<PAGE>

                                                                 Exhibit 10.1.41



                                    AGREEMENT

                                     BETWEEN

                                   NEVADA BELL

                                       AND

                                    ATI, INC.

                                 EFFECTIVE DATE:

                                      1997


<PAGE>




                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                        Page
-------                                                                                                        ----
<S>                                                                                                              <C>
              Preface ............................................................................................1
              Recitals ...........................................................................................1

1. Provision of Local Service and Unbundled Elements..............................................................2
2. Term of Agreement; Transitional Support........................................................................3
3. Good Faith Performance.........................................................................................3
4. Option to Obtain Local Services or Network Elements Under Other Agreements.....................................3
5. Responsibility of Each Party...................................................................................3
6. Governmental Compliance........................................................................................4
7. Responsibility For Environmental Contamination.................................................................4
8. Regulatory Matters.............................................................................................5
9. Liability and Indemnity........................................................................................5
10. Audits and Inspections........................................................................................7
11. Performance Standards and Remedies............................................................................8
12. Force Majeure.................................................................................................8
13. Certain State and Local Taxes.................................................................................9
14. Alternative Dispute Resolution................................................................................9
15. Notices.......................................................................................................9
16. Confidentiality and Proprietary Information..................................................................10
17. Branding.....................................................................................................11
18. Miscellaneous................................................................................................12
</TABLE>


<PAGE>




                                   ATTACHMENTS



<TABLE>
<S>                        <C>
Attachment 1               Definitions

Attachment 2               Acronyms

Attachment 3               Alternative Dispute Resolution

Attachment 4               Directory Listing Requirements

Attachment 5               Local Services Resale

Attachment 6               Unbundled Network Elements

Attachment 7               Rights of Way (ROW), Conduits, Pole Attachments

Attachment 8               Pricing

Attachment 9               [Intentionally Omitted]

Attachment 10              Collocation

Attachment 11              Provisioning and Ordering

Attachment 12              Maintenance

Attachment 13              Connectivity Billing and Recording

Attachment 14              Provision of Customer Usage Data

Attachment 15              Local Number Portability and Number Assignment

Attachment 16              Security

Attachment 17              Performance Standards

Attachment 18              Interconnection
</TABLE>



<PAGE>




                                     PREFACE


                                    AGREEMENT

                  This Agreement, which shall become effective as of the 27th
day of October, 1997, is entered into by and between Advanced
Telecommunications, Inc., a Minnesota corporation, having an office at 730 2nd
Avenue South, Suite 410, Minneapolis, Minnesota, on behalf of itself and its
Affiliates (individually and collectively "ATI"), and NEVADA BELL, a Nevada
corporation, having an office at 1450 Vassar, Rena, Nevada ("NEVADA").

                                    RECITALS

                  WHEREAS, The Telecommunications Act of 1996 was signed into
law on February 8, 1996 (the "Act") and substantially amends the Communications
Act of 1934 ; and

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

                  WHEREAS, NEVADA is an Incumbent Local Exchange Carrier; and

                  WHEREAS, NEVADA is willing to sell Unbundled Network Elements
and kncillary Functions and additional features, as well as services for resale,
on the terms and subject to the conditions of this Agreement; and

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

                  WHEREAS, the Parties have arrived at this Agreement through
voluntary negotiations undertaken pursuant to the Act,

                  NOW, THEREFORE, in consideration of the mutual covenants of
this Agreement, ATI and NEVADA hereby agree as follows:

                            DEFINITIONS AND ACRONYMS

                  For purposes of this Agreement, certain terms have been
defined in Attachment 1 and elsewhere in this Agreement to encompass meanings
that may differ from, or be in addition to, the normal connotation of the
defined word. Unless the context clearly indicates otherwise, any term defined
or used in the singular shall include the plural. The words "shall" and "will"
are used interchangeably throughout this Agreement and the use of either
connotes a mandatory requirement. The use of one or the other shall not mean a
different degree of right or obligation for either Party. A defined word
intended to convey its special meaning is capitalized when used. Other terms
that are capitalized, and not defined in this Agreement, shall have the meaning
in the Act, unless the context clearly indicates otherwise. For convenience of
reference only, Attachment 2 provides a list of acronyms used throughout this
Agreement.


<PAGE>



                                           Agreement between NEVADA Bell and ATI


                          GENERAL TERMS AND CONDITIONS

 1.      PROVISION OF LOCAL SERVICE AND UNBUNDLED ELEMENTS

         1.1      This Agreement and its Attachments are subject to the Act,
                  regulations thereunder and relevant FCC and Commission
                  decisions in effect on the Effective Date of this Agreement.
                  The effect on this Agreement of changes in the Act,
                  regulations thereunder and relevant FCC and Commission
                  decisions is set forth in Sections 8.3 and 8.4 of this
                  Agreement.

         1.2      This Agreement, which consists of this statement of General
                  Terms and Conditions, and Attachments 1 through 18, inclusive,
                  sets forth the terms, conditions and prices under which NEVADA
                  agrees to provide to ATI (a) services for resale (hereinafter
                  referred to as "Local Services") and (b) certain Unbundled
                  Network Elements, Ancillary Functions and additional features
                  and (c) other services (hereinafter collectively referred to
                  as "Network Elements") or Combinations of such Local Services,
                  Network Elements, Ancillary Functions and other services for
                  ATI's own use or for resale to others, and for purposes of
                  offering telecommunications services of any kind. This
                  Agreement also sets forth the terms and conditions for the
                  interconnection of ATI's network to NEVADA's network and the
                  reciprocal compensation for the transport and termination of
                  telecommunications traffic. Unless otherwise provided in this
                  Agreement, and except where not technically feasible in a
                  given area, NEVADA will perform all of its obligations
                  hereunder throughout its entire service area where NEVADA is
                  the ILEC, provided; however, that NEVADA is not required,
                  except at ATI's request pursuant to Section 1 .6 of Attachment
                  6, to provide new Unbundled Network Elements or to install new
                  or improved facilities in areas where they do not currently
                  exist, except as mutually agreed to in writing by the Parties.


         1.3      Subject to this Agreement and its Attachments ,the Network
                  Elements, Ancillary Functions, Combinations, Local Services,
                  or other services provided pursuant to this Agreement may be
                  connected, to other Network Elements, Ancillary Functions,
                  Combinations, Local Services, or other services provided by
                  NEVADA or to any Network Elements, Ancillary Functions,
                  Combinations, Local Services or other services provided by ATI
                  or by any other vendor. Subject to the requirements of this
                  Agreement and its Attachments, ATI may, at any time add,
                  delete, relocate or modify the Network Elements, Ancillary
                  Functions, Local Services, Combinations or other services
                  purchased hereunder.

