (e) RI-PH will route a dialed call
                                    to the U S WEST switch associated with the
                                    NXX of the dialed number. The U S WEST
                                    switch shall then insert a prefix onto the
                                    dialed number which identifies how the call
                                    is to be routed to CO-PROVIDER. The prefixed
                                    dialed number is transmitted to the U S WEST
                                    tandem switch to which CO-PROVIDER is
                                    connected. Route indexing is only available
                                    with seven (7) digit local dialing.

                           (f)      The prefix is removed by the operation of
                                    the tandem switch and the dialed number is
                                    routed to CO-PROVIDER's switch so the
                                    routing of the call can be completed by
                                    CO-PROVIDER.

                                               i. DN-RI is a form of RI-PH that
                                             requires direct trunking between
                                             the U S WEST switch to which the
                                             ported number was originally
                                             assigned and the CO-PROVIDER switch
                                             to which the number has been
                                             ported. The U S WEST switch shall
                                             send the originally dialed number
                                             to the CO-PROVIDER switch without a
                                             prefix.

                                                ii.  U S WEST  shall  provide
                                             RI-PH or DN-RI on an individual
                                             telephone  number basis, as
                                             designated by CO-PROVIDER. Where
                                             technically feasible, calls to
                                             ported numbers
                                             are first directed to the
                                             CO-PROVIDER switch over direct
                                             trunks but may overflow to tandem
                                             trunks if all trunks in the direct
                                             group are occupied.

                                    iii.     For both RI-PH and DN-RI the trunks
                                             used may, at CO-PROVIDER's option,
                                             be the same as those used for
                                             exchange of other local traffic

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<PAGE>

                                                                          Part A

                                             with U S WEST. At CO-PROVIDER's
                                             option, the trunks shall employ SS7
                                             or in band signaling and may be one
                                             way or two way.

                           (g)      INP is subject to the following
                                    restrictions:

                                                   i. An INP telephone number
                                                may be assigned by CO-PROVIDER
                                                only to CO-PROVIDER's Customers
                                                located within U S WEST's local
                                                calling area and toll rating
                                                area that is associated with the
                                                NXX of the ported number. This
                                                is to prevent the possibility of
                                                Customers using number
                                                portability to extend the local
                                                calling area.

                                                   ii. INP is applicable only if
                                                CO-PROVIDER is engaged in a
                                                reciprocal traffic exchange
                                                arrangement with U S WEST.

                                                   iii. INP is not offered
                                                for NXX Codes 555, 976, 960
                                                and 1+ sent-paid telephones,
                                                and Service Access Codes
                                                (i.e., 500, 700, 800/888,
                                                900). INP is not available
                                                for FGA seven-digit numbers
                                                (including foreign exchange
                                                (FEX), FX and FX/ONAL and
                                                foreign Central Office
                                                service). Furthermore, INP
                                                numbers may only be used
                                                consistent with network
                                                efficiency and integrity,
                                                i.e., inhibitions on mass
                                                calling events.

                                                   iv. The ported telephone
                                                number will be returned to
                                                the switch which originally
                                                had the ported number when
                                                the ported service is
                                                disconnected. The normal
                                                intercept announcement will
                                                be provided by the porting
                                                company for the period of
                                                time until the telephone
                                                number is reassigned.

                                                   v.  Within thirty (30)
                                                days after a request by
                                                CO-PROVIDER, U S WEST shall
                                                provide CO-PROVIDER a list of
                                                those features that are not
                                                available for INP telephone
                                                numbers due to technical
                                                limitations.

                                    42.1.3   ORDERING AND MAINTENANCE

                                                     (a) CO-PROVIDER is
                                    responsible for all direct interactions with
                                    CO-PROVIDER's end users with respect to
                                    ordering and maintenance.

                                                     (b) U S WEST shall exchange
                                    with CO-PROVIDER SS7 TCAP messages as
                                    required for the implementation of Custom
                                    Local Area Signaling Services (CLASS) or
                                    other features available in the U S WEST
                                    network.

                                                     (c) Each Parties'
                                    designated INP switch must return answer and
                                    disconnect supervision to the other Party's
                                    switch.

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                                                                          Part A

                                                     (d) U S WEST shall
                                     disclose to CO-PROVIDER any technical or
                                     capacity limitations that would prevent use
                                     of a requested INP in a particular
                                     switching office.

                                                     (e) The Parties will
                                    develop and implement an efficient
                                    deployment process to ensure call routing
                                    integrity for toll and local calls, with the
                                    objective to eliminate Customer downtime.

                                                     (f) For INP, CO-PROVIDER
                                    shall have the right to use the existing U S
                                    WEST 911 infrastructure for all 911
                                    capabilities. When RCF is used for
                                    CO-PROVIDER subscribers, both the ported
                                    numbers and shadow numbers shall be stored
                                    in the ALI databases. CO-PROVIDER shall have
                                    the right to verify the accuracy of the
                                    information in the ALI databases via direct
                                    connection to the SCC ALI database pursuant
                                    to the same process and procedures SCC makes
                                    available to U S WEST.

         42.2     PERMANENT NUMBER PORTABILITY (PNP)

                                    42.2.1 Upon implementation of Permanent
                           Number Portability (PNP) pursuant to FCC regulations,
                           both Parties agree to conform and provide such
                           Permanent Number Portability. To the extent
                           consistent with the FCC rules as amended from time to
                           time, the requirements for PNP shall include the
                           following:

                                    42.2.2 Subscribers must be able to change
                           local service providers and retain the same telephone
                           number(s) consistent with FCC rules and regulations.

                                    42.2.3 The PNP network architecture shall
                           not subject alternate local exchange carriers to any
                           degradation of service compared to U S WEST in any
                           relevant measure, including transmission quality,
                           switching and transport costs, increased call set-up
                           time and post-dial delay, and CO-PROVIDER shall not
                           be required to rely on the U S WEST network for calls
                           completing to its ported Customers.

                                    42.2.4 When an office is equipped with PNP,
                           in accordance with the procedures specified by the
                           North American Numbering Council, the NXXs in the
                           office shall be defined as portable and translations
                           will be changed in the Parties' switches to open
                           those NXXs for database queries.

                                    42.2.5 When an NXX is defined as portable,
                           it shall also be defined as portable in all
                           PNP-capable offices which have direct trunks to the
                           given switch.

                                    42.2.6. Upon introduction of PNP in a
                           Metropolitan Statistical Area ("MSA"), the applicable
                           switches will be converted according to a published
                           schedule with no unreasonable delay. All portable
                           NXXs shall be recognized as portable, with queries
                           launched from these switches.

                                    42.2.7 Prior to implementation of PNP, the
                           Parties agree to develop, implement, and maintain
                           efficient methods to maintain 911 database integrity

                                                                         Page 49

<PAGE>

                                                                          Part A

                           when a subscriber ports to another service provider.
                           The Parties agree that the Customer should not be
                           dropped from the 911 database during the transition.

                                    42.2.8 When a subscriber ports to another
                           service provider and has previously secured a
                           reservation of line numbers from the donor provider
                           for possible activation at some future point, these
                           reserved but inactive numbers shall "port" along with
                           the active numbers being ported by the subscriber. So
                           long as CO-PROVIDER maintains the reserved numbers, U
                           S WEST shall not reassign said numbers. The Parties
                           will allocate the revenue generated from number
                           reservations in accordance with a schedule to be
                           mutually agreed upon by the Parties within ninety
                           (90) days after a request by CO-PROVIDER. U 5. WEST
                           shall provide CO-PROVIDER the ability to reserve
                           numbers.

                                    42.2.9 During the process of porting a
                           subscriber, the donor service provider shall
                           implement the 10-Digit trigger feature, when the
                           technology is made available in each switch in
                           accordance with the schedules adopted by the FCC.
                           When the donor provider receives the porting request,
                           the unconditional trigger shall be applied to the
                           subscriber's line at the time that has been agreed to
                           via the Western Region LNP Operations Guidelines in
                           order to overcome donor network time delays in the
                           disconnection of the subscriber. Alternatively, when
                           an activation notice is sent to an NPAC to trigger a
                           broadcast to service provider databases, the donor
                           switch shall have its translations changed to
                           disconnect the subscriber's line within thirty (30)
                           minutes or less after the donor network Local SMS's
                           has received the broadcast. Porting requests that
                           require coordination between service providers, in
                           accordance with the guidelines, will be handled on a
                           case-by-case basis and will not be covered by the
                           above.(22)

                                    42.2.10 Both CO-PROVIDER and U S WEST shall:

                                             (a) support all emergency and
                                    Operator Services.

                                             (b) use scarce numbering resources
                                    efficiently and administer such resources in
                                    a competitively neutral manner.

                                             (c) jointly cooperate with each
                                    other to provide the information necessary
                                    to rate and bill all types of calls.

                                             (d) jointly cooperate with each
                                    other to apply PNP consistently on a
                                    nationwide basis, and in accordance with all
                                    FCC directives.

                                    42.2.11 A ten-digit code, consistent with
                            the North American Numbering Plan, shall be used as
                            a network address for each switch that terminates
                            subscriber lines, i.e., an end office. This address
                            shall support existing six-digit routing and may be
                            implemented without changes to existing switch
                            routing algorithms. In existing end offices, this
                            address shall be selected from one of its existing
                            NPA-NXXs. New end offices shall be assigned an
                            address through normal administrative processes.

                                                                         Page 50

__________________________
(22)  MCI Order at pg. 3, Issue 13 and as subsequently agreed by the Parties

<PAGE>

                                                                          Part A

                                    42.2.12 PNP employs an "N-1" (N minus 1)
                           Query Strategy for interLATA or intraLATA toll calls,
                           by which the originating carrier will pass the call
                           to the appropriate toll carrier who will perform a
                           query to an external routing database and efficiently
                           route the call to the appropriate terminating local
                           carrier either directly or through an access tandem
                           office.

                                    42.2.13 U S WEST shall furnish CO-PROVIDER
                            with the first six (6) digits of the originating
                            address when it supplies CO-PROVIDER with the
                            Jurisdiction Information Parameter for the
                            originating address message.

                                    42.2.14 U S WEST agrees to begin the
                            introduction of PNP to end user subscribers who may
                            begin changing local service providers and retaining
                            their existing telephone number based on the time
                            line set out by the FCC in its Telephone Number
                            Portability Order (CC Docket No. 95-116), or in
                            accordance with a Commission order if such time for
                            introduction of PNP set by the Commission is earlier
                            than would result under the FCC Order.

                                    42.2.15 The generic requirements for the PNP
                            alternative will be implemented in accordance with
                            industry standard specifications.

                                    42.2.16 For a local call to a ported number,
                            the originating carrier is the "N-I" carrier. It
                            will perform an external database query as soon as
                            the call reaches the first PNP-capable switch in the
                            call path and pass the call to the appropriate
                            terminating carrier. A PNP-capable originating
                            switch shall query on a local call to a portable NXX
                            as soon as it determines that it (the originating
                            switch) does not serve the dialed number.

                                    42.2.17 U S WEST shall be the default
                            carrier for database queries where CO-PROVIDER is
                            unable to perform its own query due to abnormal
                            conditions. CO-PROVIDER shall be the default carrier
                            for database queries where U S WEST is unable to
                            perform its own query due to abnormal conditions.

                                    42.2.18 U S WEST will provide CO-PROVIDER
                            PNP for subscribers moving to a different location,
                            or staying at the same location, within the same
                            rate center area.

                                    42.2.19 U S WEST will work cooperatively
                            with other local service providers to establish the
                            Western Region Number Portability Administration
                            Center/Service Management System (SMS). The SMS
                            shall be administered by a neutral third party to
                            provide for the efficient porting of numbers between
                            carriers. There must be one (1) exclusive NPAC per
                            portability State or region, and U S WEST shall
                            provide all information uploads and downloads
                            regarding ported numbers to/from, respectively, the
                            exclusive NPAC. U S WEST and CO-PROVIDER shall
                            cooperate to facilitate the expeditious deployment
                            of PNP through the process prescribed by the FCC,
                            including, but not limited to, participation in the
                            selection of a neutral third party and development
                            of SMS, as well as SMS testing for effective
                            procedures, electronic system interfaces, and

                                                                         Page 51


<PAGE>

                                                                          Part A

                            overall readiness for use consistent with that
                            specified for provisioning in this Agreement.

          42.3     REQUIREMENTS FOR INP AND NP

                   42.3.1   [Intentionally left blank for numbering consistency]

                   42.3.2   CUT-OVER PROCESS

                                     THE PARTIES SHALL COOPERATE IN THE PROCESS
                            OF PORTING NUMBERS FROM ONE CARRIER TO ANOTHER SO AS
                            TO LIMIT SERVICE OUTAGE FOR THE PORTED SUBSCRIBER.
                            THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, EACH
                            PARTY UPDATING ITS RESPECTIVE NETWORK ELEMENT
                            TRANSLATIONS WITHIN FIFTEEN (15) MINUTES FOLLOWING
                            NOTIFICATION BY THE INDUSTRY SMS, OR PORTED-TO LOCAL
                            SERVICE PROVIDER, AND DEPLOYING SUCH TEMPORARY
                            TRANSLATIONS AS MAY BE REQUIRED TO MINIMIZE SERVICE
                            OUTAGE, E.G., UNCONDITIONAL TRIGGERS. IN ADDITION,
                            CO-PROVIDER SHALL HAVE THE RIGHT TO DETERMINE WHO
                            INITIATES THE ORDER FOR INP IN SPECIFIC CUT-OVER
                            SITUATIONS. THE TIME FRAMES IN THIS PARAGRAPH SHALL
                            BE PURSUANT TO GENERIC REQUIREMENTS FOR SCP
                            APPLICATION AND GTT FUNCTION FOR NUMBER PORTABILITY,
                            ISSUE 0.99, JANUARY 6, 1997 AND SUBSEQUENT VERSIONS
                            WHICH MAY BE ADOPTED FROM TIME TO TIME. THE PARTIES
                            SHALL COOPERATE TO REVIEW AND, if NECESSARY, ADJUST
                            THE ABOVE TIME FRAME BASED ON THEIR ACTUAL
                            EXPERIENCES.(23)

                   42.3.3   TESTING

                                              U S WEST and CO-PROVIDER shall
                            cooperate in conducting CO-PROVIDER's testing to
                            ensure interconnectivity between systems. U S WEST
                            shall inform CO-PROVIDER of any system updates that
                            may affect the CO-PROVIDER network and U S WEST
                            shall, at CO-PROVIDER's request, perform tests to
                            validate the operation of the network. Additional
                            testing requirements may apply as specified by this
                            Agreement.

