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                                                                    EXHIBIT 10.9

                       AGREEMENT FOR TRANSITION SERVICES

This Agreement for Transition Services is made between GTE Service Corporation,
a New York corporation, with offices at 1255 Corporate Drive, Irving, Texas
75038 and its affiliates (individually and collectively "GTE") on one hand, each
only with respect to the Services (defined below) it provides, and Genuity
Solutions Inc., a Delaware corporation, with offices at 3 Van de Graaff Drive,
Burlington, Massachusetts 01803 ("GENUITY"), and its subsidiaries and successors
in interest, on the other hand.

Whereas, GENUITY desires to obtain certain administrative services including
accounting and cash processing, billing, real estate management, and human
resources services on a transitional basis; and

Whereas, GTE desires to provide such services to GENUITY.

Now therefore, in consideration of the mutual terms and conditions of this
Agreement, the parties agree as follows:

1.   GENERAL.

     (a)  Services. GENUITY desires to obtain certain administrative
          --------
          transitional services on a non-exclusive basis from GTE or an
          affiliate company of GTE under the terms and conditions of this
          agreement and statements of work ("Statements of Work") entered into
          by the parties (this agreement and all attached Statements of work are
          collectively referred to as the "Agreement"), and GTE or its affiliate
          shall provide to GENUITY such administrative transitional services
          (individually and collectively, "Services"). If there is any conflict
          or inconsistency between the terms and conditions of a Statement of
          Work and the terms and conditions of this Agreement (excluding for
          this purpose the Statements of Work), the terms and conditions of the
          Statement of Work shall control.

     (b)  Statements of Work - Generally. Each of the Statements of Work entered
          ------------------------------
          into by the parties shall: (i) refer expressly to this Agreement; (ii)
          designate the date as of which the provisions of the Statement of Work
          shall be effective and, if applicable, the term or period of time
          during which GTE shall perform Services, provide resources or
          otherwise discharge its obligations as specified in the Statement of
          Work if different from the term set out in this Agreement (excluding
          for this purpose the Statement of Work); (iii) describe the Services
          to be performed, Work Product (as defined herein) to be delivered,
          resources to be provided or obligations to be discharged by GTE
          pursuant to the Statement of Work; (iv) describe the obligations of
          GENUITY related to the Statement of Work, including

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          any facilities, equipment, personnel and tasks or other support to be
          provided or performed by GENUITY; (v) specify the payments to be made
          to GTE under the Statement of Work, or, if applicable, the basis on
          which such payments shall be computed; and (vi) specify any other
          terms and conditions appropriate to the Services to be performed and
          the obligations of the parties. In the event of conflict or
          inconsistency between the terms and conditions of a Statement of Work
          and the terms and conditions of this Agreement (excluding for this
          purpose the Statement of Work), the terms and conditions of the
          Statement of Work shall control.

     (c)  Milestones, Phases and Timing; Changes. Each of the Statements of Work
          --------------------------------------
          shall set out, if applicable, milestones and phases of the work. When
          phases are specified, GTE shall not be obligated to proceed with work
          on the next phase until GENUITY has provided written authorization to
          proceed. If GENUITY has not provided GTE with written authorization to
          proceed on a specific phase, and it is necessary to commence or
          complete such phase in order to meet any milestones specified in the
          Statement of Work, GTE shall not have any obligations with respect to
          such milestones and the Statement of Work shall be deemed to be
          modified accordingly. The Statement of Work may be modified by mutual
          written agreement, signed by both parties. No verbal changes to the
          Statement of Work are permitted.

     (d)  Performance. All Services shall be performed in accordance with the
          -----------
          terms and conditions of this Agreement and the requirements, order of
          performance and delivery dates specified in each Statement of Work.
          GTE shall devote such time, efforts and resources to the performance
          of Services as are necessary to accomplish the tasks specified in any
          Statement of Work. GTE may call upon the expertise and/or assistance
          of its affiliates, subcontractors or consultants in the performance of
          such Services, provided that GTE shall obtain the prior written
          consent of GENUITY in the event it desires to use outside
          subcontractors or consultants. If a Statement of Work specifies that
          some or all of the work will be done by a subcontractors or
          consultant, no additional approval shall be required.

     (e)  Third Party Software Licenses. GENUITY acknowledges that GTE and its
          -----------------------------
          affiliates may be required to use certain software licensed to GTE by
          third parties to provide Services pursuant to this Agreement. If any
          licensor of such third party software requires the payment of any
          consideration to permit GTE to use the vendor's software in order to
          perform its obligations under this Agreement, GTE shall provide
          GENUITY with thirty (30) days prior written notice of such additional
          consideration. GENUITY shall have the option to (i) procure its own
          license to such software at its own expense, or (ii) authorize GTE to
          incur such required

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          additional consideration on its behalf and at GENUITY'S expense. In
          the event that GENUITY does not agree to either (i) or (ii) above, GTE
          shall not be required to provide the Services for which such third
          party licenses are required. If the third party requires GENUITY to
          secure rights in such third party software to receive the Services or
          to use the result of such Services, GENUITY shall be responsible for
          securing such rights at its own cost and expense.

2.  COMPENSATION AND BILLING.

     (a)  Invoices. The charges for the Services shall be set out in the
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          applicable Statement of Work. GTE shall invoice GENUITY for Services
          in accordance with the payment schedule set forth in the applicable
          Statement of Work. Each invoice shall reference this Agreement and the
          applicable Statement of Work. The invoices shall be itemized to show
          the details as to all billed items. Payments shall be made within
          thirty (30) days from the date each invoice is received by GENUITY.

     (b)  Sales, Use and Other Taxes. In addition to the charges for Services,
          --------------------------
          GENUITY shall pay GTE an amount equal to any sales, use, privilege,
          gross revenue, excise, or any other tax (except income and franchise
          taxes), as well as any assessments or duties with respect to the
          Services lawfully levied by a duly constituted governmental authority
          and for which GTE is required, by law, to collect from GENUITY. In
          addition each party shall be responsible for all real and personal
          property taxes imposed on software and equipment owned by the
          respective parties on January 1 of every year. If GENUITY determines
          that any Services are exempt from a tax, GENUITY must provide GTE a
          properly completed exemption certificate, for each jurisdiction for
          which GENUITY is claiming an exemption, before GTE will exclude the
          respective tax from amounts charged to GENUITY. GENUITY will not
          deduct any tax amount from remittances to GTE until a properly
          completed exemption certificate, for all jurisdictions for which
          GENUITY is claiming an exemption, has been provided to GTE.

     (c)  Expense Reimbursement. GENUITY shall reimburse GTE for reasonable
          ---------------------
          expenses for travel, meals and lodging incurred by GTE in the
          performance of its obligations under this Agreement. Any such charges
          shall be in compliance with GTE's employee expense policies. There
          shall be no mark-up of such expense charges. GTE shall maintain
          documentation of expenses incurred, and shall provide copies of
          invoices of $100 or more upon GENUITY's request. GTE shall bill
          GENUITY monthly for expenses as they accrue. The parties will specify
          any limitation on the reimbursement of expenses in the applicable
          Statement of Work. It is acknowledged and agreed that if GTE is
          reasonably

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          required to incur expenses beyond such limitation in order to provide
          the Services, then GTE is excused from performing such Services until
          said expense limitation is removed or changed as mutually agreed,
          provided that GTE promptly notifies GENUITY of the need to exceed the
          limitation.

     (d)  Records. GTE shall maintain complete and accurate records in a form
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          consistent with generally accepted accounting practices, to
          substantiate GTE charges. GTE shall retain, and make available upon
          request, such records for a period of three (3) years from the date of
          invoice for Services. GENUITY and its authorized agents, subject to
          obligations of confidentiality as set forth in this Agreement, shall
          have access to such records upon prior written request during normal
          business hours during the term of this Agreement and during the
          respective periods in which GTE is required to maintain such records
          pursuant to this subsection. Access to the records shall be made at
          the location where such records are normally maintained.

3.   TERM.

     This Agreement is effective as of the date of closing of the initial public
     offering of Genuity Inc. shares of stock ("Effective Date") and shall
     expire the earlier of: (a) one (1) year after the Effective Date or (b)
     expiration or termination of all of the Statements of Work under this
     Agreement unless earlier terminated under Section 24(a), (b) or (c) of this
     Agreement. This Agreement may not be renewed. GTE shall use its best
     efforts to provide all items, services and personnel necessary to
     effectuate and ensure a smooth and timely transition for Genuity from
     dependence on Services under such SOW to standalone ability to perform such
     Services itself or in conjunction with third parties.  Both parties shall
     make appropriate resources available in connection with such transition,
     and any such steps taken by GTE shall be accomplished prior to the
     expiration of the term of this Agreement.

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4.   ACCEPTANCE.

     (a)  Acceptance. Each Statement of Work shall specify the criteria that GTE
          ----------
          must meet in order for the Work Products described in the Statement of
          Work to be accepted by GENUITY. It shall also specify a test plan, and
          such other information as GTE and GENUITY mutually deem appropriate
          and the period of time that GENUITY shall have to review such Work
          Product and provide notice of acceptance or rejection to GTE. Failure
          to accept or reject such Work Product within the specified period of
          time or the commercial use of such Work Product by or for the benefit
          of GENUITY shall be deemed to be acceptance.

     (b)  Rejection and Revision. If GENUITY rejects any Work Product, it shall
          ----------------------
          specify in reasonable detail in writing the reasons for rejection and
          the requirements for revision. If the notice of rejection is not
          sufficiently detailed to allow GTE to determine why such Work Product
          is unacceptable, GTE may request in writing that GENUITY provide
          sufficient additional information. If GTE and GENUITY have joint
          responsibility for the Work Product and the Work Product requires
          revision, GTE shall assist GENUITY in making revisions necessary for
          the Work Product to meet the acceptance criteria within a period of
          time that is reasonable under the circumstances. If GTE has sole
          responsibility for the Work Product, then it shall make the necessary
          revisions within a period of time that is reasonable under the
          circumstances.

5.   CONFIDENTIAL INFORMATION.

     (a)  Confidentiality. In the course of requesting and performing Services
          ---------------
          pursuant to this Agreement, each party may receive or acquire from the
          other information or data pertaining to specifications, drawings,
          sketches, models, samples, computer programs, methods, concepts, know-
          how, techniques, processes, and other technical or business
          information that the other party desires to protect against
          unauthorized use or further disclosure. Unless otherwise expressly set
          forth in a Statement of Work, for purposes of this Agreement,
          "Confidential Information" shall mean: (i) any information in written,
          other tangible or electronic form which is labeled by the disclosing
          party as "confidential", "proprietary" or with a legend of similar
          import; (ii) software in any form (including related documentation),
          whether or not labeled in accordance with the preceding; (iii)
          Services and Work Products provided pursuant to this Agreement, with
          the ownership of and proprietary interest therein being defined in the
          applicable Statement of Work; or (iv) information orally disclosed and
          identified as confidential at the time of such disclosure which is
          summarized in writing within thirty (30) days of such disclosure. Each
          party shall remain the exclusive owner of its Confidential
          Information.

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     (b)  Use of Confidential Information. The Confidential Information of the
          -------------------------------
          disclosing party may be used by the receiving party only for the
          performance or use of Services or Work Products to be provided
          pursuant to this Agreement and may only be disclosed to those
          employees, subcontractors or agents of the receiving party who have a
          need to know in order to perform or use Services or Work Products
          pursuant to this Agreement. Except and to the extent set forth in
          Section 5(c), the receiving party may not disclose Confidential
          Information of the other party to any other person, entity, or the
          public without the prior written consent of the disclosing party.
          However, such Confidential Information may be disclosed by the
          receiving party without the necessity of prior written consent, to the
          receiving party's subcontractors or consultants who require access to
          such Confidential Information to perform or use the Services under
          this Agreement, provided such persons have entered into written
          agreements which contain obligations of nondisclosure and nonuse no
          less restrictive than set forth in this Section. It is agreed that
          such written agreements shall be enforceable by the disclosing party.

     (c)  Exceptions.  The obligations in Section 5(b) shall not apply to that
          ----------
          portion of any information received from the disclosing party which
          is: lawfully in the receiving party's possession, with no restriction
          on use or disclosure, prior to its acquisition from the disclosing
          party; received in good faith by the receiving party, with no
          restrictions on use or disclosure, from a third party not subject to
          any confidential obligation to the disclosing party; now or later
          becomes publicly known through no breach of confidential obligation by
          the receiving party; released by the disclosing party to any other
          person, firm or entity (including governmental agencies or bureaus)
          without restriction on use or disclosure; or independently developed
          by or for the receiving party without any reliance on or use of
          Confidential Information of the disclosing party.

     (d)  Disclosure and Notification. If a receiving party receives a request
          ---------------------------
          to disclose any Confidential Information of the disclosing party
          (whether pursuant to a subpoena, an order issued by a court or other
          governmental authority of competent jurisdiction or otherwise) and, on
          advice of legal counsel, determines that disclosure is required under
          applicable law, the receiving party agrees that, prior to disclosing
          any Confidential Information of the disclosing party, it shall (i)
          notify the disclosing party of the existence and terms of such request
          or advice, (ii) cooperate with the disclosing party in taking legally
          available steps to resist or narrow any such request or to otherwise
          eliminate the need for such disclosure at the disclosing party's sole
          expense, if requested to do so by the disclosing party, and (iii) if
          disclosure is required, it shall be the obligation of the disclosing
          party to use its commercially reasonable efforts to obtain a
          protective order or other reliable assurance that confidential
          treatment

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          shall be afforded to such portion of the Confidential Information of
          the disclosing party as is required to be disclosed.

     (e)  Continuing Obligation. The obligation of non-disclosure and non-use
          ---------------------
          with respect to Confidential Information of the disclosing party shall
          survive termination of this Agreement and shall continue for a period
          of 5 years thereafter, provided that the obligations of non-disclosure
          and non-use shall continue in perpetuity for software included in
          Confidential Information.

6.   OWNERSHIP AND LICENSE OF WORK PRODUCTS.

     (a)  Ownership. Unless expressly provided otherwise in the applicable
          ---------
          Statement of Work, the ownership of any and all right, title and
          interest in and to work products (including without limitation:
          computer programs and documentation; photographs; logos; drawings;
          artistic and graphical works; reports; data; information; and other
          works of authorship) made by Service Provider, or its suppliers or
          contractors, during performance of Services for Service Recipient in
          accordance with the applicable Statement of Work (all such works
          herein "Work Products"), shall be determined in accordance with the
          terms and conditions of the Software Development and Technical
          Services Agreement relating to ownership of intellectual property,
          with those terms and conditions being applied to any Statement of Work
          issued hereunder and being incorporated herein in their entirety by
          this reference.

     (b)  License. Unless expressly provided otherwise in the applicable
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          Statement of Work:

          (1)  If Service Provider owns any Work Products, any license granted
               to Service Recipient by Service Provider in or to any such Work
               Products shall be on the same terms and conditions as the license
               grant by GTE to GENUITY contained in the Software License
               Agreement, with such terms and conditions being incorporated
               herein in their entirety by this reference.

          (2)  If Service Recipient owns any Work Products, and subject to
               Service Provider's obligations with respect to Service
               Recipient's Confidential Information, Service Provider shall
               retain a non-exclusive, perpetual, world-wide, royalty-free
               license to use any such Work Product for its ordinary and usual
               business purposes.

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7.   DISPUTE RESOLUTION.

     (a)  General. Except as provided in subparagraph 7(d) below, any
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          controversy or claim arising out of or relating to this Agreement, or
          the breach thereof, shall attempt to be settled first, by good faith
          efforts of the parties to reach mutual agreement, and second, if
          mutual agreement is not reached to resolve the dispute, by final,
          binding arbitration as set out in paragraph 6(c) below.

     (b)  Initial Resolution. A party that wishes to initiate the dispute
          ------------------
          resolution process shall send written notice to the other party with a
          summary of the controversy and a request to initiate these dispute
          resolution procedures. Each party shall appoint a knowledgeable,
          responsible representative from the company who has the authority to
          settle the dispute, to meet and negotiate in good faith to resolve the
          dispute. The discussions shall be left to the discretion of the
          representatives, who may utilize other alternative dispute resolution
          procedures such as mediation to assist in the negotiations.
          Discussions and correspondence among the representatives for purposes
          of these negotiations shall be treated as Confidential Information
          developed for purposes of settlement, shall be exempt from discovery
          and production, and shall not be admissible in the arbitration
          described above or in any lawsuit pursuant to Rule 408 of the Federal
          Rules of Evidence. 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 admissible, be
          admitted in evidence in the arbitration or lawsuit. The parties agree
          to pursue resolution under this subsection for a minimum of 60 days
          before requesting arbitration.

     (c)  Arbitration. If the dispute is not resolved under the preceding
          -----------
          subsection within 60 days of the initial written notice, either party
          may demand arbitration by sending written notice to the other party.
          The parties shall promptly submit the dispute to the American
          Arbitration Association for resolution by a single neutral arbitrator
          acceptable to both parties, as selected under the rules of the
          American Arbitration Association. The dispute shall then be
          administered according to the American Arbitration Association's
          Commercial Arbitration Rules, with the following modifications: (i)
          the arbitration shall be held in a location mutually acceptable to the
          parties, and if the parties do not agree, the location shall be New
          York City; (ii) the arbitrator shall be licensed to practice law;
          (iii) the arbitrator shall conduct the arbitration as if it were a
          bench trial and shall use, apply and enforce the Federal Rules of
          Evidence and Federal Rules of Civil Procedure; (iv) except for
          breaches related to Confidential Information the arbitrator shall have
          no power or authority to make any award that provides for
          consequential, punitive or exemplary damages; (v)

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          the arbitrator shall control the scheduling so that the hearing is
          completed no later than 60 days after the date of the demand for
          arbitration; and (vi) the arbitrator's decision shall be given within
          5 days thereafter in summary form that states the award, without
          written decision, which shall follow the plain meaning of this
          Agreement, the relevant documents, and the intent of the parties.
          Judgment on the award rendered by the arbitrator may be entered in any
          court having jurisdiction over the parties. Each party to the dispute
          shall bear its own expenses arising out of the arbitration, except
          that the expenses of the facilities to conduct the arbitration and the
          fees of the arbitrator shall be shared equally by the parties.

     (d)  Injunctive Relief. The foregoing notwithstanding, each party shall
          -----------------
          have the right to seek injunctive relief in an applicable court of law
          or equity independent of any resolution of the dispute in accordance
          with the foregoing.

8.   RELATIONSHIP OF PARTIES.

     (a)  Independent Contractors. In providing any Services pursuant to this
          -----------------------
          Agreement, GTE and its affiliates are independent contractors and not
          agents or representatives of GENUITY. Persons furnished by the
          respective parties shall be solely the employees or agents of such
          parties, respectively, and shall be under the sole and exclusive
          direction and control of such parties. They shall not be considered
          employees of the other party or parties for any purpose. Each party
          shall also be responsible, respectively, for payment of taxes,
          including federal, state, and municipal taxes, chargeable or assessed
          with respect to its employees or agents, such as social security,
          unemployment, worker's compensation, disability insurance and federal
          and state income tax withholding.

     (b)  No Performance.  Neither party undertakes by this Agreement or any
          --------------
          Statement of Work to conduct the business or operations of the other
          party. Nothing contained in this Agreement or any Statement of Work is
          intended to give rise to a partnership or joint venture between the
          parties or to impose upon the parties any of the duties or
          responsibilities of partners or joint venturers.

9.   FORCE MAJEURE.

     If performance of any Services under this Agreement is prevented,
     restricted or interfered with by reason of acts of God, wars, revolution,
     civil commotion, acts of public enemy, embargo, acts of government in its
     sovereign capacity, labor difficulties, including without limitation,
     strikes, slowdowns, picketing or boycotts,

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     communication line failures, power failures, or any other circumstances
     beyond the reasonable control and not involving any 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
     during the continuance of such prevention, restriction, or interference
     (and the other party shall likewise be excused on a day-to-day basis during
     the same period, from performance of its obligations which are dependent
     upon or affected by such nonperformance), provided, however, that the party
     so affected shall use its commercially reasonable efforts to avoid or
     remove such causes of nonperformance and both parties shall proceed
     immediately with the performance of their obligations under this Agreement
     whenever such causes are removed or cease.

     If a force majeure condition continues to prevent a party from performing
     for more than (30) consecutive days, then the other party may terminate the
     applicable Statement of Work.

10.  REGULATORY COMPLIANCE.

     (a)  Cooperation.  This Agreement is subject at all times to any statute,
          -----------
          order, rule, or regulation or any state or federal regulatory agency
          having competent jurisdiction over one or both of the parties hereto
          or the Services provided hereby.  The parties agree to cooperate with
          each other and with any applicable regulatory agency so that any and
          all necessary approvals may be obtained.  During the term of this
          Agreement, the parties agree to continue to cooperate with each other
          in any review of this Agreement by a regulatory agency so that the
          benefits of this Agreement may be achieved.

     (b)  Filing Agreement.  Notwithstanding the effective date and term of this
          ----------------
          Agreement as stated elsewhere, to the extent that any statute, order,
          rule or regulation or any regulatory agency having competent
          jurisdiction over one or both parties to this Agreement, shall require
          that this Agreement or subsequent amendment be filed with or approved
          by such regulatory agency before the Agreement or amendment may be
          effective, this Agreement or amendment shall not be effective in such
          jurisdiction until the first business day after such approval or
          filing shall have occurred.

11.  INDEMNIFICATION.

     (a)  General. GTE and GENUITY, to the fullest extent permitted by law, each
          -------
          shall defend, indemnify and hold harmless the other and its
          affiliates, officers, agents and employees from any and all amounts
          payable under any judgment, verdict, court order or settlement (and
          associated fees and disbursements of counsel) arising from or related
          to any third-party claims

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          for injury, sickness, disease or death of any person or damage to any
          real or tangible personal property or assets to the extent arising
          from the indemnitor's (either directly or through its officers,
          agents, subcontractors or representatives) negligence or willful
          misconduct in the performance of this Agreement provided, however,
          that if a claim is the result of the joint negligence or joint willful
          misconduct of GTE and GENUITY, the amount of the claim for which each
          party is entitled to indemnification shall be limited to that portion
          of such claim that is attributable to the negligence or willful
          misconduct of the indemnifying party. The parties agree that the price
          for Services provided under this Agreement includes consideration for
          the obligation to indemnify as set out in this Section.

     (b)  Losses. GENUITY and GTE each shall be responsible for any and all
          ------
          claims, actions, damages, liabilities, costs and expenses, including
          reasonable attorneys' fees and expenses (collectively, "Losses"), to
          their respective tangible personal or real property (whether owned or
          leased), and each party agrees to look only to its own insuring
          arrangements (if any) with respect to such Losses. Subject to the
          procedures set forth below, each party shall indemnify, defend, and
          hold the other party harmless from any and all Losses arising out of,
          under or in connection with claims for which the indemnitor is
          responsible under the preceding sentence.

     (c)  Waivers. GENUITY and GTE waive all rights to recover against each
          -------
          other for any Loss to their respective tangible personal property
          (whether owned or leased) from any cause covered by insurance
          maintained by each of them, including their respective deductibles or
          self-insured retentions. GENUITY and GTE shall cause their respective
          insurers to issue appropriate waivers of subrogation rights
          endorsements to all property insurance policies maintained by each
          Party. Each Party shall give the other written notice if a waiver of
          subrogation is unobtainable or obtainable only at additional expense.
          If the Party receiving such notice agrees to reimburse the other Party
          for such additional expense, the other Party shall obtain such waiver
          of subrogation. If a waiver is unobtainable or if a Party elects not
          to pay the additional expense of a waiver, then neither Party nor
          their insurers shall waive such subrogation rights.

     (d)  Defense. Except as otherwise set forth in the applicable Statement of
          -------
          Work, and subject to the limitations and procedures set forth below,
          GTE agrees to defend GENUITY against any action to the extent that
          such action is based upon a claim that the Service provided by GTE
          pursuant to this Agreement (i) infringes a United States copyright,
          (ii) infringes a United States patent or (iii) constitutes an unlawful
          disclosure, use or misappropriation of another party's trade secret
          and not as the result of any prohibited use or transfer by GENUITY.
          GTE shall bear the expense

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          of such defense and pay any Losses finally awarded by a court of
          competent jurisdiction that are directly attributable to such claim.

     (e)  Contributory Infringement. GTE shall not be liable to GENUITY for
          -------------------------
          claims of indirect or contributory infringement. Further, GTE shall
          have no liability to GENUITY hereunder if (i) the claim of
          infringement is based upon the use of Services or Work Products
          provided by GTE hereunder in connection or in combination with
          equipment, devices, data or software not supplied by GTE, and such
          infringement would not have occurred but for such use, (ii) such
          Services or Work Products are used outside of the scope of the rights
          and licenses granted to GENUITY; (iii) the Services or Work Products
          are modified by or for GENUITY (including by GTE at GENUITY's
          direction or instructions), and such infringement would not have
          occurred but for such modification; (iii) GENUITY uses any of the
          Services or Work Products in the practice of a patented process and
          there would be no infringement in the absence of such practice, or
          (iv) the claim of infringement arises out of the GTE's compliance with
          written directions provided by GENUITY and such infringement would not
          have occurred but for such compliance. For all of the foregoing
          exclusions, GENUITY shall defend and indemnify GTE for any
          infringement claims to the extent set forth in Section 11(d).

     (f)  Mitigation.  If a Service or Work Product becomes the subject of an
          ----------
          infringement claim, or in GTE's opinion is likely to become the
          subject of such a claim, then, in addition to defending the claim and
          paying any damages and attorneys' fees as required above, GTE may, at
          its option and in its sole discretion, and at its own cost and
          expense: (i) replace or modify such Service or Work Product to make it
          noninfringing or cure any claimed misuse of any third party trade
          secret; (ii) procure for GENUITY the right to continue using such
          Service or Work Product pursuant to this Agreement; or if neither (i)
          nor (ii) are possible at a commercially reasonable cost, (iii) require
          the return of such Service or Work Product, terminate the Statement of
          Work (to the extent it has not yet been completed) and terminate
          GENUITY's right to use the same and refund to GENUITY a pro-rata
          portion of the amount actually paid to GTE by GENUITY for such Service
          or Work Product. Notwithstanding the foregoing, if GTE exercises its
          right to require the return of such Service or Work Product and
          terminates GENUITY's right to use the same, to the extent permitted by
          applicable law, GENUITY may retain and continue to use such Service
          Work Product to the extent GENUITY agrees in writing to defend and
          indemnify GTE for any and all expenses, costs and liabilities
          associated with such continued possession and use of such Service or
          Work Product. The foregoing sets forth GTE's sole and exclusive
          obligations, and GENUITY's sole remedies, for infringement of
          intellectual property by Services or Work Product.

                                                                   Page 12 of 55
<PAGE>

     (g)  Conditions.  The indemnification obligations set forth in this Section
          ----------
          shall not apply unless the party claiming indemnification: (i)
          notifies the other promptly in writing of any matters in respect of
          which the indemnity may apply and of which the notifying party has
          knowledge, in order to allow the indemnitor the opportunity to
          investigate and defend the matter; provided, however, that the failure
          to so notify shall only relieve the indemnitor of its obligations
          under this Section if and to the extent that the indemnitor is
          prejudiced thereby; and (ii) gives the other party full control of the
          response thereto and the defense thereof, including any agreement
          relating to the settlement thereof. However, if the indemnitor fails
          to promptly assume the defense of the claim, the party entitled to
          indemnification may assume the defense at the indemnitor's cost and
          expense. The indemnitor shall not be responsible for any settlement or
          compromise made without its prior written consent, unless the
          indemnitee has tendered notice and the indemnitor has then refused to
          assume and defend the claim and it is later determined that the
          indemnitor was obligated to assume and defend the claim. The
          indemnitee agrees to cooperate in good faith with the indemnitor at
          the request and expense of the indemnitor.