         1.4      NEVADA will not discontinue any Unbundled Network Element,
                  Ancillary Service or Combination during the term of this
                  Agreement without ATI's consent, except (i) to the extent
                  required by network changes or upgrades, in which event NEVADA
                  will comply with the network disclosure requirements stated in
                  the Act and FCC regulations thereunder; or (ii) if required by
                  a final order of the Court, the FCC or the Commission as a
                  result of remand or appeal of the FCC's order In the Matter of
                  Implementation of Local Competition Provisions of the
                  Telecommunications Act of 1996, Docket 96-98. In the event
                  such a final order allows but does not require discontinuance,
                  NEVADA may, on thirty (30) days written notice, require that
                  such terms be renegotiated, and the Parties shall renegotiate
                  in good faith such mutually acceptable new terms as may be
                  required or appropriate to reflect the results of such action.
                  In the event that such new terms are not renegotiated within
                  ninety (90) days after such notice, or if the Parties are
                  unable to agree, either Party may submit the matter to the
                  Alternative Dispute Resolution Process described in Attachment
                  3.


<PAGE>



                                           Agreement between NEVADA Bell and ATI


         1.5      NEVADA will not withdraw any generally available Local
                  Telecommunications Service without providing ATI at least 60
                  days notice prior to the effective date of such withdrawal. If
                  NEVADA discontinues a Local Service, NEVADA shall either (a)
                  limit the discdhtinuance to new customers and grandfather the
                  service for all ATI resale customers who subscribe to the
                  service as of the date of discontinuance; or (b) offer to ATI
                  for resale an alternative service, having substantially
                  similar capabilities and terms and conditions.

 2.      TERM OF AGREEMENT; TRANSITIONAL SUPPORT

         2.1      This Agreement shall be effective until September 15, 2000,
                  and thereafter the Agreement 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 agree to commence negotiations, to be
                  conducted pursuant to Section 252 of the Act, on a new
                  agreement no less than six (6) months before the end of the
                  three (3) years after this Agreement becomes effective. In the
                  event that such new terms are not renegotiated within six (6)
                  months after such notice, either Party may submit the matter
                  to the Alternative Dispute Resolution Process described in
                  Attachment 3. NEVADA recognizes that the Network Elements,
                  Ancillary Functions, Combinations, Local Services and other
                  services provided hereunder are vital to ATI and must be
                  continued without interruption, and that ATI may itself
                  provide or retain another vendor to provide such comparable
                  Network Elements, Ancillary Functions, Combinations, Local
                  Services or other services. NEVADA and ATI agree to cooperate
                  in an orderly and efficient transition to ATI or another
                  vendor. NEVADA and ATI further agree to cooperate in effecting
                  the orderly transition to ATI or another vendor such that the
                  level and quality of the Network Elements, Ancillary
                  Functions, Combinations, Local Services, and other services
                  are not degraded and to exercise their best efforts to effect
                  an orderly and efficient transition. ATI shall be responsible
                  for coordinating such transition.

         2.2      Notwithstanding Section 2.1 above, either Party may terminate
                  this Agreement at any time by providing 120-days prior written
                  notice, subject to Section 18.12 of this Agreement.


 3.      GOOD FAITH PERFORMANCE

         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.

 4.      OPTION TO OBTAIN LOCAL SERVICES OR NETWORK ELEMENTS UNDER OTHER
         AGREEMENTS

         At ATI's request and pursuant to Section 252 of the Act, regulations
         thereunder and relevant court decisions, NEVADA shall make available to
         ATI, without unreasonable delay, any interconnection, service or
         network element contained in any agreement to which NEVADA is a Party
         that has been filed and approved by the Commission.

 5.      RESPONSIBILITY OF EACH PARTY

         Each Party is an independent contractor, and has and hereby retains the
         right to exercise full control of and supervision over its own
         performance of its obligations under this Agreement and retains full
         control over the employment, direction, compensation and discharge of
         all employees assisting in the performance of such obligations. Each
         Party will be solely responsible for all matters relating to payment of
         such employees, including compliance with


<PAGE>


                                           Agreement between NEVADA Bell and ATI


         social security taxes, withholding taxes and all other regulations
         governing such matters. Each Party will be solely responsible for
         proper handling, storage, transport and disposal at its own expense of
         all (i) substances or materials that it or its contractors or agents
         bring to create or assume control over at Work Locations or, (ii)
         Waste resulting therefrom or otherwise generated in connection with its
         or its contractors' or agents' activities at the Work Locations.
         Subject to the limitations on liability and except as otherwise
         provided in this Agreement, each Party shall be responsible for (i) 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, (ii) the acts of its own affiliates, employees, and
         agents during the performance of that Party's obligations hereunder.

 6.      GOVERNMENTAL COMPLIANCE

         ATI and NEVADA each shall comply at its own expense with all Applicable
         Law that relates to (i) its obligations under or activities in
         connection with this Agreement; or (ii) its activities undertaken at,
         in connection with or relating to Work Locations. ATI and NEVADA each
         agree to indemnify, defend (at the other Party's request) and save
         harmless the other, 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)
         that arise out of or result from (i) its failure or the failure of its
         contractors or agents to so comply or (ii) any activity, duty or status
         of it or its contractors or agents that triggers any legal obligation
         to investigate or remediate environmental contamination. NEVADA will be
         solely responsible for obtaining from governmental authorities,
         building owners, other carriers, and any other persons or entities, all
         rights and privileges (including, but not limited to, space and power),
         which are necessary for NEVADA to provide the Network Elements,
         Ancillary Functions, Combinations, Local Services and other services
         pursuant to this Agreement. To the extent necessary, ATI will cooperate
         with NEVADA in obtaining such rights and privileges.

 7.      RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

          7.1     ATI shall in no event be liable to NEVADA for any costs
                  whatsoever resulting from the presence or release of any
                  environmental hazard that ATI did not introduce to the
                  affected work location, provided that activities of ATI or its
                  agents did not cause or contribute to a release. NEVADA shall
                  indemnify, defend (at ATI's request) and hold harmless ATI,
                  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) that arise out of or result from (i) any environmental
                  hazard that NEVADA, its contractors or agents introduce to the
                  work locations or (ii) the presence or release of any
                  environmental hazard for which NEVADA is responsible under
                  applicable law.

         7.2      NEVADA shall in no event be liable to ATI for any costs
                  whatsoever resulting from the presence or release of any
                  environmental hazard that NEVADA did not introduce to the
                  affected work location, provided that actions of NEVADA or its
                  agents did not cause or contribute to a release. ATI shall
                  indemnify, defend (at NEVADA's request) and hold harmless
                  NEVADA, 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) that arise out of or result from
                  (i) any environmental hazard that ATI, its contractors or
                  agents introduce to the work locations or (ii) the presence or
                  release of any environmental hazard for which ATI is
                  responsible under applicable law.


<PAGE>


                                           Agreement between NEVADA Bell and ATI


 8.      RECIULATORV MATTERS

         8.1      NEVADA 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. ATI
                  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 its
                  obligations under this Agreement, and with its offering of
                  services to ATI Customers contemplated by this Agreement. ATI
                  shall reasonably cooperate with NEVADA in obtaining and
                  maintaining any required approvals for which NEVADA is
                  responsible, and NEVADA shall reasonably cooperate with ATI in
                  obtaining and maintaining any required approvals for which ATI
                  is responsible.

