<PAGE>

                                                                   Exhibit 10.36

                            PAC-WEST TELECOMM, INC.

                                      AND

                         U S WEST COMMUNICATIONS, INC.

                                INTERCONNECTION
                                   AGREEMENT

                            FOR THE STATE OF OREGON

                                CDS-000124-0030
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                      <C>
I.       RECITALS..........................................................................................   1

II.      SCOPE OF AGREEMENT................................................................................   1

III.     DEFINITIONS.......................................................................................   2

IV.      RATES AND CHARGES  GENERALLY......................................................................   8

V.       RECIPROCAL TRAFFIC EXCHANGE.......................................................................   9

   A.    Scope.............................................................................................   9

   B.    Types of Traffic..................................................................................   9

   C.    Types of Exchanged Traffic........................................................................  10

   D.    Rate Structure -- Local Traffic...................................................................  11

   E.    Rate Structure -- Toll Traffic....................................................................  13

   F.    Rate Structure -- Transit Traffic.................................................................  13

   G.    LIS Interface Code Availability And Optional Features.............................................  13

   H.    Measuring Local Interconnection Minutes...........................................................  14

   I.    Testing...........................................................................................  14

   J.    Ordering..........................................................................................  15

   K.    Billing Arrangements..............................................................................  16

   L.    Mileage Measurement...............................................................................  17

   M.    Construction Charges..............................................................................  17

VI.      INTERCONNECTION...................................................................................  18

   A.    Definition........................................................................................  18

   B.    Mid-span Meet POI.................................................................................  18

   C.    Collocation.......................................................................................  18
</TABLE>

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<TABLE>
<S>                                                                                                       <C>
   D.    Entrance Facility.................................................................................  18

   E.    Quality of Interconnection........................................................................  19

   F.    Points of Interface (POI).........................................................................  19

   G.    Trunking Requirements.............................................................................  19

   H.    Service Interruptions.............................................................................  20

   I.    Interconnection Forecasting.......................................................................  22

VII.     COLLOCATION.......................................................................................  24

VIII.    INTERIM NUMBER PORTABILITY........................................................................  33

   A.    General Terms.....................................................................................  33

   B.    Description Of Service............................................................................  33

IX.      DIALING PARITY....................................................................................  38

X.       ACCESS TO TELEPHONE NUMBERS.......................................................................  39

XI.      CALL COMPLETION FROM USWC OPERATORS...............................................................  41

XII.     BUSY LINE VERIFY/INTERRUPT........................................................................  42

XIII.    TOLL AND ASSISTANCE OPERATOR SERVICES.............................................................  43

XIV.     DIRECTORY ASSISTANCE..............................................................................  45

XVI.     U S WEST DIRECT ISSUES............................................................................  48

XVII.    ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY...............................................  49

XVIII.   ACCESS TO DATABASES...............................................................................  50

XIX.     NOTICE OF CHANGES.................................................................................  51

XX.      911/E-911 SERVICE.................................................................................  52
</TABLE>
                                                                        Page iii
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<TABLE>
<S>                                                                                                         <C>
XXI.     REFERRAL ANNOUNCEMENT.............................................................................  55

XXII.    COORDINATED REPAIR CALLS..........................................................................  56

XXIII.   NETWORK INTERCONNECTION AND UNBUNDLED ELEMENT REQUEST.............................................  57

XXIV.    AUDIT PROCESS.....................................................................................  59

XXV.     AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES..........................................................  61

XXVI.    LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING...................................................  62

XXVII.   SIGNALING ACCESS TO CALL-RELATED DATABASES........................................................  63

XXVIII.  INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB)..............................................  64

XXIX.    CONSTRUCTION CHARGES..............................................................................  65

XXX.     RESALE............................................................................................  67

   A.    Description.......................................................................................  67

   B.    Scope.............................................................................................  67

   C.    Ordering and Maintenance..........................................................................  67

   D.    Pac-West Responsibilities.........................................................................  69

   E.    Rates and Charges.................................................................................  70

   F.    Directory Listings................................................................................  71

   G.    Deposit...........................................................................................  71

   H.    Payment...........................................................................................  72

XXXI.    UNBUNDLED ACCESS/ELEMENTS.........................................................................  73

   A.    General Terms.....................................................................................  73

   B.    Description of Unbundled Elements.................................................................  73

XXXII.   SERVICE STANDARDS.................................................................................  80
</TABLE>

                                                                         Page iv
<PAGE>

<TABLE>
<S>                                                                                                         <C>
XXXIII.  IMPLEMENTATION SCHEDULE...........................................................................  82

XXXIV.   MISCELLANEOUS TERMS...............................................................................  83

   A.    General Provisions................................................................................  83

   B.    Most Favored Nation Terms and Treatment...........................................................  83

   C.    Letter of Authorization...........................................................................  83

   D.    Payment...........................................................................................  84

   E.    Taxes.............................................................................................  84

   F.    Intellectual Property.............................................................................  84

   G.    Severability......................................................................................  85

   H.    Responsibility for Environmental Contamination....................................................  85

   I.    Responsibility of Each Party......................................................................  85

   J.    Referenced Documents..............................................................................  86

   K.    Publicity and Advertising.........................................................................  86

   L.    Executed in Counterparts..........................................................................  86

   M.    Headings of No Force or Effect....................................................................  86

   N.    Entire Agreement..................................................................................  87

   O.    Joint Work Product................................................................................  87

   P.    Disclaimer of Agency..............................................................................  87

   Q.    Survival..........................................................................................  87

   R.    Effective Date....................................................................................  87

   S.    Amendment of Agreement............................................................................  87

   T.    Indemnity.........................................................................................  88

   U.    Limitation of Liability...........................................................................  88

   V.    Term of Agreement.................................................................................  89
</TABLE>

                                                                          Page v
<PAGE>

<TABLE>
<S>                                                                                                        <C>
   W.   Controlling Law...................................................................................  89

   X.   Cancellation Charges..............................................................................  90

   Y.   Regulatory Approval...............................................................................  90

   Z.   Compliance........................................................................................  90

   AA.  Compliance with the Communications Law Enforcement Act of 1994 ("CALEA")..........................  90

   BB.  Independent Contractor............................................................................  90

   CC.  Force Majeure.....................................................................................  90

   DD.  Dispute Resolution................................................................................  91

   EE.  Commission Decision...............................................................................  91

   FF.  Nondisclosure.....................................................................................  91

   GG.  Notices...........................................................................................  93

   HH.  Assignment........................................................................................  93

   II.  Warranties........................................................................................  93

   JJ.  Default...........................................................................................  94

   KK.  No Third Party Beneficiaries......................................................................  94


ARTICLE I   - PREMISES...................................................................................... 4


ARTICLE II  - EFFECTIVENESS AND REGULATORY APPROVAL......................................................... 5


ARTICLE III - TERM.......................................................................................... 6


ARTICLE IV  - PREMISES CHARGES.............................................................................. 6


ARTICLE V   - INTERCONNECTION CHARGES....................................................................... 8


ARTICLE VI  - DEMARCATION POINT............................................................................. 8


ARTICLE VII - USE OF PREMISES..............................................................................  9
</TABLE>

                                                                         Page vi
<PAGE>

<TABLE>
<S>                                                                                                         <C>
ARTICLE VIII  - STANDARDS..................................................................................  10


ARTICLE IX    - RESPONSIBILITIES OF THE INTERCONNECTOR AND USWC............................................  11


ARTICLE X     - QUIET ENJOYMENT............................................................................. 12


ARTICLE XI    - ASSIGNMENT.................................................................................. 12


ARTICLE XII   - CASUALTY LOSS............................................................................... 12


ARTICLE XIII  - LIMITATION OF LIABILITY..................................................................... 13


ARTICLE XIV   - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES............................................. 14


ARTICLE XV    - DISPUTE RESOLUTION.......................................................................... 14


ARTICLE XVI   - SUCCESSORS BOUND............................................................................ 14


ARTICLE XVII  - CONFLICT OF INTEREST........................................................................ 14


ARTICLE XVIII - NON-EXCLUSIVE REMEDIES.....................................................................  15


ARTICLE XIX   - NOTICES..................................................................................... 15


ARTICLE XX    - COMPLIANCE WITH LAWS........................................................................ 15


ARTICLE XXI   - INSURANCE................................................................................... 15


ARTICLE XXII  - US WEST'S RIGHT OF ACCESS................................................................... 16


ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS...............................................................  16


ARTICLE XXIV  - MISCELLANEOUS............................................................................... 16
</TABLE>

                                                                        Page vii
<PAGE>

                           INTERCONNECTION AGREEMENT

  THIS INTERCONNECTION AGREEMENT is between Pac-West Telecomm, Inc. ("Pac-West")
and U S WEST Communications, Inc. ("USWC"), a Colorado corporation.

I.  RECITALS

     Pursuant to this Interconnection Agreement Pac-West Telecomm, Inc. ("Pac-
     West") and U S WEST Communications, Inc. ("USWC"), collectively "the
     Parties", will extend certain arrangements to one another within each LATA
     in which they both operate within this State. This Agreement is a
     combination of agreed terms and terms imposed by arbitration under Section
     252 of the Communications Act of 1934, as modified by the
     Telecommunications Act of 1996 ("the Act"), and as such does not
     necessarily represent the position of either Party on any given issue. The
     Parties enter into this Agreement without prejudice to any position they
     may have taken previously, or may take in the future in any legislative
     regulatory, or other public forum addressing any matters, including matters
     related to the types of arrangements prescribed by this Agreement.

II.  SCOPE OF AGREEMENT

     A.   This Agreement sets forth the terms, conditions and prices under which
          USWC agrees to provide (a) services for resale (hereinafter referred
          to as "Local Services") (b) certain Unbundled Network Elements,
          Ancillary Functions and additional features to Pac-West (hereinafter
          collectively referred to as "Network Elements") or combinations of
          such Network Elements ("Combinations") for Pac-West's own use or for
          resale to others.  The Agreement also sets forth the terms, conditions
          and prices under which the parties agree to provide interconnection
          and reciprocal compensation for the exchange of local traffic between
          USWC and Pac-West for purposes of offering telecommunications
          services.  Unless otherwise provided in this Agreement, the parties
          will perform all of their obligations hereunder throughout, to the
          extent provided in the Appendices attached hereto.  The Agreement
          includes all accompanying appendices.

     B.   In the performance of their obligations under this Agreement, the
          Parties shall act in good faith and consistently with the intent of
          the Act.  Where notice, approval or similar action by a Party is
          permitted or required by any provision of this Agreement, (including,
          without limitation, the obligation of the parties to further negotiate
          the resolution of new or open issues under this Agreement) such action
          shall not be unreasonably delayed, withheld or conditioned.

     C.   When Pac-West begins offering residential and business exchange
          services in this state through the use of Pac-West's facilities, Pac-
          West will notify USWC.

     D.   Acknowledgment of Deferred Issues:

               Pac-West acknowledges it is USWC's position that USWC's existing
               telecommunications network represents substantial investment made
               as a result of its carrier-of-last-resort obligation and that
               such network allows

                                                                          Page 1
<PAGE>

               Pac-West's end users to interconnect with significantly more
               business and residential customers than vice versa. Pac-West
               further acknowledges USWC believes that a separate transitional
               element is necessary to compensate USWC for the value of its
               network in this Agreement, that under the Act, the FCC will
               establish a proceeding to address Universal Service Support, and
               that the Act also empowers the state Commission to establish a
               separate proceeding on universal service issues. Pac-West further
               acknowledges that USWC believes that USWC is entitled to receive
               additional compensation for costs of implementing various
               provisions of the Act, and that USWC shall seek such additional
               recovery through future state and/or federal regulatory
               proceedings. Pac-West disagrees with these USWC positions.

               USWC acknowledges it is Pac-West's position that the relative
               investments of the Parties is not a relevant consideration in the
               context of this agreement and that it is the result of a
               historical monopoly which confers significant, continuing
               benefits on USWC. USWC acknowledges that it is Pac-West's
               position that no transitional elements are necessary to
               compensate USWC, that any such transitional elements would
               constitute a windfall to USWC, and that the investigations
               contemplated at the State and federal level for Universal Service
               Funding will substantially disprove USWC's claims. USWC further
               acknowledges that Pac-West believes that the costs of
               implementing the Act are costs experienced by all
               telecommunications carriers and that it would be unjust,
               discriminatory, and anti-competitive to favor USWC with
               additional cost recovery of implementation costs. USWC disagrees
               with these Pac-West positions.

               In consideration of Pac-West's willingness to interconnect on the
               terms set forth in this Agreement, and without prejudice to the
               position it may take in the FCC docket or before any state
               Commission, USWC agrees to await the outcome of such proceedings,
               rather than seek universal service support from Pac-West at this
               time.



III.  DEFINITIONS

A.   "Act" means the Communications Act of 1934 (47 U.S.C. 151 et.seq.), as
     amended by the Telecommunications Act of 1996, and as from time to time
     interpreted in the duly authorized rules and regulations of the FCC or a
     Commission within its state of jurisdiction.

B.   "Access Services" refers to the tariffed interstate and intrastate switched
     access and private line transport services offered for the origination
     and/or termination of interexchange traffic (see each Parties' appropriate
     state and interstate access tariffs).

C.   "ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission
     technology which transmits an asymmetrical digital signal using one of
     several transmission

                                                                          Page 2
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     methods (for example, carrier-less AM/PM discrete multi-tone, or discrete
     wavelet multi-tone).

D.   "Access Service Request" or "ASR" means the industry standard forms and
     supporting documentation used for ordering Access Services. The ASR will be
     used to order trunking and facilities between Pac-West and USWC for Local
     Interconnection Service.

E.   "Automatic Number Identification" or "ANI" means a Feature Group D
     signaling parameter which refers to the number transmitted through a
     network identifying the billing number of the calling party.

F.   "CLASS features" are optional end user switched services that include, but
     are not necessarily limited to:  Automatic Call Back; Call Trace; Caller ID
     and Related Blocking Features; Distinctive Ringing/Call Waiting; Selective
     Call Forward; Selective Call Rejection. (See Bellcore documentation for
     definition).

G.   "BLV/BLVI Traffic" means an operator service call in which the caller
     inquires as to the busy status of or requests an interruption of a call on
     another Customer's Telephone Exchange Service line.

H.   "Central Office Switch" means a switch used to provide Telecommunications
     Services, including, but not limited to:

     a.   "End Office Switches" which are used to terminate Customer station
          loops for the purpose of interconnecting to each other and to trunks;
          and

     b.   "Tandem Office Switches" which are used to connect and switch trunk
          circuits between and among other Central Office Switches.  Access
          tandems provide connections for exchange access and toll traffic while
          local tandems provide connections for local/EAS traffic.

I.   "Collocation" means an arrangement whereby one Party's (the "Collocating
     Party") facilities are terminated in its equipment necessary for
     Interconnection or for access to Network Elements on an unbundled basis
     which has been installed and maintained at the premises of a second Party
     (the "Housing Party"). Collocation may be "physical" or "virtual". In
     "Physical Collocation," the Collocating Party installs and maintains its
     own equipment in the Housing Party's premises. In "Virtual Collocation,"
     the Housing Party installs and maintains the Collocating Party's equipment
     in the Housing Party's premises.

J.   "Commission" means the Oregon Public Utilities Commission.

K.   "Customer" means a third-party (residence or business) that subscribes to
     Telecommunications Services provided by either of the Parties.

L.   "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS")
     parameter which refers to the number transmitted through a network
     identifying the calling party.

                                                                          Page 3
<PAGE>

M.   "Common Channel Signaling" or "CCS" means a method of digitally
     transmitting call set-up and network control data over a special signaling
     network fully separate from the public voice switched network elements that
     carry the actual call.  The CCS used by the Parties shall be Signaling
     System 7.

N.   "Competitive Local Exchange Carrier" means an entity authorized to provide
     Local Exchange Service that does not otherwise qualify as an incumbent LEC.

O.   "Digital Signal Level" means one of several transmission rates in the time
     division multiplexing hierarchy.

P.   "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level signal in
     the time-division multiplex hierarchy.

Q.   "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level signal
     in the time-division multiplex hierarchy.  In the time-division
     multiplexing hierarchy of the telephone network, DS1 is the initial level
     of multiplexing.

R.   "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level in the
     time-division multiplex hierarchy.  In the time-division multiplexing
     hierarchy of the telephone network, DS3 is defined as the third level of
     multiplexing.

S.   "Exchange Message Record" or "EMR" is the standard used for exchange of
     telecommunications message information between telecommunications providers
     for billable, non-billable, sample, settlement and study data.  EMR format
     is contained in BR-010-200-010 CRIS Exchange Message Record, a Bellcore
     document that defines industry standards for exchange message records.

T.   "Fiber-Meet" means an interconnection architecture method whereby the
     Parties physically interconnect their networks via an optical fiber
     interface (as opposed to an electrical interface) at a mutually agreed upon
     location.

