<PAGE>

                                                                   Exhibit 10.24

               INTERCONNECTION, RESALE AND UNBUNDLING AGREEMENT




                                    BETWEEN




                            GTE SOUTH INCORPORATED




                                      AND




               MEBTEL INTEGRATION COMMUNICATION SOLUTIONS, INC.
<PAGE>

<TABLE>
<CAPTION>
                                         TABLE OF CONTENTS
<S>                                                                                                      <C>
ARTICLE I: SCOPE AND INTENT OF AGREEMENT............................................................      I-1

ARTICLE II: DEFINITIONS.............................................................................     II-1

     1.   General Definitions.......................................................................     II-1
          --------------------
          1.1     Access Service Request (ASR)......................................................     II-1
          1.2     Act...............................................................................     II-1
          1.3     Affiliate.........................................................................     II-1
          1.4     Answer Supervision................................................................     II-1
          1.5     Applicable Law....................................................................     II-1
          1.6     As-Is Transfer (AIT)..............................................................     II-1
          1.7     Automatic Location Identification/Data Management System (ALI/DMS)................     II-1
          1.8     Automated Message Accounting (AMA)................................................     II-2
          1.9     Automatic Number Identification (ANI).............................................     II-2
          1.10    Basic Local Exchange Service......................................................     II-2
          1.11    Bill-and-Keep Arrangement.........................................................     II-2
          1.12    Bona Fide Request (BFR)...........................................................     II-2
          1.13    Business Day......................................................................     II-2
          1.14    Central Office Switch.............................................................     II-2
          1.15    Centralized Message Distribution System (CMDS)....................................     II-2
          1.16    CLLI Codes........................................................................     II-2
          1.17    Commission........................................................................     II-2
          1.18    Common Channel Signaling (CCS)....................................................     II-3
          1.19    Competitive Local Exchange Carrier (CLEC).........................................     II-3
          1.20    Compliance........................................................................     II-3
          1.21    Conversation Time.................................................................     II-3
          1.22    Currently Available...............................................................     II-3
          1.23    Customer..........................................................................     II-3
          1.24    Customer Service Record Search....................................................     II-3
          1.25    Dedicated Transport...............................................................     II-3
          1.26    Disconnect Supervision............................................................     II-3
          1.27    DS-1..............................................................................     II-3
          1.28    DS-3..............................................................................     II-4
          1.29    Electronic File Transfer..........................................................     II-4
          1.30    Enhanced Service Provider (ESP) )/Internet Service Provider (ISP) Traffic.........     II-4
          1.31    E-911 Service.....................................................................     II-4
          1.32    Exchange Message Record (EMR).....................................................     II-4
          1.33    Exchange Service..................................................................     II-4
          1.34    Expanded Interconnection Service (EIS)............................................     II-4
          1.35    Facility..........................................................................     II-4
          1.36    FCC...............................................................................     II-4
          1.37    Generator.........................................................................     II-4
          1.38    GTE Guide.........................................................................     II-5
          1.39    GTOC..............................................................................     II-5
          1.40    Hazardous Chemical................................................................     II-5
          1.41    Hazardous Waste...................................................................     II-5
          1.42    Imminent Danger...................................................................     II-5
          1.43    Incumbent Local Exchange Carrier (ILEC)...........................................     II-5
          1.44    Initial Service Order.............................................................     II-5
          1.45    Interconnection Facility..........................................................     II-5
          1.46    Interconnection Point (IP)........................................................     II-5
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                    <C>
     1.47    Interexchange Carrier (IXC) ...........................................................   II-6
     1.48    Interim Number Portability (INP) ......................................................   II-6
     1.49    Internetwork Facilities ...............................................................   II-6
     1.50    ISDN User Part (ISUP) .................................................................   II-6
     1.51    Line Information Data Base (LIDB) .....................................................   II-6
     1.52    Line Side .............................................................................   II-6
     1.53    Local Access and Transport Area (LATA) ................................................   II-6
     1.54    Local Exchange Carrier (LEC) ..........................................................   II-6
     1.55    Local Exchange Routing Guide (LERG) ...................................................   II-6
     1.56    Local Number Portability (LNP) ........................................................   II-6
     1.57    Local Service Request (LSR) ...........................................................   II-7
     1.58    Local Traffic .........................................................................   II-7
     1.59    Loop Facility Charge ..................................................................   II-7
     1.60    Main Distribution Frame (MDF) .........................................................   II-7
     1.61    Meet-Point Billing (MPB) ..............................................................   II-7
     1.62    Mid-Span Fiber Meet ...................................................................   II-7
     1.63    Multiple Exchange Carrier Access Billing (MECAB) ......................................   II-7
     1.64    Multiple Exchange Carriers Ordering and Design Guidelines for Access Services -
             Industry Support Interface (MECOD) ....................................................   II-7
     1.65    Network Interface Device (NID) ........................................................   II-8
     1.66    911 Service ...........................................................................   II-8
     1.67    North American Numbering Plan (NANP) ..................................................   II-8
     1.68    Numbering Plan Area (NPA) .............................................................   II-8
     1.69    NXX, NXX Code, Central Office Code or CO Code .........................................   II-8
     1.70    Owner or Operator .....................................................................   II-8
     1.71    Party/Parties .........................................................................   II-8
     1.72    Pole Attachment .......................................................................   II-8
     1.73    Provider ..............................................................................   II-8
     1.74    Public Safety Answering Point (PSAP) ..................................................   II-9
     1.75    Rate Center ...........................................................................   II-9
     1.76    Right-of-way (ROW) ....................................................................   II-9
     1.77    Routing Point .........................................................................   II-9
     1.78    Service Control Point (SCP) ...........................................................   II-9
     1.79    Service Switching Point (SSP) .........................................................   II-9
     1.80    Shared Transport ......................................................................   II-9
     1.81    Signaling Point (SP) ..................................................................  II-10
     1.82    Signaling System 7 (SS7) ..............................................................  II-10
     1.83    Signal Transfer Point (STP) ...........................................................  II-10
     1.84    Subsidiary ............................................................................  II-10
     1.85    Subsequent Service Order ..............................................................  II-10
     1.86    Synchronous Optical Network (SONET) ...................................................  II-10
     1.87    Switched Access Service ...............................................................  II-10
     1.88    Telcordia Technologies ................................................................  II-10
     1.89    Telecommunications Services ...........................................................  II-10
     1.90    Third Party Contamination .............................................................  II-10
     1.91    Transfer of Service ...................................................................  II-11
     1.92    Trunk Side ............................................................................  II-11
     1.93    Unbundled Network Element (UNE) .......................................................  II-11
     1.94    Undefined Terms .......................................................................  II-11
     1.95    Vertical Features (including CLASS Features) ..........................................  II-11
     1.96    Wire Center............................................................................  II-11

  ARTICLE III: GENERAL PROVISIONS ..................................................................  III-1
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                      <C>
     1.      Scope of General Provisions...........................................................      III-1

     2.      Term and Termination..................................................................      III-1
             2.1    Term...........................................................................      III-1
             2.2    Post-Termination Arrangements..................................................      III-1
             2.3    Termination Upon Default.......................................................      III-1
             2.4    Termination Upon Sale..........................................................      III-2
             2.5    Liability Upon Termination.....................................................      III-2

     3.      Amendments............................................................................      III-2

     4.      Assignment............................................................................      III-2

     5.      Authority.............................................................................      III-2

     6.      Responsibility for Payment............................................................      III-2

     7.      CLEC Profile..........................................................................      III-2

     8.      Contact Exchange......................................................................      III-3

     9.      Electronic Interface..................................................................      III-3

     10.     Billing and Payment...................................................................      III-3
             10.1   Back Billing...................................................................      III-3
             10.2   Dispute........................................................................      III-3
             10.3   Late Payment Charge............................................................      III-3
             10.4   Due Date.......................................................................      III-4
             10.5   Audits.........................................................................      III-4

     11.     Binding Effect........................................................................      III-4

     12.     Capacity Planning and Forecasting.....................................................      III-4

     13.     Compliance with Laws and Regulations..................................................      III-4

     14.     Confidential Information..............................................................      III-4
             14.1   Identification.................................................................      III-4
             14.2   Handling.......................................................................      III-5
             14.3   Exceptions.....................................................................      III-5
             14.4   Survival.......................................................................      III-6

     15.     Consent...............................................................................      III-6

     16.     Cooperation on Fraud Minimization.....................................................      III-6

     17.     Reimbursement of Expenses.............................................................      III-6

     18.     Dispute Resolution....................................................................      III-6
             18.1   Alternative to Litigation......................................................      III-6
             18.2   Negotiations...................................................................      III-6
             18.3   Arbitration....................................................................      III-7
             18.4   Expedited Arbitration Procedures...............................................      III-7
             18.5   Costs..........................................................................      III-7
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                      <C>
             18.6    Continuous Service............................................................       III-7

     19.     Entire Agreement......................................................................       III-7

     20.     Expenses..............................................................................       III-8

     21.     Force Majeure.........................................................................       III-8

     22.     Good Faith Performance................................................................       III-8

     23.     Governinq Law.........................................................................       III-8

     24.     Standard Practices....................................................................       III-8

     25.     Headings..............................................................................       III-8

     26.     Independent Contractor Relationship...................................................       III-8

     27.     Law Enforcement Interface.............................................................       III-9

     28.     Liability and Indemnity...............................................................       III-9
             28.1   Indemnification................................................................       III-9
             28.2   End-User and Content-Related Claims............................................       III-9
             28.3   DISCLAIMER.....................................................................      III-10
             28.4   Limitation of Liability........................................................      III-10
             28.5   Intellectual Property..........................................................      III-10

     29.     Multiple Counterparts.................................................................      III-10

     30.     No Third Party Beneficiaries..........................................................      III-11

     31.     Notices...............................................................................      III-11

     32.     Protection............................................................................      III-11
             32.1   Impairment of Service..........................................................      III-11
             32.2   Resolution.....................................................................      III-12

     33.     Publicity.............................................................................      III-12

     34.     Regulatory Agency Control.............................................................      III-12

     35.     Changes in Legal Requirement..........................................................      III-12

     36.     Effective Date........................................................................      III-12

     37.     Regulatory Matters....................................................................      III-12

     38.     Rule of Construction..................................................................      III-13

     39.     Section References....................................................................      III-13

     40.     Service Standards To Measure Quality of Service.......................................      III-13

     41.     Severability..........................................................................      III-13
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                 <C>
     42.  Subcontractors.........................................................   III-13

     43.  Subsequent Law.........................................................   III-13

     44.  Taxes..................................................................   III-13
          44.1     Tax...........................................................   III-14
          44.2     Fees/Regulatory Surcharges....................................   III-14

     45.  Trademarks and Trade Names.............................................   III-14

     46.  Waiver.................................................................   III-14

     47.  Environmental Responsibility...........................................   III-14

     48.  TBD Prices.............................................................   III-16

     49.  Amendment of Certain Rates, Terms and Conditions.......................   III-16

ARTICLE IV: GENERAL RULES GOVERNING RESOLD SERVICES AND UNBUNDLED ELEMENTS.......     IV-1

     1.   General................................................................     IV-1

     2.   Liability of GTE.......................................................     IV-1
          2.1      Inapplicability of Tariff Liability...........................     IV-1
          2.2      MEBTEL Tariffs or Contracts...................................     IV-1
          2.3      No Liability for Errors.......................................     IV-1

     3.   Unauthorized Changes...................................................     IV-2
          3.1      Procedures....................................................     IV-2

     4.   Impact of Payment of Charges on Service................................     IV-2

     5.   Unlawful Use of Service................................................     IV-3

     6.   Timing of Messages.....................................................     IV-3

     7.   Procedures For Preordering, Ordering, Provisioning, Etc................     IV-3

     8.   Letter of Authorization................................................     IV-3

     9.   Customer Contacts......................................................     IV-4

ARTICLE V: INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC..............      V-1

     1.   Services Covered by This Article.......................................      V-1
          1.1      Types of Services.............................................      V-1

     2.   Billing and Rates......................................................      V-1
          2.1      Service Ordering, Service Provisioning, and Billing...........      V-1
          2.2      Rates and Charges.............................................      V-1
          2.3      Billing.......................................................      V-1
          2.4      Billing Specifications........................................      V-1

     3.   Transport and Termination of Traffic...................................      V-2
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                     <C>
          3.1  Traffic to be Exchanged................................................    V-2
          3.2  Compensation For Exchange Of Traffic...................................    V-2
          3.3  Tandem Switching Traffic...............................................    V-4
          3.4  Inter-Tandem SWitching.................................................    V-4

     4.   Direct Network Interconnection..............................................    V-4
          4.1  Network Interconnection Architecture...................................    V-4
          4.2  Compensation...........................................................    V-5
          4.3  Trunking Requirements..................................................    V-6
          4.4  Trunk Forecasting......................................................    V-7
          4.5  Trunk Facility Under Utilization.......................................    V-8
          4.6  Network Redesigns Initiated by GTE.....................................    V-8
          4.7  Interconnection Calling and Called Scopes for the Access Tandem
               Interconnection and the End Office Interconnection.....................    V-8

     5.   Indirect Network Interconnection............................................    V-8

     6.   Number Resources............................................................    V-8
          6.1  Number Assignment......................................................    V-8
          6.2  Rate Centers...........................................................    V-9
          6.3  Routing Points.........................................................    V-9
          6.4  Code and Numbers Administration........................................    V-9
          6.5  Programming Switches...................................................    V-9

     7.   Number Portability (NP).....................................................    V-9
          7.1  Interim Number Portability (INP).......................................    V-9
          7.2  Local Number Portability (LNP).........................................   V-10

     8.   Meet-Point Billing (MPB)....................................................   V-10
          8.1  Meet-Point Arrangements................................................   V-10
          8.2  Compensation...........................................................   V-11

     9.   Common Channel Signaling....................................................   V-11
          9.1  Service Description....................................................   V-11
          9.2  Signaling Parameters...................................................   V-11
          9.3  Privacy Indicators.....................................................   V-11
          9.4  Connection Through Signal Transfer Point (STP).........................   V-11
          9.5  Third Party Signaling Providers........................................   V-12
          9.6  Multi-Frequency Signaling..............................................   V-12

    10.   Network Management Controls.................................................   V-12

ARTICLE VI: RESALE OF SERVICES........................................................   VI-1

     1.   General.....................................................................   VI-1

     2.   Terms and Conditions........................................................   VI-1
          2.1  Restrictions on Resale.................................................   VI-1
          2.2  Interim Universal Service Support Charge for Resale Services...........   VI-1
          2.3  Restrictions on Discount of Retail Services............................   VI-2
          2.4  Resale to Other Carriers...............................................   VI-2

     3.   Ordering and Billing........................................................   VI-2
          3.1  Service Ordering, Service Provisioning, and Billing....................   VI-2
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                      <C>
          3.2   Local Service Request................................................    VI-2
          3.3   Certificate of Operating Authority...................................    VI-3
          3.4   Directory Assistance (DA) Listings...................................    VI-3
          3.5   Nonrecurring Charges.................................................    VI-3
          3.6   Alternate Billed Calls...............................................    VI-3
          3.7   Transfers Between MEBTEL and Another Reseller of GTE Services........    VI-4
          3.8   Local Calling Detail.................................................    VI-4
          3.9   Billing..............................................................    VI-4
          3.10  LIDB.................................................................    VI-4
          3.11  Originating Line Number Screening (OLNS).............................    VI-4

     4.   Maintenance................................................................    VI-4
          4.1   Maintenance, Testing and Repair......................................    VI-4

     5.   Services Available for Resale..............................................    VI-4
          5.1   Description of Local Exchange Services Available for Resale..........    VI-4
          5.2   Other Services Available for Resale..................................    VI-5
          5.3   Rates................................................................    VI-5
          5.4   Grandfathered Services...............................................    VI-5
          5.5   Access...............................................................    VI-6
          5.6   Operator Services (OS) and Directory Assistance (DA).................    VI-6

ARTICLE VII: UNBUNDLED NETWORK ELEMENTS..............................................   VII-1

     1.   General

     2.   Unbundled Network Elements.................................................   VII-1
          2.1   Categories...........................................................   VII-1
          2.2   Prices...............................................................   VII-2
          2.3   Connection to Unbundled Elements.....................................   VII-2
          2.4   Service Quality......................................................   VII-3
          2.5   Provisioning and Support.............................................   VII-3

     3.   Ordering and Billing.......................................................   VII-3
          3.1   Service Ordering, Service Provisioning, and Billing..................   VII-3
          3.2   Local Service Request................................................   VII-3
          3.3   Certificate of Operating Authority...................................   VII-3
          3.4   Directory Assistance (DA) Listings...................................   VII-4
          3.5   Nonrecurring Charges.................................................   VII-4
          3.6   Transfers Between MEBTEL.............................................   VII-4
          3.7   Billing..............................................................   VII-4

     4.   Network Interface Device...................................................   VII-4
          4.1   Direct Connection....................................................   VII-4
          4.2   NID to NID Connection................................................   VII-5
          4.3   Removal of Cable Pairs...............................................   VII-5
          4.4   Maintenance..........................................................   VII-5
          4.5   Collocation Requirement..............................................   VII-5

     5.   Loop Elements..............................................................   VII-5
          5.1   Service Description..................................................   VII-5
          5.2   Categories of Loops..................................................   VII-5
          5.3   Conditioned Loops....................................................   VII-7
          5.4   Loop Testing.........................................................   VII-7
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                                 <C>
          5.5    Pair Gain Technologies.........................................................     VII-7
          5.6    Unbundled Loop Facility Qualification..........................................     VII-8
          5.7    Unbundled Loop Facility Compatibility..........................................     VII-8
          5.8    Subloops.......................................................................     VII-9

     6.   Port and Local Switching Elements.....................................................     VII-9
          6.1    Port...........................................................................     V11-9
          6.2    Ports Available as UNEs........................................................     VII-9
          6.3    Local Switching................................................................     VII-9
          6.4    Compliance with Section 2.3....................................................    VII-10

     7.   Transport Elements....................................................................    VII-11
          7.1    Shared Transport...............................................................    VII-11
          7.2    Dedicated Transport............................................................    VII-11

     8.   SS7 Transport and Signaling...........................................................    VII-12

     9.   LIDB Services.........................................................................    VII-12

    10.   Database 800-Type Services............................................................    VII-12

    11.   Operator Services and Directory Assistance............................................    VII-12

    12.   Customized Routing....................................................................    VII-13

    13.   Advanced Intelligent Network Access (AIN).............................................    VII-14

    14.   Directory Assistance Listing..........................................................    VII-14

    15.   Operational Support Systems (OSS).....................................................    VII-14

    16.   Bona Fide Request Process.............................................................    VII-14
          16.1   Intent.........................................................................    VII-14
          16.2   Process........................................................................    VII-14

ARTICLE VIII: ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS..........................    VIII-1

     1 .  Transfer of Service Announcements.....................................................    VIII-1

     2.   Misdirected Calls.....................................................................    VIII-1

     3.   911/E-911 Arrangements................................................................    VIII-1
          3.1    Description of Service.........................................................    VIII-1
          3.2    Transport......................................................................    VIII-1
          3.3    Cooperation and Level of Performance...........................................    VIII-2
          3.4    Basic 911 and E-911 General Requirements:......................................    VIII-2
          3.5    Compensation...................................................................    VIII-6
          3.6    Liability......................................................................    VIII-7

     4.   Information Services Traffic..........................................................    VIII-7
          4.1    Routing........................................................................    VIII-7
          4.2    Billing and Collection and Information Service Provider (ISP) Remuneration.....    VIII-7
          4.3    900-976 Call Blocking..........................................................    VIII-7
          4.4    Miscellaneous..................................................................    VIII-7
</TABLE>
<PAGE>

<TABLE>
<S>                                                                                    <C>
     5.   Telephone Relay Service....................................................   VIII-7

     6.   Directory Assistance and Operator Services.................................   VIII-8
          6.1   Directory Assistance Calls...........................................   VIII-8
          6.2   Operator Services Calls..............................................   VIII-8

     7.   Directory Assistance Listings Information..................................   VIII-8

     8.   Directory Listings and Directory Distribution..............................   VIII-9
          8.1   Listings.............................................................   VIII-9
          8.2   Distribution.........................................................   V111-9

     9.   Busy Line Verification and Busy Line Verification Interrupt................   VIII-9

    10.   Street Address Guide (SAG).................................................  VIII-10

    11.   Dialing Format Changes.....................................................  VIII-10

ARTICLE IX:  COLLOCATION.............................................................     IX-1

    1.    Physical Collocation.......................................................     IX-1
          1.1   Space Planning.......................................................     IX-1
          1.2   Connection to Customer Loops and Ports...............................     IX-1
          1.3   Connection to Other Collocated Carriers..............................     IX-1
          1.4   Choice of Vendor.....................................................     IX-2
          1.5   Monitoring...........................................................     IX-2
          1.6   Phone Service........................................................     IX-2
          1.7   Intraoffice Diversity................................................     IX-2
          1.8   MEBTEL Proprietary Information.......................................     IX-2
          1.9   Notification of Modifications........................................     IX-2
          1.10  Drawings.............................................................     IX-3
          1.11  Construction of Space................................................     IX-3
          1.12  Connection Equipment.................................................     IX-4
          1.13  Access to MEBTEL Collocation Space...................................     IX-4

ARTICLE X: ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY........................     IX-1

ARTICLE XI: SIGNATURE PAGE...........................................................     IX-1

APPENDIX A: RATES AND CHARGES FOR TRANSPORT AND TERMINATION OF TRAFFIC...............      A-1

APPENDIX B: RATES AND CHARGES FOR NUMBER PORTABILITY.................................      B-1

APPENDIX C: SERVICES AVAILABLE FOR RESALE............................................      C-1

APPENDIX D: PRICES FOR UNBUNDLED NETWORK ELEMENTS....................................      D-1

APPENDIX E: RATES AND CHARGES FOR 911/E-911 ARRANGEMENTS.............................      E-1

APPENDIX F: COMPENSATION FOR EXCHANGE OF TRAFFIC USING UNBUNDLED ELEMENTS............      F-1

APPENDIX 49A: AMENDMENT TO CERTAIN RATES, TERMS AND CONDITIONS - AT&T TERMS..........    49A-1

APPENDIX 49B: AMENDMENT TO CERTAIN RATES, TERMS AND CONDITIONS - GTE TERMS...........    49B-1
</TABLE>

<PAGE>

This Interconnection, Resale and Unbundling Agreement (the "Agreement"), is by
and between GTE South Incorporated, with its address for purposes of this
Agreement at 600 Hidden Ridge Drive, Irving, Texas 75038 ("GTE"), and MebTel
Integration Communication Solutions, Inc., in its capacity as a certified
Provider of local two-way wireline dial-tone service ("MEBTEL"), with its
address for this Agreement at 103 South Fifth Street, Mebane, NC 27302 (GTE and
MEBTEL being referred to collectively as the "Parties" and individually as a
"Party"). This Agreement covers services in the State of North Carolina only
(the "State").

WHEREAS, interconnection between competing Local Exchange Carriers (LECs) is
necessary and desirable for the mutual exchange and termination of traffic
originating on each LEC's network; and

WHEREAS, the Parties desire to exchange such traffic and related signaling in a
technically and economically efficient manner at defined and mutually agreed
upon interconnection points; and

WHEREAS, the Parties wish to enter into an agreement to interconnect their
respective telecommunications networks on terms that are fair and equitable to
both Parties; and

WHEREAS, Section 251 of the Telecommunications Act of 1996 (the "Act") imposes
specific obligations on LECs with respect to the interconnection of their
networks, resale of their telecommunications services, access to their poles,
ducts, conduits and rights-of-way and, in certain cases, the offering of certain
Unbundled Network Elements (UNEs) and physical collocation of equipment in LEC
premises; and

WHEREAS, GTE is entering, under protest, into certain aspects of this Agreement
that incorporate adverse results from the arbitrated agreements approved by the
Commission in this state and is doing so in order to avoid the expense of
arbitration while at the same time preserving its legal positions, rights and
remedies, pursuant to Article III, Section 49.

NOW, THEREFORE, in consideration of the mutual provisions contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, GTE and MEBTEL hereby covenant and agree as follows:
<PAGE>

                                   ARTICLE I

                         SCOPE AND INTENT OF AGREEMENT

Pursuant to this Agreement, the Parties will extend certain arrangements to one
another within each area in which they both operate within the State for
purposes of interconnection and the exchange of traffic between their respective
end-user customers, and reciprocal access to poles, ducts, conduits and rights-
of-way. This Agreement also governs the purchase by MEBTEL of certain
telecommunications services provided by GTE in its franchise areas for resale by
MEBTEL, the purchase by MEBTEL of certain Unbundled Network Elements from GTE,
and the terms and conditions of the collocation of certain equipment of MEBTEL
in the premises of GTE. This Agreement is an integrated package that reflects a
balancing of interests critical to the Parties. This Agreement will be submitted
to the North Carolina Utilities Commission (the "Commission") for approval. The
Parties agree that their entrance into this Agreement is without prejudice to
and does not waive any positions they may have taken previously, or may take in
the future, in any legislative, regulatory, judicial or other public forum
addressing any matters, including matters related to the same types of
arrangements and/or matters related to GTE's cost recovery covered in this
Agreement. MEBTEL agrees to negotiate reciprocal terms and conditions with GTE
based on this Agreement. GTE's execution of this Agreement is not a concession
or waiver in any manner concerning its position that certain rates, terms and
conditions contained herein are unlawful, illegal and improper.

The services and facilities to be provided to MEBTEL by GTE in satisfaction of
this Agreement may be provided pursuant to GTE tariffs and then current
practices. Should such services and facilities be modified by tariff or by
Order, including any modifications resulting from other Commission proceedings,
federal court review or other judicial action, and unless otherwise specified
herein, such modifications will be deemed to automatically supersede any rates
and terms and conditions of this Agreement. The Parties shall cooperate with one
another for the purpose of incorporating required modifications into this
Agreement.

                                      I-1
<PAGE>

                                  ARTICLE II

                                  DEFINITIONS

1.   General Definitions.
     --------------------

     Except as otherwise specified herein, the following definitions shall apply
     to all Articles and Appendices contained in this Agreement. Additional
     definitions that are specific to the matters covered in a particular
     Article may appear in that Article. To the extent that there may be any
     conflict between a definition set forth in this Article II and any
     definition in a specific Article or Appendix, the definition set forth in
     the specific Article or Appendix shall control with respect to that Article
     or Appendix.

     1.1   Access Service Request (ASR)
           ----------------------------

           An industry standard form, which contains data elements and usage
           rules used by the Parties to add, establish, change or disconnect
           services or trunks for the purposes of Interconnection.

     1.2   Act
           ---

           The Telecommunications Act of 1996, Public Law 104-104 of the 104th
           United States Congress effective February 8, 1996.

     1.3   Affiliate
           ---------

           A person, corporation or other legal entity that, directly or
           indirectly, owns or controls a Party, or is owned or controlled by,
           or is under common ownership or control with a Party.

     1.4   Answer Supervision
           ------------------

           An off-hook supervisory signal.

     1.5   Applicable Law
           --------------

           All laws, statutes, common law, regulations, ordinances, codes,
           rules, guidelines, orders, permits, and approvals of any
           Governmental Authority, which apply or relate to the subject matter
           of this Agreement.

     1.6   As-Is Transfer (AIT)
           --------------------

           The transfer of all telecommunications services and features
           available for resale, that are currently being provided for a
           specific account, without the requirements of a specific enumeration
           of the services and features on the Local Service Request (LSR).

     1.7   Automatic Location Identification/Data Management System (ALI/DMS)
           ------------------------------------------------------------------

           The emergency services (E-911/911) database containing customer
           location information (including name, address, telephone number, and
           sometimes special information from the local service provider) used
           to process subscriber access records into Automatic Location
           Identification (ALI) records. From this database, records are
           forwarded to GTE's ALI Gateway for downloading by local ALI database
           systems to be available for retrieval in response to Automatic
           Number Identification (ANI) from a 9-1-1 call. Also, from this
           database, GTE will upload to its selective routers the selective
           router ALI (SR/ALI) which is used to determine to which Public
           Safety Answering Point (PSAP) to route the call.

                                     II-1
<PAGE>

     1.8   Automated Message Accounting (AMA)
           ----------------------------------

           The structure inherent in switch technology that initially records
           telecommunication message information. AMA format is contained in the
           Automated Message Accounting document, published by Telcordia
           Technologies as GR-1100-CORE which defines the industry standard for
           message recording.

     1.9   Automatic Number Identification (ANI)
           -------------------------------------

           The number transmitted through the network identifying the calling
           party.

     1.10  Basic Local Exchange Service
           ----------------------------

           Voice grade access to the network that provides: the ability to place
           and receive calls; touch-tone service, access to operator services;
           access to directory assistance; access to emergency services (E911);
           access to telephone relay service (TRS); access to interexchange
           carriers of the customer's choice; standard white pages directory
           listing; and toll blocking for low-income consumers participating in
           Lifeline (subject to technical feasibility).

     1.11  Bill-and-Keep Arrangement
           -------------------------

           A compensation arrangement whereby the Parties do not render bills to
           each other for the termination of Local Traffic specified in this
           Agreement and whereby the Parties terminate local exchange traffic
           originating from end-users served by the networks of the other Party
           without explicit charging among or between said carriers for such
           traffic exchange.

     1.12  Bona Fide Request (BFR)
           -----------------------

           Process intended to be used when requesting customized Service Orders
           for certain services, features, capabilities or functionality defined
           and agreed upon by the Parties as services to be ordered as BFRs.

