CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT.  PORTIONS FOR
 WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [*], [**], OR [***]. 
   MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                                   COMMISSION.


                            MASTER SERVICES AGREEMENT

                                     BETWEEN

                         WORLDPORT COMMUNICATIONS, INC.

                                       AND

                              NORTHERN TELECOM INC.



                                TABLE OF CONTENTS


ARTICLES:
Article 1 - Definitions
Article 2 - Scope of Agreement
Article 3 - Placement of Orders
Article 4 - Price and Payment
Article 5   Commencement of Services
Article 6 - Acceptance
Article 7 - Order Cancellation
Article 8   Intellectual Property Rights
Article 9 - Warranty
Article 10 - Liability for Bodily Injury, Property Damage and Patent
Infringement
Article 11 - Remedies and Limitation of Liability
Article 12 - Term and Termination
Article 13 - Confidentiality
Article 14 - Miscellaneous

EXHIBITS:
Exhibit A - Service Annexes



                            MASTER SERVICES AGREEMENT

This Master Services Agreement ("Agreement"), effective as of the ____ day of
______, 1998, is entered into by and between WorldPort Communications, Inc.
(hereinafter "Company"), a Delaware corporation with executive offices located
at 1825 Barrett Boulevard, Atlanta, Georgia 30144, and Northern Telecom Inc.
(hereinafter "Nortel"), a Delaware corporation with offices located at 2350
Lakeside Boulevard, Richardson, Texas 75082-4399.

WHEREAS, Company is engaged in providing communication services and products,
and providing and maintaining public and private communication networks; and

WHEREAS, Nortel, in conjunction with Nortel Affiliates, is engaged in the
design, development, manufacture and sale of various products and offers various
services, which can be used in connection with the communication services,
products and networks of Company; and

WHEREAS, Company wishes to be able to purchase various services from Nortel, and
Nortel is willing to sell such services to Company, subject to the terms and
conditions of this Agreement; and

NOW, THEREFORE, in consideration of the premises and mutual covenants and
agreements herein set forth, the parties agree as follows:

ARTICLE 1. DEFINITIONS

The following words shall have the meanings set forth below. Words in the
singular shall be held to include the plural and vice versa, and words of gender
shall be held to include the other gender as the context requires.

     1.1  "Background IPR" shall mean any Intellectual Property Rights that are
conceived, created, or developed by a party or its affiliates prior to, or
independently of, any Services performed pursuant to this Agreement.

     1.2  "Commencement Date" shall mean the date, as agreed to by the parties,
on which Nortel is to commence performance of Services ordered by Company
pursuant to this Agreement.

     1.3  "Confidential Information" shall mean all information, including
without limitation, specifications, drawings, documentation, designs, test
results, programs, know-how, pricing information and market information, of
every kind or description which may be disclosed by one party to the other party
in connection with this 


     Agreement; provided that, the disclosing party shall clearly mark all such
information disclosed in writing as the confidential or proprietary property of
the disclosing party and, in the case of oral disclosure, the disclosing party
shall identify the confidential or proprietary nature of any such information at
the time of such oral disclosure and shall provide a written summary (labeled as
confidential or proprietary) of the orally disclosed information to the
recipient within fifteen (15) business days following such disclosure.

     1.4  "Customized Service(s)" shall mean, individually and collectively, any
Services other than Standard Services, including, without limitation, those
Services described in Service Annex No. 2 of Exhibit A, if any.

      1.5 "Documentation" shall mean the documents which Nortel generally makes
available to its customers containing descriptive, operating, installation,
engineering and maintenance information for Products, as such documents may be
amended from time to time.
      
     1.6  "Effective Date" shall mean the date this Agreement becomes effective
which shall be the date first identified above.

     1.7  "Foreground IPR" shall mean any Intellectual Property Rights that are
conceived, created, or developed by a party or its affiliates in the course of
performing Services pursuant to this Agreement.

     1.8  "Hardware" shall mean, individually and collectively, the Nortel
equipment, which may be purchased by Company from Nortel from time to time.

     1.9  "Hazardous Material" shall mean any pollutants or dangerous, toxic or
hazardous substances (including without limitation, asbestos) as defined in, or
pursuant to the OSHA Hazard Communication Standard (29 CFR Part 1910, Subpart
Z), the Resource Conservation and Recovery Act (15 USC Section 6901, et seq.),
the Toxic Substances Control Act (15 USC Section 2601, et seq.), the
Comprehensive Environmental Response Compensation and Liability Act (42 USC
Section 9601, et seq.), and any other federal, state or local environmental law,
ordinance, rule or regulation.

     1.10 "Intellectual Property Rights" shall mean any and all rights in any
invention, discovery, improvement, utility model, copyright, industrial design
or mask work right, and any and all rights of whatever nature in computer
software and data, Confidential Information, trade secrets or know-how, and any
and all intangible rights and privileges of a nature similar to any of the
foregoing, in every case in any part of the world and whether or not registered,
and shall include all rights in any applications and granted applications for
any of the foregoing.

     1.11 "Nortel Affiliate" shall mean Nortel's parent corporation, Northern
Telecom Limited and any corporation controlled directly or indirectly by
Northern Telecom Limited through the ownership or control of shares or other
securities in such corporation.

     1.12 "Order" shall mean a numerically controlled purchase authorization
document issued by Company to Nortel specifying Services to be furnished by
Nortel pursuant to this Agreement.

     1.13 "Product(s)" shall mean, individually and collectively, the Hardware,
Software, and Documentation.

     1.14 "Service(s)" shall mean, individually and collectively, any of the
Standard Services and/or the Customized Services that Company may acquire from
Nortel pursuant to this Agreement.

     1.15 "Service Annex" shall mean, with respect to a specific type of
Service, additional or modified terms and conditions as set forth in Exhibit A
that are unique to such type of Service.

     1.16 "Service Site" shall mean the location or facility, as identified
within an Order, at which the applicable Services will be performed.

     1.17 "Software" shall mean (i) computer programs in object code form or
firmware which (a) are owned by, or licensed to, Nortel, (b) reside in Product
memories, tapes, disks or other media, and (c) provide basic logic operating
instructions and user-related application instructions, and (ii) documentation
associated with such computer programs which may be furnished by Nortel to
Company from time to time, but in no event shall Software include source code.

     1.18 "Standard Service(s)" shall mean, individually and collectively, any
of the services described in Service Annex No. 1 of Exhibit A, and shall be
deemed to include any similar services which Nortel adds to its generally
available service offerings or so identifies to Company in writing.

     1.19 "Statement of Work" shall mean a document that describes the scope,
activities, schedule, prices, deliverables (including, but not limited to, any
drawings, specifications, reports, designs, and test results to be prepared or
produced by Nortel), and/or any additional terms and conditions pertaining to
such Customized Service(s) as Company may from time to time request pursuant to
this Agreement.

ARTICLE 2. SCOPE OF AGREEMENT
     2.1  This Agreement sets forth the terms and conditions under which Company
may purchase Services from Nortel. All Services shall be performed in the United
States.

     2.2  To the extent any terms and conditions set forth in this Agreement are
inapplicable to a type of Service, the applicable terms and conditions and any
additional terms and conditions for such type of Service shall be set forth in a
Service Annex.

     2.3  All references to prices, charges, fees or other amounts herein shall
be in U.S. dollars and all documentation, correspondence and communication shall
be in the English language.

ARTICLE 3. PLACEMENT OF ORDERS

     3.1  When Company desires to order Services, Company shall submit to such
person as Nortel shall designate, an Order which shall at a minimum specify the
following, if applicable:

          (i)  the types and quantities of Services to be furnished by Nortel;

          (ii) the applicable prices, charges and fees with respect to such
          Services;

          (iii)     the Service Site(s) at which the Services are to be
          performed;

          (iv) the incorporation by reference of this Agreement;

          (v)  the requested Commencement Date of the Services; and

          (vi) any other information required under this Agreement to be
          included in an Order.

     3.2  All purchases of Services pursuant to this Agreement shall be made by
means of Orders issued from time to time by Company and accepted by Nortel in
writing within fifteen (15) business days after receipt of the Order.  In the
event that Nortel fails to provide its acceptance of an Order in writing within
such fifteen (15) business day period, such Order shall be deemed to be
accepted, provided that no additional or special terms and conditions have been
written on the face of or otherwise incorporated into such Order.  Nortel shall
have the right to reject any Order, or the applicable portion of such Order,
placed hereunder where Company has a separate agreement with Nortel for the
provision of the Services requested in such Order.

     3.3  All Orders issued by Company pursuant to this Agreement shall refer to
and specifically incorporate this Agreement by reference and the terms and
conditions herein shall govern the transaction resulting from such Order,
provided that Nortel accepts such Order.  Preprinted terms and conditions set
forth in Orders issued by Company, or in any prior Statements of Work,
quotations, acknowledgments or other related documentation issued by any party,
shall be considered null and void and shall have no force or effect; provided,
however, that any special terms and conditions written on the face of an Order
or otherwise incorporated into such Order shall, upon acceptance in writing by
Nortel, and for such Order only, supersede the specific terms and conditions
contained in this Agreement, including all Exhibits attached hereto, which are
in conflict.

     3.4  Company may at any time request additions, alterations, deductions or
deviations to an Order, subject to the condition that such changes and any
adjustments resulting from such changes, including, but not limited to,
schedules and prices, shall be mutually agreed upon and, if so agreed,
subsequently detailed in a written revision to the applicable Order ("Change
Order"). Company acknowledges that a premium charge may be applied by Nortel
should Nortel agree to process a Change Order outside of its standard Order
processing cycle or in the event that a Change Order requires an additional
amount of work to be undertaken to comply with such changes.

     3.5  If Company desires to receive a Statement of Work from Nortel for
Consulting Services, Company shall submit such request in writing to such person
as Nortel may designate.  The request for a Statement of Work shall include the
information listed in Section 3.1, as applicable.  Nortel shall prepare a
Statement of Work in response to Customer's request.  Any changes to the
proposed Statement of Work shall be negotiated and agreed to in writing by the
parties.  Company's Order(s) for the Customized Services described within a
Statement of Work shall be based upon the contents of the Statement of Work as
mutually agreed to by the parties and attached to such Order(s).
      
     3.6  The Commencement Date for ordered Services shall be based on Nortel's
standard intervals for the applicable Service; however, the parties shall always
mutually agree on the Commencement Date and take into consideration any unique
aspect of the applicable project.

     3.7  Orders may be issued either electronically, such as through electronic
data interchange, or via traditional manual methods, as mutually agreed to by
the parties.