U.   "HDSL" or "High-Bit Rate Digital Subscriber Line" means a two-wire or four-
     wire transmission technology which typically transmits a DS1-level signal
     (or, higher level signals with certain technologies), using:  2 Binary / 1
     Quartenary ("2B1Q").

V.   "Integrated Digital Loop Carrier" means a subscriber loop carrier system
     which integrates within the switch at a DS1 level that is twenty-four (24)
     local Loop transmission paths combined into a 1.544 Mbps digital signal.

W.   "Interconnection" is as described in the Act and refers to the connection
     of separate pieces of equipment, facilities, or platforms between or within
     networks for the purpose of transmission and routing of Telephone Exchange
     Service traffic and Exchange Access traffic.

X.   "Interexchange Carrier" or "IXC" means a carrier that provides, directly or
     indirectly, interLATA or intraLATA Telephone Toll Services.

                                                                          Page 4
<PAGE>

Y.   "Integrated Services Digital Network" or "ISDN" means a switched network
     service that provides end-to-end digital connectivity for the simultaneous
     transmission of voice and data.  Basic Rate Interface-ISDN (BRI-ISDN)
     provides for a digital transmission of two 64 Kbps bearer channels and one
     16 Kbps data channel (2B+D).

Z.   "Local Loop Transmission" or "Loop" means the entire transmission path
     which extends from the network interface or demarcation point at a
     Customer's premises to the Main Distribution Frame or other designated
     frame or panel in a Party's Wire Center which serves the Customer.

AA.  "Main Distribution Frame" or "MDF" means the distribution frame of the
     Party providing the Loop used to interconnect cable pairs and line and
     trunk equipment terminals on a switching system.

BB.  "Meet-Point Billing" or "MPB" refers to an agreement whereby two LECs
     (including a LEC and CLEC) jointly provide switched access service to an
     Interexchange Carrier, with each LEC (or CLEC) receiving an appropriate
     share of the transport element revenues as defined by their effective
     access tariffs.

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

DD.  "MECOD" refers to the Multiple Exchange Carriers Ordering and Design
     (MECOD) Guidelines for Access Services - Industry Support Interface, a
     document developed by the Ordering/Provisioning Committee under the
     auspices of the Ordering and Billing Forum (OBF), that functions under the
     auspices of the Carrier Liaison Committee (CLC) of the Alliance for
     Telecommunications Industry Solutions (ATIS).  The MECOD document,
     published by Bellcore as Special Report SR STS-002643, establishes
     recommended guidelines for processing orders for access service that is to
     be provided by two or more LECs (including a LEC and a CLEC).  It is
     published by Bellcore as SRBDS 00983.

EE.  "Mid-Span Meet" is a point of interconnection between two networks,
     designated by two telecommunications carriers, at which one carrier's
     responsibility for service begins and the other carrier's responsibility
     ends.

FF.  "North American Numbering Plan" or "NANP" means the numbering plan used in
     the United States that also serves Canada, Bermuda, Puerto Rico and certain
     Caribbean Islands.  The NANP format is a 10-digit number that consists of a
     3-digit NPA code (commonly referred to as the area code), followed by a 3-
     digit NXX code and 4-digit line number.

GG.  "NXX" means the fourth, fifth and sixth digits of a ten-digit telephone
     number.

                                                                          Page 5
<PAGE>

HH.  "Point of Interface" or "POI" is a mutually agreed upon point of
     demarcation where the exchange of traffic between two LECs (including a LEC
     and a CLEC) takes place.

II.  "Party" means either USWC or Pac-West and "Parties" means USWC and Pac-
     West.

JJ.  "Port" means a termination on a Central Office Switch that permits
     customers to send or receive telecommunications services over the public
     switched network, but does not include switch features or switching
     functionality.

KK.  "Rate Center" means the specific geographic point and corresponding
     geographic area which are associated with one or more particular NPA-NXX
     codes which have been assigned to a LEC (or CLEC) for its provision of
     basic exchange telecommunications services.  The "rate center point" is the
     finite geographic point identified by a specific V & H coordinate, which is
     used to measure distance-sensitive end user traffic to/from, the particular
     NPA-NXX designations associated with the specific Rate Center.  The "rate
     center area" is the exclusive geographic area identified as the area within
     which the LEC (or CLEC) will provide Basic Exchange Telecommunications
     Service bearing the particular NPA-NXX designations associated with the
     specific Rate Center.  The Rate Center point must be located within the
     Rate Center area.

LL.  "Reseller" is a category of Local Exchange service provider that obtains
     dial tone and associated telecommunications services from another provider
     through the purchase of bundled finished services for resale to its end use
     customers.

MM.  Service Control Point" or "SCP" means a signaling end point that acts as a
     database to provide information to another signaling end point (i.e.,
     Service Switching Point or another SCP) for processing or routing certain
     types of network calls.  A query/response mechanism is typically used in
     communicating with an SCP.

NN.  "Signaling Transfer Point" or "STP" means a signaling point that performs
     message routing functions and provides information for the routing of
     messages between signaling end points.  An STP transmits, receives and
     processes Common Channel Signaling ("CCS") messages.

OO.  "Switched Exchange Access Service" means the offering of transmission or
     switching services to Telecommunications Carriers for the purpose of the
     origination or termination of Telephone Toll Service.  Switched Exchange
     Access Services include:  Feature Group A, Feature Group B, Feature Group
     D, 800/888 access, and 900 access and their successors or similar Switched
     Exchange Access services.

PP   "Traffic Type" is the characterization of intraLATA traffic as "local"
     (local includes EAS), or "toll" which shall be the same as the
     characterization established by the effective tariffs of the incumbent
     local exchange carrier as of the date of this agreement.

QQ.  "Wire Center" denotes a building or space within a building, that serves as
     an aggregation point on a given carrier's network, where transmission
     facilities are connected or switched.  Wire Center can also denote a
     building where one or more Central Offices, used for the provision of Basic
     Exchange Telecommunications Services and Access Services, are located.
     However, for purposes of Collocation Service, Wire

                                                                          Page 6
<PAGE>

     Center shall mean those points eligible for such connections as specified
     in the FCC Docket No. 91-141, and rules adopted pursuant thereto.

RR.  "Routing Point" means a location that a LEC or CLEC has designated on its
     own network as the homing (routing) point for traffic, bearing a certain
     NPA-NXX designation, that is inbound to Basic Exchange Telecommunications
     Services provided by the LEC or CLEC.  The Routing Point is employed to
     calculate mileage measurements for the distance-sensitive transport element
     charges of Switched Access Services.  Pursuant to Bellcore Practice BR 795-
     100-100, the Routing Point may be an "End Office" location, or a "LEC
     Consortium Point of Interconnection".  Pursuant to that same Bellcore
     Practice, examples of the latter shall be designated by a common language
     location identifier (CLLI) code with (x)KD in positions 9, 10, 11, where
     (x) may be any alphanumeric A-Z or 0-9.  The above referenced Bellcore
     document refers to the Routing Point as the Rating Point.  The Rating
     Point/Routing Point need not be the same as the rate center point nor must
     it be located within the rate center area,  but must be in the same LATA as
     the NPA/NXX.  Pac-West may not employ its use of a single point of
     interconnection to avoid paying USWC for use of its transport and tandem
     facilities.  See also Section V.E. and Appendix A Note 1./1/

SS.  "Tariff Services" as used throughout this Agreement refers to the
     applicable Party's interstate tariffs and state tariffs, price lists, price
     schedules and catalogs.

TT.  "Information Service Traffic" means Local Traffic or IntraLATA Toll Traffic
     which originates on a Telephone Exchange Service line and which is
     addressed to an information service provided over a Party's information
     services platform (e.g., 976).
                        ----

UU.  Terms not otherwise defined here, but defined in the Act or in regulations
     implementing the Act, shall have the meaning defined there.

/1/  The last three sentences of this paragraph are incorporated pursuant to
     OPUC Decision 96-324.

                                                                          Page 7
<PAGE>

IV.  RATES AND CHARGES  GENERALLY


     A.   Prices for termination and transport of traffic, interconnection,
          access to unbundled network elements, and ancillary services are set
          forth in Appendix A.

     B.   USWC's wholesale discounts for resale services are set forth in
          Appendix A.

     C.   The underlying provider of a resold service shall be entitled to
          receive, from the purchaser of switched access, the appropriate access
          charges pursuant to its then effective switched access tariff.  For
          the purposes of this paragraph, Unbundled Loops are not considered as
          resold services.

                                                                          Page 8
<PAGE>

V.   RECIPROCAL TRAFFIC EXCHANGE


     A.   Scope

          Reciprocal traffic exchange addresses the exchange of traffic between
          Pac-West end users and USWC end users.  If such traffic is local, the
          provisions of this Agreement shall apply.  Where either party acts as
          an intraLATA toll provider or interLATA Interexchange Carrier (IXC) or
          where either party interconnects and delivers traffic to the other
          from third parties, each party shall bill such third parties the
          appropriate charges pursuant to its respective tariffs or contractual
          offerings for such third party terminations.  Absent a separately
          negotiated agreement to the contrary, the Parties will directly
          exchange traffic between their respective networks, without the use of
          third party transit providers.

     B.   Types of Traffic

          The types of traffic to be exchanged under this Agreement include:

          1.   EAS/local traffic as defined above.

          2.   IntraLATA toll traffic as defined above.

          3.   Switched access traffic, or interLATA toll traffic, as
               specifically defined in USWC's state and interstate switched
               access tariffs, and generally identified as that traffic that
               originates at one of the Party's end users and terminates at an
               IXC point of presence, or originates at an IXC point of presence
               and terminates at one of the Party's end users, whether or not
               the traffic transits the other Party's network.

          4.   Transit traffic is any traffic other than switched access, that
               originates from one Telecommunications Carrier's network,
               transits another Telecommunications Carrier's network, and
               terminates to yet another Telecommunications Carrier's network.

               Transit service provides the ability for a Telecommunications
               Carrier to use its connection to a local or access tandem for
               delivery of calls that originate with a Telecommunications
               Carrier and terminate to a company other than the tandem company,
               such as another Competitive Local Exchange Carrier, an existing
               Exchange Carrier, or a wireless carrier.  In these cases, neither
               the originating nor terminating end user is a customer of the
               tandem Telecommunications Carrier.  The tandem Telecommunications
               Carrier will accept traffic originated by a Party and will
               terminate it at a point of interconnection with another local,
               intraLATA or interLATA network Telecommunications Carrier.  This
               service is provided through local and access tandem switches.

                                                                          Page 9
<PAGE>

          5.   Ancillary traffic includes all traffic destined for ancillary
               services, or that may have special billing requirements,
               including, but not limited to the following:

               a.  Directory Assistance
               b.  911/E911
               c.  Operator call termination (busy line interrupt and verify)
               d.  800/888 database dip
               e.  LIDB
               f.  Information services requiring special billing.

          6.   Unless otherwise stated in this Agreement, ancillary traffic will
               be exchanged in accordance with whether the traffic is Local/EAS,
               intraLATA toll, or Switched Access.

     C.   Types of Exchanged Traffic

          1.   Termination of Local Traffic.

               Local traffic will be terminated as Local Interconnection Service
               (LIS).

          2.   Transport of Local Traffic

               As negotiated between the Parties, the exchange of local traffic
               between the Parties may occur in several ways:

               a.   While the parties anticipate the use of two way trunks for
                    the delivery of local traffic, either Party may elect to
                    provision its own one-way trunks for delivery of local
                    traffic to be terminated on the other Party's network at the
                    "initial" point of interconnection.

               b.   The Parties may elect to purchase transport services from
                    each other or from a third party. Such transport delivers
                    the originating Party's local traffic to the terminating
                    Party's end office or tandem for call termination. Transport
                    may be purchased as either tandem switched transport (which
                    is included in the tandem call termination rate) or direct
                    trunk transport.

               c.   Based on forecasted traffic at Pac-West's busy hour in CCS,
                    where there is a DS1's worth of traffic (512 CCS) between
                    the Pac-West switch and a USWC end office, the Parties agree
                    to provision a dedicated (i.e., direct) two-way trunk group
                    from the Pac-West switch directly to the USWC end office.
                    To the extent that Pac-West has established a collocation
                    arrangement at a USWC end office location, and has available
                    capacity, the Parties agree that Pac-West shall provide two-
                    way direct trunk facilities, when required, from that end
                    office to the Pac-West switch.  In all other cases, the
                    direct facility may be provisioned by USWC or Pac-West or a
                    third party.  If both Pac-West and USWC desire to

                                                                         Page 10
<PAGE>

                    provision the facility and cannot otherwise agree, the
                    parties may agree to resolve the dispute through the
                    submission of competitive bids.

          3.   Transit Traffic.

               a.   USWC will accept traffic originated by Pac-West and will
                    terminate it at a point of interconnection with another
                    CLEC, Exchange Carrier, Interexchange Carrier or Wireless
                    Carrier.  USWC will provide this transit service through
                    local and access tandem switches.  Pac-West may also provide
                    USWC with transit service.

               b.   The Parties expect that all networks involved in
                    transporting transit traffic will deliver calls to each
                    involved network with CCS/SS7 protocol and the appropriate
                    ISUP/TCAP message to facilitate full interoperability and
                    billing functions.  In all cases, the originating company is
                    responsible to follow the EMR standard and to exchange
                    records with both the transiting company and the terminating
                    company, to facilitate the billing process to the
                    originating network.

               c.   The Parties will use industry standards developed to handle
                    the provision and billing of Switched Access by multiple
                    providers (MECAB, MECOD and the Parties' FCC tariffs),
                    including the one-time provision of notification to Pac-West
                    of the billing name, billing address and carrier
                    identification codes of all interexchange carriers
                    originating or terminating at each USWC access tandem.

          4.   Toll Traffic.

               a.   Toll traffic routed to an access tandem, or directly routed
                    to an end office, will be terminated as Switched Access
                    Service.  Traffic terminated at the access tandem will be
                    routed to the end offices within the LATA that subtend the
                    USWC access tandem switch.  Switched Access Service also
                    allows for termination at an end office or tandem via direct
                    trunked circuits provisioned either by USWC or Pac-West.

     D.   Rate Structure -- Local Traffic

          1.   Call Termination

               a.   The Parties agree that call termination rates as described
                    in Appendix A will apply reciprocally for the termination of
                    local/EAS traffic per minute of use.

               b.   For traffic terminated at an USWC or Pac-West end office,
                    the end office call termination rate in Appendix A shall
                    apply.

                                                                         Page 11
<PAGE>

               c.   For traffic terminated at a USWC or Pac-West tandem switch,
                    the tandem call termination rate in Appendix A shall apply.
                    The tandem call termination rate provides for end office
                    call termination, tandem switched transport and tandem
                    switching.

                    The Parties acknowledge that Pac-West will initially serve
                    all of its customers within a given LATA through a single
                    Pac-West switch.  The Parties also acknowledge that Pac-West
                    may, in the future, deploy additional switches in each
                    LATA..

               d.   For purposes of call termination, the initial Pac-West
                    switch shall be treated as an end office switch./2/

               e.   Pursuant to OPUC Decision 96-324, USWC's proposed paragraph
                    e. has been deleted.



          2.   Transport

               a.   If the Parties elect to each provision their own one-way
                    trunks to the other Party's end office for the termination
                    of local traffic, each Party will be responsible for its own
                    expenses associated with the trunks and no transport charges
                    will apply. Call termination charges shall apply as
                    described above.

               b.   If one Party desires to purchase direct trunk transport from
                    the other Party, the following rate elements will apply.
                    Transport rate elements include the direct trunk transport
                    facilities between the POI and the terminating party's
                    tandem or end office switches.. The applicable rates are
                    described in Appendix A.

               c.   Direct-trunked transport facilities are provided as
                    dedicated DS3 or DS1 facilities without the tandem switching
                    functions, for the use of either Party between the point of
                    interconnection and the terminating end office or tandem
                    switch.

               d.   If the Parties elect to establish two-way direct trunks, the
                    compensation for such jointly used `shared' facilities shall
                    be adjusted as follows.  The nominal compensation shall be
                    pursuant to the rates for direct trunk transport in Appendix
                    A.  The actual rate paid to the provider of the direct trunk
                    facility shall be reduced to reflect the provider's use of
                    that facility.  The adjustment in the direct trunk transport
                    rate shall be a percentage that reflects the provider's
                    relative use (i.e., originating minutes of use) of the
                    facility in the busy hour.

______________________
/2/ This sentence has been included pursuant to OPUC Decision 96-324.

                                                                         Page 12
<PAGE>

               e.   Multiplexing options are available at rates described in
                    Appendix A.

