<PAGE>

                                                                Exhibit 10.1.42

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

                                FOR THE STATE OF
                                     ARIZONA

                                AGREEMENT NUMBER
                                 CDS-000106-0212


<PAGE>

                                TABLE OF CONTENTS
                                     PART A

<TABLE>

<S>                                                                                                          <C>
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.......................................................................................18
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
34.  WAIVERS..................................................................................................29
35.  NO THIRD PARTY BENEFICIARIES.............................................................................29

</TABLE>


<PAGE>

<TABLE>

                                                                                                            Part A
<S>                                                                                                        <C>
36.  PHYSICAL SECURITY........................................................................................29
37.  NETWORK SECURITY.........................................................................................30
38.  REVENUE PROTECTION.......................................................................................30
39.  LAW ENFORCEMENT INTERFACE................................................................................31
40.  COLLOCATION..............................................................................................31
41.  TECHNICAL REFERENCES - COLLOCATION.......................................................................42
42.  NUMBER PORTABILITY.......................................................................................43
43.  DIALING PARITY...........................................................................................50
44.  DIRECTORY LISTINGS.......................................................................................50
45.  [INTENTIONALLY LEFT BLANK FOR NUMBERING CONSISTENCY].....................................................53
46.  U S WEST DEX ISSUES......................................................................................53
47.  ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY......................................................53
48.  BONA FIDE REQUEST PROCESS FOR FURTHER UNBUNDLING.........................................................58
49.  AUDIT PROCESS............................................................................................61
50.  MISCELLANEOUS SERVICES...................................................................................62
51.  UNUSED TRANSMISSION MEDIA................................................................................78
52.  SERVICE STANDARDS........................................................................................80
53.  ENTIRE AGREEMENT.........................................................................................82
54.  RESERVATION OF RIGHTS....................................................................................82

</TABLE>

ATTACHMENTS

   ATTACHMENT 1      RATES AND CHARGES
   ATTACHMENT 2      RESALE
   ATTACHMENT 3      UNBUNDLED ACCESS/ELEMENTS
   ATTACHMENT 4      INTERCONNECTION
   ATTACHMENT 5      BUSINESS PROCESS REQUIREMENTS
   ATTACHMENT 6      ELECTRONIC INTERFACES
   ATTACHMENT 7      IMPLEMENTATION SCHEDULE


<PAGE>

                                                                          Part A

         This Interconnection Agreement (this "Agreement"), effective upon
Commission approval (the "Effective Date"), is entered into by and between
Advanced Telecommunications, Inc. ("CO-PROVIDER"), an Arizona corporation, and
U S WEST Communications, Inc., ("U S WEST") a Colorado corporation, to establish
the rates, terms and conditions for local interconnection, local resale, and the
purchase of unbundled network elements (individually referred to as the
"service" or collectively as the "services").

                                    RECITALS

         WHEREAS, pursuant to this Agreement, CO-PROVIDER and U S WEST will
extend certain arrangements to one another within each LATA in which they both
operate within Arizona. This Agreement is a combination of agreed terms and
terms imposed by arbitration under Section 252 of the Communications Act of
1934, as modified by the Telecommunications Act of 1996, the rules and
regulations of the Federal Communications Commission, and the orders, rules and
regulations of the Arizona Corporation Commission; and as such does not
necessarily represent the position of either Party on any given issue; and

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

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

         WHEREAS, CO-PROVIDER wishes to purchase on an unbundled basis Network
Elements, Ancillary Services and Functions and additional features separately or
in any Combination, and to use such services for itself or for the provision of
its Telecommunications Services to others, and U S WEST is willing to provide
such services;

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

                               SCOPE OF AGREEMENT

         A.       This Agreement specifies the rights and obligations of each
Party with respect to the purchase and sale of Local Interconnection, Local
Resale and Network Elements in the LATAs in Arizona where U S WEST operates.

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

         C.       U S WEST will provide CO-PROVIDER with at least the level of
service quality or performance of obligations under this Agreement as U S WEST
provides itself or any other Person with respect to all Telecommunications
Services, Local Interconnection, Services for Resale, and Network Elements as
applicable and shall provide such level of service quality or performance of
service obligations in accordance with the specific requirements agreed to in
Attachment 5.

         D.       U S WEST shall provide to CO-PROVIDER Services for Resale that
are equal in quality, subject to the same conditions (including the conditions
in U S WEST's effective tariffs which are not


<PAGE>

                                                                          Part A

otherwise inconsistent with the terms and conditions contained herein), within
the same provisioning time intervals that U S WEST provides these services to
itself, its Affiliates and others, including end users, and in accordance with
any applicable Commission service quality standards, including standards the
Commission may impose pursuant to Section 252(e)(3) of the Act.

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

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

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

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

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

                                   DEFINITIONS

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

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

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

"Access Services" refers to interstate and intrastate switched access and
private line transport services.

"CO-PROVIDER" means Advanced Telecommunications, Inc. and any Affiliates,
subsidiary companies or other entities performing any of the obligations of
CO-PROVIDER set forth in this Agreement.

"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.


<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 (E91 1/911) database containing subscriber location
information (including name, address, telephone number, and sometimes special
information from the local service provider) used to determine to which Public
Safety Answering Point (PSAP) to route the call.

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

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

"ANI" (Automatic Number Identification) is a feature that identifies and
displays the number of a telephone that originates a call.

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

"ASR" (Access Service Request) means the industry standard forms and supporting
documentation used for ordering Access Services. The ASR may be used to order
trunking and facilities between CO-PROVIDER and U S WEST for Local
Interconnection.

"BLV/BLI" (Busy Line Verify/Busy Line Interrupt) means an operator call in which
the end user inquires as to the busy status of, or requests an interruption of,
a telephone call.


<PAGE>

                                                                          Part A

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

"CABS" means the Carrier Access Billing System which is defined in a document
prepared by the Billing Committee of the OBF. The Carrier Access Billing System
document is published by Bellcore in Volumes 1, lA, 2, 3, 3A, 4 and 5 as Special
Reports SR-OPT-001868, SR-OPT-0011869, SR-OPT-001871, SR-OPT001872,
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 CO-PROVIDER to provide its Telecommunication Services in a
geographic area or to a specific subscriber and that are placed on the same or
related order by CO-PROVIDER, subject to restrictions, if any, imposed by the
Commission.

"Commission" means the Arizona Corporation Commission.

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

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

"Confidential Information" has the meaning set forth in Section 28 of Part A of
this Agreement.


<PAGE>

                                                                          Part A

"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 caller's
direction.

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


<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.

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

"Effective Date" is the date, indicated in the Preamble, on which this Agreement
shall become effective.

"Emergency Response Agency" is a governmental entity authorized to respond to
requests from the public to meet emergencies.

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

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

"FCC" means the Federal Communications Commission.

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

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

"Gateway" (ALI Gateway) is a telephone company computer facility that interfaces
with CO-PROVIDER's 911 administrative site to receive Automatic Location
Identification (ALI) data from CO-PROVIDER. Access to the Gateway will be via a
dial-up modem using a common protocol.

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

"ILEC" means the incumbent local exchange carrier.

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

"INP" (Interim Number Portability) is a service arrangement whereby subscribers
who change local service providers may retain existing telephone numbers with
minimal impairment of quality, reliability, or convenience when remaining at
their current location or changing their location within the geographic area
served by the initial carrier's serving central office.

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

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


<PAGE>

                                                                          Part A

channel (2B+D). Primary Rate lnterface-ISDN (PRI-ISDN) provides for a digital
transmission of twenty-three (23) 64 Kbps bearer channels and one 64 Kbps data
channel (23B+D).

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

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

"LATA" means Local Access Transport Area.

"LEC" means local exchange carrier.

"LIDB" (Line Information Data Base(s)) is a 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 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
CO-PROVIDER pursuant to Attachment 2 of this Agreement.

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

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

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

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

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

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


<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 CO-PROVIDER) jointly provide Switched Access Service to an
lnterexchange Carrier, with each LEC (or CO-PROVIDER) receiving an appropriate
share of the access element revenues.

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

"MSAG" (Master Street Address Guide) is a database defining the geographic area
of an 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.

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

"NENA" (National Emergency Number Association) is an association with a mission
to foster the technological advancement, availability and implementation of 911
nationwide.

"NETWORK ELEMENT" MEANS A FACILITY OR EQUIPMENT USED IN THE PROVISION OF A
TELECOMMUNICATIONS SERVICE INCLUDING ALL FEATURES, FUNCTIONS AND CAPABILITIES
EMBEDDED IN SUCH FACILITY OR EQUIPMENT.(1)

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

"NPA" (Numbering Plan Area) (sometimes referred to as an area code) is the three
digit indicator which is designated by the first three digits of each 10-digit
telephone number within the NANP. Each NPA contains 792 possible NXX Codes.
There are two general categories of NPA, "geographic NPAs" and "Non-Geographic
NPAs." A "Geographic NPA" is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided within
that geographic area. A "Non-Geographic NPA," also known as a "Service Access
Code (SAC Code)" is typically associated with a specialized Telecommunications
Service which may be provided across multiple geographic NPA areas; 500, 800,
900, 700, and 888 are examples of Non-Geographic NPAs.

"NXX" means the fourth, fifth and sixth digits of a ten-digit telephone number
within the North American Numbering Plan.

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

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

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

----------
(1)    AT&T Order, page 11, Issue 18 and MCIm Order at p.24.


<PAGE>

                                                                          Part A

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

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

"Party" means either U S WEST or CO-PROVIDER and "Parties" means U S WEST and
CO-PROVIDER.

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

"Point of Interconnection or "P0I" means the physical point that establishes the
technical interface, the test point, where applicable, and the operational
responsibility hand-off between CO-PROVIDER and US WEST for the local
interconnection of their networks for the mutual exchange of traffic.

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

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

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

"PORT" MEANS A TERMINATION ON A CENTRAL OFFICE SWITCH THAT PERMITS CUSTOMERS TO
SEND OR RECEIVE TELECOMMUNICATIONS SERVICES OVER THE PUBLIC SWITCHED NETWORK,
INCLUDING SWITCH FEATURES OR SWITCHING FUNCTIONALITY.(2)

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

"Primary Listing" (for example, main list, additional main, joint user, client
main list or answering service list) shall mean the one appearance of an end
user telephone subscriber's main telephone number and other content such as name
and address, which each CO-PROVIDER residence or business subscriber is entitled
to receive in the white pages directory published by U S WEST Dex at no charge
from U S WEST Communications. 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, CO-PROVIDER'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 fora specific geographic area will
be answered.

"Rate Center" means the geographic point and corresponding geographic area
which are associated with one or more particular NPA-NXX codes which have
been assigned to U S WEST or CO-PROVIDER for its provision of basic exchange
Telecommunications Services. The "Rate Center Point" is the finite geographic
point identified by a specific V&H coordinate, which is used to measure
distance-sensitive end user traffic to/from the particular NPA-NXX
designations associated with the specific Rate Center. The "Rate Center Area"
is the exclusive geographic area identified as the area within which U S WEST
or CO-PROVIDER will

----------
(2)    AT&T Order, page 11, Issue 18 and MCIm Order at p. 24.


<PAGE>

                                                                          Part A

provide basic exchange Telecommunications Services bearing the particular
NPA-NXX designations associated with the specific Rate Center. The Rate Center
Point must be located within the Rate Center Area.

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

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

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

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

"Routing Point" means a location which U S WEST or CO-PROVIDER has designated on
its own network as the homing (routing) point for traffic inbound to basic
exchange Telecommunications Services provided by U S WEST or CO-PROVIDER which
bear a certain NPA-NXX designation. The Routing Point is employed to calculate
mileage measurements for the distance-sensitive transport element charges of
Switched Access Services. Pursuant to Bellcore Practice BR 795-100-100, 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.

"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.

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


<PAGE>

                                                                          Part A

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

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

"TRCO" means Trouble Reporting Control Office.