ARTICLE 4. PRICE AND PAYMENT

     4.1  Nortel shall charge Company for the Services ordered by Company in
accordance with the prices set forth in each accepted Order, which prices shall
be based upon prices identified in one of (i) a Service Annex, (ii) a Statement
of Work, (iii) Nortel's then current prices, or (iv) as specified elsewhere in
this Agreement or as otherwise mutually agreed in writing.

     4.2  Nortel's prices, if set forth in a Service Annex, may be revised by
Nortel no more than once each calendar year, by providing sixty (60) days prior
written notice to Company. Such notice shall specify the effective date of the
price change and shall apply to all Orders received by Nortel on or after the
effective date of the price change.

     4.3  Unless otherwise set forth in a Service Annex or a Statement of Work,
Nortel shall invoice Company for one hundred percent (100%) of the price of
ordered Services upon the date of completion of such Services. 

     4.4  Each invoice shall be paid in full within thirty (30) days after the
date of such invoice. In the event that Company does not pay an invoice in full
within such thirty (30) day period, then Nortel may charge Company interest on
the outstanding portion of such invoice, from day thirty one (31) forward, at
the rate of one and one half percent (1.5%) simple compound interest per month,
or such lesser amount as may be the maximum permissible rate under applicable
law, until such time as the outstanding invoice is paid.  In addition, Company
agrees to pay all collection costs and reasonable legal fees incurred by Nortel
as a result of late payment or non-payment by Company.

ARTICLE 5. COMMENCEMENT OF SERVICES

     5.1  If Company notifies Nortel, prior to the Commencement Date for ordered
Services, that Company wishes to postpone the commencement of such Services or
that the Service Site or other location is not prepared in sufficient time for
Nortel to commence such Services in accordance with such date, Company shall be
liable for all additional costs related to the postponed Services, including,
without limitation, (i) standard rates (including any overtime premium) for
Nortel's personnel and/or contractors who travel to the Service Site or other
location, and the actual travel and living expenses (plus a fifteen percent
(15%) administrative fee) and/or relocation expenses incurred by such personnel
and/or contractors, and (ii) any costs, charges or expenses incurred by Nortel
under its arrangements with third party vendors, licensors, lessors, and/or
contractors.  In addition, if Company provides less than thirty (30) days'
notice of the postponement, Company shall pay to Nortel a postponement charge
equal to ten percent (10%) of the Order amount for the postponed Services.

     5.2.1     Company shall provide Nortel or its contractors with access to
its sites during the times specified by Nortel and as reasonably necessary for
Nortel to perform its obligations hereunder.  Nortel shall comply with Company's
reasonable site and security regulations of which Nortel is informed by Company.


     5.2.2     All sites at which the Services are to be performed shall be
prepared by Company in accordance with Nortel's standards, including, without
limitation, environmental requirements.  Prior to and during the performance of
the Services at such site(s), Company shall ensure the timely and adequate
delivery, installation and functioning of the electrical and communications
connections and other environmental requirements, including but not limited to,
HVAC systems, as specified in Nortel's instructions, specifications, 
Documentation,  a Service Annex or a Statement of Work.

     5.2.3     Company shall provide reasonable working space and facilities,
including heat, light, ventilation, telephones, electrical current, waste
removal and other necessary utilities, for use by Nortel personnel performing
Services, and adequate secure storage space, if required by Nortel, for Products
and materials.  Company shall also provide adequate security against theft,
damage or other loss for Products and materials while on Company's site.

     5.2.4     Company shall obtain all necessary governmental permits
applicable to Company in connection with the performance of the Services
provided hereunder, excluding any applicable permits required in the normal
course of Nortel's doing business.  Any information which Nortel reasonably
requests from Company and which is necessary for Nortel to properly perform the
Services shall be provided by Company to Nortel in a timely fashion and in a
form reasonably specified by Nortel.

ARTICLE 6. ACCEPTANCE

     6.1  Ordered Services, which are performed under this Agreement, shall be
deemed to be accepted upon completion of such Services or upon specific
milestones as may be identified in a Service Annex or a Statement of Work.

ARTICLE 7. ORDER CANCELLATION

     7.1  Unless otherwise set forth in a Service Annex or Statement of Work, in
the event that Company cancels all or any part of an Order for Services, Company
shall pay to Nortel a cancellation charge for the Services that have been
canceled in accordance with the following schedule:

     -     60 or more days prior to Commencement Date         No cancellation
charge
     -     45-59 days prior to Commencement Date                  5% of Order
amount
     -     30-44 days prior to Commencement Date                10% of Order
amount
     -       0-29 days prior to Commencement Date                20% of  Order
amount

In addition, Company shall be liable for all additional costs related to the
cancelled Services, including, without limitation, (i) standard rates (including
any overtime premium) for Nortel's personnel and/or contractors who travel to
the Service Site or other location, and the actual travel and living expenses
(plus a fifteen percent (15%) administrative fee) and/or relocation expenses
incurred by such personnel and/or contractors, and (ii) any costs, charges or
expenses incurred by Nortel under its arrangements with third party vendors,
licensors, lessors and/or contractors.

ARTICLE 8.  INTELLECTUAL PROPERTY RIGHTS

     8.1  The Services performed by Nortel and its affiliates pursuant to this
Agreement (and any deliverables provided to Company in connection therewith) are
not "works for hire".

     8.2  All Background IPR of a party or its affiliate shall remain the
exclusive property of such party or its affiliate, and the information contained
therein shall be deemed to be Confidential Information of such party or its
affiliate.

     8.3  With respect to any Background IPR of Company disclosed to Nortel, its
affiliates, and/or its contractors in connection with this Agreement, Company
hereby grants to Nortel, Nortel's affiliates, and Nortel's contractors a non-
exclusive, royalty-free, worldwide right to make, use, and reproduce such
Background IPR, but only to the extent that such right is necessary for the
performance of  Nortel's obligations under this Agreement and the Services
contemplated hereunder.

     8.4  With respect to any Foreground IPR of Nortel and its affiliates which
is incorporated or contained within, or which is required for the implementation
of, any recommendation(s) or conclusion(s) advanced by Nortel in the course of 
performing Services under this Agreement,  Nortel hereby grants to Company a
non-exclusive, royalty-free, worldwide right to use and disclose such Foreground
IPR, but only to the extent necessary for Company to implement such
recommendation(s) or conclusion(s) in the implementation, operation and
maintenance of Company's communications network or in Customer's provision of
communications services.

     8.5  With respect to any Background IPR of Nortel and its affiliates which
is incorporated or contained within, or which is required for the implementation
of, any recommendation(s) or conclusion(s) advanced by Nortel in the course of 
performing Services under this Agreement,  Nortel will grant to Company, upon
reasonable commercial terms, a non-exclusive, worldwide right to use and
disclose such Background IPR, but only to the extent necessary for Company to
implement such recommendation(s) or conclusion(s) in the implementation,
operation and maintenance of Company's communications network or in Customer's
provision of communications services.  Notwithstanding the foregoing, the grant
to Company of rights in the Background IPR of Nortel and its affiliates shall
not include product design information of Nortel and its affiliates, but shall
be limited to that Background IPR within the scope of the technical information
to be included within the deliverables.

     8.6  Prior to disclosing to any third party any Foreground IPR or
Background IPR of Nortel and its affiliates pursuant to Sections 8.4 or 8.5,
Company shall (I) advise such third party in writing of the confidential and
proprietary nature and the limitations on use of the information to be
disclosed, as set forth in Sections 8.4 and 8.5, and shall (ii) obtain from such
third party a written undertaking to respect such obligations.

     8.7  Nothing contained in this Agreement shall transfer, or be deemed to
transfer or contemplate the transfer of, any Intellectual Property Right other
than those rights specifically granted herein, and in particular but without
restricting the generality of the foregoing, Nortel does not in any way grant
any license in, to, or under any of its Intellectual Property Rights.

     8.8  Nothing contained in this Agreement shall prevent, or be deemed to
prevent, Nortel or its affiliates from providing to any third party the same or
similar Services (including the same or similar recommendations or conclusions)
as may be provided to Company pursuant to this Agreement.


ARTICLE 9. WARRANTY

     9.1  Nortel warrants that Nortel shall perform the Services in a good and
workmanlike manner and to standards not less than those generally accepted in
the industry.

     9.2  Nortel shall promptly correct any failure of the Services to conform
to the above warranties; provided that, Nortel is notified (in writing) of such
non-conformance within fifteen (15) days following the completion of that
portion of the Services that are non-conforming.

     9.3  The warranties set forth in this Article shall not apply to any
Services where the non-conformance is due to (i) accident, fire, explosion,
power failure, power surge or other power irregularity, lightning, alteration,
abuse, misuse or repair not performed by Nortel; (ii) improper storage; (iii)
failure to comply with all applicable environmental requirements for Products as
specified by Nortel or any other applicable supplier, such as but not limited to
temperature or humidity ranges; (iv) improper performance of installation,
maintenance, operation or other service in connection with Products, provided
that such service was not performed by Nortel or on Nortel's behalf; (v) use of
a Nortel Product in conjunction with an incompatible product; (vi) any error,
act or omission by anyone other than Nortel; or (vii) where written notice of
the non-conformance has not been given to Nortel within the applicable notice
period. 

     9.4  Nortel and Nortel's suppliers, as appropriate, shall not have any
responsibility to Company's customers for warranties offered by Company to such
customers and Company hereby indemnifies and holds harmless Nortel, Nortel's
affiliates, and Nortel's suppliers, as appropriate, from (i) any claims, damages
or liabilities arising out of, or relating to, any warranties offered by Company
to such customers or (ii) any claims by a third party in respect of any
malfunction, defect or error in any product or service that is ultimately
derived from any Services provided or contemplated under this Agreement.

     9.5  THE WARRANTIES, CONDITIONS AND REMEDIES SET FORTH HEREIN CONSTITUTE
THE ONLY WARRANTIES, OBLIGATIONS OR CONDITIONS OF NORTEL WITH RESPECT TO THE 
SERVICES AND ARE COMPANY'S SOLE AND EXCLUSIVE REMEDIES IN THE EVENT THAT SUCH
WARRANTIES OR CONDITIONS ARE BREACHED. THEY ARE IN LIEU OF ALL OTHER WARRANTIES
OR CONDITIONS, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. NORTEL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION  LOST
REVENUES OR PROFITS OR OTHER ECONOMIC LOSS OF ANY NATURE WHATSOEVER, ARISING OUT
OF NORTEL'S BREACH OF WARRANTY OR CONDITION.