     E.   Rate Structure -- Toll Traffic.

          1.   Applicable Switched Access Tariff rates, terms, and conditions
               apply to toll traffic routed to an access tandem, or directly to
               an end office.  Relevant rate elements include Direct Trunk
               Transport (DTT) or Tandem Switched Transport (TST),
               Interconnection Charge (IC), Local Switching, and Carrier Common
               Line, as appropriate.

     F.   Rate Structure -- Transit Traffic.

          1.   Applicable switched access, Type 2 or LIS transport rates apply
               for the use of USWC's network to transport transit traffic.  For
               transiting local traffic, the applicable local transit rate
               applies to the originating party per Appendix A.  For transiting
               toll traffic, the Parties will charge the applicable switched
               access rates to the responsible carrier.  For terminating
               transiting wireless traffic, the Parties will charge their
               applicable rates to the wireless provider.  For transiting
               wireless traffic, the parties will charge each other the
               applicable local transit rate.

     G.   LIS Interface Code Availability And Optional Features

          1.   Interface Code Availability.

               Supervisory Signaling specifications, and the applicable network
               channel interface codes for LIS trunks, are the same as those
               used for Feature Group D Switched Access Service, as described in
               the Parties' applicable switched access tariffs.

          2.   Optional Features.

               a.   Inband MF or SS7 Out of Band Signaling.

                    Inband MF signaling and SS7 Out of Band Signaling are
                    available for LIS trunks.  MF signaling or SS7 Out-of-Band
                    Signaling must be requested on the order for the new LIS
                    trunks.  Provisioning of the LIS trunks equipped with MF
                    signaling or SS7 Out of Band Signaling is the same as that
                    used for Feature Group D Switched Access.  Common Channel
                    Signaling Access Capability Service, as set forth in Section
                    XXVIII herein, must be ordered by Pac-West when SS7 Out-of-
                    Band Signaling is requested on LIS trunks.

                                                                         Page 13
<PAGE>

               b.   Clear Channel Capability.

                    Clear Channel Capability permits 24 DS0-64 kbit/s services
                    or 1.536 Mbit/s of information on the 1.544 Mbit/s line
                    rate.  Clear Channel Capability is available for LIS trunks
                    equipped with SS7 Out-of-Band Signaling.  Clear Channel
                    Capability is only available on trunks to USWC's access
                    tandem switch or USWC's end office switches (where
                    available); (Clear Channel Capability is not available on
                    trunks to USWC's local tandem switches or end offices where
                    it is currently not deployed.  Pac-West agrees to use the
                    Network Interconnection and Unbundled Element Request
                    process to request clear channel capability for such
                    additional switches.  Prices for such additional clear
                    channel capability, if any, will be established through the
                    NIUER Process).  Clear Channel Capability must be requested
                    on the order for the new LIS trunks.  The provisioning of
                    the LIS trunks equipped with Clear Channel Capability is the
                    same as that used for Feature Group D Switched Access
                    Service.  USWC will provide Pac-West with a listing of USWC
                    end offices, local tandems and access tandems equipped with
                    clear channel capability.

     H.   Measuring Local Interconnection Minutes

          1.   Measurement of terminating Local Interconnection Minutes begins
               when the terminating LIS entry switch receives answer supervision
               from the called end user's end office indicating the called end
               user has answered.  The measurement of terminating call usage
               over LIS trunks ends when the terminating LIS entry switch
               receives disconnect supervision from either the called end user's
               end office, indicating the called end user has disconnected, or
               Pac-West's point of interconnection, whichever is recognized
               first by the entry switch.


          2.   USWC and Pac-West are required to provide each other the proper
               call information (e.g., originated call party number and
               destination call party number, etc.) to enable each Party to
               issue bills in a complete and timely fashion.

     I.   Testing

          1.   Acceptance Testing

               At the time of installation of an LIS trunk group, and at no
               additional charge, the Parties will cooperatively test the same
               parameters tested for  terminating Feature Group D Switched
               Access Service.  Please see USWC's applicable switched access
               tariff for the specifications.

                                                                         Page 14
<PAGE>

          2.   Testing Capabilities

               a.   Terminating LIS testing is provided where equipment is
                    available, with the following test lines: seven-digit access
                    to balance (100 type), milliwatt (102 type), nonsynchronous
                    or synchronous, automatic transmission measuring (105 type),
                    data transmission (107 type), loop-around, short circuit,
                    open circuit, and non-inverting digital loopback (108 type).

               b.   In addition to LIS acceptance testing, other tests are
                    available (e.g., additional cooperative acceptance testing,
                    automatic scheduled testing, cooperative scheduled testing,
                    manual scheduled testing, and non-scheduled testing) at the
                    applicable tariff rates.

     J.   Ordering

          1.   When ordering LIS, the ordering Party shall specify on the
               service order:  1) the type and number of interconnection
               facilities to terminate at the point of interconnection in the
               serving wire center; 2) the type of interoffice transport, (i.e.,
               direct trunk transport or tandem switched transport); 3) the peak
               busy hour CCS from the Pac-West end office; 4) the number of
               trunks to be provisioned at a local exchange office or tandem; 5)
               and any optional features (see form Appendix B).  When the
               ordering Party requests facilities, routing, or optional features
               different than those determined to be available, the Parties will
               work cooperatively in determining an acceptable configuration,
               based on available facilities, equipment and routing plans

          2.   When the ordering Party initially orders a DS3 interconnection
               facility, in conjunction with tandem switched transport to a
               tandem, or DS3 direct trunk transport facilities to a tandem or
               local exchange office, the provider will forward the appropriate
               DS1 facility record information necessary to identify the circuit
               facility assignment (CFA).  On subsequent orders utilizing
               existing DS3 interconnection facilities, or DS3 direct trunk
               transport facilities, the provider will assign the DS1 facility
               to the DS 3 interconnection facility or DS3 direct trunk
               transport facility, as directed by the ordering Party.

          3.   A joint planning meeting will precede Pac-West and USWC trunking
               orders.  These meetings will result in the transmittal of Access
               Service Requests (ASRs) to initiate order activity.  A Party
               requesting tandem interconnection will provide its best estimate
               of the traffic distribution to each end office subtending the
               tandem.

          4.   Service intervals and due dates for negotiated arrangements will
               be determined on an individual case basis.

                                                                         Page 15
<PAGE>

     K.   Billing Arrangements

          1.   USWC and Pac-West desire to submit separate bills, pursuant to
               their separate tariffs, to interexchange carriers for their
               respective portions of jointly provided switched access service.

               Based on the negotiated POI, the Parties will agree on a meet
               point percentage to enable the joint provisioning and billing of
               Switched Access Services to third parties in conformance with the
               Meet-Point Billing guidelines adopted by and contained in the
               Ordering and Billing Forum's MECAB and MECOD documents and
               referenced in USWC's Switched Access Tariffs. The Parties
               understand and agree that MPB arrangements are available and
               functional only to/from Interexchange Carriers who directly
               connect with the tandem(s) that Pac-West sub-tends in each LATA..

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

          3.   As detailed in the MECAB document, Pac-West and USWC will
               exchange all information necessary to bill third parties for
               Switched Access Services traffic jointly handled by Pac-West and
               USWC via the meet point arrangement in a timely fashion.
               Information shall be exchanged in Exchange Message Record ("EMR")
               format (Bellcore Standard BR 010-200-010, as amended) on magnetic
               tape or via a mutually acceptable electronic file transfer
               protocol.  The Parties will exchange records pursuant to this
               paragraph without additional compensation.

          4.   The Parties will agree upon reasonable audit standards and other
               procedures as required to ensure billing accuracy.

          5.   Each company will bill the IXC's the appropriate rate elements in
               accordance with their respective interstate and intrastate
               tariffs, as follows:

               Rate Element                             Billing Company
               ------------                             ---------------
               Carrier Common Line                      Dial Tone Provider
               Local Switching                          Dial Tone Provider
               Interconnection Charge                   Dial Tone Provider
               Local Transport Termination              Based on negotiated BIP
               Local Transport Facility                 Based on negotiated BIP
                    (also called Tandem Transmission per mile)
               Tandem Switching                         Access Tandem Provider
               Entrance Facility                        Access Tandem Provider

                                                                         Page 16
<PAGE>

               6.   For originating 800/888 traffic routed to an access tandem,
                    the tandem provider will perform 800/888 database inquiry
                    and translation functions and bill the inquiry charge and
                    translation charge (if any) to the interexchange carrier
                    pursuant to tariff.



     L.   Mileage Measurement

          Where required, the mileage measurement for LIS facilities and trunks
          is determined in the same manner as the mileage measurement for
          Feature Group D Switched Access Service.

     M.   Construction Charges

          For issues related to construction charges, see Section XXIX of this
          Agreement.

                                                                         Page 17
<PAGE>

VI.  INTERCONNECTION

     A.   Definition


          1.   Interconnection" is the linking of the USWC and Pac-West networks
               for the mutual exchange of traffic and for Pac-West access to
               unbundled network elements.  Interconnection does not include the
               transport and termination of traffic.  Interconnection is
               provided by virtual or physical collocation, entrance facilities
               or meet point arrangements.

          2.   USWC will provide interconnection at the line side of the local
               switch, the trunk side of the local switch, trunk interconnection
               points of the tandem switch, central office cross-connect points,
               and signaling transfer points necessary to exchange traffic and
               access call related databases.

     B.   Mid-span Meet POI

          1.   A Mid-Span Meet POI is a negotiated point of interface, limited
               to the interconnection of facilities between one Party's switch
               and the other Party's switch.  The actual physical point of
               interface and facilities used will be subject to negotiations
               between the Parties.  Each Party will be responsible for its
               portion of the build to the Mid-Span Meet POI, if the meet point
               arrangement is used exclusively for the exchange of local
               traffic.

          2.   If the Mid-Span Meet arrangement is to be used for access to
               unbundled network elements, Pac-West must pay the portion of the
               economic costs of the Mid-Span Meet arrangement used by Pac-West
               for access to unbundled network elements.

     C.   Collocation

          Interconnection may be accomplished through either virtual or physical
          collocation.  The terms and conditions under which collocation will be
          available are described in Section --- herein.

     D.   Entrance Facility

          Interconnection may be accomplished through the provision of an
          entrance facility.  An entrance facility extends from the serving wire
          center of the provider to the other party's switch location.  Entrance
          facilities may not extend beyond the area described by the provider's
          serving wire center.  The rates for entrance facilities are provided
          in Appendix A.

                                                                         Page 18
<PAGE>

     E.   Quality of Interconnection


          USWC will not, for the purpose of interconnection, provide to Pac-West
          less favorable terms and conditions than USWC provides itself or in a
          manner less efficient than it would impose on itself. The quality of
          interconnection will be at least equal to that of USWC. To the extent
          that Pac-West requests higher or lower quality interconnection,
          Pac-West agrees to use the New Interconnection/Unbundled Element
          Request procedure described in Section XXIII.

          Both Parties agree to manage their network switches in accordance with
          the Bellcore LSSGR.  The acceptable service levels for LIS and the
          criteria for applying protective controls will be administered in the
          same manner as the network management for Switched Access Service.

     F.   Points of Interface (POI)

          Upon the request for specific point to point routing, USWC will make
          available to Pac-West information indicating the location and
          technical characteristics of USWC's network facilities.  The following
          alternatives are negotiable:  (1) a DS1 or DS3 entrance facility,
          where facilities are available (where facilities are not available and
          USWC is required to build, see Section XXIX for issues relating to
          special construction charges); (2) Virtual Collocation; (3) Physical
          Collocation; and (4) negotiated Mid-Span Meet facilities.  Each Party
          is responsible for providing its own facilities up to the Mid-Span
          Meet POI.  The Parties will negotiate the facilities arrangement
          between their networks.

     G.   Trunking Requirements

          1.   USWC agrees to provide designed interconnection facilities that
               meet the same technical criteria and service standards, such as
               probability of blocking in peak hours and transmission standards,
               in accordance with industry standards.

          2.   Two-way trunk groups will be established wherever possible.
               Exceptions to this provision will be based on billing, signaling,
               and network requirements.  For example, (1) billing requirements
               - switched access vs. local traffic, (2) signaling requirements -
               MF vs. SS7, and (3) network requirements - directory assistance
               traffic to TOPS tandems.  The following is the current list of
               traffic types that require separate trunk groups, unless
               specifically otherwise stated in this Agreement.

               a.   IntraLATA toll and switched access trunks
               b.   EAS/local trunks
               c.   Directory Assistance trunks
               d.   911/E911 trunks
               e.   Operator services trunks

                                                                         Page 19
<PAGE>

               f.   Commercial Mobile Radio Service/Wireless traffic for which
                    Pac-West serves as the transit provider between the CMRS
                    provider and USWC.
               g.   (deleted)
               h.   (deleted)/3/
               i.   Meet Point Billing Trunks (for the joint provision of
                    switched access).


          3.   Trunk group connections will be made at a DS1 or multiple DS1
               level for exchange of EAS/local, intraLATA toll,
               wireless/Commercial Mobile Radio Service, and switched access
               traffic.  Ancillary service trunk groups will be made below a DS1
               level, as negotiated.

          4.   The Parties will provide Common Channel Signaling (CCS) to one
               another, where available, in conjunction with all Local/EAS Trunk
               Circuits.  All CCS signaling parameters will be provided
               including calling party number (CPN), originating line
               information (OLI) calling party category, charge number, etc.
               All privacy indicators will be honored.

          5.   Where CCS is not available, in-band multi-frequency (MF) wink
               start signaling will be provided.  When the Parties interconnect
               via CCS for jointly provided switched access service, the tandem
               provider will provide MF/CCS interworking as required for
               interconnection with interexchange carriers who use MF
               signalling.

          6.   The Parties will follow all Ordering and Billing Forum adopted
               standards pertaining to CIC/OZZ codes.

          7.   USWC will cooperate in the provision of TNS (Transit Network
               Selection) for the joint provision of switched access.

          8.   The Parties shall terminate local/EAS traffic exclusively on
               local/EAS trunk groups.  No local/EAS trunk groups shall be
               terminated on USWC's access tandems.

     H.   Service Interruptions.

          1. Standards and procedures for notification of trunk disconnects will
             be jointly developed by the Parties.  Neither Party shall be
             expected to maintain active status for a trunk disconnected by the
             other Party for an extended or indefinite period of time.
             Collectively, the Parties will use their best good faith efforts to
             complete and agree on such plan.




_____________________
/3/ Paragraphs (g) and (h) were deleted pursuant to OPUC Decision 96-324.

                                                                         Page 20
<PAGE>

          2. The characteristics and methods of operation of any circuits,
             facilities or equipment of either Party connected with the
             services, facilities or equipment of the other Party pursuant to
             this Agreement shall not:  1) interfere with or impair service over
             any facilities of the other Party; its affiliated companies, or its
             connecting and concurring carriers involved in its services; 2)
             cause damage to their plant; 3) violate any applicable law or
             regulation regarding the invasion of privacy of any communications
             carried over the Party's facilities; or 4) create hazards to the
             employees of either Party or to the public.  Each of these
             requirements is hereinafter referred to as an "Impairment of
             Service".

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

          4. Each Party shall be solely responsible, and bear the expense, for
             the overall design of its services. Each Party shall also be
             responsible for any redesign or rearrangement of its services that
             may be required because of changes in facilities, operations or
             procedures, minimum network protection criteria, and operating or
             maintenance characteristics of the facilities

          5. To facilitate trouble reporting and to coordinate the repair of the
             service provided by each Party to the other under this Agreement,
             each Party shall designate a Trouble Reporting Control Office
             (TRCO) for such service.

          6. Where new facilities, services and arrangements are installed, the
             TRCO shall ensure that continuity exists and take appropriate
             transmission measurements before advising the other Party that the
             new circuit is ready for service.

          7. Each Party shall furnish a trouble reporting telephone number for
             the designated TRCO.  This number shall give access to the location
             where facility records are normally located and where current
             status reports on any trouble reports are readily available.
             Alternative out-of-hours procedures shall be established to ensure
             access to a location that is staffed and has the authority to
             initiate corrective action.

          8. Before either Party reports a trouble condition, they shall use
             their best efforts to isolate the trouble to the other's
             facilities.

                                                                         Page 21
<PAGE>

            a)  In cases where a trouble condition affects a significant portion
                of the other's service, the Parties shall assign the same
                priority provided to other interconnecting carriers.

            b)  The Parties shall cooperate in isolating trouble conditions.


     I.   Interconnection Forecasting

          1.   The Parties agree that during the first year of interconnection,
               joint forecasting and planning meetings will take place no less
               frequently than once per quarter.