                   42.3.4   ENGINEERING AND MAINTENANCE

                                                      (a) U S WEST and
                                    CO-PROVIDER will cooperate to ensure that
                                    performance of trunking and signaling
                                    capacity is engineered and managed at levels
                                    which are at least the same level of service
                                    as provided by U S WEST to its subscribers
                                    and to ensure effective maintenance testing
                                    through activities such as routine testing
                                    practices, network trouble isolation
                                    processes and review of operational elements
                                    for translations, routing and network fault
                                    isolation.

                                                      (b) Additional specific
                                    engineering and maintenance requirements
                                    shall apply as specified in this Agreement.

                   42.3.5   RECORDING AND BILLING


----------------
(23)MCI Order at pg. 3, Issue 13


                                                                         Page 52
<PAGE>

                                                                          Part A

                                              The Parties shall provide each
                            other with accurate billing and subscriber account
                            record exchange data necessary for billing their
                            subscribers whose numbers have been ported.

                   42.3.6   OPERATOR SERVICES AND DIRECTORY ASSISTANCE

                                             With respect to Operator Services
                            and Directory Assistance associated with NP for
                            CO-PROVIDER subscribers, U S WEST shall provide the
                            following:

                            (a)     While INP is deployed and prior to
                                    conversion to PNP:

                                    i.   The Parties acknowledge that
                                         technology, as of the Effective Date of
                                         this Agreement, does not permit the
                                         provision of BLV/BLI to ported numbers.
                                         When such becomes available in the U S
                                         WEST network, such technology shall be
                                         made available to CO-PROVIDER.

                                    ii.  U S WEST shall allow CO-PROVIDER to
                                         order provisioning of Telephone Line
                                         Number (TLN) calling cards and Billed
                                         Number Screening (BNS), in its LIDB,
                                         for ported numbers, as specified by
                                         CO-PROVIDER. U S WEST shall continue to
                                         allow CO-PROVIDER access to its LIDB.
                                         Other LIDB provisions are specified in
                                         this Agreement.

                                    iii. Where U S WEST has control of directory
                                         listings for NXX codes containing
                                         ported numbers, U S WEST shall maintain
                                         entries for ported numbers as specified
                                         by CO-PROVIDER in accordance with the
                                         Listings Section of this Agreement.

                            (b)     When PNP is in place:

                                    i.   The provisions in Section 42.3.6
                                         preceding, shall apply when PNP is in
                                         place.

                                    ii.  If Integrated Services Digital Network
                                         User Part (ISUP) signaling is used, U S
                                         WEST shall provide the Jurisdiction
                                         Information Parameter in the SS7
                                         Initial Address Message. (See Generic
                                         Switching and Signaling Requirements
                                         for Number Portability, Issue 1.0,
                                         February 12, 1996 (Editor - Lucent
                                         Technologies, Inc.)).

                                    iii  The Parties shall provide, when
                                         received from the NPAC, a 10-Digit
                                         Global Title Translation (GTT) Node for
                                         routing queries for TCAP-based Operator
                                         Services (e.g., LIDB). The acquiring
                                         company will provide the GTT to the
                                         NPAC. The NPAC will distribute this
                                         information to the donor company and
                                         all other parties.

                                    iv.  U S WEST OSS shall meet all
                                         requirements specified in "Generic
                                         Operator Services Switching
                                         Requirements for Number Portability,"
                                         Issue 1.1, June 20, 1996, as updated
                                         from time to time.


                                                                         Page 53
<PAGE>

                                                                          Part A

43.       DIALING PARITY

          43.1     The Parties shall provide  dialing parity to each other as
                   required  under Section  251(b)(3) of the Act or state law or
                   regulation as appropriate.

          43.2     U S WEST shall ensure that all CO-PROVIDER Customers
                   experience the same dialing parity as similarly-situated
                   Customers of U S WEST services, such that, for example, for
                   all call types: (a) an CO-PROVIDER Customer is not required
                   to dial any greater number of digits than a
                   similarly-situated U S WEST Customer; and (b) the CO-PROVIDER
                   Customer may retain its local telephone number, so long as
                   the Customer continues receiving service in the same central
                   office serving area.

44.       DIRECTORY LISTINGS

          44.1     DIRECTORY LISTINGS GENERAL REQUIREMENTS

                   44.1.1   This Section 44 pertains to Directory Listings
                            requirements for the appearance of CO-PROVIDER end
                            user directory listings in Directory Assistance
                            service or directory product.

                   44.1.2   U S WEST shall include in its master directory
                            listing database all list information for
                            CO-PROVIDER Customers.

                   44.1.3   U S WEST shall not sell or license, nor allow any
                            third party, the use of CO-PROVIDER Customer
                            Listings without the prior written consent of
                            CO-PROVIDER. U S WEST shall not disclose nor allow
                            any third party to disclose non-listed name or
                            address information for any purpose other than what
                            may be necessary to complete directory distribution.

                   44.1.4   CO-PROVIDER CUSTOMER LISTINGS IN THE U S WEST
                            DIRECTORY ASSISTANCE DATABASE AND DIRECTORY LISTING
                            DATABASE SHALL BE CO-MINGLED WITH LISTINGS OF U S
                            WEST AND OTHER CLEC CUSTOMERS."(24)

                   44.1.5   EACH CO-PROVIDER CUSTOMER PRIMARY LISTING SHALL BE
                            PROVIDED, AT NO CHARGE, THE SAME WHITE PAGE LISTINGS
                            THAT U S WEST PROVIDES ITS CUSTOMERS.(25)

                   44.1.6   EACH CO-PROVIDER BUSINESS CUSTOMER PRIMARY LISTING
                            SHALL BE PROVIDED, AT NO CHARGE, THE SAME YELLOW
                            PAGE CLASSIFIED COURTESY LISTINGS THAT U S WEST
                            PROVIDES ITS CUSTOMERS.(26)

                   44.1.7   U S WEST SHALL ALSO ENSURE THAT ITS DIRECTORY
                            PUBLISHER PUBLISHES ALL TYPES OF LISTINGS FOR
                            CO-PROVIDER CUSTOMERS THAT ARE AVAILABLE TO U S WEST


------------
(24) MCI Order at pg. 11, Issue 36, first paragraph - third sentence and second
paragraph - first and second
(25) MCI Order at pg. 11, Issue 36, first paragraph - first sentence
(26) MCI Order at pg. 11, Issue 36, first paragraph - first sentence


                                                                         Page 54
<PAGE>


                                                                          Part A

                            CUSTOMERS UNDER THE SAME TERMS, AND CONDITIONS,
                            INCLUDING, BUT NOT LIMITED TO:(27)

                            (a)      Foreign listings
                            (b)      Reference listings
                            (c)      Information listings
                            (d)      Alternate call listings
                            (e)      Multi-line listings
                            (f)      Multi-line/Multi-owner listings

                   44.1.8   CO-PROVIDER end user listings properly identified by
                            CO-PROVIDER as State. Local, and Federal government
                            listings shall be appropriately coded in the U S
                            WEST Directory Listing database. U S WEST will
                            provide government code information to CO-PROVIDER.

                   44.1.9   The listing and handling of CO-PROVIDER listed and
                            non-listed telephone numbers shall be at least at
                            parity with that provided by U S WEST to its own
                            Customers, including CO-PROVIDER customers who have
                            ported telephone numbers from U S WEST.

                   44.1.10  U S WEST shall ensure that its directory publisher
                            publishes CO-PROVIDER sales, service, billing, and
                            repair information for business and residential
                            Customers, along with the CO-PROVIDER logo in the
                            customer information/guide pages of each directory
                            at no charge to CO-PROVIDER.(28)

                   44.1.11  U S WEST is responsible for maintaining Listings,
                            including entering, changing, correcting,
                            rearranging and removing Listings in accordance with
                            CO-PROVIDER orders. Upon request, and at least one
                            (1) month prior to a given white page directory
                            close, a method of reviewing and correcting Listings
                            will be provided.

                   44.1.12  CO-PROVIDER SHALL RECEIVE COMMISSIONS FROM U S
                            WEST'S DIRECTORY PUBLISHER BY ALL COMPENSATION
                            GENERATED BY SUCH ADVERTISING AT THE SAME RATE PAID,
                            IF ANY, TO U S WEST OR ANY OF ITS AFFILIATES AS
                            SPECIFIED IN THE DIRECTORY PUBLISHING AGREEMENT
                            BETWEEN U S WEST AND U S WEST DEX AND ANY OTHER
                            AFFILIATE OR IN ANY OTHER WRITTEN AGREEMENT.(29)

                   44.1.13  U S WEST will permit CO-PROVIDER Customers to
                            place orders for Premium Listings and privacy
                            listings. CO-PROVIDER will be charged for Premium
                            Listings and privacy listings at U S WEST's
                            general exchange tariff rates less the wholesale
                            discount rate. The Premium and privacy listing
                            charges will be billed to CO-PROVIDER and itemized
                            at the telephone number sub-account level.

                   44.1.14  U S WEST shall ensure a third party distributes
                            appropriate alphabetical and classified
                            directories (white and yellow pages) and recycling
                            services to CO-PROVIDER Customers at parity with U
                            S WEST end users, including providing


--------------
(27) MCI Order at pg. 11, Issue 36, first paragraph - second sentence
(28) MCI Order at pg. 11, Issue 36, third paragraph
(29) Final Arbitration Order at pg. 10


                                                                         Page 55
<PAGE>

                                                                          Part A

                            directories, a) upon establishment of new service;
                            b) during annual mass distribution; and c) upon
                            Customer request.

                   44.1.15  [INTENTIONALLY LEFT BLANK FOR NUMBERING
                            CONSISTENCY.](30)

                   44.1.16  U S WEST will provide the option of having CENTREX
                            users listed when CO-PROVIDER purchases CENTREX type
                            services for resale.

                   44.1.17  [INTENTIONALLY LEFT BLANK FOR NUMBERING
                            CONSISTENCY.](31)

          44.2     SCOPE

                   44.2.1   CO-PROVIDER grants U S WEST a non-exclusive license
                            to incorporate Listings information into its
                            Directory Assistance database. CO-PROVIDER shall
                            select one of two options for U S WEST's use of
                            Listings and dissemination of Listings to third
                            parties.

                            EITHER:

                            (a)    Treat the same as U S WEST's end user
                                   listings - No prior authorization is needed
                                   for U S WEST to release Listings to
                                   directory publishers or other third
                                   parties. U S WEST will incorporate Listings
                                   information in all existing and future
                                   Directory Assistance applications developed
                                   by U S WEST. CO-PROVIDER authorizes U S
                                   WEST to sell and otherwise make Listings
                                   available to directory publishers. Listings
                                   shall not be provided or sold in such a
                                   manner as to segregate end users by
                                   carrier.

                            OR:

                            (b)    Restrict to U S WEST's Directory Assistance
                                   Services -- Prior authorization required from
                                   CO-PROVIDER for all other uses. CO-PROVIDER
                                   makes its own, separate agreements with U S
                                   WEST, third Parties and directory publishers
                                   for all uses of its listings beyond Directory
                                   Assistance. U S WEST will sell or provide
                                   Listings to directory publishers (including U
                                   S WEST's publisher affiliate) or other third
                                   Parties only after the third party presents
                                   proof of CO-PROVIDER's authorization.
                                   Listings shall not be provided or sold in
                                   such a manner as to segregate end users by
                                   carrier.

                            (c)    U S WEST SHALL BE ENTITLED TO RETAIN ALL
                                   REVENUE ASSOCIATED WITH ANY SALES PURSUANT TO
                                   SUBPARAGRAPHS (a) AND (b) ABOVE.(32)

                   44.3     U S WEST will take reasonable steps in accordance
                            with industry practices to accommodate non-published
                            and non-listed Listings provided that


---------------
(30) Final Arbitration Order at pg. 11
(31) Final Arbitration Order at pg. 12
(32) Final Arbitration Order at pg. 13


                                                                         Page 56
<PAGE>

                            PROVIDER has supplied U S WEST the necessary privacy
                            indicators on such Listings.

          44.4     CO-PROVIDER RESPONSIBILITIES

                   44.4.1   CO-PROVIDER agrees to provide to U S WEST its
                            end user names, addresses and telephone numbers in a
                            standard mechanized format, as utilized by U S WEST.

                   44.4.2   CO-PROVIDER will supply its ACNA/CIC or CLCC/OCN, as
                            appropriate, with each order to provide U S WEST the
                            means of identifying listings ownership.

                   44.4.3   CO-PROVIDER represents the end user information
                            provided to U S WEST is accurate and correct.
                            CO-PROVIDER further represents that it has reviewed
                            all listings provided to U S WEST, including end
                            user requested restrictions on use such as
                            non-published and non-listed.

                   44.4.4   CO-PROVIDER is responsible for dealings with, and on
                            behalf of, CO-PROVIDER's end users on the following
                            subjects:

                            a)      All end user account activity, e.g., end
                                    user queries and complaints.

                            b)      All account maintenance activity, e.g.,
                                    additions, changes, issuance of orders for
                                    Listings to U S WEST.