12.  LIMITATION OF LIABILITY.

     (a)  General.  A party's and its affiliates' liability arising out of or
          -------
          relating to a Statement or Statements of Work and this Agreement,
          including without limitation on account of performance or
          nonperformance of obligations hereunder, regardless of the form of the
          cause of action, whether in contract, tort (including without
          limitation negligence), statute or otherwise, shall in no event exceed
          the lesser of (i) the price to be paid to GTE for the completed
          Statement of Work (whether set out as a fixed price, estimated price,
          not-to-exceed amount, or other similar expression of the total price
          for the work to be performed under the Statement of Work); or (ii) the
          amount actually paid by GENUITY to GTE for the particular Statement of
          Work from which the claim arises. The limitation in the immediately
          preceding sentence does not apply to a party's obligations under the
          Sections entitled Indemnification and Confidential Information, nor
          does it apply to willful misconduct or gross negligence on the part of
          a party.

     (b)  Limitation.  EXCEPT FOR BREACHES RELATED TO CONFIDENTIAL INFORMATION,
          ----------
          NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
          INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGE OR
          LOST PROFITS OF ANY KIND WHATSOEVER EVEN IF A PARTY OR ITS AFFILIATES
          HAVE BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

                                                                   Page 13 of 55
<PAGE>

     (c)  Benefits Under Licenses.  Anything contained herein to the contrary
          -----------------------
          notwithstanding, this Agreement shall not constitute an agreement to
          start work, to provide Services or Work Product or to make available
          to GENUITY the benefits under any agreement, license or arrangement if
          doing so without the consent of and/or payment to another party
          thereto would constitute a breach thereof or in any material way
          affect the rights of GTE thereunder, unless and until such consent is
          obtained and payment, if any, made to such party by GTE, provided
          however, that GTE will use commercially reasonable efforts to secure
          such consents and benefits under any such agreement or arrangement. If
          GTE cannot: (i) obtain such consent; or (ii) GTE and the third party
          vendor cannot agree on a commercially reasonable payment, if such is
          required, or (iii) if providing the Services or Work Products or
          making the benefits under any such agreement, license or arrangement
          available would materially affect GTE's rights thereunder, GTE shall
          not be required to provide any Services or Work Products which are
          dependent upon such agreement, license or arrangement. GENUITY may,
          however, obtain the requisite license or rights, or pay such fees
          necessary for GTE to provide the Services.

13.  CHANGES IN MANNER OF PROVIDING SERVICES.

     GENUITY acknowledges that GTE and its affiliates may in the future
     determine to outsource certain information technology functions or perform
     such functions using different computer software operating systems or
     applications.  These changes may prevent GTE from providing certain
     Services or Work Products to GENUITY pursuant to this Agreement in the
     manner in which they have been provided prior to such change.  In the event
     GTE determines to take any such action, it will provide GENUITY with one
     hundred twenty (120) days prior written notice and will cooperate with
     GENUITY to enable GENUITY to continue to receive any affected Services and
     Work Products through arrangements with GTE's outsource providers or
     through conversion of GENUITY data for use on such operating systems or
     applications.  In the event GTE determines to make such changes, GENUITY
     shall have the right to terminate this Agreement or any affected STATEMENT
     OF WORK without any liability or penalty. Any customizations requested by
     GENUITY within or to the systems utilized by GTE to provide the Services
     shall be at GTE's discretion. GENUITY shall be required to pay the mutually
     agreed upon cost of such customizations.

14.  INSURANCE.

     (a)  Coverage.  GTE agrees to maintain in full force and effect during the
          --------
          term of this Agreement, and so long as the indemnity obligations
          hereunder are in effect, for GTE the following minimum insurance
          coverages: (i) Worker's Compensation and Occupational Disease covering
          GTE's full

                                                                   Page 14 of 55
<PAGE>

          liability under the Statutory Workers' Compensation Laws for the state
          in which the Service is being performed; (ii) Employer's Liability
          Insurance in the minimum amount of $100,000 per accident, $100,000
          disease per employee, and $500,000 disease aggregate; (iii) General
          Liability Insurance -Broad Form, including, but not limited to GTE's
          Protective Liability, Blanket Contractual Liability and Products
          Liability/Completed Operations in the minimum amounts of $1,000,000
          per occurrence; and (iv) If the use of motor vehicles is required,
          comprehensive Motor Vehicle Liability Insurance to include, but not
          limited to owned, non-owned, leased, and hired vehicles in the minimum
          amounts of $1,000,000 combined single limit per occurrence for
          Property Damage and any accident resulting in bodily injury or the
          death of one or more persons, and the consequential damages arising
          therefrom.

     (b)  Certificates of Insurance.  Certificates of Insurance, incorporating
          -------------------------
          the above-described endorsements, shall be furnished to GENUITY upon
          request.

15.  REPRESENTATIONS AND WARRANTIES.

     GTE represents, warrants, and covenants to GENUITY that:

     (a)  In performing Services, GTE shall comply with all applicable laws,
          codes, ordinances, orders, rules and regulations of local, state, and
          federal governments and agencies and instrumentalities, including, but
          not limited to, applicable wage and hour, safety and environmental
          laws, and all standards and regulations of appropriate regulatory
          commissions and similar agencies.

     (b)  All Services furnished by GTE shall be performed by qualified
          personnel at a level of professional performance standard within the
          industry in which the Services are provided.

     (c)  GTE has all rights and licenses to perform the Services contemplated
          by this Agreement and any Statement of Work incorporated herein.

     (d)  THE WARRANTIES IN THIS SECTION 15 AND ANY WARRANTY IN A STATEMENT OF
          WORK, BUT ONLY IF SPECIFICALLY IDENTIFIED AS AN EXPRESS WARRANTY IN
          SUCH STATEMENT OF WORK (INCLUDING SERVICE LEVEL AGREEMENTS), ARE IN
          LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, OR WHETHER ARISING
          BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR
          PROFESSION OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, IMPLIED
          WARRANTIES OF

                                                                   Page 15 of 55
<PAGE>

          MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES
          AGAINST INFRINGEMENT. Except for the warranties expressly set forth in
          this Section 15 and any Statement of Work, GENUITY acknowledges and
          agrees that it has relied on no other representations or warranties
          and that no other representations or warranties have formed the basis
          of its bargain hereunder.

     (e)  All representations, warranties and covenants of GTE contained in this
          Section shall continue for the term of this Agreement and shall
          survive its termination.

16.  ASSIGNMENT AND SUBCONTRACTING.

     (a)  Neither this Agreement nor any rights or obligations hereunder shall
          be assignable by either of the parties hereto; provided that GTE may
          delegate all or any portion of its obligations to perform Services
          under this Agreement to one or more of its affiliates or either party
          may assign to any affiliate without the consent of the other party.

     (b)  GTE may use subcontractors to perform the Services under this
          Agreement as specified in Section 1(d). GTE shall be responsible for
          the fulfillment of its obligations hereunder, notwithstanding the
          performance of such obligations by its subcontractors.

17.  EQUAL EMPLOYMENT.

     (a)  General Compliance.  Without limitation of Section 18, COMPLIANCE WITH
          ------------------
          LAWS, each party shall comply with applicable laws concerning
          employment, including, but not limited to the following, which are
          incorporated herein by specific reference:

          (1)  The Equal Employment Opportunity Clause set forth in Section 202,
               paragraphs I through 7, of Executive Order 11246, as amended,
               relative to Equal Employment Opportunity and the implementing
               Rules and Regulations of the Office of Federal Contract
               Compliance (hereinafter referred to as "the OFCCP") relating to
               equal employment opportunity.

          (2)  The Affirmative Action Clause set forth in Section 60-741.4 of
               the Affirmative Action Regulations on Handicapped Workers, issued
               by the OFCCP pursuant to Section 503 of the Vocational
               Rehabilitation Act of 1973, as amended.

                                                                   Page 16 of 55
<PAGE>

          (3)  The Affirmative Action Clause set forth in Section 60-250.4 of
               the regulations issued by the OFCCP under Section 402 of the
               Vietnam Era Veteran's Readjustment Assistance Act of 1974.

          (4)  Public Law 95-507 and Executive Orders 11625 and 12138.

          (5)  The Immigration Reform and Control Act of 1986 and any and all
               rules and regulations pertaining thereto. In compliance with the
               Act, GENUITY requires all approved contracting firms to supply
               only persons authorized to work in the United States pursuant to
               the Act. GTE shall be responsible for complying with the Act with
               regard to all employees supplied to GENUITY.

          (6)  Title I of the Americans with Disabilities Act, 42 U.S.C.A.
               12101 et seq.
                     ------

     (b)  ADA.  If any persons furnished by either party under the Agreement or
          ---
          any Statement of Work have a disability as defined in the Americans
          with Disabilities Act, 42 U.S.C.A. 12101 et seq. (the ADA), the
          furnishing party shall, where required by Title I of the ADA and at
          its sole expense, provide "reasonable accommodations" that may be
          required under Title I of the ADA. If GTE performs Services at
          facilities operated by GENUITY, GENUITY shall be responsible, at its
          sole expense, for any physical changes to GENUITY's facility that may
          be required under the ADA with respect to persons utilized by GTE in
          performing the Services.

     (c)  Work Environment.  Both parties agree to provide a work environment
          ----------------
          free from all forms of sexual harassment, including but not limited
          to, any unwelcome sexual advances, requests or demands for sexual
          favors, and other visual, verbal, or physical conduct of a sexual
          nature.

18.  COMPLIANCE WITH LAWS.

     GTE and GENUITY shall each comply with the provisions of all applicable
     federal, state, and local laws, ordinances, regulations and codes
     (including procurement of required permits or certificates) in fulfillment
     of their obligations under this Agreement.  The Confidential Information of
     each party may be subject to U.S. export and foreign transactions control
     regulations.  Each party undertakes that it will not export, nor cause nor
     permit to be exported, the other party's Confidential Information out of
     the United States of America without such other party's prior written
     consent and without compliance with applicable law and regulation; nor will
     such Confidential Information be made available, directly or indirectly,
     for use in any project associated with the design, development, production,
     testing, stockpiling or use of:  (a) nuclear weapons or facilities to
     produce nuclear explosives; or, (b) missiles; or, (c) chemical or
     biological warfare

                                                                   Page 17 of 55
<PAGE>

     agents. Each party agrees to comply with all applicable laws and
     regulations relating to the exportation of technical information, as they
     currently exist and as they may be amended from time to time.

19.  PLANT WORK RULES AND RIGHT OF ACCESS.

     (a)  Compliance.  Employees, subcontractors, and agents of the parties,
          ----------
          while on the premises of the other, shall comply with all plant rules,
          regulations and reasonable company standards for security, including
          (when required by U.S. government regulations) submission of
          satisfactory clearance from U.S. Department of Defense and other
          federal authorities concerned.

     (b)  Access.  Each party shall permit reasonable access during normal
          ------
          working hours to its facilities that are used in connection with the
          performance of Services. No charge shall be made for such visits.
          Reasonable prior notice shall be given when access is required.

     (c)  Limitation on Access.  If either party is given access, whether
          --------------------
          on-site or through remote facilities, to any computer or electronic
          data storage system of the other party in order to accomplish the
          Services called for in this Agreement, the party that receives such
          access shall limit such access and use solely to perform Services
          within the scope of this Agreement and shall not access or attempt to
          access any computer system, electronic file, software or other
          electronic services other than those specifically required to
          accomplish the Services required under this Agreement. Under no
          circumstances shall either party's personnel access any networks or
          facilities of the other party for the purpose of accessing other
          external networks, nor shall any such capabilities for such access be
          published or made known via any medium, as for example and not by way
          of limitation, posting on bulletin boards or E-mail. Any such use or
          publication shall be a material breach of this Agreement. Neither
          party shall use back doors, data capture routines, games, viruses,
          worms, or Trojan horses and any intentional introduction of such into
          the other party's data networks shall be deemed a material breach of
          this Agreement. The party receiving access shall limit such access to
          those of its employees whom the other party has authorized in writing
          to have such access in connection with this Agreement or the
          applicable Statement of Work, and shall strictly follow all security
          rules and procedures for use of the providing party's electronic
          resources. All user identification numbers and passwords and any
          information obtained as a result of access to and use of a party's
          computer and electronic data storage systems shall be deemed to be,
          and shall be treated as, Confidential Information under applicable
          provisions of this Agreement. Each party agrees to cooperate with the
          other in the investigation of any apparent unauthorized access to a
          party's computer or electronic data storage systems.

                                                                   Page 18 of 55
<PAGE>

20.  GENUITY RESPONSIBILITIES.

     GENUITY agrees to perform in a timely fashion those tasks, and to provide
     the personnel, facilities and accurate information as agreed by the parties
     and set forth in the applicable Statement of Work. GENUITY further agrees
     to cooperate with GTE in its performance of this Agreement, to not
     unreasonably withhold its consent to any matter for which consent is
     required or requested.

21.  PERMITS.

     Unless otherwise specifically provided for in this Agreement, GTE shall
     obtain and keep in full force and effect, at its expense, any permits,
     licenses, consents, approvals and authorizations ("Permits") necessary for
     and incident to the performance and completion of the Services.
     Notwithstanding the foregoing, GENUITY shall obtain and keep in full force
     and effect, at its expense, any Permits related to its facilities and the
     conduct of its business.

22.  PUBLICITY.

     The parties agree to submit to one another, for prior written approval, all
     advertising, sales promotion, press releases and other publicity matters
     relating to the Services performed pursuant to this Agreement, when its
     respective name or mark is mentioned or language from which the connection
     of said name or mark may be inferred or implied. The parties further agree
     not to publish or use such advertising, sales promotions, press releases,
     or publicity matters without such prior written approval. Any approval
     required under this Section shall not be unreasonably withheld or delayed
     by either party.

23.  TRADEMARKS, TRADENAMES AND OTHER INTELLECTUAL PROPERTY.

     Except as expressly set forth in this Agreement or in a separate written
     agreement between GTE and GENUITY, nothing in this Agreement or any
     Statement of Work shall grant, suggest or imply any right, license or
     authority for one party to use the name, trademarks, service marks, trade
     names or domain names of the other for any purpose whatsoever.  Except and
     to the extent expressly set forth in this Agreement or in a separate
     written agreement between GTE and GENUITY, nothing in this Agreement or any
     Statement of Work shall be deemed to grant to either party any right or
     license under any intellectual property of the other party.

                                                                   Page 19 of 55
<PAGE>

24.  TERMINATION.

     (a)  Termination Events.  Either party may terminate or cancel this
          ------------------
          Agreement or any Statement of Work, effective immediately, upon
          written notice to the other party, if any of the following events
          occur:

          (1)  The other files a voluntary petition in bankruptcy (other than as
               creditor).
          (2)  The other is adjudged bankrupt.

          (3)  A court assumes jurisdiction of the assets of the other under a
               federal reorganization act.

          (4)  A trustee or receiver is appointed by a court for all or a
               substantial portion of the assets of the other.

          (5)  The other becomes insolvent or suspends its business.

          (6)  The other makes an assignment of its assets for the benefit of
               its creditors except as required in the ordinary course of
               business.

     (b)  Termination for Breach.  Either party may terminate or cancel this
          ----------------------
          Agreement or a Statement of Work, for a material breach or default of
          any of the terms, conditions or covenants of this Agreement by the
          other, provided that such termination or cancellation may be made only
          following the expiration of a thirty (30) day period ("Cure Period")
          during which the breaching party has failed to cure such breach after
          having been given written notice thereof. In such event, the non-
          breaching party may terminate by giving 10 days written notice of
          termination, after the expiration of the Cure Period.

     (c)  Termination for Convenience.  GENUITY may terminate this Agreement
          ---------------------------
          or a Statement of Work during the term of this Agreement or a
          Statement of Work, for convenience on one hundred twenty (120) days
          prior written notice to GTE. In the event of termination by GENUITY
          pursuant to this Section, prior to the end of the term, GENUITY will
          reimburse GTE for all GENUITY-approved, third party costs for
          equipment or software which have been incurred by GTE after the
          execution of this Agreement as a direct result of GTE's provision of
          Services under this Agreement or any Statement of Work, provided that
          GENUITY shall be entitled to any right, license or title related to
          any such equipment or software to the extent GTE has the ability to
          convey such right, license or title.

                                                                   Page 20 of 55
<PAGE>

     (d)  Termination under Statement of Work.  Statements of Work may be
          -----------------------------------
          terminated as set out under their specific terms, if different from
          those set out in (a), (b) and (c) above.

25.  NOTICE.

     Any written notice either party may give the other concerning the subject
     matter of this Agreement shall be in writing and given or made by means
     that obtain a written acknowledgment of receipt.  If the notice pertains to
     a STATEMENT OF WORK performed by any of the following entities notice shall
     be sent to the applicable company addresses shown below, which may be
     changed by written notice:

     To GTE SERVICE CORPORATION:
               1255 Corporate Drive
               Irving, Texas 75038
               Attention:__________

     To GTE DATA SERVICES INCORPORATED:
               One East Telecom Parkway
               Temple Terrace, Florida 33637
               Attention:____________

     To GTE CONSOLIDATED SERVICES INCORPORATED:
               1255 Corporate Drive
               Irving, Texas 75038
               Attention:___________

     To GTE COMMUNICATION SYSTEMS INCORPORATED:
               5616 High Point
               Drive, Irving, Texas 75038
               Attention:_____________

     To GENUITY:
               3 Van de Graaff Drive
               Burlington, Massachusetts 01803
               Attention:_____________

     Notice shall be deemed to have been given or made when actually received,
     as evidenced by written acknowledgment of receipt.

                                                                   Page 21 of 55
<PAGE>

26.  WAIVER OF TERMS AND CONDITIONS.

     Failure to enforce any of the terms or conditions of this Agreement shall
     not constitute a waiver of any such terms or conditions, or of any other
     terms or conditions.

27.  SEVERABILITY.

     Where any provision of this Agreement is declared invalid, illegal, void or
     unenforceable, or any changes or modifications are required by regulatory
     or judicial action, and any such invalid, illegal, void or unenforecable
     provision, or such change or modification, substantially affects any
     material obligation of a party hereto, the remaining provisions of this
     Agreement shall remain in effect and the parties shall mutually agree upon
     a course of action with respect to such invalid provision or such change or
     modification to the end that the purposes of this Agreement are carried
     out.

28.  SURVIVAL OF OBLIGATIONS.

     The provisions in the Agreement relating to Confidentiality,
     Indemnification, Dispute Resolution, Termination, Compensation and Billing,
     Limitation of Liability, and Insurance shall survive any termination,
     cancellation or expiration of this Agreement.

29.  APPLICABLE LAW.

     This Agreement, and the rights and obligations contained in it, shall be
     governed by and construed in accordance with the laws of the State of New
     York, without regard to any conflicts of law principles that would require
     the application of the laws of any other jurisdiction.

30.  NO UNREASONABLE DELAY OR WITHHOLDING.

     Where agreement, approval, acceptance, consent or similar action by GENUITY
     or GTE is required, such action shall not be unreasonably delayed or
     withheld.

31.  ENTIRE AGREEMENT

     This Agreement represents the entire understanding between the parties with
     the respect to its provisions and cancels and supercedes all prior
     agreements or understandings, whether written or oral, with respect to the
     subject matter.  This Agreement may only be modified or amended by an
     instrument in writing signed by duly authorized representatives of the
     parties.  This Agreement shall be

                                                                   Page 22 of 55
<PAGE>

     deemed to include all Exhibits, Addenda and Statements of Work issued
     hereunder.

32.  RULES OF INTERPRETATION

     Headings in this Agreement are for convenience of reference only and shall
     not affect the interpretation or construction hereof.  Unless otherwise
     specified, (i) the terms "hereof", "herein" and similar terms refer to this
     Agreement as a whole and (ii) references herein to "Sections" refer to
     parts or sections of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement through
their authorized representatives.

Genuity Solutions Inc.                  GTE Service Corporation


By:_____________________                By:_______________________
Name:___________________                Name:_____________________
Title:__________________                Title:____________________
Date:___________________                Date:_____________________

                                                                   Page 23 of 55
<PAGE>

                                                                    ATTACHMENT 1

                               STATEMENT OF WORK

                    ACCOUNTING AND CASH PROCESSING SERVICES
                    ---------------------------------------


This Statement of Work is appended to the Transition Services Agreement
("Agreement") dated ______________ by and between Genuity Solutions Inc. and GTE
Service Corporation and shall be governed by the terms and conditions thereof.
The services described herein shall be provided for a period of eight (8)
consecutive months after the Effective Date of the Transition Services
Agreement.

The purpose of this SOW is to provide for the transition of a variety of
accounting related services, since Genuity will not initially have in place the
infrastructure necessary to perform the services.  The services as described in
this SOW relate to accounts payable, payroll, cash processing, and asset
accounting.  Genuity desires to retain GTE to provide these services during a
transitional period while Genuity prepares itself to handle these services
independently of GTE.

Genuity understands and acknowledges that GTE plans to fulfill its obligations
hereunder utilizing the systems ("Systems") set out in the attached Exhibit A to
this Statement of Work, and agrees not to change its systems such that its
systems become incompatible with such Systems as long as this Statement of Work
is effective.


                           ACCOUNTS PAYABLE SERVICES


As requested, and at the discretion of Genuity, GTE will provide the following
Accounts Payable services:

1.   Perform all invoice and expense report processing for Genuity.

     .    Invoices for purchase order related items are mailed directly to
          Accounts Payable Shared Services Center ("AP/SSC") from the vendor.

     .    Expense reports and miscellaneous purchases are input into the system
          by the originator, then approved by the appropriate supervisor/manager
          and mailed to the AP/SSC.

     .    Expense reports are electronically processed, from submission to
          notification.

     .    Genuity electronic files are transmitted by Genuity and uploaded into
          system by accounts payable ("A/P").

2.   Work with Genuity purchasing group as required on issues related to payment
of purchase order related invoices, including resolution of invoices that do not
meet existing criteria for payment.

                                                                   Page 1 of 122
<PAGE>

3.   Print and distribute all checks for Genuity vendors nightly.

     .    Maintain appropriate level of security for the equipment and check
          stock.

4.   Perform vendor maintenance function to add new vendors and/or employees to
     the vendor file or change address information as needed. Mail out W-9 forms
     to all new vendors to obtain vendor's tax identification.

5.   Prepare 1099 forms at year-end.

6.   Administer field checking accounts for checks written at field locations.

     .    Maintain log of authorized check locations and signature file for each
          account.
     .    Print blank check stock and supplies to check locations when
          requested.

7.   Perform general ledger account reconciliations and bank reconciliations.

8.   Perform stop payment requests and provide status of checks as requested.
     Deposit vendor checks, refunds, returned checks, and other checks directly
     to the Genuity bank account and perform accounting accordingly.

9.   Establish and maintain recurring payments for leased property and other
     recurring items.

10.  Coordinate requirements for bank wire transfer payments in both foreign
     currency and US. Payments in foreign currency are coordinated with treasury
     department, which determines the exchange rate and provides the amount back
     to A/P in US dollars to journalize the transaction.

11.  All Genuity vouchers exceeding $150,000 will be reviewed prior to payment
     for compliance with Genuity payment policies and procedures. In addition, a
     post processing sample audit of approximately 8% of employee expense
     reports and 2% of other vouchers will be reviewed for compliance with
     Genuity's policies and procedures.

12.  Perform Electronic Funds Transfer ("EFT") for vendors and direct deposit
     for reimbursement of employee expense reports.

13.  Retain expense detail data as required by law that supports all required
     tax and regulatory obligations.

14.  Provide A/P payment services for international vendors.

     .    Foreign currency payment process
     .    General Ledger Accounting

15.  Cash management of payment cycles (i.e. vendor terms and year-end payment
     processing) as determined by Genuity.

16.  Process A/P adjustment forms for Prism related data changes.

17.  Provide ad-hoc vendor reporting.

                                                                  Page 2 of 122
<PAGE>

18.  Provide Genuity representatives electronic access to A/P scanned records.

19.  Provide state and use tax accruals set up and processing.

GTE will provide the following metrics to Genuity relating to accounts payable
------------------------------------------------------------------------------
services:
--------

1.   Invoice and expense report volumes.
     .    Provide monthly invoice and expense report volumes within 5 days
          following monthly expense cutoff.

2.   Average days to process invoice and expense reports through the standard
     and PME (procurement, match and error) queues.

     .    Until mechanical tracking is available, approximately 25 Genuity
          invoices/expense reports per week will be sampled to determine the
          average processing time. This information will be provided monthly
          within 5 days following expense cutoff. Mechanical tracking capability
          has been requested, and once functionality is available, will track
          processing time for all invoices and expense reports.

3.   Processing and response times on electronic feeds.
     .    A schedule will be developed (by A/P and system team) that will be
          provided to Genuity each day and a cumulative monthly summary showing
          files sent into The system by Genuity (including the date and timing
          of the transmission) and the date and times these files were actually
          processed into The system. Genuity will be required to notify both A/P
          and system processing each day of the number and kinds of files sent
          to verify that all files sent were actually received. This process is
          planned to be in place by May 1, 2000.

4.   General Ledger account reconciliations shall be prepared monthly by the
     15/th/ day of the second month following month end.  (i.e. by August 15 for
     the month of June.)

Genuity's Responsibilities with respect to Accounts Payable Services:
---------------------------------------------------------------------

Genuity shall provide all information/instructions regarding processing and
payment of invoices and expense reports.

Pricing Structure for Accounts Payable Services:
------------------------------------------------

Genuity shall pay GTE at the rate of $3.05 (three dollars and five cents) per
voucher or expense report for the first 250,000 vouchers and expense reports
processed in the 12-month period following the effective date of this Statement
of Work.  During this 12-month period, vouchers and expense reports exceeding
250,000 and up to 500,000, shall be charged at the rate of $1.80 each (one
dollar and eighty cents).  If the annual volume exceeds 500,000, a revised
charge per voucher shall be negotiated by GTE and Genuity.  If no agreement can
be reached, GTE shall not be required to process vouchers in excess of 500,000
per year.

Changes or requests that necessitate the use of manual efforts instead of
current system processes, or up-front meetings, conference calls, training,
consulting, or other similar services

                                                                   Page 3 of 122
<PAGE>

to be billed at the rate of $25.00 (twenty-five dollars) per hour, plus any
travel related costs if appropriate.

Any system cost increases attributable to Genuity, imposed by third party
vendors due to systems changes desired by Genuity such as license or user fees,
programming fees or maintenance fees, shall be paid by Genuity.

Programming/system work for new requirements or changes in systems to be billed
separately.


                               PAYROLL SERVICES

As requested, and at the direction of Genuity, GTE will provide the following
payroll services:

1.     Printing and distribution of payroll checks and advices.

2.     Manual checks provided as required.

3.     Calculate payment to employees based on a standard 40/80 hours each pay-
       period.

4.     Process exception time reported (overtime, shift hours and differential,
       on call hours and other work hours). Submission of exception information,
       via the time entry system or by direct feed from the Employee Time
       Reporting ("ETR") system into The system, is the responsibility of
       Genuity. Submission between any other electronic file format or means
       must be previously agreed to by Genuity and GTE.

