<PAGE>

                                                                   Exhibit 10.13


================================================================================


                  AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

                                 by and between


                            the Sellers party hereto


                                       and


                             the Buyers party hereto




                          dated as of February 22, 2003


================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                             <C>
1.   Definitions ..............................................................  2

     1.1   Defined Terms ......................................................  2

     1.2   Other Definitional and Interpretive Matters ........................ 13

2.   Purchase and Sale of the Assets .......................................... 14

     2.1   Purchased Assets ................................................... 14

     2.2   Assignment of Contracts and Permits ................................ 15

     2.3   Excluded Assets .................................................... 16

     2.4   Purchase Price ..................................................... 16

     2.5   Assumed Liabilities ................................................ 21

     2.6   No Offset .......................................................... 22

     2.7   Further Assurances; Further Conveyances and Assumptions; Consent of
           Third Parties ...................................................... 22

     2.8   Delivery of Guaranties ............................................. 23

3.   Representations and Warranties of Sellers ................................ 23

     3.1   Organization and Qualification ..................................... 23

     3.2   Authorization; Binding Effect ...................................... 24

     3.3   Non-Contravention; Consents ........................................ 24

     3.4   Title to Purchased Assets; Sufficiency of Assets ................... 25

     3.5   Licenses and Permits ............................................... 26

     3.6   Compliance With Laws; Litigation ................................... 27

     3.7   Business Employees; Employee Benefits .............................. 27

     3.8   Contracts .......................................................... 28

     3.9   Financial Statements; Absence of Changes ........................... 30

     3.10  Intellectual Property .............................................. 33

     3.11  Real Property ...................................................... 33

     3.12  Taxes .............................................................. 34

     3.13  Brokers ............................................................ 34

     3.14  Environmental Matters .............................................. 35

     3.15  Network ............................................................ 35

     3.16  Overall Material Adverse Effect .................................... 35
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                             <C>
     3.17  No Other Representations ........................................... 35

4.   Representations and Warranties of Buyers ................................. 36

     4.1   Organization and Qualification ..................................... 36

     4.2   Authorization; Binding Effect ...................................... 36

     4.3   No Violations ...................................................... 36

     4.4   Litigation ......................................................... 37

     4.5   No Additional Representations or Warranties ........................ 37

     4.6   Brokers ............................................................ 38

     4.7   Financing .......................................................... 38

     4.8   Overall Material Adverse Effect .................................... 38

     4.9   No Other Representations ........................................... 38

5.   Certain Covenants ........................................................ 39

     5.1   Access to Information .............................................. 39

     5.2   Conduct of Business ................................................ 39

     5.3   Taxes .............................................................. 43

     5.4   Employees and Employee Benefits .................................... 45

     5.5   Regulatory Compliance .............................................. 46

     5.6   Certain Provisions Relating to the Transfer ........................ 47

     5.7   Advice of Changes .................................................. 47

     5.8   Covenant Not to Compete; No Solicitation and No Hiring ............. 49

     5.9   Confidentiality .................................................... 50

     5.10  Waiver of Restrictions on Certain Business Employees ............... 50

     5.11  Additional Agreements .............................................. 51

     5.12  Other Securities ................................................... 52

     5.13  No Solicitation .................................................... 52

     5.14  Communication and Cooperation with Respect to Customers ............ 53

     5.15  Sellers' Business Plan ............................................. 53

     5.16  Agreements Regarding Certain Actions ............................... 53

     5.17  Ownership and Use of Broadwing Names Following Staged Closings ..... 54

     5.18  Business Audited Financials ........................................ 56

     5.19  Additional Monthly Financials ...................................... 56

     5.20  Certain BCI and Sellers' Guaranties ................................ 57
</TABLE>

                                      -ii-


<PAGE>

<TABLE>
<S>                                                                             <C>
     5.21  Collection of Receivables .......................................... 57

     5.22  Participating Accounts ............................................. 57

     5.23  Commitment Letters ................................................. 57

     5.24  Optional Intercompany Agreements ................................... 58

     5.25  BTS Employees ...................................................... 58

     5.26  Revenues by State .................................................. 58

6.   Closing .................................................................. 58

     6.1   Closing ............................................................ 58

     6.2   Deliveries by Sellers .............................................. 59

     6.3   Deliveries by Buyers ............................................... 59

     6.4   Contemporaneous Effectiveness ...................................... 60

7.   Conditions Precedent to Staged Closings .................................. 60

     7.1   First Stage Closing General Conditions ............................. 60

     7.2   First Stage Closing Conditions Precedent to Buyers' Obligations .... 60

     7.3   First Stage Closing Conditions Precedent to Sellers' Obligations ... 62

     7.4   Second Stage General Conditions .................................... 63

8.   Survival and Indemnity ................................................... 63

     8.1   Survival of Representations and Warranties ......................... 63

     8.2   General Agreement to Indemnify ..................................... 63

     8.3   General Procedures for Indemnification ............................. 66

9.   Termination .............................................................. 68

     9.1   Termination ........................................................ 68

     9.2   Effect of Termination .............................................. 69

10.  Miscellaneous Provisions ................................................. 69

     10.1  Notices ............................................................ 69

     10.2  Expenses ........................................................... 70

     10.3  Entire Agreement ................................................... 71

     10.4  Jurisdiction, Service of Process ................................... 71

     10.5  Governing Law ...................................................... 71

     10.6  Waiver ............................................................. 71

     10.7  No Oral Modification ............................................... 72

     10.8  Assignments, Successors ............................................ 72
</TABLE>

                                     -iii-

<PAGE>

<TABLE>
<S>                                                                             <C>
     10.9  Severability ....................................................... 72

     10.10 Captions ........................................................... 72

     10.11 Specific Performance ............................................... 72

     10.12 No Third Party Beneficiaries ....................................... 73

     10.13 Counterparts ....................................................... 73

     10.14 Waiver of Compliance with Bulk Transfer Laws ....................... 73

     10.15 Publicity .......................................................... 73
</TABLE>

                                      -iv-

<PAGE>

Exhibits

Exhibit A     Cranberry Plan Adjustment Calculation
Exhibit B     Form of Buyers' Parent Guaranty
Exhibit C     Form of Sellers' Parent Guaranty
Exhibit D     Form of Help Desk Agreement
Exhibit E     Form of APTIS Software Agreement
Exhibit F     Form of Intercompany Agreements
Exhibit G     Form of Intellectual Property Rights Assignment Agreement
Exhibit H     Form of C III Communications, LLC Agreement
Exhibit I-1   Form of Escrow Agreement (Working Capital/Indemnity)
Exhibit I-2   Form of Escrow Agreement (Cranberry Adjustment)
Exhibit I-3   Form of Escrow Agreement (Closing Adjustment Receivables)
Exhibit I-4   Form of Escrow Agreement (Second Stage Closing)
Exhibit J     Terms and Conditions of Transition Services Agreement
Exhibit K     Form of Sellers' Parent's Non-Competition and Confidentiality
              Agreement
Exhibit L     Form of Management Services Agreement
Exhibit M     Form of Security Agreement
Exhibit N     Communications Plan for Customers and other Persons
Exhibit O     Form of Bill of Sale
Exhibit P     Form of Assignment and Assumption Agreement
Exhibit Q     Form of Portion of Opinion of Counsel to Sellers
Exhibit R     Form of Portion of Opinion of Counsel to Buyers

                                      -v-


<PAGE>

Schedules

Schedule 1.1(a)         Knowledge of Sellers
Schedule 1.1(b)         Knowledge of Buyers
Schedule 1.1(c)         Permitted Encumbrances
Schedule 1.1(d)         Participating Accounts
Schedule 1.1(e)         Network
Schedule 1.1(f)         Retained Business
Schedule 2.1            Certain Purchased Assets
Schedule 2.2            Purchased Contracts and Permits
Schedule 2.3            Excluded Assets
Schedule 2.4(h)(iii)    Illustrations of Section 2.4(h)
Schedule 2.4(i)         Working Capital Calculation Principles
Schedule 2.5(a)         Assumed Liabilities
Schedule 2.5(c)         Excluded Liabilities
Schedule 3.1            Organization and Qualification
Schedule 3.2            Authorization, Binding Effect
Schedule 3.3(b)         Sellers' Consents
Schedule 3.4(a)         Title to Purchased Assets, Etc.
Schedule 3.4(b)         Condition of Assets
Schedule 3.4(c)         Sufficiency of Acquired Assets
Schedule 3.5(a)         Communications Licenses
Schedule 3.5(c)         Communications License Compliance
Schedule 3.5(d)         Communications License Revocation, etc.
Schedule 3.5(e)         Permits
Schedule 3.6(a)         Sellers' Compliance with Law
Schedule 3.6(b)         Sellers' Litigation
Schedule 3.7(a)         List of Business Employees
Schedule 3.7(b)         Benefit Plans
Schedule 3.7(d)         ERISA
Schedule 3.7(g)         WARN Act
Schedule 3.8            Contracts
Schedule 3.9(a)(i)      Financial Statements
Schedule 3.9(a)(ii)     GAAP Exceptions
Schedule 3.9(b)         Exceptions to Financial Statements
Schedule 3.9(c)         Aging Schedule
Schedule 3.9(d)         Undisclosed Liabilities
Schedule 3.9(e)         Ordinary Course Exceptions
Schedule 3.10           Intellectual Property
Schedule 3.11(a)(i)     Owned Real Property
Schedule 3.11(a)(ii)    Leased Real Property
Schedule 3.11(a)(iii)   Exceptions to Real Property
Schedule 3.14           Environmental
Schedule 4.3(b)         Buyers' Consents
Schedule 4.4(a)         Buyers' Compliance with Law
Schedule 4.4(b)         Buyers' Litigation

                                      -vi-

<PAGE>

Schedule 5.2            Sellers' Conduct of Business
Schedule 5.3(b)         Purchase Price Allocation
Schedule 5.8            Description of Sellers' Parent's Business
Schedule 5.15(b)        Sellers' Business Plan
Schedule 5.15(c)        Cranberry Capital Expenditure Budget
Exhibit 5.15(d)         Lines of Business - Exit or Terminate
Schedule 5.16           Certain Actions
Schedule 5.20           Certain BCI and Sellers' Guaranties
Schedule 5.24           Certain Collateral Agreements
Schedule 5.25           BTS Employees
Schedule 7.2(d)         Key Employees
Schedule 8.2(b)         Specific Indemnity

                                     -vii-

<PAGE>

                  AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS

     THIS AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS is made as of February,
22, 2003 by and between Broadwing Communications Services Inc., a Delaware
corporation, Broadwing Communications Services of Virginia, Inc., a Virginia
corporation, Broadwing Communications Real Estate Services LLC, a Delaware
limited liability company, Broadwing Services LLC, a Delaware limited liability
company, IXC Business Services LLC, a Delaware limited liability company,
Broadwing Logistics LLC, a Delaware limited liability company, Broadwing
Telecommunications Inc., a Delaware corporation, IXC Internet Services, Inc., a
Delaware corporation, and MSM Associates, Limited Partnership, a Delaware
limited partnership (individually, a "Seller" and collectively, "Sellers"), on
the one side, and C III Communications, LLC, a Delaware limited liability
company ("C III"), and C III Communications Operations, LLC, a Delaware limited
liability company (individually, a "Buyer" and collectively, "Buyers"), on the
other side.

                                    RECITALS

          A.   WHEREAS, Sellers are, among other things, engaged in the Business
(as defined herein);

          B.   WHEREAS, Sellers desire to sell, transfer and assign to Buyers,
and Buyers desire to purchase from Sellers, the Business and the Acquired Assets
(as defined herein), and Buyers are willing to assume the Assumed Liabilities
(as defined herein), in each case as more fully described and upon the terms and
subject to the conditions set forth herein;

          C.   WHEREAS, Sellers, on the one side, and Buyers, on the other side,
contemplate entering into the Bill of Sale, the Assignment and Assumption
Agreement, each as defined herein, and the other documents and instruments to be
executed and delivered to effectuate the transfer of the Acquired Assets and the
assumption of the Assumed Liabilities and the other transactions contemplated
hereby; and

          D.   WHEREAS, one or more of Sellers and/or their Affiliates, on the
one side, and Buyers, on the other side, contemplate entering into the Help Desk
Agreement, the APTIS Software Agreement, the Intercompany Agreements, the
Transition Services Agreement, and certain other Collateral Agreements, each as
defined herein, among other reasons, to enable Buyers to continue to conduct the
Business substantially as currently conducted by Sellers.

     NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
subject to the terms and conditions hereinafter set forth, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:

                                      -1-

<PAGE>

                                    AGREEMENT

     1.   Definitions

          1.1  Defined Terms

     For the purposes of this Agreement, the following words and phrases shall
have the following meanings whenever used in this Agreement (including the
Schedules and Exhibits hereto):

     "Accounting Firm" has the meaning assigned to it in Section 2.4(e).

     "Accounting Firm Determination" shall have the meaning assigned to it in
Section 2.4(e).

     "Acquired Assets" means, collectively, the Purchased Assets, the Purchased
Contracts and Permits and the Transferred Communications Licenses.

     "Action" means any action, litigation, claim, suit, mediation, arbitration,
inquiry, government or other investigation or proceeding of any nature, whether
criminal, civil, legislative, administrative, regulatory, prosecutorial or
otherwise, by or before any mediator, arbitrator or Governmental Body or similar
Person.

     "Adjusted CWC Purchase Price" has the meaning assigned to it in Section
2.4(g).

     "Adjustment Receivables" means all Receivables and "Disputes Withheld" and
"Disputes Paid Under Protest" included in the accepted cost of services as
contemplated by, and calculated in accordance with the principles applied in
calculating the Adjustment Receivables as of December 31, 2001 set forth in,
Schedule 2.4(h).

     "Adjustment Statements" has the meaning assigned to it in Section 2.4(d).

     "Affiliate" of any Person means any Person that controls, is controlled by,
or is under common control with such Person. As used herein, "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise. For
purposes of Sections 3.8, 3.9 and 5.2, "Affiliate" also means subsidiaries of
the Sellers or any Person in which a Seller holds any equity interest (other
than any minority equity interests held solely for investment purposes by any
Seller).

     "Agreement" means this Agreement for the Purchase and Sale of Assets, as
amended, supplemented or otherwise modified in accordance with the terms herein.

     "Allocation" has the meaning assigned to it in Section 5.3(b).

     "APTIS Software Agreement" has the meaning assigned to it in Section
5.11(b).

     "Assets" means any assets and properties, tangible and intangible,
including the Business Records, the Personal Property, Seller IP and Seller IPR,
used in the conduct of the Business

                                      -2-

<PAGE>

(including all such assets that comprise a part of the Network), other than
Contracts, Permits and Communications Licenses.

     "Assignment and Assumption Agreement" has the meaning assigned to it in
Section 6.2(b).

     "Assumed Liabilities" has the meaning assigned to it in Section 2.5(a).

     "Balance Sheet" means the statement of assets and liabilities included in
the Financial Statements.

     "Bankruptcy" means, with respect to a Person, that such Person becomes
insolvent or generally fails to pay, or admits in writing its inability to pay,
debts as they become due; or such Person applies for, consents to or acquiesces
in the appointment of a trustee, receiver or other custodian for such Person or
any property thereof, or makes a general assignment for the benefit of
creditors; or, in the absence of such application, consent or acquiescence, a
trustee, receiver or other custodian is appointed for such Person or for a
substantial part of its property and is not discharged within 30 days; or any
bankruptcy, reorganization, debt arrangement or other case or proceeding under
any bankruptcy or insolvency law, or any dissolution or liquidation proceeding
is commenced in respect of any of such Person, and, if such case or proceeding
is not commenced by such Person, it is consented to or acquiesced in by such
Person or remains for 30 days undismissed or an order for relief is entered in
any such involuntary bankruptcy; or such Person takes any corporate action to
authorize, or in furtherance of, any of the foregoing.

     "BCI" shall mean Broadwing Communications, Inc., a Delaware corporation.

     "BCI and Sellers' Guaranties" has the meaning assigned to it in Section
5.20.

     "Benefit Plan" means each "employee benefit plan," as defined in Section
3(3) of ERISA (including any "multiemployer plan" as defined in Section 3(37) of
ERISA) and each profit-sharing, bonus, stock option, stock purchase, stock
ownership, pension, retirement, severance, deferred compensation, excess
benefit, supplemental unemployment, post-retirement medical or life insurance,
welfare or incentive plan, or sick leave, long-term disability, medical,
hospitalization, life insurance, other insurance plan, or other employee benefit
plan, program or arrangement, whether written or unwritten, qualified or
non-qualified, funded or unfunded, sponsored, maintained or contributed to by
Sellers in which any current or former Business Employee participates or with
respect to which the Sellers have any liability, with respect to any current or
former Business Employee.

     "Bill of Sale" has the meaning assigned to it in Section 6.2(a).

     "Broadwing Name" shall mean any name that contains or is derived from the
words "Broadwing", "Broadwing Communications", "Broadwing Services", any
derivatives thereof, or any name intended or likely to be confused or associated
with any such words.

     "Business" shall mean the businesses currently operated by Sellers of
providing data and voice communications services via a national fiber network
with multiple protocols to carrier and

                                      -3-

<PAGE>

enterprise customers; provided, that "Business" shall not be deemed to include
the Retained Business, any Excluded Asset or any Excluded Liability.

     "Business Day" means a day that is not a Saturday, a Sunday or a day on
which banks in The City of New York are authorized or required by law,
regulation or executive order to remain closed.

     "Business Employees" means the (i) employees of BCI or Sellers who work
primarily in the Business and who continue to be employees of Sellers working
primarily in the Business until and as of the First Stage Closing Date and (ii)
employees hired by the Business between the date of this Agreement and the First
Stage Closing Date who continue to be employees of BCI or Sellers working
primarily in the Business until and as of the First Stage Closing Date.

     "Business Records" means, collectively, all business books, records,
ledgers and files or other similar business information of Sellers (in any form
or medium) related to the Business, except the general ledger (other than the
Oracle software on which the general ledger is kept containing a copy of the
general ledger), stock ledgers, corporate minute books, litigation files, Tax
Returns and other corporate level information and all information with respect
to the Excluded Assets, Excluded Liabilities and the Retained Business
(collectively, the "Excluded Business Records").

     "Buyers" has the meaning assigned to it in the preamble.

     "Buyers' Consents" has the meaning assigned to it in Section 4.3(b).

     "Buyers' Covenant Failure" shall have the meaning assigned to it in Section
5.7(b).

     "Buyers' Parent" means Corvis Corporation, a Delaware Corporation.

     "Buyers' Parent Guaranty" has the meaning assigned to it in Section 2.8.

     "Buyers' R&W Breach" shall have the meaning assigned to it in Section
5.7(b).

     "Cap" shall have the meaning assigned to it in Section 8.3(b).

     "C III" has the meaning assigned to it in the preamble.

     "C III LLC Agreement" has the meaning assigned to it in Section 5.11(e).

     "Circuit Commitments" means those commitments for circuits or local loops
of the Business comprising a part of the Network arising from orders placed
pursuant to tariffs or master circuit lease agreements with third party vendors
such as RBOCs, competitive access providers or competitive local exchange
carriers.

     "Claim" has the meaning assigned to it in Section 8.2(a).

     "Closing Adjustment Receivables" and "Closing Adjustment Receivables
Statement" have the meanings assigned to them in Section 2.4(h).

                                      -4-

<PAGE>

     "Closing Adjustment Receivables Pool" means Seven Million Five Hundred
Thousand U.S. Dollars ($7,500,000).

     "Closing Disagreement Notice" has the meaning assigned to it in Section
2.4(e).

     "Closing Working Capital" has the meaning assigned to it in Section 2.4(d).

     "Closing Working Capital Statement" has the meaning assigned to it in
Section 2.4(d).

     "COBRA Coverage" means health continuation coverage as required by Section
4980 of the Code of Part 6 of Title I of ERISA.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral Agreements" means the Bill of Sale, Assignment and Assumption
Agreement, Help Desk Agreement, APTIS Software Agreement, Intercompany
Agreements, Intellectual Property Rights Assignment Agreement, C III LLC
Agreement, Escrow Agreement (Working Capital/Indemnity), Escrow Agreement
(Cranberry Adjustment), Escrow Agreement (Closing Adjustment Receivables),
Escrow Agreement (Second Stage Closing), Transition Services Agreement, Sellers'
Parent Guaranty, Buyers' Parent Guaranty, and the other documents and
instruments to be executed and delivered to effectuate the transfer of the
Acquired Assets and the assumption of the Assumed Liabilities and the other
transactions contemplated hereby, and any other agreement or instrument entered
into at or prior to the First Stage Closing Date and/or the Second Stage Closing
Date pursuant to the provisions of this Agreement, each as amended, supplemented
or otherwise modified in accordance with the terms herein and/or therein.

     "Collected Closing Adjustment Receivables I" and "Collected Closing
Adjustment Receivables II" have the meanings assigned to them in Section 2.4(h).

     "Collected PA Accounts" has the meaning assigned to it in Section 5.22.

     "Commitment Letter" has the meaning assigned to it in Section 5.23.

     "Communications Act" has the meaning assigned to it in Section 3.3(b).

     "Communications Licenses" has the meaning assigned to it in Section 3.5(a).

     "Compete" has the meaning assigned to it in Section 5.8.

     "Confidential Information" has the meaning assigned to it in Section 5.9.

     "Consent" means any consent, action, approval, authorization, waiver or
Order.

     "Contracts" means all contracts, agreements, leases, subleases, licenses,
sublicenses, commitments, assignments and arrangements, whether written or oral.

     "Cranberry Plan Adjustment Amount" means an adjustment to the Initial
Purchase Price determined in accordance with Exhibit A attached hereto.

                                      -5-

<PAGE>

     "Cranberry Plan Adjustment Statement" has the meaning assigned to it in
Section 2.4(d).

     "Credit Agreement" shall mean that certain Credit Agreement, dated as of
November 9, 1999, amended and restated as of January 12, 2000, and as further
amended from time to time, among Cincinnati Bell and IXCS, as the borrowers,
Cincinnati Bell as parent guarantor, the Initial Lenders, Initial Issuing Banks
and Swing Line Banks, each named and as defined therein, Bank of America, N.A.,
as syndication agent, Citicorp USA, Inc., as administrative agent, Credit Suisse
First Boston and The Bank of New York, as co-documentation agents, PNC Bank,
N.A., as agent and Salomon Smith Barney Inc. and Banc of America Securities LLC,
as joint lead arrangers, together with all collateral agreements thereto.

     "Current Assets" has the meaning assigned to it in Section 2.4(i).

     "Current Liabilities" has the meaning assigned to it in Section 2.4(i).

     "Customer Contracts" shall have the meaning assigned to it in Section 2.2.

     "Easements" means easements, rights of way and similar interests in real
property.

     "ELI Contract" means that certain Fiber and Construction Lease Agreement,
dated February 28, 1999, between IXC Communications Services, Inc. and Electric
Lightwave, Inc.

     "ELI Dispute" shall have the meaning assigned to it in Section 5.16(c).

     "ELI Replacement Fibers" shall have the meaning assigned to it in Section
5.16(c).

     "ELI Route" shall have the meaning assigned to it in Section 5.16(c).

     "Employment Agreement" means a contract, offer letter or agreement of
Sellers with or addressed to any Business Employee pursuant to which Sellers
have any actual or contingent liability or obligation to provide compensation or
benefits in consideration for past, present or future services, or pursuant to
which any Business Employee undertakes confidentiality or non-competition
obligations.

     "Encumbrance" means any mortgage, pledge, security interest, easement,
hypothecation, assignment, lien or other encumbrance.

     "Environmental Law or Order" shall mean any Law or Order which relates to
or otherwise imposes liability or standards of conduct concerning discharges,
emissions, releases or threatened releases of noises, pathogens, odors,
pollutants, or contaminants or hazardous or toxic wastes, substances or
materials, whether as matter or energy, into air (whether indoors or out), water
(whether surface or underground) or land (including any subsurface strata), or
otherwise relating to their manufacture, processing, generation, distribution,
use, treatment, storage, disposal, cleanup, transport or handling, including the
following Laws: Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, the Superfund Amendments and Reauthorization Act of
1986, as amended, the Resource Conservation and Recovery Act of 1976, as
amended, the Toxic Substances Control Act of 1976, as amended, the Federal Water
Pollution Control Act Amendments of 1972, the Clean Water Act of 1977, as

                                      -6-

<PAGE>

amended, the National Environmental Policy Act of 1969, and any state provision
analogous to any of the foregoing.

     "Environmental Liability" means, without limitation, all damages, losses
and liabilities (including investigation, cleanup, compliance, enforcement,
response and toxic tort liabilities) (whether absolute, contingent, matured,
liquidated, accrued, known, or unknown), including fines, penalties, capital
expenditures, fees and expenses of any kind or nature whatsoever, including of
counsel or consultants, and whether arising out of loss of life, personal
injuries, liens or other claims against property or improvements thereon or
other obligations of any kind or character, in each case, that relate in arise
under any way to Environmental Law or Order or any Hazardous Substance.

     "Environmental Permit" shall mean any Permit required by or pursuant to any
applicable Environmental Law or Order.

     "Environmental Warranties" shall mean the representations and warranties in
Section 3.14.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Escrow Agreement (Cranberry Adjustment)" has the meaning assigned to it in
Section 5.11(f).

     "Escrow Agreement (Closing Adjustment Receivables)" has the meaning
assigned to it in Section 5.11(f).

     "Escrow Agreement (Second Stage Closing)" has the meaning assigned to it in
Section 5.11(f).

     "Escrow Agreement (Working Capital/Indemnity)" has the meaning assigned to
it in Section 5.11(f).

     "Escrow Amount (Closing Adjustment Receivables)" means Three Million Seven
Hundred Fifty Thousand U.S. Dollars ($3,750,000).

