<PAGE>

                                                                    Exh. 10.1.35

                                                                      ----------
                                                                       RECEIVED

                                                                      MAR 9 2000

                                                                      By________

                                                                      ----------

                                    AGREEMENT
                   FOR LOCAL WIRELINE NETWORK INTERCONNECTION
                                       AND
                                 SERVICE RESALE
                                     BETWEEN
                       AMERICAN TELEPHONE TECHNOLOGY, INC.
                                       AND
                          U S WEST COMMUNICATIONS, INC.

                           FOR THE STATE OF WASHINGTON

                                 CDS-000118-0201

[This agreement uses different types of print to indicate the origins of
different provisions. Plain language that is neither in italics nor bold
reflects: (1) language that U S WEST Communications, Inc. ("U S WEST") and AT&T
Communications of the Northwest, Inc. ("AT&T") agreed to in the interconnection
agreement that this Commission ordered on July 11, 1997 and that American
Telephone and Technology, Inc. ("ATTI") is opting into; or (2) language that U S
WEST and ATTI have agreed to. Language that is in bold refers to language that
this Commission ordered in the arbitration between U S WEST and AT&T and that
ATTI is opting into. Language that is in both bold and italics refers to
language that implements the Commission's decision issued in the Washington
arbitration between U S WEST and ATTI on February 24, 2000.

In the footnotes that appear in this agreement, "Commission Decision" refers to
the Commission's decision issued February 24, 2000. "AT&T Order" refers to the
Arbitrator's Report and Decision issued November 27, 1996 in the arbitration
between U S WEST and AT&T Communications of the Northwest, Inc.; "AT&T
Recommendations" refers to to the Arbitrator's Report and Decision issued June
6,1997 in the U S WEST/AT&T arbitration; and "AT&T Approval" refers to this
Commission's Order issued July 11, 1997 Modifying Arbitrator's Decision and
Arbitrator's Recommendations and Approving Interconnection Agreement with
Modifications."]

<PAGE>

                                TABLE OF CONTENTS

                                    CONTENTS
RECITALS ......................................................................1

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

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

TERMS AND CONDITIONS .........................................................12

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

<PAGE>

      34.  Waivers ...........................................................29
      35.  No Third Party Beneficiaries ......................................29
      36.  Physical Security .................................................29
      37.  Network Security ..................................................30
      38.  Revenue Protection ................................................30
      39.  Law Enforcement Interface .........................................31
      40.  Collocation .......................................................31
      42.  Number Portability ................................................50
      43.  Dialing Parity ....................................................57
      44.  Directory Listings ................................................57
      45.  Directories .......................................................60
      46.  U S WEST Dex Issues ...............................................61
      47.  Access to Poles, Ducts, Conduits, and Rights of Way ...............61
      48.  Bona Fide Request Process for Further Unbundling ..................66
      49.  Audit Process .....................................................69
      50.  Miscellaneous Services ............................................70
      51.  Unused Transmission Media .........................................86
      52.  Service Standards .................................................88
      53.  Entire Agreement ..................................................90
      54.  Reservation of Rights .............................................91

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

   Attachment 7   Implementation Schedule

<PAGE>

      This Interconnection Agreement (this "Agreement") is made (1) by and
between American Telephone Technology, Inc., a Washington corporation ("ATTI"),
and U S WEST Communications, Inc., a Colorado corporation ("U S WEST"), 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, ATTI and U S WEST will extend certain
arrangements to one another within each LATA in which they both operate within
Washington. 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 (the "FCC"), and the orders, rules and regulations of
the Washington Utilities and Transportation Commission (the "Commission"); and
as such does not necessarily represent the position of either Party on any given
issue; and

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

      WHEREAS, ATTI wishes to purchase Telecommunications Services for resale to
others, and U S WEST is willing to provide such services; and

      WHEREAS, ATTI 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, ATTI 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 LATAs in Washington 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 ATTI 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 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 ATTI 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

----------
(1)   Per AT&T Approval at page 14, paragraph 2 (This footnote is not applicable
      to ATTI)


                                                                               1
<PAGE>

                                                                          Part A


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 ATTI 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 ATTI's prior written agreement in accordance with Section 17 of this
Part A of this Agreement, nor shall U S WEST reconfigure, reengineer or
otherwise redeploy its network in a manner which would materially impair ATTI'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.

"911 Site Administrator" is a person assigned by ATTI 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.


                                                                               2
<PAGE>

                                                                          Part A


"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 of this Part A of this
Agreement; (2) access to poles, ducts, conduits and rights of way as described
in Section 47 of this Part A of this Agreement; (3) unused transmission media as
described in Section 51 of this Part A of this Agreement; (4) Directory Listings
as described in Section 44 of this Part A of this Agreement; (5) E911 as
described in Section 50.1 of this Part A of this Agreement; (6) Directory
Assistance Service as described in Section 50.2 of this Part A of this
Agreement; (7) Operator Services as described in Section 50.3 of this Part A of
this Agreement; (8) Directory Assistance and Listings services requests as
described in Section 50.4 of this Part A of this Agreement; and (9) directory
assistance data as described in Section 50.5 of this Part A of this Agreement.

"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 ATTI and U S WEST for Local Interconnection.


                                                                               3
<PAGE>

                                                                          Part A


"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, 1A, 2, 3, 3A, 4 and 5 as Special
Reports SR-OPT-001868, SR-OPT-0011869, SR-OPT-001871, SR-OPT-001872,
SR-OPT-001873, SR-OPT-001874, and SR-OPT-001875, respectively, and contains the
recommended guidelines for the billing of access and other connectivity
services.

"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.

"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.

"Combinations" means provision by U S WEST of two or more connected Network
Elements ordered by ATTI 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 ATTI, subject to restrictions, if any, imposed by the
Commission.

"Commission" means the Washington Utilities and Transportation 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.


                                                                               4
<PAGE>

                                                                          Part A


"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.

"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 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-555-1212.

"Directory Assistance Service" provides Listings to callers. Directory
Assistance Service may include the option to complete the call at the callers
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.


                                                                               5
<PAGE>

                                                                          Part A


"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.

"EAS" (Extended Area Service) 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 the Commission approves this Agreement.

"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. 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 FCC 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 ATTI's 911 administrative site to receive ALI data from ATTI. Access to the
Gateway will be via a dial-up modem using a common protocol.

"HDSL" (High-Bit Rate Digital Subscriber Line) means a two-wire or four-wire
transmission technology which typically transmits a DS1-level signal (or, higher
level signals with certain technologies), using, for example, 2 Binary / 1
Quartenary ("2B1Q").

"IDLC" (Integrated Digital Loop Carrier) means a digital subscriber loop carrier
system which interfaces with the switch digitally at a DS1 (1.544Mbps) or higher
level.

"ILEC" means an 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.

"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.


                                                                               6
<PAGE>

                                                                          Part A


"ISDN" (Integrated Services Digital Network) 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).

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

"LATA" means Local Access Transport Area.

"LEC" means local exchange carrier.

"LIDB" (Line Information Data Base(s)) is an SCP 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-party
services.

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

"Local Resale", "Services for Resale" or "Resale Services" means, collectively,
Telecommunications Services and service functions provided by U S WEST to ATTI
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 ATTI 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 OBF, which functions under the auspices
of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
Industry Solutions (ATIS). The MECAB document, published by Bellcore as Special
Report SR-BDS-000983, contains the recommended guidelines for the billing of an
Access Service provided by two or more LECs (including a LEC and a CLEC), or by
one LEC in two or more states within a single LATA.

"MECOD" refers to the Multiple Exchange Carriers Ordering and Design (MECOD)
Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of the OBF,
which functions under the auspices of the Carrier Liaison Committee (CLC) of the
Alliance for Telecommunications Industry Solutions (ATIS). The MECOD document,
published by Bellcore as Special Report SR STS-002643, establishes recommended
guidelines for


                                                                               7
<PAGE>

                                                                          Part A


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.

"Meet-Point Billing" or "MPB" refers to an arrangement whereby two LECs
(including a LEC and ATTI) jointly provide Switched Access Service to an
Interexchange Carrier, with each LEC (or ATTI) 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 E911 service. It includes an alphabetical list of the street names,
high-low house number ranges, community names, and emergency service numbers
provided by the counties or their agents to U S WEST.

"NANP" (North American Numbering Plan) 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.(2)

"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 NANP.

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

"Operator 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.

----------
(2)   Per AT&T Order at page 10, Issue 18.


                                                                               8
<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 ATTI and "Parties" means U S WEST and ATTI.

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

"POI" (Point of Interconnection) means the physical point that establishes the
technical interface, the test point, where applicable, and the operational
responsibility hand-off between ATTI 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 ATTI 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.(3)

"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 ATTI 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. Where 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, ATTI's business customers will receive the same
entitlement.

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

"PSAP" (Public Safety Answering Point) is the public safety communications
center where 911 calls placed by the public for a specific geographic area will
be answered.

"Rate Center" means the geographic point and corresponding geographic area which
are associated with one or more particular NPA-NXX codes which have been
assigned to U S WEST or ATTI 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 ATTI
will provide

----------
(3)   Per AT&T Order at page 10, Issue 18.


                                                                               9
<PAGE>

                                                                          Part A


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 ATTI 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 ATTI which bear a certain
NPA-NXX designation. The Routing Point is employed to calculate mileage
measurements for the distance-sensitive transport element charges of Switched
Access Services. Pursuant to Bellcore Practice BR 795-100-100, the Routing Point
may be an "End Office" location, or a "LEC Consortium Point of Interconnection."
Pursuant to that same Bellcore Practice, examples of the latter shall be
designated by a common language location identifier (CLLI) code with (x)KD in
positions 9, 10, 11, where (x) may by any alphanumeric A-Z or 0-9. The 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.

"SCP" (Service Control Point) 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).

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

"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.


                                                                              10
<PAGE>

                                                                          Part A


"STPs" (Signaling Transfer Points) 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 Commission
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 company other than the
tandem company, such as another CLEC, 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 Carriers 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.


                                                                              11
<PAGE>

                                                                          Part A


"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 carriers
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 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 ATTI'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.

            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 predating 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
                  the Effective Date of this Agreement, the Parties will develop
                  processes by which U S WEST will inform ATTI 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 ATTI.
                  In addition, the Parties agree that those deviations from such
                  standards documented by U S WEST to ATTI 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.


                                                                              12
<PAGE>

                                                                          Part A


            1.3.2 US WEST agrees that in no event shall it intentionally allow
                  any Network Component provided by U S WEST to ATTI under this
                  Agreement to perform below the standards or deviations
                  therefrom reflected in Section 1.3.1, except where requested
                  by ATTI. 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 ATTI notifies U S WEST
                  of how the proposed change may adversely impact ATTI or its
                  Customers within fourteen (14) calendar days after receipt of
                  U S WEST's Change Notice, U S WEST and ATTI 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 ATTI 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 ATTI immediately.

            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 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 ATTI 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 agreement's
            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 US WEST under this
            Agreement, ATTI shall pay the charges set forth in Attachment 1 to
            this Agreement. The billing procedures for charges incurred by ATTI
            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 ATTI pays the
            billed balance on time, but the amount of the billed balance is
            reasonably disputed by ATTI, and, it is later determined that a
            refund is due ATTI, interest shall be payable on the refunded amount
            in the amount of 1.5% per month. To the extent ATTI pays the billed
            balance on time, but the amount of the billed balance is


                                                                              13
<PAGE>

                                                                          Part A


            reasonably disputed by ATTI, and, it is later determined that no
            refund is due ATTI, 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 ATTI 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 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


                                                                              14
<PAGE>

                                                                          Part A


            (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 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   ATTI shall in no event be liable to U S WEST for any costs
            whatsoever resulting from the presence or release of any
            environmental hazard ATTI did not introduce to the affected work
            location. U S WEST shall, at ATTI's request, indemnify, defend, and
            hold harmless ATTI, 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 ATTI 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. ATTI 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 ATTI, its contractors or agents introduce to
            the work location, or (b) the presence of release of any
            environmental hazard for which ATTI 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, ATTI
            will ensure that, to the extent any activities which it undertakes
            in the facility disturb such suspect materials, such ATTI 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 ATTI or equipment placement
            activities that result in the generation of asbestos containing
            material, ATTI 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 ATTI if U S WEST undertakes any asbestos control or asbestos
            abatement activities that potentially could affect ATTI 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


                                                                              15
<PAGE>

                                                                          Part A


            or otherwise generated in connection with its or its contractors' or
            agents' activities at the work locations.

8.    Branding

      8.1   Where operator, call completion, or director assistance service is
            part of the service or service package U S WEST offers for resale,
            they should be provided upon request in an unbranded status at no
            additional cost, unless U S WEST proves to the Commission that it
            lacks the capability to comply with the unbranding request. If U S
            WEST meets its burden of proof, U S WEST is relieved of its duty to
            comply with the request for unbranding.(4)

      8.2   When ATTI requests branding as its own service or unbranding of a
            service other than operator, call completion, or directory
            assistance service, ATTI shall pay for the cost of that branding or
            unbranding, unless U S WEST proves to the Commission that it lacks
            the capability to comply with the unbranding request. If U S WEST
            meets its burden of proof, U S WEST is relieved of its duty to
            comply with the request for branding or unbranding.(5)

      8.3   For those services during the provision of which U S WEST interacts
            with ATTI Customers, and which services are the subject matter of
            this Agreement, U S WEST shall, at ATTI's sole discretion, brand any
            and all such services at all points of subscriber contact
            exclusively as ATTI service, or otherwise as ATTI may specify, or
            such service shall be provided with no brand as ATTI shall
            determine, except as provided below with respect to uniforms and
            vehicles. U S WEST may not unreasonably interfere with branding by
            ATTI.(6)

      8.4   Branding includes front-end branding, back-end branding, and
            unbranding to be determined by ATTI. ATTI shall have the option of
            providing its own branding materials.(7)

      8.5   ATTI shall provide the exclusive interface to ATTI subscribers
            except as ATTI shall otherwise specify. U S WEST shall inform ATTI
            Customers that resold repair and maintenance service is being
            provided on behalf of ATTI.(8)

      8.6   Except as otherwise specifically provided herein, all forms,
            business cards or other business materials furnished by U S WEST to
            ATTI subscribers shall be provided by ATTI unless otherwise agreed
            by ATTI in its sole discretion, in which case, any such subscriber
            materials shall be subject to ATTI's prior review and approval.(9)

----------
(4)   Per AT&T Recommendations at pages 5-6, Issues 29-32.
(5)   Per AT&T Recommendations at page 6, Issues 29-32.
(6)   Per AT&T Recommendations at page 6, Issues 29-32.
(7)   Per AT&T Recommendations at page 6, Issues 29-32.
(8)   Per AT&T Recommendations at page 6, Issues 29-32.
(9)   Per AT&T Recommendations at page 6, Issues 29-32.