     1.13  Business Day
           ------------

           Monday through Friday, except for holidays on which the U.S. mail is
           not delivered.

     1.14  Central Office Switch
           ---------------------

           A switch used to provide telecommunications services including (1)
           End Office Switches which are Class 5 switches from which end-user
           -------------------
           Exchange Services are directly connected and offered, and (2) Tandem
                                                                         ------
           Office Switches which are Class 4 switches which are used to connect
           ---------------
           and switch trunk circuits between and among central office switches.
           Central office switches may be employed as combination end
           office/tandem office switches (combination Class 5/Class 4).

     1.15  Centralized Message Distribution System (CMDS)
           ----------------------------------------------

           The billing record and clearing house transport system that the
           Regional Bell Operating Companies (RBOCs) and other incumbent LECs
           use to efficiently exchange out collects and in collects as well as
           Carrier Access Billing System (CABS) records.

     1.16  CLLI Codes
           ----------

           Common Language Location Identifier Codes.

     1.17  Commission
           ----------

           The North Carolina Utilities Commission.

                                     II-2
<PAGE>

     1.18  Common Channel Signaling (CCS)
           ------------------------------

           A high-speed specialized packet-switched communications network that
           is separate (out-of-band) from the public packet-switched and message
           networks. CCS carries addressed signaling messages for individual
           trunk circuits and/or database-related services between Signaling
           Points in the CCS network using SS7 signaling protocol.

     1.19  Competitive Local Exchange Carrier (CLEC)
           -----------------------------------------

           Any company or person authorized to provide local exchange services
           in competition with an ILEC.

     1.20  Compliance
           ----------

           Environmental and safety laws and regulations based upon a federal
           regulatory framework, with certain responsibilities delegated to the
           States. An environmental/safety compliance program may include review
           of applicable laws/regulations, development of written procedures,
           training of employees and auditing.

     1.21  Conversation Time
           -----------------

           The time that both Parties' equipment is used for a completed call,
           measured from the receipt of Answer Supervision to the receipt of
           Disconnect Supervision.

     1.22  Currently Available
           -------------------

           Existing as part of GTE's network at the time of the requested order
           or service and does not include any service, feature, function or
           capability that GTE either does not provide to itself or to its own
           end users, or does not have the capability to provide.

     1.23  Customer
           --------

           GTE or MEBTEL, depending on the context and which Party is receiving
           the service from the other Party.

     1.24  Customer Service Record Search
           ------------------------------

           Applied to LSR when CLEC requests a customer service record search
           prior to account conversion from GTE or from another CLEC. Search
           typically is for basic account information, listing/directory
           information, service and equipment listing, and billing information.
           Applied on a per requested loop and/or port basis.

     1.25  Dedicated Transport
           -------------------

           An Unbundled Network Element that is purchased for the purpose of
           transporting Telecommunication Services between designated Serving
           Wire Centers (SWC). Dedicated Transport may extend between two GTE
           SWCs (Interoffice Dedicated Transport or IDT) or may extend from the
           GTE SWC to the CLEC premise (CLEC Dedicated Transport or CDT). CDT
           remains within the exchange boundaries of the SWC, while IDT
           traverses exchange boundaries.

     1.26  Disconnect Supervision
           ----------------------

           An on-hook supervisory signal end at the completion of a call.

     1.27  DS-1
           ----

           A service carried at digital signal rate of 1.544 Mbps.

                                     II-3
<PAGE>

     1.28  DS-3
           ----

           A service carried at digital signal rate of 44.736 Mbps.

     1.29  Electronic File Transfer
           ------------------------

           A system or process which utilizes an electronic format and protocol
           to send/receive data files.

     1.30  Enhanced Service Provider (ESP))/Internet Service Provider (ISP)
           ----------------------------------------------------------------
           Traffic
           -------

           Traffic bound to any Enhanced Service Provider or Internet Service
           Provider. ESP/ISP Traffic is separate and distinct from Local
           Traffic.

     1.31  E-911 Service
           -------------

           A method of routing 911 calls to a PSAP that uses a customer location
           database to determine the location to which a call should be routed.
           E-9-1-1 service includes the forwarding of the caller's Automatic
           Number Identification (ANI) to the PSAP where the ANI is used to
           retrieve and display the Automatic Location Identification (ALI) on a
           terminal screen at the answering Attendant's position. It usually
           includes selective routing.

     1.32  Exchange Message Record (EMR)
           -----------------------------

           An industry standard record used to exchange telecommunications
           message information among CLECs for billable, non-billable, sample,
           settlement and study data. EMR format is defined in BR-010-200-010
           CRIS Exchange Message Record, published by Telcordia Technologies.

     1.33  Exchange Service
           ----------------

           All basic access line services, or any other services offered to end
           users which provide end users with a telephonic connection to, and a
           unique telephone number address on, the Public Switched
           Telecommunications Network (PSTN), and which enable such end users to
           place or receive calls to all other stations on the PSTN.

     1.34  Expanded Interconnection Service (EIS)
           --------------------------------------

           A service that provides interconnecting carriers with the capability
           to terminate basic fiber optic transmission facilities, including
           optical terminating equipment and multiplexers, at GTE's wire centers
           and access tandems and interconnect those facilities with the
           facilities of GTE. Microwave is available on a case-by-case basis
           where feasible.

     1.35  Facility
           --------

           All buildings, equipment, structures and other items located on a
           single site or contiguous or adjacent sites owned or operated by the
           same persons or person as used in Article III, Section 47.

     1.36  FCC
           ---

           The Federal Communications Commission.

     1.37  Generator
           ---------

           Under the Resource Conservation Recovery Act (RCRA), the person whose
           act produces a hazardous waste (40 CFR 261) or whose act first causes
           a hazardous waste to become subject to regulation. The generator is
           legally responsible for the proper management and

                                     II-4
<PAGE>

           disposal of hazardous wastes in accordance with regulations (see
           reference in Article 111, Section 47).

     1.38  GTE Guide
           ---------

           The GTE Open Market Transition Order/Processing Guide, LSR Guide, and
           Products and Services Guide which contain GTE's operating procedures
           for ordering, provisioning, trouble reporting and repair for resold
           services and unbundled elements and GTE's CLEC Interconnection Guide
           which provides guidelines for obtaining interconnection of GTE's
           Switched Network with the networks of all certified CLECs for
           reciprocal exchange of traffic. Except as specifically provided
           otherwise in this Agreement, service ordering, provisioning, billing
           and maintenance shall be governed by the Guide which may be amended
           from time to time by GTE as needed.

     1.39  GTOC
           ----

           GTE Telephone Operating Company.

     1.40  Hazardous Chemical
           ------------------

           As defined in the U.S. Occupational Safety and Health (OSHA) hazard
           communication standard (29 CFR 1910.1200), any chemical which is a
           health hazard or physical hazard.

     1.41  Hazardous Waste
           ---------------

           As described in Resource Conservation Recovery Act (RCRA), a solid
           waste(s) which may cause, or significantly contribute to an increase
           in mortality or illness or pose a substantial hazard to human health
           or the environment when improperly treated, stored, transported or
           disposed of or otherwise managed because of its quantity,
           concentration or physical or chemical characteristics.

     1.42  Imminent Danger
           ---------------

           As described in the Occupational Safety and Health Act and expanded
           for environmental matters, any conditions or practices at a facility
           which are such that a danger exists which could reasonably be
           expected to cause death or serious harm or significant damage to the
           environment or natural resources.

     1.43  Incumbent Local Exchange Carrier (ILEC)
           ---------------------------------------

           Any local exchange carrier that was as of February 8, 1996, deemed to
           be a member of the Exchange Carrier Association as set forth in 47
           C.F.R. /0/ 69.601(b) of the FCC's regulations.

     1.44  Initial Service Order
           ---------------------

           A charge applied to each LSR of Unbundled Loops and/or Ports with the
           exception of Subsequent Service Order changes to existing CLEC
           accounts.

     1.45  Interconnection Facility
           ------------------------

           See "Internetwork Facilities".

     1.46  Interconnection Point (IP)
           --------------------------

           The physical point on the network where the two parties interconnect.
           The IP is the demarcation point between ownership of the transmission
           facility.

                                     II-5
<PAGE>

     1.47  Interexchange Carrier (lXC)
           ---------------------------

           A telecommunications service provider authorized by the FCC to
           provide interstate long distance communications services between
           LATAs and is authorized by the State to provide inter- and/or
           intraLATA long distance communications services within the State.

     1.48  Interim Number Probability (INP)
           --------------------------------

           The delivery of Local Number Portability (LNP) capabilities, from a
           customer standpoint in terms of call completion, with as little
           impairment of functioning, quality, reliability, and convenience as
           possible and from a carrier standpoint in terms of compensation,
           through the use of existing and available call routing, forwarding,
           and addressing capabilities.

     1.49  Internetwork Facilities
           -----------------------

           The physical connection of separate pieces of equipment, transmission
           facilities, etc., within, between and among networks, for the
           transmission and routing of exchange service and exchange access.

     1.50  ISDN User Part (ISUP)
           ---------------------

           A part of the SS7 protocol that defines call setup messages and call
           takedown messages.

     1.51  Line Information Data Base (LIDB)
           ---------------------------------

           One or all, as the context may require, of the Line Information
           databases owned individually by GTE and other entities which provide,
           among other things, calling card validation functionality for
           telephone line number cards issued by GTE and other entities. A LIDB
           also contains validation data for collect and third number-billed
           calls; i.e., Billed Number Screening.

     1.52  Line Side
           ---------

           Refers to an end office switch connection that has been programmed to
           treat the circuit as a local line connected to an ordinary telephone
           station set. Line side connections offer only those transmission and
           signaling features appropriate for a connection between an end office
           and an ordinary telephone set.

     1.53  Local Access and Transport Area (LATA)
           --------------------------------------

           A geographic area for the provision and administration of
           communications service; i.e., intraLATA or interLATA.

     1.54  Local Exchange Carrier (LEC)
           ----------------------------

           Any company certified by the Commission to provide local exchange
           telecommunications service. This includes the Parties to this
           Agreement.

     1.55  Local Exchange Routing Guide (LERG)
           -----------------------------------

           The Telcordia Technologies reference customarily used to identify
           NPA-NXX routing and homing information, as well as network element
           and equipment designation.

     1.56  Local Number Portability (LNP)
           ------------------------------

           The ability of users of telecommunications services to retain, at the
           same location, existing telecommunications numbers without impairment
           of quality, reliability, or convenience when switching from one
           telecommunications carrier to another.

                                     II-6
<PAGE>

     1.57  Local Service Request (LSR)
           ---------------------------

           The industry standard form, which contains data elements and usage
           rules, used by the Parties to establish, add, change or disconnect
           resold services and unbundled elements for the purposes of
           competitive local services.

     1.58  Local Traffic
           -------------

           Traffic that is originated by an end user of one Party and terminates
           to the end user of the other Party within GTE's then current local
           serving area, including mandatory local calling scope arrangements. A
           mandatory local calling scope arrangement is an arrangement that
           provides end users a local calling scope, Extended Area Service
           (EAS), beyond their basic exchange serving area. Local Traffic does
           not include optional local calling scopes (i.e., optional rate
           ---
           packages that permit the end user to choose a local calling scope
           beyond their basic exchange serving area for an additional fee),
           referred to hereafter as "optional EAS". Local Traffic excludes
           Enhanced Service Provider (ESP) and Internet Service Provider (ISP)
           traffic, including but not limited to Internet, 900-976, etc., and
           Internet Protocol based long distance telephony.

     1.59  Loop Facility Charge
           --------------------

           A charge applied to LSRs when field work is required for
           establishment of unbundled loop service. Applied on a per LSR basis.

     1.60  Main Distribution Frame (MDF)
           -----------------------------

           The distribution frame used to interconnect cable pairs and line
           trunk equipment terminating on a switching system.

     1.61  Meet-Point Billing (MPB)
           ------------------------

           Refers to an arrangement whereby two LECs jointly provide the
           transport element of a switched access service to one of the LEC's
           end office switches, with each LEC receiving an appropriate share of
           the transport element revenues as defined by the effective access
           tariffs.

     1.62  Mid-Span Fiber Meet
           -------------------

           An Interconnection architecture whereby two carriers' fiber
           transmission facilities meet at a mutually agreed-upon IP.

     1.63  Multiple Exchange Carrier Access Billing (MECAB)
           ------------------------------------------------

           Refers to the document prepared by the Billing Committee of the
           Ordering and Billing Forum (OBF), which functions under the auspices
           of the Carrier Liaison Committee (CLC) of the Alliance for
           Telecommunications Industry Solutions (ATIS). The MECAB document,
           published by Telcordia Technologies as Special Report SR-BDS-000983,
           contains the recommended guidelines for the billing of an access
           service provided by two or more LECs, or by one LEC in two or more
           states within a single LATA.

    1.64   Multiple Exchange Carriers Ordering and Design Guidelines for Access
           --------------------------------------------------------------------
           Services-Industry Support Interface (MECOD)
           -------------------------------------------

           A document developed by the Ordering/Provisioning Committee under the
           auspices of the Ordering and Billing Forum (OBF), which functions
           under the auspices of the Carrier Liaison Committee (CLC) of the
           Alliance for Telecommunications Industry Solutions (ATIS). The MECOD
           document, published by Telcordia Technologies as Special Report

                                     II-7
<PAGE>

                SR-STS-002643, establishes methods for processing orders for
                access service which is to be provided by two or more LECs.

          1.65  Network Interface Device (NID)
                ------------------------------

                The point of demarcation between the end user's inside wiring
                and GTE's facilities.

          1.66  911 Service
                -----------

                A universal telephone number which gives the public direct
                access to the PSAP. Basic 911 service collects 911 calls from
                one or more local exchange switches that serve a geographic
                area. The calls are then sent to the correct authority
                designated to receive such calls.

          1.67  North American Numbering Plan (NANP)
                ------------------------------------

                The system of telephone numbering employed in the United States,
                Canada, and Caribbean countries that employ NPA 809.

          1.68  Numbering Plan Area (NPA)
                -------------------------

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

          1.69  NXX, NXX Code, Central Office Code or CO Code
                ---  --- ----  ------- ------ ---- -- -- ----

                The three digit switch entity indicator which is defined by the
                "ID", "E", and "F digits of a 10digit telephone number within
                the NANP. Each NXX Code contains 10,000 station numbers.

          1.70  Owner or Operator
                ----- -- --------

                As used in OSHA regulations, owner is the legal entity,
                including a lessee, which exercises control over management and
                record keeping functions relating to a building or facility. As
                used in the Resource Conservation and Recovery Act (RCRA),
                operator means the person responsible for the overall (or part
                of the) operations of a facility (see reference in Article III,
                Section 47).

          1.71  Party/Parties
                -------------

                GTE and/or MEBTEL.

          1.72  Pole Attachment
                ---------------

                Refers to the definition set forth in Article X.

          1.73  Provider
                --------

                GTE or MEBTEL depending on the context and which Party is
                providing the service to the other Party.

                                     II-8
<PAGE>

          1.74  Public Safety Answering Point (PSAP)
                ------ ------ --------- ----- ------

                An answering location for 9-1-1 calls originating in a given
                area. A PSAP may be designated as Primary or Secondary, which
                refers to the order in which calls are directed for answering.
                Primary PSAPs respond first; Secondary PSAPs receive calls on a
                transfer basis only, and generally serve as a centralized
                answering location for a particular type of emergency call.
                PSAPs are staffed by employees of Emergency Response Agencies
                (ERAs) such as police, fire or emergency medical agencies or by
                employees of a common bureau serving a group of such entities.

          1.75  Rate Center
                -----------

                The specific geographic point and corresponding geographic area
                that are associated with one or more particular NPA-NXX Codes
                that have been assigned to a LEC for its provision of Exchange
                Services. The geographic point is identified by a specific
                Vertical and Horizontal (V&H) coordinate that is used to
                calculate distance-sensitive end user traffic to/from the
                particular NPA-NXXs associated with the specific Rate Center.

          1.76  Right-of-way (ROW)
                ------------ -----

                The right to use the land or other property of another party to
                place poles, conduits, cables, other structures and equipment,
                or to provide passage to access such structures and equipment. A
                ROW may run under, on, or above public or private property
                (including air space above public or private property) and may
                include the right to use discrete space in buildings, building
                complexes, or other locations.

          1.77  Routing Point
                ------- -----

                Denotes a location that a LEC has designated on its network as
                the homing (routing) point for traffic that terminates to
                Exchange Services provided by the LEC that bear a certain NPA-
                NXX, designation. The Routing Point is used to calculate airline
                mileage for the distance-sensitive transport element charges of
                Switched Access Services. Pursuant to Telcordia Technologies
                Practice BR795-100-100, the Routing Point may be an end office
                location, or a "LEC Consortium Point of Interconnection." The
                Routing Point must be in the same LATA as the associated NPA-
                NXX.

          1.78  Service Control Point (SCP)
                ------- ------- ----- -----

                The node in the signaling network to which informational
                requests for service handling, such as routing, are directed and
                processed. The SCP is a real time database system that, based on
                a query from the SSP, performs subscriber or application-
                specific service logic, and then sends instructions back to the
                SSP on how to continue call processing.

          1.79  Service Switching Point (SSP)
                ------- --------- ----- -----

                A Signaling Point that can launch queries to databases and
                receive/interpret responses used to provide specific customer
                services.

          1.80  Shared Transport
                ------ ---------

                The physical interoffice facility not dedicated to any one
                customer, that is used to transport a call between switching
                offices. A central office switch translates the end user dialed
                digits and routes the call over a Common Transport Trunk Group
                that rides interoffice transmission facilities. These trunk
                groups and the associated interoffice transmission facilities
                are accessible by any end user (GTE end user or MEBTEL end user
                when MEBTEL has purchased unbundled local switching), and are
                referred to as "shared transport facilities".

                                     II-9
<PAGE>

          1.81  Signaling Point (SP)
                --------- ----- ----

                A node in the CCS network that originates and/or receives
                signaling messages, or transfers signaling messages from one
                signaling link to another, or both.

          1.82  Signaling System 7 (SS7)
                --------- ------ - -----

                The signaling protocol, Version 7, of the CCS network, based
                upon American National Standards Institute (ANSI) standards.

          1.83  Signal Transfer Point (STP)
                ------ -------- ----- -----

                A packet switch in the CCS network that is used to route
                signaling messages among SSPs, SCPs and other STPs in order to
                set up calls and to query databases for advanced services. GTE's
                network includes mated pairs of local and regional STPs. STPs
                are provided in pairs for redundancy. GTE STPs conform to ANSI
                T1.111-8 standards.

          1.84  Subsidiary
                ----------

                A corporation or other legal entity that is majority owned by a
                Party.

          1.85  Subsequent Service Order
                --------- ------- -----

                Applied to LSRs, requesting a service change to an existing
                unbundled account (no CLEC transfer). For disconnect-only LSRs,
                no NRC will be applied.

          1.86  Synchronous Optical Network (SONET)
                ----------- ------- ------- -------
                Synchronous electrical (STS) or optical channel (OC) connections
                between LECs.

          1.87  Switched Access Service
                -------- ------ -------
                The offering of facilities for the purpose of the origination or
                termination of traffic to or from Exchange Service customers in
                a given area pursuant to a switched access tariff. Switched
                Access Services include: Feature Group A, Feature Group B,
                Feature Group C, Feature Group D, 800 access and 900 access
                services.

          1.88  Telcordia Technologies
                --------- ------------

                A wholly owned subsidiary of Science Applications International
                Corporation (SAIC). The organization conducts research and
                development projects for its owners, including development of
                new telecommunications services. Telcordia Technologies also
                provides certain centralized technical and management services
                for the regional holding companies and also provides generic
                requirements for the telecommunications industry for products,
                services and technologies.

          1.89  Telecommunications Services
                ------------------ --------

                The offering of telecommunications for a fee directly to the
                public, or to such classes of users as to be effectively
                available directly to the public, regardless of the facilities
                used.

          1.90  Third Party Contamination
                ----- ----- -------------

                Environmental pollution that is not generated by the LEC or
                MEBTEL but results from off-site activities impacting a
                facility.

                                     II-10
<PAGE>

          1.91  Transfer of Service
                -------- -- -------

                A charge applied to LSR's which involve account changes (e.g.,
                CLEC to CLEC transfers, DA & CPE billing changes on Unbundled
                Ports).

          1.92  Trunk Side
                ----------

                Refers to a central office switch connection that is capable of,
                and has been programmed to treat the circuit as, connecting to
                another switching entity, for example, to another central office
                switch. Trunk side connections offer those transmission and
                signaling features appropriate for the connection of switching
                entities and cannot be used for the direct connection of
                ordinary telephone station sets.

          1.93  Unbundled Network Element (UNE)
                --------- ------- ------- -----

                Generally a facility or equipment used in the provision of a
                Telecommunications Service. Specific references to UNEs
                contained throughout this Agreement shall be to the network
                elements that are to be unbundled pursuant to Article VII of
                this Agreement.

          1.94  Undefined Terms
                --------- -----

                Terms that may appear in this Agreement which are not defined.
                Parties acknowledge and agree that any such terms shall be
                construed in accordance with customary usage in the
                telecommunications industry as of the effective date of this
                Agreement.

          1.95  Vertical Features (including CLASS Features)
                -------- -------- --------------------------

                Vertical services and switch functionalities provided by GTE,
                including: Automatic Call Back; Automatic Recall; Call
                Forwarding Busy Line/Don't Answer; Call Forwarding Don't Answer;
                Call Forwarding Variable; Call Forwarding - Busy Line; Call
                Trace; Call Waiting; Call Number Delivery Blocking Per Call;
                Calling Number Blocking Per Line; Cancel Call Waiting;
                Distinctive Ringing/Call Waiting; Incoming Call Line
                Identification Delivery; Selective Call Forward; Selective Call
                Rejection; Speed Calling; and Three Way Calling/Call Transfer.

          1.96  Wire Center
                ---- ------

                A building or space within a building that serves as an
                aggregation point on a LEC's network, where transmission
                facilities and circuits are connected or switched. Wire Center
                can also denote a building in which one or more Central Offices,
                used for the provision of exchange services and access services,
                are located.

                                     II-11
<PAGE>

                                  ARTICLE III

                              GENERAL PROVISIONS

1.   Scope of General Provisions.
     ---------------------------

     Except as may otherwise be set forth in a particular Article or Appendix of
     this Agreement, in which case the provisions of such Article or Appendix
     shall control, these General Provisions apply to all Articles and
     Appendices of this Agreement.

2.   Term and Termination.
     ---------------------

     2.1  Term.
          ----

          Subject to the termination provisions contained in this Agreement, the
          term of this Agreement shall be from the Effective Date of this
          Agreement until October 14, 2001 and shall continue in effect for
          consecutive six (6) month terms unless either Party gives the other
          Party at least ninety (90) calendar days written notice of
          termination, which termination shall be effective at the end of the
          then-current term ("Termination Date"). In the event notice is given
          less than 90 calendar days prior to the end of the current term, this
          Agreement shall remain in effect for 90 calendar days after such
          notice is received, provided, that in no case shall the Termination
          Date be extended beyond 90 calendar days after the end of the current
          term.

     2.2  Post-Termination Arrangements.
          -----------------------------

          Except in the case of termination as a result of either Party's
          Default under Section 2.3 below, or a termination upon sale, pursuant
          to Section 2.4, for service arrangements made available under this
          Agreement and existing at the time of termination, those arrangements
          may continue:

          (a)  As if under this Agreement, if either Party has requested
               negotiations for a new agreement pursuant to Sections 251 and 252
               of the Act, (i) until this Agreement has been replaced by a new
               agreement, or (ii) for up to one hundred eighty (180) calendar
               days following the Termination Date, whichever is earlier.

          (b)  If this Agreement is not continued pursuant to subsection (a)
               preceding under (i) a new agreement voluntarily executed by the
               Parties; (ii) standard terms and conditions approved and made
               generally effective by the Commission, if any; (iii) tariff terms
               and conditions made generally available to all Local Providers;
               or (iv) any rights under Section 252(i) of the Act.

      2.3 Termination Upon Default.
          ------------------------

          Either Party may terminate this Agreement in whole or in part in the
          event of a default by the other Party; provided however, that the non-
          defaulting Party notifies the defaulting party in writing of the
          alleged default and that the defaulting Party does not cure the
          alleged default within sixty (60) calendar days of receipt of written
          notice thereof. Default is defined to include:

          (c)  A Party's insolvency or the initiation of bankruptcy or
               receivership proceedings by or against the Party; or

          (d)  A Party's refusal or failure in any material respect properly to
               perform its obligations under this Agreement, or the violation of
               any of the material terms or conditions of this Agreement.

                                     III-1

<PAGE>

          2.4   Termination Upon Sale.
                ----------------------

                Notwithstanding anything to the contrary contained herein, a
                Party may terminate this Agreement as to a specific operating
                area or portion thereof if such Party sells or otherwise
                transfers the area or portion thereof. The selling or
                transferring Party shall provide the other Party with at least
                ninety (90) calendar days' prior written notice of such
                termination, which shall be effective on the date specified in
                the notice. Notwithstanding termination of this Agreement as to
                a specific operating area, this Agreement shall remain in full
                force and effect in the remaining operating areas.

          2.5   Liability Upon Termination.
                ---------------------------

                Termination of this Agreement, or any part hereof, for any cause
                shall not release either Party from any liability which at the
                time of termination had already accrued to the other Party or
                which thereafter accrues in any respect to any act or omission
                occurring prior to the termination or from an obligation which
                is expressly stated in this Agreement to survive termination.

     3.   Amendments.
          -----------

          Any amendment, modification, or supplement to this Agreement must be
          in writing and signed by an authorized representative of each Party.
          The term "this Agreement" shall include future amendments,
          modifications, and supplements.

     4.   Assignment.
          -----------

          Any assignment by either Party of any right, obligation, or duty, in
          whole or in part, or of any interest, without the written consent of
          the other Party shall be void, except that either Party may assign all
          of its rights, and delegate its obligations, liabilities and duties
          under this Agreement, either in whole or in part, to any entity that
          is, or that was immediately preceding such assignment, a Subsidiary or
          Affiliate of that Party without consent, but with written
          notification. The effectiveness of an assignment shall be conditioned
          upon the assignee's written assumption of the rights, obligations, and
          duties of the assigning Party.

     5.   Authority.
          ----------

          Each person whose signature appears on this Agreement represents and
          warrants that he or she has authority to bind the Party on whose
          behalf he or she has executed this Agreement. Each Party represents he
          or she has had the opportunity to consult with legal counsel of his or
          her choosing and MEBTEL has not relied on GTE counsel, pursuant to
          this Agreement.

     6.   Responsibility for Payment.
          ---------------------------

          GTE may charge MEBTEL and MEBTEL will pay GTE a deposit before GTE is
          required to perform under this agreement if MEBTEL has not established
          a good payment history with GTE. Such deposit will be calculated based
          on GTE's estimated two-month charges to MEBTEL using MEBTEL's forecast
          of resale lines and unbundled loops and ports. Interest will be paid
          on the deposit in accordance with state requirements for end user
          deposits.

     7.   CLEC Profile.
          -------------

          Before orders can be taken, the CLEC Profile must be completed and
          returned; and, if required, an advanced deposit paid. MEBTEL will
          provide GTE with its Operating Company Number (OCN), Company Code
          (CC), and Customer Carrier Name Abbreviation (CCNA) as described in
          the GTE Guide. MEBTEL agrees to warrant to GTE that it is a certified
          provider of telecommunications service. MEBTEL will document its
          Certificate of Operating Authority on the CLEC Profile and agrees to
          update this CLEC Profile as required to reflect its current
          certification.

                                     III-2

<PAGE>

     8.   Contact Exchange.
          -----------------

          The Parties agree to exchange and to update contact and referral
          numbers for order inquiry, trouble reporting, billing inquiries, and
          information required to comply with law enforcement and other security
          agencies of the government.

     9.   Electronic Interface.
          ---------------------

          The Parties shall work cooperatively in the implementation of
          electronic gateway access to GTE operational support systems functions
          in the long-term in accordance with established industry standards.
          MEBTEL should refer to the GTE Guide for the current OSS capabilities.

          9.1   MEBTEL may migrate to fully interactive system to system
                interconnectivity. GTE, with input from MEBTEL and other
                carriers, shall provide general interface specifications for
                electronic access to this functionality. These specifications
                will be provided to enable MEBTEL to design system interface
                capabilities. Development will be in accordance with applicable
                national standards committee guidelines. Such interfaces will be
                available as expeditiously as possible.

          9.2   All costs and expenses for any new or modified electronic
                interfaces exclusively to meet MEBTEL requirements that GTE
                determines are different from what is Currently Available will
                be paid by MEBTEL, if GTE is in agreement.

          9.3   MEBTEL shall be responsible for modifying and connecting any of
                its pre-ordering and ordering systems with GTE provided
                interfaces as described in the Guide.

     10.  Billing and Payment.
          --------------------

          Except as provided elsewhere in this Agreement and where applicable,
          in conformance with Multiple Exchange Carrier Access Billing (MECAB)
          guidelines and Multiple Exchange Carriers Ordering and Design
          Guidelines for Access Services-Industry Support Interface (MECOD),
          MEBTEL and GTE agree to exchange all information to accurately,
          reliably, and properly order and bill for features, functions and
          services rendered under this Agreement.

          10.1  Back Billing.
                -------------

                Neither Party will bill the other Party for previously unbilled
                charges that are for more than one-year prior to the current
                billing date.

          10.2  Dispute.
                --------

                If one Party disputes a billing statement issued by the other
                Party, the billed Party shall notify Provider in writing
                regarding the nature and the basis of the dispute within six (6)
                months of the statement date or the dispute shall be waived. The
                Parties shall diligently work toward resolution of all billing
                issues.