     "Escrow Amount (Cranberry Adjustment)" means Five Million U.S. Dollars
($5,000,000).

     "Escrow Amount (Second Stage Closing)" means Twenty-Three Million One
Hundred Ten Thousand U.S. Dollars ($23,110,000).

     "Escrow Amount (Working Capital/Indemnity)" means Five Million U.S. Dollars
($5,000,000).

     "Excluded Assets" has the meaning assigned to it in Section 2.3.

     "Excluded Liabilities" has the meaning assigned to it in Section 2.5(c).

                                      -7-

<PAGE>

     "FCC" means the Federal Communications Commission.

     "Financial Statements" has the meaning assigned to it in Section 3.9(a).

     "First Stage Closing" has the meaning assigned to it in Section 6.1.

     "First Stage Closing Date" has the meaning assigned to it in Section 6.1.

     "First Stage Customer Contracts" has the meaning assigned to it in Section
2.2(a).

     "First Stage Purchased Assets" has the meaning assigned to it in Section
2.1(a).

     "First Stage Transferred Communications Licenses" has the meaning assigned
to it in Section 2.2(a).

     "First Stage Purchased Contracts" has the meaning assigned to it in Section
2.2(a).

     "First Stage Purchased Permits" has the meaning assigned to it in Section
2.2(a).

     "500K Customers" means any customer of the Business that generated in
excess of $500,000 of revenues, as calculated by multiplying twelve (12) times
revenues generated from such customer for the month ending November 30, 2002.

     "GAAP Exceptions" means the exceptions described on Schedule 3.9(a).

     "General Cap" shall have the meaning assigned to it in Section 8.2(f)(ii).

     "Generally Accepted Accounting Principles" means United States generally
accepted accounting principles applied on a basis consistent with the
application of such principles in the preparation of the Financial Statements,
but subject to the GAAP Exceptions.

     "Governmental Body" means any nation or government, any state or other
political subdivision thereof, any legislative, executive or judicial unit or
instrumentality of any governmental entity (foreign, federal, state or local) or
any department, commission, board, agency, bureau, official or other regulatory,
administrative or judicial authority thereof or any entity (including a court or
self-regulatory organization) exercising executive, legislative, judicial, Tax,
regulatory or administrative functions of or pertaining to government.

     "Hazardous Substance" shall mean any material, substance, form of energy or
pathogen which (i) constitutes a "hazardous substance", "toxic substance" or
"pollutant", "contaminant", "hazardous material", "hazardous chemical",
"regulated substance", or "hazardous waste" (as such terms are defined by or
pursuant to any Environmental Law) or (ii) is otherwise regulated or controlled
by, or gives rise to liability under, any Environmental Law. Without limiting
the generality of the foregoing, Hazardous Substance shall include any substance
that contains asbestos or petroleum.

     "Help Desk Agreement" has the meaning assigned to it in Section 5.11(a).

                                      -8-

<PAGE>

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended.

     "Income Taxes" has the meaning assigned to it in Section 5.3(e).

     "Indemnified Party" has the meaning assigned to it in Section 8.2(a).

     "Indemnifying Party" has the meaning assigned to it in Section 8.2(a).

     "Initial Purchase Price" has the meaning assigned to it in Section 2.4(b).

     "Intellectual Property" or "IP" shall mean all trade secrets, computer
software (including source code, object code and existing user and technical
documentation, databases, websites (including the content thereof in electronic
form), technology, processes, methodologies, technical information and data,
specifications, research materials, designs, drawings and other similar
intangible property.

     "Intellectual Property Rights" or "IPR" shall mean any right, title or
interest in or to any packaging designs or trade dresses, any derivatives or
combinations thereof, any patents, patent registrations, patent applications,
trademarks, trademark registrations, trademark applications, tradenames, service
names, domain names, registrations and applications therefor, copyrights,
copyright applications, copyright registrations, trade secrets and inventions.

     "Intellectual Property Rights Assignment Agreement" has the meaning
assigned to it in Section 5.11(d).

     "Intercompany Agreements" has the meaning assigned to it in Section
5.11(c).

     "IRS" means the U.S. Internal Revenue Service.

     "IRU Portion" has the meaning assigned to it in Section 3.15.

     "Key Employees" has the meaning assigned to it in Section 7.2(d).

     "Knowledge" means, in connection with any representation and warranty
contained in this Agreement that is expressly qualified by reference to the
Knowledge of Sellers or Buyers, with respect to Knowledge of Sellers, the actual
knowledge of those persons set forth on Schedule 1.1(a), or, with respect to
Knowledge of Buyers, the actual knowledge of those persons set forth on Schedule
1.1(b).

     "Law" or "Laws" shall mean any law, statute, ordinance, rule, regulation or
code of any Governmental Body.

     "Leased Real Property" has the meaning assigned to it in Section 3.11(a).

     "Losses" has the meaning assigned to it in Section 8.2(a).

                                      -9-

<PAGE>

     "Material Adverse Effect" means a material adverse effect on the business,
operations, assets, condition (financial or other) or results of operations of
the Business or the Sellers (taken as a whole) or the Buyers (taken as a whole)
as the context requires; provided, that none of the following shall be deemed,
either alone or in combination, to constitute a Material Adverse Effect: (i)
conditions generally affecting any of the industries or markets in which Sellers
or Buyers, as the context requires, operate, (ii) any disruption arising out of
the announcement of the transactions contemplated hereby, (iii) the engagement
in hostilities by the United States, an escalation in hostilities involving the
United States or a declaration of a national emergency or war by the United
States or (iv) any change in general economic, political or financial condition
of the United States, including, without limitation, as a result of terrorist
activities.

     "Monthly Statements" has the meaning assigned to it in Section 3.9(a).

     "Network" means all Assets, Contracts, Permits and Communications Licenses
comprising fiber, cables, ducts, conduit, equipment, the network operating
center, software, systems, schematics and diagrams, licenses or other IP, and
associated administrative, access and storage equipment and facilities
(including without limitation hand holes and space in equipment cages) and other
support facilities comprising and/or used in connection with the network, other
telecommunications facilities, network management and operations and systems
owned and/or operated by Sellers, covering, at a minimum, the routes indicated
on the map, the route register, and the points of presence ("POPs") and other
network metrics, in each case with respect to such routes, route register and
POPs as indicated on Schedule 1.1(e).

     "Orders" means any judgment, order (consent or other), writ, stipulation,
injunction, ruling (Tax or otherwise), decision or decree of any Governmental
Body.

     "Overall Cap" shall have the meaning assigned to it in Section 8.2(f)(iii).

     "Owned Portion" has the meaning assigned to it in Section 3.15.

     "Owned Real Property" has the meaning assigned to it in Section 3.11(a).

     "Participating Accounts" means accounts of the Sellers that do not
constitute Current Assets for the purposes of Section 2.4, and which are set
forth on Schedule 1.1(d).

     "party" means a Buyer or a Seller or Buyers or Sellers, as the context
requires.

     "Permits" means all permits, licenses, certificates, approvals,
qualifications, registrations, and similar authorizations issued to Sellers by a
Governmental Body related to the Business as currently conducted, including any
amendment, modification, limitation, condition or renewal thereof, other than
Communications Licenses.

     "Permitted Encumbrances" means (i) liens for Taxes not yet due and payable
or that are being contested in good faith by appropriate proceedings, (ii) any
mechanics', carriers', workmen's, repairmen's or other similar liens arising or
incurred in the ordinary course of business not in excess of $100,000, (iii) any
liens arising under original purchase price conditional sales contracts and
equipment leases with third parties entered into in the ordinary

                                      -10-

<PAGE>

course of business, (iv) mortgages, liens, security interests and similar
Encumbrances which secure debt that is reflected as a liability on the Financial
Statements and the existence of which is expressly indicated in the notes
thereto, (v) any imperfections of title which do not, individually or in the
aggregate, have a material impact on the ability of Sellers to use the Acquired
Assets in the conduct of the Business as currently conducted or on the ability
of the Buyer, after the applicable Staged Closing Date, to use the Acquired
Assets in the conduct of the Business as currently conducted by Sellers, (vi)
any restriction or limitation or other similar Encumbrance included as a term of
any of the Purchased Contracts and Permits or Transferred Communications
Licenses, and (vii) those Encumbrances that are set forth in Schedule 1.1(c), of
which those marked with an asterisk are to be released at or before the
applicable Staged Closing Date.

     "Person" means any individual, corporation, partnership, limited liability
company, limited liability firm, association, joint venture, joint stock
company, trust, unincorporated organization or other entity, or any Governmental
Body.

     "Personal Property" means all fixtures, fiber, fiber rights, vehicles,
machinery, equipment, rolling stock, tools, furniture, pallets, phones, office
supplies and other items of personal property, related to the Business, whether
or not recorded on the books of Sellers.

     "Preliminary Adjustment Amount" has the meaning assigned to it in Section
2.4(b).

     "Preliminary Disagreement Notice" has the meaning assigned to it in Section
2.4(a).

     "Preliminary Working Capital" has the meaning assigned to it in Section
2.4(a).

     "Preliminary Working Capital Statement" has the meaning assigned to it in
Section 2.4(a).

     "Prime Rate" has the meaning assigned to it in Section 2.4(g).

     "Purchase Price" has the meaning assigned to it in Section 2.4(g).

     "Purchased Assets" has the meaning assigned to it in Section 2.1.

     "Purchased Contracts" has the meaning assigned to in Section 2.2(b).

     "Purchased Contracts and Permits" has the meaning assigned to it in Section
2.2(b).

     "Purchased Permits" has the meaning assigned to it in Section 2.2(b).

     "Real Property" has the meaning assigned to it in Section 3.11(a).

     "Real Property Leases" has the meaning assigned to it in Section 3.11(a).

     "Receivables" means all accounts receivable, including billed and unbilled
amounts, which are payable as a result of goods and services provided by Sellers
in the conduct of the Business, other than those that comprise Excluded Assets.

                                      -11-

<PAGE>

     "Retained Business" means the business of Broadwing Technology Solutions
Inc. that is described on Schedule 1.1(f).

     "Revenues Statement" has the meaning assigned to it in Section 5.26.

     "Second Stage Closing" has the meaning assigned to it in Section 6.1.

     "Second Stage Closing Date" has the meaning assigned to it in Section 6.1.

     "Security Agreement" has the meaning assigned to it in Section 5.11(j).

     "Seller IP" shall mean all IP used by Sellers primarily in their conduct of
the Business and comprises (a) all such IP that is owned by Sellers ("Seller
Owned IP") and (b) all such IP which is licensed to Seller ("Seller Licensed
IP"), as generally described on Schedule 2.2.

     "Seller IPR" shall mean all IPR used by Sellers primarily in their conduct
of the Business and comprises (a) all such IPR that is owned by Sellers ("Seller
Owned IPR") and as set forth on Schedule 2.2, and including, without limitation,
the business name, brand name, trade name, trademark, service mark, logo and
domain name "Broadwing" and any business name, brand name, trade name,
trademark, service mark and domain name that includes the word "Broadwing" and
any and all derivatives thereof, and (b) all such IPR which is licensed to
Seller ("Seller Licensed IPR"), as generally described on Schedule 2.2.

     "Sellers" has the meaning assigned to it in the preamble hereof.

     "Sellers' Consents" has the meaning assigned to it in Section 3.3(b).

     "Sellers' Covenant Failure" shall have the meaning assigned to it in
Section 5.7(a).

     "Sellers' Parent" means Broadwing Inc., an Ohio corporation.

     "Sellers' Parent Guaranty" has the meaning assigned to it in Section 2.8.

     "Sellers' R&W Breach" shall have the meaning assigned to it in Section
5.7(a).

     "Staged Closing Dates" means, collectively, the First Stage Closing Date
and the Second Stage Closing Date.

     "State Licenses" has the meaning assigned to it in Section 3.5(a).

     "State PUCs" means state public service and utility commissions or similar
Governmental Bodies.

     "Statements" has the meaning assigned to it in Section 3.9(a).

     "Tax Returns" means all returns and reports (including elections,
0declarations, disclosures, schedules, estimates and information returns)
required to be supplied to a Tax authority or any Person relating to Taxes.

                                      -12-

<PAGE>

     "Tax Warranties" shall mean the representations and warranties in Sections
3.7(c), 3.7(d) and 3.12.

     "Taxes" mean all taxes of any kind, charges, fees, customs, levies, duties,
imposts, required deposits or other assessments, including all net income,
capital gains, gross income, gross receipt, property, franchise, sales, use,
excise, withholding, payroll, employment, social security, worker's
compensation, unemployment, occupation, capital stock, ad valorem, value added,
transfer, gains, profits, license, net worth, asset, transaction, and other
taxes, imposed upon any Person by any Law, Order or Governmental Body, together
with any interest and any penalties, or additions to tax, with respect to such
taxes.

     "Territory" has the meaning assigned to it in Section 5.8.

     "Third Party" means any Person other than, and not an Affiliate of, the
other referenced Person or Persons.

     "Third Party Claim" has the meaning assigned to it in Section 8.3(a).

     "Title and Authorization Warranties" shall mean the representations and
warranties in Sections 3.1, 3.2, 3.4(a), 4.1 and 4.2.

     "Total Escrow Amount" has the meaning assigned to it in Section 2.4(b).

     "Transfer Date" has the meaning assigned to it in Section 5.4(a).

     "Transferred Employee" has the meaning assigned to it in Section 5.4(a).

     "Transition Services Agreement" has the meaning assigned to it in Section
5.11(g).

     "Two Stage Waiver Notice" shall have the meaning assigned to it in Section
6.1.

     "Working Capital" has the meaning assigned to it in Section 2.4(i).

     "9% Notes" shall mean the 9% Senior Subordinated Notes due 2008 of BCI.

     "12 1/2% Preferred Stock" shall mean the 12 1/2% Preferred Stock of BCI.

     "Senior Notes" shall mean the 12 1/2% Senior Notes of BCI.

          1.2  Other Definitional and Interpretive Matters

     Unless otherwise expressly provided, for purposes of this Agreement and the
Collateral Agreements, the following rules of interpretation shall apply:

               (a)  Calculation of Time Period. When calculating the period of
time before which, within which or following which any act is to be done or step
taken, the date that is the reference date in calculating such period shall be
excluded. If the last day of such period is a non-Business Day, the period in
question shall end on the next succeeding Business Day.

                                      -13-

<PAGE>

               (b)  Gender and Number. Any reference to gender shall include all
genders, and words imparting the singular number only shall include the plural
and vice versa.

               (c)  Headings. The provision of a Table of Contents, the division
into Articles, Sections and other subdivisions and the insertion of headings are
for convenience of reference only and shall not affect or be utilized in
construing or interpreting this Agreement and the Collateral Agreements. All
references in this Agreement to any "Section" are to the corresponding Section
of this Agreement, the Collateral Agreement or the other agreement in which such
Section occurs (unless otherwise specified).

               (d)  Herein. The words such as "herein," "hereinafter," "hereof,"
"hereunder," "therein," "thereof" and "thereunder" refer to this Agreement, the
Collateral Agreement or the other agreement to which such reference is made, as
a whole and not merely to a subdivision in which such words appear (unless the
context otherwise requires).

               (e)  Including. The word "including" or any variation thereof
means "including without limitation" and shall not be construed to limit any
general statement that it follows to the specific or similar items or matters
immediately following it.

               (f)  Schedules and Exhibits. The Schedules and Exhibits attached
to each of this Agreement and the Collateral Agreements shall be construed with
and as an integral part of this Agreement and the Collateral Agreements,
respectively, to the same extent as if the same had been set forth verbatim
herein and therein. Disclosure in any of the Schedules provided pursuant to
Article 3 or Article 4 shall be deemed to be disclosure on every other Schedule
so provided in which it may be relevant, if the disclosure of any matter in a
Schedule other than in the relevant Schedule provides the other party with
sufficiently full disclosure such that the party should reasonably be expected
to know that the matter disclosed was applicable to the disclosure contained in
the relevant Schedule. By listing matters on the Schedules, neither Sellers nor
Buyers shall be deemed to have established any materiality standard, admitted
any liability, or concluded that any one or more of such matters are material,
or expanded in any way the scope or effect of the representations and warranties
of Sellers or Buyers, as applicable, contained in this Agreement.

     2.   Purchase and Sale of the Assets

          2.1  Purchased Assets

               (a)  First Stage Closing. Upon the terms and subject to the
conditions of this Agreement, at and as of the First Stage Closing Date, Sellers
shall sell and transfer, assign, convey and deliver to Buyers, and Buyers shall
purchase, acquire and accept from Sellers, all of the Sellers' right, title and
interest in, to and under, all of the Assets for which the sale, transfer,
assignment, conveyance and delivery do not require FCC or State PUC Consents or
for which FCC and State PUC Consents have been obtained, but excluding the
Excluded Assets (collectively, the "First Stage Purchased Assets"), including
the Assets listed on Schedule 2.1 (but only to the extent FCC and State PUC
Consents are not required or have been obtained). In addition, as FCC and State
PUC Consents (up to the last required FCC and State PUC Consent) necessary to
sell, transfer, assign and convey to Buyers any Assets are obtained, such

                                      -14-

<PAGE>

Assets shall be deemed so sold, transferred, assigned and conveyed and to
constitute "First Stage Purchased Assets" as of the date obtained.

               (b)  Second Stage Closing. Upon the terms and subject to the
conditions of this Agreement, Sellers shall sell and transfer, assign, convey
and deliver to Buyers, and Buyers shall purchase, acquire and accept from
Sellers, all of Sellers' right, title and interest in, to and under, each
remaining Asset not transferred pursuant to the First Stage Closing, but
excluding the Excluded Assets (collectively, with the First Stage Purchased
Assets, the "Purchased Assets"), including the remaining Assets listed on
Schedule 2.1, when and as the last FCC and State PUC Consent(s) required to
sell, transfer, assign, convey and deliver such Assets are obtained.

          2.2  Assignment of Contracts and Permits

               (a)  First Stage Closing. Upon the terms and subject to the
conditions of this Agreement, at and as of the First Stage Closing Date, Sellers
shall assign and transfer to Buyers all of Sellers' right, title and interest in
and to, and Buyers shall take assignment of all of the following (as to which
FCC and State PUC Consents are not required or have been obtained): (a) all of
the Contracts related to the Business (including, without limitation, the
Network) to which one or more Sellers is a party, excluding Contracts that
comprise Excluded Assets, but including all of the Contracts with customers of
the Business ("First Stage Customer Contracts"), the Employment Agreements set
forth on Schedule 3.8(a) to the extent the Business Employee under such an
Employment Agreement executes and delivers to Buyers a Commitment Letter and
becomes a Transferred Employee and all of the other Contracts listed on Schedule
2.2 (collectively, including the First Stage Customer Contracts, the "First
Stage Purchased Contracts"), (b) all of the Permits of Sellers related to the
Business, (including, without limitation, the Network) set forth on Schedule 2.2
which are transferable, excluding Permits that comprise Excluded Assets, but
including the Permits listed on Schedule 2.2 (collectively, the "First Stage
Purchased Permits"); and (c) the Communications Licenses of Sellers related to
the Business (including, without limitation, the Network) that are transferable,
excluding Communications Licenses that comprise Excluded Assets (collectively,
the "First Stage Transferred Communications Licenses"). In addition, when and as
the FCC and State PUC Consents (up to the last required FCC and PUC Consent)
necessary to assign and transfer to Buyers all of Sellers' right, title and
interest in and to all Contracts, Permits and Communications Licenses described
in the preceding clauses (a), (b) and (c), respectively, are obtained, all such
items shall be deemed so assigned and transferred to Buyers and to constitute
"First Stage Purchased Contracts", "First Stage Purchased Permits" and "First
Stage Transferred Communications Licenses", respectively, as of the date
obtained.

               (b)  Second Stage Closing. Upon the terms and subject to the
conditions of this Agreement, when and as the last FCC and State PUC Consent(s)
required to assign and transfer the following are obtained, Sellers shall assign
and transfer to Buyers all of Sellers' right, title and interest in and to, and
Buyers shall take assignment of all of the following: (a) all of the remaining
Contracts related to the Business to which one or more Sellers is a party,
excluding Contracts that comprise Excluded Assets, but including all of the
remaining Contracts with customers of the Business (collectively, with the First
Stage Customer Contracts, the "Customer Contracts") and all of the other
remaining Contracts listed on Schedule

                                      -15-

<PAGE>

2.2 (collectively, including the Customer Contracts, with the First Stage
Purchased Contracts, the "Purchased Contracts"); (b) all of the remaining
Permits of Sellers related to the Business set forth on Schedule 2.2 which are
transferable, excluding Permits that comprise Excluded Assets, but including the
remaining Permits listed on Schedule 2.2 (collectively, with the First Stage
Purchased Permits, the "Purchased Permits"; and together with the Purchased
Contracts, the "Purchased Contracts and Permits"); and (c) the remaining
Communications Licenses of Sellers related to the Business that are
transferable, excluding Communications Licenses that comprise Excluded Assets
(collectively, with the "First Stage Transferred Communications Licenses", the
"Transferred Communications Licenses").

          2.3  Excluded Assets

     Notwithstanding Sections 2.1 and 2.2, Sellers shall not sell or transfer,
assign, convey or deliver, and Buyers shall not assume or acquire any interest
in, any Assets, Contracts, Permits or Communications Licenses that are listed on
Schedule 2.3 (the "Excluded Assets").

          2.4  Purchase Price

               (a)  (i)   On or before fifteen (15) days before the First Stage
Closing Date, Sellers shall deliver to Buyers a statement (the "Preliminary
Working Capital Statement"), setting forth the Working Capital as of the close
of business on the last day of the immediately preceding month. The Preliminary
Working Capital Statement shall be prepared by the Sellers in accordance with
the terms of this Agreement.

                    (ii)  During the ten (10) day period following Buyers'
     receipt of the Preliminary Working Capital Statement, Sellers shall provide
     access to the Business Records and Business Employees and provide Buyers'
     independent accountants with such access, upon reasonable prior notice and
     during normal business hours, to the work papers of Sellers as is
     reasonably necessary to verify the calculation of the Working Capital. The
     Preliminary Working Capital Statement shall be final and shall be accepted
     by and be binding on the parties on the tenth (10th) day following delivery
     thereof unless Buyers give written notice to Sellers of its disagreement
     with the Preliminary Working Capital Statement (such notice, a "Preliminary
     Disagreement Notice") prior to such date. Any Preliminary Disagreement
     Notice shall specify in reasonable detail the nature of any disagreement so
     asserted. If a Preliminary Disagreement Notice is received by Sellers on or
     prior to such date, then the Preliminary Working Capital Statement (as
     revised in accordance with clause (iii) below) shall become final and
     binding upon each Seller and each Buyer on the date Sellers and Buyers
     resolve in writing any differences they have with respect to the matters
     specified in such Preliminary Disagreement Notice.

                    (iii) During the two (2) day period following delivery of a
     Preliminary Disagreement Notice, Sellers and Buyers shall seek in good
     faith to resolve in writing any differences which they may have with
     respect to the matters set forth in such Preliminary Disagreement Notice.
     If any disagreement included in the Preliminary Disagreement Notice is not
     resolved in writing within such two (2) day period, the amount of the
     Working Capital shall be equal to the amount that was not the subject of
     the Preliminary Disagreement Notice plus any additional amount that Sellers
     and Buyers

                                      -16-

<PAGE>

     have mutually agreed upon (as set forth in the Preliminary Working Capital
     Statement and adjusted, if necessary pursuant to this Section 2.4(a), the
     "Preliminary Working Capital").

               (b)  In consideration of the sale, transfer, assignment,
conveyance and delivery by Sellers of the Business and the Acquired Assets,
Buyers shall (i) (A) pay Ninety-Two Million Four Hundred Forty Thousand U.S.
Dollars ($92,440,000) in cash to Sellers at the First Stage Closing Date which
amount shall be either (1) increased by an amount, if any, by which the
Preliminary Working Capital is greater than $0 or (2) reduced by an amount, if
any, by which Preliminary Working Capital is less than $0 (the amount in the
preceding clause (1) or clause (2), whichever is applicable, the "Preliminary
Adjustment Amount"), (B) place the Escrow Amount (Second Stage Closing) in an
interest bearing escrow account in which it will be held pursuant to the terms
of the Escrow Agreement (Second Stage Closing) to support Buyers' obligation to
pay the amount Buyers' are obligated to pay at the Second Stage Closing, (C)
place the Escrow Amount (Working Capital/Indemnity) in an interest bearing
escrow account in which it will be held pursuant to the terms of the Escrow
Agreement (Working Capital/Indemnity) to support Sellers' obligations to pay any
amount required to be paid by Sellers under Section 2.4(g) regarding the
difference between Closing Working Capital and Preliminary Working Capital and
Sellers' indemnification obligations in accordance with Article 8, (D) place the
Escrow Amount (Cranberry Adjustment) in an interest bearing account in which it
will be held pursuant to the terms of the Escrow Agreement (Cranberry
Adjustment) to support Sellers' obligation to pay amounts, if any, required to
be paid by Sellers under Section 2.4(g) regarding the Cranberry Plan Adjustment
Amount, and (E) place the Escrow Amount (Closing Adjustment Receivables) in an
interest bearing account in which it will be held pursuant to the terms of the
Escrow Agreement (Closing Adjustment Receivables) to support Sellers' obligation
to pay amounts, if any, required to be paid by Sellers under Section 2.4(h) and
(ii) assume the First Stage Assumed Liabilities. The amount in Section
2.4(b)(i)(A), as adjusted by the Preliminary Adjustment Amount plus the Escrow
Amount (Working Capital/Indemnity), the Escrow Amount (Cranberry Adjustment) and
the Escrow Amount (Closing Adjustment Receivables) (the three such escrow
amounts in the preceding clauses (C), (D) and (E) referred to herein
collectively as the "Total Escrow Amount") constitutes the "Initial Purchase
Price".

