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                                                                   Exhibit 10.22



               INTERCONNECTION, RESALE AND UNBUNDLING AGREEMENT



                                    BETWEEN



                            GTE NORTH INCORPORATED
                            GTE SOUTH INCORPORATED



                                      AND



               MEBTEL INTEGRATION COMMUNICATION SOLUTIONS, INC.
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                               TABLE OF CONTENTS

<TABLE>
<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-3
          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-4
          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-5
          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-6
</TABLE>
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<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-7
          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-8
          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-9
          1.73  Provider...........................................................................    II-9
          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-10
          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-11
          1.90  Third Party Contamination..........................................................   II-11
          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>
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<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-5
          14.1   Identification....................................................................   III-5
          14.2   Handling..........................................................................   III-5
          14.3   Exceptions........................................................................   III-5
          14.4   Survival..........................................................................   III-6

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

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

     19.  Entire Agreement.........................................................................    III-8

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

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

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

     23.  Governing Law............................................................................    III-8

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

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

     26.  Independent Contractor Relationship......................................................    III-9

     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-10
          28.3   DISCLAIMER........................................................................   III-10
          28.4   Limitation of Liability...........................................................   III-10
          28.5   Intellectual Property.............................................................   III-10

     29.  Multiple Counterparts....................................................................   III-11

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

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

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

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

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

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

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

     37.  Regulatory Matters.......................................................................   III-13

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

     43.  Subsequent Law............................................................................   III-14

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

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

     46.     Waiver.................................................................................   III-15

     47.     Environmental Responsibility...........................................................   III-15

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

     49.     Amendment of Certain Rates, Terms and Conditions.......................................   III-17

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>
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<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>
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<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    Originatinq Line Number Screening (OLNS).............................................      VI-4

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

           5.       Services Available for Resale.................................................................     VI-5
                    5.1     Description of Local Exchange Services Available for Resale..........................      VI-5
                    5.2     Other Services Available for Resale..................................................      VI-5
                    5.3     Rates................................................................................      VI-5
                    5.4     Grandfathered Services...............................................................      VI-6
                    5.5     Access...............................................................................      VI-6
                    5.6     0perator Services (OS) and Directory Assistance (DA).................................      VI-6

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

            1.      General......................................................................................     VII-1

            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 Loop...................................................................     VII-5
                    5.3     Conditioned Loop.....................................................................     VII-7
                    5.4     Loop Testing.........................................................................     VII-7
</TABLE>
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<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................................................................................      VII-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-13

           12.      Customized Routing..........................................................................     V11-13

           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-8
</TABLE>
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<TABLE>
<S>                                                                                                                <C>
           5.       Telephone Relay Service...................................................................      VIII-8

           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   Listing.............................................................................      VIII-9
                    8.2   Distribution........................................................................      VIII-10

           9.       Busy Line Verification and Busy Line Verification Interrupt...............................      VIII-10

           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.................................................          X-5

ARTICLE XI: SIGNATURE PAGE....................................................................................         XI-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 NEWORK 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 & CONDITIONS AT&T TERMS.......................................        49A-1

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


<PAGE>

This Interconnection, Resale and Unbundling Agreement (the "Agreement"), is by
and between GTE North Incorporated and 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, North
Carolina 27302 (GTE and MEBTEL being referred to collectively as the "Parties"
and individually as a "Party"). This Agreement covers services in the State of
Illinois 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 111, 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 Illinois Commerce 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.
<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.

                                     II-2
<PAGE>

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

           The Illinois Commerce Commission.

     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.

                                     II-3
<PAGE>

     1.27  DS-1
           ----

           A service carried at digital signal rate of 1.544 Mbps.

     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.

                                     II-4
<PAGE>

     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 disposal of
           hazardous wastes in accordance with regulations (see reference in
           Article III, 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".

                                     II-5
<PAGE>

     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.

     1.47  Interexchange Carrier (IXC)
           ---------------------------

           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 intraL
           ATA long distance communications services within the State.

     1.48  Interim Number Portability (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.

                                     II-6
<PAGE>

     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.

     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.

                                     II-7
<PAGE>

     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 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 "D",
           "E", and "F" digits of a 10-digit 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 111, Section 47).

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

           GTE and/or MEBTEL.

                                     II-8
<PAGE>

     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.

     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.

                                     11-9
<PAGE>

     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".

     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.

                                     II-10
<PAGE>

     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.

     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 24, 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

                                     III-2
<PAGE>

     CLEC Profile and agrees to update this CLEC Profile as required to reflect
     its current certification.

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

                                     III-3
<PAGE>

          maximum nonusurious rate of interest under applicable law. Late
          payment charges shall be included on the next statement.

    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.

                                     III-4
<PAGE>

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
          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:

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

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

          (c)  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;

          (d)  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;

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

          (f)  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

                                     III-5
<PAGE>

          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 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.  Fraud.
     -----

     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.

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

                                     III-6
<PAGE>

          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
          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.

                                     III-7
<PAGE>

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, 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 Majeure.
     -------------

     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.

                                     III-8
<PAGE>

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,
      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 III, 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,
               approximately 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

                                     III-9
<PAGE>

          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, 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

                                    III-10
<PAGE>

               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.

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:

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

                                      and

                  GTE North Incorporated
                  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

                                    III-11
<PAGE>

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

                                 III-12
<PAGE>

    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.

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   Not withstanding 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.

                                    III-13
<PAGE>

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 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.