          8.2     To the extent that NEVADA is required by any governmental
                  authority to file a tariff or make another similar filing in
                  connection with the performance of any action that would
                  otherwise be governed by this Agreement, the terms of this
                  Agreement shall control, unless this Agreement links a term,
                  condition or price in this Agreement to a specific tariff, in
                  which case the terms of the tariff as modified from time to
                  time will apply. If, subsequent to the effective date of any
                  tariff incorporated by reference into this Agreement, NEVADA
                  is ordered not to file tariffs with the Commission or the FCC,
                  or is permitted not to file tariffs (and elects not to do so),
                  either generally or for specific Network Elements, Ancillary
                  Functions, Combinations, Local Services or other services
                  provided hereunder, the terms and conditions of such tariffs
                  as of the date on which the requirement to file such tariffs
                  was lifted shall, to the degree not inconsistent with this
                  Agreement, be deemed incorporated in this Agreement by
                  reference.

          8.3     In the event that any final and nonappealable legislative,
                  regulatory, judicial or other legal action renders this
                  Agreement or any Attachment hereto inoperable, materially
                  affects any material terms of this Agreement, or materially
                  affects the ability of ATI or NEVADA to perform any material
                  terms of this Agreement, ATI or NEVADA may, on thirty (30)
                  days written notice (delivered not later than 30 days
                  following the date on which such action has become legally
                  binding and has otherwise become final and nonappealable)
                  require that such terms be renegotiated, and the Parties shall
                  renegotiate in good faith such mutually acceptable new terms
                  as may be required. In the event that such new terms are not
                  renegotiated within ninety (90) days after such notice, the
                  Dispute shall be referred to the Alternative Dispute
                  Resolution procedures set forth in Section 14 and Attachment
                  3.

          8.4     The Parties acknowledge that it may be necessary to amend this
                  Agreement and the Attachments hereto from time to time to
                  reflect changes in FCC or Commission decisions, tariffs,
                  rules, and requirements, including changes resulting from
                  judicial review of applicable regulatory decisions. If the
                  Parties are unable to agree on whether and/or how the
                  Agreement and the Attachments should be amended pursuant to
                  this Section 8.4, the dispute shall be referred to the
                  Alternative Dispute Resolution procedures set forth in Section
                  14 and Attachment 3

 9;      LIABILITY AND INDEMNITY

         9.1      LIABILITIES OF ATI - ATI's liability to NEVADA during any
                  Contract Year resulting from any and all causes, other than as
                  specified in Sections 6, 7, 9.3, and 9.4 shall not exceed the
                  total of any amounts due and owing by ATI to NEVADA under this
                  Agreement during the Contract Year during which such cause
                  accrues or arises.

         9.2      LIABILITIES OF NEVADA - NEVADA's liability to ATI during any
                  Contract Year resulting from any and all causes, other than as
                  specified in Sections 6, 7, 9.3, and 9.4 shall not


<PAGE>

                                           Agreement between NEVADA Bell and ATI




         exceed the total of any amounts due and owing by NEVADA to ATI under
         this Agreement during the Contract Year during which such cause accrues
         or arises. -

         9.3      NO CONSEQUENTIAL DAMAGES - NEITHER ATI NOR NEVADA SHALL BE
                  LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL,
                  CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES SUFFERED BY SUCH
                  OTHER PARTY (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO
                  BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS
                  SUFFERED BY SUCH OTHER PARTIES), REGARDLESS OF THE FORM OF
                  ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR
                  TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY KIND
                  WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE
                  PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD
                  RESULT. EACH PARTY HEREBY RELEASES THE OTHER PARTY (AND SUCH
                  OTHER PARTY'S SUBSIDIARIES AND AFFILIATES, AND THEIR
                  RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FROM ANY
                  SUCH CLAIM. NOTHING CONTAINED IN THIS SECTION 9 SHALL LIMIT
                  NEVADA'S OR ATI'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 NEVADA'S OR ATI'S
                  NEGLIGENT ACT OR OMISSION OR THAT OF THEIR RESPECTIVE AGENTS,
                  SUBCONTRACTORS OR EMPLOYEES, NOR SHALL ANYTHING CONTAINED IN
                  THIS SECTION 9 LIMIT THE PARTIES INDEMNIFICATION OBLIGATIONS,
                  AS SPECIFIED BELOW. FOR PURPOSES OF THIS SECTION 9, AMOUNTS
                  DUE AND OWING TO EITHER PARTY SHALL NOT BE CONSIDERED TO BE
                  INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL
                  DAMAGES.

         9.4      OBLICIATION TO INDEMNIFY - Each Party shall, and hereby agrees
                  to, defend at the other's request, indemnify and hold harmless
                  the other Party and each of its officers, directors, employees
                  and agents (each, an "Indemnitee") against and in respect of
                  any loss, debt, liability, damage, obligation, claim, demand,
                  judgment or settlement of any nature or kind, known or
                  unknown, liquidated or unliquidated, including without
                  limitation all reasonable costs and expenses incurred (legal,
                  accounting or otherwise) (collectively, "Damages") arising out
                  of, resulting from or based upon any pending or threatened
                  claim, action, proceeding or suit by any third party (a
                  "Claim") (i) alleging any breach of any representation,
                  warranty or covenant made by such Indemnifying Party (the
                  "Indemnifying Party") in this Agreement, (ii) based upon
                  injuries or damage to any person or property or the
                  environment arising out of or in connection with this
                  Agreement that are the result of the Indemnifying Party's
                  actions, breach of Applicable Law, or status or the actions,
                  breach of Applicable Law, or status of its employees, agents
                  and subcontractors, or (iii) for actual or alleged
                  infringement of any patent, copyright, trademark, service
                  mark, trade name, trade dress, trade secret or any other
                  intellectual property right, now known or later developed
                  (referred to as "Intellectual Property Rights") to the extent
                  that such claim or action arises from the Indemnifying Party's
                  or the Indemnifying Party's Customer's use of the Network
                  Elements, Ancillary Functions, Combinations, Local Services or
                  other services provided under this Agreement.

         9.5      OBLIGATION TO DEFEND: NOTICE: COOPERATION - Whenever a Claim
                  shall arise for indemnification under Section 9.4, the
                  relevant Indemnitee, as appropriate, shall promptly notify the
                  Indemnifying Party and request the Indemnifying Party to
                  defend the same. Failure to so notify the Indemnifying Party
                  shall not relieve the Indemnifying Party of any liability that
                  the Indemnifying Party might have, except to the extent that
                  such failure prejudices the Indemnifying Party's ability to
                  defend such Claim. The Indemnifying Party shall have the right
                  to defend against such liability or assertion in which event
                  the Indemnifying Party shall give written notice to the
                  Indemnitee of acceptance of the defense of such Claim and the
                  identity of counsel selected by the Indemnifying Party.


<PAGE>



                                           Agreement between NEVADA Bell and ATI


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

 10.      AUDITS AND INSPECTIONS

          10.1    Subject to NEVADA's reasonable security requirements and
                  except as may be otherwise specifically provided in this
                  Agreement, ATI may audit NEVADA's books, records, and other
                  documents once in each Contract Year, for the immediately
                  preceding twelve (12) months, for the purpose of evaluating
                  the accuracy of NEVADA's billing and invoicing for services
                  provided by NEVADA to ATI hereunder. ATI may employ other
                  persons or firms for this purpose. Such audit shall take place
                  at a time and place agreed on by the Parties no later than
                  thirty (30) days after notice thereof to NEVADA.