               (c)  All payments of the Purchase Price, except for the Total
Escrow Amount, shall be made by wire transfer in immediately available funds to
an account designated by Sellers in written instructions to be delivered to
Buyers on or prior to the payment date.

               (d)  Within thirty (30) days after the First Stage Closing Date,
Sellers shall deliver to Buyers a statement (the "Closing Working Capital
Statement"), setting forth the Working Capital as of the close of business on
the First Stage Closing Date (the "Closing Working Capital") and a Cranberry
Plan Adjustment Statement (the "Cranberry Plan Adjustment Statement") setting
forth the Cranberry Plan Adjustment Amount. The Closing Working Capital
Statement and the Cranberry Plan Adjustment Statement shall be referred
collectively to as the "Adjustment Statements". The Adjustment Statements shall
be prepared by the Sellers, and the Sellers' independent accountants shall
provide an attestation thereof, in accordance with the terms of this Agreement.
The Cranberry Plan Adjustment Statement shall apply the principles

                                      -17-

<PAGE>

and will be calculated consistently with the model Cranberry Plan Adjustment
Statements attached as Annex I to Exhibit A hereto.

               (e)  During the thirty (30) day period following Buyers' receipt
of the Adjustment Statements, Sellers shall provide access to the Business
Records and Business Employees and shall cause Sellers' independent accountants
to provide Buyers' independent accountants with such access, upon reasonable
prior notice and during normal business hours, to the work papers of Sellers'
independent accountants as is reasonably necessary to verify the calculation of
the Closing Working Capital and the Cranberry Plan Adjustment Amount. The
Adjustment Statements shall be final and shall be accepted by and be binding on
the parties on the thirtieth (30th) day following delivery thereof unless Buyers
give written notice to Sellers of their disagreement with the Adjustment
Statements (such notice, a "Closing Disagreement Notice") prior to such date.
Any Closing Disagreement Notice shall specify in reasonable detail the nature of
any disagreement so asserted. If a Closing Disagreement Notice is received by
Sellers on or prior to such date, then the Adjustment Statements (as revised in
accordance with Section 2.4(f)) shall become final and binding upon each Seller
and each Buyer, on the earlier of (1) the date Sellers and Buyers resolve in
writing any differences they have with respect to the matters specified in such
Closing Disagreement Notice and (2) the date that a nationally or regionally
recognized independent accounting firm mutually agreed upon by Sellers and
Buyers (the "Accounting Firm") delivers to the Sellers and Buyers its written
determination of all disputed matters submitted to it pursuant to Section 2.4(f)
(the "Accounting Firm Determination").

               (f)  During the thirty (30) day period following delivery of a
Closing Disagreement Notice, Sellers and Buyers shall seek in good faith to
resolve in writing any differences which they may have with respect to the
matters set forth in such Closing Disagreement Notice. If any disagreement
included in the Closing Disagreement Notice is not resolved in writing within
such thirty (30) day period, Sellers and Buyers shall submit to the Accounting
Firm for review and determination of any and all matters which remain in
dispute. The scope of the Accounting Firm's review shall be limited to only
those matters which have not been resolved in writing within such thirty (30)
day period. Sellers and Buyers shall use all reasonable efforts to cause the
Accounting Firm to deliver the Accounting Firm Determination within thirty (30)
days of the receipt of such submission. Sellers and Buyers agree that the
Accounting Firm Determination shall be final and binding on the parties and that
judgment may be entered upon the Accounting Firm Determination in any court
having jurisdiction over the party against which such Determination is to be
enforced. The Accounting Firm Determination shall be accompanied by a
certificate of the Accounting Firm that it reached the Accounting Firm
Determination in accordance with the provisions of this Section 2.4. The cost
incurred in connection with the Accounting Firm Determination (including the
fees and expenses of the Accounting Firm and of any enforcement of the
Accounting Firm Determination) pursuant to this Section 2.4 shall be borne by
Buyers and Sellers in inverse proportion as they may prevail on matters resolved
by the Accounting Firm, which proportionate allocation shall be calculated on an
aggregate basis based on the relative dollar values of the amounts in dispute
and shall be determined by the Accounting Firm at the time the Accounting Firm
Determination is rendered on the merits of the matter submitted.

                                      -18-

<PAGE>

               (g)  The Initial Purchase Price shall be (i) increased by the
amount, if any, by which the Closing Working Capital, as finally determined
pursuant to this Section 2.4, exceeds the Preliminary Working Capital, and (ii)
decreased by (x) the amount of any Cranberry Plan Adjustment Amount, as finally
determined pursuant to this Section 2.4, and (y) the amount, if any, by which
the Closing Working Capital, as finally determined pursuant to this Section 2.4,
is less than the Preliminary Working Capital (the Initial Purchase Price as so
increased or decreased shall hereinafter be referred to as the "Adjusted CWC
Purchase Price"). Within five (5) Business Days after the Closing Working
Capital and the Cranberry Plan Adjustment Amount have been finally determined in
accordance with this Section 2.4, (I) if the Closing Working Capital is in
excess of the Preliminary Working Capital, Buyers shall pay to Sellers an amount
equal to such excess, together with interest thereon at a rate per annum equal
to the rate of interest from time to time publicly announced by Citibank, N.A.,
in its New York office as its prime or base rate (the "Prime Rate"), calculated
on the basis of the actual number of days elapsed over 365 from the date of
delivery of the Closing Working Capital Statement pursuant to Section 2.4(d) to
the date of payment, (II) if the Closing Working Capital is less than the
Preliminary Working Capital, Buyers shall receive from the Escrow Amount
(Working Capital/Indemnity) pursuant to the Escrow Agreement (Working
Capital/Indemnity), and from Sellers to the extent such Escrow Amount (Working
Capital/Indemnity) is insufficient, an amount equal to such deficit, together
with interest thereon at the Prime Rate, calculated on the basis of the actual
number of days elapsed over 365 from the date of delivery of the Closing Working
Capital Statement pursuant to Section 2.4(d) to the date of payment and (III) if
there is a Cranberry Plan Adjustment Amount owing from Sellers to Buyers, Buyers
shall receive from the Escrow Amount (Cranberry Adjustment) pursuant to the
Escrow Agreement (Cranberry Adjustment) and, to the extent the Escrow Amount
(Cranberry Adjustment) is insufficient, at Buyers' election, from Sellers or
from any remaining Escrow Amount (Working Capital/Indemnity), an amount equal to
the Cranberry Plan Adjustment Amount, together with interest thereon calculated
as set forth in the preceding clause; and any remaining funds in the Escrow
Amount (Cranberry Adjustment) shall be returned to Sellers pursuant to the terms
of the Escrow Agreement (Cranberry Adjustment). Payments in respect of this
Section 2.4 shall be made by wire transfer in immediately available funds to an
account that is designated by the party entitled to payment at least two (2)
Business Days prior to the date of payment.

               (h)  (i) Within one-hundred twenty (120) days after the First
Stage Closing, Buyers shall provide to Sellers a statement showing all of the
Adjustment Receivables that were included in Current Assets or Current
Liabilities on the Closing Working Capital Statement (collectively, the "Closing
Adjustment Receivables"), and stating the amount of the Closing Adjustment
Receivables that have been collected by Buyers and by Sellers (and remitted to
and received by Buyers, or credits have been issued to Buyers) as of ninety (90)
days after the First Stage Closing Date (collectively, the "Collected Closing
Adjustment Receivables I"). Buyers shall collect the Closing Adjustment
Receivables in the ordinary course of business and according to the past
practices of the Business. Buyers shall deliver monthly financial information
detailing the collections (and any dispute credits issued) described herein.

                          a.  In the event the Closing Adjustment Receivables
are in excess of the Collected Closing Adjustment Receivables I and such excess
is less than the

                                      -19-

<PAGE>

Escrow Amount (Closing Adjustment Receivables), Seller shall not at that time be
obligated to pay to Buyers the amount of such excess.

                          b.  In the event there is an excess of Closing
Adjustment Receivables over the Collected Closing Adjustment Receivables I and
such excess is also in excess of the Escrow Amount (Closing Adjustment
Receivables), Sellers shall pay to Buyers an amount of the excess of the Closing
Adjustment Receivables over the Collected Closing Adjustment Receivables I (up
to the maximum amount of the Closing Adjustment Receivables Pool), within five
(5) Business Days. In the event Sellers do not make such payment, Buyers shall
be entitled to withdraw such payment from the Escrow Amount (Closing Adjustment
Receivables), and Sellers shall continue to be liable for the amount, if any, of
such required payment in excess of the Escrow Amount (Closing Adjustment
Receivables), as well as interest on the amount of the Escrow Amount (Closing
Adjustment Receivables) so withdrawn and any such excess at the Prime Rate.

     (ii) Within one-hundred eighty (180) days after the First Stage Closing,
Buyers shall provide to Sellers a statement showing all of the Closing
Adjustment Receivables, and stating the amount of the Closing Adjustment
Receivables that have been collected by Buyers and by Sellers (and remitted to
and received by Buyers) as of one-hundred fifty (150) days after the First Stage
Closing Date (collectively, the "Collected Closing Adjustment Receivables II").
In the event the Closing Adjustment Receivables are in excess of the Collected
Closing Adjustment Receivables II, Sellers and Buyers shall effect a true-up
that results in the receipt by Buyers, in the aggregate, pursuant to Section
2.4(h)(i) and (ii) of an amount equal to such excess (up to the maximum amount
of the Closing Adjustment Receivables Pool) plus any interest payable by Sellers
under Section 2.4(h)(i)(b), (x) with any additional amount that is to be paid by
Sellers to Buyers to come first from the Escrow Amount (Closing Adjustment
Receivables) and, to the extent the Escrow Amount (Closing Adjustment
Receivables) is insufficient, then from the Sellers, in each case within five
(5) Business Days and (y) any repayment to be made by Buyers to Sellers to be
within five (5) Business Days (it being understood and agreed that any such
repayment shall not exceed the payment received by Buyers under Section
2.4(h)(i)(b)).

     (iii) Illustrations of the operation at this Section 2.4(h) are shown in
Schedule 2.4(h)(iii).

               (i)   The term "Working Capital" shall mean Current Assets minus
Current Liabilities. The term "Current Assets" means, with respect to the
Business, Receivables less reserves and allowances for Receivables determined in
accordance with Generally Accepted Accounting Principles as consistently applied
with historical methods, inventory, materials and supplies and prepaid expenses
which accrue or will accrue to the benefit of Buyers, vendor and real estate
deposits and costs incurred and not billed related to reimbursable projects for
Governmental Bodies, and the term "Current Liabilities" means accounts
payable-trade, accrued cost of service, accrued liabilities, short and long term
capital lease liabilities, advance billings and customer deposits, accrued
vacation liability as required in Section 5.4(f) and minority interest, in each
case with respect to the Business and calculated in accordance with the
principles applied in calculating the Working Capital for the Business as of
December 31, 2002, attached hereto as Schedule 2.4(i) and with Generally
Accepted Accounting Principles (except as otherwise provided on Schedule
2.4(i)). Notwithstanding anything in this Agreement to the contrary, Working
Capital shall not include any Excluded Assets or Excluded Liabilities.

                                      -20-

<PAGE>

               (j)  At the Second Stage Closing, the Escrow Amount (Second Stage
Closing) shall be released to Sellers pursuant to the Escrow Agreement (Second
Stage Closing) and the sum of the Adjusted CWC Purchase Price and such Escrow
Amount shall constitute the "Purchase Price".

          2.5  Assumed Liabilities

               (a)  Upon the terms and subject to the conditions in this
Agreement, at and as of the First Stage Closing Date, Sellers shall assign, and
Buyers shall assume and agree to honor, pay and discharge when due, all of the
following liabilities and obligations of Sellers: (i) the obligations under the
First Stage Purchased Contracts, First Stage Purchased Permits and the First
Stage Transferred Communications Licenses, to the extent arising out of, or
resulting from, facts, events and circumstances occurring, or which accrue,
after the First Stage Closing Date (other than due to any failure to comply or
breach of any of Sellers or any of their Affiliates, whether before, on or after
the First Stage Closing Date); (ii) all liabilities reflected on the balance
sheet of the Business on the First Stage Closing Date that are included as
Current Liabilities in the calculation of Working Capital; provided that to the
extent Sellers fail to make any payment provided for in Section 2.4(g)(II) the
amount equal to the amount of any such deficiency shall not be assumed by Buyers
as an Assumed Liability; (iii) all Circuit Commitments to the extent arising out
of, or resulting from, facts, events and circumstances occurring, or which
accrue, after the First Stage Closing Date (other than due to any failure to
comply or breach of any of Sellers or any of their Affiliates, whether before,
on or after the First Stage Closing Date); and (iv) those liabilities and
obligations listed on Schedule 2.5(a), in each case except any Excluded
Liabilities (collectively, the "First Stage Assumed Liabilities"); provided,
that with respect to First Stage Purchased Contracts, First Stage Purchased
Permits and First Stage Transferred Communications Licenses that are conveyed
pursuant to the last sentence of Section 2.2(a), such items will constitute
First Stage Assumed Liabilities as of the applicable conveyance date(s).

               (b)  Upon the terms and subject to the conditions in this
Agreement, at and as of (a) the Second Stage Closing Date, Sellers shall assign,
and Buyers shall assume and agree to honor, pay and discharge when due, all of
the following liabilities and obligations of Sellers: the obligations under the
Second Stage Purchased Contracts, Second Stage Purchased Permits and the Second
Stage Transferred Communications Licenses, to the extent arising out of, or
resulting from, facts, events and circumstances occurring, or which accrue,
after the Second Stage Closing Date (other than due to any failure to comply or
breach of any of Sellers or any of their Affiliates, whether before, on or after
the Second Stage Closing Date), in each case except any Excluded Liabilities
(collectively, the "Second Stage Assumed Liabilities" and, collectively with the
First Stage Assumed Liabilities, the "Assumed Liabilities").

               (c)  The Assumed Liabilities shall not include any liabilities or
obligations of Sellers which are not described in Sections 2.5(a) and (b),
including without limitation those liabilities and obligations that are listed
on Schedule 2.5(c) (the "Excluded Liabilities"), it being understood that the
Second Stage Assumed Liabilities shall constitute Excluded Liabilities until the
occurrence of the Second Stage Closing.

                                      -21-

<PAGE>

          2.6  No Offset

     Except for the determinations of Purchase Price set forth in Section 2.4,
Buyers' and Sellers' obligations under Sections 2.4 and 2.5 shall not be subject
to offset or reduction for any reason, including by reason of any actual or
alleged breach of any representation, warranty or covenant contained in this
Agreement or any of the Collateral Agreements or any right or alleged right to
indemnification hereunder or thereunder.

          2.7  Further Assurances; Further Conveyances and Assumptions; Consent
of Third Parties

               (a)  Subject to the specific terms and conditions hereof, Sellers
and Buyers agree to use reasonable best efforts to take all actions and to do
all things necessary, proper or advisable to consummate the transactions
contemplated hereby. Sellers will from time to time subsequent to the applicable
Staged Closing Date, at Buyers' request and assistance as necessary, execute and
deliver such other instruments of conveyance, assignment and transfer and take
such other actions as Buyers may reasonably request in order more effectively to
convey, assign, transfer to and vest in Buyers the Acquired Assets, subject to
any restrictions under applicable Law. Buyers and Sellers will work together
from the date of this Agreement to and following the applicable Staged Closing
Date to transfer electronic data and records and accounting and personnel
information related to the Business and similar information that are being
transferred in connection with the Business and the Acquired Assets. Buyers will
from time to time subsequent to the applicable Staged Closing Dates, at Sellers'
request, execute and deliver such other instruments of conveyance, assignment
and transfer and take such other actions as Sellers may reasonably request in
order more effectively to accomplish the assumption of the related Assumed
Liabilities.

               (b)  Anything in this Agreement or the Collateral Agreements to
the contrary notwithstanding, neither this Agreement nor the Collateral
Agreements shall constitute an attempt or agreement to sell, assign, sublease,
sublicense or assume any Acquired Asset, including without limitation, any
Contract, Permit or Communications License or Business Record or any claim or
right or any benefit or obligation thereunder or resulting therefrom, if a sale,
assignment, sublease, sublicense or assumption thereof would violate any Law or
Order or, without the Consent of a Third Party thereto or a Governmental Body,
would constitute a breach or violation of such Acquired Asset and if such a
Consent is not obtained at or prior to the applicable Staged Closing Date.
(Notwithstanding the prior sentence, Sellers' representations and warranties,
covenants and agreements regarding Acquired Assets shall include any Assets
(other than Excluded Assets), Contracts or Permits or Communications Licenses
that would constitute Acquired Assets but for the fact that a Consent is
required to sell, assign, sublease, sublicense, or assume such Assets, Contracts
or Permits or Communications Licenses.) Sellers shall use reasonable best
efforts, and Buyers shall reasonably cooperate with Sellers, to obtain such
prior Consents and to resolve the impediments to the sale, assignment, sublease,
sublicense or assumption required by this Agreement or the Collateral
Agreements; provided, that Sellers shall not be required to pay any fees or make
any other concessions to any Person in order to obtain any Consents other than
those listed on Schedule 3.3(b) in response to Sections 3.3(b)(ii) and (iii). In
the event any such Consents are not obtained on or prior to the applicable
Staged Closing Date, Sellers shall continue to use reasonable best efforts to
obtain any such Consents

                                      -22-

<PAGE>

after the applicable Staged Closing Date, and Sellers shall reasonably cooperate
with Buyers (at Buyers' request) in any lawful and economically feasible
arrangement to provide that Buyer shall receive the interest of Sellers in the
benefits under any such Asset, Contract or Permit which require Consent to sell,
assign, sublease, sublicense, or assume such Asset, Contract or Permit,
including performance by Sellers, as agent, if economically feasible; provided,
that Buyers shall undertake to pay or satisfy the corresponding liabilities for
the enjoyment of such benefit to the extent Buyers would have been responsible
therefor hereunder if such Consent had been obtained; provided, further that
Sellers shall not be required to pay any fees or make any other concessions to
any Person in order to obtain any Consents other than those listed on Schedule
3.3(b) in response to Sections 3.3(b) (ii) and (iii). Upon the receipt of any
such Consent(s) after the applicable Staged Closing Date, the relevant Asset(s),
Contract(s) and/or Permit(s) and/or Communications License(s) shall constitute
Acquired Assets. During such time as the parties are attempting to obtain
Consents to assignment or assumption of any Contracts hereunder following the
applicable Staged Closing Date (including, any Contract that required a Consent
of a court for Sellers to perform services or receive compensation under the
Contract), if, and to the extent that, Buyers are unable to provide services
under any such Contract (including, by virtue of the fact that a court does not
provide its Consent to Sellers ceasing to perform services under the Contract or
otherwise), Sellers may, notwithstanding anything to the contrary herein,
continue to do so, if they so elect, and receive their customary fees and
expenses thereunder, or if Sellers are unable to do so for any reason (and
Buyers are not able for any reason to perform the work being performed by the
Seller), Sellers may terminate or withdraw from the Contract where necessary to
avoid material Losses (unless Buyers agree to indemnify, defend and hold
harmless Sellers under Section 8.2(c)).

          2.8  Delivery of Guaranties

     Simultaneously with the execution and delivery of this Agreement, (i)
Buyers' Parent is executing and delivering a guaranty to Sellers, the form of
which is attached hereto as Exhibit B (the "Buyers' Parent Guaranty"), and (ii)
Sellers' Parent is executing and delivering to Buyers a guaranty, the form of
which is attached hereto as Exhibit C (the "Sellers' Parent Guaranty").

     3.   Representations and Warranties of Sellers

     Sellers hereby jointly and severally represent and warrant to Buyers as
follows:

          3.1  Organization and Qualification

     Each Seller is a corporation, limited partnership or limited liability
company, as applicable, duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, and has all requisite power
and authority to carry on the Business as currently conducted and to own, lease
or license and operate the Acquired Assets owned, leased or licensed by it as
currently operated. Sellers are licensed or qualified to do business and are in
good standing as foreign corporations in each jurisdiction set forth on Schedule
3.1. Except as set forth on Schedule 3.1, no Seller owns any capital stock or
other equity interest in any Person. Except as set forth on Schedule 3.1, all of
the capital stock of Sellers is held by BCI or other Sellers party hereto.

                                      -23-

<PAGE>

          3.2  Authorization; Binding Effect

               (a)  Each Seller has all requisite power and authority to execute
and deliver this Agreement and each Collateral Agreement to which it will be a
party and to effect the transactions contemplated hereby and thereby. Except as
set forth on Schedule 3.2, the execution, delivery and performance by each
Seller of this Agreement and each Collateral Agreement to which it will be a
party and the consummation by each Seller of the transactions contemplated
hereby and thereby have been duly and validly approved by each Seller's board of
directors and, to the extent required by applicable Law or Contract, by any
Affiliate of any Seller, and all stockholders or other securityholders of each
Seller (and each Affiliate of any Seller) entitled to vote thereon, and no other
actions or proceedings on the part of any Seller (or any Affiliates of any
Seller or any stockholder or other securityholder of any Seller or any
Affiliates of any Seller) are necessary to authorize the execution, delivery and
performance by each Seller of this Agreement or the Collateral Agreements to
which it will be a party or the transactions contemplated hereby and thereby.

               (b)  Except as set forth on Schedule 3.2, this Agreement has
been, and each Collateral Agreement to which Sellers will be a party will be, on
or prior to First Stage Closing Date, duly and validly executed and delivered by
each Seller, as applicable. Assuming due execution by Buyers, this Agreement is,
and each Collateral Agreement to which Sellers will be a party, when duly
executed and delivered by each applicable Seller, will be, valid and legally
binding obligations of each applicable Seller, enforceable against each
applicable Seller in accordance with their respective terms, except as such
agreements may be subject to bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws and equitable principles
relating to or affecting or qualifying the rights of creditors generally and
general principles of equity.

          3.3  Non-Contravention; Consents

               (a)  Except as set forth on Schedule 3.3(b), the execution and
delivery of this Agreement by each Seller and the Collateral Agreements by each
Seller party thereto, and the consummation of the transactions contemplated
hereby and thereby, do not and will not: (i) conflict with or result in a breach
or violation of any provision of any organizational document of Sellers' Parent
or any Seller, provided that the approvals of the shareholders of Sellers'
Parent and of the Sellers are required to effect the name changes contemplated
in Section 5.17(a); (ii) violate or result in a breach of or constitute an
occurrence of default under any provision of, result in the acceleration or
cancellation of any obligation under, or give rise to a right by any party to
terminate or amend its obligations under, any Contract to which any Seller is a
party or is otherwise bound, except in each case for Contracts that are not
material to the conduct of the Business and having an annual value or involving
annual consideration that is less than $100,000 individually or $1,000,000 in
the aggregate, or that would not materially impair, delay or prevent the
consummation by any of the Sellers of the transactions contemplated by this
Agreement or any of the Collateral Agreements; (iii) or result in the creation
of any Encumbrance upon any of the Acquired Assets (other than a Permitted
Encumbrance), or permit the acceleration of the maturity of any indebtedness of
Sellers or indebtedness secured by any of the Acquired Assets, having a value in
excess of $100,000 individually or $1,000,000 in the

                                      -24-

<PAGE>

aggregate; or (iv) violate in any material respect any Law or Order of any
Governmental Body (including any State PUC) having jurisdiction over any Seller
or the Acquired Assets.

               (b)  No Consent (including a waiver of any right of first refusal
or first offer) of, filing or registration with, or cooperation from, any
Governmental Body or any other Person not a party to this Agreement is necessary
in connection with the execution, delivery and performance by Sellers of this
Agreement or the Collateral Agreements to which Sellers will be a party or the
consummation by Sellers of the transactions contemplated hereby or thereby,
except for (i) any filings required to be made under the HSR Act, (ii) filings
with the FCC under the Communications Act of 1934, as amended (the
"Communications Act"), and filings with State PUCs as required by applicable
Law, as set forth in Schedule 3.3(b), and (iii) Consents of Third Parties
required to transfer or assign to Buyers the Acquired Assets, or assign the
benefits of or delegate performance with regard thereto, in each case as set
forth in Schedule 3.3(b), except in each case for Purchased Contracts (other
than Customer Contracts) and Permits or other Acquired Assets that are not
material to the conduct of the Business and have a value or involving
consideration having an annual value or involving annual consideration of less
than $200,000 individually and $1,000,000 in the aggregate and Customer
Contracts that are not material to the conduct of the Business and have a value
or involving consideration having an annual value of less than $500,000 (the
"Sellers' Consents").

          3.4  Title to Purchased Assets; Sufficiency of Assets

               (a)  Sellers have, and at the applicable Staged Closing Date will
have, good and valid title to, or a valid and binding leasehold interest, right,
or license in, the Acquired Assets, free and clear of any Encumbrance (except
for Permitted Encumbrances, excluding on the applicable Staged Closing Date,
those contemplated by Section 7.2(f) to be removed). Except as set forth on
Schedule 3.4(a), Sellers have the full right to sell, convey, transfer, assign
and deliver the Acquired Assets to Buyers, and, at and as of the applicable
Staged Closing Date, Sellers will sell, convey, transfer, assign and deliver the
Acquired Assets to Buyers by instruments of sale, conveyance, transfer and
assignment effective to vest in Buyers, and Buyers shall have, good and valid
title to, or a valid and binding leasehold interest, right, or license in, all
of the Acquired Assets, free and clear of all Encumbrances (except for Permitted
Encumbrances, excluding on the applicable Staged Closing Date, those
contemplated by Section 7.2(f)).