                                    III-14
<PAGE>

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.

     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.

                                    III-15
<PAGE>

     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 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

                                    III-16
<PAGE>

     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. 96-
     AB-005. 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. 96-AB-005. 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 of GTE Terms for all stayed and enjoined AT&T Terms, and
     such amendments shall be effective retroactive to the Effective Date of
     this Agreement.

     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).

                                    III-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.

                                     IV-1
<PAGE>

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 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

                                     IV-2
<PAGE>

     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 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.

                                     IV-3
<PAGE>

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 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 ASR 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

                                      V-1
<PAGE>

                 the terminating office and shall end at the time of call
                 disconnect by the calling or called subscriber, whichever
                 occurs first.

          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 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.

                                      V-2
<PAGE>

          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
                 number. Each Party will bill the IXCs 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

                                      V-3
<PAGE>

                 services to permanent local number portability methods within a
                 mutually agreed upon time frame and discontinue use of further
                 interim methods of number portability.

     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.

                                      V-4
<PAGE>

                 (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 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.

                                      V-5
<PAGE>

     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.

          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.

                                      V-6
<PAGE>

          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 carded 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)) 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) CLCIC-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.

                                      V-7
<PAGE>

          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 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.

                                      V-8
<PAGE>

     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.

     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 ONP).
          -------------------------------

          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.

                                      V-9
<PAGE>

     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 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.

                                     V-10
<PAGE>

     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.

          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 Carrier 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.

                                     V-11
<PAGE>

     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.

     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.

2.   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 Change 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

                                     VI-1
<PAGE>

                 (ii) make a lump sum payment to GTE of the total interim
                 surcharges retroactive to the effective date of this agreement.

          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 [; however, no discount
                 applies] or [, 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.   Ordering 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

                                     VI-2
<PAGE>

          forms (containing the requisite end-user information as described in
          the Guide) must be provided by MEBTEL before a request can be
          processed.

          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

                                     VI-3
<PAGE>

                    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 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 Calling 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 Screening (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.

                                     VI-4
<PAGE>

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.

          (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.

                                     V1-5
<PAGE>

     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.

     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, GTE will provide such rebranding
                  with MEBTEL's name pursuant to Article VII, Section 12.

          5.6.2   MEBTEL will be billed a charge for 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 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.

          2.2.4   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.

          2.2.5   Interim Universal Service Support Change. 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

                                     VII-4
<PAGE>

                    be required to lease a GTE NID for the direct loop
                    termination and effect a NID to NID 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

                                     VII-5
<PAGE>

                 gain applications, loop concentrators/multiplexers). This type
                 of unbundled loop is commonly used for local dial tone
                 services. GTE does not guarantee data modem 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. Midspan
                 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 may use the Bona Fide
          Request

_____________________

     /1/  See Telcordia Technologies TR-TSY-000008, Digital Interface Between
the SLC-96 Digital Loop Carrier System and Local Digital Switch and TR-TSY-
000303, integrated Digital Loop Carrier (IDLC) Requirements, Objectives and
Interface.

                                     VII-7
<PAGE>

          (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-
          user's Exchange Service on that switch, generates dial tone, and
          provides the end-user 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 perfeature 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 EMIR 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.

                                    VII-12
<PAGE>

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

     GTE will provide OS and DA to MEBTEL in accordance with the terms set forth
     as follows:

     11.1  When OS and/or DA is to be provided for calls that originate from a
           CLECs own switch, GTE will provide branded 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 branding
           is requested, GTE will provide such 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 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
           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 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.

                                    VII-13
<PAGE>

     12.3  Subject to the above provisions, GTE will choose the method of
           implementing customized routing of OS and DA calls.

     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 MESTEL's local
     switch.

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

     When MEBTEL orders an unbundled port or 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.

                                    VII-14
<PAGE>

           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 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-91
                                      1 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 E-911
                                        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 Carrier
                                        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

                                    VIII-4
<PAGE>

                                        individual trunk level. Monitoring shall
                                        be conducted by GTE for trunks between
                                        the selective router and all associated
                                        PSAPs.

                           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.

                                    VIII-5
<PAGE>

                           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:

                 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.

                                    VIII-6
<PAGE>

          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).

     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 111, 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.

                                    VIII-7
<PAGE>

     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.

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 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

                                    VIII-8
<PAGE>

          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.

          7.2.6  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, each
                 affiliate, subsidiary or partner must negotiate a separate
                 contract with GTE to obtain the listings.

          7.2.7  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.

          7.2.8  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.

                                    VIII-9
<PAGE>

     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-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

                                     IX-1
<PAGE>

          interconnection facilities only if GTE elects not to provide such
          facilities or fails to so elect 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 non-disclosure 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 COEI.

          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

                                     IX-3
<PAGE>

                  by 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-5
<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 NORTH INCORPORATED                  MEBTEL INTEGRATION COMMUNICATION
GTE SOUTH INCORPORATED                  SOLUTIONS, INC.


By /s/ Connie Nicholas                  By /s/ Bruce J. Becker
   --------------------------------        ----------------------------------

Name Connie Nicholas                    Name Bruce J. Becker
     ------------------------------          --------------------------------

Title Assistant Vice President          Title Chief Executive Officer
      -----------------------------           -------------------------------
  Wholesale Markets-Interconnection

Date 10/13/99                           Date 10-11-99
     ------------------------------         ---------------------------------


[STAMP APPEARS HERE]

                                     XI-1