                                                                              16
<PAGE>

                                                                          Part A


      8.7   U S WEST is not required to remove the U S WEST brand from services
            offered by U S WEST to its Customers except as otherwise required by
            this Agreement.(10)

      8.8   U S WEST will not be required to rebrand uniforms and vehicles.(11)

      8.9   U S WEST shall inform ATTI customers that resold repair and
            maintenance is being provided on behalf of ATTI. ATTI shall prepare
            the printed material that provides information about ATTI's service
            that U S WEST employees leave with ATTI customers in association
            with repair and maintenance calls.(12)

      8.10  US WEST shall provide, for ATTI's review, the methods and
            procedures, training and approaches to be used by U S WEST to assure
            that U S WEST meets ATTI's branding requirements.

      8.11  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 ATTI or its Affiliates, except as expressly
            permitted by ATTI.

      8.12  At the request of ATTI and where technically feasible, U S WEST will
            rebrand operator services and directory assistance and announcements
            in ATTI's name.(13)

      8.13  Until such time as the Commission determines final pricing pursuant
            to its cost docket, ATTI shall pay the actual costs, if any, of
            branding or unbranding in accordance with the Act or Commission
            orders.(14)

9.    Independent Contractor Status

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

      9.2   Each Party is an independent contractor, and has and hereby retains
            the right to exercise full control of and supervision over its own
            performance of its obligations under this Agreement and retains full
            control over the employment, direction, compensation and discharge
            of all employees assisting in the performance of such obligations.
            Each Party will be solely responsible for all matters relating to
            payment of such employees, including compliance with social security
            taxes, withholding taxes, and other payroll taxes with respect to
            their respective employees, as well as any taxes, contributions or
            other obligations imposed by applicable state unemployment or
            workers' compensation acts and all other regulations governing such
            matters. Each Party has sole authority and responsibility to hire,
            fire and otherwise control its employees.

----------
(10)  Per AT&T Recommendations at page 6, Issues 29-32.
(11)  Per AT&T Order at page 21, Issue 30.
(12)  Per AT&T Order at page 21, Issue 30.
(13)  Per AT&T Order at page 21, Issue 30.
(14)  Per AT&T Recommendations at page 7, Issues 29-32.


                                                                              17
<PAGE>

                                                                          Part A


      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, ATTI 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, ATTI practice, U S WEST practice, or publication of
            industry standards, unless ATTI 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

      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.


                                                                              18
<PAGE>

                                                                          Part A


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 upon Commission approval
            pursuant to Sections 251 and 252 of the Act.(15)

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. All amendments to this Agreement will be submitted to the
            Commission.

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 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.

----------
(15)  Per AT&T Approval at page 14, paragraph 2. (This footnote is not
      applicable to ATTI)


                                                                              19
<PAGE>

                                                                          Part A


      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.

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

      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(16)

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

      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
            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

----------
(16)  Per AT&T Recommendations at page 8, Issue 40. Modified per AT&T Approval
      at page 13, paragraph C.


                                                                              20
<PAGE>

                                                                          Part A


            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 19 shall limit either Party's
            liability to the other for (i) willful or intentional misconduct
            (including gross negligence); (ii) bodily injury, death or damage to
            tangible real or tangible personal property proximately caused by
            such party's negligent act or omission or that of their respective
            agents, subcontractors or employees nor shall anything contained in
            this section limit the Parties' indemnification obligations, as
            specified above.

20.   Term of Agreement

      20.1  This Agreement shall terminate on July 24, 2000 and thereafter shall
            continue in force and effect unless and until a new agreement,
            addressing all of the terms of this Agreement, becomes effective
            between the Parties. 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 Section 27 of this
            Agreement 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 FCC or Commission 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 Washington, without regard to its
            conflicts of laws principles, shall govern.

22.   Cancellation Charges

      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 ATTI a summary describing the proposed
            change(s) to each Telecommunications Service which is available
            pursuant to this Agreement. U S WEST shall also provide ATTI 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


                                                                              21
<PAGE>

                                                                          Part A


            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, ATTI 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 ATTI 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 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. 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 noncompliance 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.


                                                                              22
<PAGE>

                                                                          Part A


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, ATTI may obtain replacement services for
            those services affected by such labor dispute or strike or work
            stoppage, in which event any liability of ATTI 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 ATTI.

26.   Escalation Procedures

      26.1  ATTI 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. ATTI 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
            Seattle, Washington, unless otherwise agreed to by the Parties, and
            the governing law shall be in accordance with Section 21.1 above.

      27.2  In the event ATTI 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.


                                                                              23
<PAGE>

                                                                          Part A


      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 Seattle,
            Washington, unless otherwise agreed to by the Parties. 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 arbitrators may be entered in a court
            having jurisdiction. The decision shall also be submitted to the
            Commission.

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 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;


                                                                              24
<PAGE>

                                                                          Part A


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

            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;

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

            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. Notwithstanding the foregoing, each Party shall
            provide advance notice of three (3) Business Days to the other
            before providing 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  Customer Proprietary Network Information ("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


                                                                              25
<PAGE>

                                                                          Part A


            information that the Recipient has otherwise obtained, directly or
            indirectly, in connection with its performance under this
            Agreement.(17)

      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.

      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 ATTI:

            Richard Smith
            COO
            730 2nd Avenue South
            Suite 1200
            Minneapolis, MN 55402

            Copy to:

                  J. Jeffery Oxley
                  Director of Regulatory Affairs
                  ATTI
                  730 2nd Avenue South
                  Suite 1200
                  Minneapolis, MN 55402

            To U S WEST:

            Director-Interconnection Compliance
            1801 California, Room 2410
            Denver, Colorado 80202

            Copy to:

                  U S WEST, Inc.
                  Law Department -- General Counsel -- Interconnection
                  1801 California, 49th Floor
                  Denver, CO 80202

----------
(17)  Per AT&T Order at pages 23-24, Issue 41.


                                                                              26
<PAGE>

                                                                          Part A


      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

      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 ATTI under this Agreement is performed by a
            subcontractor or Affiliate, ATTI shall remain fully responsible for
            the performance of this Agreement in accordance with its terms, and
            ATTI 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 ATTI 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 ATTI true and complete
            copies of all material agreements in effect between U S WEST and any
            third party (including Affiliates) providing any services to ATTI 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 this Agreement, the breaching Party
                   shall cure such breach within thirty (30) calendar days of
                   receiving such notice. The non-breaching Party shall be


                                                                              27
<PAGE>

                                                                          Part A


                   entitled to pursue all available legal and equitable remedies
                   for such breach. Amounts disputed in good faith and withheld
                   or set off shall not be deemed "amounts due hereunder" for
                   the purpose of this provision.

            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) Business 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  ATTI may terminate this Agreement in whole at any time only for
            cause upon sixty (60) calendar days' prior written notice. ATTI'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
            ATTI agree to cooperate to provide for an uninterrupted transition
            of services to ATTI or another vendor designated by ATTI 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 ATTI service
            as provided in this Agreement, U S WEST shall reimburse ATTI 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 ATTI 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 of one or more remedies shall not bar use of any
            other remedy for the purpose of enforcing the provisions of this
            Agreement.


                                                                              28
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                                                                          Part A


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

            36.1.1 U S WEST will restrict access to approved personnel to U S
                   WEST's buildings. ATTI is responsible for the action of its
                   employees and other authorized non-ATTI 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 ATTI 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 ATTI 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 ATTI has physical collocation arrangements. The Parties
                   will cooperate to analyze security procedures of each company
                   to evaluate ways in which security procedures of US WEST may
                   be enhanced.

            36.1.4 U S WEST will allow ATTI to inspect or observe its physical
                   spaces which house or contain ATTI 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 ATTI with all keys,
                   entry codes, lock combinations, or other materials or
                   information which may be needed to gain entry via direct
                   access to ATTI's physical space.


                                                                              29
<PAGE>

                                                                          Part A

            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 ATTI
                   equipment.

            36.1.6 U S WEST agrees to limit the keys used in its keying systems
                   for spaces which contain ATTI equipment to the U S WEST
                   supervisor for the specific facility to emergency access
                   only. ATTI 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 ATTI 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 ATTI
                   personnel to indicate an actual or attempted security breach
                   of ATTI 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

      38.1  U S WEST shall make available to ATTI 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, 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


                                                                              30
<PAGE>

                                                                          Part A


            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.

--------------------------------------------------------------------------------
(The language shown below implements both language the Parties agree upon as
well as language as a result of the Commission's decision regarding collocation
service.)
--------------------------------------------------------------------------------

40.   Collocation

      40.1  General Description

            40.1.1. Collocation allows for the placing of telecommunications
                   equipment owned by ATTI within USW's Wire Centers for the
                   purpose of interconnection or accessing Unbundled Network
                   Elements (UNEs) at USW premises and/or terminating EAS/Local
                   and ancillary traffic or for cross connects to other
                   collocated parties.

      40.2  Virtual Collocation

            40.2.1 A Virtual Collocation arrangement requires ATTI to purchase
                   and deliver to USW ATTI's own equipment for USW to install
                   and maintain in USW's Wire Center. ATTI does not have
                   physical access to its equipment in the USW Wire Center.
                   Compliance with NEBS3 safety standards is required to the
                   same extent that USW complies with the same standards.

      40.3  Caged Physical Collocation

            40.3.1 Caged Physical Collocation allows ATTI to lease caged floor
                   space up to a maximum of 400 square feet within each USW Wire
                   Center, for placement of its telecommunications equipment
                   within USW's Wire Centers for the purpose of interconnecting
                   with USW finished services or UNEs or for cross-connects to
                   other collocated parties. ATTI is responsible for the
                   procurement, installation and on-going maintenance of its
                   equipment as well as the cross connections required within
                   the cage.

      40.4  Cageless Physical Collocation

            40.4.1 Cageless Physical Collocation is a non-caged area within a
                   USW Wire Center. Any unused space will be made available to
                   the extent technically feasible in standard 9 square foot,
                   single bay increments. ATTI will be responsible for the
                   procurement, installation and maintenance of the bays and
                   telecommunications equipment as well as the cross-connections
                   required within ATTI's leased


                                                                              31
<PAGE>

                                                                          Part A

                  collocation space. Compliance with NEBS3 safety standards is
                  required to the same extent that USW complies with the same
                  standards.

      40.5  Shared Space Caged Physical Collocation

          40.5.1. Shared Space Caged Physical Collocation offers Co-Providers
                  the opportunity to share a caged physical space with each
                  other for the purpose of interconnecting with appropriate USW
                  services or facilities, including, but not limited to, high
                  capacity private line services or UNEs or for cross-connects
                  to other collocated parties. Each collocator will be
                  responsible for ordering entrance, power and terminations from
                  USW at time of application. In order to address issues around
                  warehousing of space, the original collocator will not be
                  allowed to charge the shared occupant a per square foot charge
                  in excess of the rate that the original collocator is
                  presently charged by USW.

      40.6  Interconnection Distribution Frame (ICDF) Collocation

           40.6.1 Where ATTI does not require its equipment to be placed in a
                  USW Wire Center, but wishes only to combine USW UNEs, ICPF
                  Collocation is available. ICDFs are shared cross-connect
                  devices used by USW and Co-Providers alike. USW will determine
                  the appropriate cross-connect device upon which ATTI
                  terminations will be placed (DS0, DS1, DS3, and OCn).

      40.7  Direct Connection to the USW Network

           40.7.1 Telecommunications interconnection between ATTI's collocated
                  equipment and USW's network may be accomplished by a Direct
                  Connection. Pricing will be provided to ATTI during the quote
                  phase. A direct connection includes a connection to an MDF,
                  where technically feasible, at the same location where USW
                  makes an equivalent cross connection. Rates, terms and
                  conditions will be as determined by the WPUC unless otherwise
                  agreed by the parties in writing. ICB pricing will be used
                  where prices are otherwise not available. This element can be
                  at the DS-3, DS-1, DS-0, or analog line level. A Direct
                  Cabling Connection does not contemplate direct termination on
                  a COSMIC frame. However, ATTI may request, through the BFR
                  process, a direct termination on a COSMIC frame. When the MDF
                  termination is on a COSMIC frame, costs and service
                  availability intervals will be on an ICB basis.

--------------------------------------------------------------------------------
(The language shown below implements the Commission's decision.)
--------------------------------------------------------------------------------

      40.8  Adjacent Physical Collocation(18)

           40.8.1 Adjacent Physical Collocation includes two scenarios: (1)
                  where ATTI wishes to obtain space for collocation facilities
                  in a building or property not owned by USW nearby or across
                  the street from USW's premises (the "Nearby Location"), and
                  (2) where ATTI wishes to obtain space for collocated
                  facilities in a cabinet on the parking lot or grounds of USW's
                  premises (the "On Grounds Location"). Collocation at a Nearby
                  Location will be available to ATTI only if On Grounds Location
                  is not available because of space limitations.

----------
(18)  This language implements the Commission's decision relating to adjacent
      physical collocation. Commission Decision at 22-23.

                                                                              32
<PAGE>

                                                                          Part A

           40.8.2 USW will extend facilities sufficient to establish
                  connectivity to USW's network and distribution frame
                  facilities to ATTI's Collocation space where ATTI is in a
                  Nearby Location. When ATTI selects the "Near By" Adjacent
                  Physical Collocation option, ATTI is responsible for all
                  expenses associated with the establishment of the Adjacent
                  Physical Collocation space, including but not limited to:
                  space construction, provision of power and the extension of
                  the USW facilities to the ATTI Adjacent Collocation space.

           40.8.3 When ATTI selects the "On Grounds" Adjacent Physical
                  Collocation option, USW will provide power and extend
                  facilities sufficient to establish connectivity to USW's
                  network and distribution frame facilities to ATTI's
                  collocation space.

           40.8.4 The Parties will meet within seven (7) days of ATTI's
                  specific written request for Adjacent Physical Collocation to
                  develop a consensual plan for accommodating that request.
                  Intervals for completing the work associated with such request
                  shall be no longer than those intervals set forth herein
                  applicable to Caged Collocation unless the Parties agree or
                  either Party, upon request, demonstrates that such longer
                  intervals are necessary.