               (b)  Except as set forth on Schedule 3.4(b), all of the tangible
Purchased Assets, whether real or personal, owned or leased, have been well
maintained and are in good operating condition and repair (with the exception of
normal wear and tear) in all material respects.

               (c)  Except as set forth on Schedule 3.4(c) or with respect to
other items which are not material to the conduct of the Business or which have
a value of less than $100,000, the Acquired Assets constitute all of the Assets,
Contracts, Permits and Communications Licenses (in each case, except for the
Excluded Assets) that are currently used in the conduct of the Business
(including the operation of the Network).

                                      -25-

<PAGE>

          3.5  Licenses and Permits

               (a)  Sellers have obtained all necessary registrations,
certifications and other regulatory authorizations from the appropriate state
and local Governmental Bodies (collectively, the "State Licenses"), including
State PUCs, and hold all licenses, permits, certificates, franchises,
registrations and other authorizations issued by the Federal Communications
Commission (collectively, the "FCC Licenses"), that are required for the conduct
of the Business as currently conducted, and for the holding of the Acquired
Assets, except where the failure to hold such State Licenses or FCC Licenses
(collectively, the "Communications Licenses") would not reasonably be expected
to result in a Material Adverse Effect. All of the Communications Licenses are
set forth in Schedule 3.5(a) hereto.

               (b)  Other than Communications Licenses that are immaterial, each
of the Communications Licenses was duly issued (to Sellers' Knowledge) and is
valid and in full force and effect and each of the Communications Licenses has
not been modified, canceled, revoked, or conditioned in any adverse manner other
than in a manner that is immaterial.

               (c)  Each holder of a Communications License is set forth in
Schedule 3.5(c) and has operated in all material respects in compliance with all
terms thereof. Each holder of a Communications License is in all material
respects in compliance with, and its businesses have operated in all material
respects in compliance with, the Communications Act, as applicable, and with any
other applicable Laws and Orders, and has filed all registrations and reports
and paid all required fees, including any renewal applications, required by the
Communications Act and any applicable Laws and Orders. Except as would not
reasonably be expected to result in a Material Adverse Effect, (i) there is no
pending or, to Sellers' Knowledge, threatened Action by or before the FCC or any
State PUC to revoke, cancel, suspend, modify or refuse to renew any of the
Communications Licenses, and (ii) except as set forth in Schedule 3.5(c), there
is not now any issued, outstanding or, to Sellers' Knowledge, threatened notice
by the FCC or any State PUC of any violation or complaint against Sellers with
respect to the operation of their respective businesses.

               (d)  Except as set forth in Schedule 3.5(d) or as would not
reasonably be expected to result in a Material Adverse Effect, no event has
occurred that permits the revocation or termination of any of the Communications
Licenses or the imposition of any restriction thereon.

               (e)  Sellers hold (i) all valid and effective Permits, leases,
Communications Licenses, Easements, rights of way, licenses and other Consents,
whether issued by a Governmental Body or otherwise, necessary to retain in
place, operate and use the Owned Portion as currently conducted, (ii) all valid
and effective IRUs and other agreements, or any other Consents necessary to
retain in place, operate and use the IRU Portion as currently conducted, and
(iii) all material Permits that are required for them to own, lease or operate
their Assets and to carry on the Business as currently conducted, except as set
forth on Schedule 3.5(e). Sellers are in compliance in all material respects
with each Permit identified on Schedule 3.5(e), and no Action is pending or, to
Sellers' Knowledge, threatened to revoke or limit any such Permit. Except as set
forth on Schedule 3.5(e), Sellers have received no notice of and have no
Knowledge of any event or circumstance that could reasonably be expected to
cause a

                                      -26-

<PAGE>

material impairment of their rights to retain, operate and/or use the Owned
Portion or the IRU Portion.

          3.6  Compliance With Laws; Litigation

               (a)  Except as set forth on Schedule 3.6(a) and except as would
not materially impair, delay or prevent the consummation by any of the Sellers
of the transactions contemplated hereby, Sellers are in material compliance with
all Laws and Orders applicable to the Business or the Acquired Assets.

               (b)  Except as set forth on Schedule 3.6(b), no Order that names
a Seller and is related to the Business or the Acquired Assets is in effect and
that imposes a material obligation on the ongoing conduct of the Business
(including the operation of the Network). Except as set forth on Schedule
3.6(b), Sellers have not entered into any agreement to settle or compromise any
Action pending or threatened against them which has involved any obligation
other than the payment of money or for which Sellers have any continuing
obligation. Except for individual Actions having an amount in controversy, and
which could not reasonably result in a Loss of, greater than $200,000, and
except as set forth on Schedule 3.6(b), there are no Actions pending (to
Sellers' Knowledge with respect to investigations of Governmental Bodies) or, to
Sellers' Knowledge, threatened, against or affecting Sellers or any of their
officers, directors, employees, agents or stockholders in their capacity as
such, in each case with respect to the Business or the Acquired Assets, and to
Sellers' Knowledge, there are no facts or circumstances which may give rise to
any of the foregoing.

               (c)  There are no Actions pending (to Sellers' Knowledge with
respect to investigations of Government Bodies) or, to Sellers' Knowledge,
threatened by or against Sellers with respect to this Agreement or any of the
Collateral Agreements, or in connection with the transactions contemplated
hereby or thereby, and Sellers have no reason to believe there is a valid basis
for any such Action.

          3.7  Business Employees; Employee Benefits

               (a)  Schedule 3.7(a) contains a list of the position held and
aggregate annual compensation for Sellers' last fiscal year and date of hire
with respect to each Business Employee (which list shall be updated as of the
First Stage Closing Date and no update is deemed to be an inaccuracy if in
compliance with Section 5.2).

               (b)  Schedule 3.7(b) contains a list of all Benefit Plans (which
list shall be updated as of the First Stage Closing Date and no update is deemed
to be an inaccuracy if in compliance with Section 5.2). With respect to each of
the Benefit Plans identified on Schedule 3.7(b), Sellers have made available to
the Buyers true and complete copies of all plan documents and benefit schedules,
or if none exist, a summary of the material terms thereof.

               (c)  Each Benefit Plan has been administered in accordance with
its terms, except for any failures so to administer any Benefit Plan that would
not individually or in the aggregate have a Material Adverse Effect with respect
to the Business. Sellers and all Benefit Plans are in [material] compliance with
the applicable provisions of ERISA, the Code

                                      -27-

<PAGE>

and all other applicable Laws and Orders and the terms of all applicable
collective bargaining agreements, except for any failures to be in such
compliance that would not individually or in the aggregate have a Material
Adverse Effect with respect to the Business.

               (d)  Except as set forth on Schedule 3.7(d), no Seller sponsors,
maintains or contributes to any Benefit Plan that is subject to Title IV of
ERISA and no Benefit Plan is a multiemployer plan (within the meaning of Section
3(37) of ERISA). No Benefit Plan which is subject to Title IV of ERISA has been
terminated and all contributions to any such plan which are due have been paid.

               (e)  Sellers are in [material] compliance with all Federal,
state, local and foreign requirements regarding employment, except for any
failures to comply that would not individually or in the aggregate have a
Material Adverse Effect with respect to the Business. No Seller is a party to
any collective bargaining or other labor union contract applicable to persons
employed by any Seller in the United States and as of the date of this Agreement
no such collective bargaining agreement is being negotiated by any Seller. There
is no (i) strike against or otherwise affecting any Seller pending, or to
Seller's Knowledge, threatened; or (ii) work stoppage or other labor dispute
against or otherwise affecting any Seller pending or, to Sellers' Knowledge,
threatened, which may materially interfere with the respective business
activities of any Seller with respect to the Business. To Sellers' Knowledge,
within the last three (3) years, no Seller or any of their respective
representatives or employees has committed any unfair labor practice in
connection with the operation of the respective businesses of Sellers, and there
is no action, charge or complaint against any Seller by the National Labor
Relations Board or any comparable Governmental Body pending or, to Sellers'
Knowledge, threatened in writing.

               (f)  (i)   No employee of any Seller will be entitled to any
additional benefits or any acceleration of the time of payment or vesting of any
benefits under any Benefit Plan or otherwise (other than acceleration of vesting
of options in accordance with their terms) as a result of the transactions
contemplated by this Agreement, (ii) no amount payable, or economic benefit
provided, by any Seller (including any acceleration of the time of payment or
vesting of any benefit (other than acceleration of vesting of options in
accordance with their terms)) could be considered an "excess parachute payment"
under Section 280G of the Code and (iii) no person is entitled to receive any
additional payment from any Seller or any other person in the event that the
excise tax of Section 4999 of the Code is imposed on such person, in each case
except where such additional benefits or payments or acceleration (other than
acceleration of vesting of options in accordance with their terms), would not
individually or in the aggregate have a Material Adverse Effect with respect to
the Business.

               (g)  Except as set forth in Schedule 3.7(g), no Seller has
implemented any plant closing or layoff of employees that could implicate the
Worker Adjustment Retraining and Notification Act of 1988, as amended ("WARN"),
or any similar state or local Law, within the last 90 days.

          3.8  Contracts

     Schedule 3.8 contains a complete and accurate list of all Contracts to
which one or more of the Sellers are a party and that are related to the
Business as follows (which list shall be

                                      -28-

<PAGE>

updated as of the First Stage Closing Date and the Second Stage Closing Date and
no such update is deemed to be an inaccuracy if in compliance with Section 5.2).

               (a)  any Employment Agreement or other Contract of any kind with
any stockholder, director, officer or employee of any Seller or any of its
Affiliates;

               (b)  any Customer Contracts, except for (i) Customer Contracts
that generate aggregate annual revenues of $500,000 or less, or (ii) Customer
Contracts entered into on or after November 30, 2002;

               (c)  any Contract with any Person for the purchase or delivery of
goods, or performance of services, to Sellers, including goods or services used
to provide services, or to be resold, to Sellers' customers, in each case other
than Contracts entered into in the ordinary course of business or having a value
or annual consideration less than $100,000 or that has a term, or requires the
performance of any obligations by any Seller over a period of less than one (1)
year;

               (d)  any Contract which is material to the conduct of the
Business or that has a value in excess of $100,000 pursuant to which any Seller
grants or is granted any license or other rights to use any of the Acquired
Assets or any material rights of joint use with respect to any of the Acquired
Assets (other than any Real Property Lease or IP License or IPR License);

               (e)  any Contract with a sales representative, sales agency,
0advertising agency or other Person engaged in sales or promotional activities,
or any Contract to act as one of the foregoing on behalf of any Person in which
the expected annual payment to such Person is in excess of $100,000;

               (f)  any Contract pursuant to which any Seller has made or will
make loans or advances, or has or will have incurred debts or become a guarantor
or surety or pledged its credit on or otherwise become responsible with respect
to any undertaking of another Person (except for the negotiation or collection
of negotiable instruments in transactions in the ordinary course of business),
individually in excess of $25,000 or in the aggregate in excess of $100,000;

               (g)  any indenture, credit agreement, loan agreement, note,
mortgage, security agreement, lease of real property or personal property, loan
commitment or other Contract relating to the borrowing of funds, an extension of
credit or financing, individually in excess of $25,000 and in the aggregate in
excess of $100,000;

               (h)  any Contract having a value or containing payment or other
obligations in excess of $25,000 involving a partnership, joint venture or other
cooperative undertaking;

               (i)  any Contract involving any material restrictions with
respect to the geographical area of operations or scope or type of business of
any Seller, including the Business;

                                      -29-

<PAGE>

               (j)  any power of attorney or agency Contract with any Person
pursuant to which such Person is granted the authority to act for or on behalf
of any Seller, or any Seller is granted the authority to act for or on behalf of
any Person;

               (k)  any Contract, whether or not fully performed, relating to
any acquisition or disposition of any stock of, or any material portion of the
assets of, any Seller, or any acquisition or disposition of any subsidiary,
division, line of business or real property of any Seller, except as such
Contract relates to any Excluded Asset or Excluded Liability; and

               (l)  any Contract having a value individually in excess of
$100,000 or in the aggregate in excess of $300,000, not made in the ordinary
course of business and consistent with past practice and that is to be performed
in whole or in part at or after the date hereof.

     Sellers have provided Buyers with access to (i) true, accurate and complete
copies of each of the Contracts and the other documents set forth on Schedule
3.8, as amended or modified and (ii) a written description of each oral
arrangement so listed on Schedule 3.8.

     Each and all of (i) the Customer Contracts and (ii) the other Contracts
which, individually or in the aggregate, are material to the Business are valid
and binding on the applicable Seller and, to such Seller's Knowledge, on the
other parties thereto in accordance with its terms and is in full force and
effect. Except as set forth on Schedule 3.8(m), no Seller has received any
written notice that it is in default or breach of and is otherwise delinquent in
performance in any material respect under any Contract, and, to Sellers'
Knowledge, each of the other parties thereto has performed in all material
respects all obligations required to be performed by it and is not in default in
any material respect thereunder.

     Except as set forth on Schedule 3.8(n), since December 31, 2002, no $500K
Customer has terminated or informed a Seller that it intends to terminate,
renegotiate or let expire, or materially reduce the amount of goods and/or
services received under, such Customer Contract(s) and, to Sellers' Knowledge,
there are no material disputes with any $500K Customers.

          3.9  Financial Statements; Absence of Changes

               (a)  Schedule 3.9(a)(i) contains correct and complete copies of
the audited consolidated statements of BCI of (1) Assets and Liabilities, (2)
Income Statement and (3) Cash Flows (the "Statements"), in each case for the
fiscal year ended December 31, 2001 and the unaudited Statements for the
nine-months ended September 30, 2002 (collectively, the "Financial Statements").
Also attached as Schedule 3.9(a)(i) is a correct and complete copy of the
unaudited consolidated balance sheet and profit and loss statement of BCI and
the Sellers for each of October 2002, November 2002, December 2002 and January
2003 (collectively, the "Monthly Statements"). The Financial Statements and the
Monthly Statements include information with respect to and reflect the financial
condition and results of operation of the Retained Business which are not being
transferred hereby, and as to which Sellers makes no representation or warranty
of any kind. The Financial Statements and Monthly Statements were prepared in
conformity with Generally Accepted Accounting Principles, except as set forth on

                                      -30-

<PAGE>

Schedule 3.9(a)(ii) and subject, in the case of the unaudited Statements for the
nine-months ended September 30, 2002 and the Monthly Statements, to year-end
adjustments consistent with past practice.

               (b)  Except as set forth therein or on Schedule 3.9(b) with
respect to the Business, the Financial Statements and Monthly Statements present
fairly the consolidated financial condition and results of operations of BCI and
its subsidiaries as of and for the periods then ended.

               (c)  Schedule 3.9(c) is an accurate and complete aging schedule
of all Receivables as of November 30, 2002. Except as set forth on Schedule 3.9
(c), (i) each Receivable represents a sale made in the ordinary course of
business which arose pursuant to an enforceable written Contract for a bona fide
sale of goods or for services performed, and (ii) the applicable Seller has
performed all of its obligations to produce the goods or perform the services to
which such Receivable relates.

               (d)  Except as set forth in the balance sheets included in the
Financial Statements or the balance sheets in the Monthly Statements or on
Schedule 3.9(d), there are no liabilities, debts, claims or obligations, whether
accrued, absolute, contingent or otherwise, whether due or to become due that
are required to be included in such Financial Statements in accordance with
Generally Accepted Accounting Principles or which are contemplated by this
Agreement to constitute Assumed Liabilities.

               (e)  Since December 31, 2002, Sellers have conducted and operated
the Business in the ordinary course consistent with past practice, and except as
set forth in Schedule 3.9(e):

                    (i)    there has been no material destruction, damage or
     other loss to any material Purchased Assets;

                    (ii)   other than in the ordinary course of business, there
     has been no sale, lease, or other disposition of any Acquired Asset, except
     for any such transaction less than $100,000 individually in value or
     $250,000 in value in the aggregate for all such transactions;

                    (iii)  Except in compliance with Section 5.15, other than in
     the ordinary course of business consistent with past practice, there has
     been no purchase, lease or other acquisition of any properties or assets
     related to the Business or other capital expenditures related to the
     Business or with respect to the Acquired Assets other than any such
     transaction less than $100,000 individually in value or $250,000 in the
     aggregate for all such transactions;

                    (iv)   no Seller has entered into or authorized any material
     Contract related to the Business or any material amendment or modification
     to any such Contract, other than in the ordinary course of business and
     consistent with past practice; and, to Sellers' Knowledge, no parties to
     such Contracts (including any Seller) having the

                                      -31-

<PAGE>

     right to do so have accelerated, terminated, made modifications to or
     cancelled any such Contract.

                    (v)    no Seller has suffered or permitted the imposition of
     any material Encumbrance (other than Permitted Encumbrances) upon any
     Acquired Asset;

                    (vi)   no Seller has granted any license or sublicense of
     any rights under or with respect to any IP or IPR related to the Business
     other than in the ordinary course of business and consistent with past
     practice;

                    (vii)  no Seller has made any loan or advance, individually
     in excess of $10,000 or in the aggregate in excess of $25,000, or capital
     contribution to, or investment in, any other Person;

                    (viii) no Seller has entered into any transaction or
     arrangement of any kind with any director, officer or employee of any
     Seller or any Affiliate of any Seller (other than another Seller), except
     as set forth in Schedule 3.8 in response to Section 3.8(a);

                    (ix)   no Seller has granted any increase in the base
     compensation of any of the Business Employees other than in the ordinary
     course of business consistent with past practice;

                    (x)    no Seller has made any other material change to the
     employment terms for any of the Business Employees terminated the
     employment of any material Business Employee of any Seller or established
     or materially modified any Benefit Plan other than as required by
     applicable Law or entered into an Employment Agreement;

                    (xi)   no change has occurred (or circumstance involving a
     prospective change) which is reasonably likely to have a Material Adverse
     Effect;

                    (xii)  no Seller has waived, released or canceled any claims
     against third parties or debts owing to it or any rights which have a value
     in excess of $200,000 individually or $1,000,000 in the aggregate;

                    (xiii) no Seller has made any changes in its accounting
     systems, policies, principles or practices, other than any changes required
     by applicable accounting standards or the Securities and Exchange
     Commission rules and regulations;

                    (xiv)  no Seller has made any borrowing, incurred any debt
     (other than ordinary course borrowings under the Credit Agreement and trade
     payables in the ordinary course of business and consistent with past
     practice) or assumed, guaranteed, endorsed (except for the negotiation or
     collection of negotiable instruments in transactions in the ordinary course
     of business and consistent with past practice and the guarantee of lease
     obligations by Broadwing Communications Real Estate Services LLC) or
     otherwise become liable (whether directly, contingently or otherwise) for
     the

                                      -32-

<PAGE>

     obligations of any other Person, or made any payment or repayment in
     respect of any indebtedness (other than ordinary course borrowings under
     the Credit Agreement and accrued expenses in the ordinary course of
     business and consistent with past practice), in each case, in excess of
     $50,000 individually or $200,000 in the aggregate;

                    (xv)   no Seller has paid any amount, performed any
     obligation or agreed to pay any amount or perform any obligation, in
     settlement or compromise of any Action or other claims of liability against
     any Seller, or any of its directors, officers, employees or agents, in each
     case, in excess of $200,000 individually or $500,000 in the aggregate; or

                    (xvi)  no Seller has contractually committed or agreed to
     any of the foregoing in the future.

          3.10 Intellectual Property

               (a)  Sellers own or possess the right to use all of the Seller IP
and Seller IPR. Sellers have the right to convey by sale or by license any such
Seller IP and Seller IPR that is so conveyed.

               (b)  Sellers have not granted any license to any Person to use
any of the Seller IP or Seller IPR other than in the ordinary course of
business. Except as set forth on Schedule 3.10, (i) no Action is pending or, to
Sellers' Knowledge, threatened, against Sellers or any of their Affiliates where
any of the Seller IP or Seller IPR is the basis for the Action; (ii) no Seller
has received written notice that a Person has claimed and, to Sellers' Knowledge
no Person has alleged, any rights to the Seller IP or Seller IPR; (iii) to
Sellers' Knowledge, the conduct by Sellers of the Business, any process, method,
part, design, material or other Seller IP or Seller IPR it employs, and the
marketing and use by Sellers of such Business and Seller IP or Seller IPR, in
each case, does not infringe any IP or IPR of any other Person; (iv) Sellers are
not obligated to pay any recurring royalties to any Person with respect to the
use of any Seller IP or Seller IPR; and (v) to Sellers' Knowledge, no other
Person has interfered with, infringed upon, or misappropriated, any Seller IP or
Seller IPR.

               (c)  Upon the applicable Staged Closing Date, Sellers will,
subject to any third party rights therein, deliver to Buyers complete and
correct copies of the source code, object code and user and technical
documentation for all computer software included in the Seller IP and Seller
IPR.

          3.11 Real Property

               (a)  Schedule 3.11(a)(i), sets forth a true, accurate and
complete list of all of the parcels of land owned by any Seller and used by such
Seller in the conduct of the Business by street address, block and lot or other
appropriate description (the "Owned Real Property"). Schedule 3.11(a)(ii) sets
forth (i) a true, accurate and complete list of all of the leases of real
property to which any Seller is a party and which provide for the lease to or by
any Seller of any real property and used by such Seller in the conduct of the
Business (all such real property leased to any Seller, collectively, the "Leased
Real Property") and (ii) the street

                                      -33-

<PAGE>

addresses and current use of all of the Leased Real Property. Except as
otherwise disclosed on Schedule 3.11(a)(i), Sellers hold fee simple title to the
Owned Real Property, subject only to the Permitted Encumbrances. Except as
otherwise disclosed on Schedule 3.11(a)(ii), Sellers have a valid leasehold
interests in the Leased Real Property leased to or by Sellers pursuant to the
leases described on Schedule 3.11(a)(ii) (the "Real Property Leases"), subject
only to the Permitted Encumbrances. Except as otherwise disclosed on Schedule
3.9(a)(iii), Sellers hold good title to those licenses or Easements appurtenant
to the Leased Real Property or Owned Real Property necessary to conduct the
Business in all material respects as it is currently being conducted (the
Easements and the Leased Real Property and the Owned Real Property, collectively
the "Real Property"), subject only to Permitted Encumbrances.

               (b)  All of the Real Property Leases necessary to conduct the
Business in all material respects as it is currently conducted are in full force
and effect, and are valid and enforceable in accordance with their respective
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws in effect which affect
the enforcement of creditors' rights generally, by equitable limitations on the
availability of specific remedies and by principles of equity.

               (c)  No Seller has received any notice of any, and, to Seller's
Knowledge, there exists no, dispute, claim, event of default or event which
constitutes or would constitute (with notice or lapse of time or both) a default
under any Real Property Lease or Easement, except in each case that would not
result in, or would not reasonably be expected to result in, individually or in
the aggregate, a liability or other obligation with respect to the Business in
an amount in excess of $100,000. All rent due and payable with respect to the
Real Property Leases have been paid through the date of this Agreement and all
rent due and payable with respect to the Real Property Leases on or prior to the
Staged Closing Dates will have been paid on or prior to the Staged Closing Dates
or the parties will otherwise reimburse the others so that they have effectively
prorated the rent.

          3.12 Taxes

               (a)  None of the Purchased Assets is "tax exempt use property"
within the meaning of Section 168(h) of the Code; (b) no liens for material
Taxes have been filed and no material claims for Taxes have been asserted in
writing, with respect to the Acquired Assets, the Assumed Liabilities or the
Business, except for taxes that are being contested in good faith by Sellers and
their Affiliates; (c) Sellers have paid all material Taxes required to be paid
by it with respect to the Business, the Acquired Assets and the Assumed
Liabilities that could become liens against the Business or the Acquired Assets
or could otherwise affect the Buyer; and (d) all Taxes which are required by Law
or Order to be withheld or collected with respect to the Business, including
sales and use taxes, and amounts required to be withheld for Taxes of employees,
have been duly withheld or collected and, to the extent required, have been paid
over to the proper Governmental Bodies or are held in separate bank accounts for
such purpose.

          3.13 Brokers

     No broker, investment banker, financial advisor or other Person is entitled
to any broker's, finder's, financial advisor's or other similar fee or
commission from Buyers in

                                      -34-

<PAGE>

connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of any Seller or any of their respective
Affiliates.

          3.14 Environmental Matters.

     Except as set forth on Schedule 3.14 or as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect:

               (a)  Each Seller is complying in all [material] respects with all
applicable Environmental Laws and Orders, which compliance includes the
possession and maintenance of all Environmental Permits that are necessary for
the operation of the Business.

               (b)  No Seller is a party to any Action nor, to Sellers'
Knowledge, is any Action threatened, against any Seller with respect to the
Business that relates to any Environmental Laws or Orders or any Hazardous
Substance.

               (c)  There are no Environmental Liabilities of any Seller with
respect to the Business, and, to Sellers' Knowledge, there are no facts,
conditions, situations or set of circumstances that could reasonably be expected
to result in or be the basis of any such Environmental Liability.

               (d)  This Section 3.14 contains the sole and exclusive
representations and warranties of the Sellers with respect to any environmental
matters.

          3.15 Network

     The Network (i) is operational, (ii) has a minimum of 12 fibers in each
segment cross-section, with an average of 28 fibers or more, and (iii) covers
approximately 18,700 route miles of fiber-optic transmission facilities across
the contiguous United States, as set forth on Schedule 1.1(e), including
approximately 7,700 route miles built and owned by Sellers (the "Owned Portion")
and approximately 11,000 miles acquired through IRUs (the "IRU Portion").

          3.16 Overall Material Adverse Effect

     The preceding representations and warranties of Sellers in this Article 3
(with the deletion of any and all references to materiality or Material Adverse
Effect or any other materiality qualifiers as set forth therein) do not result
in any breach or inaccuracy in any and all such representations and warranties,
where such breach and/or inaccuracy would individually or in the aggregate have,
or be reasonably likely to have, a Material Adverse Effect on the Business or
the Buyers (taken as a whole).