ARTICLE 10.    LIABILITY FOR BODILY INJURY, PROPERTY DAMAGE AND PATENT
INFRINGEMENT

     10.1 A party hereto shall defend the other party against any suit, claim,
or proceeding brought against the other party for direct damages due to bodily
injuries (including death) or damage to tangible property which allegedly result
from the negligence or willful misconduct of the defending party in the
performance of this Agreement. The defending party shall pay all litigation
costs, reasonable attorney's fees, settlement payments and such direct damages
awarded or resulting from any such suit, claim or proceeding.

     10.2 Nortel shall defend Company against any suit, claim or proceeding
brought against Company alleging that any Service or deliverable provided by
Nortel hereunder infringes any third party Intellectual Property Rights
("Infringement Claim"); provided that, such Infringement Claim results from
Nortel's gross negligence, willful misconduct, or knowing incorporation of such
third party Intellectual Property Rights in a service or deliverable (unless
Company, after notification by Nortel, consented to such inclusion).  Nortel
shall pay all litigation costs, reasonable attorney's fees, settlement payments
and damages awarded or resulting from any such suit, claim or proceeding. 

     10.3 Nortel's cumulative liability, pursuant to this Article 10 and
including its costs and expenses incurred in satisfying its obligations set
forth below, shall not exceed one hundred percent (100%) of the amount paid by
Company to Nortel for the Services giving rise to the Infringement Claim.

     10.4 Nortel shall not be liable and Company shall indemnify Nortel for any
costs incurred by Nortel or liabilities of Nortel arising under this Article 10
in excess of the amounts so stated above.

     10.5 Nortel shall have no liability in respect of any Infringement Claim
that arises from: (a) compliance by Nortel with Company's information,
specifications or design, or with any special instructions furnished by Company,
(b) use of a deliverable in a manner or for a purpose not contemplated or
approved by Nortel, (c) use of a deliverable in combination with other products
or deliverables not authorized, supplied, or approved by Nortel, or (d)
modification by Company of a deliverable.  In the excepted cases stated above,
Company shall indemnify and hold Nortel harmless against any loss, cost,
expense, damage, settlement or other liability, including, but not limited to,
attorneys' fees, which may be incurred by Nortel with respect to any suit,
claim, or proceeding described in this Section 10.5.

     10.6 Nortel shall not be liable for, and Company shall indemnify Nortel in
respect of, any damages awarded based on Company's willful, knowing or
deliberate infringement of a patent, copyright, trade secret, trademark or other
proprietary right where such infringement results in a pecuniary damage award.

     10.7 Nortel may provide Company with notice of an actual or potential
Infringement Claim. Nortel shall consult with Company regarding the Infringement
Claim and the course of action to be pursued as a result thereof. In the event
that the parties fail to agree on a satisfactory course of action for dealing
with the matter, Nortel may, at Nortel's option:

          (i)  procure for Company the right to continue using the alleged
          infringing Service or deliverable;

          (ii) replace or modify the same with an equivalent or better Service
          or deliverable so that Company's use is non-infringing; or

          (iii)     accept return of the affected portion of the Service or
          deliverable and refund to Company the depreciated value (as carried on
          the books of Company) of such Service or deliverable.

     10.8 Nortel shall not be liable for, and Company shall indemnify Nortel in
respect of any Infringement Claim(s) where Nortel has provided notice to Company
of the Infringement Claim(s) and Company elects to continue its use of a Service
or deliverable related to the Infringement Claim.

     10.9 If as a result of an Infringement Claim, other than those contemplated
above, an injunction is obtained against Company's use of any Product, Nortel
shall, at Nortel's option:

          (i)  procure for Company the right to continue using the alleged
          infringing Service or deliverable;

          (ii) replace or modify the same with an equivalent or better Service
          or deliverable so that Company's use is non-infringing; or

          (iii)     accept return of the affected portion of the Service or
          deliverable and refund to Company the depreciated value (as carried on
          the books of Company) of such Service or deliverable.

      10.10    THE REMEDIES SET FORTH IN THIS ARTICLE 10 ESTABLISH THE ENTIRE
OBLIGATION OF THE PARTIES IN REGARD TO CLAIMS RELATING TO INTELLECTUAL PROPERTY
RIGHTS INCLUDING CLAIMS DIRECTED TO THE INFRINGEMENT OF PATENTS, COPYRIGHT,
TRADE SECRETS AND OTHER PROPRIETARY RIGHTS. IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,
OR FOR LOST REVENUES, PROFITS OR OTHER ECONOMIC LOSSES, ARISING FROM SUCH
INFRINGEMENTS AND/OR OTHER MATTERS, OTHER THAN AS SPECIFICALLY SET FORTH HEREIN.

ARTICLE 11. REMEDIES AND LIMITATION OF LIABILITY

     11.1 Nortel shall have the right to suspend its performance, upon written
notice to Company, and forthwith remove and take possession of all deliverables
that shall have been delivered to Company in connection with the performance of
certain Services, if, prior to payment to Nortel of any amounts due pursuant to
this Agreement with respect to such Services, Company shall (a) become insolvent
or bankrupt or cease, be unable, or admit in writing its inability, to pay all
debts as they mature, or make a general assignment for the benefit of, or enter
into any arrangement with, creditors, (b) authorize, apply for, or consent to
the appointment of, a receiver, trustee, or liquidator of all or a substantial
part of its assets or have proceedings seeking such appointment commenced
against it which are not terminated within sixty (60) days of such commencement,
or (c) file a voluntary petition under any bankruptcy or insolvency law or under
the reorganization or arrangement provisions of the United States Bankruptcy
Code or any similar law of any jurisdiction or have proceedings under any such
law instituted against it which are not terminated within sixty (60) days of
such commencement.

     11.2 In the event of any material breach of this Agreement which shall
continue for sixty (60) or more days after written notice of such breach
(including a reasonably detailed statement of the nature of such breach) shall
have been given to the breaching party by the aggrieved party, the aggrieved
party shall be entitled at its option to avail itself of any and all remedies
available at law or equity, except as otherwise limited in this Agreement.


     11.3 NOTHING CONTAINED IN SECTION 11.2 OR ELSEWHERE IN THIS AGREEMENT SHALL
MAKE NORTEL LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR
CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER FOR ANY BREACH OF THIS AGREEMENT
WHETHER THE CLAIMS FOR SUCH DAMAGES ARISE  IN TORT (INCLUDING NEGLIGENCE
REGARDLESS OF DEGREE OF FAULT), CONTRACT OR OTHERWISE. 

     11.4 Nortel shall not be liable for any additional costs, expenses, losses
or damages resulting from errors, acts or omissions of Company, including, but
not limited to, inaccuracy, incompleteness or untimeliness in the provision of
information by Company to Nortel or fulfillment by Company of any of its
obligations under this Agreement. Company shall pay Nortel the amount of any
such costs, expenses, losses or damage incurred by Nortel.

     11.5 Except for claims for bodily injury, the total liability of Nortel for
any claim of any kind for any costs, expenses, losses or damage, whether arising
in contract, warranty, tort (including negligence), strict liability or
otherwise, or for claims for indemnification arising out of, connected with, or
resulting from the performance or non-performance of this Agreement shall not,
in any event, exceed the total amount paid by Company to Nortel in respect of
the Order giving rise to the claim.  In no event shall Nortel's total liability
under this Agreement exceed the total amount paid by Company to Nortel for
Services provided under this Agreement.

     11.6 Any action for breach of this Agreement or to enforce any right
hereunder shall be commenced within two (2) years after the cause of action
accrues or it shall be deemed waived and barred, except any action for
nonpayment by Company of any prices, charges, fees or other amounts payable
hereunder may be brought by Nortel at any time permitted by applicable law, and
Nortel may suspend performance of any of its obligations hereunder until all
such payments are made.

ARTICLE 12. TERM AND TERMINATION

     12.1 This Agreement will be in effect from the Effective Date for a period
of three (3) years. Thereafter, this Agreement shall automatically renew for one
(l) year terms, unless either party provides the other party with written notice
of its intent not to renew at least sixty (60) days prior to the end of the
original term or any renewal term.

     12.2 Either party may delay performance under this Agreement or terminate
this Agreement, in whole or in part, in the event of a default by the other,
provided that the non-defaulting party so advises the defaulting party in
writing of the event of alleged default and the defaulting party does not remedy
the alleged default within sixty (60) days after written notice thereof. If the
alleged default is not capable of being remedied within sixty (60) days, the
defaulting party must commence to remedy the alleged default within such sixty
(60) day period and provide to the non-defaulting party a plan for timely
remedying the alleged default in order to avoid termination. Default shall
include, without limitation:

          (i)  a party's insolvency or initiation of bankruptcy or receivership
          proceedings by or against a party or the execution of an assignment
          for the benefit of creditors; or

          (ii) either party's material breach of any of the terms or conditions
          hereof including the failure to make any payment when due, if the
          amount of the payment due is not in dispute.

     12.3 The expiration or termination of this Agreement for any cause shall
not release either party from (i) any liability which at the time of termination
has already accrued to the other party or which thereafter may accrue in respect
to any event prior to termination, or (ii) any liability from any obligation
specified in Section l4.l7 below to survive expiration or termination.

     12.4 Notwithstanding the foregoing, Nortel shall not be obligated to
provide any Services pursuant to this Agreement after termination of this
Agreement.  Company shall pay the full price for Services performed prior to the
effective date of termination plus the costs to Nortel of, and necessarily
incidental to, termination, including such other costs, charges or expenses for
which Nortel has the right to reimbursement hereunder.  Termination of this
Agreement shall not entitle Company to withhold payment of any amount due or
accruing to Nortel hereunder prior to the effective date of termination, or to
reimbursement of any amount previously paid to Nortel.  

ARTICLE 13. CONFIDENTIALITY

     13.1 Each party which receives the other party's Confidential Information
shall use reasonable care to hold such Confidential Information in confidence
and not disclose such Confidential Information to anyone other than to its
employees and employees of a Nortel Affiliate, as applicable, with a need to
know. A party that receives the other party's Confidential Information shall not
reproduce such Confidential Information, except to the extent reasonably
required for the performance of its obligations pursuant to this Agreement and
in connection with any permitted use of such Confidential Information.

     13.2 Company shall take reasonable care to use Nortel's Confidential
Information only for study, operating, or maintenance purposes in connection
with Company's use of  Services performed by Nortel pursuant to this Agreement.