                            a)      Determining privacy requirements and
                                    accurately coding the privacy indicators for
                                    CO-PROVIDER's end user information. If end
                                    user information provided by CO-PROVIDER to
                                    U S WEST does not contain a privacy
                                    indicator, no privacy restrictions will
                                    apply.

45.       [Intentionally left blank for numbering consistency.]

46.       U S WEST DEX ISSUES

          46.1     U S WEST and CO-PROVIDER agree that certain issues, such as
                   yellow page advertising, directory distribution, access to
                   call guide pages, and yellow page listings, will be the
                   subject of negotiations between CO-PROVIDER and directory
                   publishers. U S WEST acknowledges that CO-PROVIDER may
                   request U S WEST to facilitate discussions between
                   CO-PROVIDER and U S WEST Dex.(33)

47.       ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY

          47.1     EACH PARTY SHALL PROVIDE THE OTHER PARTY NONDISCRIMINATORY
                   ACCESS TO POLES, DUCTS, RIGHTS-OF-WAY AND CONDUITS IT
                   CONTROLS ON TERMS, CONDITIONS AND PRICES AS DESCRIBED HEREIN.
                   WHILE THE LANGUAGE IN SECTION 47 DESCRIBES THE PROVISION OF
                   POLES, DUCTS, RIGHTS-OF-WAY AND CONDUITS BY U S WEST TO
                   CO-PROVIDER, THE LANGUAGE IN THIS SECTION SHALL APPLY
                   RECIPROCALLY TO THE PROVISION OF POLES, DUCTS, RIGHTS-OF-WAY
                   AND

------------
(33) Final Arbitration Order at pg. 13


                                                                         Page 57
<PAGE>

                                                                          Part A

                   CONDUITS BY CO-PROVIDER TO U S WEST ON TERMS, CONDITIONS
                   AND PRICES COMPARABLE TO THOSE DESCRIBED HEREIN.(34)

          47.2     [Intentionally left blank for numbering consistency]

          47.3     DEFINITIONS

                   "Poles, ducts, conduits and ROW' refer to all the physical
                   facilities and legal rights which provide for access to
                   pathways across public and private property. These include
                   poles, pole attachments, ducts, innerducts, conduits,
                   building entrance facilities, building entrance links,
                   equipment rooms, remote terminals, cable vaults, telephone
                   closets, building risers, rights-of- way, or any other
                   requirements needed to create pathways. These pathways may
                   run over, under, across or through streets, traverse private
                   property, or enter multi-unit buildings. A Right-of-Way
                   ("ROW') is the right to use the land or other property owned,
                   leased, or controlled by any means by U S WEST to place
                   poles, ducts, conduits and ROW or to provide passage to
                   access such poles, ducts, conduits and ROW. A ROW may run
                   under, on, or above public or private property (including air
                   space above public or private property) and shall include the
                   right to use discrete space in buildings, building complexes,
                   or other locations.

          47.4     REQUIREMENTS

                   47.4.1   U S WEST shall make poles, duct, conduits and ROW
                            available to CO-PROVIDER upon receipt of a request
                            for use within the time periods provided in this
                            Section, providing all information necessary to
                            implement such use and containing rates, terms and
                            conditions, including, but not limited to,
                            maintenance and use in accordance with this
                            Agreement and at least equal to those which it
                            affords itself, its Affiliates and others. Other
                            users of these facilities, including U S WEST, shall
                            not interfere with the availability or use of the
                            facilities by CO-PROVIDER.

                   47.4.2   Within ten (10) Business Days of CO-PROVIDER's
                            request for specific poles, ducts, conduits, or ROW,
                            U S WEST shall provide any information in its
                            possession or available to it regarding the
                            environmental conditions of such requested poles,
                            ducts, conduits or ROW route or location including,
                            but not limited to, the existence and condition of
                            asbestos, lead paint, hazardous substance
                            contamination, or radon. Information is considered
                            "available" under this Agreement if it is in U S
                            WEST's possession or files, or the possession of an
                            agent, contractor, employee, lessor, or tenant of
                            U S WEST's that holds such information on U S WEST's
                            behalf. If the poles, ducts, conduits or ROW contain
                            such environmental contamination, making the
                            placement of equipment hazardous, U S WEST shall
                            offer alternative poles, ducts, conduits or ROW for
                            CO-PROVIDER's consideration. U S WEST shall allow
                            CO-PROVIDER to perform any environmental site
                            investigations, including, but not limited to, Phase
                            I and Phase II environmental site assessments, as
                            CO-PROVIDER may deem to be necessary.


--------------------
(34) Final Arbitration Order at pg. 16


                                                                         Page 58
<PAGE>

                                                                          Part A

                   47.4.3   U S WEST shall not prevent or delay any third party
                            assignment of ROW to CO-PROVIDER.

                   47.4.4   U S WEST shall offer the use of such poles, ducts,
                            conduits and ROW it has obtained from a third party
                            to CO-PROVIDER, to the extent such agreement does
                            not prohibit U S WEST from granting such rights to
                            CO-PROVIDER. They shall be offered to CO-PROVIDER on
                            the same terms as are offered to U S WEST.
                            CO-PROVIDER shall reimburse U S WEST for U S WEST's
                            reasonable costs, if any, incurred as a result of
                            the exercise of its eminent domain authority on
                            behalf of CO-PROVIDER in accordance with the
                            provisions of this paragraph.

                   47.4.5   U S WEST shall provide CO-PROVIDER equal and
                            non-discriminatory access to poles, ducts, conduit
                            and ROW and any other pathways on terms and
                            conditions equal to that provided by U S WEST to
                            itself or to any other Person. Further, U S WEST
                            shall not preclude or delay allocation of these
                            facilities to CO-PROVIDER because of the potential
                            needs of itself or of other Person, except a
                            maintenance spare may be retained as described
                            below.

                   47.4.6   U S WEST shall not attach, or permit other entities
                            to attach facilities on, within or overlashed to
                            existing CO-PROVIDER facilities without
                            CO-PROVIDER's prior written consent.

                   47.4.7   U S WEST AND CO-PROVIDER AGREE TO PROVIDE CURRENT
                            DETAILED ENGINEERING AND OTHER PLANT RECORDS AND
                            DRAWINGS FOR SPECIFIC REQUESTS FOR POLES, DUCTS,
                            CONDUIT AND ROW, INCLUDING FACILITY ROUTE MAPS AT A
                            CITY LEVEL, AND THE FEES AND EXPENSES INCURRED IN
                            PROVIDING SUCH RECORDS AND DRAWINGS ON THE EARLIER
                            OF TWENTY (20) BUSINESS DAYS FROM THE DATE OF
                            REQUEST OR THE TIME WITHIN WHICH U S WEST PROVIDES
                            THIS INFORMATION TO ITSELF OR ANY OTHER PERSON. SUCH
                            INFORMATION SHALL BE OF EQUAL TYPE AND QUALITY AS
                            THAT WHICH IS AVAILABLE TO U S WEST'S OR
                            CO-PROVIDER'S OWN ENGINEERING AND OPERATIONS STAFF.
                            EITHER PARTY SHALL ALSO ALLOW PERSONNEL DESIGNATED
                            BY THE OTHER PARTY TO JOINTLY EXAMINE, AT NO COST TO
                            THE OTHER PARTY FOR SUCH PERSONNEL, SUCH ENGINEERING
                            RECORDS AND DRAWINGS FOR A SPECIFIC LOCAL ROUTING AT
                            CENTRAL OFFICES AND ENGINEERING OFFICES UPON TEN
                            (10) DAYS' WRITTEN NOTICE. U S WEST AND CO-PROVIDER
                            ACKNOWLEDGE THAT THE REQUEST FOR INFORMATION AND THE
                            SUBJECT MATTER RELATED TO THE REQUEST MADE UNDER
                            THIS SECTION SHALL BE TREATED AS PROPRIETARY
                            INFORMATION.(35)

                   47.4.8   U S WEST shall provide to CO-PROVIDER a Single Point
                            of Contact for negotiating all structure lease and
                            ROW arrangements.

                   47.4.9   U S WEST shall provide information regarding the
                            availability and condition of poles, ducts, conduit
                            and ROW within five (5) Business Days of
                            CO-PROVIDER's request if the information then exists
                            in U S WEST's records (a records based answer) and
                            within twenty (20) Business Days of CO-PROVIDER's
                            request if U S WEST must physically examine the
                            poles, ducts, conduits and ROW (a field based
                            answer) (Request"). CO-PROVIDER shall have the
                            option to be present at the field based survey and
                            U S WEST shall provide CO-PROVIDER at least


----------------
(35) Final Arbitration Order at pg. 18


                                                                         Page 59
<PAGE>

                                                                          Part A

                            twenty-four (24) hours' notice prior to the start of
                            such field survey. During and after this period, U S
                            WEST shall allow CO-PROVIDER personnel to enter
                            manholes and equipment spaces and view pole
                            structures to inspect such structures in order to
                            confirm usability or assess the condition of the
                            structure. U S WEST shall send CO-PROVIDER a written
                            notice confirming availability pursuant to the
                            Request within such twenty (20) day period
                            ("Confirmation").

                   47.4.10  FOR THE PERIOD BEGINNING AT THE TIME OF THE REQUEST
                            AND ENDING NINETY (90) DAYS FOLLOWING CONFIRMATION,
                            EITHER U S WEST OR CO-PROVIDER SHALL RESERVE SUCH
                            POLES, DUCTS, CONDUIT AND ROW FOR THE OTHER PARTY
                            AND SHALL NOT ALLOW ANY USE THEREOF BY ANY THIRD
                            PARTY, INCLUDING THE PARTY PROVIDING CONFIRMATION.
                            THE PARTY REQUESTING ACCESS SHALL ELECT WHETHER OR
                            NOT TO ACCEPT SUCH POLES, DUCTS, CONDUIT AND ROW
                            WITHIN THE NINETY (90) DAY PERIOD FOLLOWING
                            CONFIRMATION. CO-PROVIDER OR U S WEST MAY ACCEPT
                            SUCH FACILITIES BY SENDING WRITTEN NOTICE TO THE
                            PARTY PROVIDING CONFIRMATION ("ACCEPTANCE").(36)

                   47.4.11  Reservation. After Acceptance by CO-PROVIDER,
                            CO-PROVIDER shall have six (6) months to begin
                            attachment and/or installation of its facilities to
                            the poles, ducts, conduit and ROW or request U S
                            WEST to begin make ready or other construction
                            activities. Any such construction, installation or
                            make ready by CO-PROVIDER shall be completed by the
                            end of one (1) year after Acceptance. CO-PROVIDER
                            shall not be in default of the 6-month or 1-year
                            requirement above if such default is caused in any
                            way by any action, inaction or delay on the part of
                            U S WEST or its Affiliates or subsidiaries.

                   47.4.12  Make Ready. U S WEST shall rearrange, modify and/or
                            make ready existing poles, ducts, conduit and ROW
                            where necessary and feasible to provide space for
                            CO-PROVIDER's requirements. Subject to the
                            requirements above, the Parties shall endeavor to
                            mutually agree upon the time frame for the
                            completion of such work within five (5) days
                            following CO-PROVIDER's request; provided, however,
                            that any such work required to be performed by U S
                            WEST shall be completed within sixty (60) days or a
                            reasonable period of time based on standard
                            construction intervals in the industry, unless
                            otherwise agreed by CO-PROVIDER in writing.

                   47.4.13  New Construction. After Acceptance, U S WEST shall
                            complete any new construction, relocation or
                            installation of poles, ducts, conduits or ROW
                            required to be performed by U S WEST or any U S WEST
                            construction, relocation or installation requested
                            by CO-PROVIDER within a reasonable period of time
                            based on standard construction intervals in the
                            industry or sixty (60) days after obtaining all
                            governmental authority or permits necessary to
                            complete such construction, relocation or
                            installation. If U S WEST anticipates that
                            construction, relocation or installation will go
                            beyond standard industry intervals or the sixty (60)
                            day period, U S WEST shall immediately notify
                            CO-PROVIDER and the Parties shall mutually agree on
                            a completion date.


-------------------
(36) Final Arbitration order at pg. 19


                                                                         Page 60
<PAGE>

                                                                          Part A

                   47.4.14  CO-PROVIDER shall begin payment for the use of newly
                            constructed poles, ducts, conduit, and ROW upon
                            completion of such construction and installation and
                            confirmation by appropriate testing methods that the
                            facilities are in a condition ready to operate in
                            CO-PROVIDER's network or upon use (other than for
                            testing) by CO-PROVIDER, whichever is earlier.

                   47.4.15  CO-PROVIDER shall make payment for construction,
                            relocation, rearrangements, modifications and make
                            ready in accordance with Section 3.5 of Attachment 1
                            of this Agreement.

                   47.4.16  [Intentionally left blank for numbering consistency]

                   47.4.17  CO-PROVIDER may, at its option, install its
                            facilities on poles, ducts, conduit and ROW and use
                            CO-PROVIDER or CO-PROVIDER designated personnel to
                            attach its equipment to such U S WEST poles, ducts,
                            conduits and ROW.

                   47.4.18  If available, U S WEST shall provide CO-PROVIDER
                            space in manholes for racking and storage of cable
                            and other materials as requested by CO-PROVIDER.

                   47.4.19  U S WEST shall rearrange, modify and/or make ready
                            any conduit system or poles with retired cable by
                            removing such retired cable from conduit systems or
                            poles to allow for the efficient use of conduit
                            space and pole space. Before denying access based on
                            a lack of capacity, U S WEST must explore potential
                            accommodations with CO-PROVIDER.

                   47.4.20  Where U S WEST has innerducts which are not, at that
                            time, being used or are not reserved as emergency or
                            maintenance spare in accordance with FCC rules and
                            regulations, U S WEST shall offer such ducts for
                            CO-PROVIDER's use.