5.     Process direct deposits.

6.     Process payroll taxes, including Federal, State and Local.

7.     Process employee deductions sent to the payroll center for inclusion in
       employee master file. Any change to existing benefits or third party
       vendors, or not flowing this information through the Quincy Processing
       Center in the same manner as is done as of the date hereof, will require
       programming and processing changes. These deductions include:
       .      Bond deductions
       .      Union dues
       .      Health Clubs
       .      Garnishments, Child support, Bankruptcy, IRS Levy deductions,
              and other
              such deductions
       .      United Way deductions
       .      Savings and Investment deductions (401K) from Fidelity
       .      FRP Plans - from Hewitt
       .      Insurance deductions - from Hewitt/KVI/MetLife
       .      Other miscellaneous deductions

8.     Process all additional earnings as transmitted to payroll center for
       payment and recording in employee earnings. Any change of outside vendors
       providing this information or not transmitting this information through
       the Quincy Processing Center in the same manner as is done as of the date
       hereof will require programming and processing changes. These items
       include:

                                                                  Page 4 of 122
<PAGE>

     .  Awards
     .  Discretionary Bonus
     .  Incentive Compensation payments
     .  Sales Incentives
     .  Retroactive payments
     .  Choices earnings - from Hewitt
     .  High Housing cost allowances
     .  Cost of Living adjustments
     .  Field Premiums
     .  Site Allowances
     .  Per Diem
     .  Sign on Bonus
     .  Option exercise earnings from Smith Barney
     .  Imputed Income
     .  Tuition aid
     .  Military pay/jury duty
     .  Other, as required

9.   Process Credit Union or Bank additions/changes/deletions.

10.  Process any termination pay, including vacation, retirement pay or other
     termination pay.

11.  Process vehicle allowance or usage for personal or company owned vehicles.

12.  Process tax gross-ups when required.

13.  Maintain earnings and deduction codes tables.

14.  Payment of employee deductions to appropriate vendors via check request to
     Accounts Payable. If A/P is not used by Genuity, programming and processing
     changes will be required.

15.  Process W-4s submitted by employees to payroll center.

16.  Provide all W-2 reporting requirements.

17.  Maintain check distribution codes.

18.  Reconcile payroll accounts.

19.  Transmit journal entry file per established schedule on system web page, to
     Genuity monthly to update its General Ledger.

20.  Process employee master file updates into payroll system when received from
     HR system.

21.  Continue to provide current system generated payroll reports.  Assist
     Genuity employees in determining RAMIS system report requirements.

                                                                   Page 5 of 122
<PAGE>

22.  An employee rate file will be transmitted daily (or as required) back to
     Genuity with adds/changes/deletes of employee rates for use in Genuity cost
     systems.

23.  Retain all data as required by law that supports normally required tax and
     regulatory obligations.

24.  Transmit journal entry file to Genuity biweekly for 401(k) employee match
     to update Genuity's general ledger.

25.  Reconcile all payroll interface and outerface files.

26.  Reconcile/provide summary funding report as required for treasury on
     Wednesday of pay-week.

27.  Provide appropriate system access to Genuity payroll personnel consistent
     with access as of the date hereof. (Additional access requirements will
     need to be coordinated with, and approved by HR/PR and system security.)

28.  Provide unemployment services with Gates MacDonald and keep rates updated
     in payroll system.  (A vendor change will require programming and process
     changes.)

29.  Provide employment verification and mortgage verification via TALX system.
     (Assumes Genuity contracts with TALX for this service. Changing the vendor
     will require programming and processing changes.)

GTE will provide the following metrics to Genuity with respect to payroll
services:

1.   Number of employees supported - based on average number of employees per
     pay period each month in a format to be mutually agreed upon by the
     parties.

2.   Number of manual checks each month to Genuity employees
     .  Number of checks
     .  Reason for manual checks (i.e. legal requirements, payroll error, time
        release issue, other reasons.)

3.   General Ledger account reconciliations prepared monthly by the 15/th/ day
     of the second month following month end. (i.e. by August 15 for the month
     of June)

Genuity's Responsibilities with respect to Payroll Services
-----------------------------------------------------------

Genuity is responsible for providing all information and data required for GTE
to perform its duties hereunder including, but not limited to, all employee
information, changes, pay information and other information through The human
resource systems (including benefit providers).

                                                                   Page 6 of 122
<PAGE>

Pricing Structure with respect to Payroll Services
--------------------------------------------------

Genuity shall pay GTE at a rate of $10.72 (ten dollars and seventy-two cents)
per employee supported per month.  All manual checks that are not the result of
legal requirements or payroll error are to be billed at the rate of $20.00
(twenty dollars) per check for the first 50 manual checks each month, $25.00
(twenty-five dollars) per check for the next 100 manual checks each month, and
$30.00 (thirty dollars) per check for all manual checks for the month exceeding
150, plus shipping and handling.

Changes or requests that necessitate the use of manual efforts instead of system
processes in effect as of the date hereof, or up-front meetings, conference
calls, testing, training or consulting to be billed at the rate of $25.00
(twenty-five dollars) per hour, plus any travel related costs if appropriate.

Any system cost increases attributable to Genuity, imposed by third party
vendors due to systems changes desired by Genuity such as license or user fees,
programming fees or maintenance fees, shall be paid by Genuity.

Programming/system work for new requirements or changes in systems to be billed
separately.

                           CASH PROCESSING SERVICES

As requested, and at the direction and under the policies developed and provided
by Genuity, GTE will provide the following administrative cash processing
services:

1.   Funding and Liquidity:

     .  Support and assist with bank selection process and negotiation of terms
        and conditions of bank facilities.

2.   Daily Cash Processing:

     .  Electronically poll banks to obtain balance and transaction data and
        report same to Genuity
     .  Concentrate cash flows from all sources pursuant to Genuity's
        instructions
     .  Transmit payment of all obligations via wire, ACH, EDI (including
        funding payroll and accounts payable) authorized by Genuity
     .  Administer short-term borrowing/investing activities pursuant to
        Genuity's policies and directions
     .  Provide efficient treasury management workstation which integrates and
        facilitates daily cash management and related accounting
        services/activities
     .  Provide cash activity research, as requested
     .  Provide supporting information and documentation to Genuity

3.   Cash Accounting and Reporting:

     .  Balance, journalize and upload:
        .  Receipts, disbursement transactions
        .  Temporary cash investments
        .  Short-term debt transactions

                                                                   Page 7 of 122
<PAGE>

        .  Long-term debt transactions
        .  Accruals, as necessary, related to the above
     .  Provide supporting information and documentation to Genuity
     .  Process transactions and maintain/provide documentation for payable and
        receivable transactions between and among Genuity subsidiaries and
        affiliated companies

4.   Bank Account Maintenance and Administration

     .  Provide routine bank account maintenance pursuant to Genuity banking
        resolutions, policies and direction:
        .  Open/close accounts
        .  Maintain accurate authorized signatory records and resolutions
        .  Ensure Genuity-directed internal controls are carried out
        .  Monitor efficiency of bank account structure and recommend changes
           for Genuity consideration, as needed

5.   Foreign Currency Exchange Transactions

     .  Maintain mechanized system for spot transactions under $250,000
     .  Execute foreign exchange, futures, and options transactions
     .  Prepare foreign exchange drafts and initiate wires

6.   International Project Finance

     .  Consult/advise on alternative sources of financing (OPIC, Exim, World
        Bank, and others)
     .  Provide support and assistance in executing international financing
        strategies

Genuity Responsibilities with respect to Cash Processing Services
-----------------------------------------------------------------

Genuity shall be responsible for providing instructions, policies, guidelines,
and board resolutions where applicable, and for selecting and maintaining
banking relationships such that GTE can perform its duties hereunder.

Pricing Structure with respect to Cash Processing Services
----------------------------------------------------------

Genuity shall pay GTE a one-time initial set-up fee of $11,000 (eleven thousand
dollars).

Genuity shall pay GTE an annual fee of $265,000 (two hundred sixty-five thousand
dollars) payable in monthly installments in arrears, for provision of the Cash
Processing Services described above in items 1-5 for the 12 month period
following the effective date of this Statement of Work.

Genuity shall pay any and all bank fees incurred by GTE on behalf of Genuity in
the course of delivering Services under this Statement of Work.

Genuity shall pay the following hourly rate for any Cash Processing Services
outside the scope of items 1-6 described above, including but not limited to
consulting or vendor transition services provided in the event Genuity elects to
utilize an alternative vendor at a later time: $65.00 (sixty-five dollars) per
hour.


                                                                   Page 8 of 122
<PAGE>

Genuity shall pay the following hourly rate for Services under 6 above
(International Project Finance): $100.00 (one hundred dollars) per hour.

Any system cost increases attributable to Genuity, imposed by third party
vendors due to systems changes desired by Genuity such as license or user fees,
programming fees or maintenance fees, shall be paid by Genuity.

                           ASSET ACCOUNTING SERVICES

GTE will provide the following asset accounting services for Genuity through its
Fixed Asset Shared Service Center:

Processes
---------

1.   Create asset detail records (monthly settlement procedures)
     .  Account for (settle) labor, material and overhead costs in accordance
        with settlement rules created by Genuity.
     .  Account for (settle) final assets, via manual or mechanical process for
        labor and materials costs, from internal orders and work breakdown
        structures ("WBS's") - Triggering of the settlement process will based
        upon one of the following:
        .  Technical close of an internal order ("IO") or WBS by Genuity
        .  Settlement rules established by Genuity
        .  Review of monthly "blanket" IO's and WBS's as identified by Genuity
        .  Receipt of summary information via TIMS system
        .  Receipt of notification of acceptance of Qwest Fiber segment
     .  Account for (settle) capital dollars relating to assets under
        construction during the month end close as directed by Genuity.

2.   Process transfers between locations, cost centers, and intra-legal entity
     company codes based upon input through the plant maintenance module and
     manual forms submitted by Genuity. Maintain documentation demonstrating
     support for the transfer of assets to Genuity defined standards.

3.   Calculate interest during construction amounts based upon Genuity policies
     and procedures, and place amounts into service based upon Genuity
     notification, or other established process.

4.   Process affiliate transfers (between Genuity legal entities) based upon
     information from Genuity. Maintain documentation demonstrating support for
     the transfer of assets to Genuity defined standards.

5.   Process retirements of assets based upon information supplied by Genuity.
     Maintain documentation supporting the retirement of assets to Genuity
     defined standards.

6.   Record proceeds from the sale of assets, based upon cash receipts
     information booked by Genuity.

                                                                   Page 9 of 122
<PAGE>

7.   Generate depreciation expense monthly according to the Genuity established
     calendar, including:
     .  Running system depreciation program
     .  Addressing any errors and posting to the general ledger
     .  Reconciling and resolving any sub-ledger to general ledger discrepancies

8.   Perform year-end rollover processes.

Data Maintenance
----------------

1.   Maintain and update location code information as required by Genuity.

2.   Maintain adequate data to support internal and external audit requests
     along with tax and insurance requirements, in accordance with Genuity
     policies and procedures.

Reporting
---------

1.   Ensure access to monthly activity reports including asset history sheets
     with acquisition, transfer, retirement and depreciation information.

2.   Ensure access to month end asset detail positions.

3.   Support ad-hoc reporting requests from Genuity.

4.   Provide required reporting for year-end tax processes plus required
     property tax and insurance reporting, as defined by the Genuity tax and
     insurance groups.

5.   Provide reconciliations of all asset accounting tracked accounts and
     procedures (i.e., interest during construction) monthly by the 15/th/ of
     the month.

Ad-hoc Services
---------------

1.   Maintain lease term schedule for leasehold information based upon
     information from the facilities group.

2.   Support capital lease related requirements for tracking and reporting.

3.   Support revaluations of assets and other like special projects as required
     by Genuity.

4.   Supply supporting documentation as maintained.

5.   Work with the system development team to implement any Genuity or GTE
     desired upgrades or enhancements involving the system fixed asset module.

6.   Support audit requests (including interface with other shared service
     centers ("SSC's") for external and internal audit groups, including system
     and process reviews, and sample detail testing in accordance with pre-
     defined schedules.

                                                                  Page 10 of 122
<PAGE>

Service Level Standards
-----------------------

1.  All assets under construction ("AUC") amounts that are triggered (under
    Processes-first section above) for transfer to final assets by the 15/th/ of
    the month are expected to be depreciable assets for the given month end
    close. Any items not processed are to be reported through a backlog tracking
    process.

2.  Asset records will be created to the level of detail procedurally defined by
    Genuity.

3.  Transfers, retirements, sales and affiliate transactions are transmitted to
    the SSC by the 15/th/ of the month and are expected to be booked prior to
    the given month end close.

4.  Location database updates will be provided on a 24-hour turnaround.

5.  A depreciation roll-forward is expected for each month by the 3/rd/ business
    day after the posting of depreciation. This roll-forward should document the
    change in depreciation by company code broken out by the impact of
    additions, fully depreciated assets, and retirements.

6.  Support document retrieval for records on transfers, affiliate sales, and
    retirements will be provided on a 48-hour turn-around basis.

Pricing Structure with respect to Asset Accounting Services:
------------------------------------------------------------

Genuity shall pay GTE a monthly fee of $42,000 for the Services described
herein.

Changes or requests that necessitate the use of manual efforts instead of
current system processes, or up-front meetings, conference calls, training,
consulting, or other similar services to be billed at the rate of $25.00
(twenty-five dollars) per hour, plus any travel related costs if appropriate.

Any system cost increases attributable to Genuity, imposed by third party
vendors due to systems changes desired by Genuity such as license or user fees,
programming fees or maintenance fees, shall be paid by Genuity.

GTE SERVICE CORPORATION                      GENUITY SOLUTIONS INC.


By:___________________________               By:________________________

Title:________________________               Title:_____________________

Date:_________________________               Date:______________________

                                                                  Page 11 of 122
<PAGE>

Exhibit A


Note:  The sheets included in the Excel worksheet file referenced above are
attached to this document immediately following this page.

                                                                  Page 12 of 122
<PAGE>

                               STATEMENT OF WORK
                               -----------------

                           HUMAN RESOURCES SERVICES
                           ------------------------

This Statement of Work ("SOW") is appended to the agreement dated ____________,
2000, by and between Genuity Solutions Inc. ("Genuity") and GTE Service
Corporation ("GTE") and shall be governed by the terms and conditions thereof.
The services described herein shall be provided by GTE to Genuity for a period
of three months beginning on the date of the agreement.

SUMMARY:

GTE administers human resources matters in an efficient and centralized manner
and wishes to make this administrative expertise available to Genuity so that
employees experience an orderly transition from GTE to Genuity. Similarly,
Genuity wishes to retain access to certain aspects of GTE's human resources
administrative expertise until such time as Genuity can develop its own
expertise in this area. Accordingly, GTE and Genuity are entering into this SOW,
which will govern the parties' relationship with respect to various human
resources matters, including employee benefits services, general human resources
administrative services, employee data warehousing, development of a company
intranet, health and welfare benefits funding matters, and development of a
benefits delivery system. By its terms, this SOW will govern the parties
relationship in this regard for a period of three months from the date of the
agreement between GTE and Genuity. However, it is anticipated that this SOW will
be extended through December 31, 2000. Under the terms of this SOW, GTE shall
have no role in hiring or terminating Genuity employees.

EMPLOYEE BENEFITS SERVICES:

For the purposes of this document, "Employee Benefits Plans" is comprised of,
and limited to the following: CHOICES health, dental, disability, FRP, HMO,
DHMO, Life Insurance, AD&D, prescription, vision, adoption assistance, personal
lines of insurance, survivor support programs and long term care.

1.   Provide assistance to Genuity on an as needed basis in performing various
     administrative functions under employee benefit plans.

     .  Consult with Genuity on administrative interpretations of employee
        benefit plan provisions.

     .  Provide Genuity with information regarding historical practices with
        regard to employee benefit plan administration.

Note:  The above benefits-related information is not accessible via a GTE web
                                                 ---
site.

                                                                   Page 1 of 155
<PAGE>

Genuity's Responsibilities with respect to Employee Benefits Services
---------------------------------------------------------------------

Genuity understands and agrees that any involvement by GTE with Genuity's
employee benefit plans will be in an advisory or consultative capacity and not
                                                                           ---
in a fiduciary capacity. This includes, but is not limited to the Claims and
Appeals processes. As between GTE and Genuity, all fiduciary responsibility and
accountability remains at all times with Genuity.

Genuity will act as the point of contact with all vendors for any matter
relating to fiduciary and plan design issues, with GTE acting merely in an
advisory or consultative capacity. GTE will act as the point of contact with all
vendors for all other issues.

Genuity shall provide all information/instruction regarding its employees,
employee benefit plans, and vendors as GTE may require to fulfill its
obligations.

Genuity agrees to provide a quarterly report of all former GTE employees that
terminate or retire from Genuity. This information should be provided to the
Director, Executive Compensation Administration and Director, Benefits
Administration. This information will be used to ensure these employees receive
any appropriate GTE benefits as a result of their prior GTE service.

Pricing Structure for Employees Benefits Services
-------------------------------------------------

GTE COSTS:

Genuity shall pay GTE at a rate of $5,400 per month, plus any travel expenses
incurred.

Programming or system work for any employee benefits administrative services to
be billed separately at a rate to be mutually agreed upon.

Genuity will pay GTE actual costs incurred resulting from any GTE system
modifications for Genuity-specific administrative or plan design changes.

EXTERNAL VENDOR COSTS:

Genuity will pay GTE's costs for any increased vendor charges (directly to the
vendor, unless otherwise specified) associated with Genuity-specific
administrative or plan design changes. Additionally, Genuity will be invoiced
separately for regular, ongoing administrative services provided by vendor, for
the exclusive benefit of Genuity.

                                                                   Page 2 of 155
<PAGE>

OTHER HUMAN RESOURCES ADMINISTRATIVE SERVICES

1.   Provide assistance to Genuity on an as needed basis in accomplishing
     various other administrative human resources services including:

     .  Training Administration: training registration and scheduling, shipment
        of training materials and other miscellaneous support for Genuity
        employees on an as-needed basis;

     .  Educational Assistance Administration;

     .  Relocation Services Administration; and

     .  Although no other specific services will be provided by GTE in the areas
        of Employee Services Operations or Support, other than those
        specifically described herein, it is anticipated that some amount of
        transition support, as well various technical support will be required
        by Genuity on an as needed basis.

                                                                   Page 3 of 155
<PAGE>

Pricing Structure:
-----------------

Genuity will pay actual vendor costs incurred for the delivery of these services
and will pay GTE's costs for any increased vendor charges (directly to the
vendor, unless otherwise specified) associated with Genuity-specific
administrative or plan design changes.

For Training Administration Services, Genuity shall pay GTE at a rate of $25.00
per hour, plus any travel expenses incurred, to be invoiced monthly.

For Employee Services Operations/Support transitional and/or technical support,
Genuity shall pay GTE at a rate of $40.00 per hour, plus any travel expenses
incurred, to be invoiced monthly.

Programming or system work for any administrative services to be billed
separately at a rate to be mutually agreed upon.

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes.

                                                                   Page 4 of 155
<PAGE>

2.   Provide support in the area of Workforce Development, specifically related
     to providing non-strategic course development and delivery on an as-needed
     basis

Pricing Structure:
-----------------

Genuity shall pay GTE the following rates on an as needed basis:

Programming or system work for any administrative services to be billed
separately at a rate to be mutually agreed upon.

                                                       --------------------
                                                               Price
                                                            Per Student
                                                               Hour
---------------------------------------------------------------------------
Sales & Marketing Delivery                              $              40
MMDP (Marketing Mgmt Development Program) Delivery      $              46

Technical Delivery                                      $              15

IT Training                                             $              37

Management Delivery                                     $              30

----------------------------------------------------------------------------

----------------------------------------------------------------------------
Curriculum Maint. & Development ($/curriculum
                                 developer hour)        $              85
(Represents average cost and is subject to adjustment
based on project)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Alternative Delivery License Fees                          Annual Cost
                                              SkillSoft $          71,625
                                  NETg/Smartforce/Other $         262,259
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Leadership Development                                     Per Session
----------------------------------------------------------------------------
                                LDW LD Workshop (1 day) $          14,888
                         LDM LD for Management (3 days) $          56,107
  LDC LD for Coaches & Individual Contributors (2 days) $          20,523
                  LDS LD for Senior Executives (2 days) $          50,512

----------------------------------------------------------------------------

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes or software changes.

3.   Employee Opinion Survey (Viewpoints)

     .   Conduct Employee Opinion Surveys on behalf of Genuity utilizing current
         process and program.

     .   Genuity will be administered as part of the main Viewpoints study.

                                                                   Page 5 of 155
<PAGE>

     .   Includes monthly distribution and reporting (approximately 300 per
         month, 3,600 annually)

Pricing Structure:
-----------------

Genuity shall pay GTE as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                        DUE                             COST
------------------------------------------------------------------------------------------------
<S>                                     <C>                             <C>
 Initial set-up costs including         One Time                        $1,000
 questionnaire and  Internet
 Survey revisions
------------------------------------------------------------------------------------------------
 Basic Study Costs                      Monthly                         $1,200
------------------------------------------------------------------------------------------------
 Printing, paper,                       Monthly                         $  150
 communication, promotion
------------------------------------------------------------------------------------------------
 TOTAL                                                                  One Time: $1,000
                                                                        Ongoing/monthly: $1,350
------------------------------------------------------------------------------------------------
</TABLE>

Programming or system work for any employee opinion survey services to be billed
separately at a rate to be mutually agreed upon.

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes or software changes.

Genuity's Responsibilities with respect to Other Human Resources Administrative
-------------------------------------------------------------------------------
Services
--------

Genuity understands and agrees that any involvement by GTE with Genuity's other
Human Resources Administrative Services will be in an advisory or consultative
capacity and not in a fiduciary capacity. As between GTE and Genuity, all
             ---
fiduciary responsibility and accountability remains at all times with Genuity.

Genuity will act as the point of contact with all vendors for any matter
relating to fiduciary and plan design issues, with GTE acting merely in an
advisory or consultative capacity. GTE will act as the point of contact with all
vendors for all other issues.

EMPLOYEE DATA WAREHOUSE DEVELOPMENT AND SUPPORT:

1.   Develop Employee Data Warehouse logical view for Genuity Employees.

     .  Data will be a subset of GTE Employee Data Warehouse data elements

     .  Data will initially consist of SAP current and chronological history
        only

                                                                   Page 6 of 155
<PAGE>

     .  The data will be a direct extract from source systems and will have
        minimal cleanup

     .  Connectivity via ODBC will be provided to Genuity who will be
        responsible for their own reporting tools

2.   Maintain Employee Data Warehouse View for Genuity and provide Help Desk
     support on an as needed basis.

     .  Provide regular feeds to Genuity Employee Data Warehouse View from SAP

     .  Make minor changes to view data elements and structure

     .  Maintain security profiles and provide access to the Employee Data
        Warehouse

     .  Provide first level help desk support for questions on connectivity

     .  Provide option to Genuity to incorporate new data elements and
        functionality in their Employee Data Warehouse view if and when they do
        become available in the GTE Employee Data Warehouse. The cost will be
        negotiated separately.

     .  Cost does not include training which will be negotiated separately.

                                                                   Page 7 of 155
<PAGE>

Pricing Structure for Employee Data Warehouse Development and Support:
---------------------------------------------------------------------

The pricing quoted below takes into account the work involved in providing the
following services:

Development

Obtain and map required data elements
Create logical data view
Provide load balancing
Test logical data view
User Acceptance Testing (UAT)
Assign security profiles and give users access to view
Provide ODBC connectivity

Annual Support

First level help desk for questions on connectivity
Periodic refresh of view (Periodicity TBC)
Backup and Recovery support
Add new authorized user to view
Add new security profiles

------------------------------------------------------------------------------
          Item                        Cost Category         Total Price
------------------------------------------------------------------------------

 .  Annual Support Costs
    ($3,383/month)                 RECURRING                  $40,590
                                   (ANNUAL)
-----------------------------------------------------------------------------

 .  Development
                                   ONE TIME                   $16,667
-----------------------------------------------------------------------------

 .  Total Price - first year                                  $57,257
-----------------------------------------------------------------------------

Genuity will pay an additional amount to be negotiated separately if it needs
any data element not in the current GTE Employee Data Warehouse or additional
functionality not outlined in the current document.

HR.GTE.COM:

For the purposes of this document, "HR.GTE.COM" is comprised of, and limited to
the following: Intranet Website shell with design, navigation, and Icons, for
page levels zero and one.

                                                                   Page 8 of 155
<PAGE>

Assumptions:
1.   No outerface links will be provided under this SOW.
2.   No specific content will be included under this SOW. Note: All hr.gte.com
     content is deemed to be GTE proprietary and will not be covered by this
     SOW.
3.   This SOW includes a one-time copy of existing homepage and level one page
     structures only.
4.   Education & Training and Career Development and Training (CDAT) content and
     functionality are not covered under this SOW. This can be explored with and
     provided by Jim Roach.
5.   No other specific services will be provided by GTE in the areas of
     HR.GTE.COM Operations or Support.

Pricing Structure for HR.GTE.COM:
--------------------------------

GTE Prices: All prices associated with this SOW are based on the number of hours
to create and deliver a shell version of hr.gte.com.

Pricing Structure: Genuity shall pay the following one-time costs:

---------------------------------------------------------------------------
             Item                       Cost Category        Total Price
---------------------------------------------------------------------------
 .   Initial Setup Level Zero through
    One pages of hr.gte.com
    production site                      ONE TIME                $2,837

 .   Place shell on separate
    environment and quality assure
    product
 .   Package product for shipment
---------------------------------------------------------------------------

 .   Total Price                                                  $2,837
---------------------------------------------------------------------------


HEALTH & WELFARE FUNDING SERVICES:

1.   Provide administrative support to Genuity for employee Benefit Finance
     Information System (BFIS).

     .  Input continually updated enrollment information into BFIS.

     .  Calculate monthly premiums to be paid to trust/custodial account.

     .  Calculate amounts paid by trust/custodial account to vendors.

     .  Monitor claims paid by custodial account to self-insured vendors and
        report activity to Genuity.

     .  Advise self-insured vendors of administrative expense amounts generated
        by the self-bill process.

                                                                   Page 9 of 155
<PAGE>

     .  Maintain BFIS internal tables consistent with Genuity plan design.

     .  Provide management reports to maintain health care plan performance.

     .  Provide report of year-end claims outstanding.

2.   Provide administrative support to Genuity with regard to its health and
     welfare trust or custodial account.

     .  Calculate monthly payments to and from trust/custodian.

     .  Execute payments from trust/custodian.

     .  Reconcile trust activity between Genuity and the trustee/custodian.

3.   Provide Genuity with benefit accounting guidance, cost analysis, and
     funding strategies.

     .  Estimate annual cost and funding based on plan design and past
        experience (to be used for budget and strategic plan projections).

     .  Estimate annual cash commitments.

4.   Provide Genuity with financial analysis for employee benefit plan financial
     analysis.

     .  Provide historical data from BFIS database to support benefit plan
        financial analysis.

5.   Oversee the completion of annual governmental reporting obligations.

     .  Prepare Form 5500 (Annual Report) for all ERISA-governed employee
        benefit plans required to file Form 5500 each year.

     .  Prepare Summary Annual Reports (SARs) as required.

     .  Prepare Form 990 as required.

Genuity's Responsibilities with respect to Health & Welfare Funding Services
----------------------------------------------------------------------------

Genuity understands and agrees that any involvement by GTE with Genuity's
employee benefit plans will be in an advisory or consultative capacity and not
                                                                           ---
in a fiduciary capacity. As between GTE and Genuity, all fiduciary
responsibility and accountability remains at all times with Genuity.

Genuity shall provide all information/instruction regarding its employees,
employee benefit plans, and vendors as GTE may require to fulfill its
obligations.

                                                                  Page 10 of 155
<PAGE>

Genuity understands and agrees that any proposed changes to plan design or
vendor choice must be compatible with BFIS.

Pricing Structure for Health & Welfare Funding Services
-------------------------------------------------------

            Item                       Cost Category          Amount
----------------------------------------------------------------------------

 .   Health & Welfare Benefits
    Funding Annual Charge               RECURRING             $40,500


----------------------------------------------------------------------------

 .    Initial Set Up Costs to
     Establish Genuity as a
     Separate Entity                    ONE TIME              $20,500

----------------------------------------------------------------------------

 .   Total                                                     $61,000
----------------------------------------------------------------------------

Genuity will pay an additional amount to be negotiated separately if GTE cannot
use BFIS to complete its obligations or if any third parties do not continue to
perform their current duties or if additional vendor charges (e.g., software
usage) are imposed upon GTE.