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

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


<PAGE>

                                                                          Part A

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

                              TERMS AND CONDITIONS

1.       GENERAL PROVISIONS

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

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

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

                  1.3.1    The Parties recognize that equipment vendors may
                           manufacture telecommunications equipment that does
                           not fully incorporate and may deviate from industry
                           standards referenced in this Agreement. Due to the
                           manner in which individual equipment manufacturers
                           have chosen to implement industry standards into the
                           design of their products, along with differing
                           vintages of individual facility components and the
                           presence of embedded technologies pre-dating current
                           technical standards, some of the individual facility
                           components deployed within U S WEST's network,
                           including, without limitation, Network Elements and
                           associated business processes and the standards
                           associated with the equipment providing such Network
                           Elements (collectively, "Network Components"), may
                           not adhere to all the specifications set forth and
                           described in the Bellcore, ANSI, ITU and other
                           technical and performance standards outlined in this
                           Agreement. Within forty-five (45) days after the
                           Effective Date of this Agreement, the Parties will
                           develop processes by which U S WEST will inform
                           CO-PROVIDER of deviations or planned deviations, and
                           the implementation date of such planned deviations,
                           from standards referenced in this Agreement for
                           Network Components that may be ordered by
                           CO-PROVIDER. In addition, the Parties agree that
                           those deviations from such standards documented by
                           U S WEST to CO-PROVIDER shall, to the extent
                           permitted by FCC and Commission rules and
                           regulations, supersede sections of this Agreement
                           referencing technical standards otherwise applicable
                           for the affected Network Elements.

                  1.3.2    U S WEST agrees that in no event shall it
                           intentionally allow any Network Component provided by
                           U S WEST to CO-PROVIDER under this Agreement to
                           perform below the standards or deviations therefrom
                           reflected in Section 1.3.1, except where requested by
                           CO-PROVIDER. U S WEST shall minimize any


<PAGE>

                                                                          Part A

                           degradation to its equipment relative to currently
                           applicable service, where reasonable in view of
                           industry adopted performance standards and
                           technological developments. Written notice (the
                           "Change Notice") of any planned changes in standards
                           for any Network Component which could impact that
                           Network Component will be provided at least ninety
                           (90) days (or at the make/buy point) prior to the
                           planned implementation. If CO-PROVIDER notifies U S
                           WEST of how the proposed change may adversely impact
                           CO-PROVIDER or its Customers within fourteen (14)
                           calendar days after receipt of U S WEST's Change
                           Notice, U S WEST and CO-PROVIDER will schedule joint
                           discussions to address and attempt to resolve the
                           matter, including, without limitation, consideration
                           of proposed alternatives. In addition, if U S WEST
                           learns that any Network Component purchased by
                           CO-PROVIDER under this Agreement has been permitted
                           (even if not intentionally) to fall materially below
                           the level or specification in effect as of the
                           Effective Date of this Agreement, U S WEST shall
                           inform CO-PROVIDER immediately.

                  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 CO-PROVIDER THE TERMS AND CONDITIONS OF ANY OTHER
                  AGREEMENT FOR INTERCONNECTION, UNBUNDLED NETWORK ELEMENTS AND
                  RESALE SERVICES APPROVED BY THE COMMISSION UNDER SECTION 252
                  OF THE ACT, IN THAT 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)

3.       PAYMENT

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

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

         3.3      A late payment charge of 1.5% applies to all billed balances,
                  not reasonably disputed, which are not paid within the
                  applicable time period set forth in Section 3.2 above. To the
                  extent CO-PROVIDER pays the billed balance on time, but the
                  amount of the billed balance is reasonably disputed by
                  CO-PROVIDER, and, it is later determined that a refund is due
                  CO-PROVIDER, interest shall be payable on the refunded amount
                  in the amount of 1.5% per

----------
(3)    MCIm Order, p. 29 and AT&T Order, p. 35.


<PAGE>

                                                                          Part A

                  month. To the extent CO-PROVIDER pays the billed balance on
                  time, but the amount of the billed balance is reasonably
                  disputed by CO-PROVIDER, and, it is later determined that no
                  refund is due CO-PROVIDER, no interest shall be payable on the
                  disputed amount.

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

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

4.       TAXES

         4.1      Any federal, state or local excise, sales, or use taxes
                  (excluding any taxes levied on income) resulting from the
                  performance of this Agreement shall be borne by the Party 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


<PAGE>

                                                                          Part A

                  extent necessary for the Parties to use any facilities or
                  equipment (including software) or to receive any service
                  solely as provided under this Agreement, no license in patent,
                  copyright, trademark or trade secret, or other proprietary or
                  intellectual property presently or hereafter owned, controlled
                  or licensable by a Party, is granted to the other Party or
                  shall be implied or arise by estoppel.

6.       SEVERABILITY

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

7.       RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

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

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

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

         7.4      Each Party will be solely responsible, at its own expense, for
                  proper handling, storing, transport and disposal of all (a)
                  substances or materials that it or its contractors or agents


<PAGE>

                                                                          Part A

                  bring to, create or assume control over at work locations, or
                  (b) waste resulting therefrom or otherwise generated in
                  connection with its or its contractors' or agents'
                  activities the work locations.

8.       BRANDING

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

         8.2 (5)  IF CO-PROVIDER REQUESTS THAT A SERVICE PROVIDED UNDER THIS
                  AGREEMENT BE BRANDED AS AN CO-PROVIDER SERVICE AND U S WEST
                  INFORMS CO-PROVIDER THAT SUCH BRANDING IS NOT AVAILABLE OR IF
                  IT IS NOT PRACTICAL TO SO BRAND THE SERVICE, THEN U S WEST
                  WILL OFFER CO-PROVIDER THE SERVICE ON AN UNBRANDED BASIS AT
                  CO-PROVIDER'S REQUEST.

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

         8.4      [Intentionally left blank for numbering consistency]

         8.5 (7)  U S WEST WILL NOT BE REQUIRED TO REBRAND UNIFORMS AND
                  VEHICLES. THE UNIFORMS OF U S WEST'S REPAIR AND MAINTENANCE
                  PERSONNEL SHALL BEAR THE SAME OR LESS U S WEST BRANDING THAN
                  WAS PRESENT AS OF FEBRUARY 8, 1996.

         8.6      COMPUTERIZED PROGRAMMING

                  8.6.1    REPAIR BILLS OR RECEIPTS HANDED TO THE END USER AT
                           THE TIME SERVICE IS RENDERED MAY BEAR THE U S WEST
                           BRAND. IF THE COMPUTERIZED PROGRAMMING WHICH EITHER
                           INFORMS THE REPAIR EMPLOYEES OF THE ADDRESS AND
                           SERVICE NEEDED, OR PRINTS THE RECEIPTS, CAN BE
                           MODIFIED, AT A REASONABLE COST, TO USE THE BRAND OF A
                           SELECTION OF CO-PROVIDER, THEN U S WEST SHALL PROVIDE
                           THAT CUSTOMIZED PROGRAMMING. OTHERWISE, THE RECEIPT
                           MAY BEAR THE BRAND OF U S WEST'S REPAIR AND
                           MAINTENANCE, AND WILL ADD THAT IT PROVIDES AUTHORIZED
                           REPAIR AND MAINTENANCE FOR, AND LIST THE CLECS FOR
                           WHICH U S WEST IS CONTRACTED TO PROVIDE SERVICE. IF
                           U S WEST'S COMPUTERIZED PROGRAMMING CAN BE MODIFIED
                           TO INFORM U S WEST'S EMPLOYEE FOR WHICH CLEC SERVICE
                           IS BEING RENDERED, THE REPAIR EMPLOYEE MAY BE
                           REQUIRED TO CIRCLE OR OTHERWISE INDICATE THE NAME OF
                           THE APPROPRIATE CLEC ON THE RECEIPT OR OTHER FORM.

----------

(4)    Arizona Bench Order, May 29, 1997 Hearing, pp. 1582-3; Procedural Order,
     July 14, 1997 at page 2-3.

(5)    Id.

(6)    Id.

(7)    Bolded language in Sections 8.5 and 8.6 included per MCIm Order, pp.
       13-14 at Issue 23 and AT&T Order at Issue 30.

<PAGE>
                                                                          Part A

                  8.6.2    IF U S WEST CHOOSES TO USE ITS LOGO ON THE ABOVE
                           FORMS, IT MAY ONLY DO SO IF IT ALSO USES THE LOGOS OF
                           THE CLECS. IF U S WEST'S CUSTOMERS ARE SERVED BY ITS
                           OWN REPAIR AND MAINTENANCE, U S WESTS NAME SHOULD BE
                           LISTED WITH THE OTHER CLECS.

                  8.6.3    TYPEFACE, FONT, AND APPEARANCES OF THE NAMES, SIZE
                           AND APPEARANCE OF THE LOGOS OF THE CLECS AND U S WEST
                           IN ALL LOCATIONS MUST BE THE SAME.

                  8.6.4    U S WEST WILL NOT BE HELD LIABLE FOR ANY
                           UNINTENTIONAL ERRORS THAT OCCUR IN THE BRANDING
                           PROCESS.

                  8.6.5    THE FOREGOING STEPS TO REBRAND REPAIR AND MAINTENANCE
                           SERVICE NEED ONLY BE TAKEN BY U S WEST WHERE
                           TECHNICALLY FEASIBLE.

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

         8.8      This Section 8 shall confer on U S WEST no rights to the
                  service marks, trademarks and trade names owned by or used in
                  connection with services by CO-PROVIDER or its Affiliates,
                  except as expressly permitted by CO-PROVIDER.

         8.9      AT THE REQUEST OF CO-PROVIDER AND WHERE TECHNICALLY FEASIBLE,
                  U S WEST WILL REBRAND OPERATOR SERVICES AND DIRECTORY
                  ASSISTANCE IN CO-PROVIDER'S NAME.(8)

         8.10     THE EXPENSE OF REBRANDING OPERATOR SERVICES AND DIRECTORY
                  ASSISTANCE, IF REQUIRED BY CO-PROVIDER, SHALL BE INCLUDED AS A
                  FORWARD LOOKING ECONOMIC COST, SUCH COST TO BE RESOLVED IN THE
                  FUTURE ARBITRATION TO BE CONDUCTED BY THE COMMISSION AS IT
                  CONSIDERS COST STUDIES.(9)

9.       INDEPENDENT CONTRACTOR STATUS

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

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

         9.3      Subject to the limitations on liability and except as
                  otherwise provided in this Agreement, each Party shall be
                  responsible for (a) its own acts and performance of all
                  obligations
----------
(8)    AT&T Order, p. 31 at Issue 62.

(9)    AT&T Order, p.18 at Issue 30.


<PAGE>

                                                                          Part A

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

10.      REFERENCED DOCUMENTS

         10.1     All references to Sections, Exhibits, and Schedules shall be
                  deemed to be references to Sections of, and Exhibits and
                  Schedules to, this Agreement unless the context shall
                  otherwise require. Whenever any provision of this Agreement
                  refers to a technical reference, technical publication,
                  CO-PROVIDER practice, U S WEST practice, any publication of
                  telecommunications industry administrative or technical
                  standards, or any other document specifically incorporated
                  into this Agreement, it will be deemed to be a reference to
                  the most recent version or edition (including any amendments,
                  supplements, addenda, or successors) or such document that is
                  in effect, and will include the most recent version or edition
                  (including any amendments, supplements, addenda, or
                  successors) of each document incorporated by reference in such
                  a technical reference, technical publication, CO-PROVIDER
                  practice, U S WEST practice, or publication of industry
                  standards, unless CO-PROVIDER elects otherwise.

11.      PUBLICITY AND ADVERTISING

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

12.      EXECUTED IN COUNTERPARTS

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

13.      HEADINGS NOT CONTROLLING

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

14.      JOINT WORK PRODUCT

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


<PAGE>

                                                                          Part A

15.      SURVIVAL

         15.1     Any liabilities or obligations of a Party for acts or
                  omissions prior to the cancellation or termination of this
                  Agreement; any obligation of a Party under the provisions
                  regarding indemnification, confidential information,
                  limitation of liability, and any other provisions of this
                  Agreement which, by their terms, are contemplated to survive,
                  or to be performed after, termination of this Agreement, shall
                  survive cancellation or termination thereof.

16.      EFFECTIVE DATE

         16.1     This Agreement shall become effective pursuant to Sections 251
                  and 252 of the Act, upon Commission approval, or direction
                  from the Commission that Interconnection ought to take place
                  pending Commission approval.

17.      AMENDMENT OF AGREEMENT

         17.1     Except as otherwise provided in this Agreement, no amendment
                  or waiver of any provision of this Agreement, and no consent
                  to any default under this Agreement, shall be effective unless
                  the same is in writing and signed by an officer of the Party
                  against whom such amendment, waiver or consent is claimed. If
                  either Party desires an amendment to this Agreement during the
                  term of this Agreement, it shall provide written notice
                  thereof to the other Party describing the nature of the
                  requested amendment. If the Parties are unable to agree on the
                  terms of the amendment within thirty (30) days after the
                  initial request therefor, the Party requesting the amendment
                  may invoke the dispute resolution process under Section 27 of
                  this Part A of this Agreement to determine the terms of any
                  amendment to this Agreement.