                   47.4.21  Where a spare innerduct does not exist, U S WEST
                            shall allow CO-PROVIDER to install an innerduct in
                            U S WEST conduit, at CO-PROVIDER's cost and expense.
                            U S WEST must review and approve any installation of
                            innerduct in any U S WEST's duct prior to the start
                            of construction. Such approval shall not be
                            unreasonably delayed, withheld or conditioned.
                            CO-PROVIDER shall provide notice to U S WEST of any
                            work activity not less than twenty-four (24) hours
                            prior to the start of construction.

                   47.4.22  Where U S WEST has any ownership or other rights to
                            ROW to buildings or building complexes, or within
                            buildings or building complexes, U S WEST shall
                            offer such ROW to CO-PROVIDER.

                            (a)     Subject to the approval of the building
                                    owner, if required, the right to use any
                                    available space owned or controlled by U S
                                    WEST in the building or building complex to
                                    install CO-PROVIDER equipment and
                                    facilities;

                            (b)     Subject to the approval of the building
                                    owner if required, ingress and egress to
                                    such space; and



                                                                         Page 61
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                                                                          Part A

                            (c)     Subject to the approval of the building
                                    owner, if required, the right to use
                                    electrical power at parity with U S WEST's
                                    rights to such power.

                   47.4.23  Whenever U S WEST intends to modify or alter any
                            poles, ducts, conduits or ROW which contain
                            CO-PROVIDER's facilities, U S WEST shall provide
                            written notification of such action to CO-PROVIDER
                            so that CO-PROVIDER may have a reasonable
                            opportunity to add to or modify its facilities.
                            CO-PROVIDER shall advise U S WEST, in writing, of
                            its intentions to add or modify the facilities
                            within fifteen (15) Business Days of U S WEST's
                            notification. If CO-PROVIDER adds to or modifies its
                            facilities according to this paragraph, CO-PROVIDER
                            shall bear a proportionate share of the costs
                            incurred by U S WEST in making such facilities
                            accessible.

                   47.4.24  CO-PROVIDER shall not be required to bear any of the
                            costs of rearranging or replacing its facilities, if
                            such rearrangement or replacement is required as a
                            result of an additional attachment or the
                            modification of an existing attachment sought by any
                            entity other than CO-PROVIDER, including U S WEST.

                   47.4.25  U S WEST shall maintain the poles, ducts, conduits
                            and ROW at its sole cost. CO-PROVIDER shall maintain
                            its own facilities installed within the poles,
                            ducts, conduits and ROW at its sole cost. In the
                            event of an emergency, U S WEST shall begin repair
                            of its facilities containing CO-PROVIDER's
                            facilities within a reasonable time frame based on
                            industry standards or a time frame requested by
                            CO-PROVIDER. If U S WEST cannot begin repair within
                            the requested time frame, upon notice and approval
                            of U S WEST, which approval shall not be
                            unreasonably withheld, CO-PROVIDER may begin such
                            repairs without the presence of U S WEST personnel.
                            CO-PROVIDER may climb poles and enter the manholes,
                            handholds, conduits and equipment spaces containing
                            U S WEST's facilities in order to perform such
                            emergency maintenance, but only until such time as
                            qualified personnel of U S WEST arrives ready to
                            continue such repairs. For both emergency and
                            non-emergency repairs, CO-PROVIDER may use spare
                            innerduct or conduits, including the innerduct or
                            conduit designated by U S WEST as emergency spare
                            for maintenance purposes; provided, however, that
                            CO-PROVIDER may only use such spare conduit or
                            innerduct for a maximum period of ninety (90) days.

                   47.4.26  In the event of a relocation necessitated by a
                            governmental entity exercising the power of eminent
                            domain, when such relocation is not reimbursable,
                            all parties shall share pro rata in costs for
                            relocating the base conduit or poles and shall each
                            pay its own cost of cable and installation of the
                            facilities in the newly rebuilt U S WEST poles,
                            ducts, conduits and ROW.

48.       BONA FIDE REQUEST PROCESS FOR FURTHER UNBUNDLING

          48.1     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.


                                                                         Page 62
<PAGE>

                                                                          Part A

          48.2     U S WEST shall use the Bona Fide Request Process ("BFR")
                   process as described in this Section 48, to determine the
                   technical feasibility of the requested interconnection or
                   Network Element(s) and, for those items found to be
                   technically feasible, to provide the terms and timetable for
                   providing the requested items. Additionally, elements,
                   services and functions which are materially or substantially
                   different from those services, elements or functions already
                   provided by U S WEST to itself, its Affiliates, Customers, or
                   end users may, at the discretion of CO-PROVIDER, be subject
                   to this BFR process.

          48.3     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. O-PROVIDER may designate a Request
                   as Confidential.

          48.4     Within forty-eight (48) hours of receipt of a Request, U S
                   WEST shall acknowledge receipt of the Request and review such
                   Request for initial compliance with Subsection 48.3 above. In
                   its acknowledgment, U S WEST shall advise CO-PROVIDER of any
                   missing information reasonably necessary to move the Request
                   to the preliminary analysis described in Subsection 48.5
                   below.

          48.5     Unless otherwise agreed to by the Parties, within thirty (30)
                   calendar days of its receipt of the Request and all
                   information necessary to process it, U S WEST shall provide
                   to CO-PROVIDER a preliminary analysis of the Request. As
                   reasonably requested by CO-PROVIDER, U S WEST agrees to
                   provide status updates to CO-PROVIDER. U S WEST 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 U S WEST incurring any
                   reasonable additional expenses. The preliminary analysis
                   shall specify whether or not the requested 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.

                   48.5.1  If U S WEST determines during the thirty (30) day
                           period that a Request is not technically feasible or
                           that the Request otherwise does not qualify as a
                           Network Element or Interconnection required to be
                           provided under the Act, U S WEST 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 but in no case
                           later than ten (10) calendar days after making such
                           determination.

                   48.5.2  If U S WEST determines during the thirty (30) day
                           period that the Request is technically feasible and
                           otherwise qualifies under the Act, it shall notify
                           CO-PROVIDER in writing of such determination, no
                           later than ten (10) calendar days after making such
                           determination.

                   48.5.3  Unless otherwise agreed to by the Parties, as soon as
                           feasible, but no more than ninety (90) calendar days
                           after U S WEST notifies CO-PROVIDER that the Request
                           is technically feasible, U S WEST 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



                                                                         Page 63
<PAGE>

                            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 pursuant
                                     to Section 48.5.4 below, of the
                                     Interconnection or Network Element; or

                            (b)      the payment for development costs, as
                                     appropriate pursuant to Section 48.5.4
                                     below, of the Interconnection or Network
                                     Element and the applicable rates (recurring
                                     and nonrecurring), excluding the
                                     development. costs.

                   48.5.4   The choice of using either option (a) or (b) above
                            shall be at U S WEST'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 U S
                            WEST as a potential user) or where the requested
                            quantity is insufficient to provide amortization.

          48.6     If U S WEST 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 it Request, or seek
                   remedy under the dispute resolution section of this
                   Agreement.

          48.7     If U S WEST 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.

          48.8     If U S WEST 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 U S WEST's reasonable
                   development costs of the Interconnection or Network Element
                   up to the date of cancellation.

          48.9     U S WEST will use reasonable efforts to determine the
                   technical feasibility and conformance with the Act of the
                   Request within the first thirty-two (32) days of receiving
                   the Request. In the event U S WEST has used option (b) above
                   in its Request quote and U S WEST later determines that the
                   Interconnection or Network Element requested in the Request
                   is not technically feasible or otherwise does not qualify
                   under the Act, U S WEST shall notify CO-PROVIDER within ten
                   (10) Business Days of making such determination and
                   CO-PROVIDER shall not owe any compensation to U S WEST 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 U S WEST.

          48.10    To the extent possible, U S WEST 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 U S WEST determines in accordance with the
                   provisions of this Section 48 that the Request is technically
                   feasible, the Parties agree that CO-PROVIDER's subsequent
                   request or order for the identical type of



                                                                         Page 64
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                                                                          Part A

                   Interconnection or Network Element shall not be subject to
                   the BFR process. To the extent U S WEST has deployed an
                   identical Network Element under a previous BFR, a subsequent
                   BFR is not required. For purposes of this Section 48.10, an
                   "identical" request shall be one that is materially identical
                   to a previous request with respect to the information
                   provided pursuant to Subsections (a) through (e) of Section
                   48.3 above.

          48.11    In the event of a dispute under this Section 48, the Parties
                   agree to seek expedited Commission resolution of the dispute,
                   to be completed within twenty (20) days of U S WEST's
                   response denying CO-PROVIDER's BFR, and in no event more than
                   thirty (30) days after the filing of CO-PROVIDER's petition.
                   Alternatively, the Parties may mutually agree to resolve any
                   disputes under this section through the dispute resolution.
                   process pursuant to Section 27, Part A of this Agreement.

          48.12    All time intervals within which a response is required from
                   one Party to another under this Section 48 are maximum time
                   intervals. The Parties agree that they will provide all
                   responses to the other Party as soon as the Party has the
                   information and analysis required to respond, even if the
                   time interval stated herein for a response is not over.

49.       AUDIT PROCESS

          49.1     As used herein, "Audit" shall mean a comprehensive review of
                   services performed under this Agreement. Either Party (the
                   "Requesting Party") may perform up to three (3) Audits per
                   12-month period commencing with the Effective Date.

          49.2     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, during normal business
                   hours, of any records, accounts and processes which contain
                   information related to 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, the documents and
                   processes to be reviewed, and the time, place and manner in
                   which the Audit shall be performed. The Audited Party agrees
                   to provide Audit support, including appropriate access to and
                   use of the Audited Party's facilities (e.g., conference
                   rooms, telephones, copying machines).

          49.3     Each Party shall bear its own expenses in connection with the
                   conduct of the Audit. The reasonable cost of special data
                   extractions required by the Requesting Party to conduct the
                   Audit will be paid for by the Requesting Party. For purposes
                   of this Section 49.3, 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.
                   Notwithstanding the foregoing, the Audited Party shall pay
                   all of the Requesting Party's external expenses (including,
                   without limitation, the fees of any independent auditor), in
                   the event an Audit 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 amount in
                   dispute or (b) $10,000.


                                                                         Page 65
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                                                                          Part A

          49.4     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 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.

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

          49.6     This Section 49 shall survive expiration or termination of
                   this Agreement for a period of two (2) years after expiration
                   or termination of this Agreement.

          49.7     All transactions under this Agreement which are over
                   thirty-six (36) months old are no longer subject to Audit.

          49.8     All information received or reviewed by the Requesting Party
                   or the independent auditor in connection with the Audit is to
                   be considered Proprietary Information as defined by this
                   Agreement. The Audited Party reserves the right to require
                   any non-employee who is involved directly or indirectly in
                   any Audit or the resolution of its findings as described
                   above to execute a nondisclosure agreement satisfactory to
                   the Audited Party. To the extent an Audit involves access to
                   information of third parties, the Audited Party will
                   aggregate such competitors' data before release to the
                   Requesting Party, to insure the protection of the proprietary
                   nature of information of other competitors. To the extent a
                   competitor is an Affiliate of the Audited Party (including
                   itself and its subsidiaries), the Parties shall be allowed to
                   examine such Affiliate's disaggregated data, as required by
                   reasonable needs of the Audit.

          49.9     "EXAMINATION" SHALL MEAN AN INQUIRY REASONABLY REQUESTED BY
                   EITHER PARTY INTO SPECIFIC ELEMENT(S) OR PROCESS(ES) WHERE
                   THE REQUESTING PARTY RAISES A DISPUTE CONCERNING SERVICES
                   PERFORMED BY THE OTHER PARTY UNDER THIS AGREEMENT AND SUCH
                   DISPUTE HAS NOT BEEN RESOLVED THROUGH THE ESCALATION PROCESS
                   DESCRIBED IN THIS AGREEMENT. ONLY THAT INFORMATION THAT IS
                   NECESSARY TO RESOLVE THE DISPUTE IN ISSUE MUST BE PROVIDED IN
                   THE COURSE OF AN EXAMINATION AND THE TOTAL TIME INVOLVED IN
                   AN EXAMINATION FOR EACH PARTY MAY NOT EXCEED THREE (3) PEOPLE
                   FOR THREE (3) DAYS. APPROPRIATE PROVISIONS OF THIS SECTION 49
                   THAT APPLY TO AUDITS SHALL ALSO APPLY TO EXAMINATIONS, EXCEPT
                   THAT EITHER PARTY MAY CONDUCT ONLY A TOTAL OF NINE (9)
                   EXAMINATIONS AND AUDITS PER YEAR, WITH A MAXIMUM OF THREE (3)
                   AUDITS PER YEAR.(37)

50.       MISCELLANEOUS SERVICES

          50.1     BASIC 911 AND E911 GENERAL REQUIREMENTS

                   50.1.1   Basic 911 and E911 provides a caller access to the
                            appropriate emergency service bureau by dialing a
                            3-digit universal telephone number (911). Basic 911
                            and E911 access from Local Switching shall be
                            provided to CO-PROVIDER in accordance with the
                            following:


---------------
(37) Final Arbitration Order at pg. 21


                                                                         Page 66
<PAGE>

                                                                          Part A

                   50.1.2   Each Party will be responsible for those portions of
                            the 911 System for which it has reasonable control,
                            including any necessary maintenance to each Party's
                            portion of the 911 System.

                   50.1.3   E911 shall provide additional routing flexibility
                            for 911 calls. E911 shall use Customer data,
                            contained in the Automatic Location
                            Identification/Data Management System ("ALI/DMS"),
                            to determine to which Public Safety Answering Point
                            ("PSAP") to route the call.

                   50.1.4   If available in the U S WEST network, U S WEST shall
                            offer a third type of 911 service, S911. All
                            requirements for E911 also apply to S911 with the
                            exception of the type of signaling used on the
                            interconnection trunks from the local switch to the
                            E911 Tandem.