QUINCY PROCESSING CENTER - BENEFITS DELIVERY SYSTEM

For the purposes of this SOW, Benefits Delivery System represents the system
that interfaces with the GTE Payroll systems and the benefit plan vendors as
listed below.

                                                                  Page 11 of 155
<PAGE>

SERVICES
---------

1.   Reconcile and control interfaces from GTE SAP Payroll system

2.   Authorize funds transfers to benefit vendors.

3.   Edit and post data to the Benefits Delivery System Data Base.

4.   Process manual payments and adjustments.

5.   Create outerfaces to vendors based on their specific data requirements,
     file formats, and timing requirements.

       Fidelity Investments
       KVI
       MetLife
       Smith Barney
       Federal  & State Political Action Committee (PAC)
       Hewitt Associates
       AYCO
       TALX
       CORE
       Cendant
       Arthur Andersen
       Edcor
       Other vendors to be mutually agreed upon

6.   Receive and process interface from vendors to GTE Payrolls.


ASSUMPTIONS
-----------

 .  There will be no physical separation of data on the QPC Benefits Delivery
   System (BDS).
 .  Assume no vendor changes.
 .  Assume that Flexible Benefit dollars (GUL, PLP/LTC, FRP, PAC) for Genuity can
   be co-mingled with GTE Flex Ben $ on one interface to the vendors. If a
   separate interface is required to vendors for Genuity information and
   dollars, then a new development SOW would be required.
 .  Assume a separate reconciliation for Genuity.
 .  Assume that the QPC may potentially submit subsequent SOWs as details of the
   Genuity benefits become more defined. At that time, we will evaluate what
   additional time and costs will be necessary in order to provide the agreed
   upon services.

                                                                  Page 12 of 155
<PAGE>

Pricing:
--------

-----------------------------------------------------------------------------
          Item                     Cost Category               Total Price
-----------------------------------------------------------------------------
 .   Benefit Delivery System
    Operations ($88,883/month)      RECURRING                  $1,066,594

-----------------------------------------------------------------------------

 .   Total Price (Annual)                                       $1,066,594
-----------------------------------------------------------------------------


QUINCY PROCESSING CENTER: PENSTAR INTERFACE SYSTEM (INTERFACE TO GTE'S PENSION
CALCULATION SYSTEM AT HEWITT)

SERVICES:

None

ASSUMPTIONS
-----------

The QPC will not track hours and earnings for the Genuity employees.
Hewitt will the employees that are due future GTE Pensions.

COSTS
-----

None


QUINCY PROCESSING CENTER - PENSION PAYROLL SYSTEM:

Services
--------

None

ASSUMPTIONS
-----------

No retirees transfer to Genuity and there are no new retirees.

COSTS
-----

None

                                                                  Page 13 of 155
<PAGE>

GENERAL ASSUMPTIONS

General SOW Assumptions/Provisions for Employee Data Warehouse Development and
Support, HR.GTE.COM, Quincy Processing Center--Benefits Delivery System, Quincy
Processing Center: Penstar Interface System (Interface To Gte's Pension
Calculation System At Hewitt), and Quincy Processing Center--Pension Payroll
System:

1.   The HR/Payroll tasks are outlined in several SOWs. HR Technology and
     Information Services tasks in support of non-SAP systems are outlined
     within this SOW. HR Technology and Information Services tasks in support of
     the SAP System are covered under the SAP SOW. Payroll Service Center (PSC)
     tasks are outlined in Finance Functional SOW.

2.   The HR SOWs assume that all services performed for Genuity will continue in
     a similar manner as performed today unless otherwise noted. Only those
     tasks outlined within this SOW shall be performed. Any tasks not outlined
     within this SOW would require a contractual direction from the GTE Account
     Manager.

3.   (GTE Account Manager) is the Genuity point of contact for all contractual
     matters related to this SOW. Any requests for any changes to tasks or new
     functionality should be forwarded in writing to (GTE Account Manager).

4.   The estimates outlined in this SOW assume support for 3,800 Genuity
     employees. If this number increases, the resources assigned to support
     Genuity would need to be reassessed.

5.   It is expected that there will be several changes to the work outlined
     within these SOWs over the next several weeks as benefit plans and other
     specific Genuity processes become finalized. A key point to remember is
     that these types of changes cannot be implemented overnight.

6.   Maintenance tasks within this SOW are for minor Business As Usual (BAU)
     tasks in support of production. If there are any BAU changes/modifications
     beyond minor maintenance, such as mass re-organizations, benefit plan
     changes, new functionality, etc., these changes/modifications will be
     incorporated into a new development SOW. Specific tasks, prices and
     schedules would be developed for the agreed upon SOW.

7.   Genuity agrees to review HR audit reports and act upon any errors
     identified in a timely manner to ensure data integrity within the system
     and with downstream vendors.

8.   Upgrades/Enhancements: For any systems where a common development
     environment exists, e.g., SAP, Employee Data Warehouse (EDW), Quincy
     Processing Center (QPC) systems, agrees to abide by the standards, changes,
     upgrades, and enhancements that have been, or will be, developed and

                                                                  Page 14 of 155
<PAGE>

     implemented across the environment. A proportion of the on-going
     development tasks will be apportioned to Genuity in the same manner as
     production costs as allocated. Examples include Employee Self Service (ESS)
     enhancements, Manager's Desktop, On-line Org Charts. Genuity will
     participate in a user forum to assist in prioritizing these enhancements.

     Should Genuity desire to not abide by, and share appropriate costs for, the
     baseline system configuration and associated upgrades and enhancements, a
     completely separate physical environment for Genuity would be warranted.
     GTE would be pleased to develop a technical and cost proposal for such work
     at the request of Genuity.

9.   This SOW highlights both production tasks and one-time development tasks
     that must also be performed to set up or establish the systems environment
     for Genuity.


     GTE SERVICE CORPORATION            GENUITY SOLUTIONS INC.

By:___________________________      By:___________________________

Title:__________________________    Title:__________________________

                                                                  Page 15 of 155
<PAGE>

                                                                    ATTACHMENT 2

                               STATEMENT OF WORK
                               -----------------

                            HUMAN RESOURCES SERVICES
                            ------------------------

This Statement of Work ("SOW") is appended to the agreement dated ____________,
2000, by and between Genuity Solutions Inc. ("Genuity") and GTE Service
Corporation ("GTE") and shall be governed by the terms and conditions thereof.
The services described herein shall be provided by GTE to Genuity for a period
of three months beginning on the date of the agreement.

SUMMARY:

GTE administers human resources matters in an efficient and centralized manner
and wishes to make this administrative expertise available to Genuity so that
employees experience an orderly transition from GTE to Genuity. Similarly,
Genuity wishes to retain access to certain aspects of GTE's human resources
administrative expertise until such time as Genuity can develop its own
expertise in this area. Accordingly, GTE and Genuity are entering into this SOW,
which will govern the parties' relationship with respect to various human
resources matters, including employee benefits services, general human resources
administrative services, employee data warehousing, development of a company
intranet, health and welfare benefits funding matters, and development of a
benefits delivery system. By its terms, this SOW will govern the parties
relationship in this regard for a period of three months from the date of the
agreement between GTE and Genuity. However, it is anticipated that this SOW will
be extended through December 31, 2000. Under the terms of this SOW, GTE shall
have no role in hiring or terminating Genuity employees.

EMPLOYEE BENEFITS SERVICES:

For the purposes of this document, "Employee Benefits Plans" is comprised of,
and limited to the following: CHOICES health, dental, disability, FRP, HMO,
DHMO, Life Insurance, AD&D, prescription, vision, adoption assistance, personal
lines of insurance, survivor support programs and long term care.

1.  Provide assistance to Genuity on an as needed basis in performing various
    administrative functions under employee benefit plans.

    .  Consult with Genuity on administrative interpretations of employee
       benefit plan provisions.

    .  Provide Genuity with information regarding historical practices with
       regard to employee benefit plan administration.

Note:  The above benefits-related information is not accessible via a GTE web
                                                 ---
site.

                                                                   Page 1 of 155
<PAGE>

Genuity's Responsibilities with respect to Employee Benefits Services
---------------------------------------------------------------------

Genuity understands and agrees that any involvement by GTE with Genuity's
employee benefit plans will be in an advisory or consultative capacity and not
                                                                           ---
in a fiduciary capacity. This includes, but is not limited to the Claims and
Appeals processes. As between GTE and Genuity, all fiduciary responsibility and
accountability remains at all times with Genuity.

Genuity will act as the point of contact with all vendors for any matter
relating to fiduciary and plan design issues, with GTE acting merely in an
advisory or consultative capacity. GTE will act as the point of contact with all
vendors for all other issues.

Genuity shall provide all information/instruction regarding its employees,
employee benefit plans, and vendors as GTE may require to fulfill its
obligations.

Genuity agrees to provide a quarterly report of all former GTE employees that
terminate or retire from Genuity. This information should be provided to the
Director, Executive Compensation Administration and Director, Benefits
Administration. This information will be used to ensure these employees receive
any appropriate GTE benefits as a result of their prior GTE service.

Pricing Structure for Employees Benefits Services
-------------------------------------------------

GTE COSTS:

Genuity shall pay GTE at a rate of $5,400 per month, plus any travel expenses
incurred.

Programming or system work for any employee benefits administrative services to
be billed separately at a rate to be mutually agreed upon.

Genuity will pay GTE actual costs incurred resulting from any GTE system
modifications for Genuity-specific administrative or plan design changes.

EXTERNAL VENDOR COSTS:

Genuity will pay GTE's costs for any increased vendor charges (directly to the
vendor, unless otherwise specified) associated with Genuity-specific
administrative or plan design changes. Additionally, Genuity will be invoiced
separately for regular, ongoing administrative services provided by vendor, for
the exclusive benefit of Genuity.

                                                                   Page 2 of 155
<PAGE>

OTHER HUMAN RESOURCES ADMINISTRATIVE SERVICES

1.  Provide assistance to Genuity on an as needed basis in accomplishing various
    other administrative human resources services including:

    .   Training Administration: training registration and scheduling, shipment
        of training materials and other miscellaneous support for Genuity
        employees on an as-needed basis;

    .   Educational Assistance Administration;

    .   Relocation Services Administration; and

    .   Although no other specific services will be provided by GTE in the areas
        of Employee Services Operations or Support, other than those
        specifically described herein, it is anticipated that some amount of
        transition support, as well various technical support will be required
        by Genuity on an as needed basis.

                                                                   Page 3 of 155
<PAGE>

Pricing Structure:
-----------------

Genuity will pay actual vendor costs incurred for the delivery of these services
and will pay GTE's costs for any increased vendor charges (directly to the
vendor, unless otherwise specified) associated with Genuity-specific
administrative or plan design changes.

For Training Administration Services, Genuity shall pay GTE at a rate of $25.00
per hour, plus any travel expenses incurred, to be invoiced monthly.

For Employee Services Operations/Support transitional and/or technical support,
Genuity shall pay GTE at a rate of $40.00 per hour, plus any travel expenses
incurred, to be invoiced monthly.

Programming or system work for any administrative services to be billed
separately at a rate to be mutually agreed upon.

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes.

                                                                   Page 4 of 155
<PAGE>

2.  Provide support in the area of Workforce Development, specifically related
    to providing non-strategic course development and delivery on an as-needed
    basis

Pricing Structure:
-----------------

Genuity shall pay GTE the following rates on an as needed basis:

Programming or system work for any administrative services to be billed
separately at a rate to be mutually agreed upon.




                                                              -----------------
                                                                   Price
                                                                Per Student
                                                                    Hour
-------------------------------------------------------------------------------
Sales & Marketing Delivery                                      $           40
MMDP (Marketing Mgmt Development Program) Delivery              $           46


Technical Delivery                                              $           15

It Training                                                     $           37


Management Delivery                                             $           30

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Curriculum Maint. & Development ($/curriculum developer hour)   $           85
(Represents average cost and is subject to adjustment based
on project)
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Alternative Delivery License Fees                                  Annual Cost
                                                     SkillSoft  $       71,625
                                         NETg/Smartforce/Other  $      262,259
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Leadership Development                                             Per Session
-------------------------------------------------------------------------------
                                       LDW LD Workshop (1 day)  $       14,888
                                LDM LD for Management (3 days)  $       56,107
         LDC LD For Coaches & Individual Contributors (2 days)  $       20,523
                          LDS LD for Senior Executive (2 days)  $       50,512
-------------------------------------------------------------------------------

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes or software changes.

3.   Employee Opinion Survey (Viewpoints)

     .    Conduct Employee Opinion Surveys on behalf of Genuity utilizing
          current process and program.

     .    Genuity will be administered as part of the main Viewpoints study.



                                                                   Page 5 of 155
<PAGE>

     .    Includes monthly distribution and reporting (approximately 300 per
          month, 3,600 annually)

Pricing Structure:
-----------------

Genuity shall pay GTE as follows:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                   DUE                              COST
------------------------------------------------------------------------------------------------
<S>                                <C>                              <C>
Initial set-up costs               One Time                         $1,000
including questionnaire and
Internet  Survey revisions
------------------------------------------------------------------------------------------------
Basic Study Costs                  Monthly                          $1,200
------------------------------------------------------------------------------------------------
Printing, paper,                   Monthly                          $  150
communication, promotion
------------------------------------------------------------------------------------------------
TOTAL                                                               One Time: $1,000
                                                                    Ongoing/monthly: $1,350
------------------------------------------------------------------------------------------------
</TABLE>

Programming or system work for any employee opinion survey services to be billed
separately at a rate to be mutually agreed upon.

Genuity will be billed separately for actual costs incurred by GTE for any GTE
system modifications for Genuity-specific administrative or program design
changes or software changes.

Genuity's Responsibilities with respect to Other Human Resources Administrative
-------------------------------------------------------------------------------
Services
--------

Genuity understands and agrees that any involvement by GTE with Genuity's other
Human Resources Administrative Services will be in an advisory or consultative
capacity and not in a fiduciary capacity. As between GTE and Genuity, all
             ---
fiduciary responsibility and accountability remains at all times with Genuity.

Genuity will act as the point of contact with all vendors for any matter
relating to fiduciary and plan design issues, with GTE acting merely in an
advisory or consultative capacity.  GTE will act as the point of contact with
all vendors for all other issues.

EMPLOYEE DATA WAREHOUSE DEVELOPMENT AND SUPPORT:

1.  Develop Employee Data Warehouse logical view for Genuity Employees.

    .  Data will be a subset of GTE Employee Data Warehouse data elements

    .  Data will initially consist of SAP current and chronological history only


                                                                   Page 6 of 155
<PAGE>

    .  The data will be a direct extract from source systems and will have
       minimal cleanup

    .  Connectivity via ODBC will be provided to Genuity who will be responsible
       for their own reporting tools

2.  Maintain Employee Data Warehouse View for Genuity and provide Help Desk
    support on an as needed basis.

    .  Provide regular feeds to Genuity Employee Data Warehouse View from SAP

    .  Make minor changes to view data elements and structure

    .  Maintain security profiles and provide access to the Employee Data
       Warehouse

    .  Provide first level help desk support for questions on connectivity

    .  Provide option to Genuity to incorporate new data elements and
       functionality in their Employee Data Warehouse view if and when they do
       become available in the GTE Employee Data Warehouse. The cost will be
       negotiated separately.

    .  Cost does not include training which will be negotiated separately.


                                                                   Page 7 of 155
<PAGE>

Pricing Structure for Employee Data Warehouse Development and Support:
---------------------------------------------------------------------

The pricing quoted below takes into account the work involved in providing the
following services:

Development

Obtain and map required data elements
Create logical data view
Provide load balancing
Test logical data view
User Acceptance Testing (UAT)
Assign security profiles and give users access to view
Provide ODBC connectivity

Annual Support

First level help desk for questions on connectivity
Periodic refresh of view (Periodicity TBD)
Backup and Recovery support
Add new authorized user to view
Add new security Profiles
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                  Item                           Cost Category              Total Price
----------------------------------------------------------------------------------------------
<S>                                              <C>                        <C>

 .  Annual Support Costs ($3,383/month)             RECURRING
                                                   (ANNUAL)                  $40,590
----------------------------------------------------------------------------------------------

 .  Development
                                                   ONE TIME                  $16,667
----------------------------------------------------------------------------------------------

 .  Total Price - first year                                                  $57,257
----------------------------------------------------------------------------------------------
</TABLE>

Genuity will pay an additional amount to be negotiated separately if it needs
any data element not in the current GTE Employee Data Warehouse or additional
functionality not outlined in the current document.

HR.GTE.COM:

For the purposes of this document, "HR.GTE.COM" is comprised of, and limited to
the following:  Intranet Website shell with design, navigation, and Icons, for
page levels zero and one.

                                                                   Page 8 of 155
<PAGE>

Assumptions:
1.  No outerface links will be provided under this SOW.
2.  No specific content will be included under this SOW. Note: All hr.gte.com
    content is deemed to be GTE proprietary and will not be covered by this SOW.
3.  This SOW includes a one -time copy of existing homepage and level one page
    structures only.
4.  Education & Training and Career Development and Training (CDAT) content and
    functionality are not covered under this SOW.  This can be explored with and
    provided by Jim Roach.
5.  No other specific services will be provided by GTE in the areas of
    HR.GTE.COM Operations or Support.

Pricing Structure for HR.GTE.COM:
--------------------------------

GTE Prices:  All prices associated with this SOW are based on the number of
hours to create and deliver a shell version of hr.gte.com.

Pricing Structure:  Genuity shall pay the following one-time costs:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------
                  Item                       Cost Category             Total Price
---------------------------------------------------------------------------------------------
<S>                                          <C>                       <C>
 .  Initial Setup Level Zero through One
   pages of hr.gte.com production site
 .  Place shell on separate environment       ONE TIME                        $2,837
   and quality assure product
 .  Package product for shipment
---------------------------------------------------------------------------------------------

 .  Total Price                                                               $2,837
---------------------------------------------------------------------------------------------
</TABLE>

HEALTH & WELFARE FUNDING SERVICES:

1.   Provide administrative support to Genuity for employee Benefit Finance
     Information System (BFIS).

     .   Input continually updated enrollment information into BFIS.

     .   Calculate monthly premiums to be paid to trust/custodial account.

     .   Calculate amounts paid by trust/custodial account to vendors.

     .   Monitor claims paid by custodial account to self-insured vendors and
         report activity to Genuity.

     .   Advise self-insured vendors of administrative expense amounts generated
         by the self-bill process.

                                                                   Page 9 of 155
<PAGE>

     .   Maintain BFIS internal tables consistent with Genuity plan design.

     .   Provide management reports to maintain health care plan performance.

     .   Provide report of year-end claims outstanding.

2.   Provide administrative support to Genuity with regard to its health and
     welfare trust or custodial account.

     .   Calculate monthly payments to and from trust/custodian.

     .   Execute payments from trust/custodian.

     .   Reconcile trust activity between Genuity and the trustee/custodian.

3.   Provide Genuity with benefit accounting guidance, cost analysis, and
     funding strategies.

     .   Estimate annual cost and funding based on plan design and past
         experience (to be used for budget and strategic plan projections).

     .   Estimate annual cash commitments.

4.   Provide Genuity with financial analysis for employee benefit plan financial
     analysis.

     .   Provide historical data from BFIS database to support benefit plan
         financial analysis.

5.  Oversee the completion of annual governmental reporting obligations.

     .   Prepare Form 5500 (Annual Report) for all ERISA-governed employee
         benefit plans required to file Form 5500 each year.

     .   Prepare Summary Annual Reports (SARs) as required.

     .   Prepare Form 990 as required.

Genuity's Responsibilities with respect to Health & Welfare Funding Services
----------------------------------------------------------------------------

Genuity understands and agrees that any involvement by GTE with Genuity's
employee benefit plans will be in an advisory or consultative capacity and not
                                                                           ---
in a fiduciary capacity.  As between GTE and Genuity, all fiduciary
responsibility and accountability remains at all times with Genuity.

Genuity shall provide all information/instruction regarding its employees,
employee benefit plans, and vendors as GTE may require to fulfill its
obligations.

                                                                  Page 10 of 155
<PAGE>

Genuity understands and agrees that any proposed changes to plan design or
vendor choice must be compatible with BFIS.

Pricing Structure for Health & Welfare Funding Services
-------------------------------------------------------
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                 Item                          Cost Category                 Amount
---------------------------------------------------------------------------------------------
<S>                                             <C>                           <C>

 .  Health & Welfare Benefits Funding             RECURRING
   Annual Charge                                                              $40,500
---------------------------------------------------------------------------------------------

 .  Initial Set Up Costs to Establish
   Genuity as a Separate Entity                  ONE TIME                     $20,500

---------------------------------------------------------------------------------------------
 .  Total                                                                      $61,000
---------------------------------------------------------------------------------------------
</TABLE>


Genuity will pay an additional amount to be negotiated separately if GTE cannot
use BFIS to complete its obligations or if any third parties do not continue to
perform their current duties or if additional vendor charges (e.g., software
usage) are imposed upon GTE.


QUINCY PROCESSING CENTER - BENEFITS DELIVERY SYSTEM

For the purposes of this SOW, Benefits Delivery System represents the system
that interfaces with the GTE Payroll systems and the benefit plan vendors as
listed below.

                                                                  Page 11 of 155
<PAGE>

SERVICES
---------

1.  Reconcile and control interfaces from GTE SAP Payroll system
2.  Authorize funds transfers to benefit vendors.
3.  Edit and post data to the Benefits Delivery System Data Base.
4.  Process manual payments and adjustments.
5.  Create outerfaces to vendors based on their specific data requirements, file
    formats, and timing requirements.

       Fidelity Investments
       KVI
       MetLife
       Smith Barney
       Federal  & State Political Action Committee (PAC)
       Hewitt Associates
       AYCO
       TALX
       CORE
       Cendant
       Arthur Andersen
       Edcor
       Other vendors to be mutually agreed upon

6.  Receive and process interface from vendors to GTE Payrolls.

ASSUMPTIONS
-----------

 .  There will be no physical separation of data on the QPC Benefits Delivery
   System (BDS).
 .  Assume no vendor changes.
 .  Assume that Flexible Benefit dollars (GUL, PLP/LTC, FRP, PAC) for Genuity can
   be co-mingled with GTE Flex Ben $ on one interface to the vendors. If a
   separate interface is required to vendors for Genuity information and
   dollars, then a new development SOW would be required.
 .  Assume a separate reconciliation for Genuity.
 .  Assume that the QPC may potentially submit subsequent SOWs as details of the
   Genuity benefits become more defined. At that time, we will evaluate what
   additional time and costs will be necessary in order to provide the agreed
   upon services.

                                                                  Page 12 of 155
<PAGE>

Pricing:
--------

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                 Item                          Cost Category              Total Price
---------------------------------------------------------------------------------------------
<S>                                             <C>                       <C>
 .  Benefit Delivery System Operations
   ($88,883/month)                               RECURRING                $1,066,594

---------------------------------------------------------------------------------------------

 .  Total Price (Annual)                                                   $1,066,594
---------------------------------------------------------------------------------------------
</TABLE>


QUINCY PROCESSING CENTER:  PENSTAR INTERFACE SYSTEM (INTERFACE TO GTE'S
PENSION CALCULATION SYSTEM AT HEWITT)

SERVICES:

None

ASSUMPTIONS
-----------

The QPC will not track hours and earnings for the Genuity employees.
Hewitt will flag the employees that are due future GTE Pensions.

COSTS
-----

None


QUINCY PROCESSING CENTER - PENSION PAYROLL SYSTEM:

Services
--------

None

ASSUMPTIONS
-----------

No retirees transfer to Genuity and there are no new retirees.

COSTS
-----

None


                                                                  Page 13 of 155
<PAGE>

GENERAL ASSUMPTIONS

General SOW Assumptions/Provisions for Employee Data Warehouse Development and
Support, HR.GTE.COM, Quincy Processing Center--Benefits Delivery System, Quincy
Processing Center: Penstar Interface System (Interface To Gte's Pension
Calculation System At Hewitt), and Quincy Processing Center--Pension Payroll
System:

1.   The HR/Payroll tasks are outlined in several SOWs. HR Technology and
     Information Services tasks in support of non-SAP systems are outlined
     within this SOW. HR Technology and Information Services tasks in support of
     the SAP System are covered under the SAP SOW. Payroll Service Center (PSC)
     tasks are outlined in Finance Functional SOW.

2.   The HR SOWs assume that all services performed for Genuity will continue in
     a similar manner as performed today unless otherwise noted. Only those
     tasks outlined within this SOW shall be performed. Any tasks not outlined
     within this SOW would require a contractual direction from the GTE Account
     Manager.

3.   (GTE Account Manager) is the Genuity point of contact for all contractual
     matters related to this SOW. Any requests for any changes to tasks or new
     functionality should be forwarded in writing to (GTE Account Manager).

4.   The estimates outlined in this SOW assume support for 3,800 Genuity
     employees. If this number increases, the resources assigned to support
     Genuity would need to be reassessed.

5.   It is expected that there will be several changes to the work outlined
     within these SOWs over the next several weeks as benefit plans and other
     specific Genuity processes become finalized. A key point to remember is
     that these types of changes cannot be implemented overnight.

6.   Maintenance tasks within this SOW are for minor Business As Usual (BAU)
     tasks in support of production. If there are any BAU changes/modifications
     beyond minor maintenance, such as mass re-organizations, benefit plan
     changes, new functionality, etc., these changes/modifications will be
     incorporated into a new development SOW. Specific tasks, prices and
     schedules would be developed for the agreed upon SOW.

7.   Genuity agrees to review HR audit reports and act upon any errors
     identified in a timely manner to ensure data integrity within the system
     and with downstream vendors.

8.   Upgrades/Enhancements: For any systems where a common development
     environment exists, e.g., SAP, Employee Data Warehouse (EDW), Quincy
     Processing Center (QPC) systems, agrees to abide by the standards, changes,
     upgrades, and enhancements that have been, or will be, developed and


                                                                  Page 14 of 155
<PAGE>

     implemented across the environment. A proportion of the on-going
     development tasks will be apportioned to Genuity in the same manner as
     production costs as allocated. Examples include Employee Self Service (ESS)
     enhancements, Manager's Desktop, On-line Org Charts. Genuity will
     participate in a user forum to assist in prioritizing these enhancements.

     Should Genuity desire to not abide by, and share appropriate costs for, the
     baseline system configuration and associated upgrades and enhancements, a
     completely separate physical environment for Genuity would be warranted.
     GTE would be pleased to develop a technical and cost proposal for such work
     at the request of Genuity.

9.   This SOW highlights both production tasks and one-time development tasks
     that must also be performed to set up or establish the systems environment
     for Genuity.



     GTE SERVICE CORPORATION                  GENUITY SOLUTIONS INC.

By:___________________________            By:___________________________

Title:________________________            Title:________________________


                                                                  Page 15 of 155
<PAGE>

                                                                    ATTACHMENT 3

                               STATEMENT OF WORK
                               -----------------

                          REAL ESTATE RELATED SERVICES
                          ----------------------------

This Statement of Work is appended to the Agreement for Transition Services (the
"Agreement") dated ______________, by and between Genuity Solutions Inc.
("Genuity") and GTE Service Corporation ("GTE"), and shall be governed by the
terms and conditions thereof. The services described herein shall be provided
for a period of three (3) consecutive months after the Effective Date of the
Transition Services Agreement.

The purpose of this SOW is to provide for the transition of a variety of real
estate related services. The services as described in this SOW relate to real
estate project management, real estate administration, various building services
(including dispatch center services for building-related work requests, building
maintenance services for POP sites, and invoice processing services for invoices
associated with building-related work requests), environmental and safety
services, and building security services. Genuity desires to retain GTE to
provide these services during a transitional period while Genuity hires
necessary staff, implements necessary processes and procedures, and enters into
necessary third party contracts in order to permit the smooth operation of its
business until Genuity is better prepared to handle these services independently
of GTE. None of the services set forth in this SOW are expected to continue for
longer than the initial one-year term of the Agreement.