18.      INDEMNIFICATION

         18.1     Notwithstanding any limitations in remedies contained in this
                  Agreement, each Party (the "Indemnifying Party") will
                  indemnify and hold harmless the other Party ("Indemnified
                  Party") from and against any loss, cost, claim, liability,
                  damage and expense, including reasonable attorney's fees, to
                  third parties, relating to or arising out of the libel,
                  slander, invasion of privacy, misappropriation of a name or
                  likeness, actual or alleged infringement or other violation or
                  breach of any patent, copyright, trademark, service mark,
                  trade name, trade dress, trade secret or any 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. IF, AFTER THE PARTY
                  PROVIDING ACCESS UNDER THIS AGREEMENT GIVES WRITTEN NOTICE TO
                  THE OTHER PARTY PURSUANT TO SECTION 5.1, THE OTHER PARTY FAILS
                  TO OBTAIN A LICENSE OR PERMISSION FOR ACCESS OR USE OF THIRD
                  PARTY INTELLECTUAL PROPERTY, THE PARTY PROVIDING ACCESS SHALL
                  HAVE NO INDEMNIFICATION OBLIGATION HEREUNDER FOR ANY LOSS,
                  COST, CLAIM, LIABILITY, DAMAGE AND EXPENSE, INCLUDING
                  REASONABLE ATTORNEY'S FEES, TO THIRD PARTIES, RELATING TO OR
                  ARISING OUT OF THE FAILURE OF THE OTHER PARTY TO OBTAIN SUCH
                  LICENSE OR PERMISSION.(10)

----------
(10)   Procedural Order, July 14, 1997, pages 4-5.


<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

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

         19.2     [Intentionally left blank for numbering consistency]

         19.3     In no event shall either Party have any liability whatsoever
                  to the other Party for any indirect, special, consequential,
                  incidental or punitive damages, including, but not limited to,
                  loss of anticipated profits or revenue or other economic loss
                  in connection with or arising from anything said, omitted or
                  done hereunder (collectively, "Consequential Damages"), even
                  if the other Party has been advised of the possibility of such
                  damages; provided, that the foregoing shall not limit a
                  Party's obligation to indemnify, defend and hold the other
                  Party harmless against any amounts payable to a third party,
                  including any losses, costs, fines penalties, criminal or
                  civil judgments or settlements, expenses (including attorneys'
                  fees) and Consequential Damages of such third party. Nothing
                  contained in this section shall limit either Party's liability
                  to the other for (i) willful or intentional misconduct
                  (including gross negligence); (ii) bodily injury, death or
                  damage to tangible real or tangible personal property
                  proximately caused by such party's negligent act or omission
                  or that of their respective agents, subcontractors or
                  employees, OR (III) UNDER THE CIRCUMSTANCES PRESENTED TO THE
                  ARBITRATOR, THE COMMISSION OR OTHER DECISION MAKER, AS THE
                  CASE MAY BE PURSUANT TO THE DISPUTE RESOLUTION PROCESS IN
                  SECTION 27, A PATTERN OF CONDUCT IS FOUND TO EXIST BY SUCH
                  ARBITRATOR, THE COMMISSION OR OTHER DECISION MAKER IN
                  VIOLATION OF A PARTY'S OBLIGATIONS UNDER THIS AGREEMENT THAT
                  JUSTIFIES AN AWARD OF CONSEQUENTIAL


<PAGE>

                                                                          Part A

                  DAMAGES,(11) nor shall anything contained in this section
                  limit the Parties indemnification obligations, as specified
                  above.

         19.4     NOTWITHSTANDING THE PROVISIONS OF SECTION 19.3, TO THE EXTENT
                  THAT U S WEST TARIFFS CONTAIN LIMITATIONS ON LIABILITY,
                  CO-PROVIDER SHALL SUBMIT LANGUAGE FOR INCLUSION IN ITS
                  INTRASTATE RETAIL TARIFFS, THAT IS SUBSTANTIALLY SIMILAR TO
                  THE LIMITATION OF LIABILITY LANGUAGE CONTAINED IN U S WEST'S
                  TARIFFS, AND SUCH LIMITATIONS OF LIABILITY SHALL GOVERN FOR
                  CUSTOMER CLAIMS. IN ADDITION, NOTWITHSTANDING THE PROVISIONS
                  OF SECTION 19.3, TO THE EXTENT THAT THE COMMISSION'S QUALITY
                  OF SERVICE RULES PROVIDE FOR REMEDIES TO CO-PROVIDER OR ITS
                  CUSTOMERS FOR CUSTOMER CLAIMS, THEN THOSE REMEDIES SHALL
                  GOVERN AS TO SUCH CLAIMS.(12)

20.      Term of Agreement

         20.1     This Agreement shall be effective upon Commission approval and
                  shall remain in effect until July 30, 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 said 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 the FCC's rules and regulations,
                  except insofar as state law may control any aspect of this
                  Agreement, in which case the domestic laws of the State of
                  Arizona, 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.

----------
11   Procedural Order, July 14, 1997, page 5-6.

12   Arizona Bench Order, May 29, 1997 Hearing, p. 1610.


<PAGE>

                                                                          Part A

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

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

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

24.      COMPLIANCE

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

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

         24.3     All terms, conditions and operations under this Agreement
                  shall be performed in accordance with all applicable laws,
                  regulations and judicial or regulatory decisions of all 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 intents to cease any development of any new
                  element or service that is not at that time being provided
                  pursuant to this Agreement. In the event the Parties cannot
                  agree on an amendment within thirty (30) days from the date
                  any such rules, regulations or orders become effective, then
                  the Parties shall resolve their dispute, including liability
                  for non-compliance with the new clause or the cost, if any, of
                  performing activities no longer required


<PAGE>

                                                                          Part A

                  by the rule or regulation during the renegotiation of the new
                  clause under the applicable procedures set forth in Section 27
                  herein.

25.      FORCE MAJEURE

         25.1     Neither Party shall be liable for any delay or failure in
                  performance of any part of this Agreement from any cause
                  beyond its control and without its fault or negligence
                  including, without limitation, acts of nature, acts of civil
                  or military authority, embargoes, epidemics, terrorist acts,
                  riots, insurrections, fires, explosions, earthquakes, nuclear
                  accidents, floods, work stoppages, equipment failure, power
                  blackouts, volcanic action, other major environmental
                  disturbances, unusually severe weather conditions, inability
                  to secure products or services of other persons or
                  transportation facilities or acts or omissions of
                  transportation carriers. No delay or other failure to perform
                  shall be excused pursuant to this Section 25 unless such delay
                  or failure and the consequences thereof are beyond the control
                  and without the fault or negligence of the Party claiming
                  excusable delay or other failure to perform. In the event of
                  any such excused delay in the performance of a Party's
                  obligation(s) under this Agreement, the due date for the
                  performance of the original obligation(s) shall be extended by
                  a term equal to the time lost by reason of the delay. In the
                  event of such delay, the delaying Party shall perform its
                  obligations at a performance level no less than that which it
                  uses for its own operations. In the event of a labor dispute
                  or strike, the Parties agree to provide service to each other
                  at a level equivalent to the level they provide themselves. In
                  the event of a labor dispute or strike or work stoppage that
                  continues for a period in excess of forty-eight (48) hours,
                  CO-PROVIDER may obtain replacement services for those services
                  affected by such labor dispute or strike or work stoppage, in
                  which event any liability of CO-PROVIDER for the affected
                  services shall be suspended for the period of the work
                  stoppage or labor dispute or strike. In the event of such
                  performance delay or failure by U S WEST, U S WEST agrees to
                  resume performance in a nondiscriminatory manner and not favor
                  its own provision of Telecommunications Services above that of
                  CO-PROVIDER.

26.      ESCALATION PROCEDURES

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

 27.     DISPUTE RESOLUTION

         27.1(13) 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

----------
(13)   AT&T Order, p. 33 at Issue 76.


<PAGE>

                                                                          Part A

                  DENVER, COLORADO, AND THE GOVERNING LAW SHALL BE IN ACCORDANCE
                  WITH SECTION 21.1 ABOVE.

         27.2(14) IN THE EVENT CO-PROVIDER AND U S WEST ARE UNABLE TO AGREE ON
                  CERTAIN ISSUES DURING THE TERM OF THIS AGREEMENT, THE PARTIES
                  MAY IDENTIFY SUCH ISSUES FOR ARBITRATION BEFORE THE
                  COMMISSION. ONLY THOSE POINTS IDENTIFIED BY THE PARTIES FOR
                  ARBITRATION WILL BE SUBMITTED.

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

----------
(14)   AT&T Order, p. 33 at Issue 76.

<PAGE>

                                                                          Part A

                  Neither Party shall use the other Party's Proprietary
                  Information for any other purpose except upon such terms and
                  conditions as may be agreed upon between the Parties in
                  writing.

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

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

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

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

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

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

                  28.4.6   is required by law, a court, or governmental agency,
                           provided that the Discloser has been notified of the
                           requirement promptly after the Recipient becomes
                           aware of the requirement, subject to the right of the
                           Discloser to seek a protective order as provided in
                           Section 28.5 below.

         28.5     For a period of ten(10) years from receipt of Proprietary
                  Information, the Recipient shall (a) use it only for the
                  purpose of performing under this Agreement, (b) hold it in
                  confidence and disclose it only to employees, authorized
                  contractors and authorized agents who have a need to know it
                  in order to perform under this Agreement, and (c) safeguard it
                  from unauthorized use or disclosure using no less than the
                  degree of care with which the Recipient safeguards its own
                  Proprietary Information. Any authorized contractor or agent to
                  whom Proprietary Information is provided must have executed a
                  written agreement comparable in scope to the terms of this
                  Section. Not withstanding the foregoing, each Party shall
                  provide advance notice of three (3) Business Days to the other
                  of the intent to provide Proprietary information to a
                  governmental authority and the Parties shall cooperate with
                  each other in attempting to obtain a suitable protective
                  order. The Recipient agrees to comply with any protective
                  order that covers the Proprietary Information to be disclosed.

         28.6     Each Party agrees that the Discloser would be irreparably
                  injured by a breach of this Section 28 by the Recipient or its
                  representatives and that the Discloser shall be entitled to
                  seek equitable relief, including injunctive relief and
                  specific performance, in the event of any breach of this
                  Section 28. Such remedies shall not be exclusive but shall be
                  in addition to all other remedies available at law or in
                  equity.

         28.7     CPNI related to either Party's subscribers obtained by virtue
                  of Local Interconnection or any other service provided under
                  this Agreement shall be the Discloser's Proprietary
                  Information and may not be used by the Recipient for any
                  purpose except performance of its obligations under this
                  Agreement, and in connection with such performance, shall be
                  disclosed only to employees, authorized contractors and
                  authorized agents with a need to know, unless the subscriber
                  expressly directs the Discloser to disclose such information
                  to the Recipient pursuant to the requirements of Section
                  222(c)(2) of the Act. If the Recipient seeks and


<PAGE>

                                                                          Part A

                  obtains written approval to use or disclose such CPNI from the
                  Discloser, such approval shall be obtained only in compliance
                  with Section 222(c)(2) and, in the event such authorization is
                  obtained, the Recipient may use or disclose only such
                  information as the Discloser provides pursuant to such
                  authorization and may not use information that the Recipient
                  has otherwise obtained, directly or indirectly, in connection
                  with its performance under this Agreement.

         28.8     Except as otherwise expressly provided in this Section 28,
                  nothing herein shall be construed as limiting the rights of
                  either Party with respect to its subscriber information under
                  any applicable law, including, without limitation, Section 222
                  of the Act.

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

29.      NOTICES

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

         To CO-PROVIDER:

         F. Lynne Powers
         Vice President-- Finance
         J. Jeffrey Oxley -- Director of Regulatory Affairs
         Advanced Telecommunications,lnc.
         710 Second Avenue South, Suite 1200
         Minneapolis, MN 55402
         Phone:   (612) 376-4400
         Fax:     (612)376-4411

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

         To U S WEST:

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

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


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

31.      WARRANTIES

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

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

32.      DEFAULT

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

                  32.1.1   if such material breach is for non-payment of amounts
                           due hereunder pursuant to this Agreement, the
                           breaching Party shall cure such breach within thirty
                           (30) calendar days of receiving such notice. The
                           non-breaching Party shall be entitled to pursue all
                           available legal and equitable remedies for such
                           breach. Amounts


<PAGE>

                                                                          Part A

                           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) calendar days or within a period of time
                           equivalent to the applicable interval required by
                           this Agreement, whichever is shorter. If the
                           breaching Party does not cure such breach within the
                           applicable time period, the non-breaching Party may,
                           at its sole option, terminate this Agreement, or any
                           parts hereof. The non-breaching Party shall be
                           entitled to pursue all available legal and equitable
                           remedies for such breach. Notice under this
                           Subsection 32.1.2 may be given electronically or by
                           facsimile, provided that a hard copy or original of
                           such notice is sent by overnight delivery service.