          10.3  Late Payment Charge.
                --------------------

                If any undisputed amount due on the billing statement is not
                received by Provider on the payment due date, Provider shall
                calculate and assess, and Customer agrees to pay, at Provider's
                option, a charge on the past due balance at an interest rate
                equal to the amount allowed by the applicable GTE/Contel state
                access tariffs, the state retail tariff, or the GTOC/GSTC FCC
                No. 1 tariff, in accordance with the service ordered, or the
                maximum nonusurious rate of interest under applicable law. Late
                payment charges shall be included on the next statement.

                                     III-3

<PAGE>

          10.4  Due Date.
                ---------

                Payment is due thirty (30) calendar days from the bill date.

          10.5  Audits.
                -------

                Either Party may conduct an audit of the other Party's books and
                records pertaining to the Services provided under this
                Agreement, no more frequently than once per twelve (12) month
                period, to evaluate the other Party's accuracy of billing, data
                and invoicing in accordance with this Agreement. Any audit shall
                be performed as follows: (i) following at least thirty (30)
                Business Days' prior written notice to the audited Party; (ii)
                subject to the reasonable scheduling requirements and
                limitations of the audited Party; (iii) at the auditing Party's
                sole cost and expense; (iv) of a reasonable scope and duration;
                (v) in a manner so as not to interfere with the audited Party's
                business operations; and (vi) in compliance with the audited
                Party's security rules.

     11.  Binding Effect.
          ---------------

          This Agreement shall be binding on and inure to the benefit of the
          respective successors and permitted assigns of the Parties.

     12.  Capacity Planning and Forecasting.
          ----------------------------------

          Within thirty (30) days from the effective date of this Agreement, the
          Parties agree to have met and developed joint planning and forecasting
          responsibilities which are applicable to Local Services, including
          Features, UNEs, Interim Number Portability (INP), Interconnection
          Services, Collocation, Poles, Conduits and Rights-of-Way (ROW). GTE
          may delay processing MEBTEL service orders should the Parties not
          perform obligations as specified in this Section 12. Such
          responsibilities shall include but are not limited to the following:

          12.1  The Parties will establish periodic reviews of network and
                technology plans and will notify one another no later than six
                (6) months in advance of changes that would impact either
                Party's provision of services.

          12.2  MEBTEL will furnish to GTE information that provides for state-
                wide annual forecasts of order activity, in-service quantity
                forecasts, and facility/demand forecasts.

          12.3  The Parties will develop joint forecasting responsibilities for
                traffic utilization over trunk groups and yearly forecasted
                trunk quantities as set forth in Article V.

          12.4  MEBTEL shall notify GTE promptly of changes greater than ten
                percent (10%) to current forecasts (increase or decrease) that
                generate a shift in the demand curve for the following
                forecasting period.

     13.  Compliance with Laws and Regulations.
          -------------------------------------

          Each Party shall comply with all federal, state, and local statutes,
          regulations, rules, ordinances, judicial decisions, and administrative
          rulings applicable to its performance under this Agreement.

     14.  Confidential Information.
          -------------------------

          14.1  Identification.
                ---------------

                Either Party may disclose to the other proprietary or
                confidential customer, technical, or business information in
                written, graphic, oral or other tangible or intangible forms
                ("Confidential Information"). In order for information to be
                considered Confidential Information under this Agreement, it
                must be marked "Confidential" or "Proprietary," or

                                     III-4

<PAGE>

                bear a marking of similar import. Orally or visually disclosed
                information shall be deemed Confidential Information only if
                contemporaneously identified as such and reduced to writing and
                delivered to the other Party with a statement or marking of
                confidentiality within thirty (30) calendar days after oral or
                visual disclosure.

                Notwithstanding the foregoing, preorders and all orders for
                services or UNEs placed by MEBTEL pursuant to this Agreement,
                and information that would constitute customer proprietary
                network information of MEBTEL end user customers pursuant to the
                Act and the rules and regulations of the FCC, as well as
                recorded usage information with respect to MEBTEL end users,
                whether disclosed by MEBTEL to GTE or otherwise acquired by GTE
                in the course of its performance under this Agreement, and where
                GTE is the North American Numbering Plan (NANP) Number Plan
                Administrator, MEBTEL information submitted to GTE in connection
                with such responsibilities shall be deemed Confidential
                Information of MEBTEL for all purposes under this Agreement
                whether or not specifically marked or designated as confidential
                or proprietary.

          14.2  Handling.
                ---------

                In order to protect such Confidential Information from improper
                disclosure, each Party agrees:

                (e)      That all Confidential Information shall be and shall
                         remain the exclusive property of the source;

                (f)      To limit access to such Confidential Information to
                         authorized employees who have a need to know the
                         Confidential Information for performance of this
                         Agreement;

                (g)      To keep such Confidential Information confidential and
                         to use the same level of care to prevent disclosure or
                         unauthorized use of the received Confidential
                         Information as it exercises in protecting its own
                         Confidential Information of a similar nature;

                (h)      Not to copy, publish, or disclose such Confidential
                         Information to others or authorize anyone else to copy,
                         publish, or disclose such Confidential Information to
                         others without the prior written approval of the
                         source;

                (i)      To return promptly any copies of such Confidential
                         Information to the source at its request; and

                (j)      To use such Confidential Information only for purposes
                         of fulfilling work or services performed hereunder and
                         for other purposes only upon such terms as may be
                         agreed upon between the Parties in writing.

          14.3  Exceptions.
                -----------

                These obligations shall not apply to any Confidential
                Information that was legally in the recipient's possession prior
                to receipt from the source, was received in good faith from a
                third party not subject to a confidential obligation to the
                source, now is or later becomes publicly known through no breach
                of confidential obligation by the recipient, was developed by
                the recipient without the developing persons having access to
                any of the Confidential Information received in confidence from
                the source, or that is required to be disclosed pursuant to
                subpoena or other process issued by a court or administrative
                agency having appropriate jurisdiction, provided, however, that
                the recipient shall give prior notice to the

                                     III-5

<PAGE>

                source and shall reasonably cooperate if the source deems it
                necessary to seek protective arrangements.

          14.4  Survival.
                ---------

                The obligation of confidentiality and use with respect to
                Confidential Information disclosed by one Party to the other
                shall survive any termination of this Agreement for a period of
                three (3) years from the date of the initial disclosure of the
                Confidential Information.

     15.  Consent.
          --------

          Where consent, approval, or mutual agreement is required of a Party,
          it shall not be conditional, unreasonably withheld, or delayed.

     16.  Cooperation on Fraud Minimization.
          ----------------------------------

          MEBTEL assumes responsibility for all fraud associated with its end-
          user customers and accounts. GTE shall bear no responsibility for, nor
          is it required to investigate or make adjustments to MEBTEL's account
          in cases of fraud. The Parties agree that they shall cooperate with
          one another to resolve cases of fraud. The Parties' fraud minimization
          procedures are to be cost effective and implemented so as not to
          unduly burden or harm one Party as compared to the other.

     17.  Reimbursement of Expenses.
          --------------------------

          In performing under this Agreement GTE may be required to make
          expenditures or otherwise incur costs that are not otherwise
          reimbursed under this Agreement. In such event GTE is entitled to
          reimbursement from MEBTEL for all such costs. For all such costs and
          expenses GTE shall receive through NRCs the actual costs and expenses
          incurred, including labor costs and expenses, overhead and fixed
          charges, and may include a reasonable contribution to GTE's common
          costs.

     18.  Dispute Resolution.
          -------------------

          18.1  Alternative to Litigation.
                --------------------------

                Except as provided under Section 252 of the Act with respect to
                the approval of this Agreement by the Commission, the Parties
                desire to resolve disputes arising out of or relating to this
                Agreement without litigation. Accordingly, except for action
                seeking a temporary restraining order or an injunction related
                to the purposes of this Agreement, or suit to compel compliance
                with this dispute resolution process, the Parties agree to use
                the following alternative dispute resolution procedures as the
                sole remedy with respect to any controversy or claim arising out
                of or relating to this Agreement or its breach.

          18.2  Negotiations.
                -------------

                At the written request of a Party, each Party will appoint a
                knowledgeable, responsible representative to meet and negotiate
                in good faith to resolve any dispute arising out of or relating
                to this Agreement. The Parties intend that these negotiations be
                conducted by non-lawyer, business representatives. The location,
                format, frequency, duration, and conclusion of these discussions
                shall be left to the discretion of the representatives. Upon
                agreement, the representatives may utilize other alternative
                dispute resolution procedures such as mediation to assist in the
                negotiations. Discussions and correspondence among the
                representatives for purposes of these negotiations shall be
                treated as confidential information developed for purposes of
                settlement, exempt from discovery, and shall not be admissible
                in the arbitration described below or in any lawsuit without the
                concurrence of all Parties. Documents identified in or provided
                with such communications, which are not prepared for purposes of
                the negotiations, are not so exempted and may, if otherwise

                                     III-6

<PAGE>

           discoverable, be discovered or otherwise admissible, be admitted in
           evidence, in the arbitration or lawsuit.

     18.3  Arbitration.
           ------------

           If the negotiations do not resolve the dispute within sixty (60)
           Business Days of the initial written request, the dispute shall be
           submitted to binding arbitration by a single arbitrator pursuant to
           the Commercial Arbitration Rules of the American Arbitration
           Association except that the Parties may select an arbitrator outside
           American Arbitration Association rules upon mutual agreement. A Party
           may demand such arbitration in accordance with the procedures set out
           in those rules. Discovery shall be controlled by the arbitrator and
           shall be permitted to the extent set out in this section. Each Party
           may submit in writing to a Party, and that Party shall so respond to,
           a maximum of any combination of thirty-five (35) (none of which may
           have subparts) of the following: interrogatories, demands to produce
           documents, or requests for admission. Each Party is also entitled to
           take the oral deposition of one individual of another Party.
           Additional discovery may be permitted upon mutual agreement of the
           Parties. The arbitration hearing shall be commenced within sixty (60)
           Business Days of the demand for arbitration. The arbitration shall be
           held in a mutually agreeable city. The arbitrator shall control the
           scheduling so as to process the matter expeditiously. The Parties may
           submit written briefs. The arbitrator shall rule on the dispute by
           issuing a written opinion within thirty (30) Business Days after the
           close of hearings. The times specified in this section may be
           extended upon mutual agreement of the Parties or by the arbitrator
           upon a showing of good cause. Judgment upon the award rendered by the
           arbitrator may be entered in any court having jurisdiction.

     18.4  Expedited Arbitration Procedures.
           ---------------------------------

           If the issue to be resolved through the negotiations referenced in
           Section 18.2 directly and materially affects service to either
           Party's end-user customers, then the period of resolution of the
           dispute through negotiations before the dispute is to be submitted to
           binding arbitration shall be five (5) Business Days. Once such a
           service affecting dispute is submitted to arbitration, the
           arbitration shall be conducted pursuant to the expedited procedures
           rules of the Commercial Arbitration Rules of the American Arbitration
           Association (i.e., rules 53 through 57).

     18.5  Costs.
           ------

           Each Party shall bear its own costs of these procedures. A Party
           seeking discovery shall reimburse the responding Party the costs of
           production of documents (including search time and reproduction
           costs). The Parties shall equally split the fees of the arbitration
           and the arbitrator.

     18.6  Continuous Service.
           -------------------

           The Parties shall continue providing services to each other during
           the pendency of any dispute resolution procedure, and the Parties
           shall continue to perform their obligations (including making
           payments in accordance With Article IV, Section 4) in accordance with
           this Agreement.

19.  Entire Agreement.
     -----------------

     This Agreement constitutes the entire agreement of the Parties pertaining
     to the subject matter of this Agreement and supersedes all prior
     agreements, negotiations, proposals, and representations, whether written
     or oral, and all contemporaneous oral agreements, negotiations, proposals,
     and representations concerning such subject matter. No representations,
     understandings, agreements,

                                     III-7

<PAGE>

     or warranties, expressed or implied, have been made or relied upon in the
     making of this Agreement other than those specifically set forth herein.

20.  Expenses.
     ---------

     Except as specifically set out in this Agreement, each Party shall be
     solely responsible for its own expenses involved in all activities related
     to the subject of this Agreement.

21.  Force Maieure.
     --------------

     In the event performance of this Agreement, or any obligation hereunder, is
     either directly or indirectly prevented, restricted, or interfered with by
     reason of fire, flood, earthquake or likes acts of God, wars, revolution,
     civil commotion, explosion, acts of public enemy, embargo, acts of the
     government in its sovereign capacity, labor difficulties, including without
     limitation, strikes, slowdowns, picketing, or boycotts, unavailability of
     equipment from vendor, changes requested by Customer, or any other
     circumstances beyond the reasonable control and without the fault or
     negligence of the Party affected, the Party affected, upon giving prompt
     notice to the other Party, shall be excused from such performance on a day-
     to-day basis to the extent of such prevention, restriction, or interference
     (and the other Party shall likewise be excused from performance of its
     obligations on a day-to-day basis until the delay, restriction or
     interference has ceased); provided however, that the Party so affected
     shall use diligent efforts to avoid or remove such causes of nonperformance
     and both Parties shall proceed whenever such causes are removed or cease.

22.  Good Faith Performance.
     -----------------------

     In the performance of their obligations under this Agreement, the Parties
     shall act in good faith. In situations in which notice, consent, approval
     or similar action by a Party is permitted or required by any provision of
     this Agreement, such action shall not be conditional, unreasonably withheld
     or delayed.

23.  Governing Law.
     ---------------

     This Agreement shall be governed by and construed in accordance with the
     Telecommunications Act of 1996, applicable federal and (to the extent
     not inconsistent therewith) domestic laws of the state where the services
     are provided or the facilities reside and shall be subject to the exclusive
     jurisdiction of the courts therein.

24.  Standard Practices.
     -------------------

     The Parties acknowledge that GTE shall be adopting some industry standard
     practices and/or establishing its own standard practices to various
     requirements hereunder applicable to the CLEC industry which may be added
     in the Guide. MEBTEL agrees that GTE may implement such practices to
     satisfy any GTE obligations under this Agreement.

25.  Headings.
     ---------

     The headings in this Agreement are inserted for convenience and
     identification only and shall not be considered in the interpretation of
     this Agreement.

26.  Independent Contractor Relationship.
     ------------------------------------

     The persons provided by each Party shall be solely that Party's employees
     and shall be under the sole and exclusive direction and control of that
     Party. They shall not be considered employees of the other Party for any
     purpose. Each Party shall remain an independent contractor with respect to
     the other and shall be responsible for compliance with all laws, rules and
     regulations involving, but not limited to, employment of labor, hours of
     labor, health and safety, working conditions and payment of wages. Each
     Party shall also be responsible for payment of taxes, including federal,

                                     III-8

<PAGE>

     state and municipal taxes, chargeable or assessed with respect to its
     employees, such as Social Security, unemployment, workers' compensation,
     disability insurance, and federal and state withholding. Each Party shall
     indemnify the other for any loss, damage, liability, claim, demand, or
     penalty that may be sustained by reason of its failure to comply with this
     provision.

27.  Law Enforcement Interface.
     --------------------------

     27.1  Except to the extent not available in connection with GTE's operation
           of its own business, GTE shall provide seven day a week/twenty-four
           hour a day assistance to law enforcement persons for emergency traps,
           assistance involving emergency traces and emergency information
           retrieval on customer invoked CLASS services.

     27.2  GTE agrees to work jointly with MEBTEL in security matters to support
           law enforcement agency requirements for taps, traces, court orders,
           etc. Charges for providing such services for MEBTEL customers will be
           billed to MEBTEL.

     27.3  GTE will, in non emergency situations, inform the requesting law
           enforcement agencies that the end-user to be wire tapped, traced,
           etc. is a MEBTEL Customer and shall refer them to MEBTEL.

     27.4  Subsequent to the execution and approval of this Agreement by the
           Commission, the parties shall establish a separate contract or
           authorization agreement specific to the Nuisance Call Bureau (NCB)
           and Security Control Center (SCC) for CLEC procedures which will be
           in compliance with applicable state and federal laws.

28.  Liability and Indemnity.
     ------------------------

     28.1  Indemnification.
           ----------------

           Subject to the limitations set forth in Section 28.4 of this Article
           111, each Party agrees to release, indemnify, defend, and hold
           harmless the other Party from all losses, claims, demands, damages,
           expenses, suits, or other actions, or any liability whatsoever,
           including, but not limited to, costs and attorney's fees, whether
           suffered, made, instituted, or asserted by any other party or person,
           for invasion of privacy, personal injury to or death of any person or
           persons, or for losses, damages, or destruction of property, whether
           or not owned by others, proximately caused by the indemnifying
           Party's negligence or willful misconduct, regardless of form of
           action. The indemnified Party agrees to notify the other Party
           promptly, in writing, of any written claims, lawsuits, or demands for
           which it is claimed that the indemnifying Party is responsible under
           this Section and to cooperate in every reasonable way to facilitate
           defense or settlement of claims. The indemnifying Party shall have
           complete control over defense of the case and over the terms of any
           proposed settlement or compromise thereof. The indemnifying Party
           shall not be liable under this Section for settlement by the
           indemnified Party or any claim, lawsuit, or demand, if the
           indemnifying Party has not approved the settlement in advance, unless
           the indemnifying Party has had the defense of the claim, lawsuit, or
           demand tendered to it in writing and has failed to assume such
           defense. In the event of such failure to assume defense, the
           indemnifying Party shall be liable for any reasonable settlement made
           by the indemnified Party without approval of the indemnifying Party.

     28.2  End-User and Content-Related Claims.
           ------------------------------------

           The Indemnifying Party agrees to release, indemnify, defend, and hold
           harmless the other Party, its affiliates, and any third-party
           provider or operator of facilities involved in the provision of
           services, UNEs or Facilities under this Agreement (collectively, the
           "Indemnified Party") from all losses, claims, demands, damages,
           expenses, suits, or other actions, or any liability whatsoever,
           including, but not limited to, costs and attorney's fees,

                                     111-9

<PAGE>

           suffered, made, instituted, or asserted by the Indemnifying Party's
           end-users against an Indemnified Party arising from Services, UNEs or
           Facilities. The Indemnifying Party further agrees to release,
           indemnify, defend, and hold harmless the Indemnified Party from all
           losses, claims, demands, damages, expenses, suits, or other actions,
           or any liability whatsoever, including, but not limited to, costs and
           attorney's fees, suffered, made, instituted, or asserted by any third
           party against an Indemnified Party arising from or in any way related
           to actual or alleged defamation, libel, slander, interference with or
           misappropriation of proprietary or creative right, or any other
           injury to any person or property arising out of content transmitted
           by the Indemnifying Party and the Indemnified Party or such Party's
           end-users, or any other act or omission of the Indemnified Party or
           such Party's end-users.

     28.3  DISCLAIMER.
           -----------

           EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT,
           PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES TO CUSTOMER
           CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, UNEs OR FACILITIES
           PROVIDED UNDER THIS AGREEMENT. PROVIDER DISCLAIMS, WITHOUT
           LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS
           FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE, COURSE
           OF DEALING, OR FROM USAGES OF TRADE.

     28.4  Limitation of Liability.
           ------------------------

           Each Party's liability, whether in contract, tort or otherwise, shall
           be limited to direct damages, which shall not exceed the monthly
           charges, plus any related costs/expenses GTE may recover, including
           those under Section 17 above, and plus any costs/expenses for which
           the Parties specify reimbursement in this Agreement for the services
           or facilities for the month during which the claim of liability
           arose. Under no circumstance shall either Party be responsible or
           liable for indirect, incidental, or consequential damages, including,
           but not limited to, economic loss or lost business or profits,
           damages arising from the use or performance of equipment or software,
           or the loss of use of software or equipment, or any accessories
           attached thereto, delay, error, or loss of data. Should either Party
           provide advice, make recommendations, or supply other analysis
           related to the services or facilities described in this Agreement,
           this limitation of liability shall apply to provision of such advice,
           recommendations, and analysis.

     28.5  Intellectual Property.
           ----------------------

           Neither Party shall have any obligation to defend, indemnify or hold
           harmless, or acquire any license or right for the benefit of, or owe
           any other obligation or have any liability to, the other based on or
           arising from any claim, demand, or proceeding by any third party
           alleging or asserting that the use of any circuit, apparatus, or
           system, or the use of any software, or the performance of any service
           or method, or the provision or use of any facilities by either Party
           under this Agreement constitutes direct or contributory infringement,
           or misuse or misappropriation of any patent, copyright, trademark,
           trade secret, or any other proprietary or intellectual property right
           of any third party.

29.  Multiple Counterparts.
     ----------------------

     This Agreement may be executed in multiple counterparts, each of which
     shall be deemed an original, but all of which shall together constitute but
     one and the same document.


                                    111-10

<PAGE>

30.  No Third Party Beneficiaries.
     -----------------------------

     Except as may be specifically set forth in this Agreement, this Agreement
     does not provide and shall not be construed to provide third parties with
     any remedy, claim, liability, reimbursement, cause of action, or other
     right or privilege.

31.  Notices.
     --------

     Any notice to a Party required or permitted under this Agreement shall be
     in writing and shall be deemed to have been received on the date of service
     if served personally, on the date receipt is acknowledged in writing by the
     recipient if delivered by regular U.S. mail, or on the date stated on the
     receipt if delivered by certified or registered mail or by a courier
     service that obtains a written receipt. Upon prior immediate oral agreement
     of the parties' designated recipients identified below, notice may also be
     provided by facsimile, Internet or electronic messaging system, which shall
     be effective if sent before 5:00 p.m. on that day, or if sent after 5:00
     p.m. it will be effective on the next Business Day following the date sent.
     Any notice shall be delivered using one of the alternatives mentioned in
     this section and shall be directed to the applicable address or Internet ID
     indicated below or such address as the Party to be notified has designated
     by giving notice in compliance with this section:

<TABLE>
<S>                                <C>
     If to GTE:                    GTE South Incorporated
                                   Attention: Assistant Vice President/Associate General Counsel
                                   Service Corporation
                                   600 Hidden Ridge - HQEWMNOTICES
                                   Irving, TX 75038
                                   Telephone number: 972/7l8-6361
                                   Facsimile number: 972/718-3403
                                   Internet Address: wmnotices@telops.gte.com

                                                  and

                                   GTE South Incorporated
                                   Attn: Director-Wholesale Contract Compliance
                                   Network Services
                                   600 Hidden Ridge - HQEWMNOTICES
                                   Irving, TX 75038
                                   Telephone Number: 972/718-5988
                                   Facsimile Number: 972/719-1519
                                   Internet Address: wmnotices@telops.gte.com

     If to MEBTEL                  MebTel Integration Communication Solutions, Inc.
                                   Attention: Bruce J. Becker, CEO ICS/LDS
                                   MebTel Integration Communication Solutions
                                   103 South Fifth Street
                                   Mebane, NC 27302
                                   Telephone number: 919/563-8156
                                   Internet Address: beckerb@mebtel.com
                                                     ------------------
</TABLE>

32.  Protection.
     -----------

     32.1  Impairment of Service.
           ----------------------

           The characteristics and methods of operation of any circuits,
           facilities or equipment of either Party connected with the services,
           facilities or equipment of the other Party pursuant to this Agreement
           shall not interfere with or impair service over any facilities of the
           other Party, its affiliated companies, or its connecting and
           concurring carriers involved in its

                                    III-11

<PAGE>

           services, cause damage to its plant, violate any applicable law or
           regulation regarding the invasion of privacy of any communications
           carried over the Party's facilities or create hazards to the
           employees of either Party or to the public (each hereinafter referred
           to as an "Impairment of Service").

     32.2  Resolution.
           -----------

           If either Party causes an Impairment in Service, the Party whose
           network or service is being impaired (the "Impaired Party") shall
           promptly notify the Party causing the Impairment of Service (the
           "Impairing Party") of the nature and location of the problem and
           that, unless promptly rectified, a temporary discontinuance of the
           use of any circuit, facility or equipment may be required. The
           Impairing Party and the Impaired Party agree to work together to
           attempt to promptly resolve the Impairment of Service. If the
           Impairing Party is unable to promptly remedy the Impairment of
           Service, then the Impaired Party may at its option temporarily
           discontinue the use of the affected circuit, facility or equipment.

33.  Publicity.
     ----------

     Any news release, public announcement, advertising, or any form of
     publicity pertaining to this Agreement, provision of Services, UNEs or
     Facilities pursuant to it, or association of the Parties with respect to
     provision of the services described in this Agreement shall be subject to
     prior written approval of both GTE and MEBTEL.

34.  Regulatory Agency Control.
     --------------------------

     This Agreement shall at all times be subject to changes, modifications,
     orders, and rulings by the Federal Communications Commission and/or the
     applicable state utility regulatory commission to the extent the substance
     of this Agreement is or becomes subject to the jurisdiction of such agency.

35.  Changes in Legal Requirements.
     ------------------------------

     GTE and MEBTEL further agree that the terms and conditions of this
     Agreement were composed in order to effectuate the legal requirements in
     effect at the time the Agreement was produced. Any modifications to those
     requirements will be deemed to automatically supersede any terms and
     conditions of this Agreement.

36.  Effective Date.
     ---------------

     This Agreement will be effective only upon execution by both Parties and
     approval by the Commission in accordance with Section 252 of the Act. The
     "effective date" of this Agreement for all purposes will be as established
     by the Commission approval order. The Parties agree orders for services
     will not be submitted or accepted within the first ten (10) business days
     after the agreement is effective.

37.  Regulatory Matters.
     -------------------

     Each Party shall be responsible for obtaining and keeping in effect all
     FCC, state regulatory commission, franchise authority and other regulatory
     approvals that may be required in connection with the performance of its
     obligations under this Agreement.

     If either Party does not provide necessary filing materials within 90 days
     of execution of this Agreement, any contract signatures will no longer be
     effective. If both Parties determine to proceed with filing, negotiations
     between the Parties will resume.

                                    III-12

<PAGE>

38.  Rule of Construction.
     ---------------------

     No rule of construction requiring interpretation against the drafting Party
     hereof shall apply in the interpretation of this Agreement.

39.  Section References.
     -------------------

     Except as otherwise specified, references within an Article of this
     Agreement to a Section refer to Sections within that same Article.

40.  Service Standards To Measure Quality of Service.
     ------------------------------------------------

     40.1  Notwithstanding anything in this Agreement to the contrary, the
           Parties will provide a level of service to each other with respect to
           Interconnection, Unbundled Network Elements, and Resale ("services")
           under this Agreement in compliance with the non-discrimination
           requirements of the Act. GTE will provide MEBTEL with service
           standards to measure quality of service that GTE currently offers to
           CLECs at the time of execution of this Agreement. Service standards
           to measure quality of service are subject to continued evolution
           within the industry and when developed and implemented in GTE
           systems, GTE will automatically modify existing service standards to
           measure quality of service.

     40.2  The Parties will notify each other of network events that can result
           or have resulted in service interruption, blocked calls, and/or
           changes in network performance in accordance with Article V, Section
           10.

41.  Severability.
     -------------

     If any provision of this Agreement is held by a court or regulatory agency
     of competent jurisdiction to be unenforceable, the rest of the Agreement
     shall remain in full force and effect and shall not be affected unless
     removal of that provision results, in the opinion of either Party, in a
     material change to this Agreement. If a material change as described in
     this paragraph occurs as a result of action by a court or regulatory
     agency, the Parties shall negotiate in good faith for replacement language.
     If replacement language cannot be agreed upon within a reasonable period,
     either Party may terminate this Agreement without penalty or liability for
     such termination upon written notice to the other Party.

42.  Subcontractors.
     ---------------

     Provider may enter into subcontracts with third parties or affiliates for
     the performance of any of Provider's duties or obligations under this
     Agreement.

43.  Subsequent Law.
     ---------------

     The terms and conditions of this Agreement shall be subject to any and all
     applicable laws, rules, or regulations that subsequently may be prescribed
     by any federal, state or local governmental authority. To the extent
     required by any such subsequently prescribed law, rule, or regulation, the
     Parties agree to modify, in writing, the affected term(s) and condition(s)
     of this Agreement to bring them into compliance with such law, rule, or
     regulation.

44.  Taxes.
     ------

     Any state or local excise, sales, or use taxes (excluding any taxes levied
     on income) resulting from the performance of this Agreement shall be borne
     by the Party upon which the obligation for payment is imposed under
     applicable law, even if the obligation to collect and remit such taxes is
     placed upon the other Party. The collecting Party shall charge and collect
     from the obligated Party, and the obligated Party agrees to pay to the
     collecting Party, all applicable taxes, except to the extent that the
     obligated Party notifies the collecting Party and provides to the
     collecting Party appropriate documentation as GTE requires that qualifies
     the obligated Party for a full or partial

                                    III-13

<PAGE>

     exemption. Any such taxes shall be shown as separate items on applicable
     billing documents between the Parties. The obligated Party may contest the
     same in good faith, at its own expense, and shall be entitled to the
     benefit of any refund or recovery, provided that such Party shall not
     permit any lien to exist on any asset of the other Party by reason of the
     contest. The collecting Party shall cooperate in any such contest by the
     other Party. The other Party will indemnify the collecting Party from any
     sales or use taxes that may be subsequently levied on payments by the other
     Party to the collecting Party.

     44.1  Tax.
           ----

           A charge which is statutorily imposed by the state or local
           jurisdiction and is either (a) imposed on the seller with the seller
           having the right or responsibility to pass the charge(s) on to the
           purchaser and the seller is responsible for remitting the charge(s)
           to the state or local jurisdiction or (b) imposed on the purchaser
           with the seller having an obligation to collect the charge(s) from
           the purchaser and remit the charge(s) to the state or local
           jurisdiction.