      40.9  COLLOCATION TERMS AND CONDITIONS - ALL COLLOCATION

           40.9.1 USW shall provide Collocation in a nondiscriminatory manner
                  on rates, terms and conditions that are just, reasonable and
                  nondiscriminatory. Both parties agree to act in accordance
                  with applicable law and regulation including without
                  limitation orders of the Washington Public Utilities
                  Commission (WPUC) and the Federal Communications Commission
                  (FCC).

           40.9.2 ATTI may collocate equipment that is necessary for
                  interconnection or access to unbundled network elements,
                  regardless of whether such equipment includes a switching
                  functionality, provides enhanced services capabilities, or
                  offers other functionalities. USW will permit collocation of
                  any equipment required by law, unless USW can establish that
                  the equipment will not be actually used or useful by ATTI for
                  the purpose of obtaining interconnection or access to
                  unbundled network elements

           40.9.3 U S WEST may reasonably audit such telecommunications
                  equipment to assure that it is being utilized for local
                  interconnection or access to unbundled elements. USW agrees
                  that all audits shall be conducted in a responsible manner so
                  as not to impair any service capabilities of ATTI. ATTI must
                  identify what equipment is to be installed to allow US WEST to
                  use this information in engineering the power, floor loading,
                  heat release, environmental particulate level and HVAC.

           40.9.4 If the availability of "Switch Collocation" is rescinded
                  pursuant to Part A, Section 19.5 (Governing Law/Compliance
                  With Laws) of this agreement), ATTI will be requested to
                  remove or disable the switching function of the equipment at
                  its own expense and within 30 calendar days of receiving such
                  notice.

           40.9.5 Collocation requests require that space be provided for the
                  placement of ATTI telecommunications equipment within USW's
                  Wire Center or elsewhere as permitted under Section 2.1.7. USW
                  will also provide, at a WPUC approved


                                                                              33
<PAGE>

                                                                          Part A

                  price to ATTI, the structure that is necessary in support of
                  this equipment. This includes but is not limited to, physical
                  space, a cage (for Caged Physical Collocation), HVAC, any
                  required cabling between ATTI's telecommunications equipment
                  and the Distribution Frame and any other associated hardware.

           40.9.6 All equipment placed will meet NEBS safety standards (to the
                  same extent USW equipment meets such standards) and will be
                  installed in accordance with USW Technical Publications 77350,
                  77351, 77355, and 77386 as applicable. USW shall provide
                  standard central office alarming pursuant to Technical
                  Publication 77350 within the Central Office environment, but
                  not to ATTI's equipment. Co-Providers are responsible for the
                  monitoring of their own equipment.

           40.9.7 Collocation is offered on a first-come, first-served basis.
                  Requests for Collocation may be denied due to the lack of
                  sufficient space in a USW Wire Center for placement of ATTI's
                  equipment. If USW determines that the amount of space
                  requested by ATTI for Caged Physical Collocation is not
                  available, ATTI will be offered Collocation in the closest 100
                  square toot increment that is determined to be available in
                  relation to the original request. ATTI also will be offered
                  Cageless Physical Collocation (bay at a time), Virtual
                  Collocation or Adjacent Physical Collocation as alternatives
                  to Caged Physical Collocation. If ATTI accepts one of the
                  alternatives, a new application form will be submitted if
                  necessary to formalize the re-engineering involved with the
                  new request, but such new application will not further delay
                  or impede the pending request. ATTI must select its option
                  within ten (10) days of notice., To the extent any such
                  alternative is technically feasible, each shall be made
                  available to ATTI, and ATTI in its discretion may choose. USW
                  shall have the burden of demonstrating that a request for a
                  particular form of Collocation at a particular premises is not
                  technically feasible.

           40.9.8 Requests for Collocation from ATTI will be prioritized by
                  ATTI and USW cooperatively; but in the event ATTI submits
                  requests for Collocation such that more than (5) five requests
                  per week per state are received by USW, the following
                  procedure shall apply:

           40.9.9 USW and ATTI shall work cooperatively and in good faith to
                  establish a project plan and schedule to implement ATTI's
                  requests for Collocation. The project shall establish due
                  dates on both the up front and ready for service dates, and
                  outline responsibilities for each Party.

           40.9.10 The project plan established by USW and ATTI to implement
                  ATTI's request for Collocation may also be used by ATTI to
                  prioritize implementation of Collocation requests in the event
                  that (5) five or fewer requests for Collocation per week, per
                  state submitted by ATTI are being processed by USW.

           40.9.11 Should the Parties not reach agreement on the project plan,
                  either Party may request resolution under the Dispute
                  Resolution section of this agreement.

      40.10 If a request for Collocation is denied due to a lack of space in a
            USW Wire Center after compliance with the FCC's Collocation Order
            FCC 99-48 dated 3/31/99 in the Advanced Services Docket ("FCC
            Order"), USW must reclaim central office space by removing inactive
            equipment and consolidating equipment that is being phased out.
            Consolidation applies to equipment that is being phased out.
            Consolidation applies to equipment that is experiencing declining
            utilization, and not equipment with spare capacity for growth. USW
            must bear the cost of performing an equipment inventory and space
            assessment


                                                                              34
<PAGE>

                                                                          Part A

            as part of its demonstration. USW must bear the cost of removing
            inactive equipment ("equipment reclamation"). USW may demonstrate
            that ATTI causes costs for grooming on a case-by-case basis. Costs
            imposed on ATTI will be only those costs directly attributable to
            ATTI and above and beyond the reasonable costs USW would face in
            grooming and maintaining its network in accordance with reasonable
            industry standards. To the extent USW asserts that ATTI has caused
            specific grooming costs, ATTI may request USW to provide a price
            quote for such costs. Quotes will be developed within twenty five
            (25) calendar days including the estimated time frames for the work
            that is required in order to satisfy the Collocation request. ATTI
            has thirty (30) days to accept the quote. If ATTI accepts the quote,
            work will begin on receipt of 50% of the quoted charges, with the
            balance due on completion.

           40.10.1 Reclamation may include the following:

             40.10.1.1. Grooming -- The moving of circuits from working
                        equipment to other equipment bays with similar
                        functionality for the purpose of providing space for
                        Interconnection.

             40.10.1.2. Space Reclamation -- Administrative space that can
                        be reconditioned, downsized or modified for the
                        placement of telecommunications equipment.

      40.11 Out of Space

          40.11.1 USW will comply with the FCC Order and provide documentation
                  to ATTI and the WPUC whenever a Collocation request is denied
                  due to insufficient space. Additionally, if ATTI's request is
                  denied, upon ATTI's request ,USW will furnish a marked copy of
                  that Wire Center floor plan to ATTI. Tours of the affected
                  Wire Center, in accordance with the FCC Order, when requested
                  by ATTI, will be completed within ten (10) days of the date of
                  request. USW will, within ten (10) days of ATTI's request,
                  provide to ATTI a report indicating available Collocation
                  space in any specified USW premises. The report will specify
                  the amount of Collocation space available at each requested
                  premises, the number of collocators, and any modifications
                  since any prior such report and any measures USW is taking to
                  make additional space available for Collocation.

          40.11.2 ATTI reserves the right to review USW floor plans,
                  assignment records and other information from various USW OSS,
                  e.g., Trunk Integrated Record Keeping System (TIRKS) to
                  determine whether the existing space is being efficiently
                  utilized and what reassignment, grooming or other action would
                  be necessary to recover space for Collocation.

      40.12 All equipment and installation shall meet earthquake rating
            requirements applicable in the region where the equipment and
            installation occur.

      40.13 USW will designate the point of interconnection ("POI") for network
            Interconnection for Virtual, Caged Physical, Cageless Physical, or
            Adjacent Collocation arrangements, subject to ATTI's reasonable
            consent and right to assert a different POI under the Dispute
            Resolution section of this agreement. ATTI will be allowed access to
            the POI on non-discriminatory terms.

      40.14 ATTI is responsible for providing its own fiber facilities to the
            POI outside USW's Wire Center. USW will extend the fiber facility
            from the POI on a USW fiber cable from the POI to a Fiber
            Distribution Panel (FDP). From the FDP additional fiber, conduit and


                                                                              35
<PAGE>

                                                                          Part A

            associated riser structure will then be provided by USW to continue
            the run to ATTI's telecommunications equipment or Collocation area.

      40.15 The Collocation entrance facility is assumed to be fiber optic cable
            and meets industry standards (GR. 20 Core). Metallic sheath cable is
            not considered a standard Collocation entrance facility. Requests
            for non-standard entrances will be considered on an individual case
            basis including an evaluation of the feasibility of the request. All
            costs and provisioning intervals will be developed on an individual
            case basis.

      40.16 Dual entry into a USW Wire Center will be provided only when two
            entry points pre-exist and duct space is available. USW will not
            initiate construction of a second, separate Collocation entrance
            facility solely for Collocation. If USW requires a Collocation
            entrance facility for its own use, then the needs of ATTI will also
            be taken into consideration.

      40.17 Where Collocation entrance facilities are not available, USW will
            offer ATTI USW DS3 or DS1 Private Line Transport Services in
            accordance with Tariff terms and conditions, in lieu of entrance
            facilities to be terminated at ATTI's collocated equipment.

      40.18 ATTI and its designated agents will have direct access to its
            collocated equipment twenty-four hours per day, seven days per week
            and on non-discriminatory terms. ATTI will have direct access to the
            POI on non-discriminatory terms with other collocators. USW will
            review the security requirements and hours of access with ATTI. This
            will include issuing keys, ID cards, and explaining the access
            control processes. Other than with respect to tours under this
            Agreement and/or the FCC Order and unless otherwise required by ATTI
            to properly maintain its collocated equipment, ATTI personnel found
            outside of designated and approved areas, those being only those
            areas directly adjacent to ATTI equipment or ATTI terminated
            equipment will be escorted away from those non-approved areas and
            reported to USW Security. Whenever USW must escort ATTI personnel
            away from non-approved areas, USW will promptly provide notice to
            ATTI under the "Notices" section of this agreement. Repeated
            violations may result in denial of access to USW facilities for the
            individual(s) repeatedly found outside of USW designated and
            approved areas.

      40.19 USW shall provide reasonable access to basic facilities, including
            existing eyewash stations, restrooms, drinking water and available
            parking while at the collocated facility on a twenty-four (24) hours
            per day, seven (7) days per week basis for ATTI personnel and its
            designated agents.

      40.20 Unescorted ATTI representatives shall be restricted to corridors,
            stairways, and elevators that provide direct access to ATTI's space,
            or to the nearest restroom facility from ATTI's designated space,
            and such direct access will be outlined during ATTI's orientation
            meeting.

      40.21 ATTI may request any alternative type of available collocation to
            replace ATTI's existing virtual collocation space. The alternative
            collocation request is treated as a new request. ATTI may
            discontinue use of its existing virtual collocation space when the
            alternative space is ready for use. USW will return any ATTI
            equipment located in the virtual collocation space if ATTI
            discontinues use of that space and upon submittal of the
            Decommissioning Order for the virtual space.

      40.22 Consistent with Section 40.10 herein, USW will remove obsolete
            unused equipment from its premises where necessary and requested by
            ATTI to make space available to ATTI for Collocation. USW will
            expand or rearrange space or equipment where technically feasible if
            necessary to accommodate ATTI's Collocation request in accordance
            with the


                                                                              36
<PAGE>

                                                                          Part A

            FCC Order. USW will inform ATTI in advance of any costs associated
            with such expansion or rearrangement, that it intends to impose on
            ATTI. Such costs will include a prorated amount directly
            attributable to ATTI for such expansion or rearrangement. In the
            event of a dispute, USW will upon receipt of the requested costs
            proceed with the requested expansion or rearrangement subject to
            true-up. The Parties may resolve such dispute under the Dispute
            Resolution section of this agreement.

      40.23 USW will provide ATTI the same connection to the network as USW uses
            for provision of services to USW end users. The direct connection to
            USW's network is provided to ATTI through direct use of USW's
            existing cross connection network. ATTI and USW will share the same
            distributing frames for similar types and speeds of equipment, where
            technically feasible and space is available on the shared frame.
            ATTI shall be permitted to provision cross connects from its
            collocated facilities to those of other collocated parties ("CLEC
            Cross Connects"). ATTI may provision such CLEC Cross Connects
            itself, so long as ATTI has obtained status as an approved vendor of
            USW, or ATTI may use any other vendor who has obtained status as an
            approved vendor of USW. . ATTI may, at its election, use the ICDF
            for CLEC Cross Connects or may directly cable between the ATTI
            collocation space and the collocation space of another Co-Provider.
            USW must verify cable racking capacity and availability and
            establish the path through the wire center before ATTI establishes
            CLEC Cross Connects or direct cables from ATTI's collocation space
            to the collocation space of another Co-Provider.

      40.24 COLLOCATION TERMS AND CONDITIONS - VIRTUAL COLLOCATION

          40.24.1 USW is responsible for installing and maintaining Virtually
                  Collocated equipment for the purpose of Interconnection to
                  UNEs.

          40.24.2 ATTI will be responsible for obtaining and providing to USW
                  administrative codes, and equipment information, for any
                  equipment provided by ATTI where such codes exist.

          40.24.3 ATTI shall ensure that upon receipt of ATTI's Virtually
                  Collocated equipment by USW, all warranties and access to
                  ongoing technical support are passed through to USW, all at
                  ATTI's expense. ATTI shall advise the manufacturer and seller
                  of the virtually collocated equipment that ATTI's equipment
                  will be possessed, installed and maintained by USW.

          40.24.4 ATTI's virtually collocated equipment must comply to the
                  same extent as USW's equipment with the Telcordia Technologies
                  Network Equipment Building System (NEBS) Generic Equipment
                  Requirements TR-NWT-000063, reasonable USW Wire Center
                  environmental and transmission standards and any statutory
                  (local, state or federal) and/or regulatory and safety
                  requirements in effect at the time of equipment installation
                  or that subsequently become effective. ATTI shall provide USW
                  interface specifications (e.g., electrical, functional,
                  physical and software) of ATTI's virtually collocated
                  equipment.

          40.24.5 ATTI must specify all software options and associated
                  plug-ins for its virtually collocated equipment.

          40.24.6 ATTI will be responsible for payment of reasonable USW
                  Direct Training Charges associated with training USW employees
                  for the maintenance, operation and installation of ATTI's
                  Virtually Collocated equipment when such equipment is
                  different than the standard equipment used by USW in that Wire
                  Center. This includes reasonable per diem charges (i.e.,
                  expenses based upon


                                                                              37
<PAGE>

                                                                          Part A

                  effective USW labor agreements) travel and lodging incurred by
                  USW employees attending a vendor-provided training course.