                    REAL ESTATE PROJECT MANAGEMENT SERVICES

GTE Corporate Real Estate provides project management services for major real
estate projects, including strategic planning, design and construction
management, and accounting project control. Genuity desires to retain GTE to
provide these services as needed and requested by Genuity through written
project authorizations. Any project authorization may be terminated by either
party on 30 days written notice as set forth below.

1.   GTE shall provide real estate project management services for major real
     estate projects, as requested and ordered by Genuity through a written
     project authorization, which shall be subject to GTE's written acceptance
     and approval. Project types may include new leases, lease renewals,
     acquisitions by fee, relocations, build-to-suits and any other project
     involving real estate services. Project management services include:

     .    Evaluate project alternatives to determine cost-effective real estate
          strategies.
     .    Negotiate with outside real estate brokers and developers with respect
          to acquisitions and/or dispositions of real property.
     .    Develop total project budgets.
     .    Coordinate the work of Genuity's outside consultants, including but
          not limited to attorneys and environmental consultants.
     .    Manage the overall real estate project.

2.   GTE shall provide design and construction management services for major
     real estate projects, as requested and ordered by Genuity through a written
     project authorization, which shall be subject to GTE's written acceptance
     and approval. Project types may

                                 Page 1 of 22
<PAGE>

     include build-to-suits and any other project involving design and
     construction of real estate improvements. Design and construction
     management services include:

     .    Review Genuity's initial project assumptions and development of
          preliminary cost estimates, preliminary project programming, and
          preliminary schedule.
     .    Identify, evaluate and recommend outside project consultants.
     .    Coordinate and track the progress of overall design development and
          construction document preparation process.
     .    Manage value engineering process.
     .    Conduct construction management activities.
     .    Coordinate the work of outside design and construction consultants,
          including architects and engineers.
     .    Track and update budgets and schedules.
     .    Manage project closeout activities.

3.   GTE shall provide project control services for major real estate projects,
     as requested and ordered by Genuity through a written project
     authorization, which shall be subject to GTE's written acceptance and
     approval. Project control services include:

     .    Provide accounting project management support on all phases of a
          project plan, design, construction and closeout.
     .    Issue control guidelines and ensure that project commitments and
          expenditures are properly tracked against approved budgets.
     .    Create and update project's financial forecast (outlook).
     .    Prepare and issue a weekly project outlook to the project team.
     .    Review the project for compliance against accepted control practices
          and issue an exception report.
     .    Process approvals for contractor, developer, architect and other
          vendor change requests and reconcile approved change requests to the
          change request log and project outlook.
     .    Audit construction and professional fee invoices to ensure compliance
          to contracts, project control guidelines, and generally accepted
          accounting principles.

4.   Service Commitment. GTE shall follow all Genuity processes and procedures
     that are communicated to GTE.

Genuity's Responsibilities with respect to Real Estate Project Management
-------------------------------------------------------------------------
Services
--------

Genuity shall prepare and submit a project authorization for any real estate
project management services requested under this SOW. The project authorization
shall include a description of the project and a description of any specific
services required by Genuity as part of the project management services. In
addition, Genuity shall provide project support staff as necessary to assist in
the coordination of IT, furniture and move requirements.

Pricing Structure with respect to Real Estate Project Management Services
-------------------------------------------------------------------------

GTE may use GTE-approved subcontractors to provide any of the real estate
project management services under this SOW, with supervision of such
subcontractors to be provided by GTE. During the initial one-year term of the
agreement, Genuity shall pay GTE the following fees for these services:

                                 Page 2 of 22
<PAGE>

          GTE Project Director               $145 per hour
          GTE Project Manager                $135 per hour
          GTE Project Controller             $115 per hour
          GTE Project Accountant             $ 70 per hour
          Subcontractors                     direct cost

In addition to these fees and charges, Genuity shall reimburse GTE for (i) all
travel-related costs and expenses in accordance with the terms of the agreement,
(ii) all costs and expenses for long distance, communications, reproductions,
courier and delivery services, and postage incurred by GTE in the performance of
these services, and (iii) all costs and expenses of consultants or other 3/rd/
party services retained for or on behalf of Genuity in connection with the
performance of real estate project management services, such as appraisals,
surveys and marketing materials. GTE shall submit monthly invoices to Genuity
for the real estate project management services.

Other Specific Terms or Conditions with respect to Real Estate Project
----------------------------------------------------------------------
Management Services
-------------------

GTE may use GTE-approved subcontractors to perform any of the real estate
project management services under this SOW.

Real estate project management services may be ordered by Genuity only through a
written project authorization. All project authorizations shall be subject to
GTE's written acceptance and approval.

Any project authorization may be terminated by either party for any or no reason
upon 30 days written notice. In the event of termination, Genuity shall pay GTE
for all services performed through the date of termination.

Notwithstanding the expiration of the term of this SOW, this SOW shall remain in
effect with respect to and for the duration of any project authorization entered
into under this SOW that by its terms extends beyond the expiration of this SOW.

                      REAL ESTATE ADMINISTRATION SERVICES

GTE Corporate Real Estate provides lease administration services, new lease and
lease renewal support, and support for acquisitions and dispositions of owned
real estate. In connection with these services, real estate information is
entered into a GTE-owned real estate database. Genuity desires to use the
GTE-owned real estate database and to retain GTE to provide these services
during a transition period while Genuity builds its own real estate organization
and evaluates the service options available to it from other third party
providers. The real estate administration services may be terminated by Genuity
on 60 days written notice as set forth below.

1.   GTE shall furnish the GTE Real Estate Database for use by GTE, GTE's
     subcontractors and Genuity personnel during the term of this SOW for
     maintenance of Genuity's real estate data. Genuity's use of the GTE Real
     Estate Database is limited to the use described in this SOW and the
     services to be provided by GTE in connection therewith are expressly
     limited to the following:

                                 Page 3 of 22
<PAGE>

     .    Install a duplicate copy of the GTE Real Estate Database (RED),
          transfer to this duplicate database (Duplicate RED) all Genuity
          records residing on RED, and provide access rights to Duplicate RED to
          appropriate GTE personnel and subcontractors.
     .    If and as requested by Genuity, setup additional Genuity users on
          Duplicate RED and train Genuity personnel on use of RED.

     Genuity's rights to use Duplicate RED shall automatically terminate upon
     expiration or termination of this SOW.

2.   GTE shall provide the following real estate lease administration services:

     .    Prepare lease abstract and lease responsibility matrix for all
          executed leases. Lease abstracts shall include property information
          (such as address and square footage), rent stream during entire term,
          escalation clauses, sales tax, critical dates (such as scheduled rent
          increases and renewal options), and other special options and clauses
          (such as expansion rights and rights of first refusal)
     .    Enter lease data in Duplicate RED, including all actions required to
          set up property on Duplicate RED and entry of data from lease
          abstract.
     .    File set-up, including distribution of new lease and/or lease renewal
          notification letters to distribution list identified by Genuity,
          together with copies of lease abstract and lease responsibility
          matrix.
     .    Coordinate insurance, including communication with insurance contacts
          as identified and directed by Genuity to secure certificates of
          insurance and follow-up with landlords to insure receipt.
     .    Complete and process payment forms as identified and directed by
          Genuity.
     .    Critical date reporting, as well as on-going review of, and initiation
          of actions identified on critical date reports.
     .    Operating expense true-ups, including review of landlords' operating
          expense reconciliations to confirm consistency and compliance with
          lease terms, including accuracy of landlords' computations.
     .    Process estoppel certificates and non-disturbance, subordination and
          attornment agreements, including review and confirmation of lease
          terms and coordination of legal review by Genuity's designated legal
          counsel.
     .    "Lease-To" administration, including preparation of forms for billing
          tenants and subtenants for all leases-to's and subleases, notification
          of rent payment adjustments, processing insurance certificates, and
          abstracting new leases.
     .    Process standard reports from information resident in Duplicate RED.
     .    Budget support, such as provision of current rent information with
          projected base rent increases and estimated operating expense
          adjustments.
     .    Administer landlord/tenant communications, including escalation point
          of contact with landlords on maintenance issues and follow-up with
          Genuity and preparation of letters to landlords to communicate address
          or reporting changes.

3.   GTE shall provide new lease and complex lease renewal administrative
     support, specifically:

     .    Database input, including entry of request/assignment in Duplicate RED
          and coordination of responsibilities concerning the new lease or
          complex renewal.
     .    On-going coordination and communication among all responsible persons.

                                 Page 4 of 22
<PAGE>

     .    Coordinate and process internal approval documentation based on
          approval matrix submitted by Genuity and as otherwise identified and
          directed by Genuity, such as preparation of financial analyses and
          Genuity requisition forms, comparison of business case information
          with financial analyses to conform to Genuity requirements, and
          tracking of internal approval documents until fully executed.
     .    Lease document review and preparation of proposed revisions and
          comments.
     .    Coordinate legal review by Genuity's designated legal counsel.
          Submit approved lease documentation for execution.
     .    Weekly review of all current files, participation in project meetings
          for communication with Genuity team, and preparation of any
          correspondence or additional documents to resolve special issues.

4.   GTE shall provide administrative support for simple lease renewals,
     specifically:

     .    Coordinate and process internal approval documentation based on
          approval matrix submitted by Genuity and as otherwise identified and
          directed by Genuity.
     .    Review of lease document for terms and conditions of renewal.
     .    Prepare notification letters to landlords.
     .    Communicate with individuals designated by Genuity to ensure that rent
          payments are current during the renewal phase.
     .    Coordinate legal review by Genuity's designated legal counsel.
     .    Submit approved documentation for execution.

5.   GTE shall provide administrative support for "lease-to's" (both affiliate
     and non-affiliate transactions), specifically:

     .    Receive and review initial request from prospective tenant, and
          coordinate completion of any requisite internal approval forms based
          on approval matrix submitted by Genuity and as otherwise identified
          and directed by Genuity.
     .    Determine fair market value for lease rate.
     .    Coordinate and process any internal approvals as identified and
          directed by Genuity.
     .    Respond to questions and requests and participate in meetings as
          necessary.
     .    Prepare lease document and coordinate legal review and approval by
          Genuity's designated legal counsel.
     .    Circulate approved lease documents for execution.

6.   GTE shall provide administrative support for real property acquisitions,
     specifically:

     .    Database input, including entry of request/assignment in Duplicate RED
          and coordination of responsibilities concerning the acquisition, as
          well as on-going entry of updates on progress of site selection.
     .    Distribute information about prospective sites to individuals
          designated by Genuity.
     .    Prepare, submit and route any concurrence memoranda to various Genuity
          departments and/or individuals as identified and directed by Genuity
          (such as Environmental Affairs, Building Services and Network
          Construction).
     .    Order appraisals and brokers' opinions of value as directed by
          Genuity.
     .    Order title search and a survey and route to appropriate individuals
          as identified and designated by Genuity.
     .    Coordinate and process internal approval documentation based on
          approval matrix submitted by Genuity and as otherwise identified and
          directed by Genuity, such as

                                 Page 5 of 22
<PAGE>

          preparation of financial analyses and Genuity requisition forms,
          comparison of business case information with financial analyses to
          conform to Genuity requirements, and tracking of internal approval
          documents until fully executed.
     .    Coordinate preparation of purchase contract, review purchase contract
          and prepare proposed revisions and comments, and coordinate legal
          review by Genuity's designated legal counsel.
     .    Submit approved purchase contract for execution by Genuity.
     .    Post-closing, prepare log of all charges associated with acquisition
          of property.
     .    Notify individuals designated by Genuity of the property acquisition
          and distribute copies of relevant closing documents as directed by
          Genuity.
     .    Participate in project meetings for communication with Genuity team,
          prepare any correspondence or additional documents to resolve special
          issues, and route invoices for payment.

7.   GTE shall provide administrative support for disposition of owned real
     estate, specifically:

     .    Research inquiries from interested parties.
     .    Prepare, submit and track any concurrence memoranda to various Genuity
          departments and/or individuals as identified and directed by Genuity.
     .    Prepare summary of responses to concurrence memoranda and submit to
          Genuity for further direction.
     .    If Genuity declares property to be surplus, coordinate disposition.
          Obtain appraisal or broker's opinion of value; compile property
          information file and obtain any documents or information not received
          during research phase; present information to Genuity for
          determination of sales price; and handle and coordinate negotiations
          with prospective buyer.
     .    Market property.
     .    Coordinate and process internal approval documentation based on
          approval matrix submitted by Genuity and as otherwise identified and
          directed by Genuity, such as preparation of financial analyses and
          Genuity requisition forms, comparison of business case information
          with financial analyses to conform to Genuity requirements, and
          tracking of internal approval documents until fully executed.
     .    Coordinate preparation of sales contract, review sales contract and
          prepare proposed revisions and comments, and coordinate legal review
          by Genuity's designated legal counsel.
     .    Submit approved sales contract for execution by Genuity.
     .    Notify individuals designated by Genuity of the property disposition
          and distribute copies of relevant closing documents as directed by
          Genuity.
     .    Post-closing, prepare log of all charges associated with marketing and
          sale of property.
     .    Participate in project meetings for communication with Genuity team,
          prepare any correspondence or additional documents to resolve special
          issues, and route invoices for payment.
     .    Maintain Genuity owned real estate information in Duplicate RED.

8.   Service Commitment. GTE shall follow all Genuity processes and procedures
     that are communicated to GTE.

Genuity's Responsibilities with respect to Real Estate Administration Services
------------------------------------------------------------------------------

                                 Page 6 of 22
<PAGE>

Genuity shall provide all information required for GTE to perform its duties
hereunder.

Pricing Structure with respect to Real Estate Administration Services
---------------------------------------------------------------------

GTE may use GTE-approved subcontractors to provide any of the real estate
administration services under this SOW, with supervision of such subcontractors
to be provided by GTE. During the initial one-year term of the agreement,
Genuity shall pay GTE the following fees for these services:

          Annual Administrative Fee:     $110,000.00, payable in equal
                                         monthly installments of $9,166.67; this
                                         administrative fee covers all travel,
                                         general office expenses and other
                                         overhead

          Subcontractors:                direct cost for all services obtained
                                         from subcontractors, including without
                                         limitation all costs associated with
                                         installation and administration of
                                         Duplicate RED and all transaction fees
                                         payable in connection with brokerage
                                         services, EXCEPT for any administrative
                                         fee payable by GTE to Cushman &
                                         Wakefield, Inc. and/or The Staubach
                                         Company and/or any subcontractor
                                         providing similar administrative
                                         services.

GTE estimates that the subcontractor fees associated with installation of
Duplicate RED will be approximately $13,000.00, plus approximately $400.00 for
each additional user designated by Genuity.

In addition to these fees and charges, Genuity shall reimburse GTE for all costs
and expenses of consultants or other 3rd party services retained for or on
behalf of Genuity in connection with the performance of real estate
administration services, such as appraisals, surveys and marketing materials.
GTE shall submit monthly invoices to Genuity for the real estate administration
services.

Other Specific Terms or Conditions with respect to Real Estate Administration
-----------------------------------------------------------------------------
Services
--------

GTE may use GTE-approved subcontractors to perform any of the real estate
administration services under this SOW. Without limiting the generality of the
foregoing, Genuity acknowledges and agrees that GTE may subcontract any or all
of the real estate administration services to Cushman & Wakefield, Inc. and The
Staubach Company and their respective affiliates.

Genuity may terminate the real estate administration services set forth herein
for any or no reason upon 60 days written notice. In the event of such
termination, Genuity shall pay GTE for all services performed through the date
of termination.


                           DISPATCH CENTER SERVICES

GTE Support Assets provides a 24-hour call center for entry and dispatching of
work requests for certain building services. Genuity desires to retain GTE to
provide these services during a

                                 Page 7 of 22
<PAGE>

transition period while Genuity makes alternate arrangements for these services.
GTE has agreed to provide these services through December 31, 2000; however,
Genuity may terminate these services at any time as set forth below.

1.   GTE shall provide 24-hour call center and dispatch function for building
     operation, maintenance and repair and for furniture repairs and
     rearrangements. Work will be dispatched to the employee or contractor
     designated by Genuity.

2.   Service Commitment. GTE will dispatch each work request within 10 minutes
     of receiving the call.

Term for Dispatch Center Services
---------------------------------

GTE shall provide these dispatch center services through December 31, 2000,
subject to termination of these services by Genuity at any time in its sole and
absolute discretion.

Genuity's Responsibilities with respect to Dispatch Center Services
-------------------------------------------------------------------

Genuity shall provide all information required for GTE to perform its duties
hereunder including, but not limited to, (a) the names and contact information
for all employees and contractors designated by Genuity to receive work requests
for (i) building operation, maintenance and repairs and (ii) furniture repairs
and rearrangements, and (b) location, contact information, and the nature of
services required for each work request.

Pricing Structure for Dispatch Center Services
----------------------------------------------

Genuity shall pay GTE at a rate of $9.70 per work request. GTE shall submit
quarterly invoices to Genuity for these dispatch center services.

Other Specific Terms or Conditions with respect to Dispatch Center Services
---------------------------------------------------------------------------

The parties understand and agree that GTE may cause these dispatch center
services to be provided by or through one of its Network Services affiliates.


                     POP SITE BUILDING TECHNICIAN SERVICES

GTE Support Assets manages building technicians who provide building maintenance
and repair services to certain points of presence (POP sites) on Genuity's fiber
optic network. Genuity desires to retain GTE to provide these building
maintenance and repair services during a transition period to allow Genuity to
make alternate arrangements for these services. GTE has agreed to provide these
services through December 31, 2000; however, Genuity may terminate these
services at any time as set forth below.

1.   GTE shall provide building repairs and maintenance for (number) currently
     existing Genuity POP sites as requested by Genuity. Maintenance shall
     include preventative maintenance as well as maintenance and repairs
     necessitated by equipment failure. No new POP sites will be added to the
     number of POP sites covered by this agreement.

                                 Page 8 of 22
<PAGE>

2.   GTE is hereby authorized to purchase parts and materials up to $500.00 per
     work request in connection with the performance of these services without
     any other or further authorization from Genuity. GTE shall not purchase any
     parts or materials in excess of $500 per work authorization without prior
     authorization from Genuity.

3.   Service Commitment. Building technicians will respond within the following
     time frames:

          Emergency (Priority 1) - within 24 hours
          Non-emergency (Priority 3) - within 7 days

Term for POP Site Building Technician Services
----------------------------------------------

GTE shall provide these POP site building technician services through December
31, 2000, subject to termination of these services by Genuity at any time in its
sole and absolute discretion.

Genuity's Responsibilities with respect to POP Site Building Technician Services
--------------------------------------------------------------------------------

Genuity shall provide all information required for GTE to perform its duties
hereunder. In addition, Genuity shall provide access to all sites, and contact
information for an Genuity contact with whom to discuss problem resolution.

Pricing Structure with respect to POP Site Building Technician Services
-----------------------------------------------------------------------

Genuity shall pay GTE at a rate of $34.32 per hour for these services, including
travel time. In addition to the hourly fees, Genuity shall reimburse GTE for all
travel-related costs and expenses and the cost of all parts and materials used
by GTE and/or the building technicians in the performance of these services, all
in accordance with the terms of the agreement and this SOW. GTE shall submit
quarterly invoices to Genuity for these POP site building technician services.

Other Specific Terms or Conditions with respect to POP Site Building Technician
-------------------------------------------------------------------------------
Services
--------

GTE may use GTE-approved subcontractors to perform the POP site building
technician services described in this SOW. Without limiting the generality of
the foregoing, the parties further understand and agree that GTE may cause these
building technician services to be provided by or through one of its Network
Services affiliates.


                        FM INVOICE PROCESSING SERVICES

GTE Support Assets provides invoice processing services for invoices associated
with work requests generated by the call center and entered into its FM system.
Genuity desires to retain GTE to provide these invoice processing services
during a transition period to allow Genuity to make alternate arrangements for
these services. GTE has agreed to provide these services for all invoices
associated with a FM invoice through December 31, 2000; however, Genuity may
terminate these services at any time as set forth below.

1.   GTE shall perform all invoice processing of all Genuity invoices for
     building and furniture-related work associated with a FM work request. GTE
     shall receive, review and

                                 Page 9 of 22
<PAGE>

     electronically process these invoices for approval and payment though the
     FM system and the GTE accounts payable system.

2.   Service Commitment. GTE shall process each invoice within three business
     days of receipt.

Term for FM Invoice Processing Services
---------------------------------------

GTE shall provide these FM invoice processing services through December 31,
2000, subject to termination of these services by Genuity at any time in its
sole and absolute discretion.

Genuity's Responsibilities with respect to FM Invoice Processing Services
-------------------------------------------------------------------------

Genuity shall provide all information/instruction regarding processing and
payment of invoices.

Pricing Structure with respect to FM Invoice Processing Services
----------------------------------------------------------------

Genuity shall pay GTE $4.28 per invoice for these services. GTE shall submit
quarterly invoices to Genuity for these invoice processing services.

Other Specific Terms or Conditions with respect to FM Invoice Processing
------------------------------------------------------------------------
Services
--------

GTE shall provide these services only for invoices related to a work request
generated from the FM system. The parties understand and agree that GTE may
cause these FM invoice processing services to be provided by or through one of
its Network Services affiliates.

                      ENVIRONMENTAL SERVICES - IN GENERAL

GTE Environmental Affairs provides a variety of environmental services,
including environmental investigation and inspection services in connection with
real estate transactions, environmental compliance services, and environmental
administration and project management. Genuity desires to retain GTE to provide
these environmental services during a transition period to allow Genuity to make
alternate arrangements for these services. GTE has agreed to provide
environmental real estate transaction services for all proposed POP sites and
for other sites as requested by Genuity, environmental compliance services as
needed and requested by Genuity, and environmental administration and project
management services. Genuity may terminate these services upon 60 days written
notice as set forth below.

                ENVIRONMENTAL REAL ESTATE TRANSACTION SERVICES

1.   Upon request by Genuity, GTE shall conduct a Step 1 Phase I. A Step I Phase
     I is a site assessment with a limited scope that may be appropriate for
     certain property transactions, for example a lease of office space where no
     hazardous chemicals are used or stored. GTE may perform these assessments
     or, depending on the location of the property and time constraints, a GTE
     may retain a 3/rd/ party consultant to perform these assessments on behalf
     of Genuity. Upon completion of the Step I Phase I GTE shall deliver to
     Genuity either an E-mail or letter report outlining the issues found at the
     site and any recommendations for additional work.

                                 Page 10 of 22
<PAGE>

2.   GTE shall conduct a Phase I site assessment on all properties Genuity
     proposes to use as a POP site and on other properties as requested by
     Genuity. GTE shall retain 3/rd/ party consultants to perform these
     assessments. The Phase I site assessments shall be conducted as per
     American Society for Testing and Materials (ASTM) standards, and shall
     include a detailed history of the condition of the property and surrounding
     properties, as well as data base searches to see if the site has ever been
     listed with any of the Federal, State or local agencies. In addition, the
     Phase I site assessment also determines if any types of hazards exist at
     the site, either from past spills/releases or potential releases. GTE shall
     deliver a preliminary E-mail report outlining the issues found at the site
     and any recommendations for addition work, as well as a formal written
     Phase I report from the 3/rd/ party consultant.

3.   Based upon GTE's recommendations and upon request by Genuity, GTE shall
     conduct a Phase II site assessment on properties at which a Phase I site
     assessment already has been completed and at which issues have been raised
     about possible contamination. GTE shall retain 3/rd/ party consultants to
     perform these assessments. A Phase II site assessment typically includes
     removal of samples and testing, such as soil samples and ground water
     testing. GTE shall propose the scope of the Phase 2 site assessment, which
     shall be subject to review and approval by Genuity. GTE shall deliver a
     preliminary E-mail report outlining the lab results and any recommendations
     for additional work, as well as a formal written Phase II letter report
     from the 3/rd/ party consultant.

4.   Based upon GTE's recommendations and upon request by Genuity, GTE shall
     conduct an Asbestos and Lead Survey on properties that are expected to
     undergo construction renovations and on all properties being offered for
     sale by Genuity. GTE shall retain a 3/rd/ party consultant to perform the
     Asbestos and Lead Survey. The surveys shall include the sampling of any
     suspect asbestos containing materials (ACM) and any suspect lead painted
     surfaces. GTE shall deliver a preliminary E-mail report outlining the lab
     results from the survey and any recommendations on how to conduct any
     recommended abatement, as well as a formal written ACM/Lead Report from the
     3/rd/ party consultant.

5.   Follow-up Evaluation Remediations -If the environmental site assessment for
     a property transaction reveals some type of contamination which must be
     removed, abated, remediated or cleaned-up ("remediation"), GTE shall manage
     the remediation if requested by Genuity. If Genuity retains GTE to manage
     any remediation project, GTE will identify and evaluate 3/rd/ party
     consultants and remediation contractors, will review all proposals and
     negotiate changes to the proposals, and make recommendations to Genuity on
     the best appropriate course of action.

Genuity's Responsibilities with respect to Environmental Real Estate Transaction
--------------------------------------------------------------------------------
Services
--------

Genuity is responsible for providing all information and data required for GTE
to perform its duties hereunder, including, but not limited to, a detailed list
of all new facilities to be considered for new leases/ownership, including
address, point of contact, and age of building. Genuity also shall provide all
information/instruction regarding processing and payment of invoices and expense
reports.


                       ENVIRONMENTAL COMPLIANCE SERVICES

                                 Page 11 of 22
<PAGE>

1.   SPCC Plans - Upon request by Genuity, GTE shall select and retain
     consultants with a Registered Professional Engineer on staff to prepare
     SPCC Plans for all properties as required by Federal regulations, including
     aboveground tanks with a quantity of 660 gallons or an aggregate of 1,320
     gallons or more of any petroleum product, and any underground storage tank
     with an aggregate of 42,000 gallons. GTE shall select the consultant,
     review the draft plan to determine if any corrections need to be made, and
     review and approval the final plan. GTE shall send a copy of each final
     SPCC Plan to the applicable site supervisor and maintain a copy on file.
     GTE also will determine when SPCC Plans require updates.


2.   SPCC Training - Upon request by Genuity, GTE shall provide an employee
     lesson plan and roster sheet to site supervisors in order to permit Genuity
     to comply with Federal regulations that require the annual training of
     employees who may respond to a spill involving a SPCC regulated tank. GTE
     will maintain a copy of the training roster and will follow-up on any
     rosters not received.

3.   Business Emergency Plans and SARA Title III Reporting - Upon request by
     Genuity, GTE shall review Federal, State and Local regulations relating to
     hazardous materials and complete all mandated reporting to the state-
     administering agencies for SARA Title III reports and state-mandated
     business emergency and other types of plans triggered by certain quantities
     of hazardous materials. GTE shall retain a 3rd party consultant to write
     site-specific business plans as required by the regulations.

4.   Compliance Inspections - Upon request by Genuity, GTE shall perform
     compliance inspections at a designated percentage of reportable facilities.
     GTE shall verify the information submitted to the state agencies, including
     Battery and Fuel Storage data and completion of the eleven-part GTE
     Inspection report. GTE shall submit an inspection report to the site
     supervisor so that the site supervisor may correct any deficiencies found
     during the Inspection.

5.   Spill Kits for Batteries and Fuel Oil Tanks - Upon request by Genuity, GTE
     shall provide spill control equipment as required at Genuity facilities
     that use or store hazardous materials.

6.   Hazardous and Regulated Chemical Wastes - Upon request by Genuity, GTE
     shall manage the disposal of Genuity's Universal Wastes in accordance with
     Federal, State and Local regulations. GTE shall verify applicable disposal
     requirements, select contractors/disposal firms to handle/dispose/recycle
     the wastes, determine if facilities need an EPA ID number, complete all
     applicable paperwork, schedule pickups, and obtain copies of the shipping
     papers for permanent records.