         10.2     Subject to ATI's reasonable security requirements and except
                  as may be otherwise specifically provided in this Agreement,
                  NEVADA may audit ATI's books, records, and other documents
                  once in each Contract Year, for the immediately preceding
                  twelve (12) months, for the purpose of evaluating the accuracy
                  of ATI's billing and invoicing for services provided by ATI to
                  NEVADA hereunder. NEVADA may employ other persons or firms for
                  this purpose. Such audit shall take place at a time and place
                  agreed on by the Parties no later than thirty (30) days after
                  notice thereof to ATI.

         10.3     Each Party shall promptly correct any billing or invoicing
                  errors that are revealed in an audit, including making refund
                  of any overpayment in the form of a credit, or payment of any
                  under payment in the form of a debit, on the invoice for the
                  first full billing cycle after the Parties have agreed upon
                  the accuracy of the audit results. Any Disputes concerning
                  audit results shall be resolved pursuant to the Alternate
                  Dispute Resolution procedures described in Attachment 3.

         10.4     Each Party shall cooperate fully in any such audit, providing
                  reasonable access to any and all appropriate employees and
                  books, records and other documents reasonably necessary to
                  assess the accuracy of each Party's billing and invoicing.

         10.5     Either Party may audit the other Party's books, records and
                  documents more than once during any Contract Year if the
                  previous audit found previously uncorrected net variances or
                  errors in invoices in the other Party's favor with an
                  aggregate value, on an annualized


<PAGE>


                                           Agreement between NEVADA Bell and ATI



                  basis, of at least two percent (2%) of the amounts payable by
                  the Party being audited under this Agreement during the period
                  covered by the audit.

         10.6     Audits shall be at the requesting Party's expense, subject to
                  reimbursement by the audited Party in the event that an audit
                  finds an adjustment in the charges or in any invoice paid or
                  payable by the requesting Party hereunder by an amount that
                  is, on an annualized basis, greater than two percent (2%) of
                  the aggregate charges to the requesting Party under this
                  Agreement during the period covered by the audit.

         10.7     Upon (i) the discovery by a Party of overcharges not
                  previously reimbursed to the other Party or (ii) the
                  resolution of disputed audits, the audited Party shall
                  promptly reimburse the requesting Party the amount of any
                  overpayment, plus interest calculated based on the US Treasury
                  Bill prime rate compounded daily for the number of days from
                  the date of overpayment to and including the date that payment
                  is actually made. In no event, however, shall interest be
                  assessed on any previously assessed or accrued late payment
                  charges.

         10.8     Upon (i) the discovery by either Party of underpayments not
                  previously paid to the other Party, or (ii) the resolution of
                  disputed audits, the audited Party shall promptly pay the
                  other Party the amount of any underpayment, plus interest
                  calculated based on the US Treasury Bill prime rate compounded
                  daily from the date of underpayment to and including the date
                  that payment is actually made.

 11.     PERFORMANCE STANDARDS AND REMEDIES

         11.1     The Parties agree that customer satisfaction is a goal that
                  can only be achieved through cooperation of the Parties.
                  NEVADA agrees to measure performance, as outlined in
                  Attachment 17. The measurements contained in Attachment 17 may
                  change from time to time by mutual agreement of the Parties.
                  NEVADA agrees to provide to ATI a level of service that is at
                  parity with the service NEVADA provides to itself, its
                  affiliates or other, at the same terms and conditions.

         11.2     Within ninety (90) days of the effective date of this
                  Agreement, the Parties will meet to develop and mutually agree
                  to performance and business process improvement procedures.


         11.3     The Parties may amend, modify, delete or add business process
                  improvement procedures by mutual agreement and modification of
                  Attachment 17.


 12.     FORCE MAIEURE

         12.1     Except as otherwise specifically provided in this Agreement,
                  neither Party shall be liable for any delay or failure in
                  performance of any part of this Agreement caused by a Force
                  Majeure condition, including acts of the United States of
                  America or any state, territory or political subdivision
                  thereof, acts of God or a public enemy, fires, floods, labor
                  disputes, freight embargoes, earthquakes, volcanic actions,
                  wars, civil disturbances, or other causes beyond the
                  reasonable control of the Party claiming excusable delay or
                  other failure to perform. Provided, Force Majeure shall not
                  include acts of any Governmental Authority relating to
                  environmental, health or safety conditions at Work Locations.
                  If any Force Majeure condition occurs, the Party whose
                  performance fails or is delayed because of such Force Majeure
                  condition shall give prompt notice to the other Party, and
                  upon cessation of such Force Majeure condition, shall give
                  like notice and commence performance hereunder as promptly as
                  reasonably practicable.


<PAGE>


                                           Agreement between NEVADA Bell and ATI



         12.2     Notwithstanding subsection 12.1, preceding, no delay or other
                  failure to perform shall be excused pursuant to this Section:
                  (i) by the acts or omission of a Party's subcontractors,
                  material men, suppliers or other third persons providing
                  products or services to Such Party unless such acts or
                  omissions are themselves the product of a Force Majeure
                  condition, (ii) if the delay or failure relates to
                  environmental, health or safety conditions at Work Locations
                  and, (iii) 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.

 13.     CERTAIN STATE AND LOCAL TAXES

         Any state or local excise, sales, or use taxes (excluding any taxes
         levied on income) resulting from the performance of this Agreement
         shall be borne by the Party upon which the obligation for payment is
         imposed under applicable law, even if the obligation to collect and
         remit such taxes is placed upon the other Party by mutual written
         agreement of the Parties, provided, however, that the other Party has
         not acted in a manner that has materially impaired the ability of the
         liable Party to contest the tax or the amount of the tax (and interest
         and penalties, etc.) regardless of whether the impairment was
         foreseeable. If the other Party has materially impaired the ability of
         the liable Party to contest the tax or the amount of the tax, the Party
         causing the impairment shall be liable for the tax (interest and
         penalties, etc.) caused by the Party's impairment. Any such taxes shall
         be shown as separate items on applicable billing documents between the
         Parties. The Party so obligated to pay any such taxes may contest the
         same in good faith, at its own expense, and shall be entitled to the
         benefit of any refund or recovery, provided that such Party shall not
         permit any lien to exist on any asset of the other Party by reason of
         the contest. The Party obligated to collect and remit shall cooperate
         in any such contest by the other Party.

 14.     ALTERNATIVE DISPUTE RESOLUTION

         All disputes, claims or disagreements (collectively "Disputes") arising
         under or related to this Agreement or the breach hereof, except those
         arising pursuant to Attachment 13, Connectivity Billing and Recording,
         shall be resolved according to the procedures set forth in Attachment
         3. Disputes involving matters subject to the Connectivity Billing and
         Recording provisions contained in Attachment 13, shall be resolved in
         accordance with the Billing Disputes section of Attachment 13. In no
         event shall the Parties permit the pendency of a Dispute to disrupt
         service to any ATI or NEVADA Customer contemplated by this Agreement.
         The foregoing notwithstanding, neither this Section 14 nor Attachment 3
         shall be construed to prevent either Party from (a) invoking a remedy
         required by the Act, FCC, or Commission regulations thereunder or (b)
         seeking and obtaining temporary equitable remedies, including temporary
         restraining orders. A request by a Party to a court or a regulatory
         authority for interim measures or equitable relief shall not be deemed
         a waiver of the obligation to comply with Attachment 3.