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

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

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

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

33.      REMEDIES

         33.1     In the event U S WEST fails to switch a subscriber to
                  CO-PROVIDER service as provided in this Agreement, U S WEST
                  shall reimburse CO-PROVIDER in an amount equal to all fees
                  paid by such subscriber to U S WEST for such
                  failed-to-be-transferred services from the time of such
                  failure to switch to the time at which the subscriber switch
                  is accomplished. This remedy shall be in addition to all other
                  remedies available to CO-PROVIDER under this Agreement or
                  otherwise available.

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



<PAGE>

                                                                          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
                  CO-PROVIDER from providing its Telecommunications Services to
                  other carriers. This Agreement shall not provide any person
                  not a party hereto with any remedy, claim, liability,
                  reimbursement, claim of action, or other right in excess of
                  those existing without reference hereto.

36.      PHYSICAL SECURITY

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

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

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

                  36.1.3   U S WEST wiII comply at all times with U S WEST
                           security and safety procedures at the individual
                           central office locations where CO-PROVIDER 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 CO-PROVIDER to inspect or observe
                           its physical spaces which house or contain
                           CO-PROVIDER equipment or equipment enclosures at any
                           time upon completion of the physical collocation
                           quotation. Upon completion of the build out of the
                           physical space, U S WEST will furnish CO-PROVIDER
                           with all keys,

<PAGE>

                                                                          Part A

                           entry codes, lock combinations, or other materials or
                           information which may be needed to gain entry via
                           direct access to CO-PROVIDER's physical space

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

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

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

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

37.      NETWORK SECURITY

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

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

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

38.      REVENUE PROTECTION

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

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


<PAGE>

                                                                          Part A

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

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

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

39.      LAW ENFORCEMENT INTERFACE

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

40.      COLLOCATION

         40.1     General Description

                  40.1.1   COLLOCATION IS THE RIGHT OF CO-PROVIDER TO OBTAIN
                           DEDICATED SPACE IN U S WEST LOCAL SERVING OFFICE
                           (LSO) OR OTHER U S WEST LOCATIONS, INCLUDING, BUT NOT
                           LIMITED TO, U S WEST SERVING WIRE CENTER AND TANDEM
                           OFFICES, AS WELL AS ALL BUILDINGS OR SIMILAR
                           STRUCTURES OWNED OR LEASED BY U S WEST, WHETHER OR
                           NOT ON PUBLIC RIGHTS-OF WAY, THAT HOUSE U S WEST
                           NETWORK FACILITIES, INCLUDING, BUT NOT LIMITED TO,
                           VAULTS CONTAINING LOOP CONCENTRATORS OR SIMILAR
                           STRUCTURES, AND THE RIGHT TO PLACE EQUIPMENT IN SUCH
                           SPACES FOR THE PURPOSES OF INTERCONNECTION WITH U S
                           WESTS NETWORK OR ACCESS TO U S WEST'S UNBUNDLED
                           NETWORK ELEMENTS. COLLOCATION ALSO INCLUDES U S WEST
                           PROVIDING RESOURCES NECESSARY FOR THE OPERATION AND
                           ECONOMICAL USE OF COLLOCATED EQUIPMENT. (15)

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

                  40.1.3   CO-PROVIDER is responsible for bringing its own or
                           leased facilities to the U S WEST-designated Point of
                           Interface ("P0I"). U S WEST will extend CO-PROVIDER's
                           facilities from the P0I to the cable vault within the
                           wire center. If necessary, U S WEST may bring the
                           facilities into compliance with U S WEST internal
                           fire code standards and extend the facilities to the
                           collocated space.

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

----------
(15)   MCIm Order, p. 19 at Issue 31 and AT&T Order Issue 10.


<PAGE>

                                                                          Part A

                  40.1.5   CO-PROVIDER MAY COLLOCATE TRANSMISSION EQUIPMENT
                           (INCLUDING DIGITAL CROSS CONNECT SYSTEMS AND REMOTE
                           SWITCHING UNITS (RSU)) to TERMINATE BASIC
                           TRANSMISSION FACILITIES. CO-PROVIDER MAY NOT
                           COLLOCATE EQUIPMENT USED TO PROVIDE ENHANCED
                           services. CO-PROVIDER must identify what equipment
                           will be installed, to allow for U S WEST to use this
                           information in engineering the power, floor loading,
                           heat release, environmental participant level, and
                           HVAC. CO-PROVIDER shall not USE RSUS TO ENABLE THE
                           BYPASSING OF SWITCHED ACCESS CHARGES. U S WEST WILL
                           BE PERMITTED TO AUDIT CO-PROVIDER'S REPORTING OF
                           LOCAL AND TOLL CALLS. AT CO-PROVIDER'S EXPENSE,
                           CO-PROVIDER WILL BE REQUIRED TO BLOCK THE ABILITY OF
                           RSUS TO BYPASS SWITCHED ACCESS CHARGES, IF IT BECOMES
                           FEASIBLE TO DO SO.(16)

                  40.1.6   CO-PROVIDER MAY COLLOCATE THE AMOUNT AND TYPE OF
                           EQUIPMENT IT DEEMS NECESSARY IN ITS COLLOCATED SPACE
                           IN ACCORDANCE WITH FCC RULES AND REGULATIONS.(17)

                  40.1.7   Expanded Interconnection Channel Termination (EICT).
                           Telecommunications interconnection between
                           CO-PROVIDER's collocated equipment and U S WEST's
                           network may be accomplished via an Expanded
                           Interconnection Channel Termination (EICT). This
                           element can be at the DS-3, DS-1, DS-0, or any other
                           technically feasible level, subject to network
                           disclosure requirements of the FCC, depending on the
                           U S WEST service to which it is connected. The terms
                           and conditions of the tariff for EICT are
                           incorporated only to the extent that they are agreed
                           to by the Parties. Within ninety (90) days (or other
                           acceptable time agreed to by the Parties) of the
                           Effective Date of this Agreement, the Parties will
                           meet to review the tariff and seek resolution on
                           disagreed items.

                  40.1.8   Consistent with U S WEST's internal practice, within
                           ten (10) Business Days of CO-PROVIDER's request for
                           any space, U S WEST shall provide information
                           available to it regarding the environmental
                           conditions of the space provided for placement of
                           equipment and interconnection, including, but not
                           limited to, the existence and condition of asbestos,
                           lead paint, hazardous substance contamination, or
                           radon. Information is considered "available" under
                           this Agreement if it is in U S WEST's possession or
                           files, or the possession of an agent, contractor,
                           employee, lessor, or tenant of U S WEST's that holds
                           such information on U S WEST's behalf.

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

                  40.1.10  If the space provided for the placement of equipment,
                           Interconnection, or provision of service contains
                           environmental contamination or hazardous material,
                           particularly, but not limited to, asbestos, lead
                           paint or radon, which makes the placement of such

----------
(16)   MCIm Order, p. 20 at Issue 32 and AT&T Order Issue 9.

(17)   MCIm Order, p. 20 at Issue 32 and AT&T Order Issue 9.


<PAGE>

                                                                          Part A


                           equipment or interconnection hazardous, U S WEST
                           shall offer an alternative space, if available, for
                           CO-PROVIDER's consideration

         40.2     VIRTUAL COLLOCATION

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

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

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

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

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

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

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

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

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

                  40.2.10  CO-PROVIDER's virtually collocated equipment must
                           comply with the Bellcore Network Equipment Building
                           System (NEBS) Generic Equipment Requirements
                           TR-NWT-000063, electromagnetic compatibility (EMC)
                           per GR-1089-CORE, Company wire center environmental
                           and transmission standards and any statutory (local,
                           state or federal) and/or regulatory requirements, all
                           of the foregoing which may be in effect at the time
                           of equipment installation or which may subsequently
                           become effective. CO-PROVIDER shall provide U S WEST
                           interface specifications


<PAGE>

                                                                          Part A

                           (e.g., electrical, functional, physical and software)
                           of CO-PROVIDER's virtually collocated equipment.

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

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

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

         40.3     PHYSICAL COLLOCATION

                  40.3.1   U S WEST shall provide to CO-PROVIDER physical
                           collocation of equipment necessary for
                           Interconnection or for access to unbundled Network
                           Elements, except that U S WEST shall provide for
                           virtual collocation where space is available or
                           expansion or rearrangement is possible if U S WEST
                           demonstrates to the Commission that physical
                           collocation is not practical for technical reasons or
                           because of space limitations, as provided in Section
                           251(c)(6) of the Act. CO-PROVIDER shall pay a
                           prorated amount for expansion of said space. U S WEST
                           shall provide such collocation for the purpose of
                           Interconnection or access to unbundled Network
                           Elements, except as otherwise mutually agreed to in
                           writing by the Parties or as required by the FCC or
                           the Commission, subject to the rates, terms and
                           conditions of this Agreement.

                  40.3.1.1 U S WEST SHALL PERMIT CO-PROVIDER TO USE VENDORS FOR
                           ALL REQUIRED ENGINEERING AND INSTALLATION SERVICES
                           ASSOCIATED WITH ITS COLLOCATED EQUIPMENT WHICH ARE
                           BEING COLLOCATED BY CO-PROVIDER PURSUANT TO THIS
                           AGREEMENT. WITHIN ONE HUNDRED AND TWENTY (120) DAYS
                           AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, U S WEST
                           AND CO-PROVIDER SHALL COMPOSE AND AGREE ON A LIST OF
                           APPROVED VENDORS AND/OR AGREE ON MINIMUM
                           QUALIFICATIONS FOR SUCH CONTRACTORS CONSISTENT WITH
                           INDUSTRY STANDARDS, SUCH AGREEMENT NOT TO BE
                           UNREASONABLY WITHHELD. IN THE EVENT SUCH AGREEMENT
                           CANNOT BE REACHED AND THE DISPUTE RESOLUTION PROCESS
                           OUTLINED IN SECTION 27 ABOVE HAS NOT CONCLUDED ON THE
                           ISSUE OF APPROVED VENDORS, THE LIST OF APPROVED
                           VENDORS MAINTAINED BY U S WEST AS OF THE EFFECTIVE
                           DATE OF THIS AGREEMENT SHALL BE THE DEFAULT LIST
                           UNTIL THE CONCLUSION OF THE DISPUTE RESOLUTION
                           PROCESS.(18)

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

----------
(18)   AT&T Order, p. 8 at Issue 9c.


<PAGE>

                                                                          Part A

                           conditions in this Agreement. In addition, all
                           applicable physical collocation recurring charges
                           shall apply.

                  40.3.3   CO-PROVIDER will be allowed access to the P0I on
                           non-discriminatory terms. CO-PROVIDER owns and is
                           responsible for the installation, maintenance and
                           repair of its equipment located within the space
                           rented from U S WEST.

                  40.3.4   CO-PROVIDER must use leased space as soon as
                           reasonably possible and may not warehouse space for
                           later use or sublease to another provider. Physical
                           collocation is offered on a space-available,
                           first-come, first-served basis.

                  40.3.5   The minimum standard leasable amount of floor space
                           is one hundred (100) square feet. CO-PROVIDER must
                           efficiently use the leased space and no more than
                           fifty percent (50%) of the floor space MAY BE USED
                           FOR STORAGE CABINETS AND WORK SURFACES. CO-PROVIDER
                           AND U S WEST MAY NEGOTIATE OTHER STORAGE ARRANGEMENTS
                           ON A CASE-BY-CASE BASIS.(19) CO-PROVIDER MAY STORE
                           SPARES WITHIN ITS COLLOCATED SPACE.

                  40.3.6   CO-PROVIDER's leased floor space will be separated
                           from other competitive providers and U S WEST space
                           through cages or hard walls. CO-PROVIDER may elect to
                           have U S WEST construct the cage, or choose from U S
                           WEST approved contractors to construct the cage,
                           meeting U S WEST's installation Technical Publication
                           77350. Any deviation to CO-PROVIDER's request must be
                           approved.

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

                           (a)      Heating, ventilation and air conditioning.