          2.   The Parties shall establish joint forecasting responsibilities
               for traffic utilization over trunk groups.  Intercompany forecast
               information must be provided by the Parties to each other four
               times a year.  The quarterly forecasts shall include forecasted
               requirements for each trunk group identified in Paragraph G(2) of
               this Section.  In addition, the forecast shall include, for
               tandem-switched traffic, the quantity of tandem-switched traffic
               forecasted for each subtending end office.  The Parties recognize
               that, to the extent historical traffic data can be shared between
               the Parties, the accuracy of the forecasts will improve.
               Forecasts shall be for a minimum of three (current and plus-1 and
               plus-2) years;

               a)   The use of Common Language Location Identifier (CLLI-MSG),
                    which are described in Bellcore documents BR 795-100-100 and
                    BR 795-400-100;

               b)   A description of major network projects anticipated for the
                    following six months that could affect the other Party.
                    Major network projects include trunking or network
                    rearrangements, shifts in anticipated traffic patterns, or
                    other activities that are reflected by a significant
                    increase or decrease in trunking demand for the following
                    forecasting period.  This planning will include the issues
                    of network capacity, forecasting and compensation
                    calculation, where appropriate.

          3.   If differences in quarterly forecasts of the Parties vary by more
               than 24 additional DS0 two-way trunks for each Local
               Interconnection Trunk Group, the Parties shall meet to reconcile
               the forecast to within 24 DS0 trunks.

          4.   If a trunk group is under 75 percent of centum call seconds (ccs)
               capacity on a monthly average basis for each month of any three
               month period, either Party may request to resize the trunk group,
               which resizing will not be unreasonably withheld.  If a resizing
               occurs, the trunk group shall not be left with less than 25
               percent excess capacity.  In all cases, grade of service
               objectives identified below shall be maintained.

                                                                         Page 22
<PAGE>

          5.   Each Party shall provide a specified point of contact for
               planning, forecasting and trunk servicing purposes.


                                                                         Page 23
<PAGE>

VII.  COLLOCATION


          1.   Collocation allows Pac-West to obtain dedicated space in a USWC
               wire center and to place equipment in such spaces to interconnect
               with the USWC network.  Pac-West may request collocation at other
               USWC locations pursuant to the NIUER Process or through
               additional interconnection negotiations under the Act.  USWC will
               provide the resources necessary for the operation and economical
               use of collocated equipment.  POIs for network interconnection
               can be established through virtual or physical collocation
               arrangements.

          2.   Collocation is offered for network interconnection between the
               Parties.  The collocated party may cross connect to other
               collocated parties via expanded interconnection channel
               terminations provided by USWC, provided that Pac-West's
               collocated equipment is used for interconnection with USWC or
               access to USWC's unbundled network elements.  Additional terms,
               conditions and rates apply in conjunction with subsequent call
               termination (e.g., call termination charges, tandem switching,
               tandem-switched transport, see Section V, Reciprocal Traffic
               Exchange.)

          3.   Except when Pac-West purchases USWC's unbundled network
               transmission elements, Pac-West will construct its own fiber
               optic cable to the USWC-designated point of interconnection.
               USWC will extend Pac-West's fiber optic cable from the POI to the
               cable vault within the wire center.  If necessary, USWC may bring
               the cable into compliance with USWC internal fire code standards
               and extend the cable to the collocated space.

          4.   Pac-West will be provided two points of entry into the USWC wire
               center only when there are at least two existing entry points for
               USWC cable and when there are vacant entrance ducts in both.
               USWC will promptly remove any unused cabling to free up entrance
               ducts when no other ducts are available.  Cable entry will be
               limited to fiber facilities.

          5.   Pac-West may collocate transmission equipment to terminate basic
               transmission facilities.  Pac-West may request collocation of
               other equipment pursuant to the NIUER Process or through
               additional interconnection negotiations under the Act.  CLEC must
               identify what equipment will be installed, to allow for USWC to
               use this information in engineering the power, floor loading,
               heat release, environmental particulant level, and HVAC.

          6.   Nothing in this part shall be construed to limit Pac-West's
               ability to obtain both virtual and physical collocation in a
               single location.

                                                                         Page 24
<PAGE>

B.  Virtual Collocation

          1.   USWC shall provide virtual collocation for the purpose of
               Interconnection or access to unbundled Network Elements subject
               to the rates, terms and conditions of this Agreement.

          2.   Pac-West will not have physical access to the USWC wire center
               building pursuant to a virtual collocation arrangement.

          3.   Pac-West will be responsible for obtaining and providing to USWC
               administrative codes, e.g., common language codes, for all
               equipment specified by Pac-West and installed in wire center
               buildings.

          4.   Pac-West will be responsible for payment of training of USWC
               employees for the maintenance, operation and installation of Pac-
               West's virtually collocated equipment when that equipment is
               different than the equipment used by USWC.

          5.   Pac-West will be responsible for payment of charges incurred in
               the maintenance and/or repair of Pac-West's virtually collocated
               equipment.

          6.   USWC does not guarantee the reliability Pac-West's virtually
               collocated equipment.

          7.   Pac-West is responsible for ensuring the functionality of
               virtually collocated SONET equipment provided by different
               manufacturers.

          8.   Maintenance Labor, Inspector Labor, Engineering Labor and
               Equipment Labor business hours are considered to be Monday
               through Friday, 8:00am to 5:00pm and after business hours are
               after 5:00pm and before 8:00am, Monday through Friday, all day
               Saturday, Sunday and holidays.

          9.   Pac-West will transfer possession of Pac-West's virtually
               collocated equipment to USWC via a no cost lease.  The sole
               purpose of the lease is to provide USWC with exclusive possessory
               rights to Pac-West's virtually collocated equipment.  Title to
               the Pac-West virtually collocated equipment shall not pass to
               USWC.

          10.  Installation and maintenance of Pac-West's virtually collocated
               equipment will be performed by USWC or a USWC authorized vendor.

          11.  Pac-West shall ensure that upon receipt of the Pac-West virtually
               collocated equipment by USWC, all warranties and access to
               ongoing technical support are passed through to USWC, all at Pac-
               West's expense.  The interconnector shall advise the manufacturer
               and seller of the virtually collocated equipment that it will be
               possessed, installed and maintained by USWC.

                                                                         Page 25
<PAGE>

          12.  Pac-West's virtually collocated equipment must comply with the
               Bellcore Network Equipment Building System (NEBS) Generic
               Equipment Requirements TR-NWT-000063, Company wire center
               environmental and transmission standards and any statutory
               (local, state or federal) and/or regulatory requirements in
               effect at the time of equipment installation or that subsequently
               become effective. Pac-West shall provide USWC interface
               specifications (e.g., electrical, functional, physical and
               software) of Pac-West's virtually collocated equipment.

          13.  USWC may restrict the type of virtually collocated equipment.
               USWC will only permit basic transmission terminating equipment to
               be virtually collocated by Pac-West.  Pac-West may request
               collocation of other equipment pursuant to the NIUER Process or
               through additional interconnection negotiations under the Act..

          14.  Pac-West must specify all software options and associated plug-
               ins for its virtually collocated equipment.

          15.  Pac-West is responsible for purchasing and maintaining a supply
               of spares.  Upon failure of Pac-West's virtually collocated
               equipment, Pac-West is responsible for transportation and
               delivery of maintenance spares to USWC at the wire center housing
               the failed equipment.

C.  Physical Collocation

          1.   USWC shall provide to Pac-West Physical Collocation of equipment
               necessary for Interconnection or for access to unbundled Network
               Elements, except that USWC may provide for Virtual collocation if
               USWC demonstrates to the Commission that Physical Collocation is
               not practical for technical reasons or because of space
               limitations, as provided in Section 251(c)(6) of the Act.  USWC
               shall provide such Collocation for the purpose of Interconnection
               or access to unbundled Network Elements, except as otherwise
               mutually agreed to in writing by the Parties or as required by
               the FCC or the appropriate Commission subject to the rates, terms
               and conditions of this Agreement.

          2.   Where Pac-West is Virtually Collocated in a premises which was
               initially prepared for Virtual Collocation, Pac-West may elect to
               (i) retain its Virtual Collocation in that premises and expand
               that Virtual Collocation according to the rates, terms and
               conditions of this Agreement, or (ii) unless it is not practical
               for technical reasons or because of space limitations, convert
               its Virtual Collocation at such premises  to Physical
               Collocation, in which case Pac-West shall coordinate the
               construction and rearrangement with USWC of its equipment (IDLC
               and transmission) and circuits for which Pac-West shall pay USWC
               at applicable rates, and pursuant to the other terms and
               conditions in this Agreement.  In addition, all applicable
               Physical Collocation recurring charges shall apply.

                                                                         Page 26
<PAGE>

          3.   Pac-West will be allowed access to the POI on non-discriminatory
               terms.  Pac-West owns and is responsible for the installation,
               maintenance and repair of its transmission equipment located
               within the space rented from USWC.

          4.   Pac-West must use leased space promptly and may not warehouse
               space for later use or sublease to another provider.  Physical
               collocation is offered in wire centers on a space-available,
               first come, first-served basis.

          5.   The minimum standard leasable amount of floor space is 100 square
               feet.  Pac-West must efficiently use the leased space; no more
               than 50% of the floor space may be used for storage cabinets and
               work surfaces.  The Commission will be the final arbitrator in
               points of dispute between the parties.

          6.   Pac-West's leased floor space will be separated from other
               competitive providers and USWC space through cages or hard walls.
               Pac-West may elect to have USWC construct the cage, or choose
               from USWC approved contractors to construct the cage, meeting
               USWC's installation Technical Publication 77350.

          7.   The following standard features will be provided by USWC:

               a.   Heating, ventilation and air conditioning.

               b.   Smoke/fire detection and any other building code
                    requirement.

          8.   USWC Responsibilities.

               a.   Design the floor space within each wire center which will
                    constitute CLEC's leased space.

               b.   Ensure that the necessary construction work is performed to
                    build CLEC's leased physical space and the riser from the
                    vault to the leased physical space.

               c.   Develop a quotation specific to Pac-West's request.

               d.   Extend USWC-provided and owned fiber optic cable from the
                    POI through the cable vault and extending the cable to Pac-
                    West's leased physical space or place the cable in fire
                    retardant tubing prior to extension to Pac-West's leased
                    physical space.

               e.   Installation and maintenance and all related activity
                    necessary to provide Channel Termination between USWC's and
                    Pac-West's equipment.

                                                                         Page 27
<PAGE>

               f.   Work cooperatively with Pac-West in matters of joint testing
                    and maintenance.

          9.   Pac-West Responsibilities

               a.   Determine the type of enclosure for the physical space.

               b.   Where applicable, procure, install and maintain all fiber
                    optic facilities up to the USWC designated POI.

               c.   Install, maintain, repair and service all Pac-West's
                    equipment located in the leased physical space.

               d.   Ensure that all equipment installed by Pac-West complies
                    with Bellcore Network Equipment Building System Generic
                    Equipment requirements, USWC wire center environmental and
                    transmission standards, and any statutory (local, federal,
                    or state) or regulatory requirements in effect at the time
                    of equipment installation or that subsequently become
                    effective.

          10.  Once construction is complete for physical collocation and Pac-
               West has accepted its leased physical space, Pac-West may order
               its DS0, DS1, DS3 or other Expanded Interconnection Channel
               Terminations.

          11.  Pac-West may not extend dark fiber to Pac-West's leased physical
               space or connecting DS1/DS3 Channel Terminations to USWC dark
               fiber.

          12.  If, at any time, USWC determines that the equipment or the
               installation does not meet requirements, Pac-West will be
               responsible for the costs associated with the removal,
               modification to, or installation of the equipment to bring it
               into compliance.  If Pac-West fails to correct any non-compliance
               within fifteen (15) days of written notice of non-compliance,
               USWC may have the equipment removed or the condition corrected at
               Pac-West's expense.

          13.  If, during installation, USWC determines Pac-West activities or
               equipment are unsafe, non-standard or in violation of any
               applicable laws or regulations, USWC has the right to stop work
               until the situation is remedied.  If such conditions pose an
               immediate threat to the safety of USWC employees, interfere with
               the performance of USWC's service obligations, or pose an
               immediate threat to the physical integrity of the conduit system
               or the cable facilities, USWC may perform such work and/or take
               action as is necessary to correct the condition at Pac-West's
               expense.

          14.  For each Physical Collocation, the Parties agree to execute an
               individual `Physical Collocation Agreement' in form attached
               hereto as Appendix C.

                                                                         Page 28
<PAGE>

D.  Collocation Rate Elements

          1.   Common Rate Elements

               The following rate elements are common to both virtual and
               physical collocation:

               a.   Quote Preparation Fee. This covers the work involved in
                    developing a quotation for Pac-West for the total costs
                    involved in its collocation request.

               b.   Entrance Facility.  Provides for fiber optic cable on a per
                    fiber basis from the point of interconnection utilizing USWC
                    owned, conventional single mode type of fiber optic cable to
                    the collocated equipment (for virtual collocation) or to the
                    leased space (for physical collocation).  Entrance facility
                    includes riser, fiber placement, entrance closure,
                    conduit/innerduct, and core drilling.

               c.   Cable Splicing.  Represents the labor and equipment to
                    perform a subsequent splice to the Pac-West provided fiber
                    optic cable after the initial installation splice.  Includes
                    a per-setup and a per-fiber-spliced rate elements.

               d.   -48 Volt Power.  Provides -48 volt power to the Pac-West
                    collocated equipment.  Charged on a per ampere basis.

               e.   48 Volt Power Cable.  Provides for the transmission of -48
                    Volt DC power to the collocated equipment.  It includes
                    engineering, furnishing and installing the main distribution
                    bay power breaker, associated power cable, cable rack and
                    local power bay to the closest power distribution bay.  It
                    also includes the power cable (feeders) A and B from the
                    local power distribution bay to the leased physical space
                    (for physical collocation) or to the collocated equipment
                    (for virtual collocation).

               f.   Inspector Labor.  Provides for the USWC qualified personnel
                    necessary when Pac-West requires access to the point of
                    interconnection after the initial installation or access to
                    its physical collocation floor space, where an escort is
                    required   A call-out of an inspector after business hours
                    is subject to a minimum charge of four hours.  The minimum
                    call-out charge shall apply when no other employee is
                    present in the location, and an `off-shift' USWC employee
                    (or contract employee) is required to go `on-shift' on
                    behalf of Pac-West.

               g.   Expanded Interconnection Channel Termination (EICT).
                    Telecommunications interconnection between Pac-West's
                    collocated equipment and USWC's network is accomplished via

                                                                         Page 29
<PAGE>

                    an Expanded Interconnection Channel Termination (EICT).
                    This element can be at the DS0, DS1, DS3 or other level
                    depending on the USWC service it is connecting to.
                    Connection to any other network or telecommunications source
                    within the wire center is allowed only through USWC
                    services.

               h.   Expanded Interconnection Channel Regeneration.  Required
                    when the distance from the leased physical space (for
                    physical collocation) or from the collocated equipment (for
                    virtual collocation) to the USWC network is of sufficient
                    length to require regeneration.

          2.   Physical Collocation Rate Elements

               The following rate elements apply only to physical collocation
               arrangements:

               a.   Floor Space Rental.  Provides the monthly rent for the
                    leased physical space, property taxes and base operating
                    cost without -48 Volt DC power.  Includes convenience 110
                    AC, 15 amp electrical outlets provided in accordance with
                    local codes and may not be used to power transmission
                    equipment or -48 Volt DC power generating equipment.  Also
                    includes maintenance for the leased space; provides for the
                    preventative maintenance (climate controls, filters, fire
                    and life systems and alarms, mechanical systems, standard
                    HVAC); biweekly housekeeping services (sweeping, spot
                    cleaning, trash removal) of  the USWC wire center areas
                    surrounding the leased physical space  and general repair
                    and maintenance.

               b.   Enclosure Buildout.  The Enclosure Buildout element, either
                    Cage or, at the Pac-West's option, Hardwall, includes the
                    material and labor to construct the enclosure specified by
                    Pac-West or Pac-West may choose from USWC approved
                    contractors to construct the cage, meeting USWC's
                    installation Technical Publication 77350.  It includes the
                    enclosure (cage or hardwall), air conditioning (to support
                    Pac-West loads specified), lighting (not to exceed 2 watts
                    per square foot), and convenience outlets (3 per cage or
                    number required by building code for the hardwall
                    enclosure).  Also provides for humidification, if required.

               c.   Pricing for the above physical collocation rate elements
                    will be provided on an individual basis due to the
                    uniqueness of Pac-West's requirements, central office
                    structure and arrangements.