          3.17 No Other Representations

     EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 3
OR IN THE COLLATERAL AGREEMENTS (TO THE EXTENT THAT THE SELLERS ARE PARTY
THERETO), SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
WRITTEN OR ORAL, AND HEREBY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW
DISCLAIMS ANY SUCH

                                      -35-

<PAGE>

REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WHETHER BY SELLERS, THEIR
AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, PARTNERS, MEMBERS, PRINCIPALS,
EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT
TO THE ACQUIRED ASSETS, ASSUMED LIABILITIES AND THE BUSINESS OR THE EXECUTION
AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     4.   Representations and Warranties of Buyers

     Buyers represent and warrant to Sellers that:

          4.1  Organization and Qualification

     Each Buyer is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware, and each Buyer has
all requisite limited liability company power and authority to carry on its
business as currently conducted and to own or lease and operate its properties.

          4.2  Authorization; Binding Effect

               (a)  Each Buyer has all requisite limited liability company power
and authority to execute and deliver this Agreement and the Collateral
Agreements and to effect the transactions contemplated hereby and thereby and
has duly authorized the execution, delivery and performance of this Agreement
and the Collateral Agreements by all requisite limited liability company action.

               (b)  This Agreement has been duly executed and delivered by each
Buyer and this Agreement is, and each of the Collateral Agreements when duly
executed and delivered by each Buyer will be, valid and legally binding
obligations of such Buyer enforceable against it in accordance with its terms,
except as such agreements may be subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws and equitable
principles relating to or affecting or qualifying the rights of creditors
generally and general principles of equity.

          4.3  No Violations

               (a)  The execution, delivery and performance of this Agreement
and the Collateral Agreements by Buyers and the consummation of the transactions
contemplated hereby and thereby do not and will not (i) conflict with or result
in a breach or violation of any provision of the limited liability company
agreement of any Buyer; (ii) violate or result in a breach of or constitute an
occurrence of default under any provision of, result in the acceleration or
cancellation of any obligation under, or give rise to a right by any party to
terminate or amend its obligations under, any mortgage, deed of trust,
conveyance to secure debt, note, loan, indenture, lien, lease, contract,
agreement, instrument, order, judgment, decree or other arrangement or
commitment to which any Buyer is a party or by which it or its assets or

                                      -36-

<PAGE>

properties are bound, or result in the creation of any Encumbrance (other than a
Permitted Encumbrance) upon any of its assets or properties, which violation,
breach, default or Encumbrance would individually or in the aggregate be have a
Material Adverse Effect with respect to Buyers (taken as a whole); or (iii)
violate any Law or Order of any Governmental Body having jurisdiction over
Buyers or any of their properties, which violation would individually or in the
aggregate be material to Buyers or materially impair, delay or prevent the
consummation by Buyers of the transactions contemplated hereby.

               (b)  Except as set forth on Schedule 4.3(b), no Consent of,
registration, declaration or filing with, any Person (including any Governmental
Body) is required to be obtained by Buyers in connection with the execution and
delivery by Buyers of this Agreement and the Collateral Agreements to which
Buyers will be a party or the consummation by Buyers of the transactions
contemplated hereby or thereby that has not been obtained, other than any
filings required to be made under the HSR Act (such scheduled Consents
registrations, declarations and filings being referred to herein collectively as
the "Buyers' Consents"), and other such consents the failure to obtain which
would not materially impair, delay or prevent the consummation of the
transactions contemplated hereby.

          4.4  Litigation

               (a)  Except as set forth on Schedule 4.4(a) and except as would
not materially impair, delay or prevent the consummation by any of the Buyers of
the transactions contemplated hereby, Buyers are in material compliance with all
Laws and Orders applicable to Buyers.

               (b)  Except for individual Actions having an amount in
controversy, and which could not reasonably result in a Loss of, greater than
$100,000, and except as set forth on Schedule 4.4(b), there are no Actions
pending (to Buyers' Knowledge with respect to investigations by Governmental
Bodies) or, to Buyers' Knowledge, threatened, against or affecting Buyers or any
of their officers, directors, employees, agents or stockholders in their
capacity as such, and to Buyers' Knowledge, there are no facts or circumstances
which may give rise to any of the foregoing.

               (c)  There are no Actions pending (to Buyers' Knowledge with
respect to investigations by Governmental Bodies) or, to Buyers' Knowledge,
threatened by or against Buyers with respect to this Agreement or any of the
Collateral Agreements, or in connection with the transactions contemplated
hereby or thereby, and Buyers have no reason to believe there is a valid basis
for any such Action.

          4.5  No Additional Representations or Warranties

     Buyers acknowledge that no Seller nor any of their respective Affiliates or
any other Person acting on behalf of any Seller (a) has made any representation
or warranty, express or implied, including any implied representation or
warranty as to the condition, merchantability, suitability or fitness for a
particular purpose of any of the Acquired Assets, or (b) has made any
representation or warranty, express or implied, as to the accuracy or
completeness of any information regarding Sellers, the Business or the Acquired
Assets, in each case except as

                                      -37-

<PAGE>

expressly set forth in this Agreement or any Collateral Agreement or as and to
the extent required by this Agreement or any Collateral Agreement to be
disclosed on the Schedules hereto or thereto. Buyer further agrees that no
Seller nor any of their respective Affiliates or any other Person acting on
behalf of any Seller will have or be subject to any liability, except as
specifically set forth in this Agreement, to Buyers resulting from the
distribution to Buyers, for Buyers' use, of any such information, and any
information, document or material made available to Buyers in certain "data
rooms," management presentations or any other form in expectation of the
transactions contemplated by this Agreement.

          4.6  Brokers

     No broker, investment banker, financial advisor or other Person is entitled
to any broker's, finder's, financial advisor's or other similar fee or
commission from Sellers in connection with the transactions contemplated by this
Agreement based on arrangements made by or on behalf of Buyers or an Affiliate
of Buyers.

          4.7  Financing

     Buyers have as of the date hereof, and will have as of the First Stage
Closing Date, sufficient cash, available lines of credit or other sources of
immediately available funds to enable it to pay the Purchase Price.

          4.8  Overall Material Adverse Effect

     The preceding representations and warranties of Buyers in this Article 4
(with the deletion of any and all references to materiality or Material Adverse
Effect or any other materiality qualifiers as set forth therein) do not result
in any breach or inaccuracy in any and all such representations and warranties,
where such breach and/or inaccuracy would individually or in the aggregate have,
or be reasonably likely to have, a Material Adverse Effect on Sellers (taken as
a whole).

          4.9  No Other Representations

     EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE 4
OR IN THE COLLATERAL AGREEMENTS (TO THE EXTENT THAT BUYERS ARE PARTY THERETO),
BUYERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL,
AND HEREBY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW DISCLAIM ANY SUCH
REPRESENTATION OR WARRANTY (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), WHETHER BY BUYERS, THEIR
AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, PARTNERS, MEMBERS, PRINCIPALS,
EMPLOYEES, AGENTS, MEMBERS OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT
TO THE ACQUIRED ASSETS, ASSUMED LIABILITIES AND THE BUSINESS OR THE EXECUTION
AND DELIVERY OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

                                      -38-

<PAGE>

     5.   Certain Covenants

          5.1  Access to Information

               (a)  Subject to any restrictions under applicable Law, Sellers
will (i) give to the Buyers and their officers, employees, accountants, counsel
and other representatives reasonable access, including for inspection and
copying, during normal business hours throughout the period prior to the Staged
Closing Dates, to the properties, personnel, books, contracts, commitments,
reports of examination and records reasonably requested by Buyers, (ii) furnish
or shall cause to be furnished any and all financial, technical and operating
data and other information pertaining to the Business and the Acquired Assets as
Buyers may reasonably request, and (iii) provide or cause to be provided such
copies or extracts of documents and records related to its business as Buyers
may reasonably request; provided, that no Seller shall be obligated to disclose
or provide hereunder information other than related to the Business.

               (b)  For a period of six (6) years after the First Stage Closing
Date, upon reasonable prior written notice, Buyers and Sellers shall furnish or
cause to be furnished to each other and their employees, agents, auditors and
representatives access, during normal business hours, to such information, books
and records relating to the Business as is reasonably necessary for financial
reporting and accounting matters, for reports or filings with any Governmental
Bodies, for the preparation and filing of Tax Returns, reports or forms for the
defense of any Tax claims, assessments, audits or disputes, or for the
prosecution or defense of any Action, provided that with respect to any Tax
Returns or other records relating to Tax matters or any other Action, either
party shall have reasonable access to such information until the applicable
statute of limitations, if any, shall have expired. Except as otherwise agreed
in writing, each party shall reimburse the other for reasonable out-of-pocket
costs and expenses incurred in assisting the other pursuant to this Section
5.1(b). Each party shall have the right to copy any of such records at its own
expense. Neither party shall be required by this Section 5.1(b) to take any
action that would unreasonably interfere with the conduct of its business or
unreasonably disrupt its normal operations.

               (c)  Sellers and Buyers agree to preserve all Business Records in
their possession for at least six (6) years after the First Stage Closing Date;
provided that each party will preserve all such records relating to Tax matters
until expiration of the applicable statute of limitations. After such six (6)
years period or expiration of the applicable statute of limitations and at least
six (6) days prior to the planned destruction of any Business Records or
Tax-related records, but in any event no longer than the later of six (6) years
after the Second Staged Closing Date or the expiration of the applicable statue
of limitations, the party planning to destroy such Business Records or
Tax-related records shall notify in writing and shall make available to the
other, upon its reasonable request, such Business Records or Tax-related
records.

          5.2  Conduct of Business

     From and after the date of this Agreement and until the First Stage Closing
Date, except as set forth on Schedule 5.2 or as otherwise contemplated by this
Agreement or the Schedules

                                      -39-

<PAGE>

and Exhibits hereto or as Buyers shall otherwise consent to in writing, in each
case to the extent related to the Business, Sellers:

               (a)  will incur and pay costs and otherwise operate the Business
only in the ordinary course and in a manner consistent with past practice, and
shall use their commercially reasonable efforts to (i) preserve intact the
present business organization and the Business Employees, (ii) preserve the
goodwill and advantageous relationships of the Business with customers,
suppliers, independent contractors and other Persons material to the operation
of the Business, (iii) prevent any event that could have a Material Adverse
Effect and (iv) not permit any action or omission that would cause any of the
representations or warranties of Sellers contained herein to become inaccurate
or any of the covenants of Sellers to be breached, in either case in any
material respect.

               (b)  without limiting the generality of clause (a), until the
First Stage Closing Date, except as set forth on Schedule 5.2 or with the prior
written consent of Buyers, Sellers will not:

                    (i)    do any act or omit to do any act, or permit any act
     or omission to act, which would cause a material breach of any of the
     Purchased Contracts, Purchased Permits and Transferred Communications
     Licenses or any liabilities or obligations contemplated by this Agreement
     or any of the Collateral Agreements to be an Assumed Liability, the breach
     of which is reasonably likely to have a Material Adverse Effect;

                    (ii)   sell, transfer, convey, assign or otherwise dispose
     of any of the Acquired Assets with a fair market value in excess of
     $100,000 (without purchasing a replacement of the same or better quality
     and condition) other than for goods or inventory, including parts or
     supplies, sold or otherwise disposed of in the ordinary course of business
     and consistent with past practice;

                    (iii)  except for capital improvements, purchases and
     expenditures permitted by clause (iv), purchase, lease or other acquisition
     of any Acquired Assets, except for any such transaction less than $50,000
     individually in value or $250,000 in the aggregate in value, except for
     circuits and services acquired in the ordinary course of business and
     consistent with past practice for the purpose of supporting ongoing sales
     activities;

                    (iv)   authorize or make any capital improvements or
     purchases or other capital expenditures that individually or in the
     aggregate are in excess of those contemplated by Section 5.15(c);

                    (v)    other than in the ordinary course of business and
     consistent with past practice, waive, release or cancel any claims against
     third parties or debts owing to it, or any rights which have a value of
     $200,000 individually or $500,000 in the aggregate, other than any claims
     against or debts owing from Affiliates;

                                      -40-

<PAGE>

                        (vi)   (A) make any borrowing, incur any debt (other
         than ordinary course borrowings under the Credit Agreement or from
         Sellers' Parent, and trade payables in the ordinary course of business
         and consistent with past practice); (B) assume, guarantee, endorse
         (except for the negotiation or collection of negotiable instruments in
         the ordinary course of business and consistent with past practice and
         the guarantee of lease obligations of Broadwing Communications Real
         Estate Services LLC where any such guarantee is not an Assumed
         Liability) or otherwise become liable (whether directly, contingently
         or otherwise) for the obligations of any other Person; or (C) make any
         payment or repayment in respect of any indebtedness (other than (i)
         trade payables and accrued expenses in the ordinary course of business
         and consistent with past practice or (ii) except as provided for in the
         Credit Agreement, repayments or prepayments of Debt (as defined in the
         Credit Agreement) owed to Sellers' Parent or any of its Subsidiaries
         (as defined in the Credit Agreement)); in each case in excess of
         $25,000 individually or $100,000 in the aggregate;

                        (vii)  grant or permit the creation of any Encumbrance
         over any of the Acquired Assets, other than Permitted Encumbrances
         (except for items (iv) and (v) included in the definition of Permitted
         Encumbrances with respect to any Acquired Assets owned by any Seller on
         the date hereof). Until such time as the Required Lenders under the
         Credit Agreement shall have consented to the first sentence of this
         clause (vii) (or otherwise amended or waived the provisions of Section
         5.02(l) of the Credit Agreement) or the Credit Agreement shall be
         terminated, this clause (vii) shall be subject to (x) the restrictions
         on, and (y) the exceptions to the restrictions on, the creation of
         Encumbrances set forth in Section 5.02(l) of the Credit Agreement

                        (viii) make any loan, advance or capital contribution
         (other than to any of the other Sellers) to, or investment in, any
         other Person in excess of $10,000 individually or $25,000 in the
         aggregate;

                        (ix)   enter into, adopt, amend or terminate any bonus,
         profit sharing, compensation, termination, stock appreciation right,
         restricted stock, performance unit, pension, retirement, deferred
         compensation, employment, severance or other employee benefit
         agreement, trust, plan, fund or other arrangement for the benefit or
         welfare of any director, officer, consultant (except with respect to
         termination of any consultants) or employee, or increase in any manner
         the compensation or fringe benefits of any director, officer,
         consultant or employee or pay any benefit not required by any existing
         plan and arrangement or enter into any Contract to do any of the
         foregoing, which, in each case, individually or in the aggregate, is
         reasonably likely to have a Material Adverse Effect;

                        (x)    (A) terminate the employment of any Key Employee
         without cause; or (B) terminate the employment of any other Business
         Employees without cause (which termination contemplated by this clause
         (B), individually, or in the aggregate, is reasonably likely to have a
         Material Adverse Effect);

                        (xi)   pay any amount, perform any obligation or agree
         to pay any amount or perform any obligation, in settlement or
         compromise of any suits or claims

                                      -41-

<PAGE>

         of liability against any Seller or any of its directors, officers,
         employees or agents which would be an Assumed Liability or, in each
         case in excess of $200,000 individually or $1,000,000 in the aggregate;

                        (xii)   other than in the normal course of business and
         consistent with past practice, terminate, rescind, modify, amend or
         otherwise alter or change any of the material terms or provisions of
         any of the Purchased Contracts, Purchased Permits or Transferred
         Communications Licenses, or reduce, discount, waive or forego any
         material payment or right thereunder, or agree to any compromise or
         settlement with respect thereto, in each case in excess of $100,000
         individually or $500,000 in the aggregate;

                        (xiii)  enter into any Employment Agreement or other
         Contract of any kind with any director, officer or employee of any
         Seller or any of the respective Affiliates of such individuals, or with
         any Affiliate of any Seller, which, in each case, is related to the
         Business or would be an Assumed Liability;

                        (xiv)   enter into any Contract pursuant to which any
         Seller grants or is granted any license or sublicense or other right to
         use any of the Acquired Assets;

                        (xv)    other than in the ordinary course of business
         and consistent with past practice, incur any obligation or enter into,
         amend or modify any Contract or arrangement, which is related to the
         Business or would be an Assumed Liability, that either (i) requires a
         payment by any party in excess of, or a series of payments which in the
         aggregate exceed, $500,000 or provides for the delivery of goods or
         performance of services, or any combination thereof, having a value in
         excess of $500,000 and (ii) has a term, or requires the performance of
         any obligations by Seller over a period, in excess of one (1) year;

                        (xvi)   enter into any material Contract with a sales
         representative, sales agency, advertising agency or other Person
         engaged in sales, distributing or promotional activities, or any
         material Contract to act as one of the foregoing on behalf of any
         Person;

                        (xvii)  enter into any Contract with respect to any
         material modification or termination of any Real Property Lease; or

                        (xviii) enter into any Contract to do any of the
         foregoing.

                  (c)   without limiting the generality of clause (a), until the
First Stage Closing Date, except as set forth on Schedule 5.2, each Seller shall
use their commercially reasonable efforts to:

                        (i)     maintain all Communications Licenses and Permits
         that are required for and material to the conduct of the Business as
         currently conducted and for the holding of the Acquired Assets.

                                      -42-

<PAGE>

                        (ii)    maintain their books, accounts and records in
         the usual, regular and ordinary manner, and on a basis consistent with
         the Financial Statements and past practices, and

                        (iii)   duly comply in all material respects with all
         Laws and Orders applicable to Sellers or as may be required for the
         valid and effective transfer and assignment of the Acquired Assets.

                  (d)   Sellers shall continue to carry their existing
"occurrence" liability insurance applicable to periods up to the Second Staged
Closing Date and shall not allow any breach, default, termination or
cancellation of such insurance policies or agreements to occur or exist.

Any Contract or other obligation which is related to the Business and would be
an Assumed Liability which requires the prior written consent of Buyers pursuant
to Section 5.2(b) and which is entered into or incurred with the prior written
consent of Buyers shall be included in the Acquired Assets and shall constitute
an Assumed Liability, and the Schedules to this Agreement shall be deemed to
have been updated to include any such Contract or obligation. Any Contract or
other obligation entered into or incurred in violation of Section 5.2(b) shall
not be included in the Acquired Assets, shall constitute an Excluded Liability,
and shall not be included on any of the Schedules to this Agreement.

           5.3    Taxes

                  (a)   Sellers and Buyers acknowledge and agree that (i)
Sellers will be responsible for and will perform all applicable Tax withholding,
payment and reporting duties with respect to any wages and other compensation
and benefits paid or provided by Sellers to any Business Employee for a taxable
period or portion thereof ending on or prior to the First Stage Closing Date,
and (ii) Buyers will be responsible for and will perform all Tax withholding,
payment and reporting duties with respect to any wages and other compensation
and benefits paid or provided by Buyers or any of their Affiliates to any
Transferred Employee after the First Staged Closing Date.

                  (b)   Buyers and Sellers shall use commercially reasonable
efforts to agree upon an allocation of the Purchase Price (and the amount of
Assumed Liabilities that are liabilities for Federal income tax purposes) among
the Acquired Assets (the "Allocation"), consistent with the principles to be
mutually agreed between Sellers and Buyers and set forth in Schedule 5.3(b) on
or prior to the first Stage Closing Date and Section 1060 of the Code and the
Treasury Regulations thereunder, within a reasonable amount of time following
the Staged Closing Dates. Buyers shall provide a proposed Allocation to Sellers
within sixty (60) days following the Staged Closing Dates. Sellers shall propose
any changes to the Allocation within thirty (30) days thereafter, together with
a reasonably detailed explanation of the reasons therefor. Buyers and Sellers
will negotiate in good faith to resolve any disputed items. If Buyers and
Sellers are unable to agree on the Allocation within thirty (30) days following
delivery of Sellers' proposed changes, then Buyers and Sellers shall be
permitted to use their respective Allocations.

                                      -43-

<PAGE>

                  (c)   If Buyers and Sellers are able to agree to an
Allocation, (i) each Seller and Buyer shall timely file IRS Form 8594 and all
other Federal, state, local and foreign Tax Returns in accordance with the
Allocation, as adjusted pursuant to Section 5.3(b) and (ii) neither Sellers nor
Buyers nor any of their respective Affiliates or representatives shall take any
position on any Tax Return that is inconsistent with the Allocation. Sellers and
Buyers agree to promptly provide the other party with any additional information
as so adjusted required to complete Form 8594.

                  (d)   Buyers and Sellers shall cooperate fully with respect to
all Tax matters and shall keep each other promptly apprised of any Tax audit or
other controversy that may affect the other or reasonably could be expected to
result in an indemnification obligation hereunder.

                  (e)   Each of Buyers and Sellers shall pay fifty percent (50%)
of all sales, transfer, value added (to the extent not creditable) or similar
Taxes and all recording and filing fees and other similar costs that may be
imposed, assessed or payable by reason of the sales, transfers, leases, rentals,
licenses, assignments and assumption of liabilities, if any, required for
performance under this Agreement and the Collateral Agreements. Buyers and
Sellers shall cooperate in timely making and filing all filings, Tax Returns,
reports and forms as may be required with respect to any Taxes described in the
preceding sentence. Buyers and Sellers shall use commercially reasonable efforts
to avail themselves of any available exemptions or other opportunities to reduce
or eliminate any such Taxes or fees. Notwithstanding any other provision hereof,
Sellers shall be responsible for income and capital gains Taxes or franchise or
other Taxes based on overall gross or net income of Sellers from the sale of the
Acquired Assets ("Income Taxes").

                  (f)   Liability of Sellers for real, personal and intangible
property Taxes for the 2003 tax year including the Staged Closing Dates shall be
equal to the amount of such property Taxes for the entire period multiplied by a
fraction, the numerator of which is the number of days in such period that
precede the First Stage Closing Date and the denominator of which is the number
of days in the entire period. Liability for the remainder of such Taxes shall be
borne by Buyers. Sellers shall pay all such amounts to the taxing authority when
due and shall provide to Buyers proof of such payment and a schedule setting out
in reasonable detail the amount of Buyers' liability. Buyers shall promptly pay
to Sellers the amount of their liability as determined in this Section 5.3(f)
within five (5) days of Sellers' payment and notice thereof. Sellers and Buyers
shall cooperate with respect to any protest or audit proceedings, and shall
share the costs of such proceedings in proportion to the fraction determined in
the first sentence of this Section 5.3(f). Neither Sellers nor Buyers shall
settle any such proceeding without the prior written consent of the other party,
which consent shall not be unreasonably withheld.

                  (g)   Sellers shall deliver to Buyers at the First Stage
Closing Date a certification of non-foreign status as described in Section
1.1445-2(b)(2) of the Treasury Regulations.

                                      -44-

<PAGE>

           5.4    Employees and Employee Benefits

                  (a)   Sellers shall provide Buyers with an update to Schedule
3.7(a) immediately prior to the First Stage Closing Date. Unless otherwise
agreed in writing prior to the First Stage Closing Date, Buyers shall make
offers of employment to all of the Business Employees of Sellers as of the First
Stage Closing Date, provided that Sellers shall comply with the covenant set
forth in Section 5.15(b). Business Employees who accept such offer of
employment, as of the effective date of their employment with Buyers or one of
its Affiliates (the "Transfer Date"), shall be referred to as "Transferred
Employees." All liabilities, costs and Actions related to Business Employees who
do not accept such offers of employment shall be Excluded Liabilities hereunder.
Each offer of employment shall provide for a base salary no less than their base
salary as an employee of Sellers as of the First Stage Closing Date and health,
welfare, retirement and severance benefits as shall be applicable to comparable
Buyers' employees generally; provided, however, that any Transferred Employee
who is a Key Employee shall receive base salary and health, welfare, retirement
and severance benefits (other than any defined benefit plans) that are, taken as
a whole, substantially equivalent to that currently enjoyed by such Transferred
Employee as an employee of Sellers.

                  (b)   To the extent permitted by law, Buyers' benefit plans
and policies, including vacation, floating holidays, retirement, severance and
welfare plans, shall recognize, for purposes of determining eligibility to
participate all service with Sellers that was recognized by Sellers for a
similar purpose under a corresponding Benefit Plan. Nothing in this paragraph
(b) shall require the Buyers to provide duplicate benefits to any Transferred
Employee.

                  (c)   Except as specifically provided in this Section 5.4: (i)
no Buyer or any of its Affiliates shall adopt, become a sponsoring employer of,
or have any obligations under or with respect to the Benefit Plans, and Sellers
shall be responsible for any and all liabilities which have arisen or may arise
under or in connection with any Benefit Plan; and (ii) Sellers shall be
responsible for any and all liabilities relating to or arising out of the
employment of any Business Employee by Sellers before the First Stage Closing
Date.