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

                  40.3.8   U S WEST Responsibilities

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

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

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

                           (d)      Extend U S WEST-provided and owned fiber
                                    optic, copper OR COAXIAL(20) cable,
                                    whichever is more efficient, from the P01
                                    through the cable vault and extend the cable
                                    to CO-PROVIDER's leased physical space or
                                    place the cable in fire retardant tubing
                                    prior to extension to CO-PROVIDER's leased
                                    physical space.

----------
(19)   AT&T Order, p. 10 at Issue 10(a).

(20)   AT&T Order, p. 10, Issue 10(a).


<PAGE>

                                                                          Part A

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

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

                  40.3.9   CO-PROVIDER Responsibilities

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

                           (b)      Procure, install and maintain fiber optic,
                                    copper or COAXIAL(21) facilities up to the
                                    U S WEST designated P01

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

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

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

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

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

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

----------
(21)   AT&T Order, p. 10, Issue 10(a).


<PAGE>

                                                                          Part A

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

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

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

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

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

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

                  40.3.20  [Intentionally left blank for numbering consistency]

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

                           (a)      additional work restriction guidelines.


<PAGE>

                                                                          Part A

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

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

                                    CO-PROVIDER may obtain the above documents
                                    from:
                                             Faison Office Products Company
                                             3251 Revere St., Suite 200
                                             Aurora, Colorado 80011
                                             (303) 340-3672

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

                                             Engineering
                                             Physical & Logical Security
                                             Provisioning
                                             Billing
                                             Operations
                                             Site and Building Managers
                                             Environmental and Safety

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

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

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

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


<PAGE>

                                                                          Part A

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

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

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

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

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

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

                                    vii.     ensure that installed equipment
                                             meets Bellcore specifications.

         40.4     COLLOCATION RATE ELEMENTS

                  40.4.1   COMMON RATE ELEMENTS

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

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

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

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


<PAGE>

                                                                          Part A

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

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

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

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

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

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

                  40.4.2   PHYSICAL COLLOCATION RATE ELEMENTS

                           The following rate elements apply only to physical
collocation arrangements:

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

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


<PAGE>

                                                                          Part A

                  40.4.3   VIRTUAL COLLOCATION RATE ELEMENTS

                           The following rate elements apply only to virtual
collocation arrangements:

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

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

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

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

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

         40.5.    COLLOCATION INSTALLATION INTERVALS

                  40.5.1   U S WEST shall have a period of thirty (30) calendar
                           days after receipt by CO-PROVIDER of a Request for
                           Collocation to provide CO-PROVIDER with a written
                           quotation containing all nonrecurring charges and
                           fees for the requested collocation (the "Quotation
                           Preparation Period"). CO-PROVIDER shall make payment
                           of fifty percent (50%) of the nonrecurring charges
                           and fees upon acceptance of the


<PAGE>

                                                                          Part A

                           quotation ("Initial Payment") with the remainder due
                           upon completion of the construction. In the event
                           CO-PROVIDER disputes the amount of U S WEST's
                           proposed nonrecurring charges and fees, CO-PROVIDER
                           shall deposit fifty percent (50%) of the nonrecurring
                           charges and fees into an interest bearing escrow
                           account prior to the commencement of construction
                           ("Initial Deposit"). The remainder of the
                           nonrecurring charges and fees shall be deposited into
                           the escrow account upon completion of the
                           construction. Upon resolution of the dispute, the
                           escrow agent shall distribute amounts in the account
                           in accordance with the resolution of such dispute and
                           any interest that has accrued with respect to amounts
                           in the account shall be distributed proportionately
                           to the Parties. U S WEST shall complete installation
                           pursuant to the CO-PROVIDER Request for Collocation
                           within a maximum of three (3) months after the
                           Initial Payment or Initial Deposit for physical or
                           virtual collocation. If there is a dispute between
                           U S WEST and CO-PROVIDER regarding the amount of any
                           nonrecurring charges and fees, such dispute shall be
                           resolved in accordance with Section 27 above. The
                           pendency of any such dispute shall not affect the
                           obligation of U S WEST to complete collocation within
                           the installation intervals described above.

41.      TECHNICAL REFERENCES - COLLOCATION

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

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

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

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

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

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

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

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

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

         41.9     TR-NWT-000840, Supplier Support Generic Requirements (SSGR),
                  (A Module of LSSGR, FR-NWT-000064), Issue 1 (Bellcore,
                  December1991);

         41.10    TR-NWT-001 275 Central Office Environment
                  Installations/Removal Generic Requirements, Issue 1, January
                  1993; and

<PAGE>

                                                                          Part A

         41.11    Underwriters' Laboratories Standard, UL 94.

42.      NUMBER PORTABILITY

         42.1     INTERIM NUMBER PORTABILITY (INP)

                  42.1.1   GENERAL TERMS

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

                           (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 NP Customer
                                    numbers to permanent number portability.
                                    Upon implementation of permanent number
                                    portability pursuant to FCC regulations,
                                    both Parties agree to conform and provide
                                    such permanent number portability. The
                                    Parties agree to expeditiously convert
                                    Customers from interim number portability to
                                    permanent number portability, provided that
                                    the interim service is not removed until the
                                    Customer has been converted.

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

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

                           (f)      Where either Party has activated an entire
                                    NXX, or activated a substantial portion of
                                    an NXX with the remaining numbers in that
                                    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 CO-PROVIDER or by
                                    CO-PROVIDER to U S WEST.


<PAGE>

                                                                          Part A

                           (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 CO-PROVIDER's dilatable local
                                    number. CO-PROVIDER may terminate the call
                                    as desired. Additional capacity for
                                    simultaneous call forwarding is available
                                    where technically feasible on a per path
                                    basis. CO-PROVIDER will need to specify the
                                    number of simultaneous calls to be forwarded
                                    for each number ported.

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

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

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

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

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

                                    iii.     For both RI-PH and DN-RI the trunks
                                             used may, at CO-PROVIDER's option,
                                             be the same as those used for
                                             exchange of other local traffic
                                             with U S WEST. At CO-PROVIDER's
                                             option, the trunks shall employ SS7
                                             or in band signaling and may be one
                                             way or two way.

                           (g)      INP is subject to the following
                                    restrictions:


<PAGE>

                                                                          Part A

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

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

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

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

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

                  42.1.3   ORDERING AND MAINTENANCE

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

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

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

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

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

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


<PAGE>

                                                                          Part A

                                    connection to the SCC ALI database pursuant
                                    to the same process and procedures SCC makes
                                    available to U S WEST.

         42.2     Permanent Number Portability (PNP)

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

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

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

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

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

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

                  42.2.7   Prior to implementation of PNP, the Parties agree to
                           develop, implement, and maintain efficient methods to
                           maintain 911 database integrity when a subscriber
                           ports to another service provider. The Parties agree
                           that the Customer should not be dropped from the 911
                           database during the transition.

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


<PAGE>

                                                                          Part A

                           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 CO-PROVIDER and U S WEST shall:

                           (a)      support all emergency and operator services.

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

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

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

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

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

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

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

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

                  42.2.16  For a local call to a ported number, the originating
                           carrier is the "N-1" carrier. It will perform an
                           external database query as soon as the call reaches
                           the first PNPcapable 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.


<PAGE>

                                                                          Part A

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

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

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

         42.3     REQUIREMENTS FOR INP AND NP

                  42.3.1   [Intentionally left blank for numbering consistency]

                  42.3.2   CUT-OVER PROCESS

                           The Parties shall cooperate in the process of porting
                           numbers from one carrier to another so as to limit
                           service outage for the ported subscriber. This shall
                           include, but not be limited to, each Party updating
                           its respective network element translations within
                           fifteen (15) minutes following notification by the
                           industry SMS, or ported-to local service provider,
                           and deploying such temporary translations as may be
                           required to minimize service outage, e.g.,
                           unconditional triggers. In addition, CO-PROVIDER
                           shall have the right to determine who initiates the
                           order for INP in specific cut-over situations. The
                           time frames in this paragraph shall be pursuant to
                           Generic Requirements for SCP Application and GTT
                           Function for Number Portability, Issue 0.99, January
                           6,1997 and subsequent versions which may be adopted
                           from time to time. The Parties shall cooperate to
                           review and, if necessary, adjust the above time frame
                           based on their actual experiences.

                  42.3.3   TESTING

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

                  42.3.4   ENGINEERING AND MAINTENANCE

                           (a)      U S WEST and CO-PROVIDER will cooperate to
                                    ensure that performance of trunking and
                                    signaling capacity is engineered and managed
                                    at levels which are at least the same level
                                    of service as provided by U S WEST to its


<PAGE>

                                                                          Part A

                                    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 CO-PROVIDER
                           subscribers, U S WEST shall provide the following:

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

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

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

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

                           (b)      When PNP is in place:

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

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

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


<PAGE>

                                                                          Part A

                                    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.

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

44.      DIRECTORY LISTINGS

         44.1     DIRECTORY LISTINGS GENERAL REQUIREMENTS

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

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

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

                  44.1.4   CO-PROVlDER 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 CO-PROVIDER 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 CO-PROVIDER business Customer Primary Listing
                           shall be provided, at no charge, the same yellow page
                           classified courtesy Listings that U S WEST provides
                           its Customers.


<PAGE>

                                                                          Part A

                  44.1.7   U S WEST shall also ensure that its directory
                           publisher publishes all types of Listings for
                           CO-PROVIDER Customers that are available to U S WEST
                           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   CO-PROVIDER end user Listings properly identified by
                           CO-PROVIDER as State, Local, and Federal government
                           Listings shall be appropriately coded in the U S WEST
                           Directory Listing database. U S WEST will provide
                           government code information to CO-PROVIDER.

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

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

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

                  44.1.12  FOR WHITE PAGES AND YELLOW PAGES ADVERTISING, U S
                           WEST SHALL ENSURE THAT (a) U S WEST'S DIRECTORY
                           PUBLISHER SELL SUCH ADVERTISING ON A
                           NONDISCRIMINATORY BASIS TO CO-PROVIDER CUSTOMERS, (b)
                           CHARGES FOR SUCH ADVERTISING WILL BE BILLED BY U S
                           WEST'S DIRECTORY PUBLISHER IN THE SAME MANNER AS IT
                           BILLS FOR U S WEST'S CUSTOMERS' ADVERTISEMENTS, AND
                           (c) CO-PROVIDER SHALL RECEIVE COMMISSIONS OR OTHER
                           COMPENSATION FROM U S WEST'S DIRECTORY PUBLISHER ON
                           ALL COMPENSATION GENERATED BY SUCH ADVERTISING AT NO
                           LESS THAN THE COMMISSION OR COMPENSATION RATE PAID TO
                           U S WEST OR ANY OF ITS AFFILIATES.(22)

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

                  44.1.14  U S WEST shall ensure a third party distributes
                           appropriate alphabetical and classified directories
                           (white and yellow pages) and recycling services to
                           CO-PROVIDER Customers at parity with U S WEST end
                           users, including providing directories, a) upon
                           establishment of new service; b) during annual mass
                           distribution; and c) upon Customer request.

----------
(22)   Procedural Order, July 14,1997, pages 6-8.


<PAGE>

                                                                          Part A

                  44.1.15  AT NO CHARGE, USWEST SHALL ENSURE THAT EACH DIRECTORY
                           COVER INDICATES INCLUSION OF CO-PROVIDER CUSTOMER
                           LISTINGS.(23)

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

                  44.1.17  CO-PROVIDER SHALL RECEIVE THE SAME TREATMENT AS U S
                           WEST RECEIVES WITH RESPECT TO WHITE AND YELLOW PAGE
                           MATTERS.(24)

         44.2     SCOPE

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

                           EITHER:

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

                           OR:

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

                           (c)      U S WEST SHALL BE ENTITLED TO RETAIN ALL
                                    REVENUE ASSOCIATED WITH ANY SALES PURSUANT
                                    TO SUBPARAGRAPHS (a) AND (b) ABOVE.(25)

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

----------
(23)   Arizona Bench Order, May 29, 1997, p. 1600, Procedural Order, July 14,
       1997 at page 9.

(24)   Arizona Bench Order, May 29, 1997, p. 1600, Procedural Order, July 14,
       1997 at page 9.

(25)   Procedural order, July 14, 1997 at page 10.


<PAGE>

                                                                          Part A

         44.4     CO-PROVIDER RESPONSIBILITIES

                  44.4.1   CO-PROVIDER AGREES TO PROVIDE TO U S WEST ITS end
                           user names, addresses and telephone numbers in a
                           standard mechanized format, as utilized by U S WEST.