     13.3 Notwithstanding the foregoing, either party shall be free to use that
portion of the Confidential Information which may be retained in intangible form
by those employees who have had access to the Confidential Information, for any
purpose, including use in the development, manufacture, marketing and
maintenance of its products and service. The marketing of any product or
service, including the dissemination of supporting documentation, which
inherently discloses the disclosing party's Confidential Information shall not
be deemed a breach by the recipient of such obligations provided however that
ownership of the Confidential Information and all intellectual property rights
to such Confidential Information remain with the disclosing party.

     13.4 The obligations of either party pursuant to this Article 13 shall not
extend to any Confidential Information which a recipient can demonstrate through
written documentation (i) was already known to the recipient, without
confidentiality obligations, prior to its disclosure; (ii) was known or
generally available to the public at the time of disclosure to the recipient;
(iii) becomes known or generally available to the public (other than by act of
the recipient) subsequent to its disclosure to the recipient; (iv) is disclosed
or made available in writing to the recipient by a third party having a bona
fide right to do so; (v) is independently developed by recipient; or (vi) is
required to be disclosed by process of law, provided that the recipient shall
notify the disclosing party promptly upon any request or demand for such
disclosure.

ARTICLE 14. MISCELLANEOUS

     14.1 Publicity - A party shall not release, without the prior written
approval of the other party, any advertising or other publicity relating to this
Agreement or the contents hereof wherein such other party may reasonably be
identified. In addition, each party shall take reasonable precautions to keep
the existence and the contents of this Agreement confidential so long as this
Agreement remains in effect and for a period of five (5) years thereafter,
except as may be otherwise expressly provided in this Agreement or as may be
reasonably required to enforce this Agreement by law.

     14.2 Applicable Law - The validity, construction and performance of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Texas, except for its rules with regard to the conflict of laws.

     14.3 Effects of Headings - All headings used herein are for index and
reference purposes only, and shall not be given any substantive effect. This
Agreement has been created jointly by the parties and no rule of construction
requiring interpretation against the drafter of this Agreement shall apply in
its interpretation.

     14.4.1    Assignment - Other than as explicitly stated below, neither party
may assign or transfer this Agreement or any of its rights hereunder without the
prior written consent of the other party, such consent not to be unreasonably
withheld. A change in control of Company shall be deemed an assignment
hereunder. A change in control shall occur if ownership or control of more than
fifty percent (50%) of the shares of the Company entitled to elect the board of
directors changes during the term of this Agreement. Company's consent shall not
be required for any assignment or transfer by Nortel (a) to any Nortel Affiliate
of all or any part of this Agreement or of Nortel's rights hereunder, or (b) to
any third party of Nortel's right to receive any monies ("Receivables") which
may become due to Nortel pursuant to this Agreement.

     14.4.2    Company hereby consents to the sale of Receivables by Nortel
without the necessity for any further notice and without any qualification on
such consent. Company grants permission for Nortel to disclose the provisions of
this Agreement to purchasers and prospective purchasers of Receivables, or their
affiliates and others with a present or prospective financial interest in such
Receivables, and their respective agents, attorneys, auditors, rating agencies
and other advisors.

     14.5 Subcontracting - Nortel may subcontract any of its obligations under
this Agreement, but no such subcontract shall relieve Nortel of primary
responsibility for performance of its obligations.

     14.6 Non-Waiver - The failure by either party hereto at any time to require
performance by the other party or to claim a breach of any provision of this
Agreement shall not be construed as affecting any subsequent breach or the right
to require the performance with respect thereto or to claim a breach with
respect thereto.

     14.7 Relationship of the Parties   Nortel shall perform the Services as an
independent contractor, and the provisions of this Agreement shall not be
construed to establish any form of partnership, agency or other joint venture of
any kind between Nortel and Company, nor to constitute either party as the
agent, employee or legal representative of the other. All persons furnished by
either party to accomplish the intent of this Agreement shall be considered
solely as the furnishing party's employees or agents and the furnishing party
shall be solely responsible for compliance with all laws, rules and regulations
involving, but not limited to, employment of labor, hours of labor, working
conditions, workers' compensation, payment of wages, and withholding and payment
of applicable taxes, including, but not limited to income taxes, unemployment
taxes, and social security taxes.

     14.8 Force Majeure - If the performance by a party of any of its
obligations under this Agreement shall be interfered with by reason of any
circumstances beyond the reasonable control of that party, including without
limitation, fire, explosion, acts of God, war, revolution, civil commotion,
unavailability of supplies or sources of energy, power failure, breakdown of
machinery, delays regarding zoning, easements or deed restrictions, any legal
proceedings between parties unrelated to the parties hereto or labor
difficulties, including without limitation, strikes, slowdowns, picketing or
boycotts, then that party shall be excused from such performance for a period
equal to the delay resulting from the applicable circumstances and such
additional period as may be reasonably necessary to allow that party to resume
its performance. With respect to labor difficulties as described above, a party
shall not be obligated to accede to any demands being made by employees or other
personnel.

     14.9 Taxes - Company shall at Nortel's direction promptly reimburse Nortel
or pay directly to the applicable government or taxing authority all taxes and
charges arising hereunder, including, without limitation, penalties and
interest, except for taxes computed upon the net income of Nortel.

     14.10.1   Hazardous Materials - Prior to issuing any Order for Services to
be performed at Company's facilities, Company shall identify and notify Nortel
in writing of the existence of all Hazardous Materials which Nortel may
encounter during the performance of such Services, including without limitation,
any Hazardous Materials contained within any equipment to be removed by Nortel.

     14.10.2   If Company breaches its obligations pursuant to Section 14.10.1,
(a) Nortel may discontinue the performance of  any Services which may be
affected by Hazardous Materials until all the Hazardous Materials have been
removed or abated to Nortel's satisfaction by Company at Company's sole expense,
and (b) Company shall defend, indemnify and hold Nortel harmless from any and
all damages, claims, losses, liabilities and expenses, including without
limitation, attorney's fees, which arise out of Company's breach of such
obligations.

     14.11     Notice - All notices required or permitted to be given hereunder
shall be in writing and shall be deemed given when delivered (i) by hand, or
(ii) by facsimile, transmission (confirming the same by mail) or (iii) by
certified or next-day mail addressed as follows:

     If to Company:

       WorldPort Communications, Inc.
       1825 Barrett Boulevard
       Atlanta, Georgia 30144
       USA
       Attention:  Chief Executive Officer  
       Facsimile:  (770) 792-0676

     If to Nortel:

       Northern Telecom Inc.
       2350 Lakeside Boulevard
       Richardson, Texas 75082-4399
       USA
       Attention:  Vice President and General Manager
       Facsimile:  972-685-3284

Either party hereto may change its address by a notice given to the other party
hereto in the manner set forth above.

     14.12     Information and Documentation - Company shall provide any
information and/or documentation that Nortel reasonably requests from Company
and that is necessary for Nortel to properly perform any of its obligations
hereunder. Such information shall be provided in a form reasonably specified by
Nortel by the dates specified by Nortel.

     14.13     Export - Company shall not export any Products or technical data
received from Nortel pursuant to this Agreement, or release any such Products or
technical data with the knowledge or intent that such will be exported or
transmitted to any country or to foreign nationals of any country, except in
accordance with applicable U.S. law concerning exporting and with written
consent of Nortel. Company shall obtain all government authorizations in
accordance with applicable law prior to exporting or transmitting any such
Products or technical data.

     14.14     Severability - If any provision of this Agreement is declared or
determined to be invalid or unenforceable under applicable law, the remaining
provisions shall continue in full force and effect and the parties shall
substitute for the invalid provision a valid provision which most closely
approximates the economic effect and intent of the invalid provision.

     14.15     Modification of Agreement - No addition to or modification of
this Agreement shall be effective or binding on either of the parties hereto
unless reduced to writing and executed by the respective duly authorized
representatives of each of the parties hereto.

     14.16     Entire Agreement - This Agreement, including the Exhibits,
Schedules and Annexes which are attached hereto and incorporated herein,
comprises all the terms, conditions and agreements of the parties hereto with
respect to the subject matter hereof and supersedes all previous negotiations,
proposals, commitments, writings, publications and understandings of any nature
whatsoever. No Exhibits, Schedules or Annexes modified or created subsequent to
the execution of this Agreement shall be deemed to be incorporated into this
Agreement unless mutually agreed in a writing and signed by a duly authorized
representative of each party.

     14.17     Survivorship - Any terms of this Agreement, which by their nature
are intended to survive including but not limited to Articles 8, 9, 10, 11, 13
and 14 and Sections 4.4 and 12.3 shall survive the termination or expiration of
this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement.

NORTHERN TELECOM INC.         WORLDPORT COMMUNICATIONS, 
                              INC.

By:                           By:  

Name:                                                       Name: 
            (print)                     (print)

Title:                        Title:  

Date:                         Date:  


                     EXHIBIT A to Master Services Agreement
                                 SERVICE ANNEXES

SERVICE ANNEX 1.0   STANDARD SERVICES

The services described in this Service Annex 1.0 represent the Standard Services
with respect to which Company may issue purchase orders from time to time during
the term of the Agreement.  Nortel will perform Standard Services either
remotely or at the Company's location, as designated by Company in the
applicable purchase order. 

Standard Services will generally be performed during normal business hours, from
8:00 a.m. until 5:00 p.m. (with a one (1) hour lunch break), from Monday through
Friday, excluding Nortel's standard holidays ("Normal Business Hours").

Company must provide Nortel with written notice at least six (6) weeks prior to
the desired Commencement Date of ordered Standard Services, except as stated
otherwise below.  In the event that Company desires to extend the duration of
any ordered Standard Services, Company must provide Nortel with written notice
at least two (2) weeks prior to the original completion date of the ordered
Standard Services, except as stated otherwise below. 

All prices, charges and fees set forth in this Service Annex 1.0 are valid for a
period of twelve (12) months following the Effective Date of the Agreement.  In
the event that Company issues a purchase order for Standard Services after the
initial twelve (12) months of the term, but prior to the expiration or
termination, of the Agreement, Nortel shall provide Company with written
notification of the then-current prices, charges and fees for the Standard
Services ordered.  Nortel shall issue monthly invoices for Standard Services
performed during each month, and Company shall pay the entire invoiced amount
within thirty (30) days after the date of invoice, except as stated otherwise
below. 

The prices, charges and fees set forth in this Service Annex 1.0 do not include
travel and living expenses incurred by Nortel.  Nortel shall issue monthly
invoices for actual travel and living expenses (plus a [*] administrative fee)
incurred during each month, and Company shall pay the entire invoiced amount
within thirty (30) days after the date of invoice.

Nortel's standard overtime rate is time and one half, except as stated below.