                                                                         Page 30
<PAGE>

          3.  Virtual Collocation Rate Elements

              The following rate elements apply uniquely to virtual collocation:

               a.   Maintenance Labor -- Provides for the labor necessary for
                    repair of out of service and/or service-affecting conditions
                    and preventative maintenance of the Pac-West virtually
                    collocated equipment.  Pac-West is responsible for ordering
                    maintenance spares.  USWC will perform maintenance and/or
                    repair work upon receipt of the replacement maintenance
                    spare and/or equipment for Pac-West.  A call-out of a
                    maintenance technician after business hours is subject to a
                    minimum charge as specified above.

               b.   Training Labor -- Provides for the billing of vendor-
                    provided training for USWC personnel on a metropolitan
                    service area basis, necessary for Pac-West virtually
                    collocated equipment which is different from USWC provided
                    equipment.  USWC will require three USWC employees to be
                    trained per metropolitan service area in which the Pac-West
                    virtually collocated equipment is located.  If, by an act of
                    USWC, trained employees are relocated, retired, or are no
                    longer available, USWC will not require Pac-West to provide
                    training for additional USWC employees for the same
                    virtually collocated equipment in the same metropolitan
                    area.  The amount of training billed to Pac-West will be
                    reduced by half, should a second collocator in the same
                    metropolitan area select the same virtually collocated
                    equipment as Pac-West.

               c.   Equipment Bay -- Provides mounting space for the Pac-West
                    virtually collocated equipment.  Each bay includes the 7
                    foot bay, its installation, all necessary environmental
                    supports.  Mounting space on the bay, including space for
                    the fuse panel and air gaps necessary for heat dissipation
                    is limited to 78 inches.  The monthly rate is applied per
                    shelf.

               d.   Engineering Labor -- Provides the planning and engineering
                    of the Pac-West virtually collocated equipment at the time
                    of installation, change or removal.

               e.   Installation Labor -- Provides for the installation, change
                    or removal of the Pac-West virtually collocated equipment.

E.  Collocation Installation Intervals

          The following intervals are common to both virtual and physical
          collocation:

          1.   Acknowledgment of Floor Space Availability.  Within fifteen days
               of the receipt by USWC from Pac-West of a Request for Collocation
               and an associated Quote Preparation Fee, USWC will notify Pac-
               West whether
                                                                         Page 31

<PAGE>

               the sufficient floor space is available to accommodate Pac-West's
               request.

          2.   Quote Preparation.  Within twenty-five business days of the
               receipt by USWC from Pac-West of a Request for Collocation and an
               associated Quote Preparation Fee, USWC provide Pac-West with a
               written quotation containing all nonrecurring charges for the
               requested collocation arrangement.

          3.   Quote Acceptance. Within thirty days of the receipt by Pac-West
               of the USWC quotation, Pac-West will accept the USWC proposed
               quotation.  Acceptance shall require payment to USWC of fifty
               percent of the non-recurring charges provided on the quotation.

          4.   Completion of Cage Construction (physical collocation only).
               Within 90 days of the acceptance of the quotation by Pac-West,
               the construction of the necessary cage/hardwall enclosure shall
               be completed.  At this time, the leased floor space will be
               available to Pac-West for installation of its collocated
               equipment.

          5.   Completion of Collocated Equipment Installation (virtual
               collocation only) -- USWC shall complete the installation of Pac-
               West's collocated equipment within 90 days of USWC's receipt of
               Pac-West's collocated equipment.  The installation of line cards
               and other minor modifications shall be performed by USWC on
               intervals equivalent to those that USWC applies to itself, but in
               no instance shall any such interval exceed 90 days.

                                                                         Page 32
<PAGE>

VIII.  INTERIM NUMBER PORTABILITY


     A.   General Terms

          1. The Parties shall provide Number Portability on a reciprocal basis
             to each other to the extent technically feasible, and in accordance
             with rules and regulations as from time to time prescribed by the
             FCC and/or the Commission.

          2. Until Number Portability is implemented by the industry pursuant to
             regulations issued by the FCC or the Commission, the Parties agree
             to provide Interim Telecommunications Number Portability ("INP") to
             each other through remote call forwarding, direct inward dialing
             and NXX migration.

          3. Once permanent number portability is implemented pursuant to FCC or
             Commission regulation, either Party may withdraw, at any time and
             at its sole discretion, its INP offerings, subject to advance
             notice to the other Party and coordination to allow the seamless
             and transparent conversion of INP customer numbers to permanent
             number portability.  Upon implementation of permanent number
             portability pursuant to FCC regulations, both parties agree to
             conform and provide such permanent number portability.

          4. USWC will update its Line Information Database ("LIDB") listings
             for retained numbers, and restrict or cancel calling cards
             associated with these forwarded numbers as directed by Pac-West.
             LIDB updates shall be completed by the Parties on the same business
             day each INP arrangement is activated.

          5. Upon request, USWC shall provide to Pac-West INP via Direct Inward
             Dial Trunks pursuant to applicable tariffs.

          6. Where either party has activated an entire NXX for a single
             customer, or activated a substantial portion of an NXX for a single
             customer with the remaining numbers in that NXX either reserved for
             future use or otherwise unused, if such customer chooses to receive
             service from the other Party, the first Party shall cooperate with
             the second Party to have the entire NXX reassigned in the LERG (and
             associated industry databases, routing tables, etc.) to an End
             Office operated by the second Party.  Such transfer will be
             accomplished with appropriate coordination between the Parties and
             subject to appropriate industry lead-times for movement of NXXs
             from one switch to another.  Other applications of NXX migration
             will be discussed by the Parties as circumstances arise.

     B.   Description Of Service

          1. Interim Number Portability Service ("INP") is a service arrangement
             that can be provided by USWC to Pac-West or by Pac-West to USWC.
             For the purposes of this section, the Party porting traffic to the
             other Party shall be

                                                                         Page 33
<PAGE>

             referred to as the "INP Provider" and the Party receiving INP
             traffic for termination shall be referred to as the "INP
             Requestor".

          2. INP applies to those situations where an end-user customer elects
             to transfer service from the INP Provider to the INP Requestor and
             they also wish to retain their existing telephone number.  INP
             consists of INP Provider's provision to the INP Requestor the
             capability to route calls placed to telephone numbers assigned to
             the INP Provider's switches to the INP Requestor's switches.  INP
             is available only for working telephone numbers assigned to the INP
             Provider's customers who request to transfer to the INP Requestor's
             service

          3. INP is available as INP-Remote Call Forwarding ("INP-RCF")
             permitting a call to a INP Provider's assigned telephone number to
             be translated to the INP Requestor's dialable local number.  INP
             Requestor may terminate the call as desired.  Additional capacity
             for simultaneous call forwarding is available where technically
             feasible.  The INP Requestor will need to specify the number of
             simultaneous calls to be forwarded for each number ported.

          4. INP is subject to the following restrictions:

                    i.   An INP telephone number may be assigned by INP
                         Requestor only to the Requestor's customers located
                         within the INP Provider's local calling area and toll
                         rating area that is associated with the NXX of the
                         portable number.

                    ii.  INP is applicable only if the INP Requestor is engaged
                         in a reciprocal traffic exchange arrangement with the
                         INP Provider.

                    iii. Only the existing, INP Provider assigned end-user
                         telephone number may be used as a ported number for
                         INP.

                    iv.  INP will not be provided by the INP Provider for
                         customers whose accounts are in arrears and who elect
                         to make a change of service provider unless and until
                         the following conditions are met:

                         -    Full payment for the account (including directory
                              advertising charges associated with the customer's
                              telephone number) is made by customer or INP
                              Requestor agrees to make full payment on behalf of
                              customer.

                         -    INP Provider is notified in advance of the change
                              in service provider and a Change of Responsibility
                              form is issued.

                         -    INP Provider accepts the transfer of
                              responsibility.

                                                                         Page 34
<PAGE>

                    v.   INP services shall not be re-sold, shared or assigned
                         by either party to another LEC or CLEC.

                    vi.  INP is not offered for NXX Codes 555, 976, 960 and coin
                         telephones, and Service Access Codes (i.e. 500, 700,
                         800/888, 900).  INP is not available for FGA seven-
                         digit numbers, including foreign exchange (FEX), FX and
                         FX/ONAL and foreign Central Office Service.
                         Furthermore, INP numbers may not be used for mass
                         calling events.

                    vii. The ported telephone number will be returned to the
                         originating company (or to the common pool of telephone
                         numbers upon implementation of permanent number
                         portability) when the ported service is disconnected.
                         The company purchasing a ported number may not retain
                         it and reassign it to another customer.  The normal
                         intercept announcement will be provided by the INP
                         Provider for the period of time until the telephone
                         number is reassigned by the Provider.

          3.   Ordering and Maintenance

               a.   The INP Requestor is responsible for all dealings with and
                    on behalf of its end users, including all end user account
                    activity, e.g. end user queries and complaints.

               b.   Each party is responsible for obtaining a Letter of
                    Authorization (LOA) from its end users who requests a
                    transfer of the end user's telephone number from the other
                    party.

               c.   The INP Provider will work cooperatively with the Requestor
                    to ensure a smooth customer transition and to avoid
                    unnecessary duplication of other facilities (e.g., unbundled
                    loops). The Parties will cooperate to develop intercompany
                    procedures to implement the requirements of this paragraph.

               d.   If an end user requests transfer of service from the INP
                    Requestor back to the INP Provider, the Provider may rely on
                    that end user request to institute cancellation of the INP
                    service.  The INP Provider will provide at least 48 hours
                    notice to the INP Requestor of the cancellation of INP
                    service, and will work cooperatively with the Requestor to
                    ensure a smooth customer transition and to avoid unnecessary
                    duplication of other facilities (e.g., unbundled loops).
                    The Parties will cooperate to develop intercompany
                    procedures to implement the requirements of this paragraph.

                                                                         Page 35
<PAGE>

               e.   Certain features are not available on calls passed through
                    INP service.

               f.   The Requestor's designated INP switch must return answer and
                    disconnect supervision to the INP Provider's switch.

               g.   The Requestor will provide to the E911 database provider the
                    network telephone number that the Requestor assigned to the
                    Provider-assigned, ported telephone number.  Updates to and
                    maintenance of the INP information to the E911 database are
                    the responsibility of the INP Requestor.

               h.   The INP Requestor will submit to the INP Provider a
                    disconnect order for each ported number that is relinquished
                    by the Requestor's end users.

          4.   Cost Recovery


               The parties agree that, for the purposes of this agreement that
               the following cost structure is an acceptable measure of the
               costs incurred by the INP Provider.

               a.   Number Ported -- This cost is incurred per number ported,
                    per month.  Should the INP Requestor provide the transport
                    from the Provider's end office to the Requestor's end office
                    switch, a lower cost is incurred.  This cost represents a
                    single call path from the Provider's end office switch to
                    the Requestor for the portable number.

               b.   Additional Call Path -- This cost is incurred per
                    additional call path per month added to a particular ported
                    telephone number.  Should the INP Requestor provide the
                    transport from the Provider's end office to the Requestor's
                    end office switch, a lower cost is incurred.

               c.   Service Establishment -- Per Switch.  This non-recurring
                    cost is incurred for each INP Provider's end office switch
                    that is equipped to provide INP to the INP Requestor.

               d.   Service Establishment -- Per Number -- This non-recurring
                    cost is for each telephone number equipped with INP.

               e.   The parties agree that Appendix A reasonably identifies the
                    above costs.

               f.   Solely for the purposes of this arbitrated agreement between
                    USWC and Pac-West, these two parties agree to assign between

                                                                         Page 36
<PAGE>

                    themselves, on an interim basis, interim number portability
                    costs on the basis of active local numbers, recognizing that
                    such assignment necessarily excludes recovery from other
                    industry participants.  Each party is free to advocate the
                    assignment of interim number portability costs to other
                    industry participants as part of the appropriate industry-
                    wide cost recovery method./4/

               g.   The parties shall, each quarter, exchange the confidential
                    data necessary to implement the above pro-rata assignment of
                    interim number portability costs.

               h.   The INP Provider will, when using RCF, send the original
                    ("ported") number over the interconnection arrangements as
                    the calling party number using the signaling protocol
                    applicable to the arrangements.  The INP Requestor will
                    capture and measure the number of minutes of INP incoming
                    traffic.  USWC will provide (and update quarterly)
                    percentage distributions of all terminating traffic in the
                    LATA by jurisdictional nature of the traffic:  a)  local;
                    b)intrastate, intraLATA switched access; c) intrastate,
                    interLATA switched access; d) interstate, intraLATA switched
                    access; e) interstate, interLATA switched access..  Separate
                    residence and business percentage distributions will be
                    provided, to the extent possible.  The Parties agree to work
                    cooperatively to develop and exchange the data required to
                    implement this paragraph.  The appropriate percentage will
                    be applied to the number of minutes of INP traffic in each
                    category to determine the number of minutes eligible for
                    additional "pass through" switched access compensation.
                    Pass through switched access compensation will be paid at
                    the following rates:


                    For all intra-LATA toll and inter-LATA minutes delivered
                    over INP, USWC will pay, in lieu of reciprocal compensation,
                    all terminating switched access elements otherwise due the
                    terminating office provider, including:/5/

                              end office switching;
                              IC (interconnection charge);
                              CCLC; and
                              appropriate portion of tandem switched transport.

               i.   Rates are contained in Appendix A.




__________________________
/4/   Section f has been incorporated pursuant to OPUC Decision 96-324.

/5/   This provision is adopted pursuant to OPUC Decision 96-324.

                                                                         Page 37
<PAGE>

IX.  DIALING PARITY

The Parties shall provide Dialing Parity to each other as required under Section
251(b)(3) of the Act.  This Agreement does not impact either Party's ability to
default intraLATA toll via a specific dialing pattern until otherwise required
by the Act.

                                                                         Page 38
<PAGE>

X.   ACCESS TO TELEPHONE NUMBERS

     1.   Number Resources Arrangements.

               a.   Nothing in this Agreement shall be construed in any manner
                    to limit or otherwise adversely impact either Party's right
                    to the request and assignment of any NANP number resources
                    including, but not limited to, central office (NXX) codes
                    pursuant to the Central Office Code Assignment Guidelines
                    (last published by the Industry Numbering Committee ("INC")
                    as INC 95-0407-008, Revision 4/19/96, formerly ICCF 93-0729-
                    010).  NXXs, and the initial points of interface for
                    interconnection between the Parties' networks, will be
                    included in Addenda to this Agreement.

               b.   To the extent USWC serves as Central Office Code
                    Administrator for a given region, USWC will support all Pac-
                    West requests related to central office (NXX) code
                    administration and assignments in the manner required and
                    consistent with the Central Office Code Assignment
                    Guidelines.

               c.   The parties shall provide local dialing parity to each other
                    as required under Section 251(b)(3) of the Act.

               d.   The Parties will comply with code administration
                    requirements as prescribed by the Federal Communications
                    Commission, the Commission, and accepted industry
                    guidelines.

               e.   It shall be the responsibility of each Party to program and
                    update its own switches and network systems pursuant to the
                    Local Exchange Routing Guide (LERG) guidelines to recognize
                    and route traffic to the other Party's assigned NXX codes at
                    all times.  Neither Party shall impose any fees or charges
                    whatsoever on the other Party for such activities.  The
                    Parties will cooperate to establish procedures to ensure the
                    timely activation of NXX assignments in their respective
                    networks.

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

               g.   Until an impartial entity is appointed to administer
                    telecommunications numbering and to make such numbers
                    available on an equitable basis, USWC will assign NXX codes
                    to Pac-West  in accordance with national guidelines at no
                    charge.

                                                                         Page 39
<PAGE>

               h.   Each Party is responsible for administering NXX codes
                    assigned to it.  Each Party is responsible for obtaining
                    Local Exchange Routing Guide ("LERG") listings of CLLI codes
                    assigned to its switches.  Each party shall use the LERG
                    published by Bellcore or its successor for obtaining routing
                    information and shall provide all required information to
                    Bellcore for maintaining the LERG in a timely manner.

                                                                         Page 40
<PAGE>

XI.  CALL COMPLETION FROM USWC OPERATORS

USWC Operators will provide operator call completion and call completion and
rating information and like assistance to any end user customer reaching USWC
Operators (including information for calls to Pac-West' NXXs) in the same manner
as they provide such services for end user customers served by USWC NXXs and for
calls involving only USWC NXXs.

                                                                         Page 41
<PAGE>

XII. BUSY LINE VERIFY/INTERRUPT

  A) Busy Line Verification ("BLV") is performed when one Party's Customer
     requests assistance from the operator bureau to determine if the called
     line is in use, however, the operator bureau will not complete the call for
     the Customer initiating the BLV inquiry.  Only one BLV attempt will be made
     per Customer operator bureau call, and a charge shall apply whether or not
     the called party releases the line.

  B) Busy Line Verification Interrupt ("BLVI") is performed when one Party's
     operator bureau interrupts a telephone call in progress after BLV has
     occurred.  The operator bureau will interrupt the busy line and inform the
     called party that there is a call waiting.  The operator bureau will only
     interrupt the call and will not complete the telephone call of the Customer
     initiating the BLVI request.  The operator bureau will make only one BLVI
     attempt per Customer operator telephone call and the applicable charge
     applies whether or not the called party releases the line.

  C) The rate for Busy Line Verify shall be $.72 per call, and for Busy Line
     Verify and Interrupt, $.87 per call.