          40.24.7 ATTI will be responsible for payment of WPUC approved
                  charges incurred in the maintenance and/or repair as requested
                  by ATTI for ATTI's virtually collocated equipment. Any
                  activity for which there is no currently applicable WPUC
                  approved rate shall be developed by USW and subject to
                  acceptance by ATTI.

      40.25 COLLOCATION TERMS AND CONDITIONS - CAGED PHYSICAL COLLOCATION

          40.25.1 USW shall provide Caged Physical Collocation to ATTI for
                  interconnection or access to UNEs and/or terminating EAS/Local
                  traffic, except that USW may provide for Cageless Physical or
                  Virtual Collocation if USW demonstrates in accordance with the
                  FCC Order to the Commission that Caged Physical Collocation is
                  not practical for technical reasons such as space limitations,
                  as provided in Section 251 (c)(6) of the Act. ATTI shall have
                  the right to select technically feasible alternatives, such as
                  Cageless Collocation, in lieu of Caged Collocation even where
                  Caged Collocation is available if ATTI so desires. USW shall
                  provide basic telephone service with a connection jack at the
                  request of ATTI for the Physical or Cageless Physical
                  Collocated space. Upon ATTI's request, this service shall be
                  available per standard USW business service provisioning
                  processes.

          40.25.2 Caged Physical Collocation is offered in Wire Centers on a
                  space-available, first come, first-served basis.

             40.25.2.1. The maximum standard leasable amount of floor space
                        for Caged Physical Collocation is 400 square feet.
                        Requests greater than 400 square feet will be considered
                        by USW on an individual case basis. ATTI must
                        efficiently use the leased space; meaning that no more
                        than 50% of the floor space may be used for storage
                        cabinets and work surfaces

          40.25.3 ATTI's leased floor space will be separated from other
                  Co-Providers and USW space through a cage enclosure unless the
                  space is provided under a Shared Space Collocation arrangement
                  in which case there will not be any cage delineation. USW or
                  another sub-contractor selected by ATTI from the USW list of
                  approved subcontractors will construct the cage enclosure. All
                  ATTI equipment placed will meet NEBS safety standards, to the
                  extent USW equipment meets such standards, and will be
                  installed in accordance with USW Technical Publication 77350,
                  to the extent that such Publication is reasonably available to
                  ATTI and its vendors, and will comply with any local, state,
                  or federal regulatory and safety requirements in effect at the
                  time of equipment installation or that subsequently become
                  effective.

          40.25.4 USW will designate and design the floor space within each
                  Wire Center, which will constitute ATTI's leased space.

          40.25.5 When USW constructs the Caged Physical space, USW will
                  ensure that the necessary construction work (racking, ducting,
                  caging, grounding, terminations, environmental designs, AC and
                  DC power, etc.) is performed to build ATTI's leased physical
                  space and the riser from the vault to the leased physical
                  space, pursuant to Technical Publication 77350.


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                                                                          Part A

          40.25.6 ATTI owns and is responsible for the installation,
                  maintenance and repair of its telecommunications equipment
                  located within the physically collocated space rented from
                  USW.

          40.25.7 Shared Space Caged Physical Collocation is covered in
                  subsequent Sections of this Agreement.

          40.25.8 For Collocation entrance facilities, USW will extend
                  USW-provided and owned fiber optic cable from the POI to
                  ATTI's leased physical space. ATTI will procure, install and
                  maintain all fiber optic facilities up to the POI.

          40.25.9 Upon completion of the construction of the collocation
                  project, USW will work cooperatively with ATTI in matters of
                  joint testing and maintenance.

         40.25.10 If, during installation, USW reasonably determines ATTI
                  activities or equipment do not comply with the NEBS safety
                  standards listed in this Section with which USW equipment
                  complies or are otherwise unsafe, or are in violation of any
                  applicable safety laws or regulations with which USW equipment
                  complies, USW has the right, if ATTI refuses to perform
                  necessary corrective work after notice to ATTI, to stop
                  affected Collocation work until the situation is remedied. If
                  such conditions pose an immediate threat to the safety of USW
                  employees, interfere with the performance of USW's service
                  obligations, or pose an immediate threat to the physical
                  integrity of the conduit system, cable facilities or other
                  equipment in the Wire Center, USW may perform such work and/or
                  take action as is reasonably necessary to correct the
                  condition at ATTI's reasonable expense

         40.25.11 If, at any time, USW reasonably determines that the
                  equipment or the installation does not reasonably meet
                  technical standard safety requirements which USW's equipment
                  does meet, ATTI will be responsible for the costs associated
                  with the removal, modification to, or installation of the
                  equipment to bring it into compliance. If ATTI fails to take
                  appropriate action to correct any non-compliance within
                  fifteen (15) calendar days of written notice of noncompliance,
                  USW may have the equipment removed or the condition corrected
                  at ATTI's expense.

      40.26 COLLOCATION TERMS AND CONDITIONS - CAGELESS PHYSICAL COLLOCATION

          40.26.1 ATTI owns and is responsible for the installation,
                  maintenance and repair of its telecommunications bays and
                  equipment located within the space leased from USW. ATTI may
                  access its own Collocated equipment.

          40.26.2 Requests for multiple bay space will be provided in adjacent
                  bays where possible. When contiguous space is not available,
                  bays may be commingled with other Co-Providers' equipment
                  bays. ATTI may request a price quote for reasonable costs to
                  rearrange USW equipment to provide ATTI with adjacent space.
                  Such price quote will be provided within twenty-five (25)
                  calendar days.

          40.26.3 All equipment placed will be subject to reasonable audits
                  conducted by USW on an as needed basis. USW agrees that all
                  audits shall be conducted in a responsible manner so as not to
                  impair any service capabilities of ATTI. These audits will
                  determine whether the equipment meets the standards required
                  by this Agreement. ATTI will be notified of the results of
                  this audit and shall, take action to rectify all
                  non-conformities within thirty (30) calendar days of


                                                                              39
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                  notification. If ATTI has not taken action to rectify
                  non-conformities within a reasonable time, all non-conforming
                  items remaining may be rectified by USW and the cost assessed
                  to ATTI.

          40.26.4 Subject only to technical feasibility and the permissible
                  security parameters, USW will allow ATTI to collocate in any
                  unused space in USW's premises, without requiring the
                  construction of a room, cage, or similar structure, and
                  without requiring the creation of separate entrance to ATTI's
                  Collocation space. ATTI will receive direct access to its
                  equipment. When space is legitimately exhausted in a
                  particular USW premises, USW will permit Collocation in
                  accordance with Section 2.1.7.

      40.27 RATE ELEMENTS - ALL COLLOCATION

          40.27.1 USW will recover WPUC approved Collocation costs through
                  both recurring and nonrecurring charges. The charges are
                  determined by the scope of work to be performed based on the
                  information provided by ATTI on the Collocation Order Form. If
                  USW determines space is available, a quote will then be
                  developed within twenty-five (25) calendar days by USW for the
                  work to be performed. All costs will be those costs and cost
                  elements approved by the WPUC, in either the ATTI Contract or,
                  to the extent applicable, interconnection arbitration or
                  generic cost dockets,. To the extent that a rate element or
                  rate is modified or not allowed under current WPUC rulings or
                  in any WPUC Cost Order, the WPUC's determination will govern.
                  All charges to ATTI shall be for those reasonable pro rata
                  marginal costs directly attributable to ATTI and shall not
                  include costs for (1) expenses for the benefit of USW or
                  required to be incurred by USW in maintaining its network in
                  accordance with reasonable industry standards and (2) expenses
                  for the benefit of other Collocation parties. Any cost for
                  which there is no currently applicable WPUC approved rate
                  shall be developed by USW and subject to acceptance by ATTI.

          40.27.2 The following elements as specified in Exhibit 1 to the ATTI
                  Contract are used to develop a price quotation in support of
                  Collocation.

          40.27.3 Quote Preparation Fee. A non-refundable charge for the work
                  required to verify space and develop a price quote for the
                  total costs to ATTI for its Collocation request. The QPF is
                  not credited against the total nonrecurring charges of the job
                  and recovers the engineering and processing costs of the
                  order.

          40.27.4 Collocation Entrance Facility Charge. Depending on the
                  number of Entrance Facilities requested (single or dual) the
                  Entrance Facility charge is applied per fiber pair. To the
                  extent ATTI chooses to deliver fiber through an entrance
                  facility, at each entrance ATTI will deliver a minimum 12
                  strand fiber cable to the POI. The facilities from the POI to
                  the collocated equipment are owned, provided, engineered,
                  installed and maintained by USW. The Collocation Entrance
                  Facility includes riser, racking, fiber placement, splicing,
                  entrance closure, conduit/innerduct, and core drilling.

          40.27.5 Cable Splicing Charge. Represents the labor and equipment to
                  perform a subsequent splice to ATTI provided fiber optic cable
                  after the initial installation splice. Includes per-setup and
                  per-fiber-spliced rate elements.

          40.27.6 -48 Volt DC Power Charge. Provides -48 volt DC power to ATTI
                  collocated equipment. Charged on a per ampere capacity
                  specification.


                                                                              40
<PAGE>

                                                                          Part A

          40.27.7 -48 Volt DC Power Cable Charge. 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 (A and B feeds) from the
                  local power distribution bay to the leased physical space (for
                  Cageless or Caged Physical Collocation) or to the collocated
                  equipment (for Virtual Collocation). Charged per A and B
                  feeder, per foot.

          40.27.8 Inspector Labor Charge. Provides for USW qualified
                  personnel, acting as an inspector, when ATTI requires access
                  to the POI after the initial installation. A call-out of an
                  inspector after business hours is subject to a minimum charge
                  of three (3) hours. The minimum call-out charge shall apply
                  when no other employee is present in the location, and an
                  'off-shift' USW employee (or contract employee) is required to
                  go "on-shin" on behalf of ATTI.

          40.27.9 Channel Regeneration Charge. Required when the distance from
                  the leased physical space (for Caged Physical Collocation,
                  Cageless Physical Collocation), or Adjacent Collocation, or
                  from the collocated equipment (for Virtual Collocation) to the
                  USW network is of sufficient length to require regeneration.
                  The cost associated with regeneration will be billed to the
                  extent permitted by WPUC rules.

         40.27.10 Cross-Connect Terminations

         40.27.11 If USW provides the equipment cable for ATTI, terminations
                  of that cable, including hardware and installation will be
                  provided in the following increments:

                        DS0 and analog lines- In blocks of 100 terminations.
                        DS1 - In increments of 28 terminations
                        D53 - In increments of 1 coax pair
                        OCn Level Terminations - In increments of 1 fiber pair

                  These elements include USW provided equipment cables,
                  terminating blocks, installation labor and associated racking
                  required between ATTI collocated equipment and the
                  cross-connect device where the terminations appear.

         40.27.12 If ATTI elects to provide the equipment cable, rates are
                  applied on a per termination basis for DS0 and analog lines,
                  DS1, DS3s and Ocn as shown below:

                        DS0 and analog lines Per Termination
                        DS1 Per Termination
                        DS3 Per Termination
                        OCn Level Per Termination

                  These elements include USW provided termination blocks,
                  installation labor and associated racking between ATTI
                  collocated equipment and the cross-connect device where the
                  terminations appear.

         40.27.13 Collocation Cable Racking. An WPUC approved charge for
                  cable racking required for placement of ATTI's supplied
                  equipment cables from its equipment to the appropriate
                  cross-connect device which is provided in conjunction with the
                  DS0 and analog lines, DSI, D53 and OCn terminations. Cable
                  Racking is assessed on a per foot charge based on number of
                  cable pairs terminated at the various cross-connect devices.


                                                                              41
<PAGE>

                                                                          Part A

         40.27.14 Collocation Grounding Charge. A WPUC approved charge
                  associated with providing grounding for ATTI's cage enclosure
                  and equipment. Recurring and nonrecurring charges are assessed
                  per foot to ATTI's cage enclosure or common space where
                  required.

         40.27.15 Heating and Air Conditioning Charge. Environmental
                  temperature control required for proper operation of
                  electronic telecommunications equipment.

         40.27.16 Security Charge. The keys/card readers and video cameras as
                  may be required for ATTI access to the USW Wire Center for the
                  purpose of Collocation. Flat rate charges are assessed per
                  ATTI representative, per each USW Wire Center to which access
                  is required. If escort is required additional charges will
                  apply.

      40.28 RATE ELEMENTS - VIRTUAL COLLOCATION

          40.28.1 The following rate elements apply uniquely to Virtual
                  Collocation.

          40.28.2 Maintenance Labor. Provides for the labor necessary for
                  repair of out of service and/or service-affecting conditions
                  and preventative maintenance of ATTI virtually collocated
                  equipment. ATTI is responsible for ordering and delivering
                  maintenance spares. USW will perform maintenance and/or repair
                  work at ATTI's request upon receipt of the replacement
                  maintenance spare and/or equipment from ATTI. A call-out of a
                  maintenance technician where requested by ATTI after business
                  hours is subject to a minimum charge of three (3) hours.

          40.28.3 Training Labor. Provides for the billing of vendor-provided
                  training for USW personnel on a metropolitan service area
                  basis, necessary for ATTI virtually collocated equipment, that
                  is different from USW provided equipment. USW will require a
                  reasonably adequate number of USW employees to be trained per
                  metropolitan service area in which ATTI virtually collocated
                  equipment is located. If trained employees are relocated,
                  retired, or are no longer available, USW will not require ATTI
                  to provide training for additional USW employees for the same
                  virtually collocated equipment in the same metropolitan area.

          40.28.4 Equipment Bay. Provides mounting space for ATTI virtually
                  collocated equipment. Each bay includes the 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 WPUC approved monthly rate is applied per shelf.

          40.28.5 Engineering Labor. Provides the planning and engineering of
                  ATTI virtually collocated equipment at the time of
                  installation, change or removal.

          40.28.6 Installation Labor. Provides for the installation, change or
                  removal of ATTI virtually collocated equipment in consultation
                  with ATTI.

      40.29 RATE ELEMENTS - CAGED PHYSICAL COLLOCATION

          40.29.1 Cage Enclosure. The Cage Enclosure element includes the
                  material and labor to construct the enclosure. ATTI may choose
                  from USW approved contractors to construct the cage, in
                  accordance with USW's installation Technical Publication
                  77350. It includes a nine foot cage enclosure available in
                  increments of 100, 200, 300 or 400 square feet, air
                  conditioning (to support


                                                                              42
<PAGE>

                                                                          Part A

                  ATTI loads specified), lighting (not to exceed 2 watts per
                  square foot), and convenience outlets (3 per cage or number
                  required by building code). Pricing for the Cage Enclosure
                  will be provided on an individual basis due to the uniqueness
                  of ATTI's requirements central office structure and
                  arrangements.