1.1  POST CUTOVER INTEGRATION SERVICES  

     Subsequent to the Turnover Date for an Initial System, Nortel will assign
one (1) technician to provide Post Cutover Integration Services ("PCI Services")
at the Service Site during Normal Business Hours.  PCI Services will include
testing of each Initial System to confirm that each Initial System operates as
designed ("Switch Grooming") and that the features engineered for each Initial
System operate correctly in accordance with Nortel's standards and procedures
("Feature and Call Through Testing").  The tests to be performed by Nortel will
include, but will not be limited to, the following:

   I.   Hardware and Software Testing

     A.   Install and Test Alarms
        1)  install cross connects, datafill scan  and SD points
        2)  verify operation and detection of alarms

     B.   Patch Verification
        1)     verify patching of peripherals

     C.   REX Testing
        1)     set up switch to test its integral parts

     D.   Switch Grooming
        1)     set up switch to run Operation and Measurement ("OM") logs
        2)     set up switch to run maintenance reports 
        3)     set up switch security measures

   II.  Trunk Testing

     A.   Install and Perform Transmission Tests
        1)     test Call Through Features
        2)     verify CDR trunks
        3)     verify SS7 Translations and confirm that datafill properly
   performed

     B.   Wire and Cross Connect DSX
     1)   establish links between transmission facilities with all testing being
     performed within the switch room

     C.   Verification of DSX Cross Connect

     D.   Interconnection Testing
        1)     test Transmission and/or ROTL
        2)     test Call Through dial plan on one trunk member per card

   III. Required Line Testing (DMS-500)

     A.   Line to Line Matching 
     1)   verify NPA's, NNX's and AMA's with the demarcation point for testing
        set inside the main distribution frame within the switch room

1.1.1   COMPANY'S RESPONSIBILITIES

     In order for Nortel to commence the PCI Services, Company must complete the
following activities with respect to each Initial System at a Service Site:

     Ensure that all transmission links are terminated and labeled on the DSX or
        distribution frame
        blocks; 
   B.   Ensure that trunk facilities are connected to the respective Local
     Exchange Carriers ("LEC") at the above sites; 

     C.   Order the appropriate translations from the LEC's access tandem in
 order to translate Company's                originated calls; 
     D.   Establish a phone board for telephone set and feature evaluations;  
     E.   Provide a test unit or equivalent for DS-1/DS-3 testing, as well as a
 PRI monitor; and 
     Provide a template which identifies specific cross-connect allocations for
        trunk and any line
         facilities.

1.1.2     TERM

     Company may order initial PCI Services ("Initial PCI Services") for each
Initial System in increments of four hundred eighty (480) hours per Initial
System.  Company may extend the Initial PCI Services in increments of forty (40)
hours per Initial System ("Extended PCI Services").

1.1.3     FEES 

     The price for each 480-hour increment of Initial PCI Services is [*].  The
price for each 40-hour increment of Extended PCI Services is [*] per Initial
System.  Nortel's overtime rate for PCI Services is [*] per hour for each hour
of PCI Services provided by Nortel after Normal Business Hours. 


1.2  ON-SITE FIELD MAINTENANCE SUPPORT SERVICES

     Nortel will assign one (1) technician per each DMS-family switching system
("Switch") to perform On-Site Field Maintenance Support Services ("Field Support
Services") at the Service Site during Normal Business Hours.  The Field Support
Services technician(s) will perform preventative maintenance, address Switch
problems, perform emergency procedures, and perform administrative functions,
subject to the instructions provided by Company within the Customer Specified
Procedure ("CSP"), as directed by Nortel's Remote Surveillance Center ("RSC")
and Company's Network Operating Center ("NOC").  Field Support Services will
include, but will not be limited to, the following services:

     A.   Clear Switch, trunk and transport troubles as received by the RSC, CSP
          and NOC; 
     B.   Perform routine Switch and transport tasks and procedures as scheduled
          and assigned by the RSC, CSP and/or NOC; 
     C.   Prepare back-up office image to tape as scheduled by the RSC;
     D.   Perform back-up on proper media devise;
     E.   Replenish printer paper;
     F.   Maintain a marked, proven set of maintenance spare cards;
     G.   Maintain the AMA/CDR Tape Log, the Circuit Pack Repair/Replacement
          Log, the Site Trouble Ticket Log and the Site Trouble Ticket Log;
     H.   Perform Circuit Pack Replacement, including acceptance, testing and
          replacement of in-service spare cards received from repair and return,
          as directed by RSC, CSP and/or NOC;
     I.   Operate manual answer of dial-up port data sets as required and
          restore when dial-up is complete;
     J.   Request technical assistance from RSC or TAS as required;
     K.   Supervise hardware change controls;
     L.   Provide support for service orders including providing assistance in
          moves, adds and changes;
     M.   Provide MDF assignments and connections;
     N.   Participate in requested major failure and outage investigation
          meetings;
     O.   Assist with data modification for routing and translation changes in
          the trunk network and for the Company's groups;
     P.   Perform preventative maintenance as required by CSP or NOC;
     Q.   Assist the control/help desk with tracking and resolution of user
          trouble reports; 
     R.   Provide trunk problem resolution and coordination assistance with
          other Switches;
     S.   Process AMA/SMDR tapes and billing tapes;
     T.   Provide PCL/BCS application support; and
     U.   Maintain up-to-date documentation for NTP, GS, IS and EWB.

Nortel will provide standard issue tool kits and volt-ohmmeters to each
technician.  Company shall be responsible for providing any additional test and
measuring equipment, computer terminals and/or on-line documentation required
for performance of the Field Support Services. 

1.2.1     TERM

     Company may order initial Field Support Services ("Initial Field Support
Services") for each Switch in increments of six (6) months per Switch.  Company
may extend the Initial Field Support Services in increments of forty (40) hours
per Switch ("Extended Field Support Services").

1.2.2     FEES

     The price for each 6-month increment of Initial Field Support Services
is[*].  The price for each 40-hour increment of Extended Field Support Services
is[*].

     In addition to the fees described above, Nortel will invoice Company for
any extraordinary expenses (such as computer printer paper and test equipment
calibration costs) incurred by Nortel during the performance of Field Support
Services.

1.3  REMOTE SURVEILLANCE CENTER SERVICES 

     Nortel's Remote Surveillance Center ("RSC") will perform system monitoring
for each Switch in Company's network through the use of programmable monitoring
devices and secured dial-back modems ("RSC Services") on a twenty four (24)
hours a day, seven (7) days a week basis.  Upon the occurrence of a system
alarm, the RSC will follow the course of action prescribed for that particular
type of alarm in accordance with predetermined Company preferences.  Company
will receive monthly reports describing any Switch problems by type, number and
resolution.  The RSC Services will include, but will not be limited to, the
following services:

     A.   Perform surveillance and monitoring of alarm types designated by the
          Company, which shall include, but not be limited to, the following
          activities:
          1)   for each type of alarm, perform the course of action prescribed
               by the  Company; 
          2)   contact  Company in the event of a specific type of  alarm 
               pursuant to the applicable method and frequency of contact
               indicated by  Company;
          3)   perform any responsive or remedial measures in the event of an
               alarm in accordance with the Company's instructions; 
          4)   cancel the alarm pursuant to the Company's instructions; 
          5)   monitor the alarms during the specific days per week and number
               of hours per day as indicated by the Company; and
          6)   perform three (3) status checks during each twenty four (24) hour
               period of monitoring to verify an active communications link
               between the RSC and Company's Switch.

     B.   Prepare a monthly RSC Report which shall include, but not be limited
          to, the following:
          1)   report the day to day activities of the surveillance and
               monitoring services;
          2)   provide a list of any alarms that occurred, including, but not
               limited to, the type, the date and the time of each alarm;
          3)   report the course of action performed by the RSC for each type of
               alarm signaled, if any;
          4)   report the responsive or remedial measures performed, if any, as
               a result of an alarm; and
          5)   report the date and time of cancellation of any alarms.

     C.   Ship and install the following equipment at the Service Site:
          1)   one (1) Security Dial-Back Modem and cables for each modem to be
               installed pursuant to the cable length specified by the Company.

All equipment supplied to the Company by Nortel shall remain the property of
Nortel, and Company shall return the equipment to Nortel or shall permit Nortel
access to the equipment for its removal upon the termination of the RSC
Services.

     Company's responsibilities shall include the following:

     A.   Establish the type of alarms to be monitored by the RSC;
     B.   Define the course of action to be performed, if any, for each type of
          alarm, including, but not limited to, whether the Company is to be
          contacted in the event of an alarm, the method of contact, the
          frequency of contact, the responsive or remedial measures to be taken
          in the event of an alarm and/or whether the alarm should be canceled;
     C.   Define the number of days per week and number of hours per day in
          which the alarms shall be monitored;
     D.   Provide a list of names and telephone numbers to be contacted in the
          event of an alarm, in the order of contact; 
     E.   Provide the cable length measurements for the modems to be provided
          and installed by Nortel for the Company's use during the term of this
          Agreement; 
     F.   Provide Nortel with access to the Service Site for installation and
          de-installation of the equipment to be provided by Nortel to Company,
          as set forth below; and
     G.   Provide the following equipment at the Service Site:
          1)  two (2) switch IOC Ports; and
          2)  one (1) voice grade telephone line not under the control of the
     Switch to be monitored.

1.3.1     TERM

     RSC Services may be ordered in increments of twelve (12) months per Switch.



1.3.2     FEES

     The annual fee for RSC Services is      [*].



1.4  REMOTE MAINTENANCE SERVICES

     Nortel's Remote Maintenance Services ("RM Services") include the RSC
Services (as described in Section 1.3.0 above) and the remote resolution of
Switch alarms, on a twenty four (24) hours a day, seven (7) days a week basis,
for each Switch in Company's network pursuant to Company's instructions.  In the
event of an emergency situation that requires on-site assistance, RM Services
will notify the appropriate Nortel technician pursuant to Company's
instructions.  Typical RM Services responsibilities include, but are not limited
to, the following:

Initial, document, control and escalate remedial and preventative maintenance by
     Nortel in
                 coordination with and support of the Company's NOC, until the
problem is resolved;

Initiate corrective action in response to alarm conditions, including equipment
     restoration, system diagnosis, software fault location and alarm release
     procedures;

Initiate emergency recovery procedures, including manual recovery when automatic
     recovery fails, as required;

Clear non-diagnostic failures, audits and assets, as required; and

Provide alarm service outage analysis and root cause analysis on system
     initialization, maintenance interruptions, critical and major alarms, and
     hardware and software failures utilizing system log files, processor
     recovery messages and OM dumps to Company.