 15.     NOTICES

         Any notices or other communications required or permitted to be given
         or delivered under this Agreement shall be in hard-copy writing (unless
         otherwise specifically provided herein) and shall be sufficiently given
         if delivered personally or delivered by prepaid overnight express
         service to the following (unless otherwise specifically required by
         this Agreement to be delivered to another representative or point of
         contact):

         If to ATI:

         David Patterson
         Advanced Telecommunications, Inc.


<PAGE>



                                           Agreement between NEVADA Bell and ATI



         730 2nd Avenue South, Suite 410
         Minneapolis, MN 55402

         If to NEVADA:

         James A. Reitzel
         NEVADA Bell
         Vice President
         Network Interconnection
         1450 Vassar Street, Room 200
         Reno, NV 89502

         and

         April Rodewald-Fout
         General Counsel
         Nevada Bell
         645 E. Plumb Ln., Room 132
         Reno, NV 89502

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

16.      CONFIDENTIALITY AND PROPRIETARY INFORMATION

         16.1     For the purposes of this Agreement, "Confidential Information"
                  means confidential or proprietary technical or business
                  Information given by the Discloser to the Recipient. All
                  information which is disclosed by one Party to the other in
                  connection with this Agreement shall automatically be deemed
                  proprietary to the Discloser and subject to this Agreement,
                  unless otherwise confirmed in writing by the Discloser. In
                  addition, by way of example and not limitation, all orders for
                  Network Elements, Ancillary Functions, Combinations, Local
                  Services or other services placed by ATI pursuant to this
                  Agreement, and information that would constitute Customer
                  Proprietary Network Information of ATI Customer's pursuant to
                  the Act and the rules and regulations of the FCC, and Recorded
                  Usage Data as described in Attachment 14, whether disclosed by
                  ATI to NEVADA or otherwise acquired by NEVADA in the course of
                  the performance of this Agreement, shall be deemed
                  Confidential Information of ATI for all purposes under this
                  Agreement.

         16.2     For a period of five (5) years from the receipt of
                  Confidential Information from the Discloser, except as
                  otherwise specified in this Agreement, the Recipient agrees
                  (a) to use it only for the purpose of performing under this
                  Agreement; (b) to hold it in confidence and disclose it to no
                  one other than its employees having a need to know for the
                  purpose of performing under this Agreement; and (c) to
                  safeguard it from unauthorized use or disclosure with at least
                  the same degree of care with which the Recipient safeguards
                  its own Confidential Information. If the Recipient wishes to
                  disclose the Discloser's Confidential Information to a third
                  party agent or consultant, such disclosure must be mutually
                  agreed to in writing by the Parties to this Agreement, and the
                  agent or consultant must have executed a written agreement of
                  non-disclosure and non-use comparable in scope to the terms of
                  this Section.

         16.3     The Recipient may make copies of Confidential Information only
                  as reasonably necessary to perform its obligations under this
                  Agreement. All such copies shall bear the same copyright and
                  proprietary rights notices as are contained on the original.


<PAGE>


                                           Agreement between NEVADA Bell and ATI


         16.4     The Recipient agrees to return all Confidential Information in
                  tangible form received from the Discloser, including any
                  copies made by the Recipient, within thirty (30) days after a
                  written request is delivered to the Recipient, or to destroy
                  all such Confidential Information, except for Confidential
                  Information that the Recipient reasonably requires to perform
                  its obligations under this Agreement. If either Party loses or
                  makes an unauthorized disclosure of the other Party's
                  Confidential Information, it shall notify such other Party
                  immediately and use reasonable efforts to retrieve the lost or
                  wrongfully disclosed information.

        16.5      The Recipient shall have no obligation to safeguard
                  Confidential Information: (a) which was in the possession of
                  the Recipient free of restriction prior to its receipt from
                  the Discloser; (b) after it becomes publicly known or
                  available through no breach of this Agreement by the
                  Recipient; (c) after it is rightfully acquired by the
                  Recipient free of restrictions on its disclosure; or (d) after
                  it is independently developed by personnel of the Recipient to
                  whom the Discloser's Confidential Information had not been
                  previously disclosed. In addition, either Party shall have the
                  right to disclose Confidential Information to any mediator,
                  arbitrator, state or federal regulatory body, the Department
                  of Justice or any court in the conduct of any mediation,
                  arbitration or approval of this Agreement or in any
                  proceedings concerning the provision of interLATA services by
                  NEVADA. Additionally, the Recipient may disclose Confidential
                  Information if so required by law, a court, or governmental
                  agency, so long as the Discloser has been notified of the
                  requirement promptly after the Recipient becomes aware of the
                  intended disclosure, and so long as the Recipient undertakes
                  all lawful measures to avoid disclosing such information until
                  Discloser has had reasonable time to seek a protective order
                  that covers the Confidential Information to be disclosed.

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


         16.7     Except as otherwise expressly provided elsewhere in this
                  Agreement, no license is hereby granted under any patent,
                  trademark, or copyright, nor is any such license implied,
                  solely by virtue of the disclosure of any Confidential
                  Information.

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

         16.9     Nothing in this Section 16 shall prevent NEVADA from using
                  Recorded Usage Data for the limited purpose of network
                  planning and management.

 17.     BRANDING

         Services offered by ATI that incorporate Network Elements, Ancillary
         Functions or Combinations made available to ATI pursuant to this
         Agreement, and Local Services that ATI offers for resale shall be
         branded as stated in the Attachments to this Agreement. In no event
         shall NEVADA personnel installing or repairing ATI Local Service,
         Network Elements, or Combinations initiate a conversation with the end
         user customer to market NEVADA product or services. NEVADA personnel
         shall respond to any inquires from end users or consumers concerning
         NEVADA's products or services by providing a telephone number to call
         for information.



<PAGE>


                                           Agreement between NEVADA Bell and ATI


                  condition of this Agreement shall be construed as a waiver of
                  such term, right or condition. By entering into this Agreement
                  neither Party waives any right granted to it pursuant to the
                  Act.

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

         18.10    ENTIRE AGREEMENT - This Agreement, which shall include the
                  Attachments, Appendices and other documents referenced herein,
                  constitutes the entire Agreement between the Parties
                  concerning the subject matter hereof and supersedes any prior
                  agreements, representations, statements, negotiations,
                  understandings, proposals or undertakings, oral or written,
                  with respect to the subject matter expressly set forth herein.

         18.11    DEFINITIONS: The definitions contained in Attachment 1 are
                  meant to accurately describe the meaning accorded the term as
                  required by the Act and as used in this Agreement. In the
                  event of any disagreement between a definition of the term in
                  the Act, in Attachment 1 or any other part of this Agreement
                  (including the Attachments), the definition in the Act shall
                  supersede any definition in the Agreement or Attachments and
                  any specific definition in an Attachment other than Attachment
                  1 shall supersede the definition in Attachment 1.