          40.29.2 Floor Space Lease. Provides the monthly lease for the leased
                  physical space, property taxes and base operating cost without
                  -48 volt DC power. Includes convenience 110 AC, 15 amp
                  electrical outlets provided in accordance with local codes and
                  may not be used to power telecommunications equipment or -48
                  volt DC power generating equipment. Also includes maintenance
                  for the leased space; provides for the preventative
                  maintenance (climate controls, filters, fire and life systems
                  and alarms, mechanical systems, standard HVAC); biweekly
                  housekeeping services (sweeping, spot cleaning, trash removal)
                  of USW Wire Center areas surrounding the leased physical space
                  and general repair and maintenance. The Floor Space Lease
                  includes required aisle space on each side of the cage
                  enclosure as applicable.

          40.29.3 AC Power Charge- Standard AC outlet used by ATTI for the
                  purpose of powering test equipment, tools etc.

          40.29.4 Grounding Charge- Used to connect the Wire Center common
                  ground to ATTI's equipment.

      40.30 RATE ELEMENTS - CAGELESS PHYSICAL COLLOCATION

          40.30.1 The supporting structure and rate elements for Cageless
                  Physical Collocation are the same as Caged Physical
                  Collocation, excluding the nonrecurring cage enclosure and
                  grounding charge and any other costs reasonably avoided as a
                  result of USW not constructing a cage and ATTI occupying a
                  smaller space. The minimum square footage is 9 square feet per
                  bay. AC power outlet will be provided to every other bay in
                  the lineup. In those instances where single bays are requested
                  and placed the single bay will have its own AC outlet.

      40.31 RATE CALCULATION -- SHARED SPACE AND CAGELESS COLLOCATION

          40.31.1 USW will pro-rate charges for site conditioning and
                  preparation, by determining the total charge for site
                  preparation and allocating the charge to a collocating carrier
                  based on the percentage of the total space utilized by that
                  carrier. ATTI will be charged only those costs directly
                  attributable to ATTI.

      40.32 RATE ELEMENTS - ICDF COLLOCATION

          40.32.1 The nonrecurring rates for this optional cross-connect
                  device recover USW's investment (including engineering and
                  installation) for all DSO, analog lines, DS1 and DS3
                  terminations, including tie cables appropriate cross-connect
                  device terminations, and terminations on the applicable USW
                  frame.

          40.32.2 The recurring rate element for this optional cross-connect
                  device recovers USW's expense for the maintenance and
                  administration for all DSO, analog lines, DS1 and DS3
                  terminations, including tie cables, appropriate cross-connect
                  device terminations, and termination on the applicable USW
                  frame.

      40.33 ORDERING - VIRTUAL COLLOCATION


                                                                              43
<PAGE>

                                                                          Part A

          40.33.1 Upon receipt of a Collocation Order Form and QPF, USW will
                  perform a feasibility study to determine if adequate space can
                  be found for the placement of ATTI's equipment within the Wire
                  Center. The feasibility study will be completed within ten
                  (10) calendar days of receipt of the QPF. If space is
                  available, USW will develop a price quotation within
                  twenty-five (25) calendar days of completion of the
                  feasibility study. Subsequent requests to augment an existing
                  Collocation also require receipt of a Change Order Form and
                  QPF. Adding plug-ins, e.g., DS1 or DS3 cards to existing
                  Virtually Collocated equipment will be processed with a
                  shorter interval

          40.33.2 Virtual Collocation price quotes will be honored for thirty
                  (30) calendar days from the date the quote is provided to
                  ATTI. During this period the Collocation entrance facility and
                  space is reserved pending ATTI's approval of the quoted
                  charges. If ATTI agrees to terms as stated in the Collocation
                  Price Quote, ATTI must respond within 30 calendar days with a
                  signed quote, a down payment check for 50% of the quoted
                  charges and proof of insurance. Under normal conditions, USW
                  will complete the installation within ninety (90) calendar
                  days from receipt of ATTI's equipment provided that space and
                  power is available. Any portions that cannot be completed
                  within ninety (90) calendar days will be negotiated with ATTI
                  on an individual case basis. The installation of line cards
                  and other minor modifications shall be performed by USW on
                  shorter intervals and in no instance shall any such interval
                  exceed thirty (30) calendar days. Final Payment is due upon
                  completion of the work and acceptance by ATTI. Recurring
                  monthly charges for the Collocation commences upon completion
                  of the work and acceptance by ATTI.

      40.34. ORDERING - CAGED PHYSICAL COLLOCATION

          40.34.1 Upon receipt of a Collocation Order Form and QPF, USW will
                  perform a feasibility study to determine if adequate space can
                  be found for the placement of ATTI's equipment within the Wire
                  Center. The feasibility study will be provided within ten (10)
                  calendar days from date of receipt of the QPF. If Collocation
                  entrance facilities and office space are found to be
                  available, USW will develop a quote for the supporting
                  structure within twenty-five (25) calendar days of providing
                  the feasibility study. Caged Physical Collocation price quotes
                  will be honored for thirty (30) calendar days from the date
                  the quote is provided. Upon receipt of the signed quote, 50%
                  down and proof of insurance, space will be reserved and
                  construction of the Collocation space by USW will begin. The
                  cage will be available to ATTI for placement of its equipment
                  within ninety (90) calendar days of receipt of the 50% down
                  payment. Depending on specific Wire Center conditions, shorter
                  intervals may be available. USW agrees to notify ATTI as soon
                  as USW is aware that completion of the collocation space will
                  occur prior to the normal 90 day interval. Final payment is
                  due upon completion of work and acceptance by ATTI. Recurring
                  monthly charges for the Collocation commence upon the
                  completion of the Collocation and acceptance by ATTI.

          40.34.2 Due to variables in equipment availability and scope of the
                  work to be performed, additional time in special circumstances
                  may be required for implementation of the structure required
                  to support the Collocation request. Examples of structure that
                  may not be completed within ninety (90) calendar days may
                  include additional time for placement of a POI, DC power
                  upgrades and space reclamation required to meet ATTI's
                  Collocation request. Such variables when identified by U S
                  WEST will be disclosed to ATTI as soon as possible.


                                                                              44
<PAGE>

                                                                          Part A

      40.35 ORDERING - CAGELESS PHYSICAL COLLOCATION

          40.35.1 Upon receipt of a Collocation Order Form and QPF, USW will
                  perform a feasibility study to determine if adequate space can
                  be found for the placement of ATTI's equipment within the Wire
                  Center. The feasibility study will be provided within ten (10)
                  calendar days from date of receipt of the Collocation Order
                  Form and QPF. If Collocation entrance facilities and office
                  space are found to be available, USW will develop a quote for
                  supporting structure within twenty-five (25) calendar days of
                  providing the feasibility study. Cageless Physical Collocation
                  price quotes will be honored for thirty (30) calendar days
                  from the date the quote is provided. If ATTI agrees to terms
                  as stated in the Collocation Price Quote, ATTI must respond
                  within thirty (30) calendar days with a signed quote, a check
                  for 50% of the quoted charges and proof of insurance. Upon
                  receipt of the signed quote, 50% payment and proof of
                  insurance, construction by USW will begin. The cageless,
                  physical space including equipment bays provided by ATTI and
                  associated apparatus provided by USW, will be available to
                  ATTI for placement of its equipment within ninety (90)
                  calendar days of receipt of the 50% down payment. Depending on
                  specific Wire Center conditions, shorter intervals may be
                  available. USW will identify for ATTI those Wire Centers where
                  such shorter intervals are available and provide an estimated
                  revised shorter interval. Final payment is due upon completion
                  of work and acceptance by ATTI. Recurring monthly charges for
                  the Collocation commence upon the completion of the
                  Collocation.

          40.35.2 Due to variables in equipment availability and scope of the
                  work to be performed, additional time may be required for
                  implementation of the structures required to support the
                  Collocation request. Examples of structure that may not be
                  completed within ninety (90) calendar days may include
                  additional time for placement of a POI, DC power upgrades and
                  space reclamation required to meet ATTI's Collocation request.
                  Such variables will be immediately identified by U S WEST for
                  ATTI as soon as possible and no later than ten (10) days after
                  completion of the feasibility study.

      40.36 ORDERING - ICDF COLLOCATION

          40.36.1 Upon receipt of a Collocation Order Form, and to the extent
                  ATTI in its sole discretion exercises the option to use ICDF
                  Collocation, USW will verify if ICDF capacity is available at
                  the requested Wire Center. Verification of cross-connection
                  capacity will be completed within ten (10) calendar days. USW
                  will develop a cost quotation for the requested Collocation
                  within twenty-five (25) calendar days from verification. In
                  those Wire Centers where ICDFs have not been previously
                  placed, USW will make ICDFs available within ninety (90)
                  calendar days of verification. USW provides a web site
                  indicating those Wire Centers where collocation space is not
                  available.

          40.36.2 Within thirty (30) calendar days of USW providing the
                  quotation, ATTI will accept or reject the quotation.
                  Acceptance shall require payment to USW of fifty percent of
                  the nonrecurring and construction charges provided on the
                  quotation.

          40.36.3 As part of the ordering process, ATTI will provide at a
                  minimum a reasonable eighteen month forecast for each Wire
                  Center in which it intends to utilize the appropriate
                  cross-connect device. Included in this forecast will be
                  reasonable


                                                                              45
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                                                                          Part A

                  estimates of the termination type (DS0 and analog lines, DS1,
                  DS3) and the quantity of each termination required.
                  Appropriate cross-connect device terminations must be ordered
                  in multiples of the following quantities:

                        100 DS0 and analog line terminations
                        28 DS1 terminations
                        1 DS3 termination

      40.37 ORDERING - ALL COLLOCATION

          40.37.1 Any changes, modifications or additional engineering
                  requested by ATTI, subsequent to its initial order, as to the
                  type and quantity of equipment or other aspects of the
                  original Collocation request, must be submitted with a
                  Collocation Change Form. Such requests will not cause the
                  original Collocation job to vary from the committed ready for
                  service date. USW will respond within a reasonable time after
                  receipt of such request and identify any reason why ATTI's
                  Collocation will be delayed and, if so, for how long. A
                  subsequent collocation change form and QPF will only be
                  required for major changes, as agreed by the parties. Disputes
                  as to whether a change is "major" shall be resolved as
                  described in the Dispute Resolution section of this agreement.
                  In the event of a dispute, USW shall proceed to process the
                  request upon receipt of the requested collocation change form
                  and QPF, subject to true up and reimbursement back to ATTI
                  upon resolution of the dispute.

          40.37.2 Intervals for Collocation from request date to turnover date
                  shall be a maximum anywhere from 147 -- 177 calendar days from
                  the request date (see section 40.46), depending upon when USW
                  receives ATTI's approval of the quote. USIA' will permit a
                  reasonable number of site visits during construction of a
                  Collocation site at the request of ATTI.

          40.37.3 A request by ATTI to cross connect with another collocated
                  provider, with or without using ICDF Collocation, will be
                  considered a new Collocation request and will result in the
                  application of a specific "cage to cage cross connect" QPF.
                  Until the cost is developed for this specific QPF, the cost
                  will be determined on an ICB basis. In the event ATTI requests
                  cross connection with another collocated provider without
                  using ICDF Collocation, USW shall verify capacity on, and
                  identify, a route for the cross connection facilities within
                  seven (7) days of ATTI's request. USW shall then allow ATTI
                  thirty (30) days to construct the cross connection facilities
                  necessary for the cross connection or, upon ATTI's request,
                  USW shall provide a quote for, and complete construction of,
                  such facilities within the timeframes established for ICDF
                  Collocation.

          40.37.4 Upon ATTI's request for cross connection with another
                  collocated provider, USW may not withhold reasonably available
                  cable racking or a reasonable route for the cross connection
                  facilities required. If USW informs ATTI that a reasonable
                  route or cable racking does not exist to accommodate ATTI's
                  request, ATTI will have the rights conferred on it in this
                  Agreement and by law relating to the verification of space
                  exhaustion.

      40.38 BILLING - ALL COLLOCATION

          40.38.1 Upon completion of the Collocation construction activities
                  and payment of the WPUC approved remaining nonrecurring
                  balance, USW will provide ATTI a


                                                                              46
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                                                                          Part A

                  completion package that will initiate the recurring
                  Collocation charges. USW will begin billing the WPUC approved
                  monthly recurring charges stated in the quote and completion
                  package.

          40.38.2 In the event USW has completed all associated construction
                  activities and ATTI has not completed its associated
                  activities (e.g., delivering fiber to the POI, providing tie
                  cables for connecting to the distribution frames, etc.), USW
                  will begin billing for all monthly Collocation charges. When
                  ATTI is ready to complete its activities, final test and
                  turn-up will be performed under the maintenance and repair
                  process contained herein.

      40.39 BILLING - VIRTUAL COLLOCATION

          40.39.1 Virtual Collocation will be considered complete when the POI
                  has been constructed, the shared fiber Collocation entrance
                  facility has been provisioned, and the collocated equipment
                  has been installed. Cooperative testing between ATTI and USW
                  may be negotiated and performed to ensure continuity and
                  acceptable transmission parameters in the facility and
                  equipment. Any additional joint testing can be provided by
                  agreement of the parties under rates and terms specified in
                  this Agreement.

      40.40 BILLING - CAGED AND CAGELESS PHYSICAL COLLOCATION

          40.40.1 Upon completion of USW construction activities and ATTI
                  payment of the remainder of the WPUC approved nonrecurring
                  charges, USW will allow ATTI full and complete access to the
                  Collocation space. USW will activate monthly billing for the
                  leased space and turn over access to the space with all
                  security and access privileges. ATTI will sign off on the
                  completion of the physical space via the Caged or Cageless
                  Physical Collocation completion package. ATTI may then proceed
                  with the installation of its equipment in the Collocation
                  space. Such installation may commence earlier, upon payment of
                  the balance of the non-recurring charges and commencement of
                  the floor space rental and prior to final completion of the
                  space, if consistent with applicable safety standards and
                  reasonable industry practice. Once ATTI's equipment has been
                  installed and cable is provided for ATTI's equipment
                  terminations, USW will complete all remaining work activities.

      40.41 MAINTENANCE AND REPAIR

          40.41.1 Virtual Collocation

              40.41.1.1 Maintenance Labor, Inspector Labor, Engineering
                        Labor and Equipment Labor business hours are considered
                        to be Monday through Friday, 8:00am to 5:00pm (local
                        time) and after business hours are after 5:00pm and
                        before 8:00am (local time), Monday through Friday, all
                        day Saturday, Sunday and holidays.