           Taxes shall include but not be limited to: federal excise tax,
           state/local sales and use tax, state/local utility user tax,
           state/local telecommunication excise tax, state/local gross receipts
           tax, and local school taxes. Taxes shall not include income, income-
           like, gross receipts on the revenue of a Provider, or property taxes.
           Taxes shall not include payroll withholding taxes unless specifically
           required by statute or ordinance.

     44.2  Fees/Regulatory Surcharges.
           ---------------------------

           A charge imposed by a regulatory authority, other agency, or
           resulting from a contractual obligation, in which the seller is
           responsible or required to collect the fee/surcharge from the
           purchaser and the seller is responsible for remitting the charge to
           the regulatory authority, other agency, or contracting party.

           Fees/Regulatory Surcharges shall include but not be limited to E-
           911/911, E311/311, franchise fees, and Commission surcharges.

45.  Trademarks and Trade Names.
     ---------------------------

     Except as specifically set out in this Agreement, nothing in this Agreement
     shall grant, suggest, or imply any authority for one Party to use the name,
     trademarks, service marks, or trade names of the other for any purpose
     whatsoever.

46.  Waiver.
     -------

     The failure of either Party to insist upon the performance of any provision
     of this Agreement, or to exercise any right or privilege granted to it
     under this Agreement, shall not be construed as a waiver of such provision
     or any provisions of this Agreement, and the same shall continue in full
     force and effect.

47.  Environmental Responsibility.
     -----------------------------

     47.1  MEBTEL is responsible for compliance with all laws regarding the
           handling, use, transport, storage, and disposal of, and for all
           hazards created by and damages or injuries caused by, any materials
           brought to or used at the Facility by MEBTEL. In accordance with
           Section 47.10, MEBTEL will indemnify GTE for all claims, fees,
           penalties, damages, and causes of action with respect to these
           materials. No substantial new safety or environmental hazards shall
           be created or new hazardous substances shall be used at a GTE
           Facility. MEBTEL must demonstrate adequate training and emergency
           response capabilities related to materials brought to, used, or
           existing at the GTE Facility.

                                    III-14

<PAGE>

     47.2  MEBTEL, its invitees, agents, employees, and contractors agree to
           comply with such reasonable environmental or safety
           practices/procedures, whether or not required by law, as requested by
           GTE when working at a GTE Facility. The Parties acknowledge and agree
           that nothing in this Agreement or in any of GTE's
           practices/procedures constitutes a warranty or representation by GTE
           that MEBTEL's compliance with GTE's practices/procedures, with this
           Agreement, or with GTE's directions or recommendations will achieve
           compliance with any applicable law. MEBTEL is responsible for
           ensuring that all activities conducted by MEBTEL at the Facility are
           in accordance with all applicable federal, state, and local laws,
           regulations, permits, and agency orders, approvals, and
           authorizations relating to safety, health, and the environment.

     47.3  GTE and MEBTEL shall provide to each other notice of known and
           recognized physical hazards or hazardous substances brought to, used,
           or existing at the GTE Facility. Each Party is required to promptly
           provide specific notice of conditions or circumstances potentially
           posing a threat of imminent danger, including, by way of example
           only, a defective utility pole or significant petroleum contamination
           in a manhole.

     47.4  MEBTEL shall obtain and use its own environmental permits, approvals,
           or identification numbers to the extent that such permits, approvals,
           or identification numbers are required under applicable laws. If the
           relevant regulatory authority refuses to issue a separate permit,
           approval, or identification number to MEBTEL after a complete and
           proper request by MEBTEL for same, then GTE's permit, approval, or
           identification number may be used as authorized by law and upon prior
           approval by GTE. In that case, MEBTEL must comply with all of GTE's
           environmental, health, and safety practices/procedures relating to
           the activity in question, including, but not limited to, use of
           environmental "best management practices (BMP)" and selection
           criteria for vendors and disposal sites. The Parties acknowledge and
           agree that nothing in this Agreement, use of GTE's permits,
           approvals, or identification numbers, or compliance with GTE's
           practices/procedures constitutes a representation or warranty that
           MEBTEL's activities will be in compliance with applicable laws, and
           such compliance or use of GTE's permits, approvals, or identification
           numbers creates no right of action against GTE.

     47.5  If Third Party Contamination is discovered at a GTE Facility, the
           Party uncovering the contamination must timely notify the proper
           safety or environmental authorities, to the extent that such
           notification is required by applicable law. If MEBTEL discovers Third
           Party Contamination, MEBTEL will immediately notify GTE and will
           consult with GTE prior to making any required notification, unless
           the time required for prior consultation would preclude MEBTEL from
           complying with an applicable reporting requirement.

     47.6  GTE and MEBTEL shall coordinate plans or information required to be
           submitted to government agencies, such as, by way of example only,
           emergency response plans and chemical inventory reporting. If fees
           are associated with such filings, GTE and MEBTEL must develop a cost
           sharing procedure.

     47.7  When conducting operations in any GTE manhole or vault area, MEBTEL
           shall follow appropriate practices/procedures in evaluating and
           managing any water, sediment, or other material present in the
           manhole or vault area so as to ensure compliance with all applicable
           laws, regulations, permits, and requirements applicable in such
           circumstances and to ensure safe practices. MEBTEL shall be
           responsible for obtaining any permit, regulatory approval, or
           identification number necessary for any of its operations involving
           the evaluation, collection, discharge, storage, disposal, or other
           management of water, sediment, or other material present in a GTE
           manhole or vault area. GTE shall not be responsible for any costs
           incurred by MEBTEL in meeting its obligations under this Section.

     47.8  MEBTEL shall provide reasonable and adequate compensation to GTE for
           any additional or increased costs associated with compliance with any
           federal, state, or local law, regulation, permit, or agency
           requirement related to safety, health, or the environment

                                    III-15

<PAGE>

            where such additional or increased cost is incurred as a result of
            providing MEBTEL with interconnection or collocation, including, but
            not limited to, costs associated with obtaining appropriate permits
            or agency authorizations or approvals, remediation or response to
            any release or threatened release of any regulated substance,
            investigation or testing related, and training or notification
            requirements.

     47.9   Activities impacting safety or the environment of a Right of Way
            (ROW) must be harmonized with the specific agreement and the
            relationship between GTE and the land owner. In this regard, MEBTEL
            must comply with any limitations associated with a ROW, including,
            but not limited to, limitations on equipment access due to
            environmental conditions (e.g., wetland areas having equipment
            restrictions).

     47.10  Notwithstanding Section 27, with respect to environmental
            responsibility under this Section 47, GTE and MEBTEL shall each
            indemnify, defend, and hold harmless the other Party from and
            against any claims (including, without limitation, third-party
            claims for personal injury or real or personal property damage),
            judgments, damages (including direct and indirect damage and
            punitive damages), penalties, fines, forfeitures, cost, liabilities,
            interest and losses arising from or in connection with (a) the
            indemnifying Party's negligent or willful misconduct, regardless of
            form; (b) the violation or alleged violation of any federal, state,
            or local law, regulation, permit, or agency requirement relating to
            safety, health, or the environment; or (c) the presence or alleged
            presence of contamination arising out of the indemnifying Party's
            acts or omissions concerning its operations at the GTE Facility.

48.  TBD Prices.
     -----------

     Numerous provisions in this Agreement and its Attachments refer to pricing
     principles. If a provision references prices in an Attachment and there are
     no corresponding prices in such Attachment, such price shall be considered
     "To Be Determined" (TBD). With respect to all TBD prices, prior to MEBTEL
     ordering any such TBD item, the Parties shall meet and confer to establish
     a price. If the Parties are unable to reach agreement on a price for such
     item, an interim price shall be set for such item that is equal to the
     price for the nearest analogous item for which a price has been established
     (for example, if there is not an established price for a non recurring
     charge (NRC) for a specific UNE, the Parties would use the NRC for the most
     analogous retail service for which there is an established price). Any
     interim prices so set shall be subject to modification by any subsequent
     decision of the Commission. If an interim price is different from the rate
     subsequently established by the Commission, any underpayment shall be paid
     by MEBTEL to GTE, and any overpayment shall be refunded by GTE to MEBTEL,
     within 45 Business Days after the establishment of the price by the
     Commission.


49.  Amendment of Certain Rates, Terms and Conditions. The rates, terms and
     -------------------------------------------------
     conditions in this Agreement that are specified in Appendix 49A (the "AT&T"
     Terms) were taken from the GTE/AT&T Interconnection, Resale and Unbundling
     Agreement (the AT&T Agreement) approved by the Commission in Case No. P140
     Sub 51. The rates, terms and conditions not included in this Agreement but
     referenced in Appendix 49B (the "GTE Terms") were excluded from the AT&T
     Agreement by the Commission in Case No. P140 Sub 51. GTE and MEBTEL agree
     that if the AT&T Terms are deemed to be unlawful, or are stayed, enjoined
     or otherwise modified, in whole or in part, by a court or commission of
     competent jurisdiction, then this Agreement shall be deemed to have been
     amended accordingly, by modification of the AT&T Terms or, as appropriate,
     the substitution "Terms" for all stayed and enjoined AT&T Terms, and such
     amendments shall be effective retroactive to the Effective Date of this
     Agreement.


                                    111-16

<PAGE>

     GTE and MEBTEL further agree that the terms and conditions of this
     Agreement reflect certain requirements of the FCC's First Report and Order
     in CC Docket No. 96-98. The terms and conditions of this Agreement shall be
     subject to any and all actions by any court or other governmental authority
     that invalidate, stay, vacate or otherwise modify the FCC's First Report
     and Order, in whole or in part ("actions"). To the extent warranted by any
     such action, the parties agree that this Agreement shall be deemed to have
     been modified accordingly as in the first paragraph of this Section 49. The
     parties agree to immediately apply any affected terms and conditions,
     including any in other sections and articles of this Agreement, consistent
     with such action, and within a reasonable time incorporate such modified
     terms and conditions in writing into the Agreement. If the AT&T Terms are
     affected by such action and GTE determines they cannot be consistently
     applied therewith, the GTE Terms shall apply. MEBTEL acknowledges that GTE
     may seek to enforce such action before a commission or court of competent
     jurisdiction. GTE does not waive any position regarding the illegality or
     inappropriateness of the FCC's First Report and Order.

     The rates, terms and conditions (including rates which may be applicable
     under true-up) specified in both the GTE Terms and the AT&T Terms are
     further subject to amendment, retroactive to the Effective Date of the
     Agreement, to provide for charges or rate adjustments resulting from future
     Commission or other proceedings, including but not limited to any generic
     proceeding to determine GTE's unrecovered costs (e.g., historic costs,
     contribution, undepreciated reserve deficiency, or similar unrecovered GTE
     costs (including GTE's end user surcharge)), the establishment of a
     competitively neutral universal service system, or any appeal or other
     litigation.

     If the Commission (or any other commission or federal or state court) in
     reviewing this Agreement pursuant to applicable state and federal laws,
     including Section 252(e) of the Telecommunications Act of 1996, deletes or
     modifies in any way this Section 49, MEBTEL agrees that this entire
     Agreement is void and will not become effective, and MEBTEL agrees to
     withdraw this Agreement from consideration by the Commission (or any other
     commission or federal or state court).


                                    111-17


<PAGE>

                                  ARTICLE IV
                    GENERAL RULES GOVERNING RESOLD SERVICES
                            AND UNBUNDLED ELEMENTS

1    General.
     --------

     General regulations, terms and conditions governing rate applications,
     technical parameters, service availability, definitions and feature
     interactions, as described in the appropriate GTE intrastate local, toll
     and access tariffs, apply to retail services made available by GTE to
     MEBTEL for resale and UNEs provided by GTE to MEBTEL, when appropriate,
     unless otherwise specified in this Agreement. As applied to services or
     UNEs offered under this Agreement, the term "Customer" contained in the GTE
     Retail Tariff shall be deemed to mean "MEBTEL" as defined in this
     Agreement.

2.   Liability of GTE.
     -----------------

     2.1  Inapplicability of Tariff Liability.
          ------------------------------------

          GTE's general liability, as described in the GTE Retail Tariff, does
          not extend to MEBTEL's customers or any other third party. Liability
          of GTE to MEBTEL resulting from any and all causes arising out of
          services, facilities, UNEs or any other items relating to this
          Agreement shall be governed by the liability provisions contained in
          this Agreement and no other liability whatsoever shall attach to GTE.
          GTE shall be liable for the individual services, facilities or
          elements that it separately provides to MEBTEL and shall not be liable
          for the integration of components combined by MEBTEL.

     2.2  MEBTEL Tariffs or Contracts.
          ----------------------------

          MEBTEL shall, in its tariffs or other contracts for services provided
          to its end-users using services, facilities or UNEs obtained from GTE,
          provide that in no case shall GTE be liable to MEBTEL's end-users or
          any third parties for any indirect, special or consequential damages,
          including, but not limited to, economic loss or lost business or
          profits, whether foreseeable or not, and regardless of notification by
          MEBTEL of the possibility of such damages and MEBTEL shall indemnify
          and hold GTE harmless from any and all claims, demands, causes of
          action and liabilities based on any reason whatsoever from its
          customers as provided in this Agreement. Nothing in this Agreement
          shall be deemed to create a third-party beneficiary relationship with
          MEBTEL's end-users.

     2.3  No Liability for Errors.
          ------------------------

          GTE is not liable for mistakes that appear in GTE's listings, 911 and
          other information databases, or for incorrect referrals of end-users
          to MEBTEL for any ongoing MEBTEL service, sales or repair inquiries,
          and with respect to such mistakes or incorrect referrals, MEBTEL shall
          indemnify and hold GTE harmless from any and all claims, demands,
          causes of action and liabilities whatsoever, including costs, expenses
          and reasonable attorney's fees incurred on account thereof, by third
          parties, including MEBTEL's end-users or employees. For purposes of
          this Section 2.3, mistakes and incorrect referrals shall not include
          matters arising out of the willful misconduct of GTE or its employees
          or agents.

3.   Unauthorized Changes.
     ---------------------
     3.1   Procedures.
           -----------

          If MEBTEL submits an order for resold services or unbundled elements
          under this Agreement in order to provide service to an end-user that
          at the time the order is submitted


                                      IV-1

<PAGE>

          is obtaining its local services from GTE or another LEC using GTE
          resold services or unbundled elements, and the end-user notifies GTE
          that the end-user did not authorize MEBTEL to provide local exchange
          services to the end-user, MEBTEL must provide GTE with written
          documentation of authorization from that end-user within thirty (30)
          Business Days of notification by GTE. If MEBTEL cannot provide written
          documentation of authorization within such time frame, MEBTEL must
          within three (3) Business Days thereafter:

          (a)  notify GTE to change the end-user back to the LEC providing
               service to the end-user before the change to MEBTEL was made; and

          (b)  provide any end-user information and billing records MEBTEL has
               obtained relating to the end-user to the LEC previously serving
               the end-user; and

          (c)  notify the end-user and GTE that the change back to the previous
               LEC has been made.

          Furthermore, GTE will bill MEBTEL fifty dollars ($50.00) per affected
          line to compensate GTE for switching the end-user back to the original
          LEC.

4.   Impact of Payment of Charges on Service.
     ----------------------------------------

     MEBTEL is solely responsible for the payment of all charges for all
     services, facilities and elements furnished under this Agreement,
     including, but not limited to, calls originated or accepted at its or its
     end-users' service locations. If MEBTEL fails to pay when due any and all
     charges billed to MEBTEL under this Agreement, including any late payment
     charges (collectively, "Unpaid Charges"), and any or all such charges
     remain unpaid more than forty-five (45) calendar days after the bill date
     of such Unpaid Charges excepting previously disputed charges for which
     MEBTEL may withhold payment, GTE shall notify MEBTEL in writing that it
     must pay all Unpaid Charges to GTE within seven (7) Business Days. If
     MEBTEL disputes the billed charges, it shall, within said seven (7) day
     period, inform GTE in writing of which portion of the Unpaid Charges it
     disputes, including the specific details and reasons for the dispute,
     unless such reasons have been previously provided, and shall immediately
     pay to GTE all undisputed charges. If MEBTEL and GTE are unable, within
     thirty (30) Business Days thereafter, to resolve issues related to the
     disputed charges, then either MEBTEL or GTE may file a request for
     arbitration under Article III of this Agreement to resolve those issues.
     Upon resolution of any dispute hereunder, if MEBTEL owes payment it shall
     make such payment to GTE with any late payment charge under Article III,
     Section 10.3, from the original payment due date. If MEBTEL owes no
     payment, but has previously paid GTE such disputed payment, then GTE shall
     credit such payment including any late payment charges. If MEBTEL fails to
     pay any undisputed Unpaid Charges, MEBTEL shall, at its sole expense,
     within five (5) Business Days notify its end-users that their service may
     be disconnected for MEBTEL's failure to pay Unpaid Charges, and that its
     end-users must select a new provider of local exchange services. GTE may
     discontinue service to MEBTEL upon failure to pay undisputed charges as
     provided in this Section 4, and shall have no liability to MEBTEL or
     MEBTEL's end-users in the event of such disconnection. If MEBTEL fails to
     provide such notification or any of MEBTEL's end-users fail to select a new
     provider of services within the applicable time period, GTE may provide
     local exchange services to MEBTEL's end-users under GTE's applicable end-
     user tariff at the then current charges for the services being provided. In
     this circumstance, otherwise applicable service establishment charges will
     not apply to MEBTEL's end-user, but will be assessed to MEBTEL.

5.   Unlawful Use of Service.
     ------------------------

     Services, facilities or unbundled elements provided by GTE pursuant to this
     Agreement shall not be used by MEBTEL or its end-users for any purpose in
     violation of law. MEBTEL, and not GTE, shall

                                     IV-2

<PAGE>

     be responsible to ensure that MEBTEL and its end-users use of services,
     facilities or unbundled elements provided hereunder comply at all times
     with all applicable laws. GTE may refuse to furnish service to MEBTEL or
     disconnect particular services, facilities or unbundled elements provided
     under this Agreement to MEBTEL or, as appropriate, MEBTEL's end-user when
     (i) an order is issued by a court of competent jurisdiction finding that
     probable cause exists to believe that the use made or to be made of the
     service, facilities or unbundled elements is prohibited by law or (ii) GTE
     is notified in writing by a law enforcement agency acting within its
     jurisdiction that any facility furnished by GTE is being used or will be
     used for the purpose of transmitting or receiving gambling information in
     interstate or foreign commerce in violation of law. Termination of service
     shall take place after reasonable notice is provided to MEBTEL, or as
     ordered by the court. If facilities have been physically disconnected by
     law enforcement officials at the premises where located, and if there is
     not presented to GTE the written finding of a court, then upon request of
     MEBTEL and agreement to pay restoral of service charges and other
     applicable service charges, GTE shall promptly restore such service.

6.   Timing of Messages.
     -------------------

     With respect to GTE resold measured rate local service(s), chargeable time
     begins when a connection is established between the calling station and the
     called station. Chargeable time ends when the calling station "hangs up,"
     thereby releasing the network connection. If the called station "hangs up"
     but the calling station does not, chargeable time ends when the network
     connection is released by automatic timing equipment in the network. Timing
     of messages applicable to GTE's Port and Local Switching element (usage
     sensitive services) will be recorded based on originating and terminating
     access.

7.   Procedures For Preordering. Ordering, Provisioning, Etc.
     --------------------------------------------------------

     Certain procedures for preordering, ordering, provisioning, maintenance and
     billing and electronic interfaces for many of these functions are governed
     by the GTE Guide. In accordance with Article III, Section 7, GTE will not
     process resale or unbundled network element orders until the MEBTEL Profile
     has been completed and returned; and, if required, an advanced deposit
     paid.

8.   Letter of Authorization
     -----------------------

     8.1     GTE will not release the Customer Service Record (CSR) containing
             Customer Proprietary Network Information (CPNI) to MEBTEL on GTE
             end-user customer accounts unless MEBTEL first provides to GTE a
             written Letter of Authorization (LOA). Such LOA may be a blanket
             LOA or other form agreed upon between GTE and MEBTEL authorizing
             the release of such information to MEBTEL or if state or federal
             law provides otherwise, in accordance with such law.

     8.2     An (LOA) will be required before GTE will process an order for
             Services provided in cases in which the subscriber currently
             receives Exchange Service from GTE or from a local service provider
             other than MEBTEL. Such LOA may be a blanket LOA or such other form
             as agreed upon between GTE and MEBTEL.

9.   Customer Contacts.
     ------------------

     Except as otherwise provided in this Agreement or as agreed to in a
     separate writing by MEBTEL, MEBTEL shall provide the exclusive interface
     with MEBTEL's end-user customers in connection with the marketing or
     offering of MEBTEL services. Except as otherwise provided in this
     Agreement, in those instances in which GTE personnel are required pursuant
     to this Agreement to interface directly with MEBTEL's end-users, such
     personnel shall not identify themselves as representing GTE. All forms,
     business cards or other business materials furnished by GTE to MEBTEL end-
     users shall be generic in nature. In no event shall GTE personnel acting on
     behalf of



                                     IV-3

<PAGE>

     MEBTEL pursuant to this Agreement provide information to MEBTEL end-users
     about GTE products or services unless otherwise authorized by MEBTEL.

                                     IV-4

<PAGE>

                                   ARTICLE V

           INTERCONNECTION AND TRANSPORT AND TERMINATION OF TRAFFIC

1    Services Covered by This Article.
     ---------------------------------

     1.1  Types of Services.
          ------------------

          This Article governs the provision of internetwork facilities (i.e.,
          physical interconnection services and facilities), Meet-Point Billing
          (MPB) by GTE to MEBTEL or by MEBTEL to GTE and the transport and
          termination and billing of Local, IntraLATA Toll, optional EAS traffic
          and jointly provided Interexchange Carrier (IXC) access between GTE
          and MEBTEL. The services and facilities described in this Article
          shall be referred to in this Article V as the "Services."

          1.1.1   MEBTEL initiates orders for trunk-side interconnection
                  services by sending an ASRs to GTE. MEBTEL should submit ASRs
                  to GTE through on-line applications or electronic files. The
                  ordering process is described in the GTE Guide. The ASR will
                  be reviewed by GTE for validation and correction of errors.
                  Errors will be referred back to MEBTEL. MEBTEL then will
                  correct any errors that GTE has identified and resubmit the
                  request to GTE electronically through a supplemental ASR.

2.   Billing and Rates.
     ------------------

     2.1  Service Ordering, Service Provisioning, and Billing.
          ----------------------------------------------------

          MEBTEL will order services for interim number portability, directly
          from GTE through an electronic interface or fax. The following
          describes generally the processes GTE will use for ordering,
          provisioning and billing for interconnection facilities and services.
          Except as specifically provided otherwise in this Agreement, service
          ordering, provisioning, billing and maintenance shall be governed by
          the GTE Guide.

     2.2  Rates and Charges.
          ------------------

          Customer agrees to pay to Provider the rates and charges for the
          Services set forth in the applicable appendices to this Agreement.
          GTE's rates and charges are set forth in Appendix A attached to this
          Agreement and made a part hereof. MEBTEL's separate rates and charges
          are also set forth in Appendix A attached hereto and made a part
          hereof.

      2.3 Billing.
          --------

          Provider shall render to Customer a bill for interconnection services
          on a current basis. Charges for physical facilities and other non-
          usage sensitive charges shall be billed in advance, except for charges
          and credits associated with the initial or final bills. Usage
          sensitive charges, such as charges for termination of Local Traffic,
          shall be billed in arrears. MEBTEL is required to order trunks
          pursuant to Section 4.3.3 of this Article.

      2.4 Billing Specifications.
          ------------------------

          The Parties agree that billing requirements and outputs will be
          consistent with the Telcordia Technologies Billing Output
          Specifications (BOS).

          2.4.1   Usage Measurement: Usage measurement for calls shall begin
                  when Answer Supervision or equivalent Signaling System 7 (SS7)
                  message is received from the terminating office and shall end
                  at the time of call disconnect by the calling or called
                  subscriber, whichever occurs first.

                                      V-1

<PAGE>

               2.4.2   Minutes of use (MOU), or fractions thereof, shall not be
                       rounded upward on a per-call basis, but will be
                       accumulated over the billing period. At the end of the
                       billing period, any remaining fraction shall be rounded
                       up to the nearest whole minute to arrive at total
                       billable minutes for each interconnection. MOU shall be
                       collected and measured in minutes, seconds, and tenths of
                       seconds.

     3.   Transport and Termination of Traffic.
          -------------------------------------

          3.1  Traffic to be Exchanged.
               ------------------------

               The Parties shall reciprocally terminate Local, IntraLATA Toll,
               optional EAS and jointly provided IXC traffic (or other traffic
               the Parties agree to exchange) originating on each other's
               networks utilizing either Direct or Indirect Network
               Interconnections as provided in Section 4 or Section 5 herein. To
               this end, the Parties agree that there will be interoperability
               rope rability between their networks. The Parties agree to
               exchange traffic associated with third party LECs, CLECs and
               Wireless Service Providers pursuant to the compensation
               arrangement specified in Section 3.3 herein. In addition, the
               Parties will notify each other of any anticipated change in
               traffic to be exchanged (e.g., traffic type, volume).

          3.2  Compensation For Exchange Of Traffic.
               -------------------------------------

               3.2.1   Mutual Compensation. The Parties shall compensate each
                       -------------------
                       other for the exchange of Local Traffic originated by or
                       terminating to the Parties' end-user customers in
                       accordance with Section 3.2.2 of this Article. The
                       Parties agree to the initial state level exempt factor
                       representative of the share of traffic exempt from local
                       compensation. This initial exempt factor is set forth in
                       Appendix A. This factor will be updated quarterly in like
                       manner or as the Parties otherwise agree. Once the
                       traffic that is exempt from local compensation can be
                       measured, the actual exempt traffic will be used rather
                       than the above factor. Charges for the transport and
                       termination of optional EAS, intraLATA toll and
                       interexchange traffic shall be in accordance with the
                       Parties' respective intrastate or interstate access
                       tariffs, as appropriate.

               3.2.2   Bill-and-Keep. The Parties shall assume that Local
                       -------------
                       Traffic originated by or terminating to the Parties' end-
                       user customers is roughly balanced between the parties
                       unless traffic studies indicate otherwise. Accordingly,
                       the Parties agree to use a Bill-and-Keep Arrangement with
                       respect to termination of Local Traffic only. Either
                       Party may request that a traffic study be performed no
                       more frequently than once a quarter. Should such traffic
                       study indicate, in the aggregate, that either Party is
                       terminating more than 60 percent of the Parties' total
                       terminated minutes for Local Traffic, either Party may
                       notify the other that mutual compensation will commence
                       pursuant to the rates set forth in Appendix A of this
                       Agreement and following such notice it shall begin and
                       continue for the duration of the Term of this Agreement
                       unless otherwise agreed. Nothing in this Section 3.2.2
                       shall be interpreted to (i) change compensation set forth
                       in this Agreement for traffic or services other than
                       Local Traffic, including but not limited to internetwork
                       facilities, access traffic or wireless traffic, or (ii)
                       allow either Party to aggregate traffic other than Local
                       Traffic for the purpose of compensation under the Bill-
                       and-Keep Arrangement described in this Section 3.2.2,
                       except as set forth in Section 3.1 above.

               3.2.3   Compensation for Terminating Access Charges on Calls to
                       ------------------------------------------------------
                       Ported Numbers. The Parties agree that a meet point
                       ---------------
                       billing arrangement will be used to bill for terminating
                       switched access charges associated with calls terminated
                       to a ported

                                      V-2

<PAGE>

                       number. Each Party will bill the lXCs applicable switched
                       access rate elements for functions provided over each
                       respective Party's facilities. The Parties will follow
                       any industry standards established for call record
                       exchanges for meet point billing. Until industry
                       standards for call record exchanges are established for
                       interim number portability, the Parties agree that
                       switched access termination to a ported number will be
                       billed by the party providing interim number portability
                       and that the party billing the switched access will share
                       the switched access revenue with the other Party. The
                       Party providing interim number portability is entitled to
                       keep the portion of collected access revenue associated
                       with tandem switching, transport, and residual/transport
                       interconnection charge rate elements, as applicable. The
                       party terminating ported calls is entitled to receive the
                       portion of collected access revenue associated with the
                       end office switching rate elements. As part of this
                       revenue sharing arrangement, the Parties agree to
                       compensate each other as specified in Appendix B.

                       3.2.3.1    As part of the revenue sharing arrangement
                                  described in Section 3.2.3 the number of lines
                                  per ported number that are subject to
                                  compensation will be determined at the time
                                  the end user customer's local service is
                                  changed from one party to the other. The
                                  number of lines per ported number eligible for
                                  the shared revenue arrangement described in
                                  this section will be limited to the number of
                                  lines in service on the date of conversion
                                  plus a 10% growth margin. After conversion the
                                  number of lines per ported number available
                                  for compensation can only be increased by
                                  mutual consent of the Parties.

                       3.2.3.2    As part of the revenue sharing arrangement
                                  described in Section 3.2.3 the Parties agree
                                  that the compensation rates may change as a
                                  result of changes in access rates, traffic
                                  volume or for other reasons and agree to
                                  renegotiate the rates if a significant event
                                  occurs. At a minimum, the Parties agree to
                                  reevaluate the rates on an annual basis.