7.   Disposal/Recycling of Batteries - Upon request by Genuity, GTE will arrange
     for the disposal of Genuity's lead-acid batteries if such a need arises
     outside of the terms of Genuity's battery maintenance agreement. GTE shall
     set up a national service agreement for battery disposal. If requested by
     Genuity, GTE shall provide a list of battery recycling facilities and shall
     audit the disposal/recycling facilities. In addition, GTE will check local
     and state regulatory requirements to determine if there are any
     restrictions on battery disposal. GTE will complete and submit all
     applicable notifications/documentation required by regulatory agencies.

                                 Page 12 of 22
<PAGE>

Genuity's Responsibilities with respect to Environmental Compliance Services
----------------------------------------------------------------------------

Genuity is responsible for providing all information and data required for GTE
to perform its duties hereunder including, but not limited to, copies of all
environmental violations or citations, notification of any spill/release of
chemical of concern, hazardous/regulated waste transportation records,
hazardous/regulated waste disposal records, and information about all new
Genuity facilities. For each new Genuity facility, Genuity shall advise GTE if
the facility has any aboveground storage tanks (AST's) or lead-acid batteries,
and if it does the size and contents of the AST's, as well as number,
manufacturer, make and model of lead-acid batteries. Genuity shall provide
access to sites for GTE and GTE's 3rd party contractor personnel as needed and
appropriate to complete reports, inventories, plans and assessments. Genuity
shall provide or confirm chemical inventory information, site contact
information and other data needed to complete reports, plans and inventories.
Genuity shall inform and/or train its employees concerning chemical safety,
emergency contingency procedures and chemical release provisions of written
plans at Genuity sites. Genuity shall inform GTE of facility changes that
trigger a need to revise inventories, business plans, spill plans or contingency
plans. Genuity also shall provide all information/instruction regarding
processing and payment of invoices and expense reports.


                     ENVIRONMENTAL ADMINISTRATION SERVICES

1.   Record Retention - GTE shall administer the paperwork as well as process
     and archive required records in a central system. GTE shall keep Genuity's
     records separate from GTE environmental records. Genuity's records shall be
     the property of Genuity and will be transferred to Genuity, at Genuity's
     expense, as and when directed by Genuity.

2.   Review Reports - In addition to the reports to be reviewed by GTE under
     other provisions of this SOW, GTE will review and provide comments and
     recommendations to Genuity concerning 3rd party consultants' work products
     and reports as requested by Genuity. GTE also will edit, help define and
     make recommendations to Genuity on applicable scopes of work for various
     projects.

3.   Vendor Contracts - Upon request by Genuity, GTE will assist Genuity with
     contract negotiations with various 3rd party environmental consultants.

4.   Review Invoicing - GTE will review all invoices submitted by 3rd parties
     retained by GTE for accuracy and timely billing. GTE shall verify each
     invoice against the original contract proposal and shall process invoices
     in accordance with Genuity instructions to GTE.

Genuity's Responsibilities with respect to Environmental Administrative Services
--------------------------------------------------------------------------------

Genuity is responsible for providing all information and data required for GTE
to perform its duties hereunder including, but not limited to, a list of vendors
with whom Genuity desires to enter into contracts and procedures for record
retention. Genuity also shall provide all information/instruction regarding
processing and payment of invoices and expense reports.


                   ENVIRONMENTAL PROJECT MANAGEMENT SERVICES

                                 Page 13 of 22
<PAGE>

1.   Point of Contact - GTE shall designate a single point of contact to
     administer, monitor and follow-up on all work and program efforts. This
     project manager will provide monthly reports on program and compliance
     status to Genuity management.

2.   Environmental Data Base - GTE shall establish an environmental database for
     GNI environmental work. The database will summarize by facility
     environmental work completed and key environmental characteristics of each
     site.

3.   Reports - GTE shall provide standardized reports and metrics concerning the
     status of environmental programs to Genuity in mutually agreed formats. GTE
     and Genuity shall jointly devise and mutually agree upon reports frequency
     and content.

4.   Invoicing - GTE will submit monthly invoices to Genuity for each month's
     service fee. The invoices will include a break down of labor costs by
     category and a separate line item for each expense category. GTE will
     retain monthly time sheets for each staff member that worked on the Genuity
     program showing their hours and the nature of the work performed. Invoices
     for contractor work and travel expense accounts will also be available by
     month. These backup records are to be maintained for three years. GTE shall
     make supporting documentation available for Genuity's review at GTE's
     offices at any time during normal business hours.


Genuity's Responsibilities with respect to Environmental Project Management
---------------------------------------------------------------------------
Services
--------

Genuity shall provide all information and data required for GTE to perform its
duties hereunder including, but not limited to, providing GTE an Genuity point
of contact to coordinate project management services and data needed to develop
and maintain an environmental database. Genuity also shall provide all
information/instruction regarding processing and payment of invoices and expense
reports.

Pricing Structure for All Environmental Services Described in this SOW
----------------------------------------------------------------------

            Program Administrator                    $76.00 per hour
            Program Manager                          $57.00 per hour
            Administrative                           $31.00 per hour
            Subcontractors and Consultants           direct cost + 10%

In addition to these fees and charges, Genuity shall reimburse GTE for all
travel-related costs and expenses in accordance with the terms of the agreement
and for all costs and expenses for long distance, communications, reproductions,
courier and delivery services, postage and supplies incurred by GTE in the
performance of these services.

Other Specific Terms or Conditions with respect to Environmental Services
-------------------------------------------------------------------------

GTE may use GTE-approved subcontractors to perform any of the environmental
services under this SOW.

Any or all of the Environmental Services described in this SOW may be terminated
by Genuity for any or no reason upon 60 days written notice. In the event of
termination, Genuity shall pay GTE for all services performed through the date
of termination.

                                 Page 14 of 22
<PAGE>

LIMITATIONS WITH RESPECT TO ALL ENVIRONMENTAL SERVICES
------------------------------------------------------

     GTE makes no representation or warranty concerning Genuity's environmental
     compliance; it is not possible for GTE to warrant Genuity's environmental
     compliance. GTE, acting in the capacity of an environmental consultant to
     Genuity, shall perform the environmental services described in this SOW in
     accordance with generally accepted practices in the environmental
     consulting field. Genuity acknowledges and agrees that GTE must, of
     necessity, rely upon information reported by Genuity employees and 3rd
     parties. GTE is not responsible for the accuracy of information provided by
     Genuity or any 3rd party, including without limitation subcontractors and
     consultants retained by GTE. Although this SOW states that GTE shall
     provide a variety of reports, the parties understand and agree that GTE's
     primary responsibility with respect to reports generated by 3rd parties is
     for GTE to coordinate and review such reports, using that degree of care
     GTE routinely exercises with respect to similar reports for its own
     properties.

     Genuity shall inform GTE of all pertinent details of Genuity properties and
     operations that have environmental implications. Genuity also has
     responsibility to physically maintain its sites and the on-site records
     specified by GTE. Genuity is responsible for ensuring that its on-site
     personnel attend training and refresher reviews of the plans and procedures
     written for their respective sites.




                                 SAFETY SERVICES

GTE Safety provides certain safety management, analysis, inspection and
administrative services. Genuity desires to retain GTE to provide these services
during an interim period while Genuity makes alternate arrangements for these
services. GTE has agreed to provide the identified safety services as needed and
requested by Genuity. Genuity may terminate these services upon 60 days written
notice as set forth below.

1.   GTE shall provide the following safety services upon request of Genuity:

     .   On-site safety management services. Genuity shall provide a single
         point of contact to administer, monitor, and follow-up on program
         activities.
     .   On-site job safety analysis to identify potential hazards and develop
         site specific recommendations for corrective action.
     .   Inspection of Genuity facilities and operations to monitor compliance
         with occupational safety regulations.
     .   Respond to or contest an OSHA citation at the informal hearing level
         and higher.
     .   Identify site-specific safety training requirements, such as defensive
         driving, first aid/CPR, lockout/tagout, hearing conservation, hazard
         communication, emergency evacuation, and ergonomics. GTE may conduct
         this training or coordinate the appropriate training through a third
         party vendor.
     .   Provide local supervision with root-cause investigation support for
         serious injuries or vehicle collisions that result in a loss time
         injury or fatality.
     .   Coordination with a Certified Industrial Hygiene vendor to resolve
         indoor air quality issues in facilities owned or leased by Genuity.

                                 Page 15 of 22
<PAGE>

     .   Assist in the development of building emergency evacuation plans for
         Genuity facilities.

2.   In connection with such safety services, GTE shall provide the following
     safety program administration services:

     .   Record Retention - GTE shall administer the paperwork as well as
         process and archive required records in a central system. GTE shall
         keep Genuity's records separate from GTE safety records. Genuity's
         records shall be the property of Genuity and will be transferred to
         Genuity, at Genuity's expense, as and when directed by Genuity.
     .   Vendor Contracts - Upon request by Genuity, GTE will assist Genuity
         with contract negotiations with various 3rd party consultants. In
         addition, as requested by Genuity, GTE shall monitor Genuity's
         consultants for quality control, cost-effective solutions, timely
         delivery of reports and otherwise to protect the interests of Genuity.
     .   Review Invoicing - GTE will review all invoices submitted by 3rd
         parties retained by GTE for accuracy and timely billing. GTE shall
         verify each invoice against the original contract proposal and shall
         process invoices in accordance with Genuity instructions to GTE.
     .   Standardized Reports - As requested by Genuity, GTE shall provide
         standardized reports concerning the status of safety support activities
         in a mutually agreeable format. Frequency and content of reports to be
         mutually agreed upon.
     .   Invoicing - GTE will submit monthly invoices to Genuity for each
         month's service fee. The invoices will include a break down of labor
         costs by category and a separate line item for each expense category.
         GTE will retain monthly time sheets for each staff member that worked
         on the Genuity program showing their hours and the nature of the work
         performed. Invoices for contractor work and travel expense accounts
         also will be available by month. These backup records are to be
         maintained for three years. GTE shall make supporting documentation
         available for Genuity's review at GTE's offices at any time during
         normal business hours.

Genuity's Responsibilities with respect to Safety Services
----------------------------------------------------------

Genuity shall provide all information required for GTE to perform its duties
hereunder. Genuity must inform GTE of the pertinent details of any of Genuity's
operations that may have employee safety implications.

Pricing Structure with respect to Safety Services
-------------------------------------------------

          Safety Director                    $76.00 per hour
          Safety Specialist                  $57.00 per hour
          Subcontractors and Consultants     direct cost + 10%

In addition to these fees and charges, Genuity shall reimburse GTE for all
travel-related costs and expenses in accordance with the terms of the agreement
and for all costs and expenses for long distance, communications, reproductions,
courier and delivery services, postage and supplies incurred by GTE in the
performance of these services.

Other Specific Terms or Conditions with respect to Safety Services
------------------------------------------------------------------

                                 Page 16 of 22
<PAGE>

GTE may use GTE-approved subcontractors to perform any of the safety services
under this SOW.

Any or all of the safety services described in this SOW may be terminated by
Genuity for any or no reason upon 60 days written notice. In the event of
termination, Genuity shall pay GTE for all services performed through the date
of termination.

LIMITATIONS WITH RESPECT TO SAFETY SERVICES
-------------------------------------------

     The purpose of this SOW with respect to safety services is to assist
     Genuity in fulfilling its responsibility to establish and maintain a safe
     work environment for employees. GTE does not (and cannot) warranty
     Genuity's occupational safety compliance and does not assume any of
     Genuity's safety responsibilities. Genuity must maintain its work place
     free from recognized hazards in accordance with OSHA regulations, ensure a
     safe environment for its employees, and take such steps as are necessary
     and appropriate to prevent accidents or losses.

     Genuity shall inform GTE of all pertinent details of Genuity properties and
     operations that have safety implications. Genuity also has responsibility
     to physically maintain its sites and the on-site records specified by GTE.


                    IRVING-BASED BUILDING SECURITY SERVICES

GTE Security provides ID badge and card key issuance, alarm monitoring and
investigative services for certain Genuity buildings in the Irving, Texas area.
Genuity desires to retain GTE to provide these services during a transition
period while Genuity makes alternate arrangements for these services. Genuity
may terminate these services upon 60 days written notice as set forth below.

1.   GTE shall issue ID badges and/or keycards to Genuity employees upon request
     and approval by an authorized Genuity supervisor. Genuity shall submit the
     ID badge and/or keycard request on a request form approved for use by GTE's
     Employee & Asset Protection department.

2.   GTE will provide 24 hour monitoring of alarms in accordance with current
     practices and procedures in Genuity's buildings in Irving, TX and at which
     GTE currently provides these services. GTE will provide notification of
     alarms to Genuity in accordance with instructions from Genuity. Genuity
     understands and agrees that GTE's sole responsibility under this paragraph
     is to monitor the alarms and give notice of alarms in accordance with
     instructions from Genuity. GTE has no obligations or responsibilities to
     provide any other response to alarms.

3.   Upon request of Genuity, GTE shall perform investigative services for
     Genuity to facilitate fact finding and improve information gathering in
     support of Genuity senior management, as well as to aid in prosecutorial
     activities, facilitate recoveries and encourage loss prevention. GTE shall
     report investigative findings in writing. Upon request of Genuity, GTE
     shall report material findings of criminal acts to the appropriate State or
     Federal criminal justice agency.

                                 Page 17 of 22
<PAGE>

Genuity's Responsibilities with respect to Irving-Based Building Security
-------------------------------------------------------------------------
Services
--------

Genuity shall provide all information required for GTE to perform its duties
hereunder, including without limitation current notification information in the
event of an alarm.

Pricing Structure with respect to Irving-Based Building Security Services
-------------------------------------------------------------------------

     ID Badge                                        $ 2.50 each
     ID Badge & Keycard Combination                  $ 5.00 each

     Alarm Monitoring                                $30.00 per month

     Investigative Services (Other than
     Computer Forensic Investigative Services)       $ 60.00 per hour

     Computer Forensic Investigative Services        $150.00 per hour

Hourly rates will be charged for all time spent on investigative services,
including without limitation all time associated with conducting investigations,
reviewing documents, preparing reports and correspondence and attendance at
meetings.

In addition to these fees and charges, Genuity shall reimburse GTE for all
travel-related costs and expenses in accordance with the terms of the agreement
and for all costs and expenses for long distance, communications, reproductions,
courier and delivery services, postage and supplies incurred by GTE in the
performance of these services. GTE shall submit quarterly invoices to Genuity
for these Irving-based security services.

Other Specific Terms or Conditions with respect to Irving-Based Building
------------------------------------------------------------------------
Security Services
-----------------

GTE may use GTE-approved subcontractors to provide any of the Irving-based
building security services described in this SOW, with supervision of such
subcontractors to be provided by GTE; however, Genuity shall not be responsible
for the costs of such subcontractors except as expressly set forth herein.

The parties acknowledge and agree that the alarm monitoring equipment located at
Genuity's premises is owned by Genuity and that Genuity has sole responsibility
for the repair and maintenance of such equipment. GTE has no obligations or
responsibilities with respect to repair and maintenance of such equipment.

Any or all of the Irving-based security services described in this SOW may be
terminated by Genuity for any or no reason upon 60 days written notice. In the
event of termination, Genuity shall pay GTE for all services performed through
the date of termination.

LIMITATIONS WITH RESPECT TO IRVING-BASED BUILDING SECURITY SERVICES
-------------------------------------------------------------------

     GTE does not warrant services against intrusion, loss, property damage,
     vandalism, or injury to employees, visitors or contractors.


                  CAMBRIDGE-BASED BUILDING SECURITY SERVICES

                                 Page 18 of 22
<PAGE>

Genuity Security provides ID badge and card key issuance, alarm monitoring,
guard services and investigative services for certain GTE buildings in
Cambridge, MA, New London, CT, Rosslyn, VA, and Columbia, MD. These services are
provided from a central security control center located in a GTE-owned building
in Cambridge, MA. Genuity uses this same security control center to monitor
numerous other Genuity sites. Accordingly, GTE has agreed to lease the security
control center to Genuity during a transition period to allow Genuity time to
design and construct an alternate security control center at another site. In
turn, during this transition period, while Genuity has exclusive use and control
of the security control center in Cambridge, MA, Genuity has agreed to provide
certain security services to GTE. These services shall terminate no later than
December 31, 2000; however, Genuity may terminate these services upon 30 days
written notice provided that Genuity's lease of the security control room
likewise terminates upon the date of termination of these services as set forth
below.

The Cambridge-Based Building Security Services to be provided under this SOW are
to be provided under the terms and conditions of the Agreement, EXCEPT for
purposes of these Cambridge-Based Building Security Services the service
provider is Genuity and the customer is BBNT Solutions LLL ("BBNT"), an
affiliate of GTE. Accordingly, for purposes of these Cambridge-Based Building
Security Services, (i) Genuity agrees to be bound by the terms of the Agreement
as if it were GTE thereunder, and (ii) GTE and BBNT shall be bound by the terms
of the Agreement as if they were Genuity thereunder.

1.   Genuity shall provide security management and system monitoring services as
     described below:

     .    Genuity will provide 24 hour monitoring of the currently installed
          security management system in BBNT's buildings in Cambridge, MA; New
          London, CT; Rossalyn, VA; and Columbia, MD; and will provide
          notification of alarms to BBNT in accordance with instructions from
          BBNT. BBNT is responsible for providing current notification
          information.
     .    Genuity will provide a weekly alarm report and a list of authorized
          card users generated from the DSX security management system.
     .    Genuity will provide response to intrusion alarms on perimeter doors,
          medical emergencies, and other emergency situations. Genuity also will
          provide after-hour employee escorts and vehicle assistance. Genuity
          will provide reasonable response time to service requests, but actual
          time depends on other required duties performed by security personnel.
     .    Genuity will maintain the access control system in proper working
          order at its cost and expense; however, BBNT shall reimburse Genuity
          for all repair costs resulting from the negligence or willful
          misconduct of BBNT or its employees, agents or contractors.
     .    BBNT owns the security system components located in its owned and
          leased buildings covered by this SOW (specifically excluding BBNT's
          subleased premises located at 70 Fawcett Street, Cambridge, MA),
          EXCEPT Genuity owns the security console and the equipment located
          therein in the security control center located at 77 Fawcett Street,
          Cambridge, MA.

2.   Genuity shall provide access control cards and keys as described below:

                                 Page 19 of 22
<PAGE>

     .    Genuity will provide access control cards and photo identification to
          BBNT employees in accordance with currently established procedures.
     .    Genuity "owns" the facility code presently used on access control
          cards. Upon expiration or earlier termination of this SOW with respect
          to Cambridge-based security services, BBNT will endeavor to recover
          and return to Genuity the access control cards issued by Genuity.
     .    Genuity will process photo identification / access control cards in
          accordance with the current badge office hours and procedures.
     .    BBNT will provide Genuity with photo badge templates in digital
          format.
     .    Cost of the first 100 badges per month is included in the monthly
          Security Management Fee. BBNT shall pay a fee of $25 per badge for
          each additional badge in excess of 100 badges issued in any month.
     .    Genuity will maintain the current mechanical key hierarchy until BBNT
          installs an alternate hierarchy. Costs of keys will be included in the
          Security Management Fee. Re-coring costs will be charged at cost +
          10%.

3.   Genuity shall perform investigative services for BBNT as described below:

     .    Genuity will provide initial response to reports of internal thefts,
          security complaints and other security-related matters. Genuity's
          initial response and report is included in the Security Management
          Fee.
     .    Upon request by BBNT, Genuity may provide further investigation beyond
          initial response and report at a cost of $75 per hour. BBNT shall
          reimburse Genuity for all travel-related costs and expenses associated
          with investigations in accordance with BBNT's travel policy. If
          Genuity does not have the capacity or desire to perform investigations
          beyond initial response and report, Genuity shall decline to provide
          such additional investigative services; Genuity shall not retain any
          third party consultants or investigators for or on behalf of BBNT.
     .    BBNT is responsible for background investigations of BBNT new hires

4.   Genuity shall provide guard services to BBNT as described below:

     .    Genuity shall provide routine guard services in accordance with
          existing practices, including guard patrol services to internal and
          external BBNT property and initial emergency response. Genuity will
          manage the guard services.
     .    If BBNT requests any special guard services for moves or other special
          events, BBNT shall pay the direct costs incurred by Genuity in
          accordance with Genuity's guard service contract, plus a 10%
          management fee, for such additional coverage.
     .    Routine guard tours will include required checks of government secured
          containers and rooms.
     .    Genuity will provide government "cleared" guards until May 31, 2000
          and will provide required response to secure open government
          containers and rooms in accordance with present practices. Genuity
          will not maintain the capability to provide "cleared" response beyond
          May 31, 2000.

Term for Cambridge-Based Building Security Services and Transition of Services
------------------------------------------------------------------------------

The parties acknowledge that Genuity is leasing the space for the security
control center located at 77 Fawcett Street from BBNT under the terms of a Lease
Agreement of even date herewith.

                                 Page 20 of 22
<PAGE>

The parties further acknowledge and agree that it is the intention of both
parties to transition the security services covered by this SOW from Genuity to
BBNT on or before December 31, 2000. In furtherance of this transition, Genuity
hereby agrees to diligently proceed with the selection, design, and build-out of
an alternate security control center to which it will migrate all non-BBNT
security management and monitoring conducted by Genuity at 77 Fawcett Street.

This SOW shall terminate with respect to the Cambridge-based security services
upon the earlier of (i) December 31, 2000, or (ii) 30 days after written notice
of termination from Genuity to BBNT; it being understood and agreed that
Genuity's lease of the security control room likewise shall terminate upon the
date of termination of this SOW. Upon termination of this SOW, the parties agree
to cooperate with each other in transitioning the security services provided
hereunder to BBNT or its designated third party provider.

In addition, and notwithstanding anything to the contrary contained in this SOW,
BBNT may terminate this SOW with respect to the guard services described in
paragraph 4 above upon 30 days written notice to Genuity.

BBNT's Responsibilities with respect to Cambridge-Based Building Security
-------------------------------------------------------------------------
Services
--------

BBNT shall provide all information required for Genuity to perform its duties
hereunder, including without limitation current notification information in the
event of an alarm. As stated above, BBNT also will provide Genuity with photo
badge templates in digital format.

Pricing Structure with respect to Cambridge-Based Building Security Services
----------------------------------------------------------------------------

Genuity may use Genuity-approved subcontractors to provide any of the
Cambridge-based building security services described in this SOW, with
supervision of such subcontractors to be provided by Genuity; however, BBNT
shall not be responsible for the costs of such subcontractors except as
expressly set forth herein.

In addition to the fees set forth elsewhere herein, BBNT shall pay Genuity the
following fees for these services:

     System Monitoring Service (including all
     system maintenance and repairs, except
     as expressly set forth in this SOW)             $5,400.00 per month

     Security Management Fee                         $2,675.00 per week

     Routine Guard Services Fee                      $3,330.00 per week

Genuity shall submit monthly invoices to GTE for these Cambridge-based security
services.


LIMITATIONS WITH RESPECT TO CAMBRIDGE-BASED BUILDING SECURITY SERVICES
----------------------------------------------------------------------

     Genuity does not warrant services against intrusion, loss, property damage,
     vandalism, or injury to employees, visitors or contractors. The success of
     any security program is contingent upon the active participation of all
     employees, visitors and contractors and requires the support of all levels
     of management.

                                 Page 21 of 22
<PAGE>

GTE SERVICE CORPORATION                 GENUITY SOLUTIONS INC.


By:____________________________         By:_____________________________

Title:_________________________         Title:__________________________

                                 Page 22 of 22
<PAGE>

                                                                    ATTACHMENT 4

                               STATEMENT OF WORK

                                      FOR

                               BILLING SERVICES

This Statement of Work ("SOW") is made by GTE Consolidated Services
Incorporated, ("CSI") and Genuity Solutions Inc., and its subsidiary companies
(collectively referred to as "GENUITY"), and is hereby made a part of and shall
be governed by the Transition Services Agreement.

This SOW establishes the terms and conditions pursuant to which GENUITY wishes
to obtain from CSI, and CSI shall provide to GENUITY, billing, credit and
collection services for GENUITY for a transitional period of one (1) year. This
SOW may not be renewed. During the transition period, GENUITY requires various
billing, credit and collection services in order to properly bill and receive
revenue from its customers. CSI has in the past, and continues to possess, the
capability of providing such billing, credit and collection services to meet the
billing, credit and collection needs of GENUITY for the continuing and
uninterrupted flow of revenue to GENUITY.


1.   SERVICES IN GENERAL.

     (a)  This SOW establishes the terms and conditions pursuant to which
GENUITY shall obtain from CSI, and CSI shall provide to GENUITY, billing, credit
and collection services regarding GENUITY's corporate/commercial customers
(individually and collectively, "Services") described in various schedules to
this SOW (individually a "Schedule" and collectively the "Schedules"). To the
extent of any conflict or inconsistency between the terms and conditions of a
Schedule and the terms and conditions of this SOW, the terms and conditions of
the applicable Schedule shall control.

     (b)  All Schedules shall: be and are hereby incorporated by reference as a
part of this SOW and shall: (i) describe the type and scope of Services to be
performed, resources to be provided or obligations to be discharged by CSI
pursuant to the SOW; (ii) describe the obligations of GENUITY related to this
SOW, including any facilities, equipment, personnel and tasks or other support
to be provided or performed by GENUITY; (iii) specify any other terms and
conditions appropriate to the Services to be performed and the obligations of
the parties relative thereto. The attached Schedules are as follows:

               Schedule A-Description of Services

               Schedule B-Performance Standards

               Schedule C- Current Products Billed
<PAGE>

               Schedule D-Change Request Procedures

               Schedule E- Arbor Conversion

               Schedule F-ATM Services

               Schedule G- Pricing

               Schedule H- Tax Services

     (c)       No changes to the scope of Services shall be permitted unless set
forth in writing pursuant to the procedures set forth in Schedule D, Change
Request Procedures.

2.   CREDIT AND COLLECTION SERVICES.

     (a)  CSI shall perform the credit and collection Services set forth in the
Schedules, upon written request by GENUITY.

     (b)  In addition to the provisions of the Transition Services Agreement
concerning Compliance with Laws, with regard to Credit and Debt Collection, the
parties, their employees, contractors, agents and assigns shall comply with all
applicable federal, state and local credit and debt collection statutes,
ordinances, regulations, and codes including but not limited to the Fair Credit
Reporting Act, 15 U.S.C. Section 1681, et seq., The Equal Credit Opportunity
Act, 15 U.S.C. Section 1691, et seq., The Fair Debt Collection Practices Act, 15
U.S.C. Section 1692, et seq., and the Consumer Credit Protection Act, 15 U.S.C.
Section 1601, et seq.

3.   INFORMATION TECHNOLOGY REQUIREMENTS.

CSI will provide such records and data processing tools as necessary, to provide
the Services set for herein, either through its own information technology
("IT") resources or those of its affiliates and third party contractors.
GENUITY will give CSI prompt written notice of any modifications to its existing
records and data systems, when it augments such systems or obtains new records
and data systems, that may materially affect CSI's ability to provide services
hereunder.

4.   REPLACEMENT AND MODIFICATION OF SYSTEMS.

CSI reserves the right to modify or replace its billing systems at any time
during the term hereof, to support increased capacity or new products or
services requested by GENUITY or required for the performance of Services by CSI
("Changes"), provided, however, such Changes will not result in any material
loss of functionality of such billing systems or Services. CSI shall give
GENUITY immediate notice of such Changes.

CONFIDENTIAL INFORMATION-Subject to Protective Order in CC Docket No. 98-184
before the Federal Communications Commission

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GENUITY understands and agrees that as used herein, the term "billing systems"
shall refer solely to the protocol that CSI employs in tandem with the
particular transmission medium used by GENUITY that enables CSI to read and
process GENUITY's data as detailed in the Schedules and any attachments thereto.

5.   SERVICES PRICING AND INVOICING

     (a)  Pricing for CSI Services is set out in Schedule G, Services Pricing.
Such pricing does not include applicable sales, use or similar taxes, which
shall be added to the amount invoiced.