                   50.1.5   Basic 911 and E911 functions provided to CO-PROVIDER
                            shall be at least at parity with the support and
                            services that U S WEST provides to its Customers for
                            such similar functionality.

                   50.1.6   Basic 911 and E911 access from Local Switching
                            shall be provided to CO-PROVIDER in accordance with
                            the following:

                            50.1.6.1     U S WEST shall conform to all state
                                         regulations concerning emergency
                                         services.

                            50.1.6.2     For E911 provided to resold lines or in
                                         association with unbundled switching,
                                         U S WEST shall use its service order
                                         process to update and maintain Customer
                                         information in the ALI/DMS data base.
                                         Through this process, U S WEST shall
                                         provide and validate Customer
                                         information resident or entered into
                                         the ALI/DMS data base.

                   50.1.7   U S WEST shall provide for overflow 911 traffic
                            consistent with U S WEST policy and procedure.

                   50.1.8   Basic 911 and E911 access from the CO-PROVIDER local
                            switch shall be provided to CO-PROVIDER in
                            accordance with the following:

                            50.1.8.1     If required by CO-PROVIDER, U S WEST
                                         shall interconnect direct trunks from
                                         the CO-PROVIDER network to the E911
                                         Tandem for connection to the PSAP. Such
                                         trunks to the E911 Tandem may
                                         alternatively be provided by
                                         CO-PROVIDER.

                            50.1.8.2     In government jurisdictions where U S
                                         WEST has obligations under existing
                                         agreements as the primary provider of
                                         the 911 System to the county,
                                         CO-PROVIDER shall participate in the
                                         provision of the 911 System as follows:


                                                                         Page 67
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                                                                          Part A

                                         (a)    Each Party shall be responsible
                                                for those portions of the 911
                                                System for which it has control,
                                                including any necessary
                                                maintenance to each Party's
                                                portion of the 911 System.

                                         (b)    U S WEST shall be responsible
                                                for maintaining the E-911
                                                database.

                            50.1.8.3            If a third party is the primary
                                         service provider to a government
                                         agency, CO-PROVIDER shall negotiate
                                         separately with such third party with
                                         regard to the provision of 911 service
                                         to the agency. All relations between
                                         such third party and CO-PROVIDER are
                                         totally separate from this Agreement
                                         and U S WEST makes no representations
                                         on behalf of the third party.

                            50.1.8.4            If CO-PROVIDER or an Affiliate
                                         is the primary service provider to a
                                         government agency, CO-PROVIDER and U S
                                         WEST shall negotiate the specific
                                         provisions necessary for providing 911
                                         service to the agency and shall include
                                         such provisions in an amendment to this
                                         Agreement.

                            50.1.8.5            Interconnection and database
                                         access shall be priced as specified in
                                         Attachment I to this Agreement or at
                                         any rate charged to other
                                         interconnected carriers, whichever is
                                         lower.

                            50.1.8.6            CO-PROVIDER will separately
                                         negotiate with each county regarding
                                         the collection and reimbursement to the
                                         county of applicable Customer taxes for
                                         911 service.

                            50.1.8.7            U S WEST shall comply with
                                         established, competitively neutral
                                         intervals for installation of
                                         facilities, including any collocation
                                         facilities, diversity requirements,
                                         etc.

                            50.1.8.8            In a resale situation, where it
                                         may be appropriate for U S WEST to
                                         update the ALI database, U S WEST shall
                                         update such database with CO-PROVIDER
                                         data in an interval no less than is
                                         experienced by U S WEST Customers, or
                                         than for other carriers, whichever is
                                         faster, at no additional cost.

                   50.1.9   The following are Basic 911 and E911 Database
                            Requirements:

                            50.1.9.1     The ALI database shall be managed by
                                         U S WEST, but is the property of U S
                                         WEST and any participating telephone
                                         company and CLEC for those records
                                         provided by the company.

                            50.1.9.2     U S WEST, or its agent, will be
                                         responsible for maintaining the E-911
                                         Database. U S WEST, or its agent, will
                                         provide a copy of the Master Street
                                         Address Guide ("MSAG"), and periodic
                                         updates, to CO-PROVIDER.



                                                                         Page 68
<PAGE>

                                                                          Part A

                            50.1.9.3     Copies of the MSAG shall be provided
                                         within twenty-one (21) calendar days
                                         from the time requested and shall be
                                         provided on diskette, magnetic tape, or
                                         in a format suitable for use with
                                         desktop computers.

                            50.1.9.4     CO-PROVIDER assumes all responsibility
                                         for the accuracy of the data that
                                         CO-PROVIDER provides to U S WEST for
                                         MSAG preparation and E-911 Database
                                         operation.

                            50.1.9.5     CO-PROVIDER shall be solely responsible
                                         for providing CO-PROVIDER database
                                         records to U S WEST for inclusion in U
                                         S WEST's ALI database on a timely
                                         basis.

                            50.1.9.6     CO-PROVIDER will provide end user data
                                         to the U S WEST ALI database that are
                                         Master Street Address Guide (MSAG)
                                         valid.

                            50.1.9.7     CO-PROVIDER will update its end user
                                         records provided to the U S WEST ALI
                                         database to agree with the 911 MSAG
                                         standards for its service areas.

                            50.1.9.8     U S WEST and CO-PROVIDER shall arrange
                                         for the automated input and periodic
                                         updating of the E911 database
                                         information related to CO-PROVIDER end
                                         users for resold lines in accordance
                                         with Section 10.1 of Attachment 2 of
                                         this Agreement. CO-PROVIDER may
                                         request, through the BFR process,
                                         similar arrangements for CO-PROVIDER
                                         customers served on a non-resale basis.
                                         U S WEST will furnish CO-PROVIDER any
                                         variations to NENA recommendations
                                         required for ALI database input. The
                                         cost of magnetic tape transfer shall be
                                         borne by CO-PROVIDER.

                            50.1.9.9     U S WEST and CO-PROVIDER shall arrange
                                         for the automated input and periodic
                                         updating of the E911 database
                                         information related to CO-PROVIDER end
                                         users. For resold services, U S WEST
                                         shall work cooperatively with
                                         CO-PROVIDER to ensure the accuracy of
                                         the data transfer by verifying it
                                         against the Master Street Address Guide
                                         (MSAG). For CO-PROVIDER's customers
                                         served by unbundled Network Elements or
                                         through CO-PROVIDER's own facilities,
                                         CO-PROVIDER shall ensure the accuracy
                                         of its 911 data by verifying it against
                                         the MSAG.

                            50.1.9.10    CO-PROVIDER shall assign an E911
                                         database coordinator charged with the
                                         responsibility of forwarding
                                         CO-PROVIDER end user ALI record
                                         information to U S WEST or via a
                                         third-party entity, charged with the
                                         responsibility of ALI record transfer.
                                         CO-PROVIDER assumes all responsibility
                                         for the accuracy of the data that
                                         CO-PROVIDER provides to U S WEST.

                            50.1.9.11    The Parties shall maintain a single
                                         point of contact to coordinate all
                                         E911 activities under this Agreement.


                                                                         Page 69
<PAGE>

                                                                          Part A

                            50.1.9.12    For resold services, CO-PROVIDER shall
                                         provide information on new Customers to
                                         U S WEST within one (1) Business Day of
                                         the order completion. U S WEST shall
                                         update the database within two (2)
                                         Business Days of receiving the data
                                         from CO-PROVIDER. If U S WEST detects
                                         an error in the CO-PROVIDER provided
                                         data, the data shall be returned to
                                         CO-PROVIDER within two (2) Business
                                         Days from when it was provided to U S
                                         WEST. CO-PROVIDER shall respond to
                                         requests from U S WEST to make
                                         corrections to database record errors
                                         by uploading corrected records within
                                         two (2) Business Days. Manual entry
                                         shall be allowed only in the event that
                                         the system is not functioning properly.
                                         CO-PROVIDER may request) through the
                                         BFR process, similar services from U S
                                         WEST for their customers who are served
                                         on a non-resale basis.

                            50.1.9.13    The Parties will cooperate to implement
                                         the adoption of a Carrier Code (NENA
                                         standard five-character field) on all
                                         ALI records received from CO-PROVIDER,
                                         when those standards, NENA-02-CON, are
                                         adopted by the industry standards
                                         process. U S WEST will furnish
                                         CO-PROVIDER any variations from NENA
                                         recommendations required for ALI
                                         database input. The Carrier Code will
                                         be used to identify the carrier of
                                         record in INP configurations.

                            50.1.9.14    CO-PROVIDER will provide end user data
                                         to the U S WEST ALI database utilizing
                                         NENA-02-001 Recommended Formats For
                                         Data Exchange, and Recommended Standard
                                         For Street Thoroughfare Abbreviations
                                         and Protocols For Data Exchange and
                                         Data Quality utilizing NENA Recommended
                                         Formats for Data Exchange document
                                         dated June 1993.

                            50.1.9.15    U S WEST shall identify which ALI
                                         databases cover which states, counties
                                         or parts thereof, and identify and
                                         communicate a point of contact for
                                         each.

                            50.1.9.16    U S WEST will provide CO-PROVIDER with
                                         the identification of the U S WEST 911
                                         controlling office that serves each
                                         geographic area served by CO-PROVIDER.

                            50.1.9.17    U S WEST shall provide to CO-PROVIDER,
                                         for CO-PROVIDER Customers, E911/911
                                         call routing to the appropriate Public
                                         Safety Answering Point ("PSAP') for
                                         resold lines. U S WEST shall provide
                                         and validate CO-PROVIDER Customer
                                         information to the PSAP in the same
                                         fashion as it does for its own
                                         Customers. U S WEST shall use its
                                         service order process to update and
                                         maintain, on the same schedule that it
                                         uses for its end users, the CO-PROVIDER
                                         Customer service information in the
                                         ALI/DMS used to support E911/911
                                         services. CO-PROVIDER may request,
                                         through the BFR process, similar
                                         services from U S WEST for their
                                         customers who are served on a
                                         non-resale basis.


                                                                         Page 70
<PAGE>

                                                                          Part A

                            50.1.9.18    CO-PROVIDER exchanges to be included in
                                         U S WEST's E911 Database will be
                                         indicated via written notice and will
                                         not require an amendment to this
                                         Agreement.

                   50.1.10  The following are Basic 911 and E911 Network
                            Requirements:

                            50.1.10.1    U S WEST, at CO-PROVIDER option, shall
                                         provide a minimum of two (2) E911
                                         trunks per jurisdictional area, or that
                                         quantity which will maintain P.01
                                         transmission grade of service, or the
                                         level of service provided by U S WEST
                                         to itself, whichever is the higher
                                         grade of service. These trunks will be
                                         dedicated to routing 911 calls from
                                         CO-PROVIDER switch to a U S WEST E911
                                         tandem.

                            50.1.10.2    U S WEST shall provide CO-PROVIDER a
                                         data link to the ALI/DMS database or
                                         permit CO-PROVIDER to provide its
                                         own data link to the ALI/DMS
                                         database. U S WEST shall provide
                                         error reports from the ALI/DMS
                                         database to CO-PROVIDER immediately
                                         after CO-PROVIDER inputs information
                                         into the ALI/DMS database.
                                         Alternately, CO-PROVIDER may utilize
                                         U S WEST or a third party entity to
                                         enter Customer information into the
                                         database on a demand basis, and
                                         validate Customer information on a
                                         demand basis.

                            50.1.10.3    U S WEST shall provide the selective
                                         routing of E911 calls received from
                                         CO-PROVIDER switching office. This
                                         includes the ability to receive the ANI
                                         of the CO-PROVIDER Customer,
                                         selectively route the call to the
                                         appropriate PSAP, and forward the
                                         Customer's ANI to the PSAP. U S WEST
                                         shall provide CO-PROVIDER with the
                                         appropriate CLLI codes and
                                         specifications regarding the tandem
                                         serving area associated addresses and
                                         meet points in the network.

                            50.1.10.4    Copies of E911 Tandem Boundary Maps
                                         shall be available to CO-PROVIDER. Each
                                         map shows the areas served by that E911
                                         tandem. The map provides CO-PROVIDER
                                         the information necessary to set up its
                                         network to route E911 callers to the
                                         correct E911 tandem.

                            50.1.10.5    CO-PROVIDER shall ensure that its
                                         switch provides an eight-digit ANI
                                         consisting of an information digit and
                                         the seven-digit exchange code.
                                         CO-PROVIDER shall also ensure that its
                                         switch provides the line number of the
                                         calling station. In the event of a
                                         change in industry standards, the
                                         Parties shall cooperate to incorporate
                                         the changed standards in their
                                         respective networks.

                            50.1.10.6    Each ALI discrepancy report shall be
                                         jointly researched by U S WEST and
                                         CO-PROVIDER. Corrective action shall be
                                         taken immediately by the responsible
                                         party.

                            50.1.10.7    Technical specifications for E911
                                         network interface are available through
                                         U S WEST technical publication 77338.
                                         Technical specifications for database
                                         loading and maintenance are available
                                         through the third party database
                                         manager -- SCC.


                                                                         Page 71
<PAGE>

                                                                          Part A

                            50.1.10.8    U S WEST shall begin restoration of
                                         E911 and/or E911 trunking facilities
                                         immediately upon notification of
                                         failure or outage. U S WEST must
                                         provide priority restoration of
                                         trunks or networks outages on the
                                         same terms/conditions it provides
                                         itself and without the imposition of
                                         Telecommunications Service Priority
                                         (TSP).

                            50.1.10.9    U S WEST shall identify any special
                                         operator-assisted calling requirements
                                         to support 911.

                            50.1.10.10   Trunking shall be arranged to minimize
                                         the likelihood of central office
                                         isolation due to cable cuts or other
                                         equipment failures. There will be an
                                         alternate means of transmitting a 911
                                         call to a PSAP in the event of
                                         failures.