                  (d)   Buyers shall be responsible for all liabilities, costs
and Actions to the extent arising out of, or resulting from, facts, events and
circumstances occurring, or which accrue, after the First Stage Closing Date
(other than due to any failure to comply or breach of any Sellers or any of
their Affiliates, whether before, on or after the First Stage Closing Date)
related to (i) the Transferred Employees, and (ii) the Business Employees with
respect to whom Buyers have not extended an offer as required under Section
5.4(a) and whose employment with Sellers terminates within two (2) months after
the First Stage Closing Date (other than due to any failure or breach of any
Sellers or any of its Affiliates, whether before, on or after the First Stage
Closing Date). Sellers shall provide within three (3) months after the First
Stage Closing Date written reconciliation of any amount owed with respect to
such Transferred Employees and Business Employees, from and after the First
Stage Closing Date, including without limitation: (A) claims for the type of
benefits described in Section 3(1) of ERISA (whether or not covered by ERISA but
in no event to include such claims with respect to Business Employees to whom
offers have not been extended, in accordance with the terms hereof, who are on
long term disability) and for workers compensation, in each case that are
incurred by or with respect to any Transferred Employee on or after his or her
Transfer Date, and (B) claims relating to severance,

                                      -45-

<PAGE>

redundancy and similar pay, salary continuation, and similar obligations
(collectively, "Severance Pay") relating to the termination or alleged
termination of employment of any Business Employee described in clause (ii) of
this Section 5.4(d) with Sellers, whether arising under a Benefit Plan, an
Employment Agreement or other agreement, in each case only with respect to those
which have been disclosed to Buyers on Schedule 3.7(b), with an individual
Business Employee, or applicable Law. Buyers shall indemnify and hold harmless
Sellers from: (i) all COBRA Coverage and related Losses attributable to
"qualifying events" with respect to any Business Employees described in clause
(ii) of this Section 5.4(d) and his or her beneficiaries and dependents that
occur on or after the First Stage Closing Date (other than due to any failure to
comply or breach of any of the Sellers or any of their Affiliates, whether
before, on or after the First Stage Closing) and (ii) all liabilities, costs,
claims and Actions arising under the Worker Adjustment and Retraining
Notification Act ("WARN") with respect to any Business Employees described in
clause (ii) of this Section 5.4(d) because of the failure of Buyers or their
Affiliates to extend offers of employment to Business Employees as required by
Section 5.4(a) (other than due to any failure to comply or breach of any of the
Sellers or any of their Affiliates, whether before, on or after the First Stage
Closing).

                  (e)   Buyers shall provide Sellers with information concerning
the employment status of Transferred Employees, including any date of
termination from Buyers and its Affiliates, so as to enable Sellers to
administer its Benefit Plans with respect to such Transferred Employees. Such
information shall be provided from time to time in such form (including any
electronic media) as reasonably requested by Sellers.

                  (f)   Buyers shall credit each Transferred Employee with
vacation accrued but not used through his or her Transfer Date.

           5.5    Regulatory Compliance

                  (a)   Sellers and Buyers shall use their reasonable best
efforts to take, or cause to be taken, all appropriate action, and do, or cause
to be done, all things necessary, proper or advisable under applicable Law or
otherwise to consummate and make effective the transactions contemplated by this
Agreement as promptly as practicable, including to: (i) obtain from Governmental
Bodies any consents, licenses, permits, waivers, approvals, authorizations or
orders required to (A) be obtained or made by Sellers or Buyers or any of their
Affiliates to consummate the transactions contemplated by this Agreement or (B)
avoid any action or proceeding by any Governmental Body (including those in
connection with the HSR Act and antitrust and competition Laws of any other
applicable jurisdiction) in connection with the authorization, execution and
delivery of this Agreement and to permit the consummation of the transactions
contemplated hereby to occur as soon as reasonably possible, and (ii) promptly
make all necessary filings, and thereafter make any other required submissions,
with respect to this Agreement required under (A) the HSR Act and antitrust and
competition Laws of any other applicable jurisdiction, in each case, to the
extent required by applicable Law, (B) the Communications Act or (C) any other
applicable Law. Sellers and Buyers shall cooperate with each other in connection
with the making of all filings referenced in the preceding sentence. Sellers and
Buyers shall bear its own costs and expenses in connection with its performance
under this Section 5.5, except the filing fees in connection with any required
filings or

                                      -46-

<PAGE>

submissions under the HSR Act shall be apportioned fifty percent (50%) to
Sellers and fifty percent (50%) to Buyers.

                  (b)   Without limiting the foregoing, Buyers and Sellers
shall:

                        (i)    promptly provide to the Federal Trade Commission
         or Department of Justice, as the case may be, such information as may
         reasonably and legally be requested by the Federal Trade Commission or
         Department of Justice, as the case may be, and shall cause their
         respective officers and employees to respond to any reasonable and
         legal information or other requests from the Federal Trade Commission
         or Department of Justice, as the case may be (including complying with
         requests for in-person meetings), in connection with the review by the
         Federal Trade Commission or Department of Justice, as the case may be,
         of this Agreement and the transactions contemplated hereby; and

                        (ii)   promptly submit to the FCC, any State PUCs,
         regulatory agencies or similar Governmental Bodies as required by
         applicable Law and all other applicable Governmental Bodies all
         applications, notices and other filings necessary to consummate the
         transactions contemplated by this Agreement and the Collateral
         Agreements, including those indicated on Schedule 3.3(b) and Schedule
         4.3(b) and obtain any other Consents necessary to consummate the
         transactions contemplated hereby.

           5.6    Certain Provisions Relating to the Transfer

                  (a)   In the event that record or beneficial ownership or
possession of any Excluded Asset or Excluded Liability has been transferred to
Buyers on or after the Staged Closing Dates, Sellers and Buyers shall use their
commercially reasonable efforts to transfer, or cause to be transferred, to
Sellers such Excluded Asset or Excluded Liability; and, pending such transfer to
Sellers, Buyers shall hold such Excluded Asset or Excluded Liability and provide
to Sellers all of the benefits and liabilities associated with the ownership and
operation of such Excluded Asset or Excluded Liability and, accordingly, Buyers
shall cause such Excluded Asset or Excluded Liability to be operated or retained
as may reasonably be instructed by Sellers.

                  (b)   In the event that record or beneficial ownership or
possession of any Acquired Asset or any Assumed Liability has not been
transferred to Buyers on the Staged Closing Dates, Sellers and Buyers shall
cooperate and shall use their commercially reasonable efforts to transfer, or
cause to be transferred, from Sellers to Buyers, such Acquired Asset or Assumed
Liability, and pending such transfer to Buyers, Sellers shall hold such Acquired
Asset or Assumed Liability and provide to Buyers all of the benefits and
liabilities associated with the ownership and operation of such Acquired Asset
or Assumed Liability and, accordingly, Sellers shall cause such Acquired Asset
or Assumed Liability to be operated or retained as may reasonably be instructed
by Buyers.

           5.7    Advice of Changes

                  (a)   Sellers will promptly provide written notice to Buyers
of (i) any event known to Sellers which has rendered or reasonably could be
expected to render any

                                      -47-

<PAGE>

representation or warranty of Sellers contained in this Agreement or any
Collateral Agreement (A) which does not contain materiality, Material Adverse
Effect or any other materiality qualifier, if made on or as of the date of such
event or the date of the First Stage Closing Date, untrue or inaccurate in any
material respect or (B) which does contain a materiality, Material Adverse
Effect or other materiality qualifier, if made on and as of the date of such
event or the First Stage Closing Date, untrue or inaccurate in any respect
(each, a "Sellers' R&W Breach"), or (ii) any failure of Sellers to comply with
or satisfy (X) in any material respect any covenant, condition or agreement
contained in this Agreement or any Collateral Agreement which does not contain
materiality, Material Adverse Effect or any other materiality qualifier to be
complied with or satisfied by Sellers hereunder or thereunder on or prior to the
First Stage Closing Date or (Y) any covenant, condition or agreement contained
in this Agreement or any Collateral Agreement which does contain materiality,
Material Adverse Effect or any other materiality qualifier to be complied with
or satisfied by Sellers hereunder or thereunder on or prior to the First Stage
Closing Date (each, a "Sellers' Covenant Failure").

                  (b)   Buyers will promptly provide written notice to Sellers
of (i) any event known to Buyers which has rendered or reasonably could be
expected to render any representation or warranty of Buyers contained in this
Agreement or any Collateral Agreement (A) which does not contain materiality,
Material Adverse Effect or any other materiality qualifier, if made on or as of
the date of such event or the date of the First Stage Closing Date, untrue or
inaccurate in any material respect or (B) which does contain a materiality,
Material Adverse Effect or other materiality qualifier, if made on and as of the
date of such event or the First Stage Closing Date, untrue or inaccurate in any
respect (each, a "Buyers' R&W Breach"), or (ii) any failure of Buyers to comply
with or satisfy (X) in any material respect any covenant, condition or agreement
contained in this Agreement or any Collateral Agreement which does not contain
materiality, Material Adverse Effect or any other materiality qualifier to be
complied with or satisfied by Buyers hereunder or thereunder on or prior to the
First Stage Closing Date or (Y) any covenant, condition or agreement contained
in this Agreement or any Collateral Agreement which does contain materiality,
Material Adverse Effect or any other materiality qualifier to be complied with
or satisfied by Buyers hereunder or thereunder on or prior to the First Stage
Closing Date (each, a "Buyers' Covenant Failure").

                  (c)   The parties acknowledge and agree that if the Buyers
have been given notice of any Sellers' R&W Breach(es) and/or Sellers' Covenant
Failure(s) in accordance with Section 5.7(a) and Buyers proceed with the First
Stage Closing when Buyers have the right not to proceed to Closing under Section
7.2(a), then Buyers shall not be deemed to have waived such Breach(es) and
Failure(s), and Buyers and their related Indemnified Parties shall be entitled
to be indemnified pursuant to Section 8.2 relating to such Breach(es) and/or
Failure(s) to the extent solely of the Losses up to Five Million U.S. Dollars
($5,000,000). The disclosure by Sellers of any Sellers' R&W Breach(es) and/or
Sellers' Covenant Failure(s) shall not limit any right of Buyers to terminate
this Agreement in accordance with Article 9, nor shall such notice constitute an
admission by Sellers that any such Breach(es) and/or Failure(s) constitute or
give rise to a Material Adverse Effect, failure of a condition in Article 7 or
right to terminate in accordance with Article 9.

                                      -48-

<PAGE>

                  (d)   The parties acknowledge and agree that if the Sellers
have been given notice of any Buyers' R&W Breach(es) and/or Buyers' Covenant
Failure(s) in accordance with Section 5.7(b) and Sellers proceed with the First
Stage Closing, Sellers shall not be deemed to have waived such Breach(es) or
Failure(s), and Sellers and their related Indemnified Parties shall be entitled
to be indemnified pursuant to Section 8.2 hereof relating to such Breach(es)
and/or Failure(s) to the extent solely of the Losses up to Five Million U.S.
Dollars ($5,000,000). The disclosure by Buyers of any Buyers' R&W Breach(es)
and/or Buyers' Covenant Failure(s) shall not limit any right of Sellers to
terminate this Agreement in accordance with Article 9, nor shall such notice
constitute an admission by Buyers that any such Breach(es) and/or Failure(s)
constitute or give rise to a Material Adverse Effect, failure of a condition in
Article 7 or right to terminate in accordance with Article 9.

                  (e)   Sellers, on the one hand, and Buyers, on the other hand,
will promptly give notice to the other upon becoming aware that any Action is
pending or threatened by or before any Governmental Body, in each case with
respect to the transactions contemplated by this Agreement or any Collateral
Agreement. Sellers, on the one hand, and Buyers, on the other hand, (i) will
cooperate in connection with the prosecution, investigation or defense of any
such Action, (ii) will supply promptly all information reasonably and legally
requested by the other, by any such Governmental Body or by any party to any
such Action and (iii) will use commercially reasonable efforts to cause any such
Action to be determined as promptly as practicable and in a manner which does
not impact adversely on, and is consistent with, the transactions contemplated
by this Agreement and the Collateral Agreements.

           5.8    Covenant Not to Compete; No Solicitation and No Hiring

       Sellers covenant and agree that for a period of thirty-six (36) months
following the First Stage Closing Date, except as required or permitted by the
Collateral Agreements listed in Sections 5.11(c) and 5.11(e) hereof, none of the
Sellers or their subsidiaries shall, directly or indirectly (and Sellers will
use their commercially reasonable efforts to cause their respective Affiliates
not to), (i) engage in, control, advise, manage, serve as a director, officer,
or employee of, act as a consultant to, receive any economic benefit from (other
than any economic benefit from the C III LLC Agreement) or exert any influence
upon, any business which conducts the same activities as those conducted by the
Business (individually and collectively "Compete"), except the delivery of
products and services to the Buyers under the Collateral Agreements and the
conduct of the Retained Business, within the continental United States (the
"Territory"); or (ii) solicit, divert or attempt to solicit or divert any party
who is, was, or was solicited to become, a customer or supplier of the Business
at any time prior to the Second Stage Closing Date, except solely the attempted
solicitation or solicitation of any such customer or supplier to become a
customer or supplier of a business that does not Compete with the Business,
except the delivery of products and services to the Buyers under the Collateral
Agreements and the conduct of the Retained Business, within the Territory. For a
period of thirty-six (36) months following the Second Stage Closing Date,
neither Sellers nor their respective Affiliates (other than any directors,
officers or employees of Sellers provided not in their capacity as such) shall
directly or indirectly solicit for employment or hire as an employee or
consultant, any of the Transferred Employees or other employees of Buyers or its
Affiliates engaged in the Business unless such employee's employment is earlier
terminated by Buyers. For the avoidance of doubt, neither the

                                      -49-

<PAGE>

covenant in this Section nor the Sellers' Parent's Non-Competition and
Confidentiality Agreement shall prohibit Sellers' Parent or its Affiliates from
continuing to conduct their respective businesses described on Schedule 5.8. For
a period of twelve (12) months following the Second Stage Closing Date, Buyers
and their Affiliates shall not directly or indirectly solicit for employment or
hire as an employee or consultant, any employee (other than a Transferred
Employee) who works for Sellers or their respective Affiliates unless such
employee's employment is earlier terminated by Sellers or any of their
respective Affiliates. Notwithstanding the foregoing, this Section 5.8 shall not
prevent Buyers or Sellers (or any of their respective Affiliates or any Person
acting on their behalf) from conducting general searches for employees by use of
advertisements or the media that are not directly targeted at the employees of
the other party.

           5.9    Confidentiality

       Except for confidential information related to or otherwise contained in
the Excluded Assets (other than any Excluded Assets that comprise Business
Records) including Intellectual Property not being sold, but being licensed to
Buyers, for a period of four (4) years after the Second Stage Closing Date,
Sellers will not, and Sellers will use commercially reasonable efforts to cause
their respective Affiliates not to, use for its or their own benefit or divulge
or convey to any Third Party, any Confidential Information (as hereinafter
defined) relating to the Business, provided that Sellers shall be entitled to
provide copies of this Agreement and the Collateral Agreements to the lenders
under the Credit Agreement. For purposes of this Agreement, Sellers shall not be
deemed to have violated this Section 5.9 if any Seller or any of their
respective Affiliates receives a request to disclose all or any part of the
Confidential Information under the terms of a subpoena, civil investigative
demand or order issued by a Governmental Body, and such Seller or such
Affiliate, to the extent not inconsistent with such request and to the extent
time reasonably allows: (a) notifies Buyers of the existence, terms and
circumstances surrounding such request; (b) consults with Buyers on the
advisability of taking legally available steps to resist or narrow such request;
and (c) if disclosure of any Confidential Information is advisable, to prevent
such Seller or such Affiliate or any of its or their partners, principals or
employees from becoming subject to any penalty, to furnish only such portion of
the Confidential Information as it reasonably determines that such Seller or
such Affiliate is legally obligated to disclose and to exercise commercially
reasonable efforts to obtain an order or other reliable assurance that
confidential treatment will be accorded to the disclosed Confidential
Information. For purposes of this Agreement and subject to the first sentence of
this Section 5.9, "Confidential Information" consists of all information,
knowledge or data related to the Business not in the public domain or otherwise
publicly available which are or were treated as confidential by the Business.
Information that enters the public domain or is or becomes publicly available
loses its confidential status hereunder so long as neither Sellers nor any of
their respective Affiliates, directly or indirectly, improperly causes such
information to enter the public domain.

           5.10   Waiver of Restrictions on Certain Business Employees

       Sellers hereby agree to waive, effective as of the First Stage Closing
Date, any non-competition and other applicable restrictions on Business
Employees who become Transferred Employees so as to permit them to participate
in the conduct by Buyers and their Affiliates (and

                                      -50-

<PAGE>

their respective successors and assigns) of the Business, whether such
restrictions are in their respective Employment Agreements or any other
Contracts.

           5.11   Additional Agreements

                  (a)   Buyers and Sellers shall have entered into an agreement
prior to or on the First Stage Closing Date, substantially on the terms and
conditions contained in Exhibit D hereto, relating to Buyers' use of Broadwing
Technology Solutions Inc.'s provision of help desk services (the "Help Desk
Agreement").

                  (b)   Buyers and Sellers shall have entered into an agreement
prior to or on the First Stage Closing Date, substantially on the terms and
conditions contained in Exhibit E hereto, relating to Buyers' use of Sellers'
APTIS software (the "APTIS Software Agreement").

                  (c)   Buyers and Sellers shall have entered into agreements
prior to on the First Stage Closing Date, substantially on the terms and
conditions contained in Exhibit F hereto, including with respect to the business
of (i) providing underlying goods and services for resale to Sellers' Parent and
its Affiliates' customers, (ii) providing goods and services for internal use by
Sellers' Parent and its Affiliates and (iii) acting as an agent of Buyers with
respect to Sellers' Parent and Affiliates' customers (collectively, the
"Intercompany Agreements").

                  (d)   Buyers and Sellers shall have entered into an agreement
prior to or on the First Stage Closing Date, substantially on the terms and
conditions contained in Exhibit G hereto, pursuant to relating to Buyers' use of
certain of Sellers' IP and Sellers' IPR (the "Intellectual Property Rights
Assignment Agreement").

                  (e)   C III and Sellers' Parent shall have entered into a
limited liability agreement prior to or on the First Stage Closing Date,
substantially on the terms and conditions contained in Exhibit H hereto relating
to Sellers' Parent becoming a member of C III (the "C III LLC Agreement").

                  (f)   Buyers and Sellers and the escrow agent thereunder shall
have entered into (w) an escrow agreement prior to or on the First Stage Closing
Date, substantially on the terms and conditions contained in Exhibit I-1 hereto,
relating to the Escrow Amount (Working Capital/Indemnity) (the "Escrow Agreement
(Working Capital/Indemnity)"), (x) an escrow agreement prior to or on the First
Stage Closing Date, substantially on the terms and conditions contained in
Exhibit I-2 hereto, relating to the Escrow Amount (Cranberry Adjustment) (the
"Escrow Agreement (Cranberry Adjustment)"), (y) an escrow agreement prior to or
on the First Stage Closing Date, substantially on the terms and conditions
contained in Exhibit I-3 hereto, relating to the Escrow Amount (Closing
Adjustment Receivables) (the "Escrow Agreement (Closing Adjustment
Receivables)"), and (z) an escrow agreement prior to or on the First Stage
Closing Date, substantially on the terms and conditions contained in Exhibit I-4
hereto, relating to the Escrow Amount/Second Stage Closing (the "Escrow
Agreement (Second Stage Closing)").

                                      -51-

<PAGE>

                  (g)   Buyers and Sellers and Sellers' Parent shall have
entered into an agreement prior to or on the First Stage Closing Date,
substantially on the terms and conditions contained in Exhibit J hereto relating
to transition services to be provided by Sellers and Sellers' Parent to Buyers
(the "Transition Services Agreement").

                  (h)   Buyers and Sellers' Parent shall have entered into a
letter agreement prior to or on the First Stage Closing Date, substantially on
the terms and conditions contained in Exhibit K hereto relating to the
obligation of Sellers' Parent and their Affiliates to comply with Section 5.8
(the "Sellers' Parent's Non-Competition Agreement").

                  (i)   Buyers and Sellers and Sellers' Parent shall have
entered into an agreement prior to or on the First Stage Closing Date,
substantially on the terms and conditions contained in Exhibit L hereto relating
to management services to be provided by Buyers to Sellers during the period
between the First Stage Closing and the Second Stage Closing (the "Management
Services Agreement").

                  (j)   Buyers and Sellers shall have entered into a security
agreement prior to or on the First Stage Closing Date, substantially on the
terms and conditions contained in Exhibit M hereto relating to a security
interest to be provided by Sellers to Buyers in the Acquired Assets that are
contemplated by this Agreement to be sold, transferred, assigned and conveyed
after the First Stage Closing to secure the obligation of Sellers to effect the
Second Stage Closing (the "Security Agreement").

           5.12   Other Securities

                  (a)   Sellers covenant and agree (i) to retire the 9% Notes
and the Senior Notes or (ii) to obtain a consent and/or waiver from the holders
of the 9% Notes and the Senior Notes with respect to the transactions
contemplated hereby, in either case on or prior to the First Stage Closing Date.

                  (b)   Sellers covenant and agree to use their best efforts (i)
to retire or exchange the 12 1/2% Preferred Stock or (ii) to obtain any
necessary consents and/or waivers from the holders of the 12 1/2% Preferred
Stock with respect to the transactions contemplated hereby, in either case on or
prior to the First Stage Closing Date.

           5.13   No Solicitation

       From and after the date of this Agreement, Sellers shall not, and shall
use their respective reasonable best efforts to cause their respective
Affiliates, representatives and agents (including, without limitation,
investment bankers, attorneys and accountants) not to, directly or indirectly,
through any officer, director, agent or otherwise, enter into, solicit,
initiate, conduct or continue any discussions or negotiations with, or knowingly
encourage any inquiries or proposals or offers by, or provide any information
to, or otherwise cooperate in any other way with, any Person or group, other
than Buyers and their representatives and agents, concerning (i) any sale of all
or any portion of the Business or the Acquired Assets to any Person other than
Buyers, (ii) any merger, acquisition, consolidation, recapitalization,
liquidation, dissolution or similar transaction

                                      -52-

<PAGE>

involving the Business or the Acquired Assets or (iii) any transaction or
transactions that would have an effect similar to the transactions described in
clause (i) or (ii).

           5.14   Communication and Cooperation with Respect to Customers

       Sellers and Buyers shall, within ten (10) days after the date hereof,
reach mutual agreement on a communications plan with respect to customers and
other Persons who are important to the conduct of the Business which
communications plan shall constitute Exhibit N hereto. Seller shall use
reasonable commercial efforts to communicate with customers and such other
Persons as set forth in such communications plan, and otherwise as Buyers shall
reasonably request, with the objective of reducing any adverse consequences
arising from the announcement of the transactions contemplated hereby and by the
Collateral Agreements. Buyers shall have the right to review and comment upon
any communication, or plan to communicate, about the transaction prior to such
communication or plan being made or implemented.

           5.15   Sellers' Business Plan

       Except as otherwise consented to by Buyers, Sellers will:

                  (a)   Use commercially reasonable efforts to Employ at least
seventy-five (75) national market sales persons as of the First Stage Closing
Date.

                  (b)   Employ, as of the First Stage Closing Date, a number of
Business Employees in each of the line item categories listed on Schedule
5.15(b), equal to (i) no more than ten percent (10%) greater than or ten percent
(10%) less than the number of Business Employees for those line items with one
hundred (100) or more employees, and (ii) no more than twenty percent (20%)
greater than or twenty percent (20%) less than the number of Business Employees
for those line items with fewer than 100 employees. The minimums in this
paragraph are on a commercially reasonably basis. The number of Business
Employees for this purpose shall be rounded to the nearest whole person.

                  (c)   Make capital expenditures no more than twenty percent
(20%) greater than and no less than twenty percent (20%) less than the capital
expenditure budget set forth in the Cranberry Capital Expenditure budget set
forth on Schedule 5.15(c).

                  (d)   Except as set forth on Schedule 5.15(d), not to exit or
terminate any line of business of the Business that accounted for greater than
Five Million U.S. Dollars ($5,000,000) of annual revenue for the fiscal year
ending December 31, 2002.

                  (e)   Not to terminate or discontinue access to circuits that
are necessary to generate any revenues of the Business.

           5.16   Agreements Regarding Certain Actions

       With respect to the Actions set forth on Schedule 5.16 and all other
Excluded Liabilities, Sellers and Buyers hereby agree as follows:

                                      -53-

<PAGE>

                  (a)   All such Actions shall be Excluded Assets and Excluded
Liabilities; and

                  (b)   Buyers shall provide Sellers with access to all
information that constitutes a part of the Acquired Assets and shall otherwise
cooperate with Sellers (including by the provision of a reasonable amount of the
time of Key Employees to assist Sellers) in Sellers' prosecution of all such
Actions; provided that such cooperation shall not unreasonably interfere with
the operation of Buyers' business and, except as set forth in Section 5.16(c),
Sellers shall have exclusive control with respect to such Actions.

                  (c)   One or more Sellers and/or their Affiliates have a
dispute under the ELI Contract (the "ELI Dispute") which, among other things,
could result in the loss by Sellers of the rights to the IRU under the ELI
Contract with respect to the ELI route from Sacramento to Seattle (the "ELI
Route"). Sellers shall provide Buyers with access to all information that does
not constitute a part of Acquired Assets and shall otherwise cooperate with
Buyers (including by the provision of a reasonable amount of time of the
personnel of Sellers and their Affiliates to assist Buyers) in Buyers'
prosecution of the ELI Dispute and Buyers shall have exclusive control with
respect to the ELI Dispute, except that Buyers shall allow Sellers to
participate in (at Seller's expense) and be kept informed regarding, such
dispute, and Buyers shall not be entitled to settle the dispute in a manner
which imposes any liability on Sellers or any of their Affiliates, without the
prior written consent of the applicable Seller(s). If at any time within one (1)
year after the Closing Date, Buyers' rights to the IRU with respect to the ELI
Route become unavailable for any reason (including without limitation in
connection with the ELI Dispute) other than Buyers' breach thereunder, then
Sellers shall use commercially reasonable efforts to procure for Buyers,
immediately after the loss or anticipated loss of such route and at no cost to
Buyers, four (4) fiber pairs of comparable or better fiber type with hut, space,
power and other features comparable to the existing fiber pairs (the "ELI
Replacement Fibers") for use with the Corvis ON platform on the same route.
Sellers shall transfer to Buyers, upon terms and conditions (including price) to
be negotiated in good faith at such time, any fiber, conduit, rights of way,
huts or similar items obtained by one or more Sellers in connection with the
dispute with El Paso Global Networks.