     (b)  In addition to the provisions set forth in the Transition Services
Agreement, GENUITY agrees to pay the full invoiced amount represented on each
invoice, or in the event that an amount is in dispute, submit a written request
for review of the disputed portion of the invoice by the payment due date of the
invoice. If GENUITY fails to pay or submit a request for review of a disputed
billing procedure, as provided herein, by the payment due date, CSI reserves the
right to charge interest at a rate of 1 1/2 % per month or at the highest
allowable statutory rate. In the event of a dispute concerning an invoice
received by GENUITY, GENUITY shall promptly notify CSI in writing of the
disputed item(s) with a description of the dispute on or before the due date of
the invoice. CSI shall respond within 20 days of receipt of such dispute. If the
dispute cannot be resolved by the parties within 30 days thereafter, the parties
will resort to the dispute resolution procedures set forth in the Transition
Services Agreement.

     (c)  In addition to the provisions for expense reimbursement set forth in
the Transition Services Agreement, GENUITY shall reimburse CSI for all
reasonable expenses approved by GENUITY, incurred on GENUITY's behalf for the
purposes of providing the Services ("Expenses"). There shall be no mark-up for
invoiced Expenses. CSI shall invoice GENUITY for Expenses as they accrue
monthly.

     (d)  The parties shall negotiate pricing within 120 days of the anniversary
of this SOW as set out in Section 6 (b) Term with new pricing to be effective on
the anniversary date of this SOW. However, CSI reserves the right to increase
its rates and charges at any time during the term or any renewal term to include
increases in costs as the result of changes in Applicable Law, regulation, or
postal rates, or other similar circumstances beyond CSI's control, related to
CSI's provision of Services, whether recurring or non-recurring, upon thirty
(30) days written notice to GENUITY.

Upon GENUITY's termination of this SOW, for convenience before the end of the
initial term, as provided in Section 6, prior to the end of the term, GENUITY
will reimburse CSI, its parent or affiliate, as the case may be, for all
GENUITY-approved, third party

CONFIDENTIAL INFORMATION-Subject to Protective Order in CC Docket No. 98-184
before the Federal Communications Commission

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costs for equipment or software which have been incurred by CSI after the
execution of this SOW as a direct result of CSI's provision of Services under
this Agreement or any Statement of Work, provided that GENUITY shall be entitled
to any right, license or title related to any such equipment or software to the
extent CSI has the legal authority to convey such right, license or title. In
addition, in the event GENUITY terminates this SOW for convenience during the
term or any renewal term, GENUITY will reimburse CSI for $8 million of the $16
million license fee paid by CSI, its parent or affiliated company, as the case
may be, for the Kenan-Arbor Software License.

6.   TERM.

     (a)  This SOW is effective as of the Effective Date of the Transition
Services Agreement and shall continue in full force and effect for an initial
term ("Initial Term") of one (1) year. This SOW may not be renewed..

     (b)  Termination without Cause. Either party may terminate this Statement
          -------------------------
of Work without cause upon a minimum of one hundred and eighty (180) days
written notice to terminate. The parties agree that this notice period is longer
than the 120 day termination provision set out in the basic Agreement, and agree
to the longer period in order to accommodate GENUITY's minimum requirements in
transitioning to another service provider or another billing and collection
mechanism. Upon receipt of notice of termination, the parties shall meet to
determine a plan for transition and termination, the termination date shall not
be longer than one year from the date the non-terminating party receives such
notice of termination.

     (c)  Termination for Cause. GENUITY may terminate this Statement of Work
          ---------------------
for cause, upon written notice and with an opportunity to cure pursuant to the
Transition Services Agreement, due to CSI's material failure to administer
GENUITY's established policies and procedures (which have been given to CSI in
writing prior to such alleged failure). For purposes of this agreement,
"material failure" is defined as the occurrence of either: (i) three (3) or more
breaches of separate policies or procedures within a twelve (12) month rolling
period or (ii) two (2) or more breaches of the same policy or procedure within a
rolling twelve (12) month period.

     (d)  In addition to the foregoing, this SOW may be terminated by: (i)
mutual agreement of the parties or (ii) in the event of termination of the
Transition Services Agreement, this SOW will terminate simultaneously therewith.

CONFIDENTIAL INFORMATION-Subject to Protective Order in CC Docket No. 98-184
before the Federal Communications Commission

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7.   CSI ON- SITE PERSONNEL.

     (a)  CSI shall provide on-site personnel at specifically designated GENUITY
location(s) to support GENUITY's requirements as mutually agreed by the parties.
All such on-site personnel will work under the direction and control of CSI.

     (b)  CSI shall be responsible for all timekeeping, payroll, applicable
benefits (if any), workers compensation, insurance, employment and other related
taxes, documentation and related administrative duties or other requirements
with respect to the CSI on-site personnel.

     (c)  CSI shall require all employees or subcontractors located on-site at
GENUITY's location(s) to comply with the published rules, regulations and
policies of GENUITY which shall be provided to all on-site employees at the time
the on-site employee is assigned to an GENUITY location(s).

     (d)  CSI and the on-site personnel shall treat and maintain all information
obtained at GENUITY's location(s) as Confidential Information as set forth in
the Transition Services Agreement.

     (e)  In the event that GENUITY requires on-site personnel, GENUITY will
provide adequate office space and accommodations to support such on-site
personnel. The term "adequate office space and accommodations" means that
GENUITY shall provide, including but not be limited to, office space
specifically designated for CSI employees in or near GENUITY's offices equipped
with computers, telecommunications, e-mail, internet access, ordinary and
customary office furniture and equipment and mail and janitorial services.

     (f)  In the event that GENUITY requires the office relocation of any on-
site personnel provided by CSI, GENUITY will reimburse CSI for all business-
related costs incurred by CSI associated with relocation of CSI personnel as set
forth herein.  8.

     ACCESS NEEDS OF PARTIES AND CONFIDENTIALITY PROTECTIONS FOR PERSONNEL ON
SITE TO EITHER PARTY.

In addition to the provisions set forth in the Transition Services Agreement,
each party shall permit reasonable access during normal working hours to its
facilities and systems that are used in connection with the performance of
Services.  On-site personnel shall be given security authorization for limited
access to GENUITY's facilities for the purpose of performing the Services.  For
all other types of access by non on-site personnel, reasonable prior notice
shall be given when access is required.

CONFIDENTIAL INFORMATION-Subject to Protective Order in CC Docket No. 98-184
before the Federal Communications Commission

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9.   FORECASTING

In order to permit CSI to plan for and implement the Services, GENUITY shall
provide CSI with quarterly forecasts of billing volumes for each fiscal quarter
during the term hereof.  Each quarterly forecast must be submitted to CSI no
later than 60 days prior to the end of the preceding quarter and such forecast
shall provide:

         (1) volume of gross billing (in dollars),

         (2) percentage increase or decrease in volume of amounts billed,

         (3) billing volume for new customers and estimated dollar value.

         (4) Number of Customers- Broken out into classifications: Total, New
             and Incremental (increase or decrease)

         (5) Number of Usage Records (for usage products) per month, per
             product; date expected to be made available to billing; requested
             in-service date

         (6) Number of Non-Usage Billing Events: NRC's and MRC's per month, per
             product; date expected to be made available to billing; requested
             in-service date

         (7) Volume of Individual Customer Basis contracts

         (8) Activation time required for new customer or new products to
             introduced in the applicable quarter and the effective date for the
             following:
                  (i)    new products
                  (ii)   new customers
                  (iii)  new pricing
                  (iv)   bundled services and/or pricing

         (9) Requirements for development of new billing capabilities or changes
             to existing capabilities pursuant to Schedule D, Change Request
             Procedures.

     The parties acknowledge that material changes to billing events processed
     by the CSI system, including but not limited to, introduction of new
     products, the addition of a significant number of new customers,
     significant deviations from forecasted volumes or significant increases in
     billing volumes, or delays from forecasted dates in launching new products
     may lead to limitations on CSI's ability to provide the Services.  In order
     to provide CSI with the best available information concerning GENUITY's
     projected volumes and changes that have an impact on CSI's provision of the
     Services described in this SOW, the parties shall meet quarterly to review
     GENUITY's forecast for the next quarter to determine

CONFIDENTIAL INFORMATION-Subject to Protective Order in CC Docket No. 98-184
before the Federal Communications Commission

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          the requirements of each party in order for CSI to provide the level
          of Services required by this SOW.

     10.  CHANGE CONTROL.

          (a)  All requests for changes to or addition of Services for new
     products, new customers, termination of customers, significant
     increases/decreases to numbers of bills or other changes regarding the
     Services must be made in accordance with the Change Request Procedures set
     forth at Schedule D.

          (b)  In addition, GENUITY shall communicate all IT requirements,
     changes, clarification, question or requests of any nature regarding the
     CSI system directly to CSI personnel or management. In no event shall
     GENUITY communicate directly with any affiliates or subcontractors of CSI
     regarding such requests or other components or services rendered pursuant
     to this SOW without the written consent of CSI.

     11.  TAXES.

(a)  CSI shall provide the tax services described in Schedule H, Tax Services.
     GENUITY shall be liable for all applicable sales, use or similar taxes for
     amounts invoiced to GENUITY's customers and GENUITY shall be responsible
     for preparation and filing of all tax returns and applicable tax reporting
     to all taxing jurisdictions.  Taxes shall be added to each customer's
     invoice, however, CSI shall not be liable for miscalculation or omissions
     with regard to such taxes.

     12.  MODIFICATION

     This SOW or any Schedule attached hereto may only be modified or amended by
     an instrument in writing signed by duly authorized representatives of the
     parties pursuant to the terms of the Transition Services Agreement.

CONFIDENTIAL INFORMATION-Subject to Protective Order in CC Docket No. 98-184
before the Federal Communications Commission

                                       7
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IN WITNESS WHEREOF, the parties hereto have executed this SOW through their
authorized representatives.

GTE Consolidated Services Incorporated  Genuity Solutions Inc.

By: ____________________________        By:___________________________

Name:___________________________        Name:_________________________

Title:__________________________        Title:________________________

Date:___________________________        Date:_________________________

CONFIDENTIAL INFORMATION-Subject to Protective Order in CC Docket No. 98-184
before the Federal Communications Commission

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                                                                   ATTACHMENT 4A

                                  Schedule A
                        Description of Billing Services

The scope of the Services set forth herein may be modified by mutual agreement,
but all modifications must be in writing, signed by both parties. CSI shall
perform no services outside the scope of the Services as defined in writing in
this Schedule A. No changes to the scope of work shall be permitted unless set
forth in writing executed by an authorized manager of each party (for purposes
of authorization, e-mail will not be considered a "writing").

Under this SOW, CSI agrees to provide to GENUITY the following functions, which
collectively are defined as Billing Services:

 .  Data Accumulation
 .  Bill Processing
 .  Bill Format and Distribution
 .  Inquiry & Investigation
 .  Credit Verification
 .  Collections Administration
 .  Payment Processing
 .  Administration of Billing Capability

The following sections describe each of these functions and the roles and
responsibilities of CSI and GENUITY in fulfilling these functions.

Section 1.0 - Data Accumulation

1.0   Data accumulation consists of the validation and correction (as agreed
upon) of usage based billing events, trending, guiding of usage based events to
a customer account, provisioning of unrated and/or rated call detail files as
agreed upon and preparing usage based events for bill calculation process. Such
events may be voice, data, database lookups and value added services. Events can
be recorded by GENUITY'S network or received from an external company.

1.1   CSI will:

1.1.1 Validate and manage usage based billing events on a timely basis (daily),
      from mediation to billing, and process those records for billing in
      accordance with the business rules defined by GENUITY. In situations where
      GENUITY performs the collection and mediation processes, CSI will accept
      only those records which are in the standards and format defined by CSI.

1.1.2 Provide balancing and control procedures to assure all usage based billing
      events provided by GENUITY are processed and distributed to the billing
      systems in an accurate and timely manner.

CONFIDENTIAL INFORMATION-SUBJECT TO PROTECTIVE ORDER
IN CC Docket No. 98-184 before the Federal Communications Commission

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1.1.3 Investigate all events in error and return to GENUITY for review and
      disposition any errors that CSI cannot correct.

1.1.4 Perform trending on billing events and provide reporting to GENUITY for
      their analysis of customer behavior and impact on revenues

1.1.5 Provide monthly reports to GENUITY on the volume of usage based billing
      events processed, volume of events determined to be unbillable due to
      errors, and root cause analysis of event processing errors.

1.2   GENUITY will:

1.2.1 Provide to CSI scheduled usage based event transmissions in the format and
      standards as mutually agreed to by the parties.

1.2.2 Provide to CSI usage based event transmission balancing and control
      information in the format and standards as mutually agreed to by the
      parties.

1.2.3 Notify CSI of any delays in scheduled transmissions and will not hold CSI
      responsible for any missed cycle cutoffs due to delays caused by GENUITY.

1.2.4 Notify CSI of usage rate changes in a timely manner and will not hold CSI
      responsible for any missed rate change update due to delays caused by
      GENUITY. Rate changes and any new usage based events to be billed will be
      communicated to CSI as outlined in Schedule D- Change Request Procedures

Section 2.0 - Bill Processing

2.0 Bill Processing consists of the creation of formatted billable data for all
    customers at bill now time. This process includes the retrieval of all
    usage-based events, customer specific product and services information,
    recurring and non-recurring charges, adjustments to customer accounts and
    payment data.

2.1   CSI will:

2.1.1 Maintain billing schedules in accordance with GENUITY business
      requirements. Billing schedules will be prepared on a monthly basis and
      approved by GENUITY and CSI. Any changes in final mail dates to customers
      will be mutually agreed on by both parties.

2.1.2 Calculate all federal, state, and local sales, use, excise, gross
      receipts, and other taxes and tax-like charges imposed on GENUITY's
      services in accordance with the tax application guidelines provided by
      GENUITY.

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<PAGE>

2.1.3 Develop and maintain the billing process for GENUITY's pricing and
      discounting plans for products and services offered by GENUITY.

2.1.4 Perform quality assurance reviews of billing system outputs to verify the
      accuracy of billing and take the required action to correct billing
      exceptions identified.

2.1.5 Maintain financial and journalization tables to ensure the accurate
      transmission of billing data to GENUITY's Financial Reporting system, SAP.

2.1.6 Maintain billing data files for the period of time consistent with
      applicable law and GENUITY business requirements.

2.1.7 Provide security controls for usage based event and billing data to assure
      only those organizations/individuals authorized by GENUITY have access to
      such data.

2.2   GENUITY will:

2.2.1 Provide to CSI information regarding new pricing and discount plans or
      changes to existing pricing and discount plans as outlined in Schedule D-
      Change Request Procedures.

2.2.2 Provide direction and business requirements to CSI regarding the
      application and billing of Taxes, including, without limitation,
      implementation of the following:

          2.2.2.1   Procedures or information relating to taxes that are
          applicable to GENUITY products and services for all taxing
          jurisdictions.

          2.2.2.2    Procedures or information arising from changes to
          Applicable Law relating to Taxes.

          2.2.2.3    Procedures or information relating to Taxes on new products
          and services offered by GENUITY.

          2.2.2.4    Procedures or information relating to Tax surcharges.

          2.2.2.5    Procedures or information relating to the tax status of a
          particular customer.

2.2.3 Provide CSI with GENUITY's requirements related to the information flow
      from the billing system as applicable to journalization of revenues, cash,
      accounts receivable and uncollectible activity processed by CSI's billing
      systems.

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<PAGE>

2.2.4 Provide CSI customer sales, order entry, and provisioning data on a daily
      schedule as input to the billing function performed by CSI. These updates
      shall include for new GENUITY customers, all account information necessary
      to establish an account on the billing system customer account database.
      For existing customers, these updates shall include all changes to the
      account and the effective date of the change.

2.2.5 Provide to CSI such access to GENUITY sales, order entry, provisioning and
      financial systems that are required in order to supply the billing system
      with appropriate customer or product related data required by CSI in the
      preparation of a customer bill.

2.2.6 Provide for CSI maintenance and training on GENUITY systems that require
      access by CSI employees.

2.2.7 Provide to CSI an initial list of GENUITY employees authorized by GENUITY
      to access and review customer data and product/service data from CSI's
      billing systems. Updates to this list will be communicated to CSI on no
      less than a monthly basis and immediately upon the termination of any
      previously authorized employee.

2.2.8 Provide to CSI on no less than a monthly basis, a report of known or
      suspected billing issues detected by GENUITY from any source, including
      but not limited to customer feedback or inquiries and analysis of
      financial reporting data.

Section 3.0 - Bill Format and Distribution:

3.0   Bill Format and Distribution consists of the processes used to support the
      production of the bill in the format and on the media defined by GENUITY
      business requirements and the distribution of the bill and any
      supplemental information to the customer.

      3.1   CSI will:

3.1.1 Maintain and support bill presentation formats in paper media. Support for
      invoice preparation on alternative media (CD-ROM, diskette, electronic)
      will be evaluated through the Change Request Procedures based on GENUITY's
      business requirements, See Schedule D.

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<PAGE>

3.1.2 Provide balancing and control processes to assure all print files are
      received, processed and distributed in accordance with established Bill
      Processing schedules.

3.1.3 Manage the investigation and corrective action associated with any
      files/documents that are not successfully transmitted and printed.

3.1.4 Burst, fold, insert, apply postage and mail all customer bills in
      accordance with Bill Processing schedules.

Administer the recovery of mutilated bills utilizing CSI's standard bill reprint
process.

3.1.5 Provide to GENUITY a confirmation of the total documents mailed by cycle,
      by entity for each processing date.

3.1.6 Provide for the preparation and distribution of supplemental information,
      primarily call detail reporting, in paper and electronic media. Support
      for supplemental detail information on alternative media, including CD-ROM
      and diskette will be evaluated through the Change Request Procedures set
      forth in Schedule D based on GENUITY's business requirements.

3.1.7 Perform inventory control and ordering of forms for GENUITY bills and
      envelopes to assure proper stock levels.

3.1.8 Adhere to required USPS regulations and will manage the distribution
      process to assure the most favorable postage rates to GENUITY.

3.1.9 Support the mailing of promotional and informational material (commonly
      referred to as bill inserts) in GENUITY's bill mailings or through direct
      mailing to selected customers.

GENUITY will:

3.2.1 Notify CSI of any changes to paper stock or envelopes 75 days in advance
      to allow for lead-time and restocking.

3.2.2 Provide sample inserts to CSI for testing at least 5 business days prior
      to designated bill dates.

3.2.3 Define business requirements and provide test data for any new bill
      formats or media that GENUITY deems necessary to meet business or customer
      demands. GENUITY will follow the guidelines in Schedule D-Change Request
      Procedures, when requesting a change by CSI.

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Section 4.0 - Inquiry and Investigation

4.0   Inquiry and Investigation consists of those processes necessary to answer
      and resolve questions received from GENUITY's customers regarding their
      bill or billing services, such as questions concerning receipt of payment,
      request for duplicate bill copy, change of address, an explanation of the
      bill or referral of a billing issue from an GENUITY employee. An inquiry
      may be received by phone, automated attendant, voice mail, facsimile, or
      electronic means.

4.1   CSI will, pursuant to GENUITY's policies, procedures and at GENUITY's
      direction:

4.1.1 Support customer billing inquiry and adjustment functions as defined by
      GENUITY, including providing Customer Billing Inquiry Representatives to
      answer direct calls from GENUITY customers on matters related to the
      customer bill.

4.1.2 Provide Customer Billing Inquiry Representative and management support
      staffing for those hours of service currently defined as 8:00 AM to 5:00
      PM Eastern and Central standard time.

4.1.3 Provide the necessary training and monitoring of employee performance to
      assure that employees are performing in accordance with GENUITY business
      policies.

4.1.4 Manage and perform billing-related problem investigation, resolution and
      tracking for customer reported billing issues that cannot be handled
      during the customer bill inquiry process. CSI will take the required
      actions to correct problems within the billing processes and billing
      systems. If the issue investigation process determines the problem is a
      result of errors in systems or processes managed by GENUITY, CSI will
      inform GENUITY and will assist GENUITY as requested through the resolution
      process.

4.1.5 Perform root cause analysis of bill inquiry calls to determine appropriate
      level of resolution within the billing process to minimize recurring
      customer impact and to reduce subsequent calls.

4.1.6 Provide to GENUITY monthly reports of compliance to performance standards
      and service levels and of root cause analysis of inquiry calls.

4.2   GENUITY will:

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<PAGE>

4.3   Provide necessary telecommunications support and network integration to
      meet service level standards and provide ongoing support of all 800
      numbers assigned for customer inquiry.

4.2.1 Provide to CSI copies of all information necessary for CSI to train its
      Customer Inquiry representatives and supervisory staff to answer customer
      questions regarding information contained on their bill. This information
      will include, but is not limited to: product and service descriptions,
      availability of products and services, rate and pricing schedules,
      promotional terms and conditions, and any customer specific contracts
      and/or terms and conditions. Information should be received by CSI no
      later than 15 days prior to the change being effective.

4.2.2 Provide to CSI business policies outlining its customer services standards
      including, but not limited to the amount a CSI Customer Inquiry
      representative may adjust from a customer's bill, supervisory approval
      levels for adjustment activity, and escalation procedures for when a
      customer should be referred to an GENUITY representative/officer for
      problem resolution.

4.2.3 Provide CSI personnel with access to any non-billing systems that are
      necessary for the investigation and resolution of billing related
      questions. These systems include but are not limited to sales/order entry
      systems, pending order activity, provisioning, trouble reporting systems.
      GENUITY will provide the ongoing maintenance and support of these systems,
      including the cost of access to and processing of transactions generated
      by CSI personnel on behalf of GENUITY customers.

4.2.4 Commit to make the necessary changes in it's supporting systems for errors
      that are causing errors in the billing system. All costs to correct these
      systems will be borne by GENUITY. GENUITY will also bear the costs of
      correcting problems in CSI maintained billing systems.

Section 5.0 - Credit Verification

5.0   Credit Verification consists of those administrative functions necessary
      to perform credit checks to determine credit worthiness of new GENUITY
      customers, in accordance with standards established by GENUITY, and to
      communicate the results of these findings to GENUITY management for
      further actions.

5.1   CSI will, pursuant to GENUITY's policies, procedures and at GENUITY's
      direction:

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<PAGE>

5.1.1 Determine credit worthiness of new customers in accordance with standards
      established by GENUITY.

5.1.2 Determine credit worthiness of current GENUITY customers who add new
      products and services over their approved credit limit, in accordance with
      standards established by GENUITY.

5.1.3 Notify GENUITY sales personnel when the credit verification process
      determines a deposit may be required from a customer prior to the
      establishment of service.

5.1.4 Refer to GENUITY management reports of customers who do not pass credit
      checks and the reasons for denial under the standards established by
      GENUITY.

5.1.5 Maintain contracts with major credit reporting bureaus, both domestic and
      international, that are required in order to fulfill the credit
      verification described above.

5.2   GENUITY will define credit worthiness standards for new and current
      customers wishing to add services. Any changes to these policies will be
      communicated to CSI no later than 15 days prior to their effective date to
      allow for changes to operating procedures and system parameters.

Section 6.0 - Collections Administration

6.0   Collections administration consists of those functions necessary to
      support the risk management policies established by GENUITY and to assist
      GENUITY in minimizing the loss of GENUITY billed revenues.

6.1   CSI will:

6.1.1 For accounts that are in a delinquent status as defined by GENUITY
      business policies, perform collection activities including sending
      collection letters to customers, resolving billing disputes and contacting
      customers in an attempt to collect.

6.1.2 In accordance with GENUITY business policies CSI will notify GENUITY
      management when a customer's account reaches the thresholds established by
      GENUITY for unacceptable balances or delinquent payment, . Upon direction
      from GENUITY management, CSI will return the customer account to GENUITY
      for disposition or refer the debt to an outside collection agency.

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<PAGE>

6.1.3 Provide monthly, a report of accounts receivable aging, average collection
      period and amount of uncollectible write-offs and recoveries for the
      period.

6.1.4 Refer any accounts that are identified during the collections process as
      being in bankruptcy, receivership, probate, etc. to GENUITY's Legal
      department for further action. CSI will write off these accounts as
      directed by GENUITY.

6.2   GENUITY will:

6.2.1 Define policies for the treatment and collection of delinquent accounts.
      Any changes to these policies will be communicated to CSI no later than 15
      days prior to their effective date to allow for changes to operating
      procedures and system parameters.

Section 7.0 - Payment Processing

7.0   Payment Processing includes those activities necessary to post/update
payment activity to customer accounts, deposit funds, as required, in GENUITY
bank accounts, research and resolve any payment posting errors and process
returned items from banks or other financial institutions

7.1   CSI will:

7.1.1 Process on a daily basis any customer payments received by CSI. This
      processing will include the allocation of payment data to the appropriate
      customer account and the transmission of payment data to the applicable
      customer account database.

7.1.2 Perform balancing and control processes to ensure all payment data
      transmitted to the billing systems are accepted and processed. CSI will be
      responsible for resolving all out of balance conditions.

7.1.3 Deposit, on a daily basis, any funds it receives in the designated GENUITY
      bank accounts. CSI will provide to GENUITY, monthly reports of bank
      deposit activity.

7.1.4 Investigate and make any required adjustments to a customer's account as
      the result of payment processing errors or as a result of returned items
      from banks or other financial institutions.

7.1.5 Perform balancing and control processes to ensure all payment data
      transmitted from external parties are accepted and processed to the CSI
      billing systems. External parties may include a lockbox processor, a
      credit card processor, electronic funds transfer or electronic data
      interexchange. CSI will manage the resolution of any out of balance
      conditions.

                                       9
<PAGE>

7.2   GENUITY will be responsible for defining performance standards,
      negotiating pricing, and managing the relationships between its lock box
      and credit card providers. Fees for these services will be directly billed
      from the providers to GENUITY.

Section 8.0 - Administration of Billing Capabilities

8.0   The administration of billing capabilities includes those activities
necessary to assure the billing systems used by CSI to bill GENUITY customer's
are maintained and supported to assure that billings reflect the correct rates,
terms, prices and conditions for GENUITY's products and services

8.1   CSI will, in accordance with GENUITY's policies, procedures and at
GENUITY's direction:

8.1.1 Administer, develop and implement changes to its billing systems in
support of objectives established by GENUITY for billing its customers,
including development of billing functionality to support new products and
services as identified by GENUITY.

8.1.3 Provide assessment of current and new billing capabilities and identify
      alternative billing solutions to meet GENUITY's billing requirements.

8.1.4 Administer and update billing system tables and business rules with
      product and service changes requested by GENUITY as outline in Schedule
      D - Change Request Procedures.

8.1.5 Perform user acceptance testing on behalf on GENUITY to ensure system
      and/or table driven changes accurately reflect the intended changes to
      GENUITY products and services and that such changes do not adversely
      impact billing production. CSI will manage the resolution of error
      conditions noted through testing.

8.1.6 Control, resolve and eliminate the cause of problems that occur due to CSI
      caused errors in billing systems or processes.

8.1.7 Refer to GENUITY for investigation and resolution, errors detected in the
      billing process that are due to systems or processes performed or
      maintained by GENUITY, e.g. ordering and provisioning errors.

8.1.8 GENUITY and CSI agree to provide the necessary systems interfaces and
      connections for the transfer of customer account, product and service,
      billing and financial data between CSI maintained billing systems and
      GENUITY maintained

                                      10
<PAGE>

      systems including, but are not limited to sales/order entry systems,
      pending order activity, provisioning, trouble reporting systems.

8.2   GENUITY will:

8.2.1 Define changes to existing products and services and requirements for new
      products and services in accordance with Change Request Procedures
      outlined in Schedule D, including the definition of business requirements
      and testing data.