              40.41.1.2 Installation and maintenance of ATTI's virtually
                        collocated equipment will be performed by USW or a USW
                        authorized vendor.

              40.41.1.3 Upon failure of ATTI's virtually collocated
                        equipment, ATTI is responsible for transportation and
                        delivery of maintenance spares to USW at the Wire Center
                        housing the failed equipment. ATTI is responsible for
                        purchasing and maintaining a supply of spares.


                                                                              47
<PAGE>

                                                                          Part A

      40.42 Caged Physical Collocation

          40.42.1 ATTI is solely responsible for the maintenance and repair of
                  its equipment located within ATTI's caged space. If two or
                  more Co-Providers agree to a Shared Space Caged Physical
                  Collocation arrangement, such collocators are solely
                  responsible for any and all maintenance, security and repair
                  arrangements necessitated by such sharing. USW assumes no
                  liability for any damages relating to Shared Space Caged
                  Physical Collocation or related personnel disputes among the
                  parties to those arrangements.

      40.43 Cageless Physical Collocation

          40.43.1 ATTI is solely responsible for the maintenance and repair of
                  its equipment located within ATTI's cageless physical space.

      40.44 ICDF Collocation

          40.44.1 To the extent that ATTI chooses to utilize ICDF Collocation,
                  ATTI is responsible for block and jumper maintenance at the
                  appropriate cross-connect device and using correct procedures
                  to dress and terminate jumpers on the appropriate
                  cross-connect device, including using fanning strips,
                  retaining rings, and having jumper wire on hand, as needed.
                  Additionally, ATTI is required to provide its own tools for
                  such operations. In the event of a dispute, the Dispute
                  Resolution section of this agreement will be available to
                  either Party.

      40.45 DISPUTE RESOLUTION

          40.45.1 Not withstanding any provisions in this document or the
                  Interconnection Agreement to the contrary, the Parties hereby
                  agree that, in a dispute that relates to the timeliness of
                  USW's processing or provisioning of a request or order for
                  Collocation made by ATTI, either Party may immediately request
                  resolution using the dispute resolution section of this
                  agreement. In the event the Parties disagree on a price quote,
                  or USW's entitlement to impose such costs, USW will agree,
                  upon payment by ATTI of the quoted price, to proceed to
                  process the interconnection under this section while disputed
                  charges are referred for dispute resolution as stated herein.
                  The Parties further agree that all cost disputes may be
                  resolved through the dispute resolution section of this
                  agreement and that final decisions of the WPUC in cost docket
                  or other proceedings will govern the final determination of
                  all cost issues, including the "true-up" of costs already
                  billed and collected.


                                                                              48
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                                                                          Part A

      40.46 CAGED AND CAGELESS COLLOCATION INTERVALS

            Executed Schedule of Collocation Establishment         Calendar Days

      (1)   Receipt of Collocation Application Form and                 Day 1
            Co-provider Information Form from the CLEC with
            Interim Collocation Agreement

      (2)   Feasibility Phase include determination                     Day 10
            of the type of Collocation required and space
            availability.

      (3)   Quote Phase includes providing dollar                       Day 35
            quotes for the type of Collocation facilities
            provided.

      (4)   Approval Phase allows for ATI to                         Day 36 - 65
            review and approve the Quote.

      (5)   Engineering and Installation Phase                     Ninety (90)
                                                                   days after
                                                                   receipt of
                                                                   ATTI's
                                                                   approval and
                                                                   receipt of
                                                                   50% down
                                                                   payment.

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.

                  (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 INP to permanent number


                                                                              49
<PAGE>

                                                                          Part A

                        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 ATTI
                        and its Customer, and restrict or cancel calling cards
                        associated with these forwarded numbers as directed by
                        ATTI. Further, U S WEST will not block third party and
                        collect calls to those numbers unless requested by ATTI.

                  (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 NXX 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
                        NXX 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 ATTI or
                        by ATTI to U S WEST.

                  (b)   INP applies to those situations where an end-user
                        Customer elects to change service providers, and such
                        Customer 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 INP-Remote Call Forwarding
                        ("INP-RCF") permitting a call to a U S WEST assigned
                        telephone number to be translated to ATTI's dialable
                        local number. ATTI may terminate the call as desired.
                        Additional capacity for simultaneous call forwarding is
                        available where technically feasible on a per path
                        basis. ATTI 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 ATTI 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 ATTI 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
                        ATTI. The prefixed dialed number is transmitted to the


                                                                              50
<PAGE>

                                                                          Part A

                        U S WEST tandem switch to which ATTI 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 ATTI's switch
                        so the routing of the call can be completed by ATTI.

                        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 ATTI
                              switch to which the number has been ported. The
                              U S WEST switch shall send the originally dialed
                              number to the ATTI switch without a prefix.

                        ii.   U S WEST shall provide RI-PH or DN-RI on an
                              individual telephone number basis, as designated
                              by ATTI. Where technically feasible, calls to
                              ported numbers are first directed to the ATTI
                              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
                              ATTI's option, be the same as those used for
                              exchange of other local traffic with U S WEST. At
                              ATTI'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 ATTI
                              only to ATTI'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 ATTI 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 the Effective Date
                              of this Agreement, U S WEST shall provide ATTI a
                              list of those features that are not available for
                              INP telephone numbers due to technical
                              limitations.

            42.1.3 Ordering and Maintenance


                                                                              51
<PAGE>

                                                                          Part A

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

                  (b)   U S WEST shall exchange with ATTI 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 Party's designated INP switch must return answer
                        and disconnect supervision to the other Party's switch.

                  (d)   U S WEST shall disclose to ATTI 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, ATTI shall have the right to use the existing
                        U S WEST 911 infrastructure for all 911 capabilities.
                        When RCF is used for ATTI subscribers, both the ported
                        numbers and shadow numbers shall be stored in the ALI
                        databases. ATTI 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 setup
                  time and post-dial delay, and ATTI 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.


                                                                              52
<PAGE>

                                                                          Part A

           42.2.7 Prior to implementation of PNP, the Parties agree to develop,
                  implement, and maintain efficient methods to maintain 911
                  database integrity 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
                  ATTI 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 of the Effective Date of this Agreement.

           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.

           42.2.10 Both ATTI 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.

          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.


                                                                              53
<PAGE>

                                                                          Part A

          42.2.13 U S WEST shall furnish ATTI with the first six (6) digits of
                  the originating address when it supplies ATTI 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-1" 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 ATTI is unable to perform its own query due to abnormal
                  conditions. ATTI 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 ATTI 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 ATTI 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 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


                                                                              54
<PAGE>

                                                                          Part A

                  triggers. In addition, ATTI 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.

           42.3.3 Testing

                  U S WEST and ATTI shall cooperate in conducting ATTI's testing
                  to ensure interconnectivity between systems. U S WEST shall
                  inform ATTI of any system updates that may affect the ATTI
                  network and U S WEST shall, at ATTI'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 ATTI 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

                  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 ATTI 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 ATTI.

                        ii.   U S WEST shall allow ATTI to order provisioning of
                              Telephone Line Number (TLN) calling cards and
                              Billed Number Screening (BNS), in its LIDB, for
                              ported numbers, as specified by ATTI, U S WEST
                              shall continue to allow ATTI 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


                                                                              55
<PAGE>

                                                                          Part A

                              ported numbers as specified by ATTI 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.

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. This Agreement does not impact either Party's ability
            to default intraLATA toll via a specific dialing pattern until
            otherwise required by the Act or the Commission.

      43.2  U S WEST shall ensure that all ATTI 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 ATTI Customer is
            not required to dial any greater number of digits than a
            similarly-situated U S WEST Customer; and (b) the ATTI 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

      The publication of directories, Directory Listings, directory databases
      and associated related services shall be governed by the terms and
      conditions contained within Docket No. UT-941464 & UT-94146. To the extent
      not inconsistent therewith, the following Section 44 shall apply.(19)

      44.1  Directory Listings General Requirements

           44.1.1 This Section 44 pertains to Directory Listings requirements
                  for the appearance of ATTI end user Directory Listings in
                  directory assistance service or directory product.

----------
(19) Per AT&T Order at page 32, Issues 66-67.


                                                                              56
<PAGE>

                                                                          Part A

           44.1.2 U S WEST shall include in its master Directory Listing
                  database all list information for ATTI Customers.

           44.1.3 U S WEST shall not sell or license, nor allow any third
                  party, the use of ATTI Customer Listings without the prior
                  written consent of ATTI. 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 ATTI 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.

           44.1.5 Each ATTI Customer Primary Listing shall be provided, at no
                  charge, the same white page listings that U S WEST provides
                  its Customers.

           44.1.6 Each ATTI business Customer Primary Listing shall be
                  provided, at no charge, the same yellow page classified
                  courtesy Listings that U S WEST provides its Customers.

           44.1.7 U S WEST shall also ensure that its directory publisher
                  publishes all types of Listings for ATTI Customers that are
                  available to U S WEST Customers under the same terms, and
                  conditions, including but not limited to:

                  (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 ATTI end user Listings properly identified by ATTI as Local,
                  State, 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 ATTI.

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

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

          44.1.11 U S WEST is responsible for maintaining Listings, including
                  entering, changing, correcting, rearranging and removing
                  listings in accordance with ATTI 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 (Deleted per Arbitrator's Recommendations.)(20)

----------
(20) Per AT&T Recommendations at page 10, Issue 135.


                                                                              57
<PAGE>

                                                                          Part A

          44.1.13 U S WEST will permit ATTI Customers to place orders for
                  Premium Listings and privacy listings. ATTI 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 ATTI 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 ATTI Customers at parity with
                  U S WEST end users, including providing directories, a) upon
                  establishment of new service; b) during annual mass
                  distribution; and c) upon Customer request.

          44.1.15 At no charge, U S WEST shall ensure that its directory
                  publisher prominently indicates on each directory cover that
                  the directory includes the Listings of all Customers without
                  regard to which company serves them.(21)

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

      44.2  Scope

           44.2.1 ATTI grants U S WEST a non-exclusive license to incorporate
                  Listings information into its Directory Assistance database.
                  ATTI 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. ATTI 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 Service --
                        Prior authorization required from ATTI for all other
                        uses. ATTI makes its own, separate agreements with U S
                        WEST, third Parties and directory publishers for all
                        uses of its Listings beyond DA. 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 ATTI's
                        authorization. Listings shall not be provided or sold in
                        such a manner as to segregate end users by carrier.

----------
(21) Per AT&T Recommendations at page 10, Issue 135. Modified per AT&T Approval
at page 5, paragraph 6 and page 13, paragraph D.


                                                                              58
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                                                                          Part A

                  c.    U S WEST shall be entitled to retain all revenue
                        associated with any sales pursuant to subparagraphs (a)
                        and (b) above.(22)

           44.2.2 To the extent that state tariffs limit U S WEST's liability
                  with regard to Listings, the applicable state tariff(s) is
                  incorporated herein and supersedes Section 19, "Limitation of
                  Liability", of this Agreement with respect to Listings only.
                  Nothing contained in this section shall limit either Party's
                  liability to the other for willful or intentional misconduct,
                  including gross negligence.(23)

      44.3  U S WEST will take reasonable steps in accordance with industry
            practices to accommodate non-published and non-listed Listings
            provided that ATTI has supplied U S WEST the necessary privacy
            indicators on such Listings.

      44.4  ATTI Responsibilities

           44.4.1 ATTI 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 ATTI 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 ATTI represents the end user information provided to U S WEST
                  is accurate and correct. ATTI 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 ATTI is responsible for dealings with and on behalf of ATTI'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.

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

45.   Directories

      The publication of directories, Directory Listings, directory databases
      and associated related services shall be governed by the terms and
      conditions contained within Docket No. UT-941464 & UT-94146.(24)

----------
(22) Per AT&T Recommendations at page 11, Issue 62.
(23) Per AT&T Recommendations at page 12, Issue 63.
(24) Per AT&T Order at page 32, Issues 66-67.


                                                                              59
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                                                                          Part A

46.   U S WEST Dex Issues

      U S WEST and ATTI 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 ATTI and
      directory publishers, including U S WEST Dex. U S WEST acknowledges that
      ATTI may request U S WEST to facilitate discussions between ATTI and U S
      WEST Dex.

47.   Access to Poles, Ducts, Conduits, and Rights of Way

      47.1  U S WEST shall provide ATTI equal and non-discriminatory access to
            poles, space, ducts, conduit, entrance facilities, 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 ATTI because of
            the potential needs of itself or of any other Person except a
            maintenance spare may be retained as described below. (25)

      47.2  U S WEST warrants that it will provide to ATTI nondiscriminatory
            access to poles, pole attachments, ducts, inner ducts, conduits,
            building entrance facilities, building entrance links, equipment
            rooms, remote terminals, cable vaults, telephone closets, building
            risers, ROW, and other pathways owned or controlled by U S WEST,
            using capacity currently available or that can be made available. U
            S WEST shall have the full burden of proving that such access is not
            technically feasible. To the extent U S WEST proves infeasibility, U
            S WEST shall be required to provide to ATTI alternative suitable
            access which will not impair ATTI's ability to provide its
            Telecommunications Services. Such alternative access shall be
            technically equivalent to the requested access and shall be subject
            to the same terms, conditions and price as the requested access.(26)

      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.

----------
(25) Per AT&T Order at pages 28-29, Issues 53-54.
(26) Per AT&T Order at page 29, Issue 55.


                                                                              60
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                                                                          Part A

      47.4  Requirements

           47.4.1 U S WEST shall make poles, ducts, conduits and ROW available
                  to ATTI upon receipt of a request for use within the time
                  periods provided in this Section, providing all information
                  necessary to implement such a 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
                  ATTI.

           47.4.2 Within ten (10) Business Days of ATTI'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 ATTI's consideration. U S WEST shall allow ATTI to perform
                  any environmental site investigations, including, but not
                  limited to, Phase I and Phase II environmental site
                  assessments, as ATTI may deem to be necessary.

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

           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 ATTI, to the
                  extent such agreement does not prohibit U S WEST from granting
                  such rights to ATTI. They shall be offered to ATTI on the same
                  terms as are offered to U S WEST. (27) U S WEST shall exercise
                  its eminent domain power and assist ATTI in obtaining licenses
                  when necessary to accommodate ATTI's request for access to
                  ROW. (28) If U S WEST exercises its eminent domain authority
                  on behalf of ATTI at ATTI's request, then ATTI shall reimburse
                  U S WEST for U S WEST's reasonable costs, if any, incurred as
                  a result of such exercise of its eminent domain authority.