                       3.2.3.3    The Parties agree that terminating switched
                                  access calls ported via interim number
                                  portability may appear to the receiving Party
                                  to be a local call and that the implementation
                                  of reciprocal compensation for terminating
                                  local calls may result in overcompensation for
                                  ported switched access calls. The Parties
                                  agree that no charges shall be applied to the
                                  ported switched access calls as part of the
                                  local traffic termination. When the access
                                  revenue sharing arrangement described in
                                  Section 3.2.3 is in effect, the Parties agree
                                  to renegotiate the terminating shared access
                                  compensation rates if reciprocal compensation
                                  for local calls is implemented.

                       3.2.3.4    As part of the revenue sharing arrangement
                                  described in Section 3.2.3 the Party receiving
                                  the payments on a per line per month basis
                                  agrees to provide the following information on
                                  its invoice: Name of the end user accounts,
                                  the ported telephone numbers, the telephone
                                  numbers assigned to the lines in its switch,
                                  the INP methods used, class of service, and
                                  dates of initial installation and disconnects.

                       3.2.3.5    Upon implementation of permanent local number
                                  portability, the Parties agree to transition
                                  all interim number portability customers and
                                  their services to permanent local number
                                  portability methods within a mutually agreed
                                  upon time frame and discontinue use of further
                                  interim methods of number portability.


                                      V-3

<PAGE>

     3.3  Tandem Switching Traffic.
          -------------------------

          The Parties will provide tandem switching for traffic between the
          Parties' end offices subtending each other's access tandem, as well
          as for traffic between either Party's end-users and any third party
          which is interconnected to the other Party's access tandems as
          follows:

          3.3.1   The originating Party will compensate the tandem Party for
                  each minute of originated tandem switched traffic which
                  terminates to third party (e.g., other CLEC, ILEC, or wireless
                  service provider). The applicable rate for this charge is the
                  tandem transiting charge identified in Appendix A.

          3.3.2   The originating Party also assumes responsibility for
                  compensation to the company which terminates the call.

          3.3.3   The Parties agree to enter into their own agreements with
                  third-party providers. In the event that MEBTEL sends traffic
                  through GTE's network to a third-party provider with whom
                  MEBTEL does not have a traffic interexchange agreement, then
                  MEBTEL agrees to indemnify GTE for any termination charges
                  rendered by a third-party provider for such traffic.

     3.4  Inter-Tandem Switching.
          -----------------------

          The Parties will only use inter-tandem switching for the transport and
          termination of intraLATA toll traffic originating on each other's
          network at and after such time as either MEBTEL has agreed to and
          fully implemented an existing intraLATA toll compensation mechanism
          such as IntraLATA Terminating Access Compensation (ITAC) or a
          functional equivalent thereof. The Parties will only use inter-tandem
          switching for the transport and termination of Local Traffic
          originating on each other's network at and after such time as the
          Parties have agreed to and fully implemented generally accepted
          industry signaling standards and Automated Message Accounting (AMA)
          record standards which shall support the recognition of multiple
          tandem switching events.

4.   Direct Network Interconnection.
     -------------------------------

     4.1  Network Interconnection Architecture.
          -------------------------------------

          MEBTEL may interconnect With GTE on its network at any of the minimum
          Currently Available points required by the FCC. Interconnection at
          additional points will be reviewed on an individual case basis. Where
          the Parties mutually agree following a Bona Fide Request (BFR) to
          directly interconnect their respective networks, interconnection will
          be as specified in the following subsections. Based on the
          configuration, the installation time line will vary considerably,
          however, GTE will work with MEBTEL in all circumstances to install IPs
          within 120 calendar days absent extenuating circumstances.
          Internetwork connection and protocol must be based on industry
          standards developed consistent with Section 256 of the Act.

          4.1.1   Subject to mutual agreement, the Parties may use the following
                  types of network facility interconnection, using such
                  interface media as are (i) appropriate to support the type of
                  interconnection requested and (ii) available at the facility
                  at which interconnection is requested.

                  (a)   A Mid-Span Fiber Meet within an existing GTE exchange
                        area whereby the Parties mutually agree to jointly plan
                        and engineer their facility IP at a designated manhole
                        or junction location. The IP is the demarcation between
                        ownership of the fiber transmission facility. Each party
                        is

                                      V-4

<PAGE>

                        individually responsible for its incurred costs in
                        establishing this arrangement.

                  (b)   A virtual or physical Expanded Interconnection Service
                        (EIS) arrangement at a GTE Wire Center subject to the
                        rates, terms, and conditions contained in GTE's
                        applicable tariffs.

                  (c)   A special access and/or CLEC Dedicated Transport
                        arrangement terminating at a GTE Wire Center subject to
                        the rates, terms, and conditions contained in GTE's
                        applicable tariffs. These facilities will meet the
                        standards set forth in such tariffs.

          4.1.2   Virtual and physical EIS arrangements are governed by
                  appropriate GTE tariffs, except as provided in Article IX,
                  Section 1.3.

          4.1.3   The Parties will mutually designate at least one IP on GTE's
                  network within each GTE local calling area for the routing of
                  Local Traffic.

     4.2  Compensation.
          -------------

          The Parties agree to the following compensation for internetwork
          facilities, depending on facility type. Only Local Traffic and
          IntraLATA Toll Traffic will be used for calculation of this
          compensation.

          4.2.1   Mid-Span Fiber Meet: GTE will charge special access (flat
                  rated) transport from the applicable intrastate access tariff
                  and will rate charges between the IP and GTE's interconnection
                  switch. Charges will be reduced to reflect the proportionate
                  share of the facility that is used for transport of traffic
                  originated by GTE. The initial proportionate share factor for
                  facilities is set forth in Appendix A. This factor will be
                  updated quarterly in like manner or as the Parties otherwise
                  agree. MEBTEL will charge flat rated transport to GTE for
                  MEBTEL facilities used by GTE at tariffed rates or as mutually
                  agreed. MEBTEL will apply charges based on the lesser of; (i)
                  the airline mileage from the IP to the MEBTEL switch; or (ii)
                  the airline mileage from the GTE switch to the serving area
                  boundary.

          4.2.2   Collocation: GTE will charge Virtual or Physical EIS rates
                  from the applicable GTE tariff. MEBTEL will charge GTE flat
                  rated transport at tariffed rates or as mutually agreed, to
                  reflect the proportionate share of the facility that is used
                  for transport of traffic originated by GTE. MEBTEL will apply
                  charges based on the lesser of (i) the airline mileage from
                  the IP to the MEBTEL switch; or (ii) two (2) times the airline
                  mileage from the GTE switch to the serving area boundary.

          4.2.3   Special Access and/or CLEC Dedicated Transport: GTE will
                  charge special access and/or switched access rates from the
                  applicable GTE intrastate access tariff. Charges will be
                  reduced to reflect the proportionate share of the facility
                  that is used for transport of traffic originated by GTE. The
                  Parties will negotiate an initial factor representative of the
                  proportionate share of the facilities. This factor will be
                  updated quarterly in like manner or as the Parties otherwise
                  agree.

     4.3  Trunking Requirements.
          ----------------------

          In accordance with Article III, Section 12, it will be necessary for
          the Parties to have met and agreed on trunking availability and
          requirements in order for the Parties to begin exchange of traffic.

                                      V-5

<PAGE>

     4.3.1.    The Parties agree to establish trunk groups of sufficient
               capacity from the interconnecting facilities such that trunking
               is available to any switching center designated by either Party,
               including end offices, tandems, 911 routing switches, and
               directory assistance/operator service switches. The Parties will
               mutually agree where one-way or two-way trunking will be
               available. The Parties may use two-way trunks for delivery of
               Local Traffic or either Party may elect to provision its own one-
               way trunks for delivery of Local Traffic to the other Party. If a
               Party elects to provision its own one-way trunks, that Party will
               be responsible for its own expenses associated with the trunks.

     4.3.2.    MEBTEL shall make available to GTE trunks over which GTE shall
               terminate to end-users of MEBTEL-provided Exchange Services,
               Local Traffic and intraLATA toll or optional EAS traffic
               originated from end-users of GTE-provided Exchange Service.

     4.3.3.    MEBTEL and GTE shall, where applicable, make reciprocally
               available, by mutual agreement, the required trunk groups to
               handle different traffic types. MEBTEL and GTE will support the
               provisioning of trunk groups that carry combined or separate
               Local Traffic and intraLATA toll and optional EAS traffic. GTE
               requires separate trunk groups from MEBTEL to originate and
               terminate interLATA calls and to provide Switched Access Service
               to IXCs. To the extent MEBTEL desires to have any IXCs originate
               or terminate switched access traffic to or from MEBTEL, using
               jointly provided switched access facilities routed through a GTE
               access tandem, it is the responsibility of MEBTEL to arrange for
               such IXC to issue an ASR to GTE to direct GTE to route the
               traffic. If GTE does not receive an ASR from the IXC, GTE will
               initially route the switched access traffic between the IXC and
               MEBTEL. If the IXC subsequently indicates that it does not want
               the traffic routed to or from MEBTEL, GTE will not route the
               traffic.

               4.3.3.1   Each Party agrees to route traffic only over the proper
                         jurisdictional trunk group.

               4.3.3.2   Each Party shall only deliver traffic over the local
                         interconnection trunk groups to the other Party's
                         access tandem for those publicly-dialable NXX Codes
                         served by end offices that directly subtend the access
                         tandem or to those wireless service providers that
                         directly subtend the access tandem.

               4.3.3.3   Neither party shall route Switched Access Service
                         traffic over local interconnection trunks, or Local
                         Traffic over Switched Access Service trunks.

     4.3.4.    End-Office Trunking. The Parties will work together to establish
               -------------------
               high usage end-office trunk groups sufficient to handle the
               greater of the actual or reasonably forecasted traffic volumes
               between a MEBTEL end office and a GTE end office.

     4.3.5.    MEBTEL and GTE will reciprocally provide Percent Local Usage
               (PLU) factors to each other on a semi-annual basis to identify
               the proper percent of Local Traffic carried on local
               interconnection trunks. If either Party does not provide to the
               other Party an updated PLU, the previous PLU will be utilized.
               The parties agree to the initial PLU factor as set forth in
               Appendix A.

     4.3.6.    Reciprocal traffic exchange arrangement trunk connections shall
               be made at a DS-1 or multiple DS-1 level, DS-3, (Synchronous
               Optical Network (SONET))

                                      V-6

<PAGE>

             where technically available) and shall be jointly-engineered to the
             appropriate industry grade of service standard B.01 or B.005.

     4.3.7.  MEBTEL and GTE agree to use diligent efforts to develop and agree
             on a Joint Interconnection Grooming Plan prescribing standards to
             ensure that the reciprocal traffic exchange arrangement trunk
             groups are maintained at the appropriate industry grades of service
             standard B.01 or B.005. Such plan shall also include mutually-
             agreed upon default standards for the configuration of all
             segregated trunk groups.

     4.3.8.  SS7 Common Channel Signaling will be used to the extent that such
             technology is available. If SS7 is not available, Multi-Frequency
             Signaling (MF) will be used as specified.

     4.3.9.  The Parties agree to offer and provide to each other B8ZS Extended
             Superframe Format (ESF) facilities, where available, capable of
             voice and data traffic transmission.

     4.3.10. The Parties will support intercompany 64kbps clear channel where
             available.

     4.3.11. Orders between the Parties to establish, add, change or disconnect
             trunks shall be processed by use of an Access Service Request
             (ASR), or another industry standard eventually adopted to replace
             the ASR for local service ordering.

4.4  Trunk Forecasting.
     -----------------

     4.4.1   The Parties will develop joint forecasting of trunk groups in
             accordance with Article III, Section 12. Intercompany forecast
             information must be provided by the Parties to each other twice a
             year. The semi-annual forecasts will include:

             4.4.1.1   yearly forecasted trunk quantities for no less than a
                       two-year period (current year, plus one year); and

             4.4.1.2   the use of (i) CLCI[]-MSG codes, which are described in
                       Telcordia, Technologies document BR 795-100-100; (ii)
                       circuit identifier codes as described in BR 795-400-100;
                       and (iii) Trunk Group Serial Number (TGSN) as described
                       in BR 751-100-195.

     4.4.2   Description of major network projects that affect the other Party
             will be provided with the semi-annual forecasts provided pursuant
             to Section 4.4.1. Major network projects include but are not
             limited to trunking or network rearrangements, shifts in
             anticipated traffic patterns, or other activities by either Party
             that are reflected by a significant increase or decrease in
             trunking demand for the following forecasting period.

     4.4.3   Parties will meet to review and reconcile their forecasts if their
             respective forecasts differ significantly from one another.

4.5  Trunk Facility Under Utilization.
     --------------------------------

     At least once a year the Parties shall exchange trunk group measurement
     reports for trunk groups terminating to the other Party's network. In
     addition and from time to time, each Party will determine the required
     trunks for each of the other Party's trunk groups from the previous 12
     months servicing data. Required trunks will be based on the appropriate
     grade of service standard (B.01 or B.005) or the Joint Interconnection
     Grooming Plan referenced

                                      V-7

<PAGE>

          in Section 4.3.7. When a condition of excess capacity is identified,
          GTE will facilitate a review of the trunk group existing and near term
          (3 to 6 months) traffic requirements with the customer for possible
          network efficiency adjustment.

     4.6  Network Redesigns Initiated by GTE.
          ----------------------------------

          GTE will not charge MEBTEL when GTE initiates its own network
          redesigns/reconfigurations.

     4.7  Interconnection Calling and Called Scopes for the Access Tandem
          ---------------------------------------------------------------
          Interconnection and the End Office Interconnection.
          --------------------------------------------------

          4.7.1  GTE Access Tandem Interconnection calling scope (originating
                 and terminating) is to those GTE end offices which subtend the
                 GTE access tandem to which the connection is made except as
                 provided for in Section 3.3 of this Article V.

          4.7.2  GTE End Office Interconnection calling scope (originating and
                 terminating) is only to the end office and its remotes to which
                 the connection is made.

5.   Indirect Network Interconnection.
     ---------------------------------

     Neither Party shall deliver traffic destined to terminate at the other
     Party's end office via another LEC's end office. In addition, neither Party
     shall deliver traffic destined to terminate at an end office subtending the
     other Party's access tandem via another LEC's access tandem until such time
     as compensation arrangements have been established in accordance with this
     Article V, Sections 3.1 and 3.4.

6.   Number Resources.
     -----------------

     6.1  Number Assignment.
          -----------------

          Nothing in this Agreement shall be construed to, in any manner, limit
          or otherwise adversely impact MEBTEL's right to employ or to request
          and be assigned any NANP number resources including, but not limited
          to, Central Office (NXX) Codes pursuant to the Central Office Code
          Assignment Guidelines. Any request for numbering resources by MEBTEL
          shall be made directly to the NANP Number Plan Administrator. Except
          with respect to those areas in which GTE is the NANP Number Plan
          Administrator, GTE shall not be responsible for the requesting or
          assignment of number resources to MEBTEL. The Parties agree that
          disputes arising from numbering assignment shall be arbitrated by the
          NANP Number Plan Administrator. MEBTEL shall not request number
          resources to be assigned to any GTE switching entity.

          6.1.1  Each Party shall be responsible for notifying its customers of
                 any changes in numbering or dialing arrangements to include
                 changes such as the introduction of new NPAs or new NXX codes.
                 Each Party is responsible for administering NXX codes assigned
                 to it.

     6.2  Rate Centers.
          ------------

          For purposes of compensation between the Parties and the ability of
          the Parties to appropriately apply their toll rates to their end-user
          customers, MEBTEL shall adopt the Rate Center areas and Rate Center
          points that the Commission has approved for the ILECs and shall assign
          whole NPA-NXX codes to each Rate Center.

                                      V-8

<PAGE>

     6.3  Routing Points.
          --------------

          MEBTEL will also designate a Routing Point for each assigned NXX code.
          MEBTEL may designate one location within each Rate Center as a Routing
          Point for the NPA-NXX associated with that Rate Center; alternatively
          MEBTEL may designate a single location within one Rate Center to serve
          as the Routing Point for all the NPA-NXXs associated with that Rate
          Center and with one or more other Rate Centers served by MEBTEL within
          an existing GTE exchange area and LATA.

     6.4  Code and Numbers Administration.
          --------------------------------

          The Parties will comply with code administration requirements as
          prescribed by the FCC, the Commission, and accepted industry
          guidelines. Where GTE is the NANP Number Plan Administrator, GTE will
          administer number resources, and charge for such administration in
          accord with applicable rules and regulations. GTE will administer
          numbering resources in a competitively neutral manner, and process
          requests for NXX codes in a timely manner and in accord with industry
          standards. The Parties shall protect MEBTEL proprietary information
          that may be submitted to GTE in connection with GTE's responsibilities
          as NANP Number Plan Administrator in accordance with Article III,
          Section 14 of this Agreement.

     6.5  Programming Switches.
          --------------------

          It shall be the responsibility of each Party to program and update its
          own switches and network systems pursuant to the Local Exchange
          Routing Guide (LERG) to recognize and route traffic to the other
          Party's assigned NXX codes. Neither Party shall impose any fees or
          charges whatsoever on the other Party for such activities.

7.   Number Portability (INP).
     -------------------------

     7.1  Interim Number Portability (INP).
          --------------------------------

          Each Party shall provide the other Party with service provider number
          portability as an INP option for the purpose of allowing end-user
          customers to change service-providing Party without changing their
          telephone number. The Parties shall provide service provider number
          portability to each other using remote call forwarding ("RCF") and/or
          direct inward dialing (DID). The requesting Party will provide
          "forward to" telephone number that is within the same Wire Center. The
          GTE rates for INP service using RCF are set out in Appendix B attached
          to this Agreement and made a part hereof. MEBTEL shall provide INP to
          GTE at the rates specified for MEBTEL in Appendix B.

          If a Party wishes to use Direct Inward Dialing (DID) to provide INP to
          its end-users, dedicated truck group is required between the GTE end
          office where the DID numbers are served into the CLEC switch. If there
          are no existing facilities between GTE and the CLEC, the dedicated
          facilities and transport trunks will be provisioned as switched access
          or unbundled service using the ASR provisioning process. The
          requesting Party will reroute the DID numbers to the pre-positioned
          trunk group using an Local Service Request (LSR). CLEC may purchase
          DID trunk service from GTE's tariff.

     7.2  Local Number Portability (LNP).
          ------------------------------

          7.2.1  The Parties agree that they shall develop and deploy number
                 portability in accordance with the Act, such binding FCC and
                 state mandates, and industry standards, as may be applicable.

          7.2.2  The Parties agree that all INP accounts will be converted to
                 LNP within a reasonable period of time after the conversion of
                 a switch to commercially

                                      V-9

<PAGE>

                 available LNP, and that a reasonable period of time is 90 days
                 or as otherwise negotiated.

          7.2.3  New requests for INP will not be allowed in a switch once LNP
                 has been deployed in that switch.

8.   Meet-Point Billing (MPB).
     ------------------------

     8.1  Meet-Point Arrangements.
          -----------------------

          8.1.1  The Parties may mutually establish MPB arrangements in order to
                 provide Switched Access Services to Access Service customers
                 via a GTE access tandem in accordance with the MPB guidelines
                 adopted by and contained in the Ordering and Billing Forum's
                 MECAB and MECOD documents, except as modified herein and as
                 described in Section 3.2.3 for Interim Portability.

          8.1.2  Except in instances of capacity limitations, GTE shall permit
                 and enable MEBTEL to sub-tend the GTE access tandem(s) nearest
                 to the MEBTEL Rating Point(s) associated with the NPA-NXX(s)
                 to/from which the Switched Access Services are homed. In
                 instances of capacity limitation at a given access tandem,
                 MEBTEL shall be allowed to subtend the next-nearest GTE access
                 tandem in which sufficient capacity is available.

          8.1.3  Interconnection for the MPB arrangement shall occur at the IP.

          8.1.4  Common Channel Signaling shall be utilized in conjunction with
                 MPB arrangements to the extent such signaling is resident in
                 the GTE access tandem switch.

          8.1.5  MEBTEL and GTE will use diligent efforts, individually and
                 collectively, to maintain provisions in their respective
                 federal and state access tariffs, and/or provisions within the
                 National Exchange Carrier Association (NECA) Tariff No. 4, or
                 any successor tariff, sufficient to reflect this MPB
                 arrangement, including MPB percentages.

          8.1.6  As detailed in the MECAB document, MEBTEL and GTE will, in a
                 timely fashion, exchange all information necessary to
                 accurately, reliably and promptly bill Access Service customers
                 for Switched Access Services traffic jointly handled by MEBTEL
                 and GTE via the meet-point arrangement. Information shall be
                 exchanged in Exchange Message Record (EMR) format, on magnetic
                 tape or via a mutually acceptable Electronic File Transfer
                 protocol.

          8.1.7  MEBTEL and GTE shall work cooperatively to coordinate rendering
                 of Meet-Point bills to customers, and shall reciprocally
                 provide each other usage data and related information at the
                 appropriate charge.

     8.2  Compensation.
          ------------

          8.2.1  Initially, billing to Access Service customers for the Switched
                 Access Services jointly provided by MEBTEL and GTE via the MPB
                 arrangement shall be according to the multiple-bill method as
                 described in the MECAB guidelines. This means each Party will
                 bill the portion of service it provided at the appropriate
                 tariff, or price list.

                                     V-10

<PAGE>

          8.2.2  Subsequently, MEBTEL and GTE may mutually agree to implement
                 one of the following options for billing to third parties for
                 the Switched Access Services jointly provided by MEBTEL and GTE
                 via the MPB arrangement: single-bill/single tariff method,
                 single-bill/multiple tariff method, or to continue the
                 multiple-bill method. Should either Party prefer to change
                 among these billing methods, that Party shall notify the other
                 Party of such a request in writing, ninety (90) Business Days
                 in advance of the date on which such change is desired to be
                 implemented. Such changes then may be made in accordance with
                 MECAB guidelines and if the Parties mutually agree, the change
                 will be made.

9.   Common Channel Signaling.
     -------------------------

     9.1  Service Description.
          -------------------

          The Parties will provide Common Channel Signaling (CCS) to one another
          via Signaling System 7 (SS7) network interconnection, where and as
          available, in the manner specified in FCC Order 95-187, in conjunction
          with all traffic exchange trunk groups. SS7 signaling and transport
          services shall be provided by GTE in accordance with the terms and
          conditions of this Section 9 of this Article. The Parties will
          cooperate on the exchange of all appropriate SS7 messages for local
          and intraLATA call set-up signaling, including ISDN User Part (ISUP)
          and Transaction Capabilities Application Part (TCAP) messages to
          facilitate full interoperability of all CLASS Features and functions
          between their respective networks. Any other SS7 message services to
          be provided using TCAP messages (such as data base queries) will be
          jointly negotiated and agreed upon.

     9.2  Signaling Parameters.
          --------------------

          All SS7 signaling parameters will be provided in conjunction with
          traffic exchange trunk groups, where and as available. These
          parameters include Automatic Number Identification (ANI), Calling
          Party Number (CPN), Privacy Indicator, calling party category
          information, originating line information, charge number, etc. Also
          included are all parameters relating to network signaling information,
          such as Carder Information Parameter (CIP), wherever such information
          is needed for call routing or billing. GTE will provide SS7 via
          GR-394-SS7 and/or GR-317-SS7 format(s).

     9.3  Privacy Indicators.
          ------------------

          Each Party will honor all privacy indicators as required under
          applicable law.

     9.4  Connection Through Signal Transfer Point (STP).
          ----------------------------------------------

          MEBTEL must interconnect with the GTE STP(s) serving the LATA in which
          the traffic exchange trunk groups are interconnected. Additionally,
          all interconnection to GTE's 800/888 database and GTE's Line
          Information Data Base (LIDB) shall, consistent with this section, take
          place only through appropriate STP pairs.

     9.5  Third Party Signaling Providers.
          -------------------------------

          MEBTEL may choose a third-party SS7 signaling provider to transport
          messages to and from the GTE SS7 network. In that event, that third
          party provider must present a letter of agency to GTE, prior to the
          testing of the interconnection, authorizing the third party to act on
          behalf of MEBTEL in transporting SS7 messages to and from GTE. The
          third-party provider must interconnect with the GTE STP(s) serving the
          LATA in which the traffic exchange trunk groups are interconnected.

                                     V-11

<PAGE>

     9.6  Multi-Frequency Signaling.
          -------------------------

          In the case where CCS is not available, in band Multi-Frequency (MF),
          wink start, E & M channel associated signaling with ANI will be
          provided by the Parties. Network signaling information, such as
          CIC/OZZ, will be provided wherever such information is needed for call
          routing or billing.

10.  Network Management Controls.
     ---------------------------

     Each Party shall provide a 24-hour contact number for Network Traffic
     Management issues to the other's network surveillance management center. A
     fax number must also be provided to facilitate event notifications for
     planned mass calling events. Additionally, both Parties agree that they
     shall work cooperatively that all such events shall attempt to be conducted
     in such a manner as to avoid degradation or loss of service to other end-
     users. Each Party shall maintain the capability of respectively
     implementing basic protective controls such as "Cancel To" and "Call Gap."

                                     V-12

<PAGE>

                                  ARTICLE VI

                              RESALE OF SERVICES

1.   General.
     -------

     The purpose of this Article VI is to define the Exchange Services and
     related Vertical Features and other Services (collectively referred to for
     purposes of this Article VI as the "Services") that may be purchased from
     GTE and resold by MEBTEL and the terms and conditions applicable to such
     resold Services. Except as specifically provided otherwise in this
     Agreement, provisioning of Exchange Services for resale will be governed by
     the GTE Guide. GTE will make available to MEBTEL for resale any
     Telecommunications Service that GTE currently offers, or may offer
     hereafter, on a retail basis to subscribers that are not telecommunications
     carriers, except as qualified by Section 2.1 below.

     Terms and Conditions.
     ---------------------

     2.1  Restrictions on Resale.
          ----------------------

          The following restrictions shall apply to the resale of retail
          services by MEBTEL.

          2.1.1  MEBTEL shall not resell to one class of customers a service
                 that is offered by GTE only to another class of customers in
                 accordance with state requirements (e.g., R-1 to B-1, disabled
                 services or lifeline services to non-qualifying customers).

          2.1.2  MEBTEL shall not resell lifeline services and services for the
                 disabled.

          2.1.3  MEBTEL shall not resell promotional offerings of 90 days or
                 less in duration. These promotional offerings are not available
                 to MEBTEL for resale. GTE will apply any applicable resale
                 discount to the ordinary rate for a retail service rather than
                 the special promotional rate.

     2.2  Interim Universal Service Support Charge for Resale Services.
          -------------------------------------------------------------

          MEBTEL wishes to resell GTE's Basic Exchange Residential and Business
          services. It is GTE's position that GTE's current intraLATA toll rates
          include implicit subsidies that support below-cost prices for other
          services and thus promote universal service. This universal service
          support is lost where a CLEC resells GTE's local service but does not
          resell GTE's intraLATA toll service. For this reason, GTE will not
          resell Basic Exchange Residential or Business services unless MEBTEL
          pays the monthly interim universal service support charge set forth in
          Appendix C. GTE believes that this interim surcharge is required by
          state and federal law.

          The lawfulness of GTE's interim surcharge is being addressed (or will
          be addressed) by the Commission or a court of competent jurisdiction.
          The parties agree that GTE will offer for resale Basic Exchange
          Residential and Business services at the avoided cost discount rate
          set forth in Appendix C without the interim surcharge, but subject to
          the following terms and conditions:

          2.2.1  MEBTEL agrees that within thirty (30) days after the effective
                 date of a Commission or court order affirming GTE's interim
                 surcharge, MEBTEL will
                 (i)  begin paying the monthly interim surcharge in accord with
                 Appendix C, and
                 (ii) make a lump sum payment to GTE of the total interim
                 surcharges retroactive to the effective date of this agreement.

                                     VI-1

<PAGE>

          2.2.2  Notwithstanding any provision in this Agreement, GTE may, at
                 its sole discretion and at any time, seek injunctive or other
                 relief (i) requiring the CLEC to pay GTE's interim surcharge or
                 (ii) requiring the Commission to immediately impose the interim
                 surcharge.

          2.2.3  Nothing in this Agreement shall restrict or impair GTE from
                 seeking injunctive relief or any other remedy at any time and
                 in any court regarding GTE's interim surcharge or the
                 Commission's rejection or modification of GTE's interim
                 surcharge.

     2.3  Restrictions on Discount of Retail Services.
          -------------------------------------------

          The discount specified in Section 5.3 herein shall apply to all retail
          services except for the following:

          2.3.1  MEBTEL may resell services that are provided at a volume
                 discount in accordance with terms and conditions of applicable
                 tariff. MEBTEL shall not aggregate end-user lines and/or
                 traffic in order to qualify for volume discount.

          2.3.2  MEBTEL may resell ICB/Contract services without a discount and
                 only to end-user customers that already have such services.

          2.3.3  MEBTEL may resell COCOT coin or coinless line; however, no
                 discount applies.

          2.3.4  MEBTEL may resell special access; however, no discount applies.

          2.3.5  MEBTEL may resell operator services and directory assistance as
                 specified in Section 5.6 herein, and in accordance with the
                 OS/DA discount specified in Appendix C.

     2.4  Resale to Other Carriers.
          ------------------------

          Services available for resale may not be used by MEBTEL to provide
          access to the local network as an alternative to tariffed switched and
          special access by other carriers, including, but not limited to;
          interexchange carriers, wireless carriers, competitive access
          providers, or other retail telecommunications providers.

3.   Orderinq and Billing.
     ---------------------

     3.1  Service Ordering, Service Provisioning, and Billing.
          ---------------------------------------------------

          MEBTEL will order services for resale directly from GTE through an
          electronic interface or fax. The following describes generally the
          processes GTE will use for ordering, provisioning and billing for
          resold services. Except as specifically provided otherwise in this
          Agreement, service ordering, provisioning, billing and maintenance
          shall be governed by the GTE Guide.