                            50.1.10.11   Circuits shall have interoffice, loop
                                         and carrier system diversity when such
                                         diversity can be achieved using
                                         existing facilities. Circuits will be
                                         divided as equally as possible across
                                         available carrier systems. Diversity
                                         will be maintained or upgraded to
                                         utilize the highest level of diversity
                                         available in the network.

                            50.1.10.12   Equipment and circuits used for 911
                                         shall be monitored at all times.
                                         Monitoring of circuits shall be done to
                                         the individual circuit level.
                                         Monitoring shall be conducted by U S
                                         WEST for trunks between the tandem and
                                         all associated PSAPs.

                            50.1.10.13   Repair service shall begin immediately
                                         upon receipt of a report of a
                                         malfunction. Repair service includes
                                         testing and diagnostic service from a
                                         remote location, dispatch of or
                                         in-person visit(s) of personnel.
                                         Technicians will be dispatched without
                                         delay.

                            50.1.10.14   All 911 trunks must adhere to the
                                         Americans with Disabilities Act
                                         requirements.

                            50.1.10.15   The Parties will cooperate in the
                                         routing of 911 traffic in those
                                         instances where the ALI/ANI information
                                         is not available on a particular 911
                                         call.

                            50.1.10.16   CO-PROVIDER is responsible for network
                                         management of its network components in
                                         compliance with the Network Reliability
                                         Council Recommendations and meeting the
                                         network standard of U S WEST for the
                                         911 call delivery.

                  50.1.11   Basic 911 and E911 Additional Requirements

                            50.1.11.1    All CO-PROVIDER lines that have been
                                         ported via INP shall reach the correct
                                         PSAP when 911 is dialed. U S WEST shall
                                         send both the ported number and the
                                         CO-PROVIDER number (if both are
                                         received from CO-PROVIDER). The PSAP
                                         attendant shall see both numbers



                                                                         Page 72
<PAGE>


                                                                          Part A

                                         where the PSAP is using a standard ALI
                                         display screen and the PSAP extracts
                                         both numbers from the data that is
                                         sent.

                            50.1.11.2    U S WEST shall work with the
                                         appropriate government agency to
                                         provide CO-PROVIDER the ten-digit POTS
                                         number of each PSAP which sub-tends
                                         each U S WEST E911 Tandem to which
                                         CO-PROVIDER is interconnected.

                            50.1.11.3    U S WEST will provide CO-PROVIDER with
                                         the ten-digit telephone numbers of each
                                         PSAP agency, for which U S WEST
                                         provides the 911 function, to be used
                                         by CO-PROVIDER operators for handling
                                         emergency calls in those instances
                                         where the CO-PROVIDER' Customer dials
                                         "0" instead of "911."

                            50.1.11.4    CO-PROVIDER will provide U S WEST with
                                         the ten-digit telephone numbers of each
                                         PSAP agency, for which CO-PROVIDER
                                         provides the 911 function, to be used
                                         by U S WEST operators for handling
                                         emergency calls in those instances
                                         where the U S WEST Customer dials "0,'
                                         instead of "911."

                            50.1.11.5    U S WEST shall notify CO-PROVIDER
                                         forty-eight (48) hours in advance of
                                         any scheduled testing or maintenance
                                         affecting CO-PROVIDER 911 service, and
                                         provide notification as soon as
                                         possible of any unscheduled outage
                                         affecting CO-PROVIDER 911 service.

                            50.1.11.6    CO-PROVIDER shall be responsible for
                                         reporting all errors, defects and
                                         malfunctions to U S WEST. U S WEST
                                         shall provide CO-PROVIDER with the
                                         point of contact for reporting errors,
                                         defects, and malfunctions in the
                                         service and shall also provide
                                         escalation contacts.

                            50.1.11.7    CO-PROVIDER may enter into subcontracts
                                         with third parties, including
                                         CO-PROVIDER affiliates, for the
                                         performance of any of CO-PROVIDER
                                         duties and obligations stated herein.

                            50.1.11.8    U S WEST shall provide sufficient
                                         planning information regarding
                                         anticipated moves to SS7 signaling for
                                         the next twelve (12) months.

                            50.1.11.9    U S WEST shall provide notification of
                                         any pending tandem moves, NPA splits,
                                         or scheduled maintenance outages, with
                                         enough time to react.

                            50.1.11.10   U S WEST shall provide "reverse ALI"
                                         inquiries by public safety entities,
                                         consistent with U S WEST's practices
                                         and procedures.

                            50.1.11.11   U S WEST shall manage NPA splits by
                                         populating the ALI database with the
                                         appropriate new NPA codes, consistent
                                         with U S WEST's practices and
                                         procedures for resold services.


                                                                         Page 73
<PAGE>

                                                                          Part A

                            50.1.11.12   U S WEST must provide the ability for
                                         CO-PROVIDER to update 911 database with
                                         end user information for lines that
                                         have been ported via INP or NP.

                            50.1.11.13   The data in the ALI database shall be
                                         managed by U S WEST but is the property
                                         of U S WEST and all participating
                                         telephone companies.

                   50.1.12  Performance Criteria. E-911 Database accuracy shall
                            be as set forth below:

                            50.1.12.1    Accuracy of ALI (Automatic Location
                                         Identification) data submitted by
                                         CO-PROVIDER to U S WEST will be
                                         measured jointly by the PSAPs and U S
                                         WEST. All such reports shall be
                                         forwarded to CO-PROVIDER by U S WEST
                                         and will indicate incidents when
                                         incorrect or no ALI data is displayed.
                                         A report regarding any inaccuracy shall
                                         be prepared by U S WEST.

                            50.1.12.2    Each discrepancy report will be jointly
                                         researched by U S WEST and CO-PROVIDER.
                                         Corrective action will be taken
                                         immediately by the responsible party.

                            50.1.12.3    Each party will be responsible for the
                                         accuracy of the Customer records it
                                         provides.

          50.2     DIRECTORY ASSISTANCE SERVICE

                   50.2.1   U S WEST shall provide for the routing of Directory
                            Assistance calls, including but not limited to 411,
                            555-1212, NPA-555-1212 dialed by CO-PROVIDER
                            Customers directly to either the CO-PROVIDER
                            Directory Assistance service platform or U S WEST
                            Directory Assistance service platform as specified
                            by CO-PROVIDER.

                   50.2.2   CO-PROVIDER Customers shall be provided the
                            capability by U S WEST to dial the same telephone
                            numbers for access to CO-PROVIDER Directory
                            Assistance that U S WEST Customers use to access U S
                            WEST Directory Assistance.

                   50.2.3   U S WEST shall provide Directory Assistance
                            functions and services to CO-PROVIDER for its
                            Customers as described below until, at CO-PROVIDER's
                            discretion, U S WEST routes calls to the CO-PROVIDER
                            Directory Assistance Services platform.

                            50.2.3.1     U S WEST agrees to provide CO-PROVIDER
                                         Customers with the same Directory
                                         Assistance service available to U S
                                         WEST Customers.

                            50.2.3.2     U S WEST shall notify CO-PROVIDER in
                                         advance of any changes or enhancements
                                         to its Directory Assistance Service,
                                         and shall make available such service
                                         enhancements on a non-discriminatory
                                         basis to CO-PROVIDER.


                                                                         Page 74
<PAGE>

                                                                          Part A

                            50.2.3.3            U S WEST shall provide Directory
                                         Assistance to CO-PROVIDER Customers in
                                         accordance with U S WEST's internal
                                         operating procedures and standards,
                                         which shall, at a minimum, comply with
                                         accepted professional and industry
                                         standards.

                            50.2.3.4            U S WEST shall provide
                                         CO-PROVIDER with the same level of
                                         support for the provisioning of
                                         Directory Assistance as U S WEST
                                         provides itself.

                            50.2.3.5            Service levels shall comply, at
                                         a minimum, with Commission requirements
                                         for Directory Assistance.

                            50.2.3.6            U S WEST agrees to maintain an
                                         adequate operator work force based on a
                                         review and analysis of actual call
                                         attempts and abandonment rate.

                            50.2.3.7            CO-PROVIDER SHALL PARTICIPATE IN
                                         ALL CALL MONITORING ACTIVITIES
                                         AVAILABLE TO U S WEST AND TO REMOTE
                                         CALL MONITOR AS CUSTOMARILY PRACTICED
                                         BY THE OUTSOURCE CUSTOMERS OF CALL
                                         CENTERS.(38)

                            50.2.3.7.1   [INTENTIONALLY LEFT BLANK FOR NUMBERING
                                         CONSISTENCY.](39)

                            50.2.3.8            U S WEST shall provide the
                                         following minimum Directory Assistance
                                         capabilities to CO-PROVIDER Customers:

                                         (a)    A maximum of two (2) Customer
                                                listings and/or addresses or U S
                                                WEST parity per CO-PROVIDER
                                                Customer request.

                                         (b)    Name and address to CO-PROVIDER
                                                Customers upon request, except
                                                for unlisted numbers, in the
                                                same states where such
                                                information is provided to U S
                                                WEST Customers.

                                         (c)    For CO-PROVIDER customers who
                                                are served exclusively through
                                                resold U S WEST retail services,
                                                CO-PROVIDER may resell U S
                                                WEST's Directory Assistance call
                                                completion services to the
                                                extent U S WEST offers call
                                                Directory Assistance completion
                                                to its own end users. For
                                                CO-PROVIDER customers who are
                                                served from an CO-PROVIDER
                                                switch, CO-PROVIDER may request
                                                Directory Assistance call
                                                completion services through the
                                                BFR process. Such BFR process
                                                shall address the identification
                                                of the CO-PROVIDER end user at
                                                the U S WEST Directory
                                                Assistance platform for purposes
                                                of routing and billing of
                                                intraLATA and interLATA toll
                                                calls.


--------------------
(38) Final Arbitration Order at pg. 22
(39) Final Arbitration Order at pg. 23


                                                                         Page 75
<PAGE>

                                                                          Part A

                                         (d)    The U S WEST mechanized
                                                interface with the U S WEST
                                                subscriber listing database is
                                                not available for CO-PROVIDER as
                                                of the Effective Date of this
                                                Agreement. When the mechanized
                                                interface is available, U S WEST
                                                will populate the Directory
                                                Assistance database in the same
                                                manner and in the same time
                                                frame as for U S WEST Customers.

                                         (e)    Any information provided by a
                                                Directory Assistance Automatic
                                                Response Unit (ARU) shall be
                                                repeated the same number of
                                                times for CO-PROVIDER Customers
                                                as for U S WEST Customers.

                                         (f)    When an CO-PROVIDER Customer
                                                served on a resale or unbundled
                                                switching basis requests a U S
                                                WEST Directory Assistance
                                                operator to provide instant
                                                credit on a Directory Assistance
                                                call, the U S WEST Directory
                                                Assistance operator shall inform
                                                the CO-PROVIDER Customer to call
                                                an 800 number for CO-PROVIDER
                                                Customer service to request a
                                                credit. The accurate
                                                identification of CO-PROVIDER as
                                                the customer's local service
                                                provider by the U S WEST
                                                Directory Assistance operator
                                                requires the use of separate
                                                CO-PROVIDER trunks to the
                                                Directory Assistance Platform.

                            50.2.3.9            For resold lines and unbundled
                                         switching, U S WEST shall provide data
                                         regarding billable events as requested
                                         by CO-PROVIDER.

                            50.2.3.10    U S WEST agrees to (a) provide to
                                         CO-PROVIDER operators, on line access
                                         to U S WEST's Directory Assistance
                                         database equivalent to the access
                                         provided to U S WEST operators; (b)
                                         allow CO-PROVIDER or an CO-PROVIDER
                                         designated operator bureau to license U
                                         S WEST's subscriber listings database
                                         on terms and conditions equivalent to
                                         the terms and conditions upon which U S
                                         WEST utilizes such databases; and (c)
                                         in conjunction with branded or
                                         unbranded Directory Assistance services
                                         pursuant to Section 8 of this Part A,
                                         provide caller-optional Directory
                                         Assistance call completion service
                                         which is comparable in every way to the
                                         Directory Assistance call completion
                                         service U S WEST makes available to its
                                         own users. CO-PROVIDER may, at its
                                         option, request U S WEST not to provide
                                         call completion services to
                                         CO-PROVIDER.

                            50.2.3.11    In addition to charges for Directory
                                         Assistance, when call completion for an
                                         intraLATA toll call is requested, the
                                         applicable charge for the completion of
                                         such intraLATA toll call will apply.

          50.3    OPERATOR SERVICES

                  50.3.1   U S WEST shall provide, for the routing of local
                           Operator Services calls (including, but not limited,
                           to 0+, 0-) dialed by CO-PROVIDER Customers directly


                                                                         Page 76
<PAGE>

                                                                          Part A

                           to either the CO-PROVIDER Operator Service platform
                           or U S WEST Operator Service platform as specified by
                           CO-PROVIDER.

                   50.3.2   CO-PROVIDER Customers shall be provided the
                            capability by U S WEST to dial the same telephone
                            numbers to access CO-PROVIDER Operator Service that
                            U S WEST Customers dial to access U S WEST Operator
                            Service.

                   50.3.3   U S WEST shall provide Operator Services to
                            CO-PROVIDER as described below until, at
                            CO-PROVIDER's discretion, U S WEST routes calls to
                            the CO-PROVIDER local Operator Services platform.

                            50.3.3.1            U S WEST agrees to provide
                                         CO-PROVIDER Customers the. same
                                         Operator Services available to U S WEST
                                         Customers. U S WEST shall make
                                         available its service enhancements on a
                                         nondiscriminatory basis.

                            50.3.3.2            U S WEST shall provide the
                                         following minimum Operator Service
                                         capabilities to CO-PROVIDER Customers:

                                         (a)    U S WEST shall complete 0+ and
                                                0- dialed local calls, including
                                                0-Coin, Automatic Coin Telephone
                                                Service (ACTS) and the
                                                completion of coin calls, the
                                                collection of coins and the
                                                provision of coin rates.