8.2.2 Provide subject matter experts to answer questions and define test
      scenarios.

                                      11
<PAGE>

                                                                   ATTACHMENT 4B

                                  Schedule B
                     Billing Services Performance Measures


CSI and GENUITY agree to jointly define and establish a detailed action plan to
develop metrics that measure the effectiveness of the overall billing process
and compliance with the Billing Services business policies and procedures
established by GENUITY ("Action Plan") within sixty (60) days following the
effective date of this agreement. The Action Plan, will provide a mechanism to
establish guidelines ("Guidelines")based on performance metrics agreed upon by
the parties in accordance with the SOW and Transition Agreement. The Guidelines
will become effective upon the effective date of the renewal term, if any.
Included in the operating metrics will be measurements associated with the
services performed by CSI, as described in Schedule A-Description of Services,
as well as measures associated with the functions performed by GENUITY which are
an integral part of the total billing process, including but not limited to
usage polling and collection and provisioning timeliness.

Operating and compliance metrics will be defined and established relating to
billing timeliness and accuracy and credit and collections performance. CSI and
GENUITY agree to use the initial term of this agreement to establish threshold
levels of performance by CSI related to the metrics identified, and to establish
remedies to address CSI's inability to meet such performance levels in future
terms. The parties agree that assessment of actual performance against agreed
upon threshold levels, as well as implementation of the foregoing remedy
structure will begin in the renewal term, if any, of this agreement.

The Metrics established will be in substantially the form attached hereto.
Performance will be measured on a monthly basis, from the 1st through the 31st.
Metrics will exclude any jointly agreed upon holidays during which the defined
billing services may not be performed. Any variance from these performance
measures will be described in writing with actions identified to bring
performance to the agreed upon level.

                                       1
<PAGE>

                                                                   ATTACHMENT 4C

                                  Schedule C
                    Products and Services Currently Billed
                          by CSI on Behalf of GENUITY

The following list represents those products and services that are currently
billed by CSI on behalf of GENUITY. CSI has established system and process
capabilities that support the billing for these products and services.

Any new products and services or any modifications to the billing for the
products and services outlined below will require changes to the current billing
systems and processes used by CSI. For any new products and services or
modifications, GENUITY will submit a request for change to CSI in accordance
with Schedule D, Change Request Procedures. CSI will evaluate the requested
change and provide to GENUITY a written estimate of the cost and timeframes
associated with the change as outlined in Schedule D.


Products Billed:                            Web Advantage
@Vault                                      Web Hosting
ADSL
ATM PVC
BizConnect
Custom Hosting
Dialinx
Digital Subscriber
Ecache
Frame Relay
GNI Colocation
International ISP
Internet Advantage
Internet Advantage International
Internet Call Manager
Internet Server
IP Fax
ISP Direct
Managed Messaging
Private Line
Security Advantage
Site Patrol
Site Patrol International
Unified Messaging
Virtual Internet Service
Virtual Private Network
Voice Over IP
VPN International



                                    Page 1
<PAGE>

                                                                 ATTACHMENT 4D

                                  Schedule D
                           Change Request Procedures


1.0  Change request procedures to modify CSI's billing system or subprocess
     support systems are initiated through a written Change Request (CR).

2.0  A high level estimate of the Time and Cost (T&C) for changes the CSI
     systems or processes (order of magnitude) may be requested through the
     CHANGE REQUEST process. An order of magnitude may also be requested at the
     early stages of product or service development (GENUITY's PDMM or PD&L
     processes) to project anticipated costs and roll-out schedules. Order of
     magnitude estimates are not binding and will be estimated at CSI's
     discretion. Should GENUITY wish to pursue implementation of the change
     proposed in the order of magnitude, GENUITY shall issue a formal request
     for a T&C estimate as outlined in Section 3.0.

3.0  GENUITY may request a T&C estimate by submitting a T&C CHANGE REQUEST form
     to CSI's Change Control Manager. CSI will normally respond to GENUITY's
     request for an estimate within five (5) Business Days of receipt for table
     changes, ten (10) Business Days for pricing or contract changes and thirty
     (30) Business Days for new development. CSI's response will include the
     cost for development and implementation activities, an estimate of any new
     recurring charges, the implementation date, and all assumptions and/or
     deviations from GENUITY's specifications. This shall be a binding
     commitment from CSI to deliver the requested functionality at the stated
     price and on the stated date except as noted in Section 11.0 of this
     Attachment. For complex requests for new development a detailed break-out
     of the cost by functionality may be requested by GENUITY.

          3.1  All T&C CHANGE REQUEST responses shall include a listing of any
               new or increased recurring billing functional or data processing
               charges that shall apply. All recurring charges will require
               written authorization by GENUITY prior to development and
               implementation of the T&C CHANGE REQUEST.

          3.2  In the event this information is unavailable on the day the T&C
               CHANGE REQUEST quote is rendered to GENUITY, CSI will state in
               the quote that the recurring rate will be provided at a later
               date or a date to be negotiated between the Parties.

          3.3  If a request is considered by CSI to be too complex to meet the
               specified time requirement, or the information contained in the
               request is deemed insufficient, CSI shall notify GENUITY within
               fifteen (15) Business Days of receipt of original request and the
               Parties shall
<PAGE>

               negotiate a new response date for CSI's T&C CHANGE REQUEST quote.

          3.4  Upon agreement on the cost and implementation dates, the
               originator of the T&C CHANGE REQUEST or GENUITY's executive
               management will issue to CSI a formal authorization, in writing,
               authorizing the entire quote or option selected, if applicable.
               In the event that such authorization is received via e-mail or
               Internet, GENUITY hereby releases CSI from any and all liability
               to confirm the authenticity of the authorizing party or to
               otherwise validate the authority of the record's originator to
               authorize CSI to proceed with the development work.

4.0  GENUITY shall respond to CSI's requests for clarification of a change
     request or for requests for additional information in a timely manner.
     During the time period that questions pertaining to pending change request
     are outstanding, the T&C CHANGE REQUEST will be considered on hold by CSI.
     Once all questions are completely satisfied by the Parties, the project
     status will change to "Active/in Progress." Any delays in receipt of
     clarification or additional information requested may impact the delivery
     date of CSI's response and/or implementation date. CSI will advise the
     originator of the order regarding these delays.

5.0  GENUITY may issue a T&C CHANGE REQUEST to CSI to immediately commence work
     on the project by preauthorizing a portion of the total cost of the
     project.

          5.1  Once the entire quote has been issued by CSI, GENUITY must
               respond within ten (10) Business Days to authorize CSI to
               continue and complete the project. If full authorization has not
               been received, CSI may cease further project development when the
               preauthorized funded amount has been exhausted.

          5.2  If CSI ceases development of a T&C CHANGE REQUEST due to a delay
               in obtaining GENUITY's authorization or clarifications, the
               quoted costs and implementation date may be impacted.

6.0  All communications with GENUITY (written or oral) will be coordinated
     through the originator of the change request. All changes to the
     specifications of the requirement or interpretation of the specifications
     shall be in writing. GENUITY shall make available to CSI for each T&C
     CHANGE REQUEST an individual knowledgeable in all aspects of the CHANCE
     REQUEST with whom the assigned CSI counterpart may discuss project design
     and details in depth.

                                       2
<PAGE>

7.0  GENUITY shall notify CSI within ten (10) Business Days of the date of the
     T&C CHANGE REQUEST estimate whether the proposed estimate is accepted or
     rejected. The CHANGE REQUEST will be automatically rejected upon the
     expiration of ten (10) Business Days and no further communication is
     required for a rejected estimate. Where GENUITY is unable to meet the ten
     (10) Business Day requirement, GENUITY will notify CSI and the Parties will
     agree upon a new date. If GENUITY fails to notify CSI within twenty (20)
     Business Days of the acceptance or rejection of the T&C CHANGE REQUEST
     estimate, the estimate will be null and void and the T&C CHANGE REQUEST
     shall be considered void and CSI will notify GENUITY in writing of the
     canceled status.

8.0  GENUITY has the right to request a reconsideration when the T&C CHANGE
     REQUEST estimate from CSI that does not meet GENUITY's requirements or
     expectations. GENUITY shall notify CSI within ten (10) Business Days that a
     reconsideration is necessary. CSI agrees to discuss the basis for the
     estimate with GENUITY.

9.0  Any new recurring charges must be approved by GENUITY and by CSI and shall
     be included in the Agreement via a written amendment.

10.0 If GENUITY cancels an authorized or preauthorized request after receipt by
     CSI, GENUITY shall compensate CSI for all work completed prior to
     cancellation and for any efforts required to remove system functionality
     from code libraries. Within thirty (30) Business Days following
     notification of cancellation, CSI will send written notice to GENUITY
     regarding the amount owed by GENUITY, which shall be due upon receipt of
     such notice by GENUITY.

11.0 For T&C CHANGE REQUEST changes, unless otherwise agreed, CSI shall complete
     implementation by the agreed upon date stated in the quote. CSI shall use
     reasonable efforts to notify GENUITY if the scheduled implementation date
     will be in jeopardy. If an agreed upon implementation date is missed, CSI
     shall orally notify GENUITY as soon as possible. CSI shall provide written
     notification to GENUITY of its new implementation date within five (5)
     Business Days.

12.0 If following CSI's commitment pursuant to Section 3.0, requested
     functionality is not correctly implemented, by the agreed upon date, and
     has affected GENUITY's Customer's' bills, GENUITY's sole remedy shall be as
     follows:

          12.1 CSI will make credit adjustments to the Customer's bills if
               required

     If the cause of the incorrect functionality is due to incomplete or
     inaccurate requirements by GENUITY or from GENUITY's sign off on incomplete
     or

                                      3
<PAGE>

     inaccurate requirements or test results, CSI will not be held responsible
     for incorrect bills issued to customers. GENUITY will be responsible for
     any additional costs necessary for correcting the inaccuracies.

13.0 GENUITY will provide in the initial T&C CHANGE REQUEST user acceptance test
     criteria that will be used by CSI during user acceptance testing and will
     specify if a test bill is required prior to implementing the changes. If
     requested, and provided that GENUITY has authorized or preauthorized
     development, CSI will use reasonable efforts to provide a test bill sample
     to GENUITY. GENUITY agrees to validate the accuracy of the requested
     changes and provide concurrence to CSI in writing within five (5) Business
     Days or prior to the first mail date if less than five (5) days. GENUITY
     shall hold CSI harmless from any liability for billing errors that may
     result from the requested changes.

14.0 GENUITY will note in the initial T&C CHANGE REQUEST if a post
     implementation bill sample is required.

15.0 CSI shall notify GENUITY within ten (10) Business Days after
     implementation that all work has been completed or procedures are in place.

CSI shall begin to bill GENUITY at the time the estimate is authorized and
development work has begun. The payment schedule will be based upon work
incurred in a given month. Notwithstanding the foregoing, CSI shall have the
option, based on a credit review of GENUITY or CSI policies and procedures, to
require prepayment of CHANGE REQUEST

                                       4
<PAGE>

                                                                   ATTACHMENT 4E

                                  Schedule E
                               ARBOR Conversion


At the time of this agreement CSI and GENUITY are jointly involved in converting
from GENUITY's Oracle Billing platform to CSI's Kenan ARBOR billing platform
("Arbor Platform").  GENUITY AND CSI agree that this project is of strategic
importance to GENUITY and commit to completion of this project as outlined in
this Schedule E.

Overall funding for this conversion is the responsibility of CSI and the overall
conversion project ("Conversion Project") will be managed by CSI.

A detailed implementation plan exists to migrate GENUITY's current customer base
from Oracle to the Arbor Platform, develop new usage based mediation and rating
processes, and to write the business rules in support of GENUITY's products and
services to be billed by CSI from the ARBOR Platform. The Arbor Conversion
project will go to production in the third quarter 2000 and will be complete by
12/12/2000 when post Arbor Conversion activities are completed.

The project plan requires GENUITY resources, cooperation and support to
accomplish the Arbor Conversion and the parties will each contribute personnel
to accomplish the Arbor Conversion ("Conversion Team") Arbor Conversion
activities of the parties will include but are not limited to:

GENUITY will:

1.   work with CSI First Rate team to ensure the various data collectors will
     pass the required usage data to First Rate for mediation to ARBOR.

2.   work with the CSI Conversion Team to provide the necessary customer data
     from the Oracle legacy system to be migrated to ARBOR.

3.   provide a full time representative to the Conversion Team.

4.   will continue to participate on the Conversion Team to ensure that the
     Conversion Team is current on all changes implemented in the interim.

5.   GENUITY Data Control will continue to participate on the Conversion Team to
     ensure all price book changes are communicated to the Conversion Team.

CSI will:

1.   work with GENUITY to provide a detailed migration approach and plan that
     encompasses all required tasks to complete the Oracle Financials to Arbor
     conversion as it pertains to usage mediation and billing.

                                       1
<PAGE>

2.   work with GENUITY to model all products within the Arbor 9.1 Billing
     instance to meet the previously defined requirements.

3.   work with GENUITY to develop an end-to-end set of test criteria and scripts
     to perform a comprehensive test of the conversion and ensure billing
     accuracy once conversion occurs.

4.   design, develop, and provide all required interfaces to handle usage
     mediation, general ledger, bill distribution, bill formatting, taxing,
     commissions, compensation, data warehouse, reseller billing, payments, and
     collections.

5.   continue to work with GENUITY to develop all processes, teams, and
     practices required to provide the core billing functions of data
     accumulation, bill processing, bill format and distribution, inquiry and
     investigation, credit verification, collections, and payment processing
     evolving out of this conversion.

There may be other activities identified as the Conversion Team moves through
the project. GENUITY will support these activities as identified.

The Arbor Conversion Project plan calls for the Oracle/bp databases to be
available through 2003, as historical data contained in these databases will not
be converted. CSI may require access to the Oracle/bp database history for
resolution of billing inquiries and referrals. GENUITY agrees to maintain and
support the Oracle/bp historical databases thorough year-end 2003.

CSI will manage the ARBOR Conversion Project per the current schedule and will
engage other resources or affiliates as necessary. Status reporting will
continue as it exists today, as will the Core Team and the Executive Team.
GENUITY, GENUITY AND CSI commit to continued executive representation on these
teams.

                                       2
<PAGE>

                                                                   ATTACHMENT 4F

                                  Schedule F
                       Agreement to Support Continuation
                                      of
                  ATM SVC Usage Based Billing Implementation


At the time of this agreement CSI and GENUITY are jointly involved in
implementing ATM SVC Usage Based Billing on the Kenan ARBOR billing platform.
GENUITY AND CSI agree that this project is of strategic importance to GENUITY
and commit to completion of this project as outlined in this agreement.

Overall funding for this project is being managed by GENUITY.  GENUITY will
reimburse CSI for project work performed by CSI or CSI's subcontractors as
defined in the ATM SVC SOW.  CSI will as required by GENUITY, provide support
for expenses for which they are requesting reimbursement.

A project plan exists to develop functional and system requirements, system
designs, new mediation and rating processes and to code, test and put into
production the ATM SVC UBB product on the ARBOR platform in support of GENUITY's
business requirements. The project will go to production in the late second or
early third quarter 2000 and will be complete by 12/12/2000 when post conversion
activities are completed.

The project plan requires GENUITY and CSI resources and support.  Development
project activities identified to date are:

1.   GENUITY will continue to work with the CSI ATM SVC UBB Project Team to:

     .    complete the project requirements and designs for the ATM SVC UBB
     product
     .    cooperate in the design and implementation of business processes to
     provide necessary account, service instance, product, rate change, and
     error correction information
     .    participate in the integration and User Acceptance Testing and to
     participate in the roll out of the ATM SVC UBB product.

2.   GENUITY will work with CSI First Rate team to ensure that the Ascend ATM
     Accounting Server data collectors will pass the necessary usage data to
     First Rate for mediation to ARBOR.

3.   GENUITY will work with the CSI Billing Production Team to provide the
     necessary billing information for input into ARBOR. This information
     includes but is not limited to account, service instance and product
     information for new ATM SVC UBB customers and adds, changes and deletions
     for existing ATM SVC UBB customers.

                                       1
<PAGE>

4.   GENUITY will work with CSI Billing Change Management team to provide
     information on all new ATM SVC UBB products and rate changes.

There may be other activities identified as the Project Team moves through the
project.  GENUITY will support these activities.

Post conversion activities also require GENUITY and CSI resources and support.
Post conversion, "in production" activities identified include:

GENUITY:

1.   manage the Ascend Accounting Servers and is responsible for providing CSI
     with ATM SVC usage records on a daily basis.

2.   provide CSI with account, service instance and product information for both
     new customers and changes to existing customers ATM SVC services so that
     the information can be input to the ARBOR billing platform.

3.   provide CSI with new ATM SVC UBB product updates and rate changes so that
     the information can be input to the ARBOR billing platform.

4.   work with CSI to resolve errors involving account information, usage
     guiding errors and rating errors.


CSI will:

1.   provide a detailed deployment approach and plan that encompasses all
     required tasks to complete the ATM SVC product rollout as it pertains to
     usage mediation and billing.

2.   work with GENUITY to model all features of the ATM SVC product, and
     proposed account structures within the Arbor Billing system to meet GENUITY
     requirements.

3.   work with GENUITY to develop and execute an end-to-end set of test scripts
     to perform a comprehensive test of the ATM SVC product.

4.   CSI will develop and build rate tables to accommodate the ATM SVC usage
     pricing CSI will provide fast path rate changes for ATM SVC as necessary.

There may be other ongoing production activities identified as the Project Team
moves into implementation.  GENUITY will support these activities.

                                       2
<PAGE>

CSI will manage the ARBOR ATM SVC UBB implementation per the current schedule
and will engage other resources or affiliates as necessary. Reporting and
participation on ATM PDMM teams will continue as it exists with representation
from GENUITY and CSI.

                                       3
<PAGE>

                                                                   ATTACHMENT 4G

                                  Schedule G
                          Billing Services Agreement
                                Services Prices


The following charges for the Services provided under this Agreement are
effective during the Term of the Agreement as specified in Section 5 of the
Agreement. Invoicing will be handled on a monthly basis.

Section 1 - Data Accumulation

1.1  Event Management, Data Accumulation, Usage Processing, Mediation:

     1.1.1 Event Management hourly rate                                   $56.00
           Charge per man hour worked to balance and control
           usage, work errors, resolve billing issues, etc.

     1.1.2 UAT Testing (per month)                                     $1,950.00
           Routine UAT testing of the Event Management Platform
           *Subject to change based on new Program Implementations
           (Change Requests)

Section 2 - Bill Processing

2.1  Usage Processing (Arbor Message Processing System), Billing:
     Charge to balance and control Usage, work MIU errors,
     resolve guide file issues, resolve billing usage issues,
     monitor the usage billing schedule and performance, etc.

     2.1.1 Less than 10,000,001 messages per month                    $19,000.00
     2.1.2 Between 10,000,001 and 15,000,000 messages per month       $28,000.00
     2.1.3 Between 15,000,001 and 20,000,000 messages per month       $36,000.00
     2.1.4 Between 20,000,001 and 30,000,000 messages per month       $49,500.00
     2.1.5 Between 30,000,001 and 40,000,000 messages per month       $60.500.00
     2.1.6 Between 40,000,001 and 60,000,000 messages per month       $76,500.00
     2.1.7 Between 60,000,001 and 80,000,000 messages per month       $89,500.00
     2.1.8 Above 80,000,001 per incremental 20M messages per month    $11,000.00

2.2  Process Data:

     2.2.1 Process Data production support (per month)               $192,500.00
           Balancing and controls, Error queue management

                                       1
<PAGE>

           Tracking and correction, Bill review and investigation,
           Order entry.
           *Subject to change based on new Program Implementations (Change
           Requests)

Section 3 - Bill Format and Distribution

3.1  Bill Format:

     3.1.1 Format tool support (per month)                            $11,000.00
           Infrastructure support of the format tool:
           -Manage the requirements and/or defects of the Arbor IDesign
           product, which includes working with vendor and business owner.
           -Manage installation of IDesign vendor release/patch installs
           on NBO
Tampa hardware.
           -Work with IT to implement any Arbor billing system impacts with an
IGEN release.
           -Identify embedded base template impacts resulting from new vendor
release installs.
           -Work with IT on IGEN and IDesign processing and distribution
           requirements for IDesign environments (unit test, UAT, production).
           -Manage the distribution and installation of all format templates.
           -Develop and maintain unit test tools.

     3.1.2 Bill Format changes
                            (Included with Program Implementation Quote)

3.2  Bill Distribution:

     3.2.1 Distribute via Paper - Bill Stock
           Charge for bill stock branded with any logo (digitized)    $.033/page

           Charge for 9x12 remittance envelope branded with:
           One Color Logo                                         $.185/envelope
           Two Color Logo                                         $.218/envelope
           Three Color Logo                                       $.277/envelope

           Charge for 9x12 expansion specialty envelopes (1" and 2") with:
           One or Two Color Logo                                  $2.09/envelope
           Three Color Logo                                       $2.31/envelope

           BSS (Oracle platform) Charge for form & envelope        $0.21/invoice

     3.2.2 Distribute via Paper - Postage                            As Incurred
           Rate charged will be actual incurred cost.

                                       2
<PAGE>

           Current (2/00) average number of pages per bill is as follows:
           GNI - 6 pages
           Telecom - 13 pages (mail out 3 copies)
           VOIP - 8-10 pages

     3.2.3 Alternate Media (Electronic, CD-Rom, Diskette)(Pricing available upon
           request)

     3.2.4 Electronic Bill Presentation and Payment (Pricing available upon
           request)
3.3  Bill Distribution - Misc. Charges (Rates are per month per invoice)
     Labor and warehousing costs associated with  Bill Distribution
           GNI                                                             $2.76
           Telecom                                                         $1.02
           VOIP                                                            $6.73
           BSS                                                             $0.34

3.4  Bill Distribution - Additional Services:

     3.4.1 Bill Message Page charge                        Individual case basis

     3.4.2 Bill Insert charge                              Individual case basis

     3.4.3 Direct Mail charge                              Individual case basis

     3.4.4 Marketing Message / Bill Phrase charge          Individual case basis

Section 4 - Inquiry and Investigation

4.1  Administrative - No research required (per contact)                  $11.25
     Name/Address changes, information requests

4.2  Request for second copy of bill (per contact)                         $9.25
     Includes costs for bill stock and postage

4.3  Error resolution (per initial contact)                              $210.00
     Charge to investigate complaint, document
     findings and resolve issue (including charge for adjustment)

Section 5 - Credit Verification

5.1  Domestic customer credit agency fee                                  $27.50
     Charge per customer reviewed to access
     credit history via credit agency reports.

5.2  International customer credit agency fee                            $192.50

                                       3
<PAGE>

     Charge per customer reviewed to access
     credit history via credit agency reports.

5.3  Customer credit research charge                                     $290.50
     Charge per customer reviewed to analyze
     worthiness and provide recommendation.

Section 6 - Collections Management

6.1  Treatment

     6.1.1 Per account in A/R Aging (31 - 60 days)                        $48.50

     6.1.2 Per account in A/R Aging (61 - 90 days)                        $48.50

     6.1.3 Per account in A/R Aging (greater than 90 days)                $48.50

6.2  Collections

     6.2.1 Per account recovered                                          $56.00
           Customer's account updated to reflect payment
           (OCA fees will be deducted from gross amount collected)

Section 7 - Payment Processing

7.1  Payment processing costs per invoice processed                        $4.45
     Charges to post customer payments, reconcile lockbox
     receipts, work LIU errors, perform investigations,
     deposit funds into company official bank accounts.

7.2  Returned check - processing (per item)                               $25.00
     Customer's account and credit rating updated

Section 8 - Manage Billing Capabilities

8.1  Baseline routine changes (per month)                            $189,500.00
     Covers up to 2,200 man hours per month of routine
     requests for changes to GTE's billing system
     (i.e. table changes for pricing updates) and production
     of routine reports required by the business.

8.2  Additional routine changes rate per hour                             $76.00
     Charge applies for routine requests for changes
     beyond the baseline amount.

8.3  Program Management Consultation rate per hour          126.00 (plus travel)

                                       4
<PAGE>

     Charge applies for general consultative activities.

8.4  Program Implementation lump sum charge     (Pricing available upon request)
     One-time non-recurring charge for a program implementation
     and / or change request associated with a specific project
     beyond activities defined in this schedule.

Section 9 - IT Costs

9.1  First Rate Continuing Operations (COPS) Maintenance - per hour       $85.00

9.2  First Rate Continuing Operations (COPS) Production support - per
     hour                                                                 $85.00

9.3  First Rate License Fee (per month)                                $4,167.00

9.4  First Rate AM/FM (per month)                                       3,583.00
     Recovery of hardware costs (i.e. servers)

9.5  Arbor Continuing Operations (COPS) Maintenance - per hour            $85.00

9.6  Arbor Continuing Operations (COPS) Production support - per hour     $85.00

9.7  Arbor AM/FM (per month)                                          100,000.00
     Recovery of hardware costs (i.e. servers)

Section 10 - Miscellaneous Charges

10.1 General Consultative - per hour                                     $126.00

10.2 Mileage charge                                                        $0.33
     General mileage charge for all travel over 25 miles one-way

10.3 Expenses                                                        As Incurred
     Meals, lodging, etc. associated with travel

10.4 Data Security (per month)                                        $12,000.00
     Support and Monitor/Control access to GENUITY and CSI
     Instances of ARBOR

10.5 Arbor License Fee - CSI costs - (per month)                     $147,000.00

10.6 Arbor License Maintenance Fee first instance (per month)         $85,500.00
     Arbor License Maintenance Fee - per additional instance (per
     month)                                                           $18,300.00

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<TABLE>
<S>                                                                     <C>
10.7  Vertex software fee for tax application (per month)                 $4,400.00

10.8  GTE Software license and maintenance fee (per month)              $56,000.000

10.9  Tax Dept matrix clean-up, system testing, project driven tasks
      (per hour)                                                             $60.00

10.10 Tax Dept on going support, change control & training (per month)      $600.00

Section 11 - Minimum Monthly Charge

11.1 Minimum monthly charge for service rendered under this agreement   $350,000.00
</TABLE>

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<PAGE>

                                                                   ATTACHMENT 4H

                                  Schedule H
                                 Tax Services

The "GTE" Tax Department will perform the necessary tax research and other
services as required to provide on-going support for "GENUITY" billing
environment with related tax application matrices, change control, one-time
system testing and training.

I.   Services

Tax Billing Matrix
------------------

Ongoing support includes determining the local, state and federal taxation rates
of new products and services, utilizing the "GTE" tax billing matrix as the
primary source ("Tax Services"). The Tax Billing Matrix will be the long-term
solution as the vehicle used to determine the tax rates of products and
Services. The Tax Billing Matrix will interface with the Arbor Billing System
within the term of the Billing and Collection SOW. The "GTE" Tax Department will
provide updates, changes, and corrections as required to the Tax Billing Matrix.
The interim method of communicating taxation rates of products and services will
be via email between CSI, GENUITY and GTE Tax Department.

Not included as a part of this Tax Billing Matrix services are: contract
reviews, projects such as nexus requirements, prototype design interaction,
products/services rollout implementation process, etc.

Change Control
--------------

The introduction of new products and services will be incorporated with the
product standardization process with direct interaction from GENUITY product
managers.

The update of tax rates will continue to be handled by CSI.

System Testing
--------------

System Testing includes auditing tables and functionality requirements for
existing and future GENUITY companies.  In addition, report writing
functionality will be tested as required for tax compliance and other ad-hoc
reports.

II.  PRICING

The Tax Services set forth herein will be provided at $600.00 per month.

System Testing and other project driven tasks will be provided at $60.00 per
hour.

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<PAGE>

III. TAX LIABILITY

GENUITY shall be liable for all applicable sales, use or similar taxes for
amounts invoiced to GENUITY's customers and GENUITY shall be responsible for
preparation and filing of all tax returns and applicable tax reporting to all
taxing jurisdictions. Taxes shall be added to each customer's invoice, however,
GTE's Tax Department and/or CSI shall not be liable for miscalculation or
omissions with regard to such taxes.

IV.  TERMINATION

From September 1, 2000 through the end of the Initial Term, upon thirty days
written notice, either party may terminate this Schedule H without liability.

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