     3.2  Local Service Request.
          ---------------------

          Orders for resale of services will be placed utilizing standard LSR
          forms. GTE will continue to participate in industry forums for
          developing service order/disconnect order formats and will incorporate
          appropriate industry standards. Complete and accurate forms
          (containing the requisite end-user information as described in the
          Guide) must be provided by MEBTEL before a request can be processed.

                                     VI-2

<PAGE>

          3.2.1  GTE will accept orders for As-Is Transfer (AIT) of services
                 from GTE to MEBTEL where GTE is the end-user's current local
                 exchange company. GTE cannot provide an AIT of service from
                 another CLEC selling GTE's services to MEBTEL.

     3.3  Certificate of Operating Authority.
          ----------------------------------

          When ordering, MEBTEL must represent and warrant to GTE that it is a
          certified provider of local dial-tone service. MEBTEL will provide a
          copy of its Certificate of Operating Authority or other evidence of
          its status to GTE upon request.

     3.4  Directory Assistance (DA) Listings.
          ----------------------------------

          GTE shall include a MEBTEL customer listing in its DA database as part
          of the LSR process. GTE will honor MEBTEL Customer's preferences for
          listing status, including non-published and unlisted, and will enter
          the listing in the GTE database which is used to perform DA functions
          as it appears on the LSR.

     3.5  Nonrecurring Charges.
          --------------------

          MEBTEL shall be responsible for the payment of all nonrecurring
          charges (NRCs) applicable to resold Services (e.g., installation,
          changes, ordering charges) as listed in Appendix C. In addition, NRCs
          for Field Service work (Installation/Repair requiring on site
          visits will be charged from the appropriate tariff. No discount
          applies to nonrecurring charges.

     3.6  Alternate Billed Calls.
          -----------------------

          GTE shall record usage data originating from MEBTEL subscribers that
          GTE records with respect to its own retail customers, using services
          ordered by MEBTEL. On resale accounts, GTE will provide usage in EMR
          format per existing file exchange schedules. Incollects are calls that
          are placed using the services of GTE or another LEC or Local Service
          Provider (LSP) and billed to a resale service line of MEBTEL.
          Outcollects are calls that are placed using a MEBTEL resale service
          line and billed to a GTE line or line of another LEC or LSP. Examples
          of an incollect or an outcollect are collect, credit card calls.

          3.6.1  Incollects. GTE will provide the rated record it receives from
                 ----------
                 the CMDS network, or which GTE records (non-intercompany), to
                 MEBTEL for billing to MEBTEL's end-users. GTE will settle with
                 the earning company, and will bill MEBTEL the amount of each
                 incollect record less the Billing & Collection (B&C) fee for
                 end-user billing of the incollects. The B&C credit will be $.05
                 per billed message. Any additional message processing fees
                 associated with MEBTEL's incollect messages that are incurred
                 by GTE will be billed to MEBTEL on the monthly statement.

          3.6.2  Outcollects. When the GTE end-office switch from which the
                 -----------
                 resale line is served utilizes a GTE operator services
                 platform, GTE will provide to MEBTEL the unrated message detail
                 that originates from a MEBTEL resale service line but which is
                 billed to a telephone number other than the originating number
                 (e.g., calling card, bill-to-third number, etc.). MEBTEL as the
                 LSP will be deemed the earning company and will be responsible
                 for rating the message at MEBTEL rates and MEBTEL will be
                 responsible for providing the billing message detail to the
                 billing company for end-user billing. MEBTEL will pay to GTE
                 charges as agreed to for services purchased, and MEBTEL will be
                 compensated by the billing company for the revenue which MEBTEL
                 is due.



                                     VI-3

<PAGE>

                 When a non-GTE entity provides operator service to the GTE end
                 office from which the resale line is provisioned, MEBTEL must
                 contract with the operator services provider to get any EMR
                 records which MEBTEL requires.

     3.7  Transfers Between MEBTEL and Another Reseller of GTE Services.
          -------------------------------------------------------------

          When MEBTEL has obtained an end-user customer from another reseller of
          GTE services, MEBTEL will inform GTE of the transfer by submitting
          standard LSR forms to GTE.

          3.7.1  GTE cannot accept an order for AIT of service from one CLEC
                 reselling GTE services to another reseller of GTE services.

     3.8  Local Callinq Detail.
          --------------------

          Except for those Services and in those areas where measured rate local
          service is available to end-users, monthly billing to MEBTEL does not
          include local calling detail. However, MEBTEL may request and GTE
          shall consider developing the capabilities to provide local calling
          detail in those areas where measured local service is not available
          for a mutually agreeable charge.

     3.9  Billing.
          -------

          GTE will utilize CBSS to produce the required bills for resold
          services. CBSS will create a bill to MEBTEL along with a summary bill
          master. State or sub-state level billing will include up to thirty
          (30) summary bill accounts.

     3.10 LIDB.
          ----

          For resale services, the LSR will generate updates to GTE's LIDB for
          validation of calling card, collect, and third number billed calls.

     3.11 Originating Line Number Screeninq (OLNS).
          ----------------------------------------

          Upon request, GTE will update the database to provide OLNS which
          indicates to an operator the acceptable billing methods for calls
          originating from the calling number (e.g., penal institutions,
          COCOTS).

4.   Maintenance.
     -----------

     4.1  Maintenance, Testing and Repair.
          -------------------------------

          GTE will provide repair and maintenance services to MEBTEL and its end
          -user customers for resold services in accordance with the same
          standards and charges used for such services provided to GTE end-user
          customers. GTE will not initiate a maintenance call or take action in
          response to a trouble report from a MEBTEL end-user until such time as
          trouble is reported to GTE by MEBTEL. MEBTEL must provide to GTE all
          end-user information necessary for the installation, repair and
          servicing of any facilities used for resold services according to the
          procedures described in the Guide.

5.   Services Available for Resale.
     ------------------------------

      5.1 Description of Local Exchange Services Available for Resale.
          -----------------------------------------------------------

          Resold basic Exchange Service includes, but is not limited to, the
          following elements:

          (a)  Voice Grade Local Exchange Access Line - includes a telephone
               number and dial tone.



                                     VI-4

<PAGE>

          (b)  Local Calling - at local usage measured rates if applicable to
               the end-user customer.

          (c)  Access to long distance carriers

          (d)  E-911 Emergency Dialing

          (e)  Access to Service Access Codes - e.g., 800, 888, 900

          (f)  Use of AIN Services (those Currently Available to end-users)

          (g)  End-user Private Line Services

          (h)  Listing of telephone number in appropriate "white pages"
               directory; and

          (i)  Copy of "White Pages" and "Yellow Pages" directories for the
               appropriate GTE service area

          (j)  IntraLATA toll

     5.2  Other Services Available for Resale.
          -----------------------------------

          GTE will provide resold services at retail less the avoided cost
          discount as defined in Article VI, Section 5.3. Subject to the
          limitations enumerated in Article VI of this Agreement, the type of
          resold services made available to MEBTEL are those telecommunication
          services described in GTE's retail tariffs, as amended from time to
          time. Any new retail services that GTE offers in such tariffs to
          customers who are not telecommunications carriers may also be
          available to MEBTEL for resale under the same terms and conditions
          contained in this Agreement.

          5.2.1  Promotional Services. GTE shall make available for resale,
                 --------------------
                 those promotional offerings that are greater than 90 days in
                 duration and the special promotional rate will be subject to
                 the applicable resale discount.

     5.3  Rates.
          -----

          The prices charged to MEBTEL for Local Services shall be calculated as
          follows:

          5.3.1  Avoided Cost Discount as shown in Appendix C shall apply to all
                 retail services except those services listed in Section 2.1 and
                 Section 2.3 herein.

          5.3.2  The discount dollar amount calculated under Section 5.3.1 above
                 will be deducted from the retail rate.

          5.3.3  The resulting rate is the resale rate.

     5.4  Grandfathered Services.
          ----------------------

          Services identified in GTE Tariffs as grandfathered in any manner are
          available for resale only to end-user customers that already have such
          grandfathered service. An existing end-user customer may not move a
          grandfathered service to a new service location. Grandfathered
          Services are subject to a resale discount.



                                     VI-5

<PAGE>

     5.5  Access.
          ------

          GTE retains all revenue due from other carriers for access to GTE
          facilities, including both switched and special access charges.

     5.6  Operator Services (OS) and Directory Assistance (DA).
          ----------------------------------------------------

          OS for local and toll assistance (for example, call completion, busy
          line verification and emergency interruption) and DA (e.g., 411 calls)
          are provided as a part of Exchange Services offered for resale. GTE
          may brand this service as GTE MEBTEL will be billed in accordance with
          GTE's retail tariff.

          5.6.1  If MEBTEL requests branding or unbranding, GTE will provide
                 such unbranding or rebranding with MEBTEL's name pursuant to
                 Article VII, Section 12.

          5.6.2  MEBTEL will be billed a charge for unbranding or rebranding and
                 customized routing as set forth in Article VII, Section 11.4
                 and additional charges specified in Article VII, Section 12.4.

          5.6.3  For those offices that MEBTEL has requested GTE to rebrand
                 and/or unbrand OS and DA, GTE will provide it where GTE
                 performs its own OS and DA service subject to capability and
                 capacity limitations where customized routing is Currently
                 Available. If GTE uses a third-party contractor to provide OS
                 or DA, GTE will not provide branding nor will GTE negotiate it
                 with a third party on behalf of MEBTEL. MEBTEL must negotiate
                 with the third party. In these instances, MEBTEL will need to
                 purchase customized routing and dedicated trunking to
                 differentiate its OS/DA traffic from GTE's.

                                     VI-6

<PAGE>

                                  ARTICLE VII

                          UNBUNDLED NETWORK ELEMENTS

On January 25, 1999, the Supreme Court of the United States issued its decision
on the appeals of the Eighth Circuit's decision in Iowa Utilities Board.
Specifically, the Supreme Court vacated Rule 51.319 of the FCC's First Report
and Order, FCC 96-325,61 Fed. Reg. 45476 (1996) and modified several of the
FCC's and the Eighth Circuit's rulings regarding unbundled network elements and
pricing requirements under the Act. AT&T Corp. v. Iowa Utilities Board, No. 97-
826, 1999 U.S. LEXIS 903 (1999). Under Section 251 (d)(2), the FCC was required
to determine what UNEs should be made available, and it listed them in the now-
vacated FCC Rule 51.319. Thus, there is currently no determination of what, if
any, UNEs should be made available under the law, and until this determination
is made there is no legal obligation to provide any particular UNEs. Without
waiving any rights and only on an interim basis, GTE agrees to provide the UNEs
listed herein ("Old 319 UNEs") in accordance with the associated provisions in
the agreement and only upon the following interdependent terms and conditions:

     .  Until the FCC issues new and final rules with regard to vacated Rule 51.
        319 that comply with the Act ("New Rules"), GTE will provide the Old 319
        UNEs listed below even though it is not legally obligated to do so;
        provided, however, that MEBTEL agrees not to seek UNE "platforms," or
        "already bundled" combinations of UNEs.

     .  MEBTEL agrees that after the final FCC Rules are issued, the Parties
        will determine what UNEs should be included in the Agreement as required
        by the Act, and they will incorporate them into the Agreement. If the
        Parties cannot agree on what UNEs are then required under the Act,
        either Party at any time may seek to incorporate the appropriate UNEs
        under the Act into the agreement in accord with Sections 35 and 43 of
        Article III, the change of law provision(s) of the Agreement,
        notwithstanding anything to the contrary or the expiration of any time
        periods outlined in such provision(s) or any other provision of the
        Agreement.

     .  By providing Old 319 UNEs, GTE does not waive any of its rights,
        including its rights to seek recovery of its actual costs and a
        sufficient, explicit universal service fund. Nor does GTE waive its
        position that, under the Court's decision, it is not required to provide
        Old 319 UNEs unconditionally. Moreover, GTE does not agree that the Old
        319 UNE rates set forth below are just and reasonable and in accordance
        with the requirements of sections 251 and 252 of Title 47 of the United
        States Code.

     .  The above "status quo" arrangement applies only to UNEs, UNE pricing,
        unbundling and UNE platform issues. The Parties have not determined if
        other provisions of the Agreement are inconsistent with the law. To the
        extent there are other provisions in the Agreement that are inconsistent
        with, or impacted by the law, including the Supreme Court's decision in
        Iowa Utilities Board, it is the intent of the Parties that the Agreement
        should conform thereto and that the "change of law" provisions therein
        may be invoked to accomplish that end.

1.   General.
     -------

     The purpose of this Article VII is to define the UNEs that may be leased by
     MEBTEL from GTE. Unless otherwise specified in this Agreement, provisioning
     of unbundled network arrangements Will be governed by the GTE Guide.

 2.  Unbundled Network Elements.
     ---------------------------

     2.1  Categories.
          ----------

          There are several separate categories of network components that shall
          be provided as UNEs by GTE:

                                     VII-1

<PAGE>

     (a)  Network Interface Device (NID)

     (b)  Loop Elements

     (c)  Port and Local Switching Elements

     (d)  Transport Elements

     (e)  SS7 Transport and Signaling

2.2  Prices.
     ------

     Individual UNEs and prices are identified on Appendix D attached to this
     Agreement and made a part hereof, or under the appropriate GTE tariff as
     referenced in this Article. Nonrecurring charges relating to unbundled
     elements are also listed on Appendix D.

     2.2.1   Compensation For Exchange Of Traffic Using Unbundled Network
             ------------------------------------------------------------
             Elements. Compensation arrangements between MEBTEL and GTE for
             --------
             exchanging traffic when MEBTEL uses GTE provided Unbundled Network
             Elements; i.e., port and local switching, transport, shall be as
             provided in Appendix F.

     2.2.2   Interim Universal Service Support Charge. GTE assesses a separate
             ----------------------------------------
             interim universal service fund surcharge for loops and ports to
             provide continued universal service support that is implicit in
             GTE's current retail services prices; and to respect the careful
             distinctions Congress has drawn between access to UNEs, on the one
             hand, and the purchase at wholesale rates of GTE services on the
             other. This surcharge is being addressed (or will be addressed) by
             the Commission or a court of competent jurisdiction. The parties
             agree that GTE will offer the port and loop UNEs at the rates set
             forth below in Appendix D without the interim surcharge, but
             subject to the following terms and conditions:

             2.2.2.1   MEBTEL agrees that within thirty (30) days after the
                       effective date of a Commission or court order affirming
                       GTE's interim surcharge, MEBTEL will (i) begin paying the
                       monthly interim surcharge in accord with Appendix D, and
                       (ii) make a lump sum payment to GTE of the total interim
                       surcharges retroactive to the effective date of this
                       Agreement.

             2.2.2.2   Notwithstanding any provision in this Agreement, GTE may,
                       at its sole discretion and at any time, seek injunctive
                       or other relief (i) requiring MEBTEL to pay GTE's
                       interim surcharge or (ii) requiring the Commission to
                       immediately impose the interim surcharge.

             2.2.2.3   Nothing in this Agreement shall restrict or impair GTE
                       from seeking injunctive relief or any other remedy at any
                       time and in any court regarding GTE's interim surcharge
                       or the Commission's rejection or modification of GTE's
                       interim surcharge.

2.3  Connection to Unbundled Elements.
     ---------------------------------

     MEBTEL may connect to the UNEs listed in Article VII, Section 2.1 that
     MEBTEL chooses. The UNEs must be Currently Available and connection to them
     must be technically viable. MEBTEL may combine these UNEs with any
     facilities that MEBTEL may itself provide subject to the following:

                                     VII-2

<PAGE>

          2.3.1   Connection of MEBTEL facilities to unbundled elements shall be
                  achieved via physical collocation arrangements MEBTEL shall
                  maintain at the Wire Center at which the unbundled services
                  are resident.

                  (a)    In circumstances where physical collocation
                         arrangements cannot be accommodated at wire centers
                         where the unbundled services are resident, alternative
                         arrangements shall be negotiated between GTE and
                         MEBTEL. All incremental costs associated with the
                         alternative arrangements shall be borne by MEBTEL.

          2.3.2   Each unbundled element shall be delivered to MEBTEL's
                  designated terminal block, or equivalent termination point, as
                  a part of the collocation arrangement. Each loop or port
                  element shall be delivered to MEBTEL collocation arrangement
                  over an Expanded Interconnection Service cross-connection
                  applicable to the unbundled elements. Applicable rates for
                  this cross-connection are from GTE's FCC Tariff.

          2.3.3   MEBTEL shall combine UNEs with its own facilities. GTE has no
                  obligation to combine any UNEs for MEBTEL, nor does GTE agree
                  to combine any network elements for MEBTEL. MEBTEL may not
                  combine such UNEs to provide solely interexchange service or
                  solely access service to an interexchange carrier.

     2.4  Service Quality.
          ----------------

          GTE shall not be responsible for impacts on service attributes, grades
          of service, etc., resulting from MEBTEL's specific use of or
          modification to any UNE.

     2.5  Provisioning and Support.
          -------------------------

          GTE agrees to provide UNEs in a timely manner considering the need and
          volume of requests, pursuant to agreed upon service provisioning
          intervals. GTE shall provide power to such elements on the same basis
          as GTE provides to itself.

3.   Ordering and Billing.
     ---------------------

     3.1  Service Ordering, Service Provisioning, and Billing.
          ----------------------------------------------------

          MEBTEL will order services for unbundled loops and ports directly from
          GTE through an electronic interface or fax. The following describes
          generally the processes GTE will use for ordering, provisioning and
          billing for UNEs. Except as specifically provided otherwise in this
          Agreement, service ordering, provisioning, billing and maintenance
          shall be governed by the GTE Guide.

     3.2  Local Service Request.
          ----------------------

          Orders for unbundled loops and ports will be placed utilizing standard
          LSR forms. Orders for unbundled dedicated transport will be placed
          utilizing standard ASR forms. GTE will continue to participate in
          industry forums for developing service order/disconnect order formats
          and will incorporate appropriate industry standards. Complete and
          accurate forms (containing the requisite end-user information as
          described in the Guide) must be provided by MEBTEL before a request
          can be processed.

     3.3  Certificate of Operating Authority.
          -----------------------------------

          When ordering unbundled loops or ports, MEBTEL must represent and
          warrant to GTE that it is a certified provider of local dial-tone
          service. MEBTEL will provide a copy of its Certificate of Operating
          Authority or other evidence of its status to GTE upon request.


                                     VII-3

<PAGE>

     3.4  Directory Assistance (DA) Listings.
          -----------------------------------

          GTE shall include a MEBTEL customer listing in its DA database as part
          of the LSR process for unbundled ports. GTE will honor MEBTEL
          customers' preferences for listing status, including non-published and
          unlisted, and will enter the listing in the GTE database which is used
          to perform DA functions as it appears on the LSR.

     3.5  Nonrecurring Charges.
          ---------------------

          MEBTEL shall be responsible for the payment of all nonrecurring
          charges (NRCs) applicable to UNEs as listed in Appendix D. In
          addition, NRCs for Field Service work (Installation/Repair requiring
          on site visits) will be charged from the appropriate tariff.

     3.6  Transfers Between MEBTEL.
          -------------------------

          When MEBTEL has obtained an end-user customer from another CLEC using
          GTE UNEs, MEBTEL will inform GTE of the transfer by submitting
          standard LSR forms to GTE.

     3.7  Billing.
          --------

          GTE will utilize CBSS to produce the required bills for unbundled
          loops, ports and shared transport. CBSS will create a bill to MEBTEL
          along with a summary bill master. State or sub-state level billing
          will include up to thirty (30) summary bill accounts. GTE will utilize
          CABS to produce the required bills for unbundled dedicated transport.

4.   Network Interface Device.
     -------------------------

     4.1  Direct Connection.
          ------------------

          MEBTEL shall be permitted to connect its own Loop directly to GTE's
          NID in cases in which MEBTEL uses its own facilities to provide local
          service to an end-user formerly served by GTE, as long as such direct
          connection does not adversely affect GTE's network. In order to
          minimize any such adverse effects, the following procedures shall
          apply:

          4.1.1   When connecting its own loop facility directly to GTE's NID
                  for a residence or business customer, MEBTEL must make a clean
                  cut on the GTE drop wire at the NID so that no bare wire is
                  exposed. MEBTEL shall not remove or disconnect GTE's drop wire
                  from the NID or take any other action that might cause GTE's
                  drop wire to be left lying on the ground.

          4.1.2   At multi-tenant customer locations, MEBTEL must remove the
                  jumper wire from the distribution block (i.e. the NID) to the
                  GTE cable termination block. If MEBTEL cannot gain access to
                  the cable termination block, MEBTEL must make a clean cut at
                  the closest point to the cable termination block. At MEBTEL's
                  request and discretion, GTE will determine the cable pair to
                  be removed at the NID in multi-tenant locations. MEBTEL will
                  compensate GTE for the trip charge necessary to identify the
                  cable pair to be removed.

          4.1.3   GTE agrees to offer NIDs for lease to MEBTEL but not for sale.
                  MEBTEL may remove GTE identification from any NID which it
                  connects to a MEBTEL loop, but MEBTEL may not place its own
                  identification on such NID. Rates for the NID are reflected in
                  Appendix D, along with associated non-recurring charges.

          4.1.4   GTE Loop elements leased by MEBTEL will be required to
                  terminate only on a GTE NID. If MEBTEL leasing a GTE loop
                  wants a MEBTEL NID, they will also be required to lease a GTE
                  NID for the direct loop termination and effect a NID to NID



                                    VII-4

<PAGE>

                  connection. Rates for the Loop and NID are reflected in
                  Appendix D, along with associated non-recurring charges.

     4.2  NID to NID Connection.
          ----------------------

          Rather than connecting its loop directly to GTE's NID, MEBTEL may also
          elect to install its own NID and effect a NID to NID connection to
          gain access to the end-user's inside wiring.

          4.2.1   If MEBTEL provides its own loop facilities, it may elect to
                  move all inside wire terminated on a GTE NID to one provided
                  by MEBTEL. In this instance, a NID to NID connection will not
                  be required. MEBTEL, or the end-user premise owner, can elect
                  to leave the GTE disconnected NID in place, or to remove the
                  GTE NID from the premise and dispose of it entirely.

     4.3  Removal of Cable Pairs.
          -----------------------

          Removal of existing cable pairs required for MEBTEL to terminate
          service is the responsibility of MEBTEL.

     4.4  Maintenance.
          ------------

          When MEBTEL provides its own loop and connects directly to GTE's NID,
          GTE does not have the capability to perform remote maintenance. MEBTEL
          can perform routine maintenance via its loop and inform GTE once the
          trouble has been isolated to the NID and GTE will repair (or replace)
          the NID, or, at MEBTEL's option, it can make a NID to NID connection,
          using the GTE NID only to gain access to the inside wire at the
          customer location.

     4.5  Collocation Requirement.
          ------------------------

          When MEBTEL purchases a GTE NID as a stand-alone unbundled element,
          the collocation arrangement described in Article VII, Section 2.3.1 is
          not required.

5.   Loop Elements.
     --------------

     5.1  Service Description.
          --------------------

          A "Loop" is an unbundled component of Exchange Service. In general, it
          is the transmission facility (or channel or group of channels on such
          facility) which extends from a Main Distribution Frame (MDF) or its
          equivalent, in a GTE end office or Wire Center to and including a
          demarcation or connector block in/at a subscriber's premises.
          Traditionally, Loops were provisioned as 2-wire or 4-wire copper pairs
          running from the end office MDF to the customer premises. However, a
          loop may be provided via other media, including radio frequencies, as
          a channel on a high capacity feeder/distribution facility which may,
          in turn, be distributed from a node location to the subscriber
          premises via a copper or coaxial drop facility, etc.

     5.2  Categories of Loops.
          --------------------

          There are six general categories of loops:

          5.2.1   "2-Wire Analog Loop" is a voice grade transmission facility
                  that is suitable for transporting analog voice signals between
                  approximately 300-3000 Hz, with loss not to exceed 8.5 db. A
                  2-wire analog loop may include load coils, bridge taps, etc.
                  This facility may also include carrier derived facility
                  components (i.e. pair gain applications, loop
                  concentrators/multiplexers). This type of unbundled loop is
                  commonly used for local dial tone services. GTE does not
                  guarantee data modem


                                     VII-5

<PAGE>

                  speeds on a 2-wire analog loop. In addition, GTE does not
                  guarantee CLASS features will perform properly on a 2-wire
                  analog loop provisioned over subscriber analog carrier. Rates
                  for the loop, inclusive of the NID, are reflected in Appendix
                  D along with associated non-recurring charges.

          5.2.2   "4-wire Analog Loop" conforms to the characteristics of a 2-
                  wire voice grade loop and, in addition, can support
                  simultaneous independent transmission in both directions. GTE
                  does not guarantee data modem speeds on a 4-wire analog loop.
                  In addition, GTE does not guarantee CLASS features will
                  perform properly on a 4-wire analog loop provisioned over
                  subscriber analog carrier. Rates for the loop, inclusive of
                  the NID, are reflected in Appendix D along with associated
                  non-recurring charges.

          5.2.3   "2-Wire Digital Loop" is a transmission facility capable of
                  transporting digital signals up to 160 kpbs, with no greater
                  loss than 38 db. end-to-end, measured at 40 kHz without
                  midspan repeaters. Dependent upon loop make-up and length,
                  midspan repeaters may be required, in which case loss will be
                  no greater than 76 db. at 40 kHz (ISDN-BRI). In addition, 2-
                  wire digital loops, dependent on loop make-up, may be
                  configured to support Enhanced Copper Technologies (ECTs),
                  such as ADSL. When utilizing ADSL technology, MEBTEL is
                  responsible for limiting the Power Spectral Density (PSD) of
                  the signal to the levels specified in Clause 6.13 of ANSI
                  T1.413 ADSL Standards. These loops will be provisioned without
                  load coils or bridged taps. A 2-wire digital loop is not
                  available for ECTs where GTE has provisioned its local network
                  utilizing Digital Loop Carriers (DLCs). Also, GTE does not
                  provide the electronics required for ECTs provisioned via 2-
                  wire Digital Loops. Rates for the loop, inclusive of the NID,
                  are reflected in Appendix D along with associated non-
                  recurring charges.

          5.2.4   "4-Wire Digital Loop" is a transmission facility that is
                  suitable for the transport of digital signals at rates up to
                  1.544 MBPS. Dependent on loop length, this facility may
                  require midspan repeaters. When a 4-wire digital loop is used
                  by MEBTEL to provision HDSL technology, the insertion loss,
                  measured between 100W termination at 200 kHz. should be less
                  than 34 dB. The DC resistance of a single wire pair should not
                  exceed 1100 ohms. These loops will be provisioned without load
                  coils or bridge taps. A 4-wire digital loop is not available
                  for ECTs where GTE has provisioned its local network utilizing
                  Digital Line Concentrators (DLCs). Also, GTE does not provide
                  the electronics required for ECTs provisioned via 4-wire
                  Digital Loops. Rates for the loop, inclusive of the NID, are
                  reflected in Appendix D along with associated non-recurring
                  charges.

          5.2.5   "DS-1" loops will support a digital transmission rate of
                  1.544 Mbps. The DS-1 loop will have no bridge taps or load
                  coils and will employ special line treatment. DS-1 loops will
                  include midspan line repeaters where required, office
                  terminating repeaters, and DSX cross connects. Rates are as
                  reflected in Appendix D, including non-recurring charges.

          5.2.6   "DS-3" loops will support the transmission of isochronous
                  bipolar serial data at a rate of 44.736 Mbps. This DS-3 type
                  of loop provides the equivalent of 28 DS-1 channels and shall
                  include the electronics at either end. Rates are as reflected
                  in Appendix D, including non-recurring charges.

                                     VII-6

<PAGE>

     5.3  Conditioned Loops.
          ------------------

          MEBTEL may also require that the analog loops ordered above be
          conditioned in order for them to provide the end user service.
          Examples of this type of conditioning are: Type C, Type DA, and
          Improved C. The price for such conditioning shall be the applicable
          charge as provided in Appendix D, if available, or from the
          appropriate GTE intrastate special access tariff.

          5.3.1   Upon MEBTEL request and where available, digital loops may be
                  provisioned in a manner that will allow for the transmission
                  of digital signals required for ISDN and ADSL service without
                  additional conditioning. Additional charges (e.g. Mid-span
                  Repeaters) may apply for these digital loops.

     5.4  Loop Testing.
          -------------

          5.4.1   GTE will not perform routine testing of the unbundled loop for
                  maintenance purposes. MEBTEL will be required to provision a
                  loop testing device either in its central office (switch
                  location), Network Control Center or in its collocation
                  arrangement, to test the unbundled loop. GTE will perform
                  repair and maintenance once trouble is identified by MEBTEL.

          5.4.2   All Loop facilities furnished by GTE on the premises of
                  MEBTEL's end-users and up to the network interface or
                  functional equivalent are the property of GTE. GTE must have
                  access to all such facilities for network management purposes.
                  GTE employees and agents may enter said premises at any
                  reasonable hour to test and inspect such facilities in
                  connection with such purposes or, upon termination or
                  cancellation of the Loop facility, to remove such facility.

          5.4.3   GTE will provide loop transmission characteristics to MEBTEL
                  end-users which are equal to those provided to GTE end-users.

          5.4.4   If MEBTEL leases loops which are conditioned to transmit
                  digital signals, as a part of that conditioning, GTE will test
                  the loop and provide recorded test results to MEBTEL. In
                  maintenance and repair cases, if loop tests are taken, GTE
                  will provide any recorded readings to MEBTEL at time the
                  trouble ticket is closed in the same manner as GTE provides to
                  itself and its end-users.