                                         (b)    U S WEST shall complete 0+
                                                intraLATA and, when offered,
                                                interLATA toll calls. The
                                                Parties will cooperate to
                                                develop industry standards to
                                                include the end user's PlC in
                                                Operator Services signaling and
                                                the development of associated
                                                routing procedures.

                                         (c)    U S WEST shall complete calls
                                                for CO-PROVIDER Customers that
                                                are billed to calling cards and
                                                other commercial cards on the
                                                same basis as provided to U S
                                                WEST own customers and
                                                CO-PROVIDER shall designate to U
                                                S WEST the acceptable types of
                                                special billing.

                                         (d)    U S WEST shall complete
                                                person-to-person calls.

                                         (e)    U S WEST shall complete collect
                                                calls.

                                         (f)    U S WEST shall provide the
                                                capability for callers to bill
                                                to a third party and complete
                                                such calls.

                                         (g)    U S WEST shall complete
                                                station-to-station calls.

                                         (h)    U S WEST shall process emergency
                                                calls.

                                         (i)    U S WEST shall process Busy Line
                                                Verify and Busy Line Interrupt
                                                requests.


                                                                         Page 77
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                                                                          Part A

                                         (j)    U S WEST shall process emergency
                                                call trace in accordance with
                                                its normal and customary
                                                procedures.

                                         (k)    U S WEST shall process
                                                operator-assisted Directory
                                                Assistance calls.

                                         (l)    U S WEST operators shall provide
                                                CO-PROVIDER Customers with long
                                                distance rate quotes to the
                                                extent U S WEST provides such
                                                rate quotes to its own end
                                                users. Based on technology
                                                available as of the Effective
                                                Date of this Agreement, the
                                                provision of rate quotes to
                                                CO-PROVIDER Customers requires a
                                                separate CO-PROVIDER trunk group
                                                to the. U S WEST Operator
                                                Services platform to identify
                                                the caller as an CO-PROVIDER
                                                Customer.

                                         (m)    U S WEST operators shall provide
                                                CO-PROVIDER Customers with time
                                                and charges to the extent U S
                                                WEST provides such time and
                                                charges to its own end users.
                                                Based on technology available as
                                                of the Effective Date of this
                                                Agreement, the provision of time
                                                and charges to CO-PROVIDER
                                                Customers requires a separate
                                                CO-PROVIDER trunk group to the U
                                                S WEST Operator Services
                                                platform to identify the caller
                                                as an CO-PROVIDER Customer.

                                         (n)    U S WEST shall route 0- traffic
                                                to a "live" operator team.

                                         (o)    WHEN REQUESTED BY CO-PROVIDER, U
                                                S WEST SHALL PROVIDE INSTANT
                                                CREDIT ON OPERATOR SERVICES
                                                CALLS ON A NONDISCRIMINATORY
                                                BASIS AS PROVIDED TO U S WEST
                                                CUSTOMERS OR SHALL INFORM
                                                CO-PROVIDER CUSTOMERS TO CALL A
                                                TOLL FREE NUMBER FOR CO-PROVIDER
                                                CUSTOMER SERVICE TO REQUEST A
                                                CREDIT. U S WEST SHALL PROVIDE
                                                ONE (1) TOLL FREE NUMBER FOR
                                                BUSINESS CUSTOMERS AND ANOTHER
                                                FOR RESIDENTIAL CUSTOMERS. A
                                                RECORD OF THE REQUEST FOR CREDIT
                                                AND THE AMOUNT OF ANY CREDIT
                                                ACTUALLY ISSUED BY U S WEST
                                                SHALL BE PASSED ON TO
                                                CO-PROVIDER THROUGH THE AMA
                                                RECORD. THE AGGREGATE VALUE OF
                                                ANY CREDIT ISSUED TO AN
                                                CO-PROVIDER CUSTOMER SHALL BE
                                                SHARED EQUALLY BY EACH PARTY. U
                                                S WEST SHALL IN THE NORMAL
                                                COURSE OF BILLING ISSUE
                                                CO-PROVIDER CREDIT EQUAL TO 50%
                                                OF THE AGGREGATE VALUE OF
                                                OPERATOR SERVICE AND DIRECTORY
                                                ASSISTANCE CREDITS ISSUED BY U S
                                                WEST ON CO-PROVIDER'S BEHALF.
                                                (40)

                                         (p)    U S WEST shall provide caller
                                                assistance for the disabled in
                                                the same manner as provided to
                                                US WEST Customers.


-------------------
(40) Final arbitration Order at pg. 25

                                                                         Page 78
<PAGE>

                                                                          Part A

                                         (q)    When available to U S WEST end
                                                users, U S WEST shall provide
                                                operator-assisted conference
                                                calling to CO-PROVIDER.

                   50.3.3   U S WEST shall exercise at least the same level of
                            fraud control in providing Operator Service to
                            CO-PROVIDER that U S WEST provides for its own
                            Operator Service, where the CO-PROVIDER fraud
                            control data is in U S WEST's LIDB database.

                   50.3.4   U S WEST shall perform billed number screening when
                            handling collect, third party, and calling card
                            calls, both for station to station and person to
                            person call types.

                   50.3.5   CO-PROVIDER SHALL BE PERMITTED TO PARTICIPATE IN ALL
                            CALL MONITORING ACTIVITIES AVAILABLE TO U S WEST AND
                            TO REMOTE CALL MONITOR AS CUSTOMARILY PRACTICED BY
                            THE OUTSOURCE CUSTOMERS OF CALL CENTERS.(41)

                            50.3.5.1     [Intentionally LEFT BLANK.](42)

                   50.3.6   U S WEST shall direct Customer account and other
                            similar inquiries to the Customer service center
                            designated by CO-PROVIDER.

                   50.3.7   U S WEST shall provide an electronic feed of
                            Customer call records in "EMR" format to CO-PROVIDER
                            in accordance with the time schedule mutually agreed
                            between the Parties.

                   50.3.8   U S WEST shall update the Line Information Data Base
                            ("LIDB") for CO-PROVIDER Customers. Additionally, U
                            S WEST must provide access to LIDB for validation of
                            collect, third party billed, and LEC card billed
                            calls.

                   50.3.9   Where INP is deployed and when a BLV/BLI request for
                            a ported number is directed to a U S WEST operator
                            and the query is not successful (i.e., the request
                            yields an abnormal result), CO-PROVIDER may request,
                            through the BFR process, that the operator confirm
                            whether the number has been ported and direct the
                            request to the appropriate operator.

                   50.3.10  U S WEST shall allow CO-PROVIDER to order
                            provisioning of Telephone Line Number ("TLN")
                            calling cards and BNS, in its LIDB, for ported
                            numbers, as specified by CO-PROVIDER. U S WEST shall
                            continue to allow CO-PROVIDER access to its LIDB.

                   50.3.11  Toll and Assistance ("T/A") refers to functions
                            Customers associate with the "0" operator. Subject
                            to availability and capacity, access may be provided
                            via Operator Services trunks purchased from U S WEST
                            or provided by CO-PROVIDER via collocation
                            arrangements to route calls to CO-PROVIDER's
                            platform.


----------------
(41)  Final Arbitration Order at pg. 22
(42)  Final Arbitration Order at pg. 23
                                                                         Page 79
<PAGE>

                                                                          Part A

                   50.3.12  Automated Branding - ability to announce the
                            carrier's name to the Customer during the
                            introduction of the call.

                   50.3.13  Interconnection to the U S WEST Toll and Assistance
                            Operator Services from an end office to U S WEST T/A
                            is technically feasible at least at three (3)
                            distinct points on the trunk side of the switch. The
                            first connection point is an Operator Services trunk
                            connected directly to the T/A host switch. The
                            second connection point is an Operator Services
                            trunk connected directly to a remote T/A switch. The
                            third connection point is an Operator Services trunk
                            connected to a remote access tandem with operator
                            concentration capabilities.

                   50.3.14  All trunk interconnections will be digital.

                   50.3.15  The technical requirements of Operator Services type
                            trunks and the circuits to connect the operator
                            positions to the host are covered in the Operator
                            Services Switching Generic Requirements ("OSSGR")
                            Bellcore Document number FRNWT-000271.

                   50.3.16  BUSY LINE VERIFY AND INTERRUPT

                            50.3.16.1    At the request of CO-PROVIDER operators
                                         or Customers, U S WEST operators will
                                         perform Busy Line Verify ("BLV") and/or
                                         Busy Line Interrupt ("BLI") operations
                                         where such capacity exists.

                            50.3.16.2    When possible and where consistent with
                                         the service U S WEST provides to its
                                         own Customers and/or end users, U S
                                         WEST shall engineer its BLV/BLI
                                         facilities to accommodate the
                                         anticipated volume of BLV/BLI requests
                                         during the busy hour. CO-PROVIDER may,
                                         from time to time, provide its
                                         anticipated volume of BLV/BLI requests
                                         to U S WEST. In those instances when
                                         failures occur to significant portions
                                         of the BLV/BLI systems and databases
                                         and those systems and databases become
                                         unavailable, U S WEST shall promptly
                                         Inform CO-PROVIDER.

                            50.3.16.3    BLV is performed when one Party's
                                         Customer requests assistance from the
                                         other Party's operator or operator
                                         bureau to determine if the called line
                                         is in use; provided, however, that the
                                         operator bureau will not complete the
                                         call for the Customer initiating the
                                         BLV inquiry. Only one (1) BLV attempt
                                         will be made per Customer operator
                                         bureau call, and a charge shall apply
                                         whether or not the called party
                                         releases the line.

                            50.3.16.4    BLI is performed when one Party's
                                         Customer requests assistance from the
                                         other Party's operator bureau to
                                         interrupt a telephone call in progress
                                         after BLV has occurred. The operator
                                         bureau will interrupt the busy line and
                                         inform the called party that there is a
                                         call waiting. The operator bureau will
                                         only interrupt the call and will not
                                         complete the telephone call of the
                                         Customer initiating the BLI request.
                                         The operator bureau will make only one
                                         (1) BLI attempt per Customer



                                                                         Page 80
<PAGE>

                                                                          Part A

                                         operator telephone call and the
                                         applicable charge applies whether or
                                         not the called party releases the line.

                            50.3.16.5    Each Party's operator bureau shall
                                         accept BLV and BLI inquiries from the
                                         operator bureau of the other Party in
                                         order to allow transparent provision of
                                         BLV/BLI traffic between the Parties'
                                         networks.

                            50.3.16.6    Each Party shall route BLV/BLI Traffic
                                         inquiries over direct trunks between
                                         the Parties' respective operator
                                         bureaus. Unless otherwise mutually
                                         agreed, the Parties shall configure
                                         BLV/BLI trunks over the Interconnection
                                         architecture defined in Attachment 4 to
                                         this. Agreement.

          50.4     DIRECTORY ASSISTANCE AND LISTINGS SERVICE REQUESTS

                   50.4.1   These requirements pertain to U S WEST's Directory
                            Assistance and Listings Service Request process that
                            enables CO-PROVIDER to (a) submit CO-PROVIDER
                            Customer information for inclusion in U S WEST
                            Directory Assistance and Directory Listings
                            databases; (b) submit CO-PROVIDER Customer
                            information for inclusion in published directories;
                            and (c) provide CO-PROVIDER Customer delivery
                            address information to enable U S WEST to fulfill
                            directory distribution obligations.

                            50.4.1.1     [Intentionally left blank for numbering
                                         consistency.]

                            50.4.1.2     U S WEST will accept the following
                                         Directory Listing Migration Orders from
                                         CO-PROVIDER, valid under all access
                                         methods, including, but not limited to,
                                         Resale, unbundled Network Elements and
                                         facilities-Based, and will process the
                                         orders in a mechanized format:

                                         (a)    Migrate with no Changes:
                                                Maintain all directory listings
                                                for the Customer in both
                                                Directory Assistance and
                                                Directory Listing. Transfer
                                                ownership and billing for
                                                listings to CO-PROVIDER.

                                         (b)    Migrate with Additions: Maintain
                                                all directory listings for the
                                                Customer in both Directory
                                                Assistance and Directory
                                                Listing. Incorporate the
                                                specified additional listings
                                                order. Transfer ownership and
                                                billing for the listings to
                                                CO-PROVIDER.

                                         (c)    Migrate with Deletions: Maintain
                                                all directory listings for the
                                                Customer in both Directory
                                                Assistance and Directory
                                                Listing. Delete the specified
                                                listings from the listing order.
                                                Transfer ownership and billing
                                                for the listings to CO-PROVIDER.

                            50.4.1.3            The Directory Listings Migration
                                         Options should not be tied to migration
                                         options specified for a related service
                                         order (if any) such that a service
                                         order specified as migration with
                                         changes may be submitted along with a
                                         directory listing order specified as
                                         migration with no changes.



                                                                         Page 81
<PAGE>

                            50.4.1.4     U S WEST shall enable CO-PROVIDER to
                                         electronically transmit multi-line
                                         listing orders.