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

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

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

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

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

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

45.      [INTENTIONALLY LEFT BLANK FOR NUMBERING CONSISTENCY]

46.(26)  U S WEST DEX ISSUES

         U S WEST AND CO-PROVIDER AGREE THAT CERTAIN ISSUES, SUCH AS YELLOW PAGE
         ADVERTISING, DIRECTORY DISTRIBUTION, ACCESS TO CALL GUIDE PAGES, AND
         YELLOW PAGE LISTINGS, WILL BE THE SUBJECT OF NEGOTIATIONS BETWEEN
         CO-PROVIDER AND DIRECTORY PUBLISHERS, INCLUDING U S WEST DEX. U S WEST
         ACKNOWLEDGES THAT CO-PROVIDER MAY REQUEST U S WEST TO FACILITATE
         DISCUSSIONS BETWEEN CO-PROVIDER AND U S WEST DEX.

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

         47.1(27) EACH PARTY SHALL PROVIDE THE OTHER PARTY NONDISCRIMINATORY
                  ACCESS TO POLES, DUCTS, RIGHTS-OF-WAY AND CONDUITS IT CONTROLS
                  ON TERMS, CONDITIONS AND PRICES AS DESCRIBED HEREIN. WHILE THE
                  LANGUAGE IN SECTION 47 DESCRIBES THE PROVISION OF POLES,
                  DUCTS, RIGHTS-OF-WAY AND CONDUITS BY U S WEST TO CO-PROVIDER,
                  THE LANGUAGE IN THIS SECTION SHALL APPLY RECIPROCALLY TO THE
                  PROVISION BY CO-PROVIDER TO U S WEST OF POLES, DUCTS,
                  RIGHTS-OF-WAY AND CONDUITS NOT USED BY CO-PROVIDER TO PROVIDE
                  EXCLUSIVELY LONG DISTANCE SERVICES.(28)

         47.2     [Intentionally left blank for numbering consistency]

----------
(26)   MCIm Order, p. 23 at Issue 36 and AT&T Order Issue 70.

(27)   MOIm Order, p. 22 at Issue 35.

(28)   MCIm Order, p.22 at Issue 35; Procedural Order, July 14,1997 at pages
     10-11.


<PAGE>

                                                                          Part A

         47.3     DEFINITIONS

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

         47.4     REQUIREMENTS

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

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

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

                  47.4.4   U S WEST shall offer the use of such poles, ducts,
                           conduits and ROW it has obtained from a third party
                           to CO-PROVIDER, to the extent such agreement does not
                           prohibit U S WEST from granting such rights to
                           CO-PROVIDER. They shall be offered to CO-PROVIDER on
                           the same terms as are offered to U S WEST. U S WEST
                           SHALL EXERCISE ITS EMINENT DOMAIN AUTHORITY WHEN
                           NECESSARY TO EXPAND AN EXISTING ROW OVER PRIVATE
                           PROPERTY IN ORDER TO ACCOMMODATE A REQUEST FROM
                           CO-PROVIDER FOR ACCESS TO SUCH ROW.(29) CO-PROVIDER
                           shall

----------
(29)   AT&T Order, p. 30 at Issue 55.


<PAGE>

                                                                          Part A

                           reimburse U S WEST for U S WEST's reasonable costs,
                           if any, incurred as a result of the exercise of its
                           eminent domain authority on behalf of CO-PROVIDER in
                           accordance with the provisions of this paragraph.

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

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

                  47.4.7   U S WEST AGREES TO PROVIDE CURRENT DETAILED
                           ENGINEERING AND OTHER PLANT RECORDS AND DRAWINGS FOR
                           SPECIFIC REQUESTS FOR POLES, DUCTS, CONDUIT AND ROW,
                           INCLUDING FACILITY ROUTE MAPS AT A CITY LEVEL, AND
                           THE FEES AND EXPENSES INCURRED IN PROVIDING SUCH
                           RECORDS AND DRAWINGS, ON THE EARLIER OF TWENTY (20)
                           BUSINESS DAYS FROM CO-PROVIDER'S REQUEST OR THE TIME
                           WITHIN WHICH U S WEST PROVIDES THIS INFORMATION TO
                           ITSELF OR ANY OTHER PERSON.(30) Such information
                           shall be of equal type 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 CO-PROVIDER to jointly examine with U S
                           WEST personnel, at no cost to CO-PROVIDER 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 CO-PROVIDER a Single Point
                           of Contact for negotiating all structure lease and
                           ROW arrangements.

                  47.4.9   U S WEST shall provide information regarding the
                           availability and condition of poles, ducts, conduit
                           and ROW within five (5) Business Days of
                           CO-PROVIDER's request if the information then exists
                           in U S WEST's records (a records based answer) and
                           within twenty (20) Business Days of CO-PROVIDER's
                           request if U S WEST must physically examine the
                           poles, ducts, conduits and ROW (a field based answer)
                           ("Request"). CO-PROVIDER shall have the option to be
                           present at the field based survey and U S WEST shall
                           provide CO-PROVIDER at least twenty-four (24) hours'
                           notice prior to the start of such field survey.
                           During and after this period, U S WEST shall allow
                           CO-PROVIDER personnel to enter manholes and equipment
                           spaces and view pole structures to inspect such
                           structures in order to confirm usability or assess
                           the condition of the structure. U S WEST shall send
                           CO-PROVIDER a written notice confirming availability
                           pursuant to the Request within such twenty (20) day
                           period ("Confirmation").

                  47.4.10  RESERVATION. 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, CONDUIT AND ROW FOR CO-PROVIDER THAT
                           CO-PROVIDER MAY

----------
(30)   MCIm Order, p. 22, Issue 35.


<PAGE>

                                                                          Part A

                           REASONABLY REQUEST. CO-PROVIDER SHALL PAY AN
                           APPROPRIATE RESERVATION FEE MUTUALLY AGREED UPON BY
                           THE PARTIES FOR SUCH RESERVATION AND SHALL ELECT
                           WHETHER TO ACCEPT THE POLES, DUCTS, CONDUITS, OR ROW
                           WITHIN THE NINETY (90) DAY PERIOD FOLLOWING
                           CONFIRMATION. CO-PROVIDER MAY ACCEPT SUCH FACILITIES
                           BY SENDING WRITTEN NOTICE TO U S WEST ("ACCEPTANCE").

                           47.4.10.1   RIGHT OF FIRST REFUSAL. DURING THE
                                       RESERVATION PERIOD, IF ANOTHER PARTY,
                                       INCLUDING U S WEST, MAKES A BONA FIDE AND
                                       GOOD FAITH REQUEST FOR THE USE OF ANY
                                       POLES, DUCTS, CONDUITS OR ROW THAT
                                       CO-PROVIDER HAS PREVIOUSLY RESERVED,
                                       CO-PROVIDER SHALL HAVE A "RIGHT OF FIRST
                                       REFUSAL" OVER THESE FACILITIES. IF
                                       CO-PROVIDER CHOOSES TO EXERCISE ITS RIGHT
                                       OF FIRST REFUSAL, IT SHALL DO SO BY
                                       PROVIDING U S WEST WRITTEN NOTICE OF SAME
                                       WITHIN TEN (10) BUSINESS DAYS FOLLOWING
                                       RECEIPT OF WRITTEN NOTICE FROM U S WEST
                                       ADVISING CO-PROVIDER, OF THE BONA FIDE
                                       AND GOOD FAITH REQUEST.

                           47.4.10.2   EXERCISE OF RIGHT OF FIRST
                                       REFUSAL/RESERVATION. TO ENSURE PROPER USE
                                       OF RESERVED FACILITIES, AFTER THE
                                       EXPIRATION OF THE RESERVATION PERIOD OR
                                       UPON EXERCISE OF ITS RIGHT OF FIRST
                                       REFUSAL, WHICHEVER OCCURS EARLIER,
                                       CO-PROVIDER MUST BEGIN PAYING THE
                                       APPROVED RATE FOR ACCESS (WHETHER OR NOT
                                       IT HAS ACTUALLY INSTALLED CONDUIT OR
                                       CABLE) AND SHALL BEGIN CONSTRUCTION ON
                                       THE FACILITY WITHIN SIX (6) MONTHS, OR
                                       RELEASE ITS RESERVATION.

                  47.4.11  RESERVATION. AFTER ACCEPTANCE BY CO-PROVIDER,
                           CO-PROVIDER SHALL HAVE SIX (6) MONTHS TO BEGIN
                           ATTACHMENT AND/OR INSTALLATION OF ITS FACILITIES TO
                           THE POLES, DUCTS, CONDUIT AND ROW OR REQUEST U S WEST
                           TO BEGIN MAKE READY OR OTHER CONSTRUCTION ACTIVITIES.
                           ANY SUCH CONSTRUCTION, INSTALLATION OR MAKE READY BY
                           CO-PROVIDER SHALL BE COMPLETED BY THE END OF ONE (1)
                           YEAR AFTER ACCEPTANCE. CO-PROVIDER SHAII NOT BE IN
                           DEFAULT OF THE 6-MONTH OR 1-YEAR REQUIREMENT ABOVE IF
                           SUCH DEFAULT IS CAUSED IN ANY WAY BY ANY ACTION,
                           INACTION OR DELAY ON THE PART OF U S WEST OR ITS
                           AFFILIATES OR SUBSIDIARIES.

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

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


<PAGE>

                                                                          Part A

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

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

                  47.4.16  CO-PROVIDER SHALL BEGIN PAYMENT FOR THE USE OF
                           EXISTING POLES, DUCTS, CONDUIT AND ROW WITHIN NINETY
                           (90) DAYS FOLLOWING CONFIRMATION. (31)

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

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

                  47.4.19  U S WEST shall rearrange, modify and/or make ready
                           any conduit system or poles with retired cable by
                           removing such retired cable from conduit systems or
                           poles to allow for the efficient use of conduit space
                           and pole space. U S WEST SHALL TAKE ALL REASONABLE
                           STEPS TO EXPAND ITS FACILITIES TO ACCOMMODATE
                           CO-PROVIDER'S REQUEST, AND SHALL DO SO IN ACCORDANCE
                           WITH THE TIME FRAMES SET FORTH IN THIS SECTION
                           47O(32) Before denying access based on a lack of
                           capacity, U S WEST must explore potential
                           accommodations with CO-PROVIDER.

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

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

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

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

----------
(31)   MCIm Order, p. 22 at Issue 35.

(32)   AT&T Order, Issue 54.


<PAGE>

                                                                          Part A

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

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

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

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

48.      BONA FIDE REQUEST PROCESS FOR FURTHER UNBUNDLING

         48.1(33) 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.

----------
(33)   The MCIm Order, p. 9 at Issue 10, sets forth a stricter time line for U S
       WEST to follow in responding to BFRs than does the following agreed-upon
       language. The Parties have subsequently agreed to the time frames as set
       forth in this Section.


<PAGE>

                                                                          Part A

         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 CO-PROVIDER, be subject to this BFR.
                  process.

         48.3     A Request shall be submitted in writing and, at a minimum,
                  shall include: (a) a complete and accurate technical
                  description of each requested Network Element or
                  Interconnection; (b) the desired interface specifications; (c)
                  a statement that the Interconnection or Network Element will
                  be used to provide a Telecommunications Service; (d) the
                  quantity requested; (e) the location(s) requested; and (f)
                  whether CO-PROVIDER wants the requested item(s) and terms made
                  generally available. CO-PROVIDER may designate a Request as
                  Confidential.

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

         48.5     Unless otherwise agreed to by the Parties, within thirty (30)
                  calendar days of its receipt of the Request and all
                  information necessary to process it, U S WEST shall provide to
                  CO-PROVIDER a preliminary analysis of the Request. As
                  reasonably requested by CO-PROVIDER, U S WEST agrees to
                  provide status updates to CO-PROVIDER. U S WEST will notify
                  CO-PROVIDER if the quote preparation fee, if any, will exceed
                  $5,000. CO-PROVIDER will approve the continuation of the
                  development of the quote prior to U S WEST incurring any
                  reasonable additional expenses. The preliminary analysis shall
                  specify whether or not the requested Interconnection or access
                  to an unbundled Network Element is technically feasible and
                  otherwise qualifies as a Network Element or Interconnection as
                  defined under the Act.

                  48.5.1   IF U S WEST determines during the thirty (30) day
                           period that a Request is not technically feasible or
                           that the Request otherwise does not qualify as a
                           Network Element or Interconnection required to be
                           provided under the Act, U S WEST shall so advise
                           CO-PROVIDER as soon as reasonably possible of that
                           fact, and promptly provide a written report setting
                           forth the basis for its conclusion but in no case
                           later than ten (10) calendar days after making such
                           determination.