           5.17   Ownership and Use of Broadwing Names Following Staged Closings

                  (a)   Sellers covenant and agree that Sellers shall, and
Sellers shall cause all of their Affiliates (including Sellers' Parent and BCI)
which use the Broadwing Name, to pass all required resolutions and to amend
their respective articles or certificate of incorporation or other
organizational documents to change their corporate or company name to a name
that does not include the word "Broadwing" or any name intended or likely to be
confused or associated with any Broadwing Name prior to or on the First Stage
Closing Date, and shall make commercially reasonable efforts to cause the
registration of the new name with the appropriate Governmental Bodies no later
than the Second Stage Closing Date. Promptly following receipt of confirmation
from the appropriate Governmental Bodies that such name change has been
effected, Sellers shall provide to Buyers written proof that such name change
has been effected.

                                      -54-

<PAGE>

                  (b)   Sellers acknowledge that the Broadwing Name shall be and
remain, subsequent to the Second Stage Closing, the sole and exclusive property
of Buyers or their Affiliates.

                  (c)   Sellers shall grant Buyers an exclusive license to the
use of the Broadwing Name in every jurisdiction where Sellers are permitted by
Law, Governmental Body or applicable Communications License to grant such
license, and shall extend such license to additional jurisdiction as Consents
are obtained under Section 2.7.

                  (d)   Subsequent to the Second Stage Closing, neither Sellers
nor any of their Affiliates shall have any right, title or interest in or to,
and, subject to Sections 5.17(e), Buyers are not granting Sellers or any of
their Affiliates, a license to use, the Broadwing Name.

                  (e)   Sellers agree:

                        (i)    that, as soon as reasonably practicable, but, in
         any event, within ninety (90) days following the Second Stage Closing,
         no stationery, purchase order, invoice, receipt or other similar
         document containing any reference to the Broadwing Name shall be
         printed, ordered or produced for use by any Seller or any of its
         Affiliates and that Sellers shall, and Sellers shall cause each of
         their respective Affiliates to, following the Second Stage Closing,
         cease to use any of its Affiliates and that Sellers shall, and Seller
         shall cause each of their respective Affiliates to, following the
         Second Stage Closing, cease to use any stationery, purchase order,
         invoice, receipt or other similar document containing any reference to
         the Broadwing Name or shall only use such stationery, purchase order,
         invoice, receipt or other similar document after having deleted, pasted
         over or placed a sticker over such references. The obligations in this
         paragraph (i) shall not apply (x) to the extent use of the Broadwing
         Name is required by Law or otherwise reasonably required pending the
         registration of the change of corporate name (as set out in Section
         5.17), (y) to the extent use of the Broadwing Name is reasonably
         required in order to enable collection or payment of invoices issued by
         a Seller or any of its Affiliates, or (z) to the extent use of the
         Broadwing Name is reasonably required pending registration of products
         under the new corporate name (as set out in Section 5.17);

                        (ii)   as soon as reasonably practicable after the First
         Stage Closing, and in any event no later than (A) ninety (90) days
         after the First Closing Date, with respect to all premises and signs
         and (B) sixty (60) days after the First Stage Closing Date, with
         respect to all vehicles, to remove the Broadwing Name from all such
         premises, signs and vehicles which are used by or in connection with
         the Sellers and their Affiliates, except in those jurisdictions where
         an exclusive license is not granted pursuant to Section 5.17(c);

                        (iii)  that following the First Stage Closing, no
         brochures, leaflets or similar documents and no packaging containing
         any reference to the Broadwing Name shall be printed, ordered or
         produced for use by any Seller or any of its Affiliates (or in
         connection with its business) and, with respect to existing brochures,
         leaflets or similar documents and packaging containing a reference to
         the Broadwing

                                      -55-

<PAGE>

         Name, that Sellers shall, and Sellers shall cause each of its
         Affiliates to, use its reasonable efforts to ensure that, as soon as
         reasonably practicable but in no event later than sixty (60) days
         following the First Stage Closing, such references are deleted, pasted
         over or a sticker is put over such references, except in those
         jurisdictions where an exclusive license is not granted pursuant to
         Section 5.17(c); and

                        (iv)   that Sellers shall, and Sellers shall cause each
         of its Affiliates to, use its reasonable efforts to ensure that, from
         and following the First Stage Closing, no stocks, goods, products,
         services or software are manufactured, produced or provided showing or
         having marked thereon or using the Broadwing Name; provided that any
         stocks, goods or products of a Seller or any of its Affiliates which,
         at the date hereof, show the Broadwing Name or have the Broadwing Name
         marked thereon may be used by such Seller or Affiliate in the conduct
         of their business as carried on at the date hereof, except in those
         jurisdictions where an exclusive license is not granted pursuant to
         Section 5.17(c).

                  (f)   Notwithstanding any other provision of this Agreement,
it is understood and agreed that the remedy of indemnity payments pursuant to
Article 8 and other remedies at Law would be inadequate in the case of a breach
of any of the covenants contained in this Section 5.17. Accordingly, Buyers
shall be entitled to equitable relief, including the remedy of specific
performance, with respect to any breach or attempted breach of such covenants,
in accordance with Section 10.11.

           5.18   Business Audited Financials

       At or prior to Closing, Sellers shall deliver to Buyers financial
statements for the Business for the periods as at and ending December 31, 2000,
2001 and 2002 which have been audited by Sellers' independent public accountants
in compliance with applicable requirements of generally accepted accounting
principles, generally accepted auditing standards and Securities and Exchange
Commission requirements for inclusion in a periodic report on Form 8-K. Buyers
shall be responsible for all fees charged and costs incurred by such independent
public accountants for the audit of such financial statements and for any
out-of-pocket expenses incurred by Sellers in connection therewith. Buyers
acknowledge and agree that Sellers make, and shall make, no representation or
warranty with respect to such financial statements to be prepared pursuant to
this Section.

           5.19   Additional Monthly Financials

       For each month ending after the date of this Agreement and prior to the
First Stage Closing Date, as soon as available but in any event within twenty
(20) days after the end of each such month, Sellers shall deliver to Buyers an
unaudited consolidated balance sheet and profit and loss for the Business (which
for purposes hereof may include the Retained Business) in substantially the form
of the Monthly Statements.

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<PAGE>

           5.20   Certain BCI and Sellers' Guaranties

       BCI and Sellers have executed and delivered the guaranties listed on
Schedule 5.20 pursuant to which BCI and Sellers have guaranteed certain
liabilities and/or obligations of one or more of the Sellers that constitute
Assumed Liabilities (collectively, the "BCI and Sellers' Guaranties"). Buyers
and Sellers shall use reasonable commercial efforts to obtain the Consent of the
Persons who are the named beneficiaries of the BCI and Sellers' Guaranties to
the replacement of BCI or applicable Seller, as guarantor under the BCI and
Sellers' Guaranties, with Buyers' Parent, with respect to the Assumed
Liabilities, provided that neither Buyers nor Buyers' Parent shall be required
to pay any fees or make any other financial or other concession to any such
Persons, including without limitation, any amendment, supplement or other
modification to any BCI or Seller Guaranty. In the event Buyers' Parent has not
replaced BCI or the applicable Seller under any BCI or Seller Guaranty on or
prior to the Second Stage Closing, Buyers shall indemnify, defend and hold
harmless BCI or the applicable Seller with respect to any Assumed Liabilities
under such BCI and Seller Guaranty(ies) as set forth in Section 8.2(c)(i). BCI
and Sellers shall remain on, and continue to be liable under, the BCI and
Sellers' Guaranties with respect to any Excluded Liabilities, and Sellers shall
indemnify, defend and hold harmless Buyers with respect to any Excluded
Liabilities under the BCI and Sellers' Guaranties as set forth in Section
8.2(b)(i).

           5.21   Collection of Receivables

       Prior to the applicable Staged Closing Date, Sellers shall continue to
collect Receivables in the ordinary course of business and according to past
practices, provided that Sellers shall not be obligated to initiate a suit or
other cause of action in order to collect any of the Receivables.

           5.22   Participating Accounts

       From and after the First Stage Closing Date, Buyers shall use reasonable
commercial efforts to collect the Participating Accounts, provided that Buyers
shall not be obligated to initiate a suit or other cause of action in order to
collect any of the Participating Accounts. Within thirty (30) days after the end
of each month after the First Stage Closing for the first six (6) months after
such Closing, and within thirty (30) days after the end of each calendar quarter
for two (2) years thereafter, Buyers shall provide a written statement to
Sellers showing the collections of any amount of the Participating Accounts (the
"Collected PA Amounts"), and the out-of-pocket expenses incurred by Buyers to
make such collections. Buyers shall submit to Sellers with each such statement
an amount equal to the product of seventy-five percent (75%) and the excess of
the Collected PA Amounts over such out-of-pocket expenses.

           5.23   Commitment Letters

       Prior to the First Stage Closing Date, Buyers shall meet with each
Business Employee who has an Employment Agreement set forth on Schedule 3.8(a),
explain such Business Employee his or her contemplated position within Buyers
and make a corresponding offer of employment. Buyers shall assume the Employment
Agreement of each such Business Employee who agrees to accept such offer
(including such position) and executes a letter agreeing to the assumption of
such Employment Contract and that such assumption (and the position to be held

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<PAGE>

by such Business Employee) is not a constructive termination under such
Employment Contract (a "Commitment Letter").

           5.24   Optional Intercompany Agreements

       At the First Stage Closing, Buyers shall have the right (but not the
obligation) to enter into the Collateral Agreements set forth on Schedule 5.24
on the terms set forth therein. In the event that Buyers determine, in their
sole discretion, not to accept such terms, Buyers and Sellers shall undertake
good faith negotiations to attempt to reach agreement on mutually acceptable
terms for such Collateral Agreements. Any election or failure to reach mutual
agreement pursuant to this Section 5.24 will not be grounds for the failure of a
condition under Section 7.3(b).

           5.25   BTS Employees.

       On or before the First Stage Closing Date, the Broadwing Technology
Services, Inc. employees set forth on Schedule 5.25 shall be transferred to the
Business and become Business Employees.

           5.26   Revenues by State

       Within sixty (60) days prior to the contemplated First Stage Closing
Date, Sellers shall deliver to Buyers a statement showing the allocation of the
revenues of the Business under Customer Contracts for each state in the United
States in which Sellers conduct the Business, such statement to be as of the
last day of the immediately preceding month (the "Revenues Statement"),
accompanied by a certification from the financial officer of Sellers who
prepared the Revenue Statement that it was prepared consistent with the
methodology used to fulfill prior annual reporting requirements of Sellers to
the relevant State PUCs.

       6.  Closing

           6.1    Closing

       The closing of the transactions contemplated by this Agreement (the
"Closing") shall take place in two (2) stages at the offices of Gibson, Dunn &
Crutcher LLP in New York City. The first closing stage (the "First Stage
Closing"), at which the Initial Purchase Price shall be paid in full, shall
commence at 9:00 a.m. local time on the last Business Day of the month
containing the date on which all FCC and State PUC Consents necessary to
effectuate the transfer of Customer Contracts that generate not less than eighty
percent (80%) of the revenues of the Business set forth in the Revenues
Statement have been obtained (the "First Stage Closing Date"). The second
closing stage (the "Second Stage Closing") shall commence at 9:00 a.m. local
time on the first Business Day after the date on which the last FCC and the last
State PUC Consent(s) necessary to effectuate transfer of the remaining Acquired
Assets, including the Customer Contracts, have been obtained (the "Second Stage
Closing Date"). Buyers may elect to effect the Second Stage Closing at any time
on or subsequent to the First Stage Closing Date, by written notice to Sellers
at least five (5) Business Days before the Second Stage Closing Date contained
in such notice (the "Two Stage Waiver Notice").

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           6.2    Deliveries by Sellers

       At the applicable Staged Closing Date, and as applicable, Sellers shall
deliver to Buyers the following:

                  (a)   a bill of sale for the Acquired Assets (other than those
Acquired Assets being conveyed pursuant to the Assignment and Assumption
Agreement, the Intellectual Property Rights Assignment Agreement and the other
agreements and instruments of conveyance executed at the applicable Staged
Closing), which shall include a schedule of the Acquired Assets (or a reasonably
specific description of the categories thereof) being transferred or assigned
from the respective Sellers to the respective Buyers, substantially in the form
of Exhibit O (the "Bill of Sale"), duly executed by Sellers;

                  (b)   a counterpart of the Assignment and Assumption Agreement
substantially in the form of Exhibit P (the "Assignment and Assumption
Agreement") which shall include a schedule of the Assumed Liabilities (or a
reasonably specific description of categories thereof) being transferred to or
assumed by the respective Buyers from the respective Sellers, duly executed by
Sellers;

                  (c)   executed counterparts of each other Collateral
Agreement;

                  (d)   a certificate of non-foreign status as described in U.S.
Treasury Regulation section 1.1445-2(b)(2) of the Treasury Regulations;

                  (e)   other instruments of transfer reasonably required by
Buyers to evidence the transfer of the Acquired Assets to Buyers;

                  (f)   certificate, dated the First Stage Closing Date, of
Sellers certifying as to the compliance by Sellers with Sections 7.2(a) and (b);

                  (g)   an opinion, dated the First Stage Closing Date, from
Gibson, Dunn & Crutcher LLP, counsel(s) for Sellers, and/or such other
counsel(s) reasonably acceptable to Buyers, in form and substance reasonably
satisfactory to Buyers and to the effect set forth and otherwise as contemplated
on Exhibit Q.

           6.3    Deliveries by Buyers

       At the applicable Staged Closing Date, and as applicable, Buyers shall
deliver, or shall cause a subsidiary of Buyers, as applicable, to deliver, to
Sellers or their respective designee(s) the following:

                  (a)   the Initial Purchase Price;

                  (b)   a counterpart of the Bill of Sale and the Assignment and
Assumption Agreement, duly executed by Buyers;

                  (c)   executed counterparts of each other Collateral
Agreement;

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<PAGE>

                  (d)   a certificate, dated the First Stage Closing Date, of
Buyers, certifying as to compliance by Buyers with Sections 7.3(a) and (b); and

                  (e)   An opinion, dated the First Stage Closing Date, of
Mayer, Brown, Rowe & Maw, special counsel for Buyers, and/ or such other counsel
reasonably acceptable to Sellers, in form and substance reasonably satisfactory
to Sellers and to the effect set forth and otherwise as contemplated on Exhibit
R.

           6.4    Contemporaneous Effectiveness

       All acts and deliveries prescribed by this Article 6, regardless of
chronological sequence, will be deemed to occur contemporaneously and
simultaneously on the occurrence of the last act or delivery, and none of such
acts or deliveries will be effective until the last of the same has occurred.

       7.  Conditions Precedent to Staged Closings

           7.1    First Stage Closing General Conditions

       The respective obligations of Buyers and Sellers to effect the First
Stage Closing of the transactions contemplated hereby are subject to the
fulfillment, prior to or at the First Stage Closing Date, of each of the
following conditions; provided that such conditions shall only be a condition to
the obligations of and may only be waived by, the party(ies) adversely affected
thereby:

                  (a)   No Action by any Governmental Body or other Person shall
have been instituted or threatened which (i) has had, or is reasonably likely to
have, a Material Adverse Effect or (ii) is reasonably likely to enjoin, restrain
or prohibit, or could result in substantial damages in respect of, any provision
of this Agreement or any Collateral Agreement or the consummation of the
transactions contemplated hereby or thereby, or affect materially and adversely
the right of Buyers to own the Acquired Assets or to operate the Business.

                  (b)   Any applicable waiting period under the HSR Act relating
to the transactions contemplated by this Agreement and the Collateral Agreements
shall have expired or been terminated.

           7.2    First Stage Closing Conditions Precedent to Buyers'
                  Obligations

       The obligations of Buyers to effect the First Stage Closing of the
transactions contemplated hereby are subject to the fulfillment, prior to or at
the First Stage Closing Date, of each of the following conditions, any of which
may be waived in writing by Buyers in their sole discretion:

                  (a)   (i) The representations and warranties of Sellers
contained in this Agreement shall be true and correct both when made and at and
as of the First Stage Closing Date, as though such representations and
warranties were made at and as of the First Stage Closing Date (except to the
extent that such representations and warranties are made as of a specified date,
in which case such representations and warranties shall be true and correct as
of

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<PAGE>

such specified date) and (ii) each Seller shall have performed all obligations
and agreements and complied with all covenants and conditions required by this
Agreement and the Collateral Agreements to be performed or complied with by it
prior to or at the First Stage Closing Date, except where (x) with respect to
clause (i) the failure of such representations and warranties to be true and
correct (without giving effect to any limitation as to materiality or Material
Adverse Effect or other materiality qualifiers as set forth therein) and/or (y)
with respect to clause (ii) the failure to so perform or comply (without giving
effect to any limitation as to materiality or Material Adverse Effect or other
materiality qualifiers as set forth therein), have not individually or in the
aggregate had, or would not individually or in the aggregate be reasonably
likely to have, a Material Adverse Effect with respect to the Business or Buyers
(taken as a whole) or a material adverse effect on the ability of any of the
Sellers to consummate the transactions contemplated hereby or a material adverse
effect on Sellers' Parent's ability to consummate the transactions contemplated
by Sellers' Parent Guaranty.

                  (b)   Each Seller party thereto shall have executed and
delivered, and have caused the other parties thereto (other than Buyers) to have
executed and delivered the agreements, instruments and documents listed in
Section 6.2.

                  (c)   No change since December 31, 2002 (i) shall have
occurred which has had a Material Adverse Effect with respect to the Business or
Buyers (taken as a whole) or has had a material adverse effect on the ability of
any of the Sellers to consummate the transactions contemplated hereby or on the
Sellers' Parent's ability to consummate the transactions contemplated by the
Sellers' Parent Guaranty, and (ii) shall have occurred (or circumstance
involving a prospective change) which is reasonably likely to have a Material
Adverse Effect with respect to the Business.

                  (d)   Seventy-five percent (75%) of the thirty (30) Business
Employees set forth on Schedule 7.2(d) and identified as key sales and
operations employees or replacements that are acceptable to Buyers in their sole
discretion (collectively, the "Key Employees") shall have accepted Buyers' offer
of employment.

                  (e)   Buyers shall have received written evidence reasonably
satisfactory to them (i) that the Sellers' Consents set forth and indicated as
required on Schedule 3.3(b) (including without limitation an amendment of the
Credit Agreement, or Consent under the Credit Agreement, that permits the
consummation of the transactions contemplated by this Agreement and the
Collateral Agreements) and (ii) the Buyers' Consents set forth and indicated as
required on Schedule 4.3(b) have been received.

                  (f)   Buyers shall have received written evidence reasonably
satisfactory to them that each of the Encumbrances (other than Permitted
Encumbrances) on the Acquired Assets, and Permitted Encumbrances marked with an
asterisk on Schedule 1.1(c), has been released, including, without limitation,
any Encumbrance under the Credit Agreement.

                  (g)   The Sellers' Parent Guaranty shall continue to be in
full force and effect, and Sellers' Parent shall have received the written
amendment of the Credit Agreement, or Consent under the Credit Agreement,
necessary to permit the execution, delivery and performance of Sellers' Parent
Guaranty.

                                      -61-

<PAGE>

                  (h)   No facts, events or circumstance shall have occurred
prior to First Stage Closing Date that, in the aggregate, cause or permit, or
are reasonably likely to cause or permit before or after First Stage Closing
Date, the Pension Benefit Guaranty Corporation to seek to impose or impose an
Encumbrance on any of the Acquired Assets.

                  (i)   Buyers shall have received written evidence reasonably
satisfactory to them (A) that the resolutions and amendments to the articles or
certificate of incorporation and/or other organizational documents contemplated
by Section 5.17(a) have been obtained, and (B) that the related registrations
are to become effective on the Second Stage Closing Date.

                  (j)   There shall not have been or be any Encumbrance (other
than Permitted Encumbrances, excluding those contemplated by Section 7.2(f) to
be removed) imposed on any of the Acquired Assets in connection with any
Bankruptcy of any Seller or any of their Affiliates (including, without
limitation, Sellers' Parent and/or BCI).

            7.3   First Stage Closing Conditions Precedent to Sellers'
Obligations

       The obligations of Sellers to effect the First Stage Closing of the
transactions contemplated hereby are subject to the fulfillment, prior to or at
the First Stage Closing Date, of each of the following conditions, any of which
may be waived in writing by Sellers in their sole discretion:

                  (a)   (i) The representations and warranties of Buyers
contained in this Agreement shall be true and correct both when made and at and
as of the First Stage Closing Date, as though such representations and
warranties were made at and as of the First Stage Closing Date (except to the
extent that such representations and warranties are made as of a specified date,
in which case such representations and warranties shall be true and correct as
of such specified date) and (ii) Buyers shall have performed all obligations and
agreements and complied with all covenants and conditions required by this
Agreement or any Collateral Agreement to be performed or complied with by their
prior to or at the First Stage Closing Date, except where (x) with respect to
clause (i) the failure of such representations and warranties to be true and
correct (without giving effect to any limitation as to materiality or Material
Adverse Effect or any other materiality qualifiers as set forth therein) and/or
(y) with respect to clause (ii) the failure to so perform or comply (without
giving effect to any limitation as to materiality or Material Adverse Effect or
any other materiality qualifiers as set forth therein) has not individually or
in the aggregate had, or would not individually or in the aggregate be
reasonably expected to have, a Material Adverse Effect with respect to Sellers
(taken as a whole), a material adverse effect on the ability of any of the
Buyers to consummate the transactions contemplated hereby or a material adverse
effect on Buyers' Parent to consummate the transactions contemplated by the
Buyers' Parent Guaranty.

                  (b)   Buyers shall have executed and delivered, and have
caused the other parties thereto (other than Sellers and Sellers' Parent) to
have executed and delivered the documents listed in Section 6.3.

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<PAGE>

                  (c)   The Buyers' Parent Guaranty shall continue to be in full
force and effect.

                  (d)   Buyers shall have delivered the Initial Purchase Price.

                  (e)   Sellers shall have received written evidence reasonably
satisfactory to them (i) that the Buyers' Consents set forth and indicated as
required on Schedule 4.3(b) have been received and (ii) an amendment of the
Credit Agreement, or Consent under the Credit Agreement, that permits the
consummation of the transactions contemplated by this Agreement and the
Collateral Agreements has been received.

            7.4   Second Stage General Conditions

       The respective obligations of Buyers and Sellers to effect the Second
Stage Closing of the transactions contemplated hereby are subject to (i) there
not being an injunction or other court order prohibiting the consummation of the
transactions contemplated by this Agreement to occur on the Second Stage Closing
Date and (ii) Sellers shall have changed their corporate or company name to a
name that does not include the word "Broadwing" or any name intended or likely
to be confused or associated with any Broadwing Name and have caused the
registration of the new name with the appropriate Governmental Body.

       8.   Survival and Indemnity

       The rights and obligations of Buyers and Sellers under this Agreement
shall be subject to the following terms and conditions:

            8.1   Survival of Representations and Warranties

       The representations and warranties of Buyers and Sellers contained in
this Agreement and in any Collateral Agreement shall survive the First Stage
Closing Date for eighteen (18) months, except the Environmental Warranties which
shall survive for three (3) years, Tax Warranties which shall survive for the
applicable statutes of limitations plus ninety (90) days and Title and
Authorization Warranties which shall survive forever. Neither Sellers nor Buyers
shall have any liability whatsoever with respect to any such representations or
warranties unless a claim is made hereunder prior to expiration of the survival
period for such representation or warranty.

            8.2   General Agreement to Indemnify

                  (a)   Sellers, jointly and severally, on the one side, and
Buyers, on the other side (Sellers or Buyers, whichever has the obligation to
indemnify, defend and hold harmless, the "Indemnifying Party") shall indemnify,
defend and hold harmless the other party hereto and their Affiliates and any
employee, representative, agent, director, officer, partner, member or
principal, as applicable, or assign of such party and their Affiliates (each, an
"Indemnified Party") from and against any and all Actions, whether by a third
party against an Indemnified Party or by one party against another party
(collectively, "Claims") related to or arising out of or resulting from,
liabilities, losses, damages, costs and expenses (including

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<PAGE>

reasonable attorneys', accountants' and experts' fees and costs, and costs and
expenses of establishing entitlement to indemnification) (collectively,
"Losses") incurred by any Indemnified Party related to, or arising out of or
resulting from (i) any breach of or any inaccuracy in any representation or
warranty of the Indemnifying Party contained in this Agreement or any Collateral
Agreement when made or as of the applicable Staged Closing Date (or as of such
different date or period specified for such representation or warranty) as
though such representation or warranty were made at the applicable Staged
Closing Date (or at such different date or period specified for such
representation or warranty) (and for purposes of determining liability under
this Section 8.2, after removing any reference to materiality or Material
Adverse Effect or any other materiality qualifiers contained in such
representations and warranties other than such of the foregoing that are
underlined, provided that when an underlined reference to the word "material" or
"materiality" also appears in brackets, the applicable representations and
warranties should not be read for purposes of this Agreement (other than the
proceeding portion of this sentence) as though such terms were therein) or (ii)
the breach by the Indemnifying Party of any covenant or agreement of such party
contained in this Agreement or any Collateral Agreement.

                  (b)   Sellers further agree jointly and severally to
indemnify, defend and hold harmless Buyers and any other Indemnified Party of
Buyers from and against any Losses incurred by such party arising out of,
resulting from, or relating to (i) any of the Excluded Assets (including the
Retained Business) or Excluded Liabilities (including those related to the
Retained Business), (ii) any matters identified on Schedule 8.2(b), (iii) any
matters identified on Schedule 3.6(a) or (b), (iv) any Taxes of Sellers (except
any such Taxes for which Buyers are responsible pursuant to Section 5.3 or
Section 10.2) and (v) any failure of Sellers to comply with the provisions of
any bulk transfer laws which may be applicable to the transactions contemplated
hereby and by the Collateral Agreements.