1.4.1     TERM

     RM Services may be ordered in increments of twelve (12) months per Switch. 

1.4.2     FEES

     The annual fee for RM Services is [*] per Switch.
      


1.5  REMOTE HYBRID MAINTENANCE SERVICES

     Nortel's Remote Hybrid Maintenance Services ("RHM Services") will provide,
for each Switch in Company's network, the RSC Services described in Section 1.3
above and the RM Services described in Section 1.4, except that the RM Services
will be performed after Normal Business Hours when Nortel's Field Support
Services technician and/or Company's NOC is not on duty.  In order for Nortel to
perform RHM Services, either Nortel or Company must have a technician at the
Service Site during Normal Business Hours.

1.5.1     TERM

     RHM Services may be ordered in increments of twelve (12) months per Switch.


1.5.2     FEES

     The annual fee for RHM Services is [*] per Switch. 


1.6  DATA BASE MANAGEMENT AND/OR TRANSLATIONS SUPPORT SERVICES

     Nortel will assign one (1) technician to provide remote Database Management
and/or Translations Support Services ("DM/TS Services") to Company during Normal
Business Hours.  DM/TS Services will include, but will not be limited to, the
following services:

     Datafill design, including, but not limited to, network routing translation
        datafill, trunk translation datafill, and feature translation datafill; 
     Standardization of translations across Company's network; 
     Prompt support and turnaround; 
     Monthly statements that provide an explanation for hours used and list  the
        hours remaining; and 
     Simplified ordering process.

In the event that Company requires on-site DM/TS Services, Nortel shall provide
one (1) technician at the Service Site within a reasonable period of time after
Company's request for such on-site services.  

1.6.1     TERM

     Company may initially order DM/TS Services for each Service Site ("Initial
DM/TS Services") in increments of three hundred (300) hours per Service Site. 
Company may extend the Initial DM/TS Services in increments of one hundred (100)
hours per Service Site ("Extended DM/TS Services").

1.6.2     FEES AND BILLING TERMS

     The price for each 300-hour increment of Initial DM/TS Services is [*] per
Service Site.  The price for each 100-hour increment of Extended DM/TS Services
is [*] per Service Site.  Nortel shall invoice Company for the entire amount of
the DM/TS Services upon Nortel's approval of Company's purchase order for such
services. 


1.7  DISASTER AVOIDANCE AND RECOVERY PLANNING SERVICES

     Nortel will develop a  Disaster Avoidance and Recovery Plan ("DARP") for
each network unit of Company to be comprised of no more than one (1) Switch and
ten (10) access nodes ("Network Unit").  The DARP will address, but will not be
limited to, the following issues:

     Major component replacement requirements;
     Redundancy of equipment locations, capabilities, and capacity;
     Network re-route availability;
     Avoidance planning such as:
        1)     Identification of single points of failure, and
        2)     Avoidance measures involving redundancy and back-up systems;
     Priorities for Company's services to customer;
     Establish the reduced or interim services required for a switching center
        to continue to function;
     Identify the lost or delayed revenue resulting from the ceasing or
        reduction of switch center operations;
     A.   Response and recovery planning, such as:
        Requirements for annual test of preparation for response and recovery;
        Performance of annual update of all elements of contingency plan;
        Response and recovery procedures;
        Employee and customer notification procedures;
        Administrative and operation management actions; and
        Preparation of a disaster contact manual.

1.7.1     TERM

     DARP Services may be ordered in increments of five hundred twenty (520)
hours per Network Unit.  

1.7.2     FEES AND BILLING TERMS

     The price for each 520-hour increment of DARP Services is [*] per Network
Unit. Upon Nortel's acceptance of Company's purchase order, Nortel will invoice
Company for [*] of such amount, with the remaining [*] to be invoiced to Company
upon completion of the DARP Services. 


1.8  INTEGRATION LAB SERVICES

     Nortel's Integration Lab Services ("Lab Services") will provide Company
with access to Nortel's laboratory facility ("Lab") in order that Company may
perform Switch configuration testing and verification of a Software load. 
Company may perform testing and verification, including, but not limited to, the
testing of unique dialing plans, unique feature interactions, third party
equipment interworking, billing verification ("Tests") in a controlled
environment and preliminary testing of Software features prior to network
activation.

     Company shall designate no less than one (1) representative to perform the
Company's Tests in the Lab.  In the event that Company requires the presence of
a third party in the Lab during the Testing, Company shall provide Nortel with
no less than one (1) week's prior written notice of the name, association and
purpose of the presence of the third party.  Company shall provide any third
party equipment that Company requires in performing the Tests.  

     Nortel will provide Company with one (1) Lab technician who will provide
assistance with Company's connection between Company's equipment and Nortel's
Lab equipment ("Connectivity Assistance"), as needed.  The Lab technician also
will provide Company with assistance in the Lab ("Lab Assistance") on an as-
needed basis including, but not limited to, the following types of assistance:  

     Check connectivity and functionality between the Company's equipment and
        the Lab equipment;
     Revise database tables to accommodate the various testing requirements; 
     Provide on-going supervision and tracking of the scheduled tests; and
     Answer Company's questions regarding use of the Lab.

1.8.1     TERM

     Company may order initial Lab Services ("Initial Lab Services") in
increments of ten (10) days, which may be used consecutively or non-
consecutively.  Company may extend the Initial Lab Services in increments of one
(1) day ("Extended Lab Services").  The Lab technician will provide Connectivity
Assistance for a period of two (2) days in addition to the ten (10) days of
Initial Lab Services; additional Connectivity Assistance or Lab Assistance may
be ordered in increments of one (1) day.  Company shall provide Nortel with no
less than four (4) weeks written notice prior to Company's requested
commencement date for Lab Services, whether Company is using its Lab Services on
consecutive days or not. 

1.8.2     FEES AND BILLING TERMS

     The price for each 10-day increment of Initial Lab Services is[*].  The
price for each 1-day increment of Extended Lab Services is[*].In addition, if
Company uses any portion of a 10-day increment of Initial Lab Services on non-
consecutive days, Company must pay a Lab set-up charge in the amount of [*] per
day for each new non-consecutive day on which Company conducts Tests.  The price
for additional Connectivity Assistance or additional Lab Assistance is [*] for
each one (1) day increment.  Nortel shall invoice Company upon Nortel's
acceptance of Company's purchase order for Lab Services.  

1.9  NETWORK IMPLEMENTATION AND INTEGRATION MANAGEMENT SERVICES

     Nortel will assign one (1) technician to provide Network Implementation and
Integration Management Services ("NI/IM Services") to Company during Normal
Business Hours.  The technician shall be responsible for the coordination and
implementation of all Standard Services ordered pursuant to this Service Annex
1.0, as well as establishing the plans and procedures for proper interworking of
all Nortel equipment and required third party equipment.  The technician will
provide Company with network integration and implementation plans, timelines,
status reports and recommendation reports, as required.  NI/IM Services will
include, but will not be limited to, the following services:

     Integration plan development and management;

     Network specification:
        Network topology:
          network diagrams;
          nodal functionality diagrams; and
          interconnectivity options.
           2)  Network OSS interfaces:
          a)    system diagrams; and
          b)    type of interface required.
        3)     SERVICES:
          a)    key service descriptions and call flows; and
          b)    error conditions, billing, operational measurements,
restrictions and references.
        4)     NETWORK INTEGRATION PLAN:
          a)     phased schedule of capability turn-up;
          b)    Access, Switching and Transport options;
          c)    test requirements;
          d)    test schedule;
          e)    OSS interface requirements; and
          f)    OEM equipment options.
        5)     NETWORK EVOLUTION:
               a)    future service descriptions; and
               b)    software load requirements.

1.9.1     TERM

     Company may initially order NI/IM Services ("Initial NI/IM Services") in
increments of five hundred twenty (520) hours.  Company may extend the Initial
NI/IM Services in increments of one hundred sixty (160) hours ("Extended NI/IM
Services").   

1.9.2     FEES 

     The price for each 520-hour increment of Initial NI/IM Services is[*].  The
price for each 160-hour increment of Extended NI/IM Services is[*].



SERVICE ANNEX 2.0   CUSTOMIZED SERVICES

The services described in this Support Annex 2.0 represent the Customized
Services with respect to which Company may request a Statement of Work from time
to time during the term of the Agreement.  Nortel will perform Customized
Services either remotely or at the Company's location, as agreed to by the
parties.  

Customized Services will generally be performed during Normal Business Hours.

Company must provide Nortel with written notice at least six (6) weeks prior to
the desired Commencement Date of ordered Customized Services, except as stated
otherwise below.  In the event that Company desires to extend the duration of
any ordered Customized Services, Company must provide Nortel with written notice
at least two (2) weeks  prior to the original completion date of the Customized
Services, except as stated otherwise below. 

All prices, charges and fees set forth in this Service Annex 2.0 are valid for a
period of twelve (12) months following the Effective Date of the Agreement.  In
the event that Company issues a purchase order for Customized Services after the
initial twelve (12) months of the term, but prior to the expiration or
termination, of the Agreement, Nortel shall provide Company with written
notification of the then-current prices, charges and fees for the Customized
Services ordered.  Nortel shall issue monthly invoices for Customized Services
performed during each month, and Company shall pay the entire invoiced amount
within thirty (30) days after the date of invoice, except as stated otherwise
below. 

The prices, charges and fees set forth in this Service Annex 2.0 do not include
travel and living expenses incurred by Nortel.  Nortel shall issue monthly
invoices for actual travel and living expenses (plus a [*]) administrative fee)
incurred during each month, and Company shall pay the entire invoiced amount
within thirty (30) days after the date of invoice.

Nortel's standard overtime rate is time and one half, except as stated below.



2.1  BUSINESS PLANNING SERVICES

     The Business Planning Services that Nortel may provide to Company include
Market Characterization Services, Carrier Product Selection Services, Network
Design Services, Network Operations Services, Business Case Development
Services, New Operation Launch Planning Services, and Sales and Marketing
Training Services.

2.1.1     Market Characterization Services

              Market Characterization Services include the following reports: 
(1) a metropolitan statistical area report, (2) a market demographics report,
and (3) a carrier and service provider report.  
             The metropolitan statistical area report summarizes three hundred
twenty four (324) metropolitan areas located in the United States according to
the existing opportunity to offer competitive switching and non-switching local
exchange services.  This ranking may be structured within Company's objectives
for selecting a target market such as population, the number of businesses with
more than fifty (50) employees and high telecommunications usage, and the number
of existing CLEC networks.
             The market demographics report groups businesses into addressable
buildings and compares businesses by industry and size to their
telecommunications needs.  The results will be presented in a format mutually
agreed to between and between the Company and Nortel. 
             The carrier and service provider report summarizes the
characteristics of carriers and service providers located in the Company's
target market in order to identify the strengths and weaknesses of Company's
competitors, as determined through publicly available information.  This report
will also detail market differentials that are applicable to Company.