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

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


<PAGE>

                                                                          Part A

                           (a)      the applicable rates (recurring and
                                    nonrecurring), including the amortized
                                    development costs, as appropriate pursuant
                                    to Section 48.5.4 below, of the
                                    Interconnection or Network Element; or

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

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

         48.6     If U S WEST has used option (a) above in its Request quote,
                  then, within thirty (30) days of its receipt of the Request
                  quote, CO-PROVIDER must indicate its nonbinding interest in
                  purchasing the Interconnection or Network Element at the
                  stated quantities and rates, cancel it Request, or seek remedy
                  under the dispute resolution section of this Agreement.

         48.7     If U S WEST has used option (b) above in its Request quote,
                  then, within thirty (30) days of its receipt of the Request
                  quote, CO-PROVIDER must either agree to pay the development
                  costs of the Interconnection or Network Element, cancel its
                  Request, or seek remedy under the dispute resolution section
                  of this Agreement.

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

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

         48.10    To the extent possible, U S WEST will utilize information from
                  previously developed BFRs to address similar arrangements in
                  order to shorten the response times for the currently
                  requested BFR. In the event CO-PROVIDER has submitted a
                  Request for an Interconnection or a Network Element and U S
                  WEST determines in accordance with the provisions of this
                  Section 48 that the Request is technically feasible, the
                  Parties agree that CO-PROVIDER's subsequent request or order
                  for the identical type of 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


<PAGE>

                                                                          Part A

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

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

49.      AUDIT PROCESS

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

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

         49.3     Each Party shall bear its own expenses in connection with the
                  conduct of the Audit. The reasonable cost of special data
                  extractions required by the Requesting Party to conduct the
                  Audit will be paid for by the Requesting Party. For purposes
                  of this Section 49.3, a "Special Data Extraction" shall mean
                  the creation of an output record or informational report (from
                  existing data files) that is not created in the normal course
                  of business. If any program is developed to the Requesting
                  Party's specifications and at the Requesting Party's expense,
                  the Requesting Party shall specify at the time of request
                  whether the program is to be retained by the Audited Party for
                  reuse for any subsequent Audit. Notwithstanding the foregoing,
                  the Audited Party shall pay all of the Requesting Party's
                  external expenses (including, without limitation, the fees of
                  any independent auditor), in the event an Audit results in an
                  adjustment in the charges or in any invoice paid or payable by
                  the Requesting Party hereunder in an amount that is, on an
                  annualized basis, more than the greater of (a) one percent
                  (1%) of the amount in dispute or (b) $10,000.

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

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

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


<PAGE>

                                                                          Part A

         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. APPROPRIATE PROVISIONS OF THIS SECTION 49 THAT
                  APPLY TO AUDITS SHALL ALSO APPLY TO EXAMINATIONS, EXCEPT THAT
                  EITHER PARTY MAY CONDUCT ONLY A TOTAL OF NINE (9) EXAMINATIONS
                  AND AUDITS PER YEAR, WITH A MAXIMUM OF THREE (3) AUDITS PER
                  YEAR.(34)

50.      MISCELLANEOUS SERVICES

         50.1     Basic 911 and E91 1 General Requirements

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

                  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.

----------
(34)   Arizona Bench Order, May 29, 1997 Hearing, p.1613.


<PAGE>

                                                                          Part A

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

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

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

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

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

                  50.1.8   Basic 911 and E91 1 access from the CO-PROVIDER local
                           switch shall be provided to CO-PROVIDER in accordance
                           with the following:

                           50.1.8.1    If required by CO-PROVIDER, U S WEST
                                       shall interconnect direct trunks from the
                                       CO-PROVIDER network to the E911 Tandem
                                       for connection to the PSAP. Such trunks
                                       to the E91 1 Tandem may alternatively be
                                       provided by CO-PROVIDER.

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

                                       (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-91 1 database.

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

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


<PAGE>

                                                                          Part A

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

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

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

                  50.1.9   The following are Basic 911 and E911 Database
                           Requirements:

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

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

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

                           50.1.9.4    CO-PROVIDER assumes all responsibility
                                       for the accuracy of the data that
                                       CO-PROVIDER provides to U S WEST for MSAG
                                       preparation and E-91 1 Database
                                       operation.

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

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

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

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


<PAGE>

                                                                          Part A

                                    PROVIDER any variations to NENA
                                    recommendations required for ALI database
                                    input. The cost of magnetic tape transfer
                                    shall be borne by CO-PROVIDER.

                           50.1.9.9    U S WEST and CO-PROVIDER shall arrange
                                       for the automated input and periodic
                                       updating of the E91 1 database
                                       information related to CO-PROVIDER end
                                       users. For resold services, U S WEST
                                       shall work cooperatively with CO-PROVIDER
                                       to ensure the accuracy of the data
                                       transfer by verifying it against the
                                       Master Street Address Guide (MSAG). For
                                       CO-PROVIDER's customers served by
                                       unbundled Network Elements or through
                                       CO-PROVIDER's own facilities, CO-PROVIDER
                                       shall ensure the accuracy of its 911 data
                                       by verifying it against the MSAG.

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

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

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

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

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


<PAGE>

                                                                          Part A

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

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

                           50.1.9.17   U S WEST shall provide to CO-PROVIDER,
                                       for CO-PROVIDER Customers, E911/911 call
                                       routing to the appropriate Public Safety
                                       Answering Point ("PSAP") for resold
                                       lines. U S WEST shall provide and
                                       validate CO-PROVIDER Customer information
                                       to the PSAP in the same fashion as it
                                       does for its own Customers. U S WEST
                                       shall use its service order process to
                                       update and maintain, on the same schedule
                                       that it uses for its end users, the
                                       CO-PROVIDER Customer service information
                                       in the ALI/DMS used to support E91 1/911
                                       services. CO-PROVIDER may request,
                                       through the BFR process, similar services
                                       from U S WEST for their customers who are
                                       served on a non-resale basis.

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

                  50.1.10  The following are Basic 9lI and E911 Network
                           Requirements:

                           50.1.10.1   U S WEST, at CO-PROVlDER option, shall
                                       provide a minimum of two (2) E911 trunks
                                       per jurisdictional area, or that quantity
                                       which will maintain P0I transmission
                                       grade of service, or the level of service
                                       provided by U S WEST to itself, whichever
                                       is the higher grade of service. These
                                       trunks will be dedicated to routing 911
                                       calls from CO-PROVIDER switch to a U S
                                       WEST E911 tandem.

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

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

                           50.1.10.4   Copies of E911 Tandem Boundary Maps shall
                                       be available to CO-PROVIDER. Each map
                                       shows the areas served by that E91
                                       tandem. The map provides CO-PROVIDER the
                                       information necessary to set up its
                                       network to route E911 callers to the
                                       correct E911 tandem.


<PAGE>

                                                                          Part A

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

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

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

                           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.


<PAGE>

                                                                          Part A

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

                  50.1.11  Basic 911 and E911 Additional Requirements

                           50.1.11.1   All CO-PROVIDER lines that have been
                                       ported via INP shall reach the correct
                                       PSAP when 911 is dialed. U S WEST shall
                                       send both the ported number and the
                                       CO-PROVIDER number (if both are received
                                       from CO-PROVIDER). The PSAP attendant
                                       shall see both numbers 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   US WEST shall work with the appropriate
                                       government agency to provide CO-PROVIDER
                                       the ten-digit POTS number of each PSAP
                                       which sub-tends each U S WEST E91 1
                                       Tandem to which CO-PROVIDER is
                                       interconnected.

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

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

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

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

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

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

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

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


<PAGE>

                                                                          Part A

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

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

                  50.1.12  Performance Criteria. E-91 1 Database accuracy shall
                           be as set forth below:

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

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

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

         50.2     DIRECTORY ASSISTANCE SERVICE

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

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

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

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

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

                           50.2.3.3    U S WEST SHALL PROVIDE DIRECTORY
                                       ASSISTANCE to CO-PROVIDER Customers in
                                       accordance with U S WEST's internal
                                       operating


<PAGE>

                                                                          Part A

                                       procedures and standards, which shall, at
                                       a minimum, comply with accepted
                                       professional and industry standards.

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

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

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

                           50.2.3.7    SUBJECT TO THE APPLICABLE PROVISIONS OF
                                       THE APPLICABLE COLLECTIVE U S WEST
                                       BARGAINING AGREEMENTS, CO-PROVIDER SHALL
                                       BE PERMITTED TO PARTICIPATE IN ALL CALL
                                       MONITORING ACTIVITIES AVAILABLE TO U S
                                       WEST AND TO REMOTE CALL MONITOR AS
                                       CUSTOMARILY PRACTICED BY THE OUTSOURCE
                                       CUSTOMERS OF CALL CENTERS.(35)

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

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

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

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

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

                                       (e)   Any information provided by a
                                             Directory Assistance Automatic
                                             Response Unit (ARU) shall be
                                             repeated the same number of

----------
(35)   Arizona Bench Order, May 29, 1997 Hearing, pp. 1613-1614.


<PAGE>

                                                                          Part A

                                             times for CO-PROVIDER Customers as
                                             for U S WEST Customers.

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

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

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

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

         50.3     OPERATOR SERVICES

                  50.3.1   U S WEST shall provide, for the routing of local
                           Operator Services calls (including, but not limited
                           to, 0+, 0-) dialed by CO-PROVIDER Customers directly
                           to either the CO-PROVIDER operator service platform
                           or U S WEST operator service platform as specified by
                           CO-PROVIDER.

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

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

                           50.3.3.1    U S WEST AGREES TO PROVIDE CO-PROVIDER
                                       CUSTOMERS THE same Operator Services
                                       available to U S WEST Customers. U S WEST
                                       shall make available its service
                                       enhancements on a non-discriminatory
                                       basis.


<PAGE>

                                                                          Part A

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

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

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

                                        (c)    U S WEST shall complete calls for
                                               CO-PROVIDER'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 CO-PROVIDER shall
                                               designate to U S WEST the
                                               acceptable types of special
                                               billing.

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

                                       (e)   U S WEST shall complete collect
                                             calls.

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

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

                                       (h)   U S WEST shall process emergency
                                             calls.

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

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

                                       (k)   U S WEST shall process
                                             operator-assisted directory
                                             assistance calls.

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

                                       (m)   U S WEST operators shall provide
                                             CO-PROVIDER Customers with time and
                                             charges to the extent U S WEST
                                             provides such time and charges to
                                             its own end users. Based on
                                             technology available as of the
                                             Effective Date of this Agreement,
                                             the


<PAGE>

                                                                          Part A

                                             provision of time and charges to
                                             CO-PROVIDER Customers requires a
                                             separate CO-PROVIDER trunk groi.~
                                             to the U S WEST operator services
                                             platform to identify the caller as
                                             an CO-PROVIDER Customer.

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

                                       (O)(36) AT THE ELECTION OF CO-PROVIDER,
                                             WHEN AN CO-PROVIDER CUSTOMER
                                             REQUESTS A U S WEST OPERATOR TO
                                             PROVIDE INSTANT CREDIT ON AN
                                             OPERATOR SERVICES CALL, THE U S
                                             WEST OPERATOR SHALL EITHER INFORM
                                             THE CO-PROVLDER CUSTOMER THAT A
                                             CREDIT WILL BE GRANTED, OR SHALL
                                             INFORM THE CO-PROVIDER CUSTOMER TO
                                             CALL A TOLL FREE NUMBER FOR
                                             CO-PROVIDER CUSTOMER SERVICE TO
                                             REQUEST A CREDIT. U S WEST SHALL
                                             PROVIDE ONE (1) TOLL FREE NUMBER
                                             FOR BUSINESS CUSTOMERS AND ANOTHER
                                             FOR RESIDENTIAL CUSTOMERS.

                                             (i)      FOR RESOLD OPERATOR
                                                      SERVICES, U S WEST SHALL
                                                      CREDIT THE CO-PROVIDER
                                                      ACCOUNT IN ACCORDANCE WITH
                                                      THE SAME CREDIT PROCEDURES
                                                      WHICH ARE APPLIED TO U S
                                                      WEST'S OWN RETAIL
                                                      CUSTOMERS;

                                             (ii)     FOR OPERATOR SERVICES
                                                      OFFERED AS AN UNBUNDLED
                                                      NETWORK ELEMENT, U S WEST
                                                      SHALL CREDIT THE
                                                      CO-PROVIDER ACCOUNT FOR 50
                                                      PERCENT OF THE CHARGES,
                                                      EXCEPT WHERE A GREATER
                                                      CREDIT IS REQUIRED BY THE
                                                      COMMISSION'S SERVICE
                                                      QUALITY RULES AND
                                                      REGULATIONS.