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

         18.13    EXECUTED IN COUNTERPARTS - 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.


         18.14    HEADINGS OF NO FORCE OR EFFECT - The headings of Articles and
                  Sections of this Agreement are for convenience of reference
                  only, and shall in no way define, modify or restrict the
                  meaning or interpretation of the terms or provisions of this
                  Agreement.


                  In witness whereof, the Parties have executed this Agreement
through their authorized representatives.

                  NEVADA BELL                                 ATI

     By:                                           By:
        ------------------------------------          --------------------------
             Signature                                         Signature

     Name:  James A. Reitzel                       Name:   Cliff Williams

     Title: Vice President Local Competition       Title:  President - CEO

     Date:    10-1-97                              Date:       10/23/97




<PAGE>

                                                           NEVADA - Attachment 1


                                   DEFINITIONS

 1.     "Access Tandem Switches" are switches used to connect End Offices to
        Interexchange Carrier switches. NEVADA's Access Tandem Switch is also
        used to connect and switch traffic between and among Central Office
        Switches.

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

 3.     "Advanced Intelligent Network (AIN) Trigger Capability" 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.

 4.     "AMA" means the Automated Message Accounting structure inherent in
        switch technology that initially records telecommunication message
        information. AMA format is contained in the Automated Message Accounting
        document, published by Bellcore as GR-1 100-CORE which defines the
        industry standard for message recording.

 5.     "Ancillary Functions" are services or facilities that NEVADA offers to
        ATI so that ATI may obtain and use unbundled Network Elements or NEVADA
        services to provide telecommunications services to ATI's customers.
        Ancillary Functions include collocation and rights of way, and may
        include other services or facilities as mutually agreed to by the
        Parties.

6.      "Applicable Law" shall mean all laws, statutes, common law, regulations,
        ordinances, codes, rules, guidelines, orders, permits and approvals of
        any Governmental Authority, including without limitation those relating
        to the environment, health and safety, which apply or relate to Work
        Locations or the subject matter of this Agreement.

7.      "ATI Customer" means the relationship for a specific service with any
        business or residential customer to the extent such customer purchases
        ATI services.

8.      "Automatic Number Identification" or "ANI" means a Feature Group D
        signaling parameter that refers to the number transmitted through the
        network identifying the billing number of the calling party. "ANI" is
        also used to identify the calling number to 911 PSAPs.

9.      "Automatic Location ldentification/(ALI)" means the feature of E911
        that displays at the PSAP the address of the calling telephone number.
        This feature requires a data storage and retrieval system for
        translating telephone numbers to the associated address. ALI information
        may include Emergency Service Number (ESN), street address, room or
        floor, and names of the enforcement, fire and medical agencies with
        jurisdictional responsibility for the address. The Management System
        (E911) database is used to update the Automatic E911 Location
        Identification (ALI) databases.

 10.    "Automatic Route Selection (ARS)" is a service feature that provides
        for automatic selection of the most appropriate outbound route for each
        call based on criteria programmed into the system.

 11.    "Busy Line Verification" or "BLV" means a service in which an end user
        requests an operator to confirm the busy status of a line.


<PAGE>



                                                           NEVADA - Attachment 1


 12.    "Busy Line Verification and Interrupt" or "BLVI" means a service in
        which an end user requests an operator to confirm the busy status of a
        line and requests an interruption of the call.

 13.    "CABS" means the Carrier Access Billing System.

 14.    "Calling Party Number (CPN)" means a Common Channel Signaling parameter
        which refers to the number transmitted through the network identifying
        the calling party.

 15.    Central Office Switch" or "Central Office" means a switching entity
        within the public switched telecommunications network, including but not
        limited to End Office Switches and Tandem Switches. Central Office
        Switches may be employed as combination End Office/Tandem Switches.

 16.    "CLC Operations Handbook" means Sections 16.6 and 16.7 of the CLC
        Handbook, which address NEVADA's Operations and Administration
        interfaces for local interconnection and SS7.

 17.    "Centralized Message Distribution System (CMDS)" means the transport
        system that LECs use to exchange outcollect and CABS access messages
        among each other and other parties connected to CMDS.

 18.    "Charge Number" means a CCS signaling parameter that refers to the
        number transmitted through the network identifying the billing number
        of the calling party.

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

 20.    "CLASS (Custom Local Area Signaling Service) and Custom Calling
        Features" means a grouping of optional enhancements to basic local
        exchange service that offers special call handling features to end users
        (e.g., call waiting, call forwarding and automatic redial).

 21.    "Combination" shall have the meaning set forth in 47 C.F.R. Section
        51.315.

 22.    "Commission" means the Public Service Commission of Nevada.

 23.    "Common Channel Signaling" or "CCS" means a method of digitally
        transmitting call set-up and network control data over a special network
        fully separate from the public switched network elements that carry the
        actual call. Signaling System 7 (SS7) is the CCS network presently used
        by telecommunications carriers.

 24.    "Competitive Local Carrier (CLC)" or "Competitive Local Exchange Carrier
        (CLEC)" is a carrier who competes in the provision of local exchange
        telecommunications service and is not an Incumbent LEC as defined by 47
        U.S.C., Section 251 (h) of the Act.

25.     "Conduit" means a tube or similar enclosure that may be used to house
        communication or communications-related power cables. Conduit may be
        underground or above ground (for example, inside buildings) and may
        contain one or more inner ducts. An inner duct means a separate tube or
        enclosure within a conduit.

 26.    "Confidential Information" has the meaning set forth in Section 16.1 of
        the General Terms and Conditions.

 27.    "Contract Year" means a twelve (12) month period during the term of the
        contract commencing on the Effective Date and each anniversary thereof.


<PAGE>



                                                           NEVADA - Attachment I


28.     "Control Office" means an exchange carrier center or office designated
        as its company's single point of contact for the provisioning and
        maintenance of its portion of interconnection arrangements.

 29.    "Cross Connection" means an intra-wire center channel connecting
        separate pieces of telecommunications equipment

30.     "Customer Usage Data" means the local Telecommunications Services usage
        data of an ATI Customer, measured in minutes, sub-minute increments,
        message units, or otherwise, that is recorded by NEVADA and forwarded to
        ATI.

31.     "Directory Number Call Forwarding (DNCF)" means an interim form of
        Service Provider Number Portability (SPNP) which is provided through
        existing and available call routing and call forwarding capabilities.
        DNCF will forward calls dialed to an original telephone number to a new
        telephone number on a multi-path basis. DNCF is not limited to listed
        directory numbers.

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

 33.    "DSX Panel" means a cross-connect bay or panel used for the termination
        of equipment and facilities operating at digital rates.

 34.    "DS-0" means a digital signal rate of 64 Kilobits per second (kbps).

 35.    "DS-1" means a digital signal rate of 1.544 Megabits Per Second (Mbps).

 36.    "DS-3" means a digital signal rate of 44.736 Mbps.

 37.    "E911 Management System (MS)" A system of computer programs used by
        NEVADA to create store and update the data that provides Selective
        Routing (SM) and / or Automatic Location Identification (ALI).