                  (c)   Buyers further agree to jointly and severally indemnify,
defend and hold harmless Sellers and any other Indemnified Party of Sellers from
and against any Losses incurred by such party arising out of, resulting from, or
relating to: (i) any of the First Stage Assumed Liabilities after the First
Stage Closing and the Second Stage Assumed Liabilities after the Second Stage
Closing; (ii) any claim, demand or liability for the Taxes for which Buyers are
responsible pursuant to Section 5.3; (iii) any other liability or obligation
with respect to the conduct of the Business transferred on the First Stage
Closing Date after such Closing Date and with respect to the conduct of the
Business transferred after the First Stage Closing, to the extent arising out
of, or resulting from, facts, events or circumstances occurring, or which
accrue, after the applicable Staged Closing Date (other than due to any failure
to comply or breach of any of Sellers or any of their Affiliates, whether
before, on or after the applicable Staged Closing Date); and (iv) any Third
Party Claims arising out of the Two Stage Waiver Notice (if any).

                  (d)   Whether or not the Indemnifying Party chooses to defend
or prosecute any Third Party Claim (as defined in Section 8.3(a)), both parties
hereto shall cooperate in the defense or prosecution thereof and shall furnish
such records, information and testimony, and attend such conferences, discovery
proceedings, hearings, trials and appeals, as may be reasonably requested in
connection therewith, except that nothing herein shall permit

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Sellers, or require Buyers as a condition to obtaining indemnification, to seek
to collect back sales or use Tax from clients or customers of the Business.

                  (e)   The indemnification obligations of each party hereto
under this Article 8 shall inure to the benefit of the Affiliates of the other
party and the employees, representatives, agents, directors, officers, partners,
members and principals, as applicable, of the other party hereto and their
Affiliates on the same terms as are applicable to such other party.

                  (f)   Sellers' and Buyers' respective liability for all Claims
under Section 8.2(a)(i) shall be subject to the following limitations:

                        (i)    neither the Sellers nor Buyers, respectively,
         shall have any liability for any Losses arising from such Claims unless
         the aggregate of all Losses for which the Sellers or Buyers,
         respectively, would, but for this provision, be liable exceeds on a
         cumulative basis an amount equal to Five Hundred Thousand U.S. Dollars
         ($500,000) (the "Threshold"), provided, that in the event that such
         Losses of Sellers or Buyers, as applicable, on a cumulative basis
         exceed the Threshold, the liability shall be from the first dollar of
         Losses. Notwithstanding the foregoing, the Threshold shall not apply
         (i) to Claims or Losses with respect to the Title and Authorization
         Warranties, Tax Warranties and the representations and warranties
         contained in Sections 3.13 and 4.6, or (ii) when Buyers have the right
         not to proceed to Closing under Section 7.2(a) but proceed to Closing
         under Section 5.7(c);

                        (ii)   the Sellers' or Buyers' respective aggregate
         liability for all Losses arising from such Claims (other than any such
         Claims with respect to the Title and Authorization Warranties, the Tax
         Warranties and the representations and warranties in Sections 3.13 and
         4.6) shall not exceed fifty percent (50%) of the Purchase Price (the
         "General Cap");

                        (iii)  the Sellers' or Buyers' respective aggregate
         liability with respect to their respective Title and Authorization
         Warranties shall not exceed the Purchase Price (the "Overall Cap"), and
         the Sellers' or Buyers' respective aggregate liability under the
         preceding clause (ii) and this clause (iii) shall not exceed the
         Overall Cap;

                        (iv)   Sellers' or Buyers' respective liability for Tax
         Warranties and the representations and warranties contained in Sections
         3.13 and 4.6 shall not be subject to the General Cap or the Overall
         Cap; and

                        (v)    in no event shall Sellers be obligated
         to indemnify Buyers or any other Person with respect to any Loss to the
         extent that a specific accrual or reserve for the amount of such Loss
         was included in the calculation of the Closing Working Capital. No
         Indemnified Party may make a claim for indemnification under Section
         8.2(a)(i) for breach by the Indemnifying Party of a particular
         representation or warranty after the expiration of the survival period
         specified in Section 8.1.

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                  (g)   The amount of any Loss for which indemnification is
provided under this Article 8 shall be net of any amounts recovered or
recoverable by the Indemnified Party under insurance policies with respect to
such Loss.

                  (h)   Notwithstanding anything herein or in the Collateral
Agreements (other than the Security Agreement) to the contrary, none of the
parties hereto or thereto shall be liable to the other, whether in contract,
tort or otherwise, for any special, indirect, incidental, consequential,
punitive or exemplary or other similar type of damages whatsoever, which in any
way arise out of, relate to, or are a consequence of, its performance or
nonperformance hereunder or the Collateral Agreements (other than through
fraud), including loss of profits, business interruptions and claims of
customers, except to the extent to which a Third Party Claim against an
Indemnified Party includes such damages.

                  (i)   Each party further acknowledges and agrees that, should
the First Stage Closing occur, its sole and exclusive remedy with respect to any
and all claims relating to this Agreement, the Collateral Agreements, the
transactions contemplated hereby, the Business and its assets, liabilities and
business (other than claims of, or causes of action arising from, fraud;
provided that inaccuracies of representations or warranties (whether or not
accurate facts were knowable by inquiry including title searches or otherwise)
shall not be construed to be fraud, absent intent to deceive) shall be pursuant
to the indemnification provisions set forth in this Article 8. In furtherance of
the foregoing, except as set forth in the preceding sentence, each party hereby
waives and releases, from and after the First Stage Closing Date, any and all
rights, claims and causes of action (other than claims of, or causes of action
arising from, fraud, subject to the proviso set forth above in this Section
8.2(i)) it may have against the other party and its Affiliates arising under or
based upon any Federal, state, local or foreign statute, law, ordinance, rule or
regulation or otherwise (except pursuant to the indemnification provisions set
forth in this Article 8) arising out of or related to this Agreement and the
Collateral Agreements. Notwithstanding the foregoing, nothing in this Section
8.2(i) or elsewhere in this Agreement shall be deemed to limit any party's right
to seek specific performance or other equitable relief in any court of competent
jurisdiction of its rights and remedies hereunder or in any Collateral
Agreement, in accordance with Section 10.11.

            8.3   General Procedures for Indemnification

                  (a)   Procedures Relating to Indemnification. In order for the
Indemnified Party to be entitled to any indemnification provided for under this
Agreement in respect of, arising out of or involving a Claim made by any Person
against the Indemnified Party (each, a "Third Party Claim"), such Indemnified
Party must notify the Indemnifying Party in writing, and in reasonable detail,
of the Third Party Claim within ten (10) Business Days after receipt by such
Indemnified Party of written notice of the Third Party Claim; provided, that the
failure of the Indemnified Party to give notice in the manner specified above
shall not relieve the Indemnifying Party of its obligations under this Article 8
except to the extent (if any) that the Indemnified Party shall have been
materially prejudiced thereby.

       If the Indemnifying Party does not object in writing to such
indemnification claim within thirty (30) days of the Indemnifying Party's
knowledge of its receipt of notice thereof, the Indemnified Party shall be
entitled to recover promptly from the Indemnifying Party the amount

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of such claim, and no later objection by the Indemnifying Party shall be
permitted. If the Indemnifying Party agrees that it has an indemnification
obligation but objects that it is obligated to pay only a lesser amount, the
Indemnified Party shall nevertheless be entitled to recover promptly from the
Indemnifying Party the lesser amount, without prejudice to the Indemnified
Party's claim for the difference.

       If a Third Party Claim is made against an Indemnified Party, the
Indemnifying Party shall be entitled to participate in the defense thereof and
to assume the defense thereof with counsel selected by the Indemnifying Party
which is reasonably satisfactory to the Indemnified Party. Should the
Indemnifying Party so elect to assume the defense of a Third Party Claim, the
Indemnifying Party shall not be liable to the Indemnified Party for legal
expenses subsequently incurred by the Indemnified Party in connection with the
defense thereof unless the Indemnified Party reasonably determines in its
judgment that representation by the Indemnifying Party's counsel of both the
Indemnifying Party and the Indemnified Party would present such counsel with a
conflict of interest, then such Indemnified Party may employ separate counsel to
represent or defend it in any such Third Party Claim and the Indemnifying Party
shall pay the reasonable fees and disbursements of one such separate counsel. If
the Indemnifying Party assumes such defense, the Indemnified Party shall have
the right to participate in the defense thereof and to employ counsel, at its
own expense (subject to the preceding sentence), separate from the counsel
employed by the Indemnifying Party, it being understood that the Indemnifying
Party shall control such defense. The Indemnifying Party shall be liable for the
fees and expenses of counsel employed by the Indemnified Party for any period
during which the Indemnifying Party has failed to assume the defense thereof
(other than during the period prior to the time the Indemnified Party shall have
given notice of the Third Party Claim as provided above). All attorneys' fees
and expenses shall count towards the indemnity limit specified in Section
8.2(f).

                  (b)   If the Indemnifying Party so elects to assume the
defense of any Third Party Claim, all of the Indemnified Parties shall
reasonably cooperate with the Indemnifying Party in the defense or prosecution
thereof. Such cooperation shall include the retention and (upon the Indemnifying
Party's request) the provision to the Indemnifying Party of records and
information that are reasonably relevant to such Third Party Claim, and making
employees available on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder. Any settlement
or compromise made or caused to be made by the Indemnified Party (which is
permitted if the Indemnifying Party has declined to assume the defense thereof)
or the Indemnifying Party, as the case may be, of a Third Party Claim referred
to in this paragraph shall also be binding upon the Indemnifying Party or the
Indemnified Party, as the case may be, in the same manner as if a final judgment
or decree had been entered by a court of competent jurisdiction in the amount of
such settlement or compromise; provided, that no such settlement by the
Indemnifying Party shall be binding upon the Indemnified Party without its prior
written consent, which shall not be unreasonably withheld or delayed with
respect to proposed settlements whereby the Indemnified Party is held harmless
with respect to all Losses and no other material obligation is imposed upon the
Indemnified Party (provided that in the event a Third Party Claim is subject to
the General Cap or the Overall Cap (each, a "Cap"), the Indemnified Party need
only be held harmless up to the amount of the remaining balance of the
applicable Cap); and provided, further that where a Third Party Claim is subject
to a Cap and the proposed settlement involves Losses in excess of such Cap (and
does

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not impose any other material obligation on the Indemnified Party) either the
Indemnified Party shall accept the proposed settlement or agree to assume the
defense thereof and hold harmless the Indemnifying Party for all Losses over the
lesser of the amount of the proposed settlement or the remaining balance of the
applicable Cap.

                  (c)   Each Seller and Buyers shall make commercially
reasonable efforts to mitigate any Claim or other liability with respect to
which one party is obligated to indemnify the other party hereunder.

       9.   Termination

            9.1   Termination

       This Agreement may be terminated at any time prior to the applicable
Staged Closing Date by:

                  (a)   The mutual written consent of Buyers and Sellers.

                  (b)   Buyers or Sellers, if there shall be in effect a
non-appealable injunction or order of a Governmental Body of competent
jurisdiction prohibiting the consummation of the transactions contemplated
hereby.

                  (c)   Buyers or Sellers, if the First Stage Closing Date shall
not have occurred by the date that is ten (10) months following the date hereof;
provided that the failure of the First Stage Closing to occur on or before such
date did not result from the failure by the party seeking termination of this
Agreement to fulfill any undertaking or agreement or satisfy any condition
provided for herein that is required to be fulfilled or satisfied by it prior to
First Stage Closing.

                  (d)   By Sellers, if there shall have been a breach of any
representation and warranty or covenant of Buyers hereunder or under any of its
Collateral Agreements, and such breach shall not have been remedied within sixty
(60) days after receipt by Buyers of notice in writing from Sellers specifying
the breach and requesting such be remedied, except where such breach of
representation and warranty or covenant (without giving effect to any limitation
as to materiality or Material Adverse Effect or any other materiality qualifiers
as set forth therein) has not individually or in the aggregate had, or would not
individually or in the aggregate be reasonably likely to have, a Material
Adverse Effect with respect to Sellers (taken as a whole) or on the ability of
any of the Buyers to consummate the transactions contemplated hereby or a
material adverse effect on Buyers' Parent's ability to consummate the
transactions contemplated by the Buyers' Parent Guaranty.

                  (e)   By Buyers, if there shall have been a breach of any
representation and warranty or covenant of Sellers hereunder or under any of its
Collateral Agreements, and such breach shall not have been remedied within sixty
(60) days after receipt by Sellers of notice in writing from Buyers specifying
the breach and requesting such be remedied, except where such breach of
representation and warranty or covenant (without giving effect to any limitation
as to materiality or Material Adverse Effect or any other materiality qualifiers
as set forth

                                      -68-

<PAGE>

therein) has not individually or in the aggregate had, or would not individually
or in the aggregate be reasonably likely to have, a Material Adverse Effect with
respect to the Business or Buyers (taken as a whole) or on the ability of any of
the Sellers to consummate the transactions contemplated hereby or a material
adverse effect on the Sellers' Parents' ability to consummate transactions
contemplated by the Sellers' Parent's Guaranty.

            9.2   Effect of Termination

       In the event of the termination of this Agreement in accordance with
Section 9.1, this Agreement shall become void and have no effect, without any
liability on the part of any party or its directors, officers, partners,
members, principals or stockholders, except for the obligations of the parties
hereto as provided in Sections 10.1, 10.2, 10.4, 10.5, 10.12 and this Section
9.2, and except that, notwithstanding anything in this Agreement to the
contrary, neither Sellers nor Buyers shall be relieved or released from any
liabilities or damages arising out of its breach of any provision of this
Agreement.

       10.  Miscellaneous Provisions

            10.1  Notices

       All notices and other communications hereunder and under the Collateral
Agreements shall be in writing and shall be deemed to have been duly given upon
receipt if (i) mailed by certified or registered mail, return receipt requested,
(ii) sent by a nationally recognized overnight delivery service (receipt
requested), fee prepaid, (iii) sent via facsimile with receipt confirmed, or
(iv) delivered personally, addressed as follows or to such other address or
addresses of which the respective party shall have notified the other.

                  (a)   If to Sellers, to:

                        Broadwing Inc.
                        201 East Fourth Street, 102-745
                        Cincinnati, Ohio 45204
                        Attention:  General Counsel
                        Facsimile:  (513) 721-7358

                        With an additional copy to:

                        Gibson, Dunn & Crutcher LLP
                        200 Park Avenue
                        New York, New York  10166
                        Attention:  Steven Shoemate
                        Facsimile:  (212) 351-5316

                                      -69-

<PAGE>

                  (b)   If to Buyers, to:

                        C III Communications LLC
                        7015 Albert Einstein Drive
                        Columbia, MD  21046
                        Attention:  Kim Larsen
                        Facsimile:  (443) 259-4418

                        and:

                        C III Communications LLC
                        Suite 450
                        12444 Powerscourt Dr.
                        St. Louis, MO  63131
                        Attention:  Martin Kerckhoff
                        Facsimile: 314-965-0500

                        With a copy to:

                        Mayer, Brown, Rowe & Maw
                        1909 K Street, N.W.
                        Washington, D.C.  20006
                        Attention:  Stuart P. Pergament
                        Facsimile:  (202) 263-3300

                        and

                        Paul Hastings, Janofsky & Walker LLP
                        75 East 55th Street
                        New York, New York 10022
                        Attention:  Leigh P. Ryan
                        Facsimile:  (212) 319-4090

            10.2  Expenses

       Any sales, use or other transfer taxes arising out of or incurred in
connection with the transactions contemplated by this Agreement shall be paid in
accordance with Section 5.3. Except as provided in the preceding sentence or
otherwise expressly provided in this Agreement or the Collateral Agreements,
each party will pay its own costs and expenses, including legal and accounting
expenses, related to the transactions contemplated by this Agreement,
irrespective of when incurred and whether or not the Closing occurs; provided,
that Buyers and Sellers shall bear their portion of the fees and expenses of the
filings under the HSR Act irrespective of the occurrence of Closing hereunder.

                                      -70-

<PAGE>

            10.3  Entire Agreement

       The agreement of Sellers and Buyers, which is comprised of this
Agreement, the Schedules and Exhibits hereto and the documents referred to
herein and therein, including the Collateral Agreements, sets forth the entire
agreement and understanding between the parties and supersedes any prior
agreement or understanding, written or oral, relating to the subject matter of
this Agreement.

            10.4  Jurisdiction, Service of Process

       Each of the parties hereto hereby irrevocably and unconditionally
consents to submit to the exclusive jurisdiction of the (a) Supreme Court of the
State of New York, New York County and (b) United States District Court for the
Southern District of New York, for any actions, suits or proceedings arising out
of or relating to this Agreement and the Collateral Agreements (and agrees not
to commence any action, suit or proceeding relating thereto except in such
courts), and further agrees that service of any process, summons, notice or
document by U.S. registered mail to its respective address set forth in Section
10.1 will be effective service of process for any action, suit or proceeding
brought against it in any such court. Each of the parties hereto hereby
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this Agreement or the Collateral
Agreements in the courts of the State of New York or the United States of
America located in the City of New York and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.

            10.5  Governing Law

       This Agreement and the Collateral Agreements will be construed in
accordance with and governed by the internal laws of the State of New York
applicable to agreements made and to be performed entirely within such State
without regard to conflicts of laws principles thereof.

            10.6  Waiver

       The rights and remedies of the parties to this Agreement and the
Collateral Agreements are cumulative and not alternative. Neither the failure
nor any delay by any party in exercising any right, power or privilege under
this Agreement or the documents referred to in this Agreement will operate as a
waiver of such right, power or privilege, and no single or partial exercise of
any such right, power or privilege will preclude any other or further exercise
of such right, power or privilege or the exercise of any other right, power or
privilege. To the maximum extent permitted by Law, (a) no claim or right arising
out of this Agreement or the Collateral Agreements can be discharged by one
party, in whole or in part, by a waiver or renunciation of the claim or right
unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is given
and will not operate as a waiver of, or estoppel with respect to, any subsequent
or other failure or noncompliance; and (c) no notice to or demand on one party
will be deemed to be a waiver of any obligation of such party or of the right of
the party giving such notice or demand to take further action without notice or
demand as provided in this Agreement or the Collateral Agreements.

                                      -71-

<PAGE>

            10.7   No Oral Modification

       Neither this Agreement nor any Collateral Agreement may not be amended
except by a written agreement executed by the party to be charged with the
amendment. Any attempted amendment in violation of this Section 10.7 will be
void ab initio.

            10.8   Assignments, Successors

       No party may assign any of its rights under this Agreement or any
Collateral Agreements without the prior written consent of the other parties
hereto or thereto. Notwithstanding the foregoing, Buyers may assign this
Agreement or rights and obligations of Buyers hereunder, in each case in whole
or part, to any Affiliate of Buyers and to any successor to all or substantially
all of the Business (whether by merger, consolidation, sale of assets or
otherwise), provided that Buyers shall remain liable for all of their
obligations under this Agreement. Subject to the preceding sentences, this
Agreement and the Collateral Agreements will apply to, be binding in all
respects upon, and inure to the benefit of the successors and permitted assigns
of the parties.

            10.9   Severability

       If any provision of this Agreement or the Collateral Agreements is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Agreement and the Collateral Agreements will remain in full
force and effect. Any provision of this Agreement or the Collateral Agreements
held invalid or unenforceable only in part or degree will remain in full force
and effect to the extent not held invalid or unenforceable.

            10.10  Captions

       The Article, section and paragraph captions herein and the table of
contents hereto are for convenience of reference only, do not constitute part of
this Agreement and the Collateral Agreements and will not be deemed to limit or
otherwise affect any of the provisions hereof or thereof. Unless otherwise
specified, all references herein to numbered Articles and Sections are to
articles and sections of this Agreement, all references herein to Schedules are
to Schedules to this Agreement and all references herein to Exhibits are to
Exhibits to this Agreement.

            10.11  Specific Performance

       Each party recognizes and affirms that in the event of breach by him or
it of any of the provisions of Sections 5.8, 5.9, or 5.17 money damages would be
inadequate and the other parties would have no adequate remedy at law.
Accordingly, each party agrees that the other parties shall have the right, in
addition to any other rights and remedies existing in their favor, to enforce
their respective rights and the breaching party's obligations under Sections
5.8, 5.9 or 5.17 not only by an action or actions for damages, but also by an
action or actions for specific performance, injunction and/or other equitable
relief in order to enforce or prevent any violations (whether anticipatory,
continuing or future) of the provisions of Sections 5.8, 5.9 or 5.17. If a bond
is required to be posted in order for any party to secure an injunction, the
parties agree that such bond need not exceed the sum of $1,000.

                                      -72-

<PAGE>

            10.12  No Third Party Beneficiaries

       Nothing in this Agreement or the Collateral Agreements, express or
implied, is intended to or shall constitute the parties hereto as partners or as
participants in a joint venture. This Agreement is solely for the benefit of the
parties hereto and, only to the extent provided in Article 8, their respective
Affiliates and employees, representatives, agents, directors, officers,
partners, members or principals, as applicable, or their respective assigns, for
whom the parties shall be entitled to enforce this Agreement, and no provision
of this Agreement shall be deemed to confer upon any other Third Parties any
remedy, claim, liability, reimbursement, cause of action or other right
(including a right to enforce). Nothing in this Agreement or the Collateral
Agreements shall be construed as giving to any Business Employee, or any other
individual, any right or entitlement of any kind of nature, whether under any
Benefit Plan, policy or procedure maintained by any Seller or Buyer or
otherwise. No Third Party shall have any rights under Section 502, 503 or 504 of
ERISA or any regulations thereunder because of this Agreement or the Collateral
Agreements that would not otherwise exist without reference to this Agreement or
the Collateral Agreements. No Third Party shall have any right, independent of
any right that exists irrespective of this Agreement or the Collateral
Agreements, under or granted by this Agreement or the Collateral Agreements, to
bring any Action at law or equity for any matter governed by or subject to the
provisions of this Agreement (except for Indemnified Parties as provided in
Section 8.2) or the Collateral Agreements.

            10.13  Counterparts

       This Agreement and Collateral Agreements may be executed simultaneously
in two or more counterparts, each of which will be deemed to be an original copy
of this Agreement and the Collateral Agreements and all of which together will
be deemed, respectively, to constitute one and the same agreement.

            10.14  Waiver of Compliance with Bulk Transfer Laws

       Buyers hereby waive compliance by Sellers with the provisions of any bulk
transfer laws which may be applicable to the transactions contemplated hereby
and by the Collateral Agreements.

            10.15  Publicity

       No public release or announcement concerning the transactions
contemplated by this Agreement and/or the Collateral Agreements shall be issued
by any party (or any of its Affiliates) without the prior written consent of the
other parties, except as such release or announcement may be required by Law or
the rules or regulations of any securities exchange or other Governmental Body,
in which case the party required to make the release or announcement shall allow
the other parties reasonable time to comment on such release or announcement in
advance of such issuance. Buyers and Sellers to discuss further.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                      -73-

<PAGE>

IN WITNESS WHEREOF, each party has caused this Agreement to be duly executed on
its behalf by its duly authorized officers as of the date first written above.

                                      BROADWING COMMUNICATIONS
                                      SERVICES INC.


                                      By: /s/ Kevin W. Mooney
                                         _______________________________________
                                             Name:  Kevin W. Mooney
                                             Title: Chief Executive Officer


                                      BROADWING COMMUNICATIONS SERVICES OF
                                      VIRGINIA INC.


                                      By: /s/ Kevin W. Mooney
                                         _______________________________________
                                             Name:  Kevin W. Mooney
                                             Title: Chief Executive Officer


                                      BROADWING COMMUNICATIONS REAL ESTATE
                                      SERVICES LLC


                                      By: /s/ Thomas L. Schilling
                                         _______________________________________
                                             Name:  Thomas L. Schilling
                                             Title: Manager


                                      BROADWING SERVICES LLC


                                      By: /s/ Kevin W. Mooney
                                         _______________________________________
                                             Name:  Kevin W. Mooney
                                             Title: Chief Executive Officer


                                      IXC BUSINESS SERVICES, LLC


                                      By: /s/ Thomas L. Schilling
                                         _______________________________________
                                             Name:  Thomas L. Schilling
                                             Title: Manager

                                       74

<PAGE>

                                      BROADWING TELECOMMUNICATIONS INC.


                                      By: /s/ Kevin W. Mooney
                                         _______________________________________
                                            Name:  Kevin W. Mooney
                                            Title: Chief Executive Officer


                                      IXC INTERNET SERVICES, INC.


                                      By: /s/ Kevin W. Mooney
                                         _______________________________________
                                            Name:  Kevin W. Mooney
                                            Title: Chief Executive Officer


                                      BROADWING LOGISTICS LLC


                                      By: /s/ Kevin W. Mooney
                                         _______________________________________
                                            Name:  Kevin W. Mooney
                                            Title: Chief Executive Officer


                                      MSM ASSOCIATES, LIMITED PARTNERSHIP

                                         By:  MUTUAL SIGNAL CORPORATION OF
                                              MICHIGAN, its General Partner

                                         By: /s/ Kevin W. Mooney
                                            ____________________________________
                                            Name:  Kevin W. Mooney
                                            Title: Chief Executive Officer

                                       75

<PAGE>

                                      C III COMMUNICATIONS, LLC


                                      By: /s/ Martin Kerckhoff
                                         _______________________________________
                                      Name:  Martin Kerckhoff
                                      Title: Authorized Director

                                      C III COMMUNICATIONS OPERATIONS, LLC


                                      By:/s/ Martin Kerckhoff
                                         _______________________________________
                                      Name:  Martin Kerckhoff
                                      Title: Authorized Director

                                       76