2.1.2     Carrier Product Selection Services

              Carrier Product Selection Services provide Company with a product
and service portfolio specific to Company's target market which lists products
recommended for Company's network in order to differentiate Company in Company's
target market and maximize Company's business return.  Company will also receive
a service architecture report that provides available service architecture
products, a competitive price schedule and service options.

2.1.3     Network Design Services

              Network Design Services create for Company a network solution that
will provide unique services to a particular market.  Company will receive
detailed network configurations that may be used in a particular area,
comparisons of the network configurations based upon Company's needs and
business margin, comparisons of alternate technologies and products,
recommendations for network evolution and a report summarizing capital and cash
flow for business planning purposes.

2.1.4     Network Operations Services
              Network Operations Services will recommend the appropriate
operations infrastructure for Company, including, but not limited to, the
employees required, power usage and other operating expenses.  Company will
receive a diagram of the recommended network operation infrastructure.
              In the event that Company has an operations infrastructure, an
incremental cost model may be developed.  Company will receive a report that
analyzes the costs of operation, including, but not limited to, a cost model
detailing the capital required for and the operational cost of the following: 

     OSS Server and Company's hardware, software and system integration
        requirements;
     Desktop computing;
     Datacomms (LAN/WAN);
     Power, real estate, trucks and test equipment;
     Billing processing and administration;
     Manpower expenditures including the number of executives, engineers,
        technicians, administrative personnel, marketing personnel, sales
        personnel, consultants and attorneys required; and
     Utilities, leasing, outsourcing and commission expenses.

2.1.5     Business Case Development Services

     Business Case Development Services assess the viability of Company's
business.  Revenue, expense and capital cash flows will be calculated in
spreadsheet form and the results will be described using the financial
indicators selected by Company.  The credibility of the Business Case is based
upon the thoroughness of the market characterization, product and service demand
forecast, and capitol plan and operations assessment. 

2.1.6     New Operation Launch Planning Services

        New Operation Launch Planning Services are designed to assist Company in
preparing for the start-up of a new telecommunications business.  Company may
receive the following services:

Customized checklists of business activities that must occur to ensure a
   successful launch;
Support to the project management team in preparing project plans for the
   launch; and
Strategy and action planning workshops to assist management in developing and
   clarifying strategic imperatives, business goals and the action plans to
   deliver them.

2.1.7     SALES AND MARKETING TRAINING SERVICES

              Sales and Marketing Training Services may be utilized to develop a
training program for Company's sales and marketing staff which may include
product information, training, documentation, procedures, assistance with
tariffs and forms for Centrex, voice and data.  The program will focus
exclusively on Nortel products.  Company may receive the following services:

              A.   Develop proposals for product offering;
     Develop a sales kit;
     Provide training seminars; 
     Create documentation for Centrex, basic telephony, voice and data; 
     Provide vertical marketing techniques; 
     Develop forms and procedures for telephony service sale completion;
     Sales presentation training for Centrex, includes slide presentation;
     Development of forms and procedure documentation for products; and
     Assistance with development of product collateral. 


2.2  PLANNING, DESIGN AND ENGINEERING SERVICES

     The Planning, Design and Engineering Services offered by Nortel include
Network Architecture Planning Services, Network Design and Engineering Services,
Site Planning Services, Inside and Outside Plant Engineering Support Services,
Intelligent Network Services Creation Consulting and Implementation Services,
and Advanced Intelligent Network Application Support Services.

2.2.1     Network Architecture Planning Services 

              Network Architecture Planning Services will provide a report
recommending future changes to Company's network.  The immediate service
requirements, future expansion expectations, node design, access design,
internodal design, regulatory issues, interconnection, signaling, transport,
operations and services may reviewed in developing recommendations for Company's
network. 

2.2.2     NETWORK DESIGN AND ENGINEERING SERVICES 

              Network Design and Engineering Services will provide a complete
set of detailed engineering documentation for Company's network including, but
not limited to the following: 

     Topology Diagrams: A set of configuration diagrams to provide a topological
        overview of the configuration.
     Backbone Network Design: A design document providing a backbone network
        architecture of Company's network nodes and a comparison between
        Company's network, other carrier networks and other vertical service
        providers.
     Access Network Design: A design document that provides an access and egress
        hybrid network architecture for a target area that supports the GOS and
        economic objectives.
     Detailed Interconnection Design: A design document that provides an
        interconnection architecture between Company's network interface node
        and points of interconnection with other carrier network provider.  A
        report providing specific information such as a list of the facilities,
        capacities, tariff status and typical time from order to delivery is
        also provided.
     Number Plan and Dial Plan Design: A design document that sets forth a
        numbering plan and dial plan to support the network, the services
        offered and the interoperability required.
     Routing Plan Design: A design document that provides a set of routing
        plans, based upon Network Node Type, services supported, (e.g., circuit
        switched, Internet, broadband) and implementation category, (i.e.,
        Network Element resident).
     Signaling Network Design: A design document that provides a backbone
        signaling network architecture of Company's network nodes in comparison
        to PSTN and vertical service providers. The design may incorporate
        multiple signaling protocols and identify specific protocols for a
        particular set of services, such as CCS7 for voice, circuit switched
        data, vertical service and data base query, and ATM for video and
        wideband data.
     A.   Access Signaling Network Design: A design document that provides an
          access and egress hybrid signaling network architecture for a targeted
          area, including a combination of anticipated traffic and service. The
          design may incorporate multiple signaling protocols for a particular
          set of services, such as CCS7 for voice, circuit switched data,
          vertical services, and ATM for video and wideband data.

2.2.3     Site Planning Services 
              Site Planning Services will perform the activities associated with
planning for equipment, power, cable installation as required for successful
turn-up of access sites, tandem nodes and central offices.  Company may receive
the following services: 

     A facilities evaluation report which compares all potential sites by
        function, central office, AN, TN and rationale for choices;
     A planning report for each selected site that identifies the inside plant
        requirements and restrictions in terms of:
        Space, Power and HVAC; 
        Cabling entry, access and distribution;
        EMI, bracing, venting, floor loading and risers; and
        Layout plans for each selected site.


2.2.4     INSIDE AND OUTSIDE PLANT ENGINEERING SUPPORT SERVICES 

              Inside and Outside Plant Engineering Support Services will provide
the engineering standardization, technical specifications and recommended
equipment lists for outside plant equipment for Company's infrastructure
including, but not limited to, the following:

     Splice structure;
     Equipment evaluation and standardization;
     Cable termination and labeling standards; 
     Plant interconnection drawing standards; and 
     Cross connection standards including splice and testing methods, color
        orientation, bundle selection, route naming conventions and inventory
        tracking methodologies. 

2.2.5     INTELLIGENT NETWORK ("IN") SERVICES CREATION CONSULTING AND
     IMPLEMENTATION SERVICES   

     Nortel's IN Services Creation Consulting and Implementation Services may
include:

     Written service description based on the results of a whiteboard session
        with Company to define a viable, deployable I.N. service;
     Comprehensive call flow diagram identifying the expected response from each
        nodal component (e.g., SSP, STP, SCP, NAV, etc.); and/or  
     Assistance/direction in datafilling each nodal component to achieve the
        expected response/ results in the most efficient manner and at the least
        cost.

2.2.6     ADVANCED INTELLIGENT NETWORK ("AIN") APPLICATION SUPPORT SERVICES  

     Nortel's AIN Application Support Services may include the following:

     Overview of the predefined feature/service, providing a general
        understanding of how the feature/service is intended to operate;
     Documentation of the attributes of the service you wish to include in your
        service offering by chairing and leading a discussion on the feature
        strategy and intent with your translation personnel;
     Translation overview (relative table relationships) for the target
        feature/service based on customer specific data; and/or
     Assistance in setting up the translations for one DMS.




2.3  IMPLEMENTATION SERVICES

     The Implementation Services provided by Nortel include Carrier Registration
and Facilities Ordering Services, Customer Care Implementation Support Services,
OSS System Implementation Services, Product and Service Implementation Support
Services, Network Integration Services, Advanced Intelligent Network Service
Deployment Assistance, and Advanced Intelligent Network Documentation Support
Services.

2.3.1     CARRIER REGISTRATION AND FACILITIES ORDERING SERVICES
 
              Carrier Registration and Facilities Ordering Services will provide
for the submission of completed forms and supporting documentation to register
Company with the industry.  Company will receive assistance in obtaining
necessary carrier identifications, tariff separations, completing registrations
and filing non-legal documentation required for Company to be identified as a
Common Local Exchange Carrier ("CLEC") and/or an Interexchange Carrier ("IEC"). 
This service does not include any filings with a state Public Services
Commission ("PSC"), a Public Utility Commission ("PUC") or the Federal
Communications Commission ("FCC"), as such filings require legal counsel.  
Company may receive the following services:
 
     Completed applications for signature by an authorized signatory;

     Technical assistance with legal filings such as:
        Tariff 1 to be filed with FCC if Company is an IXC;
         Service Provider Certificate of Operating Authority ("SPCOA") to be
          filed with PSC and PUC;
        Local Service Provider ("LSP") tariffs with PSC and PUC; and
        Franchise agreements with municipalities, interconnection agreements
          with other carriers.

     Carrier identification codes including, but not limited to:
        Access Customer Name ("ACNA");
        Operating Company Number ("OCN");
        Common Channel Signaling System 7 point code;
        Carrier Identification Code ("CIC");
        Revenue Accounting Office ("RAO") code;
        Interexchange Customer Service Center ("ICSC") code; and
        Collocation applications.

     Number codes within the established national numbering plan, including, but
        not limited to:
        Central Office Codes;
        TCP/IP Address Sets; and
        Emergency services E911 notification.

     Orders for correct and sufficient physical facilities between Company's
        nodes and ILECs, IXCs, ICPs and ISPs.  

2.3.2     Customer Care Implementation Support Services 

           Customer Care Implementation Support Services will assist Company in
the planning and implementation of a customer care center that is designed to
provide any of the following services:

     Service Delivery;
     Trouble reports;
     Billing inquiries;
     Other inquires;
     Outbound customer contacts for service promotions or surveys; and
     Operator and directory services.