38.     "E911 Management System Gateway" is a processor that can relieve the
        host computer (management system) of performing certain tasks, such as
        message handling, code conversion, error control and application
        functions.

 39.    "E911 Service" is a method of routing 911 calls to a PSAP that uses
        customer location data in the ALI/DMS to determine the PSAP to which a
        call should be routed.

 40.    "Effective Date" is the date indicated in the Preface on which the
        Agreement shall become effective.

 41.    EISCC" or "Expanded Interconnection Service Cross Connect" means the
        connection between the collocation Point of Termination (POT) and the
        unbundled Network Element or interconnection point to a switched or
        dedicated service in NEVADA's network.

 42.    "Electronic File Transfer" means any system or process that utilizes an
        electronic format and protocol to send or receive data files.

 43.    "End Office Switches" are switches from which end users' Exchange
        services are directly connected and offered.

 44.    "Environmental Hazard" means any substance the presence, use, transport,
        abandonment or disposal of which (i) requires investigation,
        remediation, compensation, fine or penalty under any Applicable Law
        (including, without limitation, the Comprehensive Environmental Response


<PAGE>


                                                           NEVADA - Attachment 1


        Compensation and Liability Act, Superfund Amendment and Reauthorization
        Act, Resource Conservation Recovery Act, the Occupational Safety and
        Health Act and provisions with .similar purposes in applicable foreign,
        state and local jurisdictions) or (ii) poses risks to human health,
        safety or the environment (including, without limitation, indoor,
        outdoor or orbital space environments) and is regulated under any
        Applicable Law.

 45.    `Exchange Message Record" or "EM R" means the standard used for exchange
        of telecommunications message information among LECs for billable,
        non-billable, sample, settlement and study data. EMR format is contained
        in BR-0l 0-200-010 CRIS Exchange Message Record, a Bellcore document
        which defines industry standards for exchange message records.

 46.    "Exchange Service" is as defined in the Act.

 47.    "FCC" means the Federal Communications Commission.

 48.    "First Interconnection Order" means the First Report and Order issued
        In the Matter of Implementation of the Local Competition provision in
        the Telecommunications Act of 1996 (CC Docket No. 96-98, FCC 96-325)
        (released August 8,1996).

 49.    "Governmental Authority" means any federal, state, local, foreign or
        international court, government, department, commission, board, bureau,
        agency, official, or other regulatory, administrative, legislative or
        judicial authority with jurisdiction.

 50.    "ILEC" shall mean "Incumbent Local Exchange Carrier" as defined in the
        Act.

 51.    "Interconnection" is as described in the Act.

 52.    "Interexchange Carrier (IEC or IXC)" means a provider of interexchange
        telecommunications services.

 53.    "Interim Number Portability" or "INP" means the delivery of service
        provider Number Portability capabilities through the use of
        switch-based call routing as described in 47 C.F.R. Section 52.7.

 54.    "Integrated Services Digital Network" or "ISDN" means a digital switched
        network service. "Basic Rate ISDN" provides for channelized (2 bearer
        and 1 data) end-to-end digital connectivity for the transmission of
        voice or data on either or both bearer channels and packet data on the
        data channel. "Primary Rate ISDN" provides for 23 bearer and 1 data
        channels.

 55.    "LATA-Wide Terminating Interconnection" means an interconnection
        arrangement whereby one Party interconnects to a single designated
        tandem switch of the other Party to terminate local and intraLATA toll.
        The Party providing such termination will designate the tandem switch
        where such interconnection is to occur.

 56.    "LEC" shall mean "Local Exchange Carrier" as defined in the Act.

 57.    "Line Information Data Base(s) (LIDB)" means one or all, as the context
        may require, of the Line Information Databases owned individually by
        ILECs and other entities which provide, among other things, calling card
        validation functionality for telephone line number cards issued by ILECs
        and other entities. A LIDB also contains validation data for collect and
        third number-billed calls, which include billed number screening.

58.     "Line Side" refers to End Office switch connections that have been
        programmed to treat the circuit as a local line connected to a
        terminating station ~ an ordinary subscriber's telephone station set, a
        PBX, answering machine, facsimile machine or computer). Line Side
        connections offer only


<PAGE>



                                                           NEVADA - Attachment 1



        those transmission and signal features appropriate for a connection
        between an End Office and such terminating station.

 59.    "Link" has the meaning set forth in Attachment 6, Section 3.

 60.    "Local Calls" are calls that are completed where there is no charge for
         the completion of the call in NEVADA's serving territory as defined by
         the Commission.

 61.    Local Exchange Routing Guide" or "LERG" means a Bellcore Reference
        Document used by LECs and IXCs to identify NPA-NXX routing and homing
        information as well as Network Element and equipment designations, and
        office functionality.

 62.    Local Exchange Traffic" means traffic originated on the network of a LEC
        in a LATA and completed directly between that LEC's network and the
        network of another LEC in that same LATA, including intraLATA toll
        traffic and traffic originated to or terminated from LECs not party to
        this Agreement. Local Exchange Traffic does not include traffic that is
        routed to or terminated from the network of an IXC.

 63.    "Local Interconnection Trunks/Trunk Groups" are used for the
        termination of Local Exchange Traffic, using Bellcore Technical
        Reference GR-317-CORE ("GR-317").

 64.    "Local Loop" shall have the meaning set forth in 47 C.F.R. Section
        51.319(a).

 65.    "Local Number Portability (LNP)" means the ability of users of
        telecommunications services to retain, at the same location, existing
        telecommunications numbers without impairment of quality, reliability,
        or convenience when switching from one telecommunications carrier to
        another.

 66.    "Local Service" has the meaning set forth in Attachment 5, Section 1.1.

 67.    "Loop" has the meaning set forth in Attachment 6, Section 3.

 68.    "MECAB" means the Multiple Exchange Carrier Access Billing document
        prepared under the direction of the Billing Committee of the Ordering
        and Billing Forum "OBF", which functions under the auspices of the
        Carrier Liaison Committee of the Alliance for Telecommunications
        Industry Solutions (ATIS), Section 23.1 of Part 1. The MECAB document,
        published by Bellcore as Special Report SR-BDS-000983, contains the
        recommended guidelines for the billing of access and other connectivity
        services provided by two or more LECs (including LECs and CLCs), or by
        one LEC or ATI in two or more states within a single LATA.

 69.    "Meet Point Trunks/Trunk Groups (MPTGs)" are used for the joint
        provision of Switched Access services, utilizing Bellcore Technical
        References GR-394-CORE ("GR-394") and GR-317 CORE ("GR-317"). MPTGs are
        those between a local End Office and an Access Tandem as described in
        FSD 20-24-0000 and 20-24-0300.

 70.    "MECOD" means the Multiple Exchange Carriers Ordering and Design
        Guidelines for Access Services - Industry Support Interface, a document
        developed by the Ordering/Provisioning Committee under the auspices of
        the OBF, which functions under the auspices of the Carrier Liaison
        Committee of the ATIS. The MECOD document, published by Bellcore as
        Special Report SR STS-002643, establishes methods for processing orders
        for access and other connectivity service which is to be provided by two
        or more local carriers (including a LEC and a CLC), or by one LEC or CLC
        in two or more states within a single LATA.