  D) Each Party's operator bureau shall accept BLV and BLVI inquiries from the
     operator bureau of the other Party in order to allow transparent provision
     of BLV/BLVI Traffic between the Parties' networks.

  E) Each Party shall route BLV/BLVI Traffic inquiries over separate direct
     trunks (and not the Local/IntraLATA Trunks) established between the
     Parties' respective operator bureaus.  Unless otherwise mutually agreed,
     the Parties shall configure BLV/BLVI trunks over the Interconnection
     architecture defined in Section VI, Interconnection, consistent with the
     Joint Grooming Plan.  Each Party shall compensate the other Party for
     BLV/BLVI Traffic as set forth above.

                                                                         Page 42

<PAGE>

XIII.  TOLL AND ASSISTANCE OPERATOR SERVICES

          1.   Description of Service.

               Toll and Assistance refers to functions customers associate with
               the "O" operator.  Subject to availability and capacity, access
               may be provided via operator services trunks purchased from USWC
               or provided by Pac-West via collocation arrangements to route
               calls to Pac-West's platform.

          2.   Functions include:

               a.   O-Coin, Automatic Coin Telephone Service (ACTS) - these
                    functions complete coin calls, collect coins and provide
                    coin rates.

               b.   Alternate Billing Services (ABS or O+ dialing):  Bill to
                    third party, Collect and Mechanized Credit Card System
                    (MCCS).

               c.   O- or operator assistance which provides general assistance
                    such as dialing instruction and assistance, rate quotes,
                    emergency call completion and providing credit.

               d.   Automated Branding - ability to announce the carrier's name
                    to the customer during the introduction of the call.

               e.   Rating Services - operators have access to tables that are
                    populated with all toll rates used by the operator switch.

          3.   Pricing for Toll and Assistance Operator Services shall be
               determined on a case-by-case basis, upon request.

          4.   Interconnection to the USWC Toll and Assistance Operator Services
               from an end office to USWC T/A is technically feasible at three
               distinct points on the trunk side of the switch.  The first
               connection point is an operator services trunk connected directly
               to the T/A host switch.  The second connection point is an
               operator services trunk connected directly to a remote T/A
               switch.  The third connection point is an operator services trunk
               connected to a remote access tandem with operator concentration
               capabilities.

          5.   Trunk provisioning and facility ownership will follow the
               guidelines recommended by the Trunking and Routing, IOF and
               Switch sub-teams.  All trunk interconnections will be digital.

          6.   Toll and Assistance interconnection will require an operator
               services type trunk between the end office and the
               interconnection point on the USWC switch.

          7.   Connecting a position to the host system requires two circuits
               (one voice and one data) per position on a T1 facility.

                                                                         Page 43
<PAGE>

          8.   The technical requirements of operator services type trunks and
               the circuits to connect the positions to the host are covered in
               the OSSGR under Section 6 (Signaling) and Section 10 (System
               Interfaces) in general requirements form.

                                                                         Page 44
<PAGE>

XIV. DIRECTORY ASSISTANCE

  A) USWC agrees to (1) provide to Pac-West' operators on line access to USWC's
     directory assistance database; (2) provide to Pac-West unbranded directory
     assistance service (3) provide to Pac-West directory assistance service
     under Pac-West brand (where technically feasible); (4) allow Pac-West or an
     Pac-West designated operator bureau to license USWC's directory assistance
     database for use in providing competitive directory assistance services;
     and (5) in conjunction with (2) or (3) above, provide caller-optional
     directory assistance call completion service which is comparable in every
     way to the directory assistance call completion service USWC makes
     available to its own users and to provide caller name and number.

  B) The price for directory assistance, provided pursuant to this Agreement,
     shall be 34 cents per call.  As an alternative, the Parties may obtain
     directory assistance service pursuant to effective tariffs.

  C) The price for directory call completion services shall be 35 cents  per
     call, pending the completion of an approved TELRIC cost study.  Additional
     charges, for USWC intraLATA toll services, also apply for completed
     intraLATA toll calls.  Long distance service shall be available pursuant to
     the wholesale discount provided in Section XXX, Resale, herein.  Call
     completion service is an optional service.  Pac-West may, at its option,
     request USWC to not provide call completion services to Pac-West customers.



      A.  Scope.

          1.   Listings Service ("Listings") consists of USWC placing the names,
               addresses and telephone numbers of Pac-West's end users in USWC's
               listing database, based on end user information provided to USWC
               by Pac-West.  USWC is authorized to use Listings in Directory
               Assistance (DA) and as noted in paragraph 4, below.

          2.   Pac-West will provide in standard, mechanized format, and USWC
               will accept at no charge, one primary listing for each main
               telephone number belonging to Pac-West's end user customers.
               Primary listings are as defined for USWC end users in USWC's
               general exchange tariffs.  Pac-West will be charged for premium
               listings, e.g., additional, foreign, cross reference,
               informational, etc., at USWC's general exchange listing tariff
               rates.  Pac-West utilizing Remote Call Forwarding for local
               number portability can list only one number without charge -
               either the end customer's original telephone number or the Pac-
               West-assigned number.  The standard discounted rate for an
               additional listing applies to the other number.

          3.   USWC will furnish Pac-West the Listings format specifications.
               Pac-West may supply a maximum of one batch file daily, containing
               only Listings that completed on or prior to the transmission
               date.  USWC cannot

                                                                         Page 45
<PAGE>

               accept Listings with advance completion dates. Large volume
               activity (e.g., 100 or more listings) on a caption set is
               considered a project that requires coordination between Pac-West
               and USWC to determine time frames.

          4.   Pac-West grants USWC a non-exclusive license to incorporate
               Listings information into its directory assistance database.
               Pac-West hereby selects one of two options for USWC's use of
               Listings and dissemination of Listings to third parties.

                    EITHER:

               a.   Treat the same as USWC's end user listings - No prior
                    authorization is needed for USWC to release Listings to
                    directory publishers or other third parties.  USWC will
                    incorporate Listings information in all existing and future
                    directory assistance applications developed by USWC.  Pac-
                    West authorizes USWC to sell and otherwise make Listings
                    available to directory publishers.  USWC shall be entitled
                    to retain all revenue associated with any such sales.
                    Listings shall not be provided or sold in such a manner as
                    to segregate end users by carrier.

                    OR:
               b.   Restrict to USWC's directory assistance -- Prior
                    authorization required by Pac-West for all other uses.  Pac-
                    West makes its own, separate agreements with USWC, third
                    parties and directory publishers for all uses of its
                    Listings beyond DA.  USWC will sell Listings to directory
                    publishers (including USWC's publisher affiliate), other
                    third parties and USWC products only after the third party
                    presents proof of Pac-West's authorization.  USWC shall be
                    entitled to retain all revenue associated with any such
                    sales.  Listings shall not be provided or sold in such a
                    manner as to segregate end users by carrier.

          5.   To the extent that state tariffs limit USWC's liability with
               regard to Listings, the applicable state tariff(s) is
               incorporated herein and supersedes Section XXXIV(U), "Limitation
               of Liability", of this Agreement with respect to Listings only.

      B.  USWC Responsibilities

          1.   USWC is responsible for maintaining Listings, including entering,
               changing, correcting, rearranging and removing Listings in
               accordance with Pac-West orders.  USWC will take reasonable steps
               in accordance with industry practices to accommodate non-
               published and non-listed Listings provided that Pac-West has
               supplied USWC the necessary privacy indicators on such Listings.

                                                                         Page 46
<PAGE>

          2.   USWC will include Pac-West Listings in USWC's Directory
               Assistance service to ensure that callers to USWC's Directory
               Assistance service have non-discriminatory access to Pac-West's
               Listings.

          3.   USWC will incorporate Pac-West Listings provided to USWC in the
               white pages directory published on USWC's behalf.

      C.  Pac-West Responsibilities

          1.   Pac-West agrees to provide to USWC its end user names, addresses
               and telephone numbers in a standard mechanized format, as
               specified by USWC.

          2.   Pac-West will supply its ACNA/CIC or CLCC/OCN, as appropriate,
               with each order to provide USWC the means of identifying Listings
               ownership.

          3.   Pac-West represents and warrants the end user information
               provided to USWC is accurate and correct.  Pac-West further
               represents and warrants that it has reviewed all Listings
               provided to USWC, including end user requested restrictions on
               use such as non-published and non-listed.  Pac-West shall be
               solely responsible for knowing and adhering to state laws or
               rulings regarding Listings (e.g., no solicitation requirements in
               the states of Arizona and Oregon, privacy requirements in
               Colorado), and for supplying USWC with the applicable Listing
               information.

          4.   Pac-West is responsible for all dealings with, and on behalf of,
               Pac-West's end users, including:

               a.   All end user account activity, e.g. end user queries and
                    complaints.

               b.   All account maintenance activity, e.g., additions, changes,
                    issuance of orders for Listings to USWC.

               c.   Determining privacy requirements and accurately coding the
                    privacy indicators for Pac-West's end user information.  If
                    end user information provided by Pac-West to USWC does not
                    contain a privacy indicator, no privacy restrictions will
                    apply.

               d.   Any additional services requested by Pac-West's end users.

     D.   The terms contained in this Section refer specifically to the
          provision of Listings from Pac-West to USWC.  The Parties acknowledge
          that the Telecommunications Act of 1996 imposes reciprocal obligations
          on incumbent and new entrant Local Exchange providers with respect to
          directory assistance listings and white pages listings.  As a result,
          the Parties agree that the terms in this Section are reciprocal and
          also include the provision of Listings from USWC to Pac-West, in the
          event that Pac-West provides its own directory assistance service or
          publishes its own white pages directory.

                                                                         Page 47
<PAGE>

XVI. U S WEST DIRECT ISSUES

     USWC and Pac-West agree that certain issues, such as yellow page
advertising, directory distribution, access to call guide pages, yellow page
listings, will be the subject of negotiations between Pac-West and directory
publishers, including U S WEST Direct.  USWC acknowledges that Pac-West may
request USWC to facilitate discussions between Pac-West and U S WEST Direct.

                                                                         Page 48
<PAGE>

XVII.  ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY

Each Party shall provide the other Party access to its poles, ducts, rights-of-
way and conduits it controls on terms, conditions and prices comparable to those
offered to any other entity pursuant to each party's applicable tariffs and/or
standard agreements.

                                                                         Page 49
<PAGE>

XVIII.  ACCESS TO DATABASES

In accordance with Section 271 of the Act, USWC shall provide Pac-West with
interfaces to access USWC's databases and associated signaling necessary for the
routing and completion of Pac-West' traffic.  Except where otherwise specified,
access to such databases, and the appropriate interfaces, shall be made
available to Pac-West via a Network Interconnection and Unbundled Element
Request.

                                                                         Page 50
<PAGE>

XIX. NOTICE OF CHANGES

If a Party makes a change in its network which it believes will materially
affect the inter-operability of its network with the other Party, the Party
making the change shall provide advance notice of such change to the other Party
in accordance with the applicable FCC regulations.

                                                                         Page 51
<PAGE>

XX.  911/E-911 SERVICE

          1.   Scope.

               a.   Pac-West exchanges to be included in USWC's E-911 Data Base
                    will be indicated via written notice and will not require an
                    amendment to this Agreement.

               b.   In counties where USWC has obligations under existing
                    agreements as the primary provider of the 911 System to the
                    county, Pac-West will participate in the provision of the
                    911 System as described in this Agreement.

                    i.   Each party will be responsible for those portions of
                         the 911 System for which it has total control,
                         including any necessary maintenance to each Party's
                         portion of the 911 System.

                    ii.  USWC will be responsible for maintaining the E-911 Data
                         Base.  USWC will provide a copy of the Master Street
                         Address Guide ("MSAG"), and periodic updates, to Pac-
                         West.

                    iii. Pac-West assumes all responsibility for the accuracy
                         of the data that Pac-West provides to USWC for MSAG
                         preparation and E-911 Data Base operation.

                    iv.  Pac-West will provide end user data to the USWC ALI
                         data base utilizing NENA-02-001 Recommended Formats For
                         Data Exchange, NENA-02-002 Recommended Standard For
                         Street Thoroughfare Abbreviations and NENA-02-003
                         Recommended Protocols For Data Exchange.  USWC will
                         furnish Pac-West any variations to NENA recommendations
                         required for ALI data base input.

                    v.   Pac-West will provide end user data to the USWC ALI
                         data base that are Master Street Address Guide (MSAG)
                         valid and meet all components of the NENA-02-004
                         Recommended Measurements For Data Quality.

                    vi.  Pac-West will update its end user records provided to
                         the USWC ALI data base to agree with the 911 MSAG
                         standards for its service areas.

                    vii. USWC will provide Pac-West with the identification of
                         the USWC 911 controlling office that serves each
                         geographic area served by Pac-West.

                                                                         Page 52
<PAGE>

                    viii. The Parties will cooperate in the routing of 911
                          traffic in those instances where the ALI/ANI
                          information is not available on a particular 911 call.

                    ix.   USWC will provide Pac-West with the ten-digit
                          telephone numbers of each PSAP agency, for which USWC
                          provides the 911 function, to be used by Pac-West
                          operators for handling emergency calls in those
                          instances where the Pac-West customer dials "O"
                          instead of "911".

               c.   If a third party; i.e., LEC, is the primary service provider
                    to a county, Pac-West will negotiate separately with such
                    third party with regard to the provision of 911 service to
                    the county.  All relations between such third party and Pac-
                    West are totally separate from this Agreement and USWC makes
                    no representations on behalf of the third party.

               d.   If Pac-West is the primary service provider to the county,
                    Pac-West and USWC will negotiate the specific provisions
                    necessary for providing 911 service to the county and will
                    include such provisions in an amendment to this Agreement.

               e.   Pac-West will separately negotiate with each county
                    regarding the collection and reimbursement to the county of
                    applicable customer taxes for 911 service.

               f.   Pac-West is responsible for network management of its
                    network components in compliance with the Network
                    Reliability Council Recommendations and meeting the network
                    standard of USWC for the 911 call delivery.

               g.   The parties shall provide a single point of contact to
                    coordinate all activities under this Agreement.

               h.   Neither Party will reimburse the other for any expenses
                    incurred in the provision of E-911 services.

          2.   Performance Criteria.  E-911 Data Base accuracy shall be as set
               forth below:

               a.   Accuracy of ALI (Automatic Location Identification) data
                    will be measured jointly by the PSAPs (Public Safety
                    Answering Points) and USWC in a format supplied by USWC.
                    The reports shall be forwarded to Pac-West by USWC when
                    relevant and will indicate incidents when incorrect or no
                    ALI data is displayed.

               b.   Each discrepancy report will be jointly researched by USWC
                    and Pac-West.  Corrective action will be taken immediately
                    by the responsible party.

                                                                         Page 53
<PAGE>

               c.   Each party will be responsible for the accuracy of its
                    customer records.  Each party specifically agrees to
                    indemnify and hold harmless the other party from any claims,
                    damages, or suits related to the accuracy of customer data
                    provided for inclusion in the E-911 Data Base.

               d.   The additional parameters by which the Parties will utilize
                    the 911 or E-911 database will be the subject of further
                    discussion between the parties.

                                                                         Page 54
<PAGE>

XXI. REFERRAL ANNOUNCEMENT

     When an end user customer changes from USWC to Pac-West, or from Pac-West
     to USWC, and does not retain their original telephone number, the Party
     formerly providing service to the end user will provide a transfer of
     service announcement on the abandoned telephone number.  Each Party will
     provide this referral service consistent with its tariff.  This
     announcement will provide details on the new number that must be dialed to
     reach this customer.

                                                                         Page 55
<PAGE>

XXII.  COORDINATED REPAIR CALLS

          1.   Pac-West and USWC will employ the following procedures for
               handling misdirected repair calls;

               a.   Pac-West and USWC will provide their respective customers
                    with the correct telephone numbers to call for access to
                    their respective repair bureaus.

               b.   Customers of Pac-West shall be instructed to report all
                    cases of trouble to Pac-West.  Customers of USWC shall be
                    instructed to report all cases of trouble to USWC.

               c.   To the extent the correct provider can be determined,
                    misdirected repair calls will be referred to the proper
                    provider of Basic Exchange Telecommunications Service.

               d.   Pac-West and USWC will provide their respective repair
                    contact numbers to one another on a reciprocal basis.

               e.   In responding to repair calls, neither Party shall make
                    disparaging remarks about each other, nor shall they use
                    these repair calls as the basis for internal referrals or to
                    solicit customers to market services.  Either Party may
                    respond with accurate information in answering customer
                    questions.

                                                                         Page 56
<PAGE>

XXIII.  NETWORK INTERCONNECTION AND UNBUNDLED ELEMENT REQUEST

A.   Any request for interconnection or access to an unbundled Network Element
     that is not already available as described herein shall be treated as a
     Network Interconnection and Unbundled Element Request (NIUER).  USWC shall
     use the NIUER Process to determine technical feasibility of the requested
     interconnection or Network Elements and, for those items found to be
     feasible, to provide the terms and timetable for providing the requested
     items.