Company may receive the following services:

     Preparation of the customer service plan or relevant sections;
     Development of requirements for the call center and operation support
        systems used by the call center staff;
     Physical planning of the call center facility;
     Preparation for resourcing and development of a training plan for a call
        center;
     Project management of planning, building and implementation; and
     Preparation of performance parameters. 

2.3.3     OSS System Implementation Services
 
              OSS System Implementation Services will manage for Company all
aspects of a system implementation project from specifications to project
management to ensure that Company's business requirements are successfully met. 
Company may receive the following services:

     Project management;
     Coordination of all groups involved in the integrated delivery; 
     Specification of changes, IT infrastructure and interface requirements;
     Producing the integrated project plan;
     Integration testing plans development; 
     Verification testing;
     Overall interface design, including IT infrastructure;
     Interface specifications;
     System Change specifications;
     Project Plans;
     Test plans; and
     Verification test results.

2.3.4     Product and Service Implementation Support Services
    
              Product and Service Implementation Support Services will assist
Company in designing and implementing business processes for developing and
launching new products and services, and in planning and introducing a specific
product and/or service.  Company may also receive assistance in improving costs
and increasing revenues for a current product of Company.  
 
Designing and implementing Company's business process may include the following
services:
 
     New product introduction processes including workflow diagrams, gating
        criteria, performance standards, job specific work instructions and
        other process documentation such as templates for product description
        requirements;
     Recommended assignment of specific new product introduction process
        responsibilities;
     Suggestions for an optimal organizational structure to maximize the
        benefits of the new product introduction process; and
     Support in implementing the new product.

Product and service implementation may include the following services:

     Product and service business processes and system requirements for
        acquisition, service, service assurance, billing and collections of
        specific product and service;
     A.   Development of  specific product and service training packages;
     B.   Product and process staff training; and
     C.   Preparation of marketing information.

2.3.5     Network Integration Services
 
              Network Integration Services will assist Company in fully
integrating all components, sub-systems and systems into a complete network and
certify that the network is complete. Company may receive the following
services:
 
     Generic network test plan with a matrix that points to plans and procedures
        for testing the individual network elements. This plan includes the
        procedures necessary to test the interworking of the network elements
        and the overall system as a whole;
     Detailed network test and verification plans;
     Detailed network test procedures to allow execution of the network test
        plans;
     Detailed network test reports that validate the network through the results
        obtained from the execution of the network test plans;
     Network test audits certifying that the test results are satisfactory and
        that the network is ready for commercial launch;
     Punch-list, troubleshooting mechanics and confirmation that suppliers will
        take action to resolve problems; 
     Audit report that compares the designed network to the installed network
        with all differences identified, explained and their impact estimated;
     Report providing recommendations, estimated costs, time for deployment and
        a cost benefit analysis to address differences considered as service
        effecting; and
     Certification of ready to launch status.

2.3.6     ADVANCED INTELLIGENT NETWORK ("AIN") SERVICE DEPLOYMENT ASSISTANCE 

     Nortel may provide the following AIN Service Deployment Assistance:

     A written analysis of the target services network topology that may
        include:
        1)     Evaluation of customer identified routing schemas,
        2)     Alternative routing schemas, if any are available,  and/or
        Determination of whether all Intelligent Network ("IN") components are
          present and
               correctly positioned;
     A written document identifying the proper datafill for each Nortel IN
        component (DMS, Service Builder, NAV, SCE, etc.) for a single site;
     Identification of datafill for non-Nortel IN elements; and/or
     Development of a feature test plan.

2.3.7     ADVANCED INTELLIGENT NETWORK ("AIN")  DOCUMENTATION SUPPORT SERVICES
 
     Nortel may provide the following AIN Documentation Support Services:

     Clearly define and record the expected operation of the target service from
        both the end user perspective and the telco perspective;
     Identify the steps and the appropriate datafill to define and activate the
        service in the various network elements; and/or
     Develop a reference document for the customer.


2.4  OPERATIONS SUPPORT AND OUTSOURCING SERVICES

     The Operations Support and Outsourcing Services provided by Nortel include
Business Process Improvement Services, Operations Planning Services, Operations
Review Services, and OSS System Implementation Services.

2.4.1     BUSINESS PROCESS IMPROVEMENT SERVICES
 
              Business Process Improvement Services will assist Company in
defining, developing and implementation of Company's business processes required
to operate Company's business effectively and meet Company's customer
expectations. Company also may receive assistance in customer acquisition,
service delivery, billing and collections and service assurance.  Company may
receive the following services:

     Customized business process definition to meet Company's business plans;
     Comparing strategic business processes to major database entities;
     Process and procedure documentation;
     Guidelines for transition to the new process;
     Proposals for organizational changes required to support the process; and
     Practical support during the implementation period.

2.4.2     Operations Planning Services 

              Operations Planning Services will provide Company with a draft of
an operations plan that addresses operational problems and opportunities, and
presents proposals for operational improvement.  The operations plan may provide
a framework for future evolution of Company's business, identification of
immediate and long term opportunities to improve customer service, revenue
earning capability and operating efficiency, and may include the following:

     New product planning, development and introduction;
     Network planning and network deployment;
     Customer acquisition including marketing, sales and order entry functions;
     Service delivery;
     Service assurance;
     Billing and collections;
     Network use, collection and management including record edit, validation
        and control;
     Operator services; and
     Carrier liaison.

2.4.3     OPERATIONS REVIEW SERVICES

          Operations Review Services will provide Company with a comprehensive
review of current operational performance, identifies operational problems and
identifies opportunities for improvement.  Company will receive a detailed
operations review report containing an assessment of the strengths and
weaknesses of Company's business operations with specific recommendations for
improvement, and an evaluation of Company's performance compared to Company's
own objectives and standards and industry standards.  Company may receive the
following services:

     New product planning, development and introduction;
     Network planning and network deployment;
     Customer acquisition including marketing, sales and order entry functions;
     Service delivery;
     Service assurance;
     Billing and collections;
     Network usage collection and management including record edit, validation
        and controls;
     Operator services; and
     Carrier liaison.

2.4.4     OSS SYSTEM IMPLEMENTATION SERVICES  
 
     OSS System Implementation Services will manage for Company all aspects of a
system implementation project from specifications to project management to
ensure that Company's business requirements are successfully met.  Company may
receive the following services:

     Project management;
     Coordination of all groups involved in the integrated delivery; 
     Specification of changes, IT infrastructure and interface requirements;
     Producing the integrated project plan;
     Integration testing plans development; 
     Verification testing;
     Overall interface design, including IT infrastructure;
     Interface specifications;
     System change specifications;
     Project plans;
     Test plans; and 
     Verification test results.


2.5  OSS PLANNING AND DESIGN SERVICES

        The OSS Planning and Design Services provided by Nortel include OSS
Information Planning Services, Information Systems Planning Services,
Information Systems Architecture Services, OSS Solutions Design Services, OSS
Vendor Evaluation Services, and OSS Performance Review Services.

2.5.1     OSS INFORMATION PLANNING SERVICES

              OSS Information Planning Services will assist Company in
developing an OSS information system plan.  Company may receive the following
services:

     Define and validate Company's business problem by analyzing business,
        market and technology variables as well as the Company's tools and
        objectives;
     Develop and validate a set of architectural principles and rules to be used
        in creating the OSS strategic architecture and infrastructure;
     Define integration requirements between system components;
     Provide system implementation recommendations based upon business needs and
        technical merits;
     Define future organizational structure, skills and staffing needs; and
     Define testing, training and documentation strategies, goals and
        directives.

2.5.2     INFORMATION SYSTEMS PLANNING SERVICES

              Information Systems Planning Services will provide Company with an
integrated and planned OSS system deployment, migration planning for ongoing
launching of systems, system functionality and infrastructure, and future
resource requirements for OSS management including, but not limited to, budget
requirements, skills, staffing and capacity.  Company may receive the following
services:

     OSS System implementation selections;
     Integrated project plan for OSS including system introduction, migration
        and major functional enhancement; 
     Interface definitions and testing;
     OSS standards for testing, documentation and training; and
     Resource plan. 

2.5.3          INFORMATION SYSTEMS ARCHITECTURE SERVICES

              Information Systems Architecture Services will provide Company
with an operational blueprint for Company's OSS system and the infrastructure
upon which the OSS system will operate.  This service ensures consistency and
interoperability of components, reduces duplication of data and processes, sets
the technical boundaries for the OSS and provides a framework for planning and
development of systems and networks based upon the principles set forth in the
Information Systems Plan described in Section 2.5.0.2 above.  Company may
receive the following services:

     Application architecture comparing business function with OSS function;
     Data architecture defining the data requirements and database of record;
        and
     IT architecture defining the infrastructure supporting and constructing
        systems.

2.5.4     OSS SOLUTION DESIGN SERVICES

              OSS Solution Design Services will assist Company in the
development of an integrated project plan for Company's OSS, based upon
Company's business requirements.  Company may receive an integrated solution
design document which outlines the recommended changes to Company's existing OSS
system, functions of a new OSS and interface specifications between OSS systems.
Company may receive the following services:

     Produce an integrated solution for OSS;
     Define the changes required to existing OSS and functional specification of
        new OSS to support business requirements;
     Define interface requirements for OSS;
     Identify dependencies, risk and sizing per each OSS; and
     Produce an integrated project plan.

2.5.5     OSS VENDOR EVALUATION SERVICES

              OSS Vendor Evaluation Services will assist Company in making
decisions regarding the selection of an OSS platform and OSS application
procurement in the event that Company is a new or growing operator.  Company may
receive the following services: 

     Preparation of an request for purchase ("RFP") based upon Company's
        business and technical requirements for submission to a relevant vendor;
     Prepare vendor evaluation and selection criteria in consideration of
        Company's defined systems and business requirements;
     Assess vendor capability based upon financial stability, support, product
        functionality and technical competence;
     Assess technical platforms against compliance with industry standards and
        Company needs as stated in the RFP; 
     Assess application functionality in comparison to Company's requirement
        model for each functional area; and
     Prepare a list of suitable vendors.

2.5.6     OSS PERFORMANCE REVIEW SERVICES 

              OSS Performance Review Services will provide Company with a
comprehensive assessment of Company's current OSS environment, performance and
capacity for meeting Company's future requirements, and the identification and
prioritizing of areas critical to future growth of Company's business. 
Company's OSS and business teams will participate in workshops in order to
formulate accurate information regarding the flow of information and business
process supported by each OSS application.  The results will be used to compare
the technical and functional fit of each current OSS application against
Company's business requirements.  A gap analysis is provided including
recommendations for changes to current applications, options to purchase third
party components and a migration plan for reaching the target.