                                       (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 CO-PROVIDER.

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

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

                  50.3.5   SUBJECT TO THE APPLICABLE PROVISIONS OF THE
                           APPLICABLE COLLECTIVE U S WEST BARGAINING AGREEMENTS,
                           CO-PROVIDER SHALL BE PERMITTED TO PARTICIPATE IN ALL
                           CALL MONITORING ACTIVITIES AVAILABLE TO U S WEST AND
                           TO REMOTE CALL MONITOR AS CUSTOMARILY PRACTICED BY
                           THE OUTSOURCE CUSTOMERS OF CALL CENTERS.(37)

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

----------
(36)   Procedural Order, July 14,1997, page 11-12.

(37)   Arizona Bench Order, May 29, 1997 Hearing, p. 1617.


<PAGE>

                                                                          Part A

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

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

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

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

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

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

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

                  50.3.14  All trunk interconnections will be digital.

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

                  50.3.16  BUSY LINE VERIFY AND INTERRUPT

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

                           50.3.16.2   When possible and where consistent with
                                       the service U S WEST provides to its own
                                       Customers and/or end users, U S WEST
                                       shall engineer its BLV/BLI facilities to
                                       accommodate the anticipated volume of
                                       BLV/BLI requests during the busy hour.
                                       CO-PROVIDER may, from time to time,
                                       provide its anticipated volume of BLV/BLI
                                       requests to


<PAGE>

                                                                          Part A

                                       U S WEST. In those instances when
                                       failures occur to significant portions of
                                       the BLV/BLI systems and databases and
                                       those systems and databases become
                                       unavailable, U S WEST shall promptly
                                       Inform CO-PROVIDER.

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

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

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

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

         50.4     DIRECTORY ASSISTANCE AND LISTINGS SERVICE REQUESTS

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

                           50.4.1.1    [Intentionally left blank for numbering
                                       consistency]

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

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


<PAGE>

                                                                          Part A

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

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

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

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

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

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

                                       (b)   Listing Instruction codes

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

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

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

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


<PAGE>

                                                                          Part A

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

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

         50.5     DIRECTORY ASSISTANCE DATA

                  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. CO-PROVIDER
                           MAY COMBINE THIS ELEMENT WITH ANY OTHER NETWORK
                           ELEMENT FOR THE PROVISION OF ANY TELECOMMUNICATIONS
                           SERVICE. (38)

                  50.5.2   U S WEST SHALL PROVIDE AN INITIAL load of Customer
                           records and Customer list information to CO-PROVIDER,
                           in a mutually-agreed-to format, via electronic
                           transfer, within thirty (30) calendar days 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.

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

                  50.5.4   U S WEST SHALL PROVIDE THE ABILITY for CO-PROVIDER to
                           electronically query the U S WEST Directory
                           Assistance Database and listings Database in a manner
                           at least consistent with and equal to that which U S
                           WEST provides to itself or any other Person.

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

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

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

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

----------
(38)   MCIm Order, p.11, Issue 14; CO-PROVIDER Order, p. 13, Issue 25.


<PAGE>

                                                                          Part A

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

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

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

51.      UNUSED TRANSMISSION MEDIA(39)

         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   DARKFIBERIS 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 Iightwave
                           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,(40) CO-PROVIDER 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, U S WEST shall make
                           available Unused Transmission Media to CO-PROVIDER
                           under a lease agreement or other arrangement.

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

----------
(39)   All bolded language in this Section is included per MCIm Order, pp. 8-9
       at Issue 9c and CO-PROVIDER Order Issue 22.

(40)   MCIm Order, pp. 8-9 at Issue 9c and AT&T Order Issue 22.


<PAGE>

                                                                          Part A

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

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

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

         51.4     REQUIREMENTS SPECIFIC TO DARK FIBER

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

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

         51.5     U S WEST MAY NOT RESERVE FUTURE CAPACITY OF ITS DARK FIBER FOR
                  ITS OWN USE, WITH THE exception of maintenance or emergency
                  spare. Maintenance and emergency spare ALSO WILL BE FOR THE
                  BENEFIT OF ANY CLEC WHICH HAS LEASED DARK FIBER FROM U S WEST.
                  FIBER WHICH U S WEST HAS INCLUDED AS PART OF ITS LOCAL SERVICE
                  RATE BASE, AND UPON WHICH IT RECEIVES A RATE OF RETURN, BUT
                  WHICH IS USED FOR OTHER THAN LOCAL SERVICE WILL BE SUBJECT TO
                  RECLAIM BY CLECS IN SUPPORT OF THEIR PROVISIONING OF LOCAL
                  SERVICE.(41)

         51.6     PORTIONS OF THE BANDWIDTH OF THE FIBER MAY BE SECTIONED AND
                  CO-PROVIDER MAY SHARE THE BANDWIDTH WITH U S WEST AND OTHER
                  CLECS.

----------
(41)   Procedural Order, July 14, 1997 at pages 12-13.


<PAGE>

                                                                          Part A

         51.7     THE FIBER SHOULD BE USED EFFICIENTLY AND TO A REASONABLE LEVEL
                  OF CAPACITY. CO-PROVIDER'S REQUEST TO LEASE DARK FIBER MUST
                  ESTABLISH THAT ANOTHER NETWORK ELEMENT OF COMPARABLE EXPENSE
                  CANNOT SATISFY CO-PROVIDER'S NEEDS. AT ITS DISCRETION,
                  CO-PROVIDER MAY SHARE FIBER CAPACITY WITH OTHER PARTIES, AND
                  SUCH SHARED-USE MAY JUSTIFY CO-PROVIDER'S NEED FOR THE FIBER.

         51.8     U S WEST MAY REVOKE THE LEASE OR OTHER USE ARRANGEMENT AND
                  RECLAIM ITS FIBER OR BANDWIDTH WITH TWELVE (12) MONTHS NOTICE
                  TO CO-PROVIDER, IF U S WEST CAN ESTABLISH THAT THE FIBER IS
                  NECESSARY TO MEET ITS BANDWIDTH REQUIREMENTS OR THOSE OF
                  ANOTHER REQUESTING CLEC, PROVIDED THAT THE ORIGINAL CLEC'S
                  TRANSPORTATION IS PROVIDED FOR BY ALTERNATIVE MEANS AND AT
                  COMPARABLE PRICES AND QUALITY. THE CONVERSION TO THE
                  ALTERNATIVE MEANS SHALL BE AT THE EXPENSE OF THE NEW USER OF
                  THE DARK FIBER, WHETHER THAT BE U S WEST OR ANOTHER CLEC. ONE
                  OF THE ALTERNATIVES MEANS TO BE CONSIDERED BY U S WEST WILL BE
                  THE SHARING OF BANDWIDTH.

         51.9     IF CO-PROVIDER OBTAINS ACCESS TO U S WEST'S DARK FIBER,
                  CO-PROVIDER SHALL MAKE ITS DARK FIBER AVAILABLE TO U S WEST ON
                  A COMPARABLE AND RECIPROCAL BASIS. THIS SECTION 51.9 SHALL NOT
                  TAKE EFFECT UNTIL CLECS (OTHER THAN WIRELESS CLECS) OPERATING
                  WITHIN U S WEST'S ARIZONA SERVICE TERRITORY PROVIDE SERVICE TO
                  AT LEAST 200,000 ACCESS LINES.

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 CO-PROVIDER requests a higher level of service
         than that provided by U S WEST to itself, CO-PROVIDER shall make the
         request pursuant to the BFR process.

         52.1     DEFINITIONS

                  PENDING ADOPTION OF SERVICE STANDARDS RULES BY THE COMMISSION,
                  THE FOLLOWING INTERIM PROVISIONS SHALL APPLY.

                  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 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 ARIZONA SHALL BE THE QUALITY OF
                           SERVICE WHICH U S WEST PROVIDES IN ARIZONA 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. NEITHER


----------
(42)   Section added per MCIm Order, p.17 at Issue 28 and AT&T Order, p.20 at
       Issues 36, 73, and 74.


<PAGE>

                                                                          Part A

                           PERFORMANCE PENALTIES NOR CREDITS WILL BE IMPOSED FOR
                           FAILURE TO COMPLY WITH SERVICE STANDARDS.

                  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 THE
                           SPECIFIED ACTIVITIES FOR CO-PROVIDER WILL MEET OR
                           EXCEED THE AVERAGE PERFORMANCE BY U S WEST FOR EACH
                           RESOLD OR UNBUNDLED NETWORK ELEMENT THE TOTAL
                           UNIVERSE OF FOR EACH SPECIFIED ACTIVITY.

         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. CO-PROVIDER
                  MAY SEEK REGULATORY OR OTHER LEGAL RELIEF INCLUDING REQUESTS
                  FOR SPECIFIC PERFORMANCE OF U S WEST'S OBLIGATIONS UNDER THIS
                  AGREEMENT.


<PAGE>

                                                                          Part A

         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
                  CO-PROVIDER 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 CO-PROVIDER, OR (C) ANY
                  FORCE MAJOR 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
                  CO-PROVIDER SUCH RECORDS IN A SELF-REPORTING FORMAT. THE
                  PARTIES AGREE THAT SUCH RECORDS SHALL BE DEEMED PROPRIETARY
                  INFORMATION.

         52.5     COST RECOVERY

                  U S WEST RESERVES THE RIGHT TO ATTEMPT TO RECOVER THE COSTS,
                  IF ANY, ASSOCIATED WITH THE CREATION OF THE ABOVE REPORTS AND
                  STANDARDS THROUGH A FUTURE PROCEEDING BEFORE A REGULATORY
                  BODY.

         52.6     CO-PROVIDER AND U S WEST ACKNOWLEDGE AND UNDERSTAND THAT THE
                  PERFORMANCE AND QUALITY OF SERVICE STANDARDS OUTLINED IN THIS
                  SECTION MAY BE SUPPLANTED OR SUPPLEMENTED BY THE GENERIC
                  PROCEEDING TO BE HELD BY THE COMMISSION TO DETERMINE PERMANENT
                  QUALITY OF SERVICE MEASUREMENTS/LIQUIDATED DAMAGES.(43)

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.

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.

----------
(43)   MCIm Order, p. 17 at Issue 28 and AT&T Order, p. 20 at Issues 36, 73,
       & 74.


<PAGE>

                                                                          Part A

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

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

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



-----------------------------------      ---------------------------------------
Signature                                *Signature

F. LYNNE POWERS                          KATHERINE L. FLEMING
-----------------------------------      ---------------------------------------
Name Printed/Typed                       Name Printed/Typed

VICE PRESIDENT- FINANCE                  VICE PRESIDENT- INTERCONNECTION
-----------------------------------      ---------------------------------------
Title                                    Title

-----------------------------------      ---------------------------------------
Date                                     Date

*    Signed as ordered by the arbitrator/commission in Docket Nos.
     U-2428-96-417, E-1051-96-417, U- 3175-96-479 and E-1 051-96-479. Signature
     does not indicate agreement with all aspects of the arbitrator's decision,
     nor does it waive any of U S WEST's right to seek judicial review of all or
     part of the agreement, or to reform the agreement as the result of
     successful judicial review.

**   This Agreement is made pursuant to Section 252 (i) of the Act and is
     premised upon the Interconnection Agreement between AT&T Communications of
     the Mountain States, Inc. and U S WEST Communications, Inc. (the
     "Underlying Agreement"). The Underlying Agreement was approved by the
     Commission on July 31, 1997.

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

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

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

iii)     This Agreement contains provisions based upon the decisions and orders
of the FCC and the Commission under and with respect to the Act. Currently,
court and regulatory proceedings affecting the subject matter of this Agreement
are in various stages, including the proceedings where certain of the rules and
regulations of the FCC are being challenged In addition, there is uncertainty in
the aftermath of the Supreme Court's decision in AT&T CORN, 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


<PAGE>

                                                                          Part A


has not been corrected to reflect the requirements, claims or outcomes of any of
the Proceedings, although the pricing does reflect the Commission's most current
generic order, if any. Accordingly, when a final, decision or decisions are made
in the Proceedings that automatically change and modify the Underlying
Agreement, then like changes and modifications will similarly be made to this
Agree~1ent. 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 25 1/252 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.