B.   A NIUER shall be submitted in writing and shall, at a minimum, include: (a)
     a technical description of each requested Network Element or
     interconnection; (b) the desired interface specification; (c) each
     requested type of interconnection or access; (d) a statement that the
     interconnection or Network Element will be used to provide a
     telecommunications service; and (e) the quantity requested.

C.   Within 15 business days of its receipt, USWC shall acknowledge receipt of
     the NIUER and in such acknowledgment advise Pac-West of any missing
     information, if any, necessary to process the NIUER.  Thereafter, USWC
     shall promptly advise Pac-West of the need for any additional information
     that will facilitate the analysis of the NIUER.

D.   Within 30 calendar days of its receipt of the NIUER and all information
     necessary to process it, USWC shall provide to Pac-West a preliminary
     analysis of the NIUER.  The preliminary analysis shall specify: (a) USWC's
     conclusions as to whether or not the requested interconnection or access to
     an unbundled Network Element is technically feasible; and (b) any
     objections to qualification of the requested Network Element or
     interconnection under the Act.

         1.    If USWC determines during the 30 day period that a NIUER is not
               technically feasible or that the NIUER otherwise does not qualify
               as a Network Element of interconnection that is required to be
               provided under the Act, USWC shall advise Pac-West as soon as
               reasonably possible of that fact, and USWC shall promptly, but in
               no case later than ten days after making such a determination,
               provide a written report setting forth the basis for its
               conclusion.

         2.    If USWC determines during the thirty day period that the NIUER is
               technically feasible and otherwise qualifies under the Act, it
               shall notify Pac-West in writing of such determination within ten
               days.

         3.    As soon as feasible, but in any case within 90 days after USWC
               notifies Pac-West that the NIUER is technically feasible, USWC
               shall provide to Pac-West a NIUER quote which will include, at a
               minimum, a description of each interconnection and Network
               Element, the quantity to be provided, any interface
               specifications, and the applicable rates (recurring and
               nonrecurring) including the separately stated amortized
               development costs of the interconnection or the network elements
               and any minimum volume and term commitments required to achieve
               amortization of development costs.  An initial payment for
               development cost is

                                                                         Page 57
<PAGE>

               appropriate only where Pac-West is the only conceivable customer
               or where requested quantity is insufficient to provide
               amortization.

E.   If USWC has indicated minimum volume and term commitments, then within 30
     days of its receipt of the NIUER quote, Pac-West must either agree to
     purchase under those commitments, cancel its NIUER, or seek mediation or
     arbitration.

F.   If Pac-West has agreed to minimum volume and term commitments under the
     preceding paragraph, Pac-West may cancel the NIUER or volume and term
     commitment at any time, but in the event of such cancellation Pac-West will
     pay USWC's reasonable development costs incurred in providing the
     interconnection or network element, to the extent that those development
     costs are not otherwise amortized.

G.   If either Party believes that the other Party is not requesting,
     negotiating or processing any NIUER in good faith, or disputes a
     determination, or quoted price or cost, it may seek arbitration or
     mediation under (S)252 of the Act.  Pac-West is not required to use this
     section as the exclusive method of seeking access to interconnection or
     Network Elements.

                                                                         Page 58
<PAGE>

XXIV.  AUDIT PROCESS

     "Audit" shall mean the comprehensive review of:

          A.   data used in the billing process for services performed and
               facilities provided under this Agreement; and

          B.   data relevant to provisioning and maintenance for services
               performed or facilities provided by either of the Parties for
               itself or others that are similar to the services performed or
               facilities provided under this Agreement for interconnection or
               access to unbundled elements.

     The data referred to in subsection (B), above, shall be relevant to any
     performance standards that are adopted in connection with this Agreement,
     through negotiation, arbitration or otherwise.

     This Audit shall take place under the following conditions:

     A.   Either Party may request to perform an Audit.

     B.   The Audit shall occur upon 30 business days written notice by the
          requesting Party to the non-requesting Party.

     C.   The Audit shall occur during normal business hours.

     D.   There shall be no more than one Audit requested by each Party under
          this Agreement in any 12-month period.

     E.   The requesting Party may review the non-requesting Party's records,
          books and documents, as may reasonably contain information relevant to
          the operation of this Agreement.

     F.   The location of the Audit shall be the location where the requested
          records, books and documents are retained in the normal course of
          business.

     G.   All transactions under this Agreement which are over 24 months old
          will be considered accepted and no longer subject to Audit.

     H.   Each Party shall bear its own expenses occasioned by the Audit,
          provided that the expense of any special data collection shall be born
          by the requesting Party.

     I.   The Party requesting the Audit may request that an Audit be conducted
          by a mutually agreed-to independent auditor.  Under this circumstance,
          the costs of the independent auditor shall be paid for by the Party
          requesting the Audit.

     J.   In the event that the non-requesting Party requests that the Audit be
          performed by an independent auditor, the Parties shall mutually agree
          to the selection of the independent auditor.  Under this circumstance,
          the costs of the independent auditor shall be shared equally by the
          Parties.

                                                                         Page 59
<PAGE>

     K.   The Parties agree that if an Audit discloses error(s), the Party
          responsible for the error(s) shall, in a timely manner, undertake
          corrective action for such error(s).

     All information received or reviewed by the requesting Party or the
     independent auditor in connection with the Audit is to be considered
     Proprietary Information as defined by this Agreement.  The non-requesting
     Party reserves the right to require any non-employee who is involved
     directly or indirectly in any Audit or the resolution of its findings as
     described above to execute a nondisclosure agreement satisfactory to the
     non-requesting Party.  To the extent an Audit involves access to
     information of other competitors, Pac-West and USWC will aggregate such
     competitors' data before release to the other Party, to insure the
     protection of the proprietary nature of information of other competitors.
     To the extent a competitor is an affiliate of the party being audited
     (including itself and its subsidiaries), the Parties shall be allowed to
     examine such affiliates' disaggregated data, as required by reasonable
     needs of the audit.

                                                                         Page 60
<PAGE>

XXV. AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES

     The Parties agree that access to the audiotext, mass announcement and
     information services of each Party should be made available to the other
     Party upon execution of an agreement defining terms for billing and
     compensation of such calls.  Services included in this category include 976
     calls, whether flat rated or usage sensitive, intra-LATA 900 services and
     other intra-LATA 976-like services.  Such calls will be routed over the
     Local Interconnection Trunks.

     Pac-West and USWC will work together in good faith to negotiate and
     execute the agreement for billing and compensation for these services
     within 90 days of the execution of this Agreement.  The Parties agree that
     their separate agreement on audiotext and mass announcement services will
     include details concerning the creation, exchange and rating of records,
     all of which will occur without any explicit charge between the Parties, as
     well as a process for the handling of uncollectables so that the
     originating Party does not have any responsibility for uncollectables.

     Until such time that such an agreement is executed, Pac-West may choose
     to block such calls, or Pac-West will agree to back-bill and compensate
     retroactively for such calls once the subsequent agreement is executed
     retroactive to the effective date of this Agreement.

     A.   Usage Sensitive Compensation.
          ----------------------------

               All audiotext and mass announcement calls shall be considered
               toll calls for purposes of reciprocal compensation between the
               Parties. Compensation will be paid based on the compensation for
               toll calls referenced in this Agreement with respect to
               reciprocal compensation between the Parties, except that such
               compensation shall be paid by the Party terminating the call,
               rather than the Party originating the call.

     B.   Billing and Collection Compensation.
          ------------------------------------

               Billing and collection compensation will be dealt with in the
               agreement referenced in this section.

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XXVI.  LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING

There are certain types of calls or types of interconnection that require
exchange of billing records between the Parties, including, for example,
alternate billed and Toll Free Service calls.  The Parties agree that all call
types must be routed between the networks, accounted for, and settled among the
parties.  Certain calls will be handled via the Parties' respective operator
service platforms.  The Parties agree to utilize, where possible and
appropriate, existing accounting and settlement systems to bill, exchange
records and settle revenue.

     A.   The exchange of billing records for alternate billed calls (e.g.,
                                                                      ----
          calling card, bill-to-third number, and collect) will be distributed
          through the existing CMDS processes, unless otherwise separately
          agreed to by the Parties.

     B.   Inter-Company Settlements ("ICS") revenues will be settled through the
          Calling Card and Third Number Settlement System ("CATS").  Each Party
          will provide for its own arrangements for participation in the CATS
          processes, through direct participation or a hosting arrangement with
          a direct participant.

     C.   Non-ICS revenue is defined as collect calls, calling card calls, and
          billed to third number calls which originate on one service provider's
          network and terminate on another service provider's network in the
          same Local Access Transport Area ("LATA").  The Parties agree to
          negotiate and execute an Agreement within 30 days of the execution of
          this Agreement for settlement of non-ICS revenue.  This separate
          arrangement is necessary since existing CATS processes do not permit
          the use of CATS for non-ICS revenue.  The Parties agree that the CMDS
          system can be used to transport the call records for this traffic.

     D.   Both Parties will provide the appropriate call records to the
          intraLATA Toll Free Service Provider, thus permitting the Service
          Provider to bill its subscribers for the inbound Toll Free Service.
          No adjustments to bills via tapes, disks or NDM will be made without
          the mutual agreement of the Parties.

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XXVII. SIGNALING ACCESS TO CALL-RELATED DATABASES

          1.   When Pac-West is purchasing local switching from USWC, USWC will
               provide access via the STP to call related databases used in AIN
               services.  The Parties agree to work in the industry to define
               the mediated access mechanisms for SCP access.  Access to the
               USWC SMS will be provided to CLEC to create, modify, or update
               information in the call related databases, equivalent to the USWC
               access.

          2.   USWC will offer unbundled signaling via LIS-Common Channel
               Signaling Capability (CCSAC). CCSAC service utilizes the SS7
               network and provides access to call-related databases that reside
               at USWC's SCPs, such as the Line Information Database (LIDB) and
               the 800 Database. The access to USWC's SCPs will be mediated via
               the STP Port in order to assure network reliability.

          3.   CCSAC includes:

               a.   Entrance Facility - This element connects Pac-West's
                    signaling point of interface with the USWC serving wire
                    center (SWC).  Pac-West may purchase this element or it may
                    self-provision the entrance facility.  If the entrance
                    facility is self-provisioned, Pac-West would need to
                    purchase collocation and an expanded interconnection channel
                    termination.

               b.   Direct Link Transport (DLT) - This element connects the SWC
                    to the USWC STP.  Pac-West may purchase this element or
                    self-provision transport directly to the STP.  If Pac-West
                    provides the link to the STP, it must purchase collocation
                    and an expanded interconnection channel termination at the
                    STP location.

               c.   STP Port - This element provides the switching function at
                    the STP.  One STP Port is required for each DLT Link.  The
                    Port provides access to the Service Control Point (SCP).

          4.   Access to Advanced Intelligent Network (AIN) functions is
               available only through the STP.

          5.   USWC will provide access to Service Management Systems (SMS)
               through its Service Creation Environment (SCE) on an equivalent
               basis as USWC provides to itself.  SMS allows Pac-West to create
               modify, or update information in call related databases.
               Currently, the SCE process is predominantly manual.

          6.   The pricing for CCSAC service is provided in Appendix A.

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XXVIII.   INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB)

          1.   Description of Line Information Data Base (LIDB).

               Line Information Data Base (LIDB) stores various line numbers and
               Special Billing Number (SBN) data used by operator services
               systems to process and bill calls.  The operator services system
               accesses LIDB data to provide origination line (calling number),
               billing number and termination line (called number) management
               functions.  LIDB is used for calling card validation, fraud
               verification, preferred IC association with the calling card,
               billing or service restrictions and the sub-account information
               to be included on the call's billing record.

          2.   Interfaces.

               Bellcore's GR-446-CORE defines the interface between the
               administration system and LIDB including specific message
               formats. (Bellcore's TR-NWP-000029, Section 10)

          3.   LIDB Access.

               a.   All LIDB queries and responses from operator services
                    systems and end offices are transmitted over a CCS network
                    using a Signaling System 7 (SS7) protocol (TR-NWT-000246,
                    Bell Communications Research Specification of Signaling
                    System 7).

               b.   All LIDB queries and responses from the Public Packet
                    Switched Network (PPSN) nodes are transmitted over one or
                    more PPSN as TR-TSY000301 describes.  The application data
                    needed for processing LIDB data are formatted as TCAP
                    messages.  TCAP messages may be carried as an application
                    level protocol network using SS7 protocols for basic message
                    transport.

               c.   The SCP node provides all protocol and interface support.
                    CLEC SS7 connections will be required to meet Bellcore's
                    GR905.  TR954 and USWC's Technical Publication 77342
                    specifications.

               d.   Non-USWC companies will submit LIDB updates through the
                    exchange carrier service center and the LSS service bureau.
                    These two centers enter information into USWC's service
                    order process interface system, SOPI.

               e.   It is currently USWC's policy to allow LIDB access to non-
                    USWC companies through regional STPs.

          4.   Pricing for LIDB access shall be determined on a case-by-case
               basis.

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XXIX.  CONSTRUCTION CHARGES

       The following terms relating to construction charges are taken from OPUC
       Decision 96-324, Appendix A (Arbitrator's Decision):

          Construction costs are included in the recurring price for the
          particular service.  Allowing USWC to recover construction costs in
          the price and also impose an additional construction charge would
          allow the company to recover the same costs twice.  Furthermore,
          including these costs in the price fairly allocates the cost of
          constructing new facilities to all the competitors.  USWC can address
          the abandonment problem by negotiating term commitments before
          constructing outside plant for Pac-West.  When dealing with
          interconnectors that impose a significant risk of nonpayment, USWC can
          require reasonable security that will assure recovery of costs.  See
          Order No. 96-128.

       The following terms relating to construction charges were directed to be
       added to the above by Section 3 of OPUC Decision 96-324:

          Requiring the customer to pay for construction as an up-front charge
          has two problems.  First, it would require the competitor to pay for
          the service twice:  once in the advance charge and again in the
          recurring charge.  In addition, charging the first competitor for the
          construction imposes all the costs on that entity.  Subsequent
          competitors would be able to request service using the facilities paid
          for by the first competitor.  USWC has not proposed any mechanism that
          avoids these concerns.

          It is clear that USWC is entitled to recover its costs of
          construction.  In situations where recovery through recurring charges
          is uncertain, USWC may take reasonable steps to insure cost recovery.
          For example, in situations involving temporary facilities or
          facilities to be constructed in advance of use, USWC may take
          reasonable steps to insure cost recovery.  Those steps include, but
          are not limited to:  term contracts, bonds or other security, or
          advance payment of construction charges.

          Our decision on this issue is consistent with the FCC Rules and Order
          relating to General Rate Structure, which set out principles for
          analyzing rate structure questions and developing methods of recovery
          of costs.  (See (S) 51.507, (P)(P) 743-754).

       The following terms relating to construction charges were issued as a
       supplement to the above language by OPUC Decision 97-126 (Order on
       Reconsideration):

          As a general matter, the costs of providing a network element or
          service are included in the TELRIC-based price of that element or
          service.  However, where an ILEC incurs additional costs to build or
          modify facilities for the benefit of a requesting carrier, and those
          costs are not included in existing rates, the ILEC is entitled to
          recover such additional costs.  The ILEC has the burden of showing
          that any claimed additional costs are not already recovered through
          its existing rates.

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<PAGE>

          If an ILEC demonstrates that it is entitled to recover additional
          costs to provide facilities on behalf of a requesting carrier, it may
          propose to recover those costs through nonrecurring charges.  However,
          because large up-front charges tend to discourage competition, the
          Commission will attempt to spread cost recovery over a reasonable
          period of time and allocate such costs among all requesting carriers.
          This approach is consistent with that approved by the FCC in 47 C.F.R.
          (S)51.507(e).  See also Order No. 96-283 at 13-14 and Order No. 96-
          325, Appendix A at 11;  FCC Order at (P)(P) 682, 743-752.

                                                                         Page 66
<PAGE>

XXX.   RESALE

       A. Description

          1.   USWC Basic Exchange Telecommunications Service (as defined in
               Section III) will be available for resale from USWC pursuant to
               the Act and will reference terms and conditions (except prices)
               in USWC tariffs, where applicable.  Appendix A lists services
               which are available for resale under this Agreement, and is
               attached and incorporated herein by this reference.

          2.   Certain USWC services are not available for resale under this
               Agreement. USWC's Telecommunication Services which are not
               available for resale are identified in Appendix A.

          3.   Certain USWC services shall be available for resale at prices
               absent a wholesale discount.  Such services include residence
               exchange service, private line, special access and switched
               access services, and packages of services comprised of services
               available for resale separately.  These services are listed in
               Appendix A.