           47.4.5 (Intentionally left blank for numbering consistency)

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

           47.4.7 U S WEST agrees to provide current detailed engineering and
                  other plant records and drawings for specific requests for
                  poles, ducts, conduits 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 ATTI's 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

----------
(27) Per AT&T Order at pages 29-30, Issue 56.
(28) Per AT&T Order at pages 29-30, Issue 56.


                                                                              61
<PAGE>

                                                                          Part A

                  and quality as that which is available to U S WEST's own
                  engineering and operations staff. U S WEST shall also allow
                  personnel designated by ATTI to jointly examine with U S WEST
                  personnel, at no cost to ATTI for such personnel, such
                  engineering records and drawings for a specific routing at U S
                  WEST Central Offices and U S WEST Engineering Offices upon ten
                  (10) days' written notice to U S WEST. U S WEST acknowledges
                  that the request for information and the subject matter
                  related to the request made under this Section shall be
                  treated as Proprietary Information.

           47.4.8 U S WEST shall provide to ATTI a Single Point of Contact for
                  negotiating all structure lease and ROW Agreements.

           47.4.9 U S WEST shall provide information regarding the availability
                  and condition of poles, ducts, conduits and ROW within five
                  (5) business days of ATTI' s request if the information then
                  exists in U S WEST's records (a records based answer) and
                  within twenty (20) Business Days of ATTI's request if U S WEST
                  must physically examine the poles, ducts, conduits and ROW (a
                  field based answer) ("Request"). ATTI shall have the option to
                  be present at the field based survey and U S WEST shall
                  provide ATTI at least twenty-four (24) hours' notice prior to
                  the start of such field survey. During and after this period,
                  U S WEST shall allow ATTI 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 ATTI 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, U S WEST shall
                  reserve such poles, ducts, conduits and ROW for ATTI and shall
                  not allow any use thereof by any Party, including U S WEST.
                  ATTI shall elect whether or not to accept such poles, ducts,
                  conduits and ROW within the ninety (90) day period following
                  Confirmation. ATTI may accept such facilities by sending
                  written notice to U S WEST ("Acceptance"). If ATTI requests
                  reservation of poles, ducts, conduits or ROW, U S WEST may
                  charge a reservation fee in an amount mutually agreed upon by
                  the Parties. ATTI's obligation to pay a reservation fee shall
                  begin on the date of the Confirmation. If the Parties are
                  unable to agree on a reasonable reservation fee, the fee shall
                  be established pursuant to the dispute resolution process in
                  Section 27 of Part A of this Agreement.(29)

          47.4.11 Reservation. After Acceptance by ATTI, ATTI shall have six
                  (6) months to begin attachment and/or installation of its
                  facilities to the poles, ducts, conduits and ROW or request U
                  S WEST to begin make ready or other construction activities.
                  Any such construction, installation or make ready by ATTI
                  shall be completed by the end of one (1) year after
                  Acceptance. ATTI 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.

----------
(29) Per AT&T Recommendations at page 16, Issue 70.


                                                                              62
<PAGE>

                                                                          Part A

          47.4.12 Make Ready. U S WEST shall rearrange, modify and/or make
                  ready existing poles, ducts, conduits and ROW where necessary
                  and feasible to provide space for ATTI'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 ATTI'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 ATTI 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 ATTI 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 ATTI and the Parties shall mutually agree
                  on a completion date.

          47.4.14 ATTI shall begin payment for the use of newly constructed
                  poles, ducts, conduits, 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 ATTI's network or upon use (other than for
                  testing) by ATTI, whichever is earlier.

          47.4.15 ATTI 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 ATTI shall begin payment for the use of existing poles,
                  ducts, conduits and ROW upon the date of its timely
                  Acceptance. If ATTI fails to send a timely Acceptance, its
                  reservation shall be released.(30)

          47.4.17 ATTI may, at its option, install its facilities on poles,
                  ducts, conduits and ROW and use ATTI or ATTI 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 ATTI space in manholes
                  for racking and storage of cable and other materials as
                  requested by ATTI.

          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. U S WEST shall
                  take all reasonable steps to expand its facilities to
                  accommodate ATTI's request, and shall do so in accordance with
                  the time frames set forth in this Section 47(31) Before
                  denying access based on a lack of capacity, U S WEST must
                  explore potential accommodations with ATTI.

----------
(30) Per AT&T Recommendations at pages 16-17, Issue 155.
(31) Per AT&T Recommendations at page 17, Issue 156.


                                                                              63
<PAGE>

                                                                          Part A

          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 ATTI's use. U S WEST shall not
                  reserve more than one inner duct in any conduit cross section
                  for emergency purposes. Where only two inner ducts remain
                  available (including an emergency spare), U S WEST shall offer
                  ATTI the use of at least one inner duct.(32)

          47.4.21 Where a spare innerduct does not exist, U S WEST shall allow
                  ATTI to install an innerduct in U S WEST conduit, at ATTI's
                  cost and expense. U S WEST must review and approve any
                  installation of inner duct in any U S WEST's duct prior to the
                  start of construction. Such approval shall not be unreasonably
                  delayed, withheld or conditioned. ATTI 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 ATTI:

                  (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 ATTI equipment and facilities;

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

                  (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 ATTI's facilities, U S
                  WEST shall provide written notification of such action to ATTI
                  so that ATTI may have a reasonable opportunity to add to or
                  modify its facilities. ATTI 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 ATTI
                  adds to or modifies its facilities according to this
                  paragraph, ATTI shall bear a proportionate share of the costs
                  incurred by U S WEST in making such facilities accessible.

          47.4.24 ATTI 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 ATTI, including U S WEST.

          47.4.25 U S WEST shall maintain the poles, ducts, conduits and ROW
                  at its sole cost. ATTI 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 ATTI's facilities within a
                  reasonable time frame based on industry standards or a time
                  frame requested by ATTI. 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,
                  ATTI may begin such repairs without the presence of U S WEST
                  personnel. ATTI may climb poles and enter the manholes,
                  handholds, conduits and equipment spaces

----------
(32) Per AT&T Order at page 29, Issue 55.


                                                                              64
<PAGE>

                                                                          Part A

                  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, ATTI 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 ATTI 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(33)

      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.

      48.2  U S WEST shall use the Bona Fide Request ("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 ATTI, 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 ATTI wants the requested item(s) and terms made
            generally available. ATTI 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 ATTI 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,

----------
(33)  Per AT&T Order at pages 9-10, Issue 16.


                                                                              65
<PAGE>

                                                                          Part A

            U S WEST shall provide to ATTI a preliminary analysis of the
            Request. As reasonably requested by ATTI, U S WEST agrees to provide
            status updates to ATTI. U S WEST will notify ATTI if the quote
            preparation fee, if any, will exceed $5,000. ATTI 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 ATTI 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 qualities
                  under the Act, it shall notify ATTI 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 ATTI that the Request is technically feasible, U
                  S WEST shall provide to ATTI a Request quote which will
                  include, at a minimum, a description of each Interconnection
                  and Network Element, the quantity to be provided, the
                  installation intervals (both initial and subsequent), the
                  impact on shared systems software interfaces, the ordering
                  process changes, the functionality specifications, any
                  interface specifications, and either:

                  (a)   the applicable rates (recurring and nonrecurring),
                        including the amortized development costs, as
                        appropriate 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 ATTI is the only
                  conceivable user of the functionality (including consideration
                  of U S WEST as a


                                                                              66
<PAGE>

                                                                          Part 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, ATTI
            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, ATTI
            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 ATTI has
            accepted the quote, ATTI 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 ATTI within
            ten (10) Business Days of making such determination and ATTI shall
            not owe any compensation to U S WEST in connection with the Request.
            Any quotation preparation fees or development costs paid by ATTI 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 ATTI 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 ATTI's subsequent request or order
            for the identical type of 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
            ATTI's BFR, and in no


                                                                              67
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            event more than thirty (30) days after the filing of ATTI'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
            aggregate charges for all services purchased under this Agreement or
            (b) $10,000.

      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.


                                                                              68
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      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  An "Examination" shall mean an inquiry reasonably requested by
            either Party into a specific element of or process 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 and no more than 10,000 pages of
            documents may be reviewed. Appropriate provisions of 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.

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 ATTI in accordance
                  with the following:

           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.


                                                                              69
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           50.1.5 Basic 911 and E911 functions provided to ATTI 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 ATTI 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 ATTI local switch shall be
                  provided to ATTI in accordance with the following:

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

               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, ATTI shall
                        participate in the provision of the 911 System as
                        follows:

                        (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, ATTI 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 ATTI are totally separate from this Agreement
                        and U S WEST makes no representations on behalf of the
                        third party.

               50.1.8.4 If ATTI or an Affiliate is the primary service
                        provider to a government agency, ATTI 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.


                                                                              70
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               50.1.8.5 Interconnection and database access shall be priced
                        as specified in Attachment 1 to this Agreement or at any
                        rate charged to other interconnected carriers, whichever
                        is lower.

               50.1.8.6 ATTI 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 ATTI 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 E911 Data Base. U S WEST, or its agent,
                        will provide a copy of the Master Street Address Guide
                        ("MSAG"), and periodic updates, to ATTI.

               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 ATTI assumes all responsibility for the accuracy of
                        the data that ATTI provides to U S WEST for MSAG
                        preparation and E911 Database operation.

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

               50.1.9.6 ATTI will provide end user data to the U S WEST ALI
                        database that are MSAG valid.

               50.1.9.7 ATTI 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 ATTI shall arrange for the automated
                        input and periodic updating of the E911 database
                        information related to ATTI end users for resold lines
                        in accordance with Section 10.1 of Attachment 2 to this
                        Agreement. ATTI may request, through the BFR process,
                        similar arrangements for ATTI customers served on a
                        non-resale basis. U S WEST will furnish ATTI any
                        variations to


                                                                              71
<PAGE>

                                                                          Part A

                        NENA recommendations required for ALI data base input.
                        The cost of magnetic tape transfer shall be borne by
                        ATTI.

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

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

              50.1.9.12 For resold services, ATTI 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 ATTI. If U S WEST detects an error in the ATTI
                        provided data, the data shall be returned to ATTI within
                        two (2) Business Days from when it was provided to U S
                        WEST. ATTI 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. ATTI 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 ATTI, when those
                        standards, NENA-02-OON, are adopted by the industry
                        standards process. U S WEST will furnish ATTI 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 ATTI 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.


                                                                              72
<PAGE>

                                                                          Part A

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

              50.1.9.17 U S WEST shall provide to ATTI, for ATTI Customers,
                        E911/911 call routing to the appropriate Public Safety
                        Answering Point ("PSAP") for resold lines. U S WEST
                        shall provide and validate ATTI 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 ATTI Customer service
                        information in the ALI/DMS used to support E911/911
                        services. ATTI may request, through the BFR process,
                        similar services from U S WEST for their customers who
                        are served on a non-resale basis.

              50.1.9.18 ATTI exchanges to be included in US WEST's E911
                        Database will be indicated via written notice and will
                        not require an amendment to this Agreement.(34)

            50.1.10 The following are Basic 911 and E911 Network Requirements:

              50.1.10.1 U S WEST, at ATTI's 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 ATTI
                        switch to a U S WEST E911 tandem.

              50.1.10.2 U S WEST shall provide ATTI a data link to the
                        ALI/DMS database or permit ATTI to provide its own data
                        link to the ALI/DMS database. U S WEST shall provide
                        error reports from the ALI/DMS database to ATTI
                        immediately after ATTI inputs information into the
                        ALI/DMS database. Alternately, ATTI 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 ATTI switching office. This includes
                        the ability to receive the ANI of the ATTI Customer,
                        selectively route the call to the appropriate PSAP, and
                        forward the Customer's ANI to the PSAP. U S WEST shall
                        provide ATTI 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 ATTI. Each map shows the areas served by
                        that E911 tandem. The map provides ATTI the information
                        necessary to set up its network to route E911 callers to
                        the correct E911 tandem.

              50.1.10.5 ATTI shall ensure that its switch provides an
                        eight-digit ANI consisting of an information digit and
                        the seven-digit exchange code. ATTI shall also ensure
                        that its switch provides the line

----------
(34) Per AT&T Order at page 34, Issue 68.


                                                                              73
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                                                                          Part A

                        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 ATTI. 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.

              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 ATTI 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.


                                                                              74
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                                                                          Part A

           50.1.11 Basic 9ll and E911 Additional Requirements

              50.1.11.1 All ATTI 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 ATTI number
                        (if both are received from ATTI). The PSAP attendant
                        shall see both numbers 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 ATTI the ten-digit POTS number of each
                        PSAP which subtends each U S WEST E911 Tandem to which
                        ATTI is interconnected.

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

              50.1.11.4 ATTI will provide U S WEST with the ten-digit
                        telephone numbers of each PSAP agency, .for which ATTI
                        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 ATTI forty-eight (48) hours in
                        advance of any scheduled testing or maintenance
                        affecting ATTI 911 service, and provide notification as
                        soon as possible of any unscheduled outage affecting
                        ATTI 911 service.

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

              50.1.11.7 ATTI may enter into subcontracts with third parties,
                        including ATTI affiliates, for the performance of any of
                        ATTI 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.

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


                                                                              75
<PAGE>

                                                                          Part A

             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. E911 Database accuracy shall be as set
                  forth below:

              50.1.12.1 Accuracy of ALI (Automatic Location Identification)
                        data submitted by ATTI to U S WEST will be measured
                        jointly by the PSAPs and U S WEST. All such reports
                        shall be forwarded to ATTI 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 ATTI. 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 ATTI Customers directly to either the
                  ATTI Directory Assistance Service platform or U S WEST
                  Directory Assistance Service platform as specified by ATTI.

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

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

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

               50.2.3.2 U S WEST shall notify ATTI 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 ATTI.

               50.2.3.3 U S WEST shall provide Directory Assistance to ATTI
                        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 ATTI 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 State
                        Regulatory Commission requirements for directory
                        assistance.


                                                                              76
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                                                                          Part A

               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 Subject to the provisions of the applicable U S WEST
                        collective bargaining agreements, ATTI 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.

               50.2.3.8 U S WEST shall provide the following minimum Directory
                        Assistance capabilities to ATTI Customers:

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

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

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

                        (d)   The U S WEST mechanized interface with the U S
                              WEST subscriber Listing database is not available
                              for ATTI 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 ATTI Customers as for
                              U S WEST's Customers.

                        (f)   When an ATTI 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 ATTI Customer to call an 800 number for ATTI
                              Customer service to request a credit. The accurate
                              identification of ATTI as the customer's local
                              service provider by the U S WEST directory
                              assistance operator requires the use of separate
                              ATTI 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 ATTI.