     5.5  Pair Gain Technologies.
          -----------------------

          GTE shall provide MEBTEL unbundled loops where Currently Available.
          Where GTE utilizes pair gain technology to provision facilities,
          including Integrated Digital Loop Carrier (IDLC)/1/ or analog carrier,
          GTE may not be able to provision an unbundled loop, in which event
          an unbundled loop would not be Currently Available. Where GTE can
          provision an unbundled loop using pair gain technology, the
          capabilities of such unbundled loop may be limited to what GTE
          provisions. If an ordered unbundled loop using pair gain technology
          does not meet MEBTEL's requirements, GTE will, where Currently
          Available, use alternate facilities to provision the unbundled loop.
          If alternate facilities are not Currently Available or do not meet
          MEBTEL requirements, GTE will advise MEBTEL that facilities are not
          available to provision the requested unbundled loop. GTE will not be
          required to construct additional facilities at GTE's expense to
          provide the unbundled loop for MEBTEL. MEBTEL


          _______________
          See Telcordia Technologies TR-TSY-000008, Digital Interface Between
          the SLC-96 Digital, system and Local Digital Switch and TR-TSY-000303,
          Integrated Digital Loop Carrier (IDLC) Objectives and Interface.


                                     VII-7

<PAGE>

          may use the Bona Fide Request (BFR) process specified in Article VII
          of this Agreement to request GTE to construct additional facilities at
          MEBTEL expense.

          5.5.1   GTE will permit MEBTEL to collocate digital loop carriers and
                  associated equipment in conjunction with collocation
                  arrangements MEBTEL maintains at a GTE Wire Center for the
                  purpose of interconnecting to unbundled Loop elements.

     5.6  Unbundled Loop Facility Qualification.
          --------------------------------------

          If MEBTEL plans to deploy service enhancing technologies (e.g. ADSL,
          HDSL, ISDN, etc.) over unbundled copper loops that could potentially
          interfere with other service enhancing technologies that may be
          deployed within the same cable sheath, MEBTEL is responsible for
          notifying GTE of its intent. GTE will determine if there are any
          existing or planned service enhancing technologies deployed within the
          same cable sheath that would be interfered with if MEBTEL deployed the
          proposed technology. If there are existing service enhancing
          technologies deployed or in the process of being deployed by GTE or
          other CLECs, or if GTE has existing near term plans (within 6 months
          of the date of facility qualification) to deploy such technology, GTE
          will so advise MEBTEL and MEBTEL shall not be permitted to deploy such
          service enhancing technology. If MEBTEL disagrees with GTE's
          determination, the Parties will jointly review the basis for GTE's
          decision and attempt to mutually resolve the disagreement.

          5.6.1   If MEBTEL orders an unbundled digital loop, pursuant to
                  Sections 5.2.3 or 5.2.4, and provides the industry standard
                  codes indicating the type of service to be deployed on the
                  unbundled digital loop, that shall constitute notification to
                  GTE. GTE will perform the loop qualification as part of the
                  ordering process and no additional charges will apply.

          5.6.2   If MEBTEL orders an unbundled analog loop, pursuant to
                  Sections 5.2.1 and 5.2.2, and plans to deploy service
                  enhancing technologies on the unbundled analog loop,
                  notification must be provided separately and apart from the
                  ordering process. GTE will perform the loop qualification,
                  however, additional charges may apply.

          5.6.3   When MEBTEL fails to notify GTE of its plans to deploy service
                  enhancing technology over an unbundled analog voice grade loop
                  or MEBTEL fails to properly order an unbundled digital loop
                  and obtain prior qualification from GTE for the facilities, if
                  MEBTEL's deployment of such technology is determined to have
                  caused interference with existing or planned service enhancing
                  technologies deployed by GTE or other CLECs in the same cable
                  sheath, GTE will notify MEBTEL and MEBTEL will immediately
                  remove such service enhancing technology and shall reimburse
                  GTE for all incurred expense related to this interference.

     5.7  Unbundled Loop Facility Compatibility.
          --------------------------------------

          Provided MEBTEL has notified GTE, pursuant to Section 5.6 of this
          Article, of the service enhancing copper cable technology deployed on
          an unbundled copper loop, GTE will not deploy service enhancing copper
          cable technology within the same cable sheath that will be
          incompatible with MEBTEL technology.


                                     VII-8

<PAGE>

     5.8  Subloops.
          ---------

          5.8.1   GTE will provide as separate items the loop distribution, loop
                  concentrator and loop feeder on a case-by-case basis pursuant
                  to a BFR as described in Article VII, Section 16.

          5.8.2   GTE will design and construct loop access facilities
                  (including loop feeders and loop concentration/multiplexing
                  systems) in accordance with standard industry practices as
                  reflected in applicable tariffs and/or as agreed to by GTE and
                  MEBTEL.

          5.8.3   Transport for loop concentrators/multiplexers services not
                  supported by embedded technologies will be provided pursuant
                  to applicable tariffs or as individually agreed upon by GTE
                  and MEBTEL. The Parties understand that embedded loop
                  concentrators/multiplexers are not necessarily capable of
                  providing advanced and/or digital services.

          5.8.4   GTE will provide loop transmission characteristics as
                  specified in Section 5.4.3 herein.

6.   Port and Local Switching Elements.
     ----------------------------------

     6.1  Port.
          -----

          A port provides for the interconnection of individual loops or trunks
          to the switching components of GTE's network. In general, it is a line
          card or trunk card and associated peripheral equipment on GTE end
          office switch that serves as the hardware termination for the end-
          users Exchange Service on that switch, generates dial tone, and
          provides the enduser access to the public switched telecommunications
          network. The port does not include such features and functions which
          are provided as part of Local Switching. Each line-side port is
          typically associated with one (or more) telephone number(s), which
          serve as the end-user's network address.

     6.2  Ports Available as UNEs.
          ------------------------

          There are five types of Ports available as UNEs:

          6.2.1   "Basic analog line side port" is a line side switch connection
                  employed to provide basic residential and business type
                  Exchange Service.

          6.2.2   "ISDN BRI digital line side" port is a Basic Rate Interface
                  (BRI) line side switch connection employed to provide ISDN
                  Exchange Services.

          6.2.3   "Coin line side port" is a line side switch connection
                  employed to provide coin services.

          6.2.4   "DS-1 digital trunk side port" is a trunk side switch
                  connection employed to provide the equivalent of 24 analog
                  incoming trunk ports.

          6.2.5   "ISDN PRI digital trunk side port" is a Primary Rate Interface
                  (PRI) trunk side switch connection employed to provide ISDN
                  Exchange Services.

     6.3  Local Switching.
          ----------------

          Local switching provides the basic switching functions to originate,
          route and terminate traffic and any signaling deployed in the switch.
          Vertical features are optional services



                                     VII-9

<PAGE>

          provided through software programming in the switch which can be added
          on a per-feature basis with applicable rate. GTE will offer only those
          features and functions Currently Available to the particular platform
          used (e.g., DMS, 5ESS, GTD5). Any feature or function which is not
          available, but the switch is capable of providing, may be requested
          via the BFR process. MEBTEL will be responsible for bearing any costs
          incurred by GTE in making such feature/function available, including
          Right-to-Use (RTU) fees. The rates for Local Switching and Vertical
          Features are listed in Appendix D.

          6.3.1   MEBTEL must purchase Local Switching with the line-side port
                  or trunk-side port.

          6.3.2   Alternate Billed Calls. GTE shall record usage data
                  ----------------------
                  originating from MEBTEL subscribers that GTE records with
                  respect to its own retail customers, using services ordered by
                  MEBTEL. On UNE port accounts, GTE will provide usage in EMR
                  format per existing file exchange schedules. Incollects are
                  calls that are placed using the services of GTE or another LEC
                  or LSP and billed to a UNE Port, INP number, or LNP number of
                  MEBTEL. Outcollects are calls that are placed using a MEBTEL
                  UNE port and billed to a GTE line or line of another LEC or
                  LSP. Examples of an incollect or an outcollect are collect,
                  credit card calls.

                  6.3.2.1    Incollects. GTE will provide the rated record it
                             ----------
                             receives from the CMDS network, or which GTE
                             records (non-intercompany), to MEBTEL for billing
                             to MEBTELs end- users. GTE will settle with the
                             earning company, and will bill MEBTEL the amount of
                             each incollect record less the Billing & Collection
                             (B&C) fee for end user billing of the incollects.
                             The B&C credit will be $.05 per billed message. Any
                             additional message processing fees associated with
                             MEBTELs incollect messages that are incurred by GTE
                             will be billed to MEBTEL on the monthly statement.

                  6.3.2.2    Outcollects. When the GTE end office switch from
                             -----------
                             which the UNE port is served utilizes a GTE
                             operator services platform, GTE will provide to
                             MEBTEL the unrated message detail that originates
                             from a MEBTEL resale service line or UNE port but
                             which is billed to a telephone number other than
                             the originating number (e.g., calling card, bill-
                             to-third number, etc.). MEBTEL as the LSP will be
                             deemed the earning company and will be responsible
                             for rating the message at MEBTEL rates and MEBTEL
                             will be responsible for providing the billing
                             message detail to the billing company for end-user
                             billing. MEBTEL will pay to GTE charges as agreed
                             to for services purchased, and MEBTEL will be
                             compensated by the billing company for the revenue
                             which MEBTEL is due.

                             When a non-GTE entity provides operator service to
                             the GTE end office where the resale line or UNE
                             port is provisioned from, MEBTEL must contract with
                             the operator services provider to get any EMR
                             records which MEBTEL requires.

     6.4  Compliance with Section 2.3.
          ----------------------------

          MEBTEL shall only order unbundled elements in accordance with Section
          2.3 herein and it will be the responsibility of MEBTEL to make
          arrangements for the delivery of interexchange traffic and routing of
          traffic over interoffice transmission facilities, if applicable.

                                    VII-10

<PAGE>

7.   Transport Elements.
     -------------------

     7.1  Shared Transport.
          -----------------

          Shared Transport (also known as Common Transport) is the physical
          interoffice facility medium that is used to transport a call between
          switching offices. A central office switch translates the end-user
          dialed digits and routes the call over a Shared Transport Trunk Group
          that rides interoffice transmission facilities. These trunk groups and
          the associated interoffice transmission facilities are accessible by
          any end-user (GTE end-user or CLEC end-user when CLEC has purchased
          unbundled local switching), and are referred to as "Shared Transport
          Facilities". GTE will provide Shared Transport for a call originating
          from an unbundled switch port to the point where the call leaves GTE's
          network IP.

          7.1.1   Many calls riding shared transport facilities will also be
                  switched by GTE's access tandem. This tandem switching
                  function is included as a rate component of Shared Transport,
                  as set forth in Appendix D.

          7.1.2   When the requesting CLEC purchases unbundled local switching
                  the CLEC is obligated to purchase unbundled Shared Transport.
                  All of the billing elements associated with Shared Transport
                  are billed upon call origination, unless the call involves an
                  interexchange carrier.

          7.1.3   The rating of Shared Transport is based upon the duration of a
                  voice grade (or DSO) call on GTE's network. Shared Transport
                  is comprised of three billing components: (1) Transport
                  Facility per ALM (usage and distance sensitive); (2) Transport
                  Termination (per end, usage sensitive); and (3) Tandem
                  Switching (usage sensitive). Until an industry standard
                  solution is implemented for generating AMA recordings that
                  identify tandem routed local calls, the parties will use a
                  Shared Transport composite rate using the Tandem Switching
                  rate, two (2) terminations, and an assumed Facility miles
                  length of ten (10) miles. This interim methodology will be
                  used in lieu of actual detailed AMA recordings and bill
                  generation.

          7.1.4   GTE is responsible for the sizing of the Shared Transport
                  network. All analysis, engineering, and trunk augmentations to
                  Common Transport Trunk Groups will be the sole responsibility
                  of GTE. To ensure that the network is appropriately sized, GTE
                  may request traffic forecasts from the CLEC requesting
                  unbundled local switching. These forecasts must be provided to
                  GTE on a quarterly basis, with a 12 month outlook.

          7.1.5   GTE provides shared transport between GTE end offices or
                  between a GTE end office and the IP of a connecting
                  telecommunications company. Shared transport will include
                  tandem switching if GTE's standard network configuration
                  includes tandem routing for traffic between these points.

     7.2  Dedicated Transport.
          --------------------

          Dedicated Transport is an UNE that is purchased for the purpose of
          transporting Telecommunication Services between designated Serving
          Wire Centers (SWC) within the same LATA. Dedicated Transport may
          extend between two GTE SWCs (Interoffice Dedicated Transport or IDT)
          or may extend from the GTE SWC to the CLEC premise (CLEC Dedicated
          Transport or CDT). CDT remains within the exchange boundaries of the
          SWC, while IDT traverses exchange boundaries. IDT and CDT are further
          defined in Sections 7.2.1 and 7.2.2 and below.

                                    VII-11

<PAGE>

          7.2.1 CLEC Dedicated Transport is the dedicated transport facility
                connecting the GTE Serving Wire Center (SWC) to the requesting
                CLEC's Customer Designated Location (CDL). The CDL will be the
                designated location where the CLEC's physical network begins
                (the CDL cannot be designated at an end-user customer location).

          7.2.2 This UNE includes the equipment required to terminate the
                interoffice facility within requesting CLEC's CDL and within the
                GTE SWC. The product also includes the transport facility
                between the two locations, but extends no further into GTE's
                network than the CDL's SWC. CLEC Dedicated Transport is a
                dedicated UNE which has no switching components. CLEC Dedicated
                Transport can be purchased in bandwidth increments of DSO, DS1,
                or DS3 at rates outlined in Appendix D.

          7.2.3 CLEC Dedicated Transport consists of a non-recurring charge and
                monthly recurring (non-usage sensitive) billable elements that
                are dependent on bandwidth.

          7.2.4 Interoffice Dedicated Transport is the Dedicated Transport
                facility connecting two GTE Serving Wire Centers (SWCs).
                Interoffice Dedicated Transport excludes the facilities between
                the Serving Wire Center (SWC) and the Customer Designated
                Location (CDL). Interoffice Dedicated Transport is a dedicated
                UNE which has no switching components. Interoffice Dedicated
                Transport can be purchased at the bandwidth levels of DSO, DS1,
                or DS3 at rates outlined in Appendix D.

          7.2.5 The price of the Interoffice Dedicated Transport UNE varies
                with the bandwidth purchased and consists of a non-recurring
                charge and monthly recurring (non-usage sensitive) billable
                elements. The components are Transport Facility per ALM (monthly
                recurring), and Transport Termination (per end, monthly
                recurring). MEBTEL may also require that the Dedicated Transport
                element ordered be conditioned with DS1 Clear Channel
                Capability. The price for DS1 Clear Channel Capability shall be
                the applicable charge as provided in Appendix D, if available,
                or the appropriate GTE intrastate special access tariff.

8.   SS7 Transport and Signaling.
     ---------------------------

     SS7 signaling and transport services in support of MEBTEL's local exchange
     services shall be provided in accordance with the terms and conditions of a
     separately executed agreement, specifically for SS7 signaling and transport
     services.

     8.1    GTE will provide interconnection with its SS7 network at the STPs
            but not at other points.

9.   LIDB Services.
     -------------

     Access to GTE's LIDB shall be provided in accordance with the rates, terms
     and conditions of GTE's switched access tariff, GTOC Tariff FCC No. 1,
     Section 8.

10.  Database 800-Type Services.
     --------------------------

     Access to GTE's 800-Type database (i.e., 888, 877) shall be provided in
     accordance with the rates, terms and conditions of GTE's switched access
     tariff, GTOC Tariff FCC No. 1, Section 8.

11.  Operator Services and Directory Assistance.
     ------------------------------------------

     GTE will provide OS and DA to MEBTEL in accordance with the terms set forth
     as follows:

                                    VII-12

<PAGE>

     11.1  When OS and/or DA is to be provided for calls that originate from a
           CLECs own switch, GTE will provide branded or unbranded OS and/or DA
           pursuant to separate contracts to be negotiated in good faith between
           the parties after execution and approval of this Agreement by the
           Commission. (Refer to Article VIII for further details).

     11.2  When OS and/or DA is to be provided for calls that originate from an
           unbundled Port with Local Switching, as provided herein, and branding
           is not requested, the CLECs calls will access GTE's OS and/or DA
           platform and will be processed in the same manner as GTE calls.

     11.3  When OS and/or DA is to be provided for calls that originate from an
           unbundled port with local switching, as provided herein, and either
           branding or unbranding is requested, GTE will provide such unbranding
           or rebranding on a switch-by-switch basis, subject to capability and
           capacity limitations where customized routing is Currently Available.
           Upon receipt of an order for unbranding or rebranding, GTE will
           implement within 90 Business Days when technically capable.

     11.4  MEBTEL will be billed charges for OS and DA and a charge for
           unbranding or rebranding and Customized Routing as set forth in
           Section 12.2. In addition, charges specified in Section 12.4 will
           apply.

     11.5  For those offices that MEBTEL has requested GTE to rebrand and/or
           unbrand OS and DA, GTE will provide it where GTE performs its own OS
           and DA service subject to capability and capacity limitations where
           Customized Routing is Currently Available. If GTE uses a third-party
           contractor to provide OS or DA, GTE will not provide branding nor
           will GTE negotiate it with a third party on behalf of MEBTEL. MEBTEL
           must negotiate with the third party. In these instances, MEBTEL will
           need to purchase customized routing to differentiate OS/DA traffic
           from GTE's.

12.  Customized Routing.
     ------------------

     Where Currently Available and upon receipt of a written BFR from MEBTEL as
     described in Article VII, Section 16, GTE agrees to provide customized
     routing for the following types of calls:

               0-
               0+Local
               0+411
               1+411
               0+HNPA-555-1212 (intraLATA, only when intraLATA presubscription
               is not available)
               1+HNPA-555-1212 (intraLATA, only when intraLATA presubscription
               is not available).

     12.1  GTE will provide MEBTEL a list of switches that can provide
           customized routing using line class codes or similar method
           (regardless of current capacity limitations). MEBTEL will return a
           list of these switches ranked in priority order. GTE will return to
           MEBTEL a schedule for customized routing in the switches with
           existing capabilities and capacity.

     12.2  In response to the BFR from MEBTEL, GTE will provide MEBTEL with
           applicable charges, and terms and conditions, for providing OS and
           DA, branding, and customized routing.

     12.3  Subject to the above provisions, GTE will choose the method of
           implementing customized routing of OS and DA calls.

                                    VII-13

<PAGE>

     12.4  When GTE agrees to provide customized routing to MEBTEL, MEBTEL will
           be required to establish Dedicated Transport in order to route OS/DA
           traffic to the designated platform. If unbundled Dedicated Transport
           is used to route OS/DA traffic to the designated platform, MEBTEL
           must purchase a Trunk Side port and establish a collocation
           arrangement in accordance with Section 2.3 of this Article. The rates
           for these UNEs will be billed in accordance with Appendix D. If the
           Dedicated Transport used to route OS/DA traffic to the designated
           platform is ordered out of the applicable access tariff, no
           collocation arrangement or Trunk Side port is required.

13.  Advanced Intelligent Network Access (AIN).
     -----------------------------------------

     GTE will provide MEBTEL access to GTE AIN functionality from GTE's AIN
     Service Control Point (SCP) via GTE's local switch or MEBTEL's local
     switch.

14.  Directory Assistance Listing.
     ----------------------------

     When MEBTEL orders an unbundled port or an unbundled loop, MEBTEL has the
     option to submit a Directory Service Request (DSR) to have the listings
     included in GTE's Directory Assistance database. The applicable ordering
     charge will be applied for processing the DSR.

15.  Operational Support Systems (OSS).
     ---------------------------------

     GTE shall provide OSS functions to MEBTEL for ordering, provisioning and
     billing that are generally available as described in Article III, Section 9
     attached to this Agreement.

16.  Bona Fide Request Process.
     -------------------------

     16.1  Intent.
           ------

           The BFR process is intended to be used when MEBTEL requests certain
           services, features, capabilities or functionality defined and agreed
           upon by the Parties as services to be ordered as BFRs.

     16.2  Process.
           -------

           16.2.1  A BFR shall be submitted in writing by MEBTEL and shall
                   specifically identify the need to include technical
                   requirements, space requirements and/or other such
                   specifications that clearly define the request such that GTE
                   has sufficient information to analyze and prepare a response.

           16.2.2  MEBTEL may cancel a BFR in writing at any time prior to
                   MEBTEL and GTE agreeing to price and availability. GTE will
                   then cease analysis of the request.

           16.2.3  Within five (5) Business Days of its receipt, GTE shall
                   acknowledge in writing the receipt of the BFR and identify a
                   single point of contact and any additional information needed
                   to process the request.

           16.2.4  Except under extraordinary circumstances, within thirty (30)
                   Business Days of its receipt of a BFR, GTE shall provide a
                   proposed price and availability date, or it will provide an
                   explanation as to why GTE elects not to meet MEBTEL's
                   request. If extraordinary circumstances prevail, GTE will
                   inform MEBTEL as soon as it realizes that it cannot meet the
                   thirty (30)-Business Day response due date. MEBTEL and GTE
                   will then determine a mutually agreeable date for receipt of
                   the request.

           16.2.5  Unless MEBTEL agrees otherwise, all proposed prices shall be
                   consistent with the pricing principles of the Act, FCC and/or
                   the Commission. Payments for services

                                    VII-14

<PAGE>

                   purchased under a BFR will be made upon delivery, unless
                   otherwise agreed to by MEBTEL, in accordance with the
                   applicable provisions of the Agreement.

           16.2.6  Upon affirmative response from GTE, MEBTEL will submit in
                   writing its acceptance or rejection of GTE's proposal. If at
                   any time an agreement cannot be reached as to the terms and
                   conditions or price of the request GTE agrees to meet, the
                   Dispute resolution procedures described in Article III herein
                   may be used by a Party to reach a resolution.

                                    VII-15

<PAGE>

                                 ARTICLE VIII

           ADDITIONAL SERVICES AND COORDINATED SERVICE ARRANGEMENTS

1.   Transfer of Service Announcements.
     ---------------------------------

     When an end-user customer transfers service from one Party to the other
     Party, and does not retain its original telephone number, the Party
     formerly providing service to the end-user will provide, upon request and
     if such service is provided to its own customers, a referral announcement
     on the original telephone number. This announcement will provide the new
     number of the customer and will remain in effect for the same time period
     this service is provided to GTE's own end-users.

2.   Misdirected Calls.
     -----------------

     The Parties will employ the following procedures for handling any
     misdirected calls (e.g., Business office, repair bureau, etc.):

     2.1  To the extent the correct provider can be determined, each Party will
          refer misdirected calls to the proper provider of local exchange
          service. When referring such calls, both Parties agree to do so in a
          courteous manner at no charge.

     2.2  For misdirected repair calls, the Parties will provide their
          respective repair bureau contact number to each other on a reciprocal
          basis and provide the end-user the correct contact number.

     2.3  In responding to misdirected calls, neither Party shall make
          disparaging remarks about each other, nor shall they use these calls
          as a basis for internal referrals or to solicit end-users or to market
          services.

3.   911/E-911 Arrangements.
     ----------------------

     3.1  Description of Service.
          ----------------------

          MEBTEL will install from each of its central offices a minimum of two
          (2) dedicated trunks to GTE's 911/E-911 selective routers (i.e., 911
          tandem offices) that serve the areas in which MEBTEL provides Exchange
          Services, for the provision of 911/E-911 services and for access to
          all subtending PSAPs. The dedicated trunks shall be, at a minimum, DS-
          0 level trunks configured as a 2-wire analog interface or as part of a
          digital (1.544 Mbps) interface in which all circuits are dedicated to
          9-1-1 traffic. Either configuration shall use CAMA type signaling with
          multi-frequency (MF) tones that will deliver ANI with the voice
          portion of the call. GTE will provide MEBTEL with the appropriate CLLI
          (Common Language Location Identifier) Codes and specifications of the
          tandem office serving area or the location of the primary Public
          Safety Answering Point (PSAP) when there is no 911 routing in that 911
          district. If a MEBTEL central office serves end-users in an area
          served by more than one (1) GTE 911/E-911 selective router, MEBTEL
          will install a minimum of two (2) dedicated trunks in accordance with
          this Section to each of such 911/E-911 selective routers or primary
          PSAP.

     3.2  Transport.
          ---------

          If MEBTEL desires to obtain transport from GTE to the GTE 911
          selective routers, MEBTEL may purchase such transport from GTE at the
          rates set forth in Appendix E.

                                    VIII-1

<PAGE>

     3.3  Cooperation and Level of Performance.
          ------------------------------------

          The Parties agree to provide access to 911/E-911 in a manner that is
          transparent to the end-user. The Parties will work together to
          facilitate the prompt, reliable and efficient interconnection of
          MEBTEL's systems to the 911/E-911 platforms, with a level of
          performance that will provide the same grade of service as that which
          GTE provides to its own end-users. To this end, GTE will provide
          documentation to MEBTEL showing the correlation of its rate centers to
          its E-911 tandems at rates set forth in Appendix E.

     3.4  Basic 911 and E-911 General Requirements:
          ----------------------------------------

          3.4.1 Basic 911 and E-911 provides a caller access to the appropriate
                emergency service bureau by dialing a 3-digit universal
                telephone number (911).

          3.4.2 Where GTE has a 911 selective router installed in the network
                serving the 911 district, GTE shall use subscriber data derived
                from the Automatic Location identification/Database Management
                System (ALI/DMS) to selectively route the 911 call to the PSAP
                responsible for the caller's location.

          3.4.3 All requirements for E-911 also apply to the use of SS7 as a
                type of signaling used on the interconnection trunks from the
                local switch to an end office or a selective router.

          3.4.4 Basic 911 and E-911 functions provided to MEBTEL shall be at
                least at parity with the support and services that GTE provides
                to its subscribers for such similar functionality.

          3.4.5 Basic 911 and E-911 access from Local Switching shall be
                provided to MEBTEL in accordance with the following:

                3.4.5.1 GTE and MEBTEL shall conform to all state regulations
                        concerning emergency services.

                3.4.5.2 For E-911, both MEBTEL and GTE shall use their
                        respective service order processes to update access line
                        subscriber data for transmission to the database
                        management systems. Validation will be done Via MSAG
                        comparison listed in Section 3.4.5.5.

                3.4.5.3 If legally required by the appropriate jurisdiction, GTE
                        shall provide or overflow 911 traffic to be routed to
                        GTE operator services or, at MEBTEL's discretion,
                        directly to MEBTEL operator services.

                3.4.5.4 Basic 911 and E-911 access from the MEBTEL local switch
                        shall be provided from GTE to MEBTEL in accordance with
                        the following:

                              3.4.5.4.1 If required by MEBTEL and Currently
                                        Available, GTE shall interconnect direct
                                        trunks from the MEBTEL network to the
                                        E-911 PSAP, or to the E-911 selective
                                        routers as designated by MEBTEL. Such
                                        trunks may alternatively be provided by
                                        MEBTEL.

                              3.4.5.4.2 In government jurisdictions where GTE
                                        has obligations under existing
                                        Agreements as the primary provider of
                                        the 911 System to the county (i.e.,
                                        "lead telco"), MEBTEL shall participate
                                        in the provision of the 911 System as
                                        follows:

                                    VIII-2

<PAGE>

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

                         3.4.5.4.2.2  MEBTEL and GTE recognize that the lead
                                      telco in a 911 district has the
                                      responsibility of maintaining the ALI
                                      database for that district. Each company
                                      will provide its access line subscriber
                                      records to the database organization of
                                      that lead telco. MEBTEL and GTE will be
                                      responsible for correcting errors when
                                      notified by either the 911 district or its
                                      customer, and then submitting the
                                      corrections to the lead telco. Lead telco
                                      database responsibilities are covered in
                                      Section 3.4.5.5 of this Article.

                         3.4.5.4.2.3  MEBTEL shall have the right to verify the
                                      accuracy of information regarding MEBTEL
                                      customers in the ALI database using
                                      methods and procedures mutually agreed to
                                      by the Parties. The fee for this service
                                      shall be determined based upon the agreed
                                      upon solution.

              3.4.5.4.3  If a third party is the primary service provider to a
                         911 district, MEBTEL shall negotiate separately with
                         such third party with regard to the provision of 911
                         service to the agency. All relations between such third
                         party and MEBTEL are totally separate from this
                         Agreement and GTE makes no representations on behalf of
                         the third party.

              3.4.5.4.4  If MEBTEL or Affiliate is the primary service provider
                         to a 911 district, MEBTEL and GTE shall negotiate the
                         specific provisions necessary for providing 911 service
                         to the agency and shall include such provisions in an
                         amendment to this Agreement.

              3.4.5.4.5  Interconnection and database access shall be at rates
                         as set forth in Appendix E.

              3.4.5.4.6  GTE shall comply with established, competitively
                         neutral intervals for installation of facilities,
                         including any collocation facilities, diversity
                         requirements, etc.

              3.4.5.4.7  In a resale situation, where it may be appropriate for
                         GTE to update the ALI database, GTE shall update such
                         database with MEBTEL data in an interval no less than
                         is experienced by GTE subscribers, or than for other
                         carriers, whichever is faster, at no additional cost.

     3.4.5.5 The following are Basic 911 and E-911 Database Requirements:

                                    VIII-3

<PAGE>

               3.4.5.5.1  The ALI database shall be managed by GTE, but is the
                          property of GTE and any participating LEC or MEBTEL
                          which provides their records to GTE.