 71.    "Mid-Span Meet" means an interconnection between two LEGs whereby each
        provides its own cable and equipment up to the meet point of the cable
        facilities. The meet point is the demarcation


<PAGE>



                                                           NEVADA - Attachment I


        establishing ownership of and responsibility for each LEC's portion of
        the transmission facility. -

 72.    "911 Service" means a universal telephone number which gives the public
        direct access to the 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 authority designated to receive such calls.

 73.    "Network Element" is as defined in the Act.

 74.    "NEVADA" means Nevada Bell.

 75.    "North American Numbering Plan (NANP)" means the system of telephone
        numbering employed in the United States, Canada, and certain Caribbean
        countries.

 76.    "Numbering Plan Area (NPA)" is also sometimes referred to as an area
        code and the three digit indicator that is defined by the "A", "B" and
        "C" digits of each 10-digit telephone number within the NANP. Each NPA
        contains 800 possible NXX Codes. There are two general categories of
        NPA. "Geographic 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, Toll Free Service NPAs, 700, and 900
        are examples of Non-Geographic NPAs.

 77.    "Number Portability" is as defined in the Act.

 78.    "NXX", "NXX Code" or "Central Office Code" means the three-digit switch
        entity indicator that is defined by the "D", "E" and "F" digits of a
        10-digit telephone number within the NANP. Each NXX Code contains 10,000
        station numbers.

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

 80.    "Originating Line Information (OLI)" is an SS7 Feature Group D
        signaling parameter which refers to the number transmitted through the
        network identifying the billing number of the calling party.

 81.    "Party" means either ATI or NEVADA. "Parties" means ATI and NEVADA.

 82.    "Percent Local Usage" or "PLU" means a percentage amount that represents
        the ratio of the local minutes to the sum of local and intraLATA toll
        minutes sent between the Parties over Local Interconnection Trunks.
        Directory Assistance, BLV/BLVI, 900, transiting calls from other LECs,
        WSP traffic and interLATA Switched Access calls are not included in the
        calculation of PLU.

 83.    "Permanent Number Portability (PNP)" means a long-term solution to
        provide LNP for all customers and all providers consistent with the Act
        and implementing regulations.

 84.    "Physical Collocation" shall have the meaning set forth in 47 C.F.R.
        Section 51.5.

 85.    "Point of Interconnection" or "POI" means a physical location at which
        the Parties' networks meet for the purpose of establishing
        interconnection. POls include a number of different technologies and
        technical interfaces based on the Parties' mutual agreement.

 86.    "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.


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                                                           NEVADA - Attachment 1



 99.    "Service Provider Local Number Portability" shall have the same meaning
        as Number Portability as defined in the Act and FCC regulations
        thereunder.

 100.   "Signal Transfer Point" or "STP" means equipment that performs a packet
        switching function that routes signaling messages among SSPs, SCPs,
        Signaling Points (SPs), and other STPs in order to set up calls and to
        query databases for advanced services.

 101.   "Special Construction" shall have the meaning set forth in NEVADA's
        PSCN Tariff No. A4.2. as of the Effective Date of this Agreement and
        shall not be subject to change except upon mutual agreement of the
        Parties (even if the underlying tariff changes), provided that ATI will
        be treated no less favorably than NEVADA treats its own end-user
        customers.

102.    "Switched Access" service means an offering of access to services or
        facilities for the purpose of the origination or termination of traffic
        from or to Exchange Service customers in a given area pursuant to a
        Switched Access tariff. Switched Access services includes: Feature Group
        A (FGA), Feature Group B (FGB), Feature Group C (FGC), Feature Group D
        (FGD), Toll Free Service, 700 and 900 access. Switched Access service
        does not include traffic exchanged between LECs for purposes of local
        exchange interconnection.

 103.   "Switched Access Meet Point Billing" means a billing arrangement used
        when two or more LECs jointly provide a Switched Access service over
        Meet Point Trunks, with each LEC receiving an appropriate share of the
        revenues. The access services will be billed using Switched Access rate
        structures, and the LEGs will decide whether a single bill or multiple
        bill will be sent. If the LECs cannot agree, multiple bills will be
        sent.

 104.   "Tandem Switches" are switches that are used to connect and switch
        trunk circuits between and among Central Office Switches.

 105.   "Toll Traffic" means IntraLATA traffic falling outside of the normal
        free calling area as defined by the Commission.

 106.   "Toll Free Service" means service provided with any dialing sequence
        that invokes toll-free I E., 800-like, service processing. Toll Free
        Service includes calls to the Toll Free Service 800/888 NPA SAG codes.

 107.   "Transit Rate" is the rate that applies to local and toll calls sent
        between a LEC and a CLC destined for a third-party LEG or CLC.

 108.   "Trunk-Side" refers to a Central Office switch connection that is
        capable of, and has been programmed to treat the circuit as connecting
        to another switching entity, for example, another Central Office switch.
        Trunk-Side connections offer those transmission and signaling features
        appropriate for the connection of switching entities and cannot be used
        for the direct connection of ordinary telephone station sets.

109.    "Unbundled Services Cross Connect" or "USCC" is a connection between an
        unbundled link, which terminates at the distribution frame, and the
        digital cross connect system, for the purpose of combining an unbundled
        link and NEVADA unbundled transport when multiplexing is required.

 110.   "Virtual Collocation" shall have the meaning set forth in 47 C.F.R.
        Section 51.5.

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


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                                                           NEVADA - Attachment 1



 112.   "Waste" means all hazardous and non-hazardous substances and materials
        which are intended to be discarded, scrapped, or recycled, associated
        with activities ATI or NEVADA or their respective contractors or agents
        perform at Work Locations. It shall be presumed that all substances or
        materials associated with such activities, that are not in use or
        incorporated into structures (including without limitation damaged
        components or tools, leftovers, containers, garbage, scrap, residues or
        by-products), except for substances and materials that ATI, NEVADA or
        their respective contractors or agents intend to use in their original
        form in connection with similar activities, are Waste. Waste shall not
        include substances, materials or components incorporated into structures
        (such as cable routes) even after such components or structure are no
        longer in current use.

 113.   "Wire Center" denotes a building or space within a building which serves
        as an aggregation point on a given carrier's network, where transmission
        facilities and circuits are connected or switched. A NEVADA Bell Wire
        Center can also denote a building in which one or more Central Offices,
        used for the provision of Exchange Services and access services, are
        located. However, for purposes of collocation, Wire Genter shall mean
        those points eligible for such connections as specified in FCC Docket
        No. 91-141, and rules adopted pursuant thereto, as modified by
        subsequent FCC decisions.

 114.   "Wireless Service Provider or "WSP" means a provider of Commercial
        Mobile Radio Services (CMRS) ~ cellular service provider, Personal
        Communications Services provider, or paging service provider.

 115.   "Work Locations" means any real estate that ATI or NEVADA, as
        appropriate, owns, leases or licenses or in which it holds easements or
        other rights to use, or does use, in connection with this Agreement.