                            50.4.1.5     U S WEST agrees to work cooperatively
                                         with CO-PROVIDER to define
                                         specifications for, and implement a
                                         daily summary report of, Directory
                                         Service Requests. The summary
                                         information will include, but is not
                                         limited to, the following information:

                                         (a)    White page listings text and
                                                format (name, address, phone,
                                                title, designation, extra line
                                                requirements)

                                         (b)    Listing Instruction codes

                            50.4.1.6            To ensure accurate order
                                         processing, U S WEST shall provide to
                                         CO-PROVIDER the following information,
                                         with updates within one (1) Business
                                         Day of change and via electronic
                                         exchange:

                                         (a)    A matrix of NXX to central
                                                office
                                         (b)    Geographical maps, if available,
                                                of U S WEST service area
                                         (c)    A description of calling areas
                                                covered by each directory,
                                                including, but not limited to,
                                                maps of calling areas and
                                                matrices depicting calling
                                                privileges within and between
                                                calling areas
                                         (d)    Listing format rules
                                         (e)    Listing alphabetizing rules
                                         (f)    Standard abbreviations
                                                acceptable for use in listings
                                                and addresses
                                         (g)    Titles and designations

                            50.4.1.7            Based on changes submitted by
                                         CO-PROVIDER, U S WEST shall update and
                                         maintain Directory Assistance and
                                         Directory Listings data for CO-PROVIDER
                                         Customers who:

                                         (a)   Disconnect Service
                                         (b)   Change carrier
                                         (c)   Install Service
                                         (d)   Change any service which affects
                                               Directory Assistance information
                                         (e)   Specify Non-Solicitation
                                         (f)   Are Non-Published, Non-Listed, or
                                               Listed

                            50.4.1.8     U S WEST shall not charge for storage
                                         of CO-PROVIDER Customer information in
                                         the Directory Assistance and Directory
                                         Listing systems.

                            50.4.1.9     CO-PROVIDER shall not charge for
                                         storage of U S WEST Customer
                                         information in the Directory Assistance
                                         and Directory Listing systems.

          50.5    DIRECTORY ASSISTANCE DATA



                                                                         Page 82
<PAGE>

                                                                          Part A

                   50.5.1   This Section refers to the residential, business,
                            and government Customer records used by U S WEST to
                            create and maintain databases for the provision of
                            live or automated operator assisted Directory
                            Assistance. Directory Assistance data is information
                            that enables telephone exchange carriers to swiftly
                            and accurately respond to requests for directory
                            information, including, but not limited to, name,
                            address and phone numbers. Under the provisions of
                            the Act and the FCC Interconnection Order, U S WEST
                            shall provide unbundled and non-discriminatory
                            access to the residential, business and government
                            Customer records used by U S WEST to create and
                            maintain databases for the provision of live or
                            automated operator assisted Directory Assistance.

                   50.5.2   U S WEST SHALL PROVIDE AN INITIAL LOAD OF CUSTOMER
                            RECORDS AND CUSTOMER LIST INFORMATION TO
                            CO-PROVIDER, IN A MUTUALLY-AGREED-TO FORMAT, VIA
                            ELECTRONIC TRANSFER, WITHIN THIRTY (30) CALENDAR
                            DAYS AFTER A REQUEST BY CO-PROVIDER. THE INITIAL
                            LOAD SHALL INCLUDE ALL DATA RESIDENT IN THE U S WEST
                            DATABASES AND/OR SYSTEMS USED BY U S WEST FOR
                            HOUSING DIRECTORY ASSISTANCE DATA AND/OR CUSTOMER
                            LISTING DATA. IN ADDITION, THE INITIAL LOAD SHALL BE
                            CURRENT AS OF THE PRIOR BUSINESS DAY ON WHICH THE
                            INITIAL LOAD IS PROVIDED.(43)

                   50.5.3   U S WEST shall provide CO-PROVIDER daily updates to
                            the Customer records and Customer list information
                            in a mutually-agreed-to format via electronic
                            transfer.

                   50.5.4   U S WEST shall provide the ability for CO-PROVIDER
                            to electronically query the U S WEST Directory
                            Assistance database and listings database in a
                            manner at least consistent with and equal to that
                            which U S WEST provides to itself or any other
                            Person.

                   50.5.5   U S WEST shall provide CO-PROVIDER a complete list
                            of ILECs, CLECs, and independent telephone companies
                            that provided data contained in the database.

                   50.5.6   On a daily basis, U S WEST shall provide updates
                            (end user and mass) to the Listing information via
                            electronic data transfer. Updates shall be current
                            as of one (1) Business Day prior to the date
                            provided to CO-PROVIDER.

                   50.5.7   U S WEST shall provide CO-PROVIDER access to
                            Directory Assistance support databases. For example,
                            CO-PROVIDER requires access to use restriction
                            information including, but not limited to, call
                            completion.

                   50.5.8   Directory Assistance data shall specify whether the
                            Customer is a residential, business, or government
                            Customer.

                   50.5.9   Directory Assistance data shall be provided on the
                            same terms, conditions, and rates that U S WEST
                            provides such data to itself or other third parties.


--------------
(43)  MCI Order at p. 12, Issue 42(a)


                                                                         Page 83
<PAGE>

                                                                          Part A

                   50.5.10  U S WEST shall provide complete refresh of the
                            Directory Assistance data upon request by
                            CO-PROVIDER.

                   50.5.11  U S WEST and CO-PROVIDER will cooperate in the
                            designation of a location at which the data will be
                            provided.

51.       UNUSED TRANSMISSION MEDIA

          51.1     DEFINITIONS

                   51.1.1   Unused Transmission Media is physical inter-office
                            transmission media (e.g., optical fiber, copper
                            twisted pairs, coaxial cable) which have no
                            lightwave or electronic transmission equipment
                            terminated to such media to operationalize
                            transmission capabilities.

                   51.1.2   Dark fiber is excess fiber optic cable which has
                            been placed in a network and is not currently being
                            lit by electronics from any carrier. Dark Fiber, one
                            type of Unused Transmission Media, is unused strands
                            of optical fiber. Dark Fiber also includes strands
                            of optical fiber which may or may not have lightwave
                            repeater (regenerator or optical amplifier)
                            equipment interspliced, but which has no line
                            terminating facilities terminated to such strands.
                            Unused Transmission Media also includes unused
                            wavelengths within a fiber strand for purposes of
                            coarse or dense wavelength division multiplexed
                            (WDM) applications. Typical single wavelength
                            transmission involves propagation of optical signals
                            at single wavelengths (1.3 or 1.55 micron
                            wavelengths). In WDM applications, a WDM device is
                            used to combine optical signals at different
                            wavelengths on to a single fiber strand. The
                            combined signal is then transported over the fiber
                            strand. For coarse WDM applications, one (1) signal
                            each at 1.3 micron and 1.55 micron wavelength are
                            combined. For dense WDM applications, many signals
                            in the vicinity of 1.3 micron wavelength and/or 1.55
                            micron wavelength are combined.

          51.2     WHILE U S WEST IS NOT REQUIRED TO PROVIDE UNUSED TRANSMISSION
                   MEDIA, CO-PROVIDER MAY, SUBJECT TO THE AGREEMENT OF U S WEST,
                   LEASE COPPER TWISTED PAIRS, COAXIAL CABLE OR OTHER UNUSED
                   TRANSMISSION MEDIA.(44)

          51.3     Requirements

                   51.3.1   Subject to Section 51.2 above, U S WEST shall make
                            available Unused Transmission Media to CO-PROVIDER
                            under a lease agreement or other arrangement.

                   51.3.2   U S WEST shall provide a single point of contact for
                            negotiating all Unused Transmission Media use
                            arrangements.

                   51.3.3   CO-PROVIDER may test the quality of the Unused
                            Transmission Media to confirm its usability and
                            performance specifications.


----------------
(44)  AT&T Order at p. 8, "Dark fiber" and MCIm at p.2, Issues, 8, 9&10


                                                                         Page 84
<PAGE>

                                                                          Part A

                   51.3.4   Where Unused Transmission Media is required to be
                            offered or is agreed to be offered by U S WEST, U S
                            WEST shall provide to CO-PROVIDER information
                            regarding the location, availability and performance
                            of Unused Transmission Media within ten (10)
                            Business Days for a records based answer and twenty
                            (20) Business Days for a field based answer, after
                            receiving a request from CO-PROVIDER ("Request").
                            Within such time period, U S WEST shall send written
                            or electronic confirmation or any other method of
                            notification agreed to by the Parties of
                            availability of the Unused Transmission Media
                            ("Confirmation").

                   51.3.5   Where Unused Transmission Media is required to be
                            offered or is agreed to be offered by U S WEST, U S
                            WEST shall make Unused Transmission Media available
                            for CO-PROVIDER's use in accordance with the terms
                            of this Section. 51 within twenty (20) Business Days
                            or a reasonable time frame consistent with industry
                            standards after it receives written acceptance from
                            CO-PROVIDER that the Unused Transmission Media is
                            wanted for use by CO-PROVIDER. Splicing of
                            CO-PROVIDER fiber may be performed at the same
                            points that are available for U S WEST splices.

          51.4     REQUIREMENTS SPECIFIC TO DARK FIBER

                   51.4.1   CO-PROVIDER may test Dark Fiber leased from U S WEST
                            using CO-PROVIDER or CO-PROVIDER designated
                            personnel subject to Section 51.2. U S WEST shall
                            provide appropriate interfaces to allow testing of
                            Dark Fiber. U S WEST shall provide an excess cable
                            length of twenty-five (25) feet minimum, where
                            available, for fiber in underground conduit. U S
                            WEST shall provide splicing of CO-PROVIDER fiber to
                            U S WEST Dark Fiber under normal circumstances
                            (e.g., no construction) in metropolitan areas within
                            seventeen (17) calendar days of CO-PROVIDER's
                            request, and within thirty (30) calendar days of a
                            request in a non-metropolitan area. CO-PROVIDER may
                            request expedited splicing, which shall be subject
                            to available U S WEST resources.

                   51.4.2   For WDM applications, U S WEST shall provide to
                            CO-PROVIDER an interface to an existing WDM device
                            or allow CO-PROVIDER to install its own WDM device
                            (where sufficient system loss margins exist or where
                            CO-PROVIDER provides the necessary loss
                            compensation) to multiplex the traffic at different
                            wavelengths. This applies to both the transmit and
                            receive ends of the Dark Fiber.

          51.5    [Intentionally left blank for numbering consistency.]

          51.6     Portions of the bandwidth of the fiber may be sectioned and
                   CO-PROVIDER may share the bandwidth with U S WEST and other
                   CLECs.

52.       SERVICE STANDARDS

          52.1     U S WEST will provide all Local Resale, Ancillary Functions,
                   Network Elements or Combinations in accordance with service
                   standards, measurements, and performance requirements that
                   are expressly specified in this Agreement and Attachment 5
                   hereto. In cases where such performance standards are not
                   expressly specified, U S WEST will provide all Local Resale,
                   Ancillary Functions, Network Elements or Combinations in
                   accordance with performance standards which are at least
                   equal to the level of


                                                                         Page 85
<PAGE>

                                                                          Part A

                   performance standards and/or quality of service that U S WEST
                   provides to itself, its Affiliates, to other CLECs, or other
                   quality of service requirements imposed by the Commission,
                   whichever is higher, in providing Local Resale, Ancillary
                   Functions, Network Elements or Combinations to itself, to its
                   end-users or to its Affiliates. If CO-PROVIDER requests a
                   higher level of service than that provided by U S WEST to
                   itself, CO-PROVIDER shall make the request pursuant to the
                   BFR process.

      52.2         [INTENTIONALLY LEFT BLANK](45)

      52.3         [INTENTIONALLY LEFT BLANK](46)

      52.4         METRICS AND GAP CLOSURE PLANS(47)

                   The metrics in this Attachment or superseding Commission rule
                   are tracked and measured on a monthly basis. These monthly
                   performance results are managed as part of the Supplier
                   Performance Quality Management System (SPQMS).

                   SPQMS requires that when the monthly results do not meet the
                   required performance levels described in this Attachment, Gap
                   Closure Plans are implemented to improve performance. These
                   Gap Closure Plans include:

                   -   evaluation of the opportunity for continuous improvement,
                       systems enhancements and re-engineering;
                   -   forecasted improvement to the desired level of
                       performance for each issue or initiative;
                   -   evaluation of pertinent changes in periodic (monthly,
                       weekly) results; and
                   -   a date for compliance with the expected performance.

                   The Gap Closure Plans will be reviewed monthly by
                   CO-PROVIDER, or more frequently as updated data and analysis
                   are available. U S WEST shall modify its Gap Closure plans to
                   accommodate CO-PROVIDER's reasonable business concerns.

53.       ENTIRE AGREEMENT

          53.1     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.

                   53.2     If a provision contained in any U S WEST tariff
                            conflicts with any provision of this Agreement, the
                            provision of this Agreement shall control, unless
                            otherwise ordered by the FCC or the Commission.


--------------
(45)  Final Arbitration Order at pg. 28
(46)  Final Arbitration Order at pg. 28
(47)  Final Arbitration Order at pg. 28


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<PAGE>

                                                                          Part A

54.       RESERVATION OF RIGHTS

          54.1     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.

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

ADVANCED TELECOMMUNICATIONS,INC.**             U S WEST COMMUNICATIONS, INC.**


/s/ F. LYNNE POWERS                            /s/ KATHERINE L. FLEMING
-------------------------------------          ---------------------------------
Signature                                      Signature

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

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

   01-14-00                                        01-24-00
-------------------------------------          ---------------------------------
Date                                           DAte

*        Signed as ordered by the arbitrator/commission in Docket
Nos. U-2428-96-417, E-1051-96-417, U-3175-96-479 and E-1051-96-479. Signature
does not indicate agreement with all aspects of the arbitrator's decision, nor
does it waive any of U S WEST's right to seek judicial review of all or part of
the agreement, or to reform the agreement as the result of successful judicial
review.

**       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 "Underlying
Agreement"). The Underlying Agreement was approved by the Commission on July 31,
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


                                                                         Page 87
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                                                                          Part A

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 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.

v)       This Agreement shall continue in force and effect until terminated by
either Party. The Agreement can be terminated on thirty (30) days notice, if
another Interconnection Agreement will not replace the current Agreement. If
there is a replacement Interconnection Agreement, one Party can notify the other
Party that it is requesting Section 251/252 negotiations under the Federal
Telecommunications Act of 1996 ("Act"). That notification will trigger the
timeframes and procedures contained in Section 252 of the Act. In the event of
such notice, the arrangements between our companies shall continue and be
governed by the terms of the expired agreement until the new agreement is
approved by the appropriate state commission.



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