               3.4.5.5.2  Copies of the MSAG shall be provided within five (5)
                          Business Days after the date the request is received
                          and provided on diskette or paper copy at the rates
                          set forth in Appendix E.

               3.4.5.5.3  MEBTEL shall be solely responsible for providing
                          MEBTEL database records to GTE for inclusion in GTE's
                          ALI database on a timely basis.

               3.4.5.5.4  GTE and MEBTEL shall arrange for the automated input
                          and periodic updating of the E-911 database
                          information related to MEBTEL end-users. GTE shall
                          work cooperatively with MEBTEL to ensure the accuracy
                          of the data transfer by verifying it against the
                          Master Street Address Guide (MSAG). GTE shall accept
                          electronically transmitted files or magnetic tape that
                          conform to National Emergency Number Association
                          (NENA) Version #2 format.

               3.4.5.5.5  MEBTEL shall assign an E-911 database coordinator
                          charged with the responsibility of forwarding MEBTEL
                          end-user ALI record information to GTE or via a third-
                          party entity, charged with the responsibility of ALI
                          record transfer. MEBTEL assumes all responsibility for
                          the accuracy of the data that MEBTEL provides to GTE.

               3.4.5.5.6  GTE shall update the database within one (1) Business
                          Day of receiving the data from MEBTEL. If GTE detects
                          an error in the MEBTEL provided data, the data shall
                          be returned to MEBTEL within one day from when it was
                          provided to GTE. MEBTEL shall respond to requests from
                          GTE to make corrections to database record errors by
                          uploading corrected records within one day. Manual
                          entry shall be allowed only in the event that the
                          system is not functioning properly.

               3.4.5.5.7  GTE agrees to treat all data on MEBTEL subscribers
                          provided under this Agreement as strictly confidential
                          and to use data on MEBTEL subscribers only for the
                          purpose of providing E911 services.

               3.4.5.5.8  GTE shall adopt use of a Carrier Code (NENA standard
                          five-character field) on all ALI records received from
                          MEBTEL. The Carrier Code will be used to identify the
                          carrier of record in NP configurations. The NENA
                          Carrier Code for MEBTEL is "MEBTEL"; the NENA Carder
                          Code for GTE is "GTE."

      3.4.5.6 GTE and MEBTEL will comply with the following requirements for
              network performance, maintenance and trouble notification.

               3.4.5.6.1  Equipment and circuits used for 911 shall be monitored
                          at all times. Monitoring of circuits shall be done to
                          the individual trunk level. Monitoring shall be
                          conducted by GTE for trunks between the selective
                          router and all associated PSAPs.

                                    VIII-4

<PAGE>

                    3.4.5.6.2  Repair service shall begin immediately upon
                               report of a malfunction. Repair service includes
                               testing and diagnostic service from a remote
                               location, dispatch of or in-person visit(s) of
                               personnel. Where an on-site technician is
                               determined to be required, a technician will be
                               dispatched without delay.

                    3.4.5.6.3  GTE shall notify MEBTEL forty-eight (48) hours in
                               advance of any scheduled testing or maintenance
                               affecting MEBTEL 911 service. GTE shall provide
                               notification as soon as possible of any
                               unscheduled outage affecting MEBTEL 911 service.

                    3.4.5.6.4  All 911 trunks must be capable of transporting
                               Baudot Code necessary to support the use of
                               Telecommunications Devices for the Deaf
                               (TTY/TDDs).

          3.4.5.7 Basic 911 and E-911 Additional Requirements

                    3.4.5.7.1  All MEBTEL lines that have been ported via INP
                               shall reach the correct PSAP when 911 is dialed.
                               Where GTE is the lead telco and provides the ALI,
                               the ALI record will contain both the MEBTEL
                               number and GTE ported number. The PSAP attendant
                               shall see both numbers where the PSAP is using a
                               standard ALI display screen and the PSAP extracts
                               both numbers from the data that is sent. GTE
                               shall cooperate with MEBTEL to ensure that 911
                               service is fully available to all MEBTEL end-
                               users whose telephone numbers have been ported
                               from GTE, consistent with State provisions.

                    3.4.5.7.2  MEBTEL and GTE shall be responsible for reporting
                               all errors, defects and malfunctions to one
                               another. GTE and MEBTEL shall provide each other
                               with a point of contact for reporting errors,
                               defects, and malfunctions in the service and
                               shall also provide escalation contacts.

                    3.4.5.7.3  MEBTEL may enter into subcontracts with third
                               parties, including MEBTEL Affiliates, for the
                               performance of any of MEBTEL's duties and
                               obligations stated herein.

                    3.4.5.7.4  Where GTE is the lead telco, GTE shall provide
                               MEBTEL with notification of any pending selective
                               router moves within at least ninety (90) days in
                               advance.

                    3.4.5.7.5  Where GTE is the lead telco, GTE shall establish
                               a process for the management of Numbering Plan
                               Area (NPA) splits by populating the ALI database
                               with the appropriate new NPA codes.

                    3.4.5.7.6  Where GTE is the lead telco, GTE shall provide
                               the ability for MEBTEL to update 911 database
                               with end-user information for lines that have
                               been ported via INP or LNP.

    3.4.6 Basic 911 and E-911 Information Exchanges and interfaces. Where
          GTE is the lead telco:

                                    VIII-5

<PAGE>

               3.4.6.1   GTE shall provide MEBTEL access to the ALI Gateway
                         which interfaces to the ALI/DMS database. GTE shall
                         provide error reports from the ALI/DMS database to
                         MEBTEL within one (1) day after MEBTEL inputs
                         information into the ALI/DMS database. Alternately,
                         MEBTEL may utilize GTE or a third-party entity to enter
                         subscriber information into the database on a demand
                         basis, and validate subscriber information on a demand
                         basis. The rates are set forth in Appendix E.

               3.4.6.2   GTE and MEBTEL shall arrange for the automated input
                         and periodic updating of the E-911 database information
                         related to MEBTEL end-users. GTE shall work
                         cooperatively with MEBTEL to ensure the accuracy of the
                         data transfer by verifying it against the Master Street
                         Address Guide (MSAG). GTE shall accept electronically
                         transmitted files or magnetic tape that conform to
                         National Emergency Number Association (NENA) Version #2
                         format.

               3.4.6.3   Updates to MSAG. Upon receipt of an error recording an
                         MEBTEL subscriber's address from GTE, and where GTE is
                         the lead telco, it shall be the responsibility of
                         MEBTEL to ensure that the address of each of its end-
                         users is included in the Master Street Address Guide
                         (MSAG) via information provided on MEBTEL's LSR or via
                         a separate feed established by MEBTEL pursuant to
                         Section 3.4.5.7 of this Article.

               3.4.6.4   The ALI database shall be managed by GTE, but is the
                         property of GTE and all participating telephone
                         companies. The interface between the E-911 Switch or
                         Tandem and the ALI/DMS database for MEBTEL subscriber
                         shall meet industry standards.

    3.5  Compensation.
         ------------

         3.5.1 In situations in which GTE is responsible for maintenance of the
               911/E-911 database and can be compensated for maintaining
               MEBTEL's information by the municipality, GTE will seek such
               compensation from the municipality. MEBTEL will compensate GTE
               for such maintenance of the 911/E-911 database only if and to
               the extent that GTE is unable to obtain such compensation from
               the municipality. GTE shall charge MEBTEL a portion of the cost
               of the shared 911/E-911 selective router as set forth in Appendix
               E.

         3.5.2 For states where GTE bills and keeps the 9-1-1 surcharges, e.g.
               Hawaii, Ohio, and Michigan's Technical Surcharge, MEBTEL will
               bill its access line subscribers the 9-1-1 surcharge that is
               currently in effect and remit that charge to GTE. Payments to GTE
               are due within thirty (30) days of MEBTEL's payment due date from
               its access line subscribers and will be identified as "9-1-1
               Surcharge Payment for the month of (list appropriate month)" as a
               separate line item in the remittance documentation.

         3.5.3 For all states (except Hawaii and Ohio), including Michigan's
               Operational Surcharge, where GTE bills and remits the 9-1-1
               surcharges, less an administrative fee of one to three percent,
               to the 9-1-1 district, MEBTEL Will bill its access line
               subscribers the 9-1-1 surcharge that is currently in effect and
               remit that charge to that government agency. GTE will have no
               responsibility in billing or remitting surcharges that apply to
               MEBTEL's access line subscribers.

         3.5.4 Should the 9-1-1 surcharge fee change, GTE will promptly inform
               MEBTEL of that change so that MEBTEL may conform to the new
               rate(s).

                                    VIII-6

<PAGE>

     3.6  Liability.
          ---------

          GTE will not be liable for errors with respect to 911/E-911 services
          except for its gross negligence as addressed in applicable tariffs.

4.   Information Services Traffic.
     ----------------------------

     4.1  Routing.
          -------

          Each Party shall route traffic for Information Services (i.e., 900-
          976, Internet, weather lines, sports providers, etc.) which originates
          on its network to the appropriate Information Service Platform.

     4.2  Billing and Collection and Information Service Provider (ISP)
          -------------------------------------------------------------
          Remuneration.
          ------------

          4.2.1   In the event GTE performs switching of ISP traffic associated
                  with resale or unbundled ports for MEBTEL, GTE shall provide
                  to MEBTEL the same call detail records that GTE records for
                  its own end-users, so as to allow MEBTEL to bill its end-
                  users. GTE shall not be responsible or liable to MEBTEL or ISP
                  for Billing and Collection and/or any receivables of
                  Information Service Providers.

          4.2.2   Notwithstanding and in addition to Article III, Section 28,
                  GTE shall be indemnified and held harmless by MEBTEL from and
                  against any and all suits, actions, losses, damages, claims,
                  or liability of any character, type, or description, including
                  all expenses of litigation and court cost which may arise as a
                  result of the provisions contained in this Article VIII,
                  Section 4.2.1 supra. The indemnity contained in this section
                  shall survive the termination of this Agreement, for whatever
                  reason.

          4.2.3   GTE agrees to notify MEBTEL in writing within ten (10)
                  Business Days, by registered or certified mail at the address
                  specified in Article III, Section 31, of any claim made
                  against GTE on the obligations indemnified against pursuant to
                  this Article VIII, Section 4.

          4.2.4   It is understood and agreed that the indemnity provided for in
                  this Article VIII, section 4 is to be interpreted and enforced
                  so as to provide indemnification of liability to GTE to the
                  fullest extent now or hereafter permitted by law.

     4.3  900-976 Call Blocking.
          ---------------------

          GTE shall not unilaterally block 900-976 traffic in which GTE performs
          switching associated with resale or UNEs. GTE will block 900-976
          traffic when requested to do so, in writing, by MEBTEL. MEBTEL shall
          be responsible for all costs associated with the 900-976 call
          blocking request. GTE reserves the right to block any and all calls
          which may harm or damage its network.

     4.4  Miscellaneous.
          -------------

          GTE reserves the right to provide to any Information Service Provider
          a list of any and all Telecommunications Providers doing business
          with GTE.

5.   Telephone Relay Service.
     -----------------------

     Local and intraLATA Telephone Relay Service (TRS) enables deaf, hearing-
     impaired, or speech-impaired TRS users to reach other telephone users. With
     respect to resold services, MEBTEL's end-users will have access to the
     state authorized TRS provider to the extent required by the Commission,
     including any applicable compensation surcharges.


                                    VIII-7

<PAGE>

6.   Directory Assistance and Operator Services.
     -------------------------------------------

     Where MEBTEL is providing local service with its own switch, upon MEBTEL's
     request GTE will provide to MEBTEL rebranded or unbranded DA services
     and/or OS pursuant to separate contracts to be negotiated in good faith
     between the Parties. If MEBTEL so requests DA services and/or OS, such
     contracts shall provide for the following:

     6.1  Directory Assistance Calls.
          ---------------------------

          GTE DA centers shall provide number and addresses to MEBTEL end-users
          in the same manner that number and addresses are provided to GTE end-
          users. If information is provided by an automated response unit (ARU),
          such information shall be repeated twice in the same manner in which
          it is provided to GTE end-users. Where available, GTE will provide
          call completion to MEBTEL end-users in the same manner that call
          completion is provided to GTE end-users. GTE will provide its existing
          services to MEBTEL end-users consistent with the service provided to
          GTE end-users.

     6.2  Operator Services Calls.
          ------------------------

          GTE OS provided to MEBTEL end-users shall be provided in the same
          manner GTE OS are provided to GTE end-users. In accordance with GTE
          practices and at GTE rates, GTE will offer to MEBTEL end-users
          collect, person-to-person, station-to-station calling, third-party
          billing, emergency call assistance, calling card services, credit for
          calls, time and charges, notification of the length of call, and real
          time rating. GTE operators shall also have the ability to quote MEBTEL
          rates upon request but only if there is appropriate cost recovery to
          GTE and to the extent it can be provided within the technical
          limitations of GTE's switches. GTE will provide its existing services
          to MEBTEL end-users consistent with the service GTE provides to its
          own end-users.

7.   Directory Assistance Listings Information.
     ------------------------------------------

     GTE will make available to MEBTEL, at MEBTEL's request, GTE end-user and
     authorized LEC DA listing information stored in GTE's DA database for the
     purposes of MEBTEL providing DA service to its customers. Implementation of
     customized routing, pursuant to Article VII, Section 12 is required for
     MEBTEL to provide DA Service for GTE Resold and Unbundled Port services.

     7.1  DA Listing Information includes the listed names, addresses and
          telephone numbers of GTE and authorized LEC subscribers, except as
          otherwise provided herein. Excluded are listings for restricted LEC
          lines and non-published listings. GTE DA listing information includes
          800/888 listings, non-listed numbers and foreign listings within the
          GTE franchise.

     7.2  GTE shall provide to MEBTEL, at MEBTEL's request, DA listing
          information within sixty (60) Business Days after an order is received
          for that specific state. The DA listing information will be provided
          in GTE format via magnetic tape or National Data Mover (NDM) as
          specified by MEBTEL. Updates to the DA listing information shall be
          provided on a daily basis through the same means used to transmit the
          initial load. DA listing information provided shall indicate whether
          the customer is a residence or business customer.

           7.2.1  Such listings shall be confidential information pursuant to
                  Article III of this Agreement and MEBTEL will use the listings
                  only for its DA services to its end-users. MEBTEL is not
                  authorized to release GTE's DA listing information to any
                  third party or to provide DA to any other party using GTE DA
                  listing information, including MEBTEL's affiliates,
                  subsidiaries or partners, except with the expressed written
                  permission of GTE. In those instances where MEBTEL's
                  affiliates, subsidiaries or partners also desire to use GTE's
                  DA listing information,

                                    VIII-8

<PAGE>

                  each affiliate, subsidiary or partner must negotiate a
                  separate contract with GTE to obtain the listings.

          7.2.2   If MEBTEL uses a third-party DA service for its end-users,
                  MEBTEL will ensure that such third party likewise treats the
                  listings as Confidential Information pursuant to Article III
                  of this Agreement, and uses them only for MEBTEL end-user DA.

          7.2.3   GTE will include MEBTEL's DA listing information in GTE's DA
                  data base which may be released to third parties which request
                  GTE's DA listing information, unless MEBTEL provides GTE
                  written notice within sixty (60) Business Days after the
                  effective date of this Agreement that its DA listing
                  information is restricted and should not be released to third
                  parties. In the event that MEBTEL does properly notify GTE
                  that its DA listing information is restricted, GTE will so
                  advise third parties requesting such information.

     7.3  MEBTEL agrees to pay GTE's standard charges for the initial load and
          daily updates of GTE's DA listing information, which will be provided
          upon request.

     7.4  The Parties will work together to identify and develop procedures for
          database error corrections.

8.   Directory Listings and Directory Distribution.
     ----------------------------------------------

     MEBTEL will be required to negotiate a separate agreement for directory
     listings and directory distribution, except as set forth below, with GTE's
     directory publication company.

     8.1  Listings.
          ---------

          MEBTEL agrees to supply GTE on a regularly scheduled basis, at no
          charge, and in a mutually agreed upon format (e.g. Ordering and
          Billing Forum developed), all listing information for MEBTEL's
          subscribers who wish to be listed in any GTE published directory for
          the relevant operating area. Listing information will consist of
          names, addresses (including city, state and zip code) and telephone
          numbers. Nothing in this Agreement shall require GTE to publish a
          directory where it would not otherwise do so.

          Listing inclusion in a given directory will be in accordance with
          GTE's solely determined directory configuration, scope, and schedules,
          and listings will be treated in the same manner as GTE's listings.

     8.2  Distribution.
          -------------

          Upon directory publication, GTE will arrange for the initial
          distribution of the directory to service subscribers in the directory
          coverage area at no charge.

          MEBTEL will supply GTE in a timely manner with all required subscriber
          mailing information including non-listed and non-published subscriber
          mailing information, to enable GTE to perform its distribution
          responsibilities.

9.   Busy Line Verification and Busy Line Verification Interrupt.
     ------------------------------------------------------------

     Each Party shall establish procedures whereby its operator assistance
     bureau will coordinate with the operator assistance bureau of the other
     Party to provide Busy Line Verification (BLV) and Busy Line Verification
     and Interrupt (BLVI) services on calls between their respective end-users.
     Each Party shall route BLV and BLVI inquiries over separate inward OS
     trunks. Each Party's operator assistance bureau will only verify and/or
     interrupt the call and will not complete the call of the end-

                                    VIII-9

<PAGE>

     user initiating the BLV or BLVI. Each Party shall charge the other for the
     BLV and BLVI services at the rates contained in the respective tariffs.

10.  Street Address Guide (SAG).
     ---------------------------

     GTE will provide to MEBTEL upon request the Street Address Guide at a
     reasonable charge. Two companion files will be provided with the SAG which
     lists all services and features at all end offices, and lists services and
     features that are available in a specific end office.

11.  Dialing Format Changes.
     -----------------------

     GTE will provide reasonable notification to MEBTEL of changes to local
     dialing format, i.e., 7 to 10 digit, by end office.

                                    VIII-10

<PAGE>

                                  ARTICLE IX

                                  COLLOCATION

1.   Physical Collocation.
     ---------------------

     GTE will provide collocation for purposes of interconnection or access to
     UNEs pursuant to the terms and conditions in the applicable federal and
     state EIS tariffs. GTE shall provide to MEBTEL physical collocation of
     equipment pursuant to 47 CFR (S)51.323 necessary for interconnection or for
     access to UNEs. GTE may in some cases deny a particular collocation request
     entirely if GTE demonstrates that physical collocation is not practical
     because of technical reasons or space limitations, as provided in Section
     251 (c)(6) of the Act. GTE will work with MEBTEL to install collocation
     arrangements within 120 calendar days absent extenuating circumstances.

     1.1  Space Planning.
          ---------------

          In addition to such provisions for space planning and reservation as
          may be set forth in the applicable GTE federal and state EIS tariffs,
          the parties agree to the following terms and conditions.

          1.1.2  GTE has the right to reserve space within its central offices
                 for its own use based on a 5-year planning horizon.

          1.1.3  GTE will notify MEBTEL if it plans to build an addition to a
                 central office where MEBTEL has collocated facilities, if such
                 addition would result in a material increase of space available
                 for collocation.

          1.1.4  Should MEBTEL submit to GTE a two-year forecast for space
                 planning for collocated facilities in a central office, GTE
                 will, in good faith, consider and discuss such forecast with
                 MEBTEL when considering space planning or utilization decisions
                 for such central office; provided, however that any final space
                 planning or utilization decision shall be made by GTE in its
                 sole discretion in light of GTE requirements.

          1.1.5  Subject to technical feasibility and space limitations, GTE
                 will make available at applicable federal and state EIS tariffs
                 such intraoffice facilities as may be necessary to accommodate
                 projected volumes of MEBTEL traffic.

     1.2  Connection to Customer Loops and Ports.
          ---------------------------------------

          Facilities for cross-connection to unbundled loops and ports shall be
          provided under the applicable GTE federal tariff for Special Access
          Cross Connect, until such time as a local tariff applicable to the
          facilities used for such cross-connection is filed.

     1.3  Connection to Other Collocated Carriers.
          ----------------------------------------

          Subject to technical feasibility and space limitations, MEBTEL may
          interconnect with other carriers collocated at a GTE central office at
          which MEBTEL has collocated facilities; provided, however, that MEBTEL
          and such other carriers must be collocated at the GTE central office
          for the primary purpose of interconnecting with GTE or accessing GTE's
          UNEs. If MEBTEL wants to interconnect with other carriers collocated
          at a GTE central office, MEBTEL must provide GTE with thirty Business
          Days' prior written notice, during which time GTE may elect to provide
          the facilities necessary to accomplish such interconnection. MEBTEL
          and the other collocated carriers may provide the necessary
          interconnection facilities only if GTE elects not to provide such
          facilities or fails to so elect

                                     IX-1

<PAGE>

          within the thirty day notice period. If GTE elects to provide
          interconnection facilities under this section, GTE will provide this
          cross connection under the GTE federal tariff for Special Access Cross
          Connect, until such time as a local tariff applicable to the
          facilities used for such interconnection facilities is filed.

     1.4  Choice of Vendor.
          -----------------

          MEBTEL may use the vendor of its choice to install, maintain and
          repair equipment within MEBTEL's collocated space. Access by the
          employees, agents or contractors of such vendor shall be subject to
          the same restrictions on access by employees, agents or contractors of
          MEBTEL imposed under the applicable GTE federal and state EIS tariffs,
          including but not limited to certification and approval by GTE.

     1.5  Monitoring.
          -----------

          Subject to technical feasibility and space limitations, MEBTEL may
          extend its own facilities for remote monitoring of its collocated
          equipment to its collocated space. MEBTEL may request that GTE provide
          the facilities necessary for such remote monitoring, at which time GTE
          and MEBTEL will negotiate in good faith the price, terms and
          conditions of remote monitoring by GTE.

     1.6  Phone Service.
          --------------

          Upon ordering collocated space, MEBTEL may order that its collocation
          cage be provided with plain old telephone service (POTS) commencing at
          such time as GTE has completed construction of the collocated space.
          MEBTEL shall pay separately for any ordered POTS service.

     1.7  Intraoffice Diversity.
          ----------------------

          At MEBTEL's request, GTE will provide diversity for ingress/egress
          fiber and power cables where such diversity is available and subject
          to technical feasibility and space limitations.

     1.8  MEBTEL Proprietary Information.
          -------------------------------

          GTE will protect all MEBTEL proprietary information to the extent
          required under nondisclosure agreements existing as of the date GTE
          completes construction of a physical collocation space at MEBTEL's
          request.

     1.9  Notification of Modifications.
          ------------------------------

          GTE will notify MEBTEL of modifications to collocation space in accord
          with the terms of applicable GTE state and federal EIS tariffs.
          Additionally, GTE shall notify MEBTEL when major upgrades are made to
          the power plants supporting MEBTEL's collocation space. The following
          shall constitute such major upgrades:

          (a)  replacement of a rectifier;

          (b)  addition or replacement of a new fusing module;

          (c)  addition or replacement of a power distribution unit frame; or

          (d)  addition or replacement of modular rectifiers.

                                     IX-2

<PAGE>

     1.10  Drawings.
           ---------

           When MEBTEL orders collocated space, GTE and MEBTEL will hold a
           GTE/Customer meeting in accord with applicable GTE state and federal
           EIS tariffs. At such meeting, GTE will provide such drawings of GTE's
           central office facility as may be necessary to adequately depict
           MEBTEL's proposed collocation space.

     1.11  Construction of Space.
           ----------------------

           GTE will construct MEBTEL's collocation space in accord with the
           terms and conditions set forth in the applicable GTE state and
           federal EIS tariff. Additionally, GTE agrees to the following terms
           and conditions regarding construction of collocated space:

           1.11.1  Space will be constructed in 100 square foot increments, and
                   shall be designed so as to prevent unauthorized access.

           1.11.2  A standard 100 square foot cage shall have the following
                   standard features:

                   (a) eight-foot high, nine gauge chain link panels;

                   (b) three of the panels listed at (a) above shall measure
                       eight by ten feet, the fourth panel shall measure eight
                       by seven feet;

                   (c) the door to the cage shall measure eight by three feet
                       and shall also consist of nine gauge chain link;

                   (d) the cage shall be provided with one padlock set, with GTE
                       retaining one master key;

                   (e) one AC electrical outlet;

                   (f) one charger circuit system;

                   (g) one electrical sub-panel;

                   (h) such additional lighting as may be necessary;

                   (i) one fire detection requirement evaluation;

                   (j) grounding for the cage consistent with COEL.

           1.11.3  Modifications to the standard configuration set forth in
                   Section 1.11.2 can be made on an individual case basis. If
                   modifications are agreed upon and made by the Parties, GTE
                   will work with MEBTEL to implement such additional
                   modifications as may be necessary to ensure that MEBTEL's
                   collocated space is protected from unauthorized access.

           1.11.4  At such time as construction of MEBTEL's collocation space is
                   approximately 50 percent completed, GTE will give MEBTEL
                   notification, and such notification shall include scheduled
                   completion and turnover dates.

           1.11.5  Upon completion of construction of collocated space, GTE will
                   conduct a walk through of the collocated space with MEBTEL.
                   Should MEBTEL note any deviations from the plan agreed upon
                   by GTE and MEBTEL at the customer meeting, and if such
                   deviations were not requested by MEBTEL or not required by

                                     IX-3

<PAGE>

                   law, GTE shall correct such deviations at its own expense
                   within five (5) Business Days.

     1.12  Connection Equipment.
           ---------------------

           MEBTEL may provision equipment for the connection of MEBTEL
           termination equipment to GTE equipment using either of the following
           methods:

           1.12.1  MEBTEL may extend an electrical or optical cable from the
                   terminal within MEBTEL's collocation cage and terminate that
                   cable at GTE's network.

           1.12.2  MEBTEL may install a patch panel within its collocation cage
                   and then hand the cabling to GTE to extend to and have GTE
                   terminate that cable at GTE's network.

     1.13  Access to MEBTEL Collocation Space.
           -----------------------------------

           The terms and conditions of access to MEBTEL's collocation space
           shall be as set forth in applicable GTE state and federal EIS
           tariffs. Additionally, GTE agrees that the following terms and
           conditions shall apply to access:

           1.13.1  GTE shall implement adequate measures to control access to
                   collocation cages.

           1.13.2  Collocation space shall comply with all applicable fire and
                   safety codes.

           1.13.3  Doors with removable hinges or inadequate strength shall be
                   monitored by an alarm connected to a manned site. All other
                   alarms monitoring MEBTEL collocation space provided by GTE
                   shall also be connected to a manned site. MEBTEL may, at its
                   option, provide its own intrusion alarms for its collocated
                   space.

           1.13.4  GTE shall control janitorial access to collocation cages, and
                   restrict such access to approved and certified employees,
                   agents or contractors.

           1.13.5  GTE shall establish procedures for access to collocation
                   cages by GTE and non-GTE emergency personnel, and shall not
                   allow access by security guards unless such access comports
                   with this section and is otherwise allowed under applicable
                   GTE state and federal EIS tariffs.

           1.13.6  GTE shall retain a master key to MEBTEL's collocation space
                   for use only in event of emergency as detailed in applicable
                   GTE state and federal tariffs. At MEBTEL's option, the
                   Parties shall review key control procedures no more
                   frequently than once in any twelve month period. At any time,
                   MEBTEL may elect to change keys if it suspects key control
                   has been lost, provided, however, that GTE will be provided
                   with a master key in accord with this section.

           1.13.7  Not more frequently than once a year, MEBTEL may audit the
                   security and access procedures and equipment applicable to
                   its collocated space and the central office housing the
                   collocation space. Access by personnel necessary to conduct
                   such an audit shall be limited as set forth in applicable GTE
                   state and federal EIS tariffs. Should MEBTEL identify
                   deficiencies in security and access procedures and equipment
                   as a result of such audit, the cost, terms and conditions of
                   the correction of such deficiencies shall be negotiated in
                   good faith between the parties.

                                     IX-4

<PAGE>

                                   ARTICLE X

              ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS-OF-WAY

To the extent required by the Act, GTE and MEBTEL shall each afford to the other
access to the poles, ducts, conduits and ROWs it owns or controls on terms,
conditions and prices comparable to those offered to any other entity pursuant
to each Party's tariffs and/or standard agreements. Accordingly, if GTE and
MEBTEL desire access to the other Party's poles, ducts, or ROWs, GTE and MEBTEL
shall execute pole attachment and conduit occupancy agreements. MEBTEL agrees
that pole attachment and conduit occupancy agreements must be executed
separately before it makes any attachments to GTE facilities or uses GTE's
conduit according to the terms of this Agreement. Unauthorized attachments or
unauthorized use of conduit will be a breach of this agreement.

                                      X-1

<PAGE>

                                  ARTICLE XI

                                SIGNATURE PAGE

IN WITNESS WHEREOF, each Party has executed this Agreement to be effective upon
approval by the Commission in accordance with Section 252 of the Act. The
"effective date" of this Agreement for such purposes will be established by the
Commission approval order.

GTE SOUTH INCORPORATED                  MEBTEL INTEGRATION COMMUNICATION
                                        SOLUTIONS, INC.


By /s/ Connie Nicholas                  By /s/ Bruce J. Becker
   ------------------------------          -------------------------------

Name  Connie Nicholas                   Name  Bruce J. Becker
     ----------------------------            -----------------------------

Title Assistant Vice President          Title  C.T.O
      ---------------------------             ----------------------------
Wholesale Markets-Interconnection

 Date  September 27, 1999               Date  September 13, 1999
      ---------------------------            -----------------------------


                             [STAMP APPEARS HERE]

                                     XI-1