                                                                              77
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                                                                          Part A

              50.2.3.10 U S WEST agrees to (1) provide to ATTI operators, on
                        line access to U S WEST's directory assistance database
                        equivalent to the access provided to U S WEST operators;
                        (2) allow ATTI or an ATTI 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 (3) in
                        conjunction with branded or unbranded Directory
                        Assistance Service pursuant to Section 8 of this Part A
                        of this Agreement, 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. ATTI
                        may, at its option, request U S WEST not to provide call
                        completion services to ATTI.

              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
                  ATTI Customers directly to either the ATTI operator service
                  platform or U S WEST operator service platform as specified by
                  ATTI.

           50.3.2 ATTI Customers shall be provided the capability by U S WEST
                  to dial the same telephone numbers to access ATTI 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 ATTI as described
                  below until, at ATTI's discretion, U S WEST routes calls to
                  the ATTI local Operator Services platform.

               50.3.3.1 U S WEST agrees to provide ATTI Customers the same
                        Operator Services available to U S WEST Customers. U S
                        WEST shall make available its service enhancements on a
                        non-discriminatory basis.

               50.3.3.2 U S WEST shall provide the following minimum Operator
                        Services capabilities to ATTI 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 PIC in operator services signaling
                              and the development of associated routing
                              procedures.

                        (c)   U S WEST shall complete calls for ATTI's Customers
                              that are billed to calling cards and other
                              commercial cards on the same basis as provided to
                              U S WEST own customers and


                                                                              78
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                                                                          Part A

                              ATTI 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.

                        (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 ATTI 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 ATTI Customers requires a separate
                              ATTI trunk group to the U S WEST operator services
                              platform to identify the caller as an ATTI
                              Customer.

                        (m)   U S WEST operators shall provide ATTI 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 ATTI Customers requires a
                              separate ATTI trunk group to the U S WEST operator
                              services platform to identify the caller as an
                              ATTI Customer.

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

                        (o)   Under the circumstances that U S WEST grants
                              credit to its customers for a U S WEST failure to
                              provide directory assistance services as required
                              by U S WEST tariffs or as U S WEST otherwise
                              grants credits on a discretionary basis to U S
                              WEST customers, U S WEST will, on a
                              non-discriminatory basis, (i) in connection with
                              resold services, provide an equivalent credit to
                              ATTI or (ii) in connection with non-resold
                              services, provide ATTI a credit in the amount paid
                              by ATTI for the unbundled service.(35)

----------
(35) Per AT&T Recommendations at page 18, Issue 105.


                                                                              79
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                                                                          Part A

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

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

           50.3.3 U S WEST shall exercise at least the same level of fraud
                  control in providing Operator Service to ATTI that U S WEST
                  provides for its own operator service, where the ATTI fraud
                  control data is in U S WEST's Line Information Data Base
                  ("LIDB").

           50.3.4 U S WEST shall perform Billed Number Screening (BNS) when
                  handling collect, third party, and calling card calls, both
                  for station to station and person to person call types.

           50.3.5 Subject to the provisions of the applicable U S WEST
                  collective bargaining agreements ATTI 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.

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

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

           50.3.8 U S WEST shall update the LIDB for ATTI 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), ATTI
                  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 ATTI to order provisioning of Telephone
                  Line Number (TLN) calling cards and Billed Number Screening
                  (BNS), in its LIDB, for ported numbers, as specified by ATTI.
                  U S WEST shall continue to allow ATTI access to its LIDB.

          50.3.11 Toll and Assistance ("TIA") 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 ATTI via collocation
                  arrangements to route calls to ATTI's platform.

          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


                                                                              80
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                                                                          Part A

                  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-0 00271.

          50.3.16 Busy Line Verify and Interrupt

              50.3.16.1 At the request of ATTI 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. ATTI 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 ATTI.

              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 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


                                                                              81
<PAGE>

                                                                          Part A

                        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 ATTI to (a)
                  submit ATTI Customer information for inclusion in U S WEST
                  Directory Assistance and Directory Listings databases; (b)
                  submit ATTI Customer information for inclusion in published
                  directories; and (c) provide ATTI 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 ATTI, 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 ATTI.

                        (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 ATTI.

                        (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
                              ATTI.

               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.

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

               50.4.1.5 U S WEST agrees to work cooperatively with ATTI 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 ATTI the following information, with updates
                        within one (1) Business Day of change and via electronic
                        exchange:


                                                                              82
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                                                                          Part A

                        (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 ATTI, U S WEST shall
                        update and maintain Directory Assistance and Directory
                        Listings data for ATTI 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 ATTI Customer
                        information in the Directory Assistance and Directory
                        Listing systems.

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

      50.5  Directory Assistance Data

           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's
                  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. ATTI may combine this
                  element with any other Network Element for the provision of
                  any Telecommunications Service.(36)

           50.5.2 U S WEST shall provide an initial load of Customer records
                  and Customer list information to ATTI, in a mutually-agreed-to
                  format, via electronic transfer, within thirty (30) calendar
                  days of the Effective Date of this Agreement. 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

----------
(36) Per AT&T Order at page 32, Issue 63.


                                                                              83
<PAGE>

                                                                          Part A

                  Customer Listing data. In addition, the initial load shall be
                  current as of the prior Business Day on which the initial load
                  is provided.

           50.5.3 U S WEST shall provide ATTI 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 ATTI 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 an initial load of Customer records
                  and Customer list information to ATTI, in a mutually-agreed-to
                  format, via electronic transfer within thirty (30) calendar
                  days of the Effective Date of this Agreement. 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.

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

           50.5.7 U S WEST shall provide the ability for ATTI 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.

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

           50.5.9 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 business day
                  prior to the date provided to ATTI.

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

          50.5.11 Directory Assistance data shall specify whether the Customer
                  is a residential business, or government Customer.
                  Additionally, data must include all levels of indentation and
                  all levels of information specified in "Directory Assistance
                  Data Information Exchanges and Interfaces" below.

          50.5.12 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.

          50.5.13 U S WEST shall provide complete refresh of the Directory
                  Assistance data upon request by ATTI.

          50.5.14 U S WEST and ATTI vuill cooperate in the designation of a
                  location at which the data will be provided.


                                                                              84
<PAGE>

                                                                          Part A

51.   Unused Transmission Media(37)

      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
            other than Dark Fiber,(38) ATTI may, subject to the agreement of U S
            WEST, lease copper twisted pairs, coaxial cable or other Unused
            Transmission Media.

      51.3  Requirements

           51.3.1 Subject to Section 51.2 above, US WEST shall make available
                  Unused Transmission Media to ATTI 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 ATTI may test the quality of the Unused Transmission Media to
                  confirm its usability and performance specifications.

----------
(37)  Per AT&T Order at pages 11-12, Issue 22.
(38)  Per AT&T Order at pages 11-12, Issue 22.


                                                                              85
<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
                  ATTI 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 ATTI ("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 ATTI's use in
                  accordance with the terms of this Section 51 within twenty
                  (20) Business Days or a reasonable timeframe consistent with
                  industry standards after it receives written acceptance from
                  ATTI that the Unused Transmission Media is wanted for use by
                  ATTI. Splicing of ATTI 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 ATTI may test Dark Fiber leased from U S WEST using ATTI or
                  ATTI 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 ATTI
                  fiber to U S WEST Dark Fiber under normal circumstances (e.g.,
                  no construction) in metropolitan areas within seventeen (17)
                  calendar days of ATTI's request, and within thirty (30)
                  calendar days of a request in a non-metropolitan area. ATTI
                  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 ATTI an
                  interface to an existing WDM device or allow ATTI to install
                  its own WDM device (where sufficient system loss margins exist
                  or where ATTI 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  For the period beginning at the time of the Request and ending
            ninety (90) days following Confirmation, U S WEST shall reserve such
            Dark Fiber for ATTI and shall not allow any use thereof by any
            Party, including U S WEST. ATTI shall elect whether or not to accept
            such Dark Fiber within the ninety (90) day period following
            Confirmation. ATTI may accept such Dark Fiber


                                                                              86
<PAGE>

                                                                          Part A

            by sending written notice to U S WEST ("Acceptance"). If ATTI
            requests reservation of Dark Fiber, U S WEST may charge a
            reservation fee in an amount mutually agreed upon by the Parties.
            ATTI's obligation to pay a reservation fee shall begin on the date
            of the Confirmation. If the Parties are unable to agree on a
            reasonable reservation fee, the fee shall be established pursuant to
            the dispute resolution process in Section 27 of Part A of this
            Agreement. ATTI shall begin payment for the use of Dark Fiber upon
            the date of its timely Acceptance. If ATTI fails to send a timely
            Acceptance, its reservation shall be released. If U S WEST agrees to
            provide Unused Transmission Media other than Dark Fiber to ATTI, it
            shall do so on the same terms and conditions as stated in this
            section.(39)

            U S WEST may not reserve future capacity of its Dark Fiber for its
            own use,(40) with the exception of maintenance and emergency
            spare.(41)

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

52.   Service Standards(42)

      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
      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 ATTI requests a higher
      level of service than that provided by U S WEST to itself or other
      Persons, ATTI shall make the request pursuant to the BFR process.

      52.1  Definitions

            The following service standards may be supplanted or supplemented by
            a Commission decision in a proceeding conducted for the purpose of
            determining the appropriate performance standards or the
            applicability of penalties relative to U S WEST's compliance with
            this Agreement, the Act or the Commission's orders.(43)

           52.1.1 "Specified Performance Commitment" means the commitment by
                  U S WEST to meet the Performance Criteria for any Specified
                  Activity during the Specified Review Period. The Specified
                  Review

----------
(39) Per AT&T Recommendation at pages 19-20, Issue 138.
(40) Per AT&T Order at page 11, Issue 22.
(41) Per AT&T Recommendation at page 20, Issue 138.
(42) Per AT&T Order at pages 34-36, Issue 69.
(43) Per AT&T Order at pages 34-36, Issue 69.


                                                                              87
<PAGE>

                                                                          Part A

                  Period shall be the same period as U S WEST provides itself
                  for existing Performance Criteria and shall be ninety (90)
                  days for new Performance Criteria. The standard of performance
                  for each of the measurements of performance in Washington
                  shall be the quality of service which U S WEST provides in
                  Washington to either itself, its ten largest end user
                  Customers in the aggregate, independent LECs in the aggregate,
                  other CLECs in the aggregate, or other quality of service
                  requirements imposed by the Commission, whichever is highest.

          52.1.2 "Specified Activity" includes, but is not limited to, the
                  following activities:

                  (a)   Installation Activities -- apply to resold services,
                        unbundled loops, unbundled switching, and interim number
                        portability:

                        (i)   Installation Intervals Offered (measured from
                              application date to original due date);

                        (ii)  Installation Commitments Met;

                        (iii) Installation Reports within seven (7) days
                              (percent of reports per total of new, to or change
                              orders).

                  (b)   Repair Activities -- apply to resold service, unbundled
                        loops, unbundled switching, and interim number
                        portability:

                        (i)   Out of Service Cleared in Less than Twenty-four
                              (24) Hours (percent of total out of service
                              reports);

                        (ii)  Report Rate per 100 Access Lines;

                        (iii) Repair Commitments Met;

                        (iv)  Out of Service and Service Affecting Cleared in
                              Less than Forty-eight (48) Hours;

                        (v)   Repair Repeat Reports within Thirty (30) Days
                              (Percent of Repeats per 100 Access Lines).

                  (c)   Trunking Activities -- includes interconnection trunks:

                        (i)   Defects per One Million Calls (Dedicated
                              Facilities/Trunkside only).

          52.1.3 "Performance Criteria" means, with respect to a Specified
                  Review Period (i.e., a calendar month or quarter), the
                  performance by U S WEST for each Specified Activity for ATTI
                  will meet or exceed U


                                                                              88
<PAGE>

                                                                          Part A

                  S WEST's overall average performance (as provided by U SWEST
                  to itself, to CLECs and to all other Persons) for each Resale
                  Service or unbundled Network Element.

      52.2  Failure to Meet the Performance Criteria

            If, during a Specified Review Period, U S WEST fails to meet the
            Performance Criteria, U S WEST will use its best efforts to meet the
            Performance Criteria for the next Specified Review Period. If U S
            WEST fails to meet the Performance Criteria for two (2) consecutive
            periods, the Parties agree, in good faith, to attempt to resolve
            such issues through negotiation or non-binding arbitration. This
            paragraph shall not be construed to waive either Party's right to
            seek legal or regulatory intervention as provided by state or
            federal law. ATTI may seek regulatory or other legal relief
            including requests for specific performance of U S WEST's
            obligations under this Agreement.

      52.3  Limitations

            U S WEST's failure to meet or exceed any of the Performance Criteria
            cannot be as a result, directly or indirectly, of a Delaying Event.
            A "Delaying Event" means (a) a failure by ATTI to perform any of its
            obligations set forth in this Agreement, (b) any delay, act or
            failure to act by a Customer, agent of subcontractor of ATTI, or (c)
            any force majeure event. If a Delaying Event prevents U S WEST from
            performing a Specified Activity, then such Specified Activity shall
            be excluded from the calculation of U S WEST's compliance with the
            Performance Criteria.

      52.4  Records

            U S WEST shall maintain complete and accurate records, for the
            Specified Review Period, of its performance under this Agreement for
            each Specified Activity and its compliance with the Performance
            Criteria. U S WEST shall provide to ATTI such records in a
            self-reporting format. The Parties agree that such records shall be
            deemed Proprietary Information.

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.


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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.


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<PAGE>

                                                                          Part A

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

American Telephone Technology, Inc.**        U S WEST Communications, Inc.**

/s/ F. Lynne Powers                          /s/ [Illegible]
---------------------------------            ---------------------------------
Signature                                    Signature

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

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

3-2-00                                       03/03/00
---------------------------------            ---------------------------------
Date                                         Date

                                             Signed as ordered by the
                                             arbitrator/commission in Docket
                                             No. UT-960309. 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 to conform with the
                                             Opinion of the United States Court
                                             of Appeals for the Eighth Circuit,
                                             or any other decision or opinion
                                             following 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 Pacific
Northwest, Inc. and U S WEST Communications, Inc. (the "Underlying Agreement").
The Underlying Agreement was approved by the Commission on July 11, 1997.

With respect to this Agreement the Parties understand and agree:

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

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

iii) This Agreement contains provisions based upon the decisions and orders of
the FCC and the Commission under and with respect to the Act. Currently, court
and regulatory proceedings affecting the subject matter of this Agreement are in
various stages, including the proceedings where certain of the


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                                                                          Part A

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 Commissions 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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