          4.   Pac-West may contest the legality of any resale restrictions in a
               USWC retail tariff through a complaint filed with the State
               Commission.

       B. Scope

          1.   Basic Exchange Telecommunications Service may be resold only  to
               the same class of customer to which USWC sells local Basic
               Exchange Telecommunications Service.  For example:

               a)   Residence service may not be resold to business customers;

               b)   Basic Exchange Telecommunications Service may not be resold
                    as a substitute for switched access service.

          2.   USWC shall bill Pac-West and Pac-West is responsible for all
               applicable charges for the resold services.  Pac-West shall be
               responsible for all charges associated with services that Pac-
               West resells to an end user.

       C. Ordering and Maintenance.

          1.   Pac-West, or Pac-West's agent, shall act as the single point of
               contact for its end users' service needs, including without
               limitation, sales, service design, order taking, provisioning,
               change orders, training, maintenance, trouble reports, repair,
               post-sale servicing, billing, collection and inquiry.  Pac-West
               shall make it clear to its end users that they are customers of
               the Pac-West for resold services.  Pac-West's end users
               contacting USWC will be instructed to contact Pac-West; however,
               nothing in this

                                                                         Page 67
<PAGE>

               Agreement shall be deemed to prohibit USWC from discussing its
               products and services with Pac-West's customers who call USWC for
               any reason.

          2.   Pac-West shall transmit to USWC all information necessary for the
               installation (billing, listing and other information), repair,
               maintenance and post-installation servicing according to USWC's
               standard procedures, as described in the USWC resale operations
               guide that will be provided to Pac-West.  When USWC's end user or
               the end user's new service provider discontinues the end user's
               service in anticipation of moving to another service provider,
               USWC will render its closing bill to end user customer effective
               with the disconnection.  Should Pac-West's end user customer, a
               new service provider or Pac-West request service be discontinued
               to the end user, USWC will issue a bill to Pac-West for that
               portion of the service provided to Pac-West.  USWC will notify
               Pac-West by FAX, EDI, or other processes when end user moves to
               another service provider.  Pac-West shall issue disconnect orders
               to USWC, which shall be coordinated with new connect orders
               issued by the new service provider

          3.   Resold services shall be installed and repaired in a manner
               consistent with USWC's effective tariffs with the same quality
               and timeliness that USWC provides to its own end users.

          4.   Pac-West shall provide USWC and USWC shall provide Pac-West with
               points of contact for order entry, problem resolution and repair
               of the resold services.

          5.   Prior to placing orders on behalf of the USWC customer, Pac-West
               shall be responsible for obtaining and have in its possession a
               Letter of Authorization or Agency (LOA) from the end user.  Pac-
               West shall make LOAs available to USWC upon request.

               Prior to placing orders that will disconnect a line from another
               reseller's account Pac-West is responsible for obtaining all
               information needed to process the disconnect order and re-
               establish the service on behalf of the end user.  If Pac-West is
               displaced by another reseller or service provider, Pac-West is
               responsible for coordination with the other reseller or service
               provider.  Should an end user dispute or a discrepancy arise
               regarding the authority of Pac-West to act on behalf of the end
               user, Pac-West is responsible for providing written evidence of
               its authority to USWC within three (3) business days.  If there
               is a conflict between the end user designation and Pac-West's
               written evidence or its authority, USWC shall honor the
               designation of the end user and change the end user back to the
               previous service provider.  If Pac-West does not provide the LOA
               within three (3) business days, or if the end user disputes the
               authority of the LOA, then Pac-West must, by the end of the third
               business day:

                                                                         Page 68
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                    a)  notify USWC to change the end user back to the previous
                        reseller or service provider, and

                    b)  provide any end user information and billing records
                        Pac-West has obtained relating to the end user to the
                        previous reseller, and

                    c)  notify the end user and USWC that the change has been
                        made, and

                    d)  remit to USWC a slamming charge as provided in Appendix
                        A as compensation for the change back to the previous
                        reseller or service provider.

          6.   Pac-West shall designate the Primary Interexchange Carrier (PIC)
               assignments on behalf of its end users for interLATA services and
               intraLATA services when intraLATA presubscription is implemented.

     D.   Pac-West Responsibilities

          1.   Pac-West must send USWC complete and accurate end-user listing
               information for Directory Assistance, Directory, and 911
               Emergency Services using the established processes of USWC.  Pac-
               West must provide to USWC accurate end-user information to ensure
               appropriate listings in any databases in which USWC is required
               to retain and/or maintain end-user information.  USWC assumes no
               liability for the accuracy of information provided by Pac-West.

          2.   Pac-West may not reserve blocks of USWC telephone numbers, except
               as allowed by tariffs.

          3.   Pac-West is liable for all fraud associated with service to its
               end-users and accounts.  USWC takes no responsibility, and will
               make no adjustments to Pac-West's account in cases of fraud.  The
               Parties will cooperate in the prevention and investigation of
               fraudulent use of resold services.

          4.   This agreement does not address the resale of USWC provided
               calling cards.

          4.   Pac-West will provide a three year forecast within ninety (90)
               days of signing this Agreement.  The forecast shall be updated
               and provided to USWC on a quarterly basis in as specified in
               Appendix B.  The initial forecast will provide:

                    .  The date service will be offered (by city and/or state)
                    .  The type and quantity of service(s) which will be offered
                    .  Pac-West's anticipated order volume

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                    .  Pac-West's key contact personnel

          5.   In the event USWC terminates the provisioning of any resold
               services to Pac-West for any reason, Pac-West shall be
               responsible for providing any and all necessary notice to its end
               users of the termination.  In no case shall USWC be responsible
               for providing such notice.

     E.   Rates and Charges

          1.   Resold services as listed in Appendix A are available for resale
               at the applicable resale tariff rates or at the rates or at the
               wholesale discount levels set forth in Appendix A.

          2.   If the resold services are purchased pursuant to Tariffs and the
               Tariff rates change, charges billed to Pac-West for such services
               will be based upon the new Tariff rates less the applicable
               wholesale discount as agreed to herein.  The new rate will be
               effective upon the Tariff effective date.

          3.   A Customer Transfer Charge (CTC) as specified in Appendix A
               applies when transferring any existing account or lines to Pac-
               West.

          4.   A Subscriber Line Charge (SLC) will continue to be paid by Pac-
               West without discount for each local exchange line resold under
               this Agreement.  All federal and state rules and regulations
               associated with SLC as found in the applicable tariffs also
               apply.

          5.   Pac-West will pay to USWC the PIC change charge without discount
               associated with Pac-West end user changes of inter-exchange or
               intraLATA carriers.

          6.   Pac-West agrees to pay USWC when its end user activates any
               services or features that are billed on a per use or per
               activation basis (e.g., continuous redial, last call return, call
               back calling, call trace, etc.).  USWC shall provide Pac-West
               with detailed billing information (per applicable OBF standards,
               if any) as necessary to permit Pac-West to bill its end users
               such charges.

          7.   To the extent such charges apply to USWC's retail customers,
               special construction charges, line extension charges, and land
               development agreements may apply to Pac-West, as detailed in
               individual state tariffs regarding end user obligations for
               construction charges.  Specifically, special construction charges
               will be applicable where, at the request of Pac-West on behalf of
               its customers, USWC constructs a greater quantity of facilities
               than that which USWC would otherwise construct or normally
               utilize.

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          8.   Nonrecurring charges will be billed at the applicable Tariff
               rates, less the appropriate wholesale discount.

          9.   As part of the resold line, USWC provides operator services,
               directory assistance, and IntraLATA long distance with standard
               USWC branding.  At the request of Pac-West and where technically
               feasible USWC will rebrand operator services and directory
               assistance in Pac-West's name, provided the costs associated with
               such rebranding are paid by Pac-West.  Pac-West will have the
               option of obtaining such services on an unbranded basis, at no
               additional cost for "unbranding" the service.

          10.  USWC will address all Pac-West requests for ancillary resale
               systems, programs, and initiatives on an individual case basis.

     F.   Directory Listings

          As part of each resold line, USWC will accept at no charge one primary
          listing for each main telephone number belonging to Pac-West's end
          user customer based on end user information provided to USWC by Pac-
          West.  USWC will place Pac-West's listings in USWC's directory listing
          database for directory assistance purposes and will make listings
          available to directory publishers and to other third parties.
          Additional terms and conditions with respect to directory listings are
          described in Section XV, Directory Listings, herein..

     G.   Deposit

          1.   USWC may require Pac-West to make a suitable deposit to be held
               by USWC as a guarantee of the payment of charges.  Any deposit
               required of an existing reseller is due and payable within ten
               days after the requirement is imposed.  The amount of the deposit
               shall be the estimated charges for the resold service which will
               accrue for a two-month period.  Interest on the deposit shall be
               accumulated by USWC at a rate equal to the federal discount rate,
               as published in the Wall Street Journal from time to time.

          2.   When the service is terminated, or when Pac-West has established
               satisfactory credit, the amount of the initial or additional
               deposit, with any interest due, will, at Pac-West's option,
               either be credited to Pac-West's account or refunded.
               Satisfactory credit for a reseller is defined as twelve
               consecutive months service as a reseller without a termination
               for nonpayment and with no more than one notification of intent
               to terminate Service for nonpayment.

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     H.   Payment

          1.   Amounts payable under this Agreement are due and payable within
               thirty (30) days after the date of USWC's invoice.

          2.   A late payment charge of 1.5% applies to all billed balances
               which are not paid by the billing date shown on the next bill.
               To the extent Pac-West pays the billed balance on time, but the
               amount of the billed balance is disputed by Pac-West, and, it is
               later determined that a refund is due Pac-West, interest shall be
               payable on the refunded amount in the amount of 1.5% per month.

          3.   USWC may discontinue processing orders for the failure by Pac-
               West to make full payment for the resold services provided under
               this Agreement within thirty (30) days of Pac-West's receipt of
               bill.

          4.   USWC may disconnect for the failure by Pac-West to make full
               payment for the resold services provided under this Agreement
               within sixty (60) days of Pac-West's receipt of bill.

          5.   Collection procedures and the requirements for deposit are
               unaffected by the application of a late payment charge.

          6.   In the event USWC terminates the provisioning of any resold
               services to Pac-West for any reason, Pac-West shall be
               responsible for providing any and all necessary notice to its end
               users of the termination.  In no case shall USWC be responsible
               for providing such notice.

          7.   USWC shall bill all amounts due from Pac-West for each resold
               service in accordance with the terms and conditions as specified
               in the USWC tariff.

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XXXI.  UNBUNDLED ACCESS/ELEMENTS

     A.  General Terms

         1.  USWC agrees to provide the following unbundled network elements
             which are addressed in more detail in later sections of this
             agreement: 1) local loop, 2) local and tandem switches (including
             all vertical switching features provided by such switches, 3)
             interoffice transmission facilities, 4) network interface devices,
             5) signaling and call-related database facilities, 6) operations
             support systems functions, and 7) operator and directory assistance
             facilities.

         2.  (deleted)/6/

         3.  USWC will not restrict the types of telecommunications services
             Pac-West may offer through unbundled elements, nor will it restrict
             Pac-West from combining elements with any technically compatible
             equipment the Pac-West owns. USWC will provide Pac-West with all of
             the functionalities of a particular element, so that Pac-West can
             provide any telecommunications services that can be offered by
             means of the element. USWC agrees to perform and Pac-West agrees to
             pay for the functions necessary to combine requested elements in
             any technically feasible manner either with other elements from
             USWC's network, or with elements possessed by Pac-West. However,
             USWC need not combine network elements in any manner requested if
             not technically feasible, but must combine elements ordinarily
             combined in its network in the manner they are typically combined.

     B.  Description of Unbundled Elements

     1.  Tandem Switching

               USWC will provide a tandem switching element on an unbundled
               basis.  The tandem switch element includes the facilities
               connecting the trunk distribution frames to the switch, and all
               the functions of the switch itself, including those facilities
               that establish a temporary transmission path between two other
               switches.  The definition of the tandem switching element also
               includes the functions that are centralized in tandems rather
               than in separate end office switches, such as call recording, the
               routing of calls to operator services, and signaling conversion
               functions.

     2.  Transport

               USWC will provide unbundled access to shared transmission
               facilities between end offices and the tandem switch.  Further,
               USWC will provide unbundled access to dedicated transmission
               facilities between its central

_____________________
/6/  Paragraph 2 was deleted pursuant to OPUC Decision 96-324, Appendix A
     (Arbitrator's Decision).

                                                                         Page 73
<PAGE>

               offices or between such offices and those of competing carriers.
               This includes, at a minimum, interoffice facilities between end
               offices and serving wire centers (SWCs), SWCs and IXC POPs,
               tandem switches and SWCs, end offices or tandems of USWC , and
               the wire centers of USWC and requesting carriers. USWC will also
               provide all technically feasible transmission capabilities, such
               as DS1, DS3, and Optical Carrier levels (e.g. OC-3/12/48/96) that
               Pac-West could use to provide telecommunications services.

     3.  Digital Cross Connect System.

               USWC will provide Pac-West with access to mutually agreed upon
               digital cross-connect system (DCS) points.

     4.  Unbundled Loops

               a.   Service Description

                    i.   An Unbundled Loop establishes a transmission path
                         between the USWC distribution frame (or equivalent) up
                         to, and including, USWC's network interface device
                         (NID).  For existing loops, the inside wire connection
                         to the NID will remain intact.

                    ii.  Basic Unbundled Loops are available as a two-wire or
                         four-wire, point-to-point configuration suitable for
                         local exchange type services within the analog voice
                         frequency range of 300 to 3000 Hz.  For the two-wire
                         configuration, Pac-West is requested to specify loop
                         start, ground start or loop reverse battery options.
                         The actual loop facilities that provide this service
                         may utilize various technologies or combinations of
                         technologies.  Basic Unbundled Loops provide an analog
                         facility to Pac-West.

                         (a)  To the extent Pac-West requires an Unbundled Loop
                              to provide ISDN, HDSL, ADSL or DS1 service, such
                              requirements will be identified on the order for
                              Unbundled Loop Service.  Conditioning charges will
                              apply, as required, to condition such loops to
                              ensure the necessary transmission standard.

                         (b)  Specific channel performance options for the loops
                              can be ordered by identifying the Network Channel
                              (NC)/Network Channel Interface (NCI) for the
                              functions desired.  USWC will provide Pac-West
                              with the available NC/NCI codes and their
                              descriptions.

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               b.   Unbundled Loops are provided in accordance with the
                    specifications, interfaces and parameters described in the
                    appropriate Technical Reference Publications.  USWC's sole
                    obligation is to provide and maintain Unbundled Loops in
                    accordance with such specifications, interfaces and
                    parameters.  USWC does not warrant that Unbundled Loops are
                    compatible with any specific facilities or equipment or can
                    be used for any particular purpose or service.  Transmission
                    characteristics may vary depending on the distance between
                    Pac-West's end user and USWC's end office and may vary due
                    to characteristics inherent in the physical network.  USWC,
                    in order to properly maintain and modernize the network, may
                    make necessary modifications and changes to the network
                    elements in its network on an as needed basis.  Such changes
                    may result in minor changes to transmission parameters.
                    Changes that affect network interoperability require advance
                    notice pursuant to Section XIX, Notice of Changes, herein.

               c.   Facilities and lines furnished by USWC on the premises of
                    Pac-West's end user and up to the NID or equivalent are the
                    property of USWC.  USWC must have access to all such
                    facilities for network management purposes.  USWC's
                    employees and agents may enter said premises at any
                    reasonable hour to test and inspect such facilities and
                    lines in connection with such purposes or upon termination
                    or cancellation of the Unbundled Loop Service to remove such
                    facilities and lines.  The Parties agree to explore issues
                    surrounding the extension of Unbundled Loops beyond the NID.

               d.   Unbundled Loops include the facilities between the USWC
                    distribution frame up to and including USWC's NID located at
                    Pac-West's end user premise.  The connection between the
                    distribution frame and Pac-West facilities is accomplished
                    via channel terminations that can be ordered in conjunction
                    with either Collocation or Unbundled Interoffice Transport
                    Service.

               e.   Ordering and Maintenance.

                    i.   For the purposes of loop assignment, tracking, and
                         dispute resolution, USWC will require a Letter of
                         Authorization for each existing USWC end user for which
                         Pac-West has requested reassignment of the loop serving
                         that end user.

                    ii.  If there is a conflict between an end user (and/or its
                         respective agent) and Pac-West regarding the
                         disconnection or provision of Unbundled Loops, USWC
                         will honor the latest dated Letter of Authorization
                         designating an agent by the end user or its respective
                         agent.  If the end user's service has not been
                         disconnected and

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                         Unbundled Loop Service is not yet established, Pac-West
                         will be responsible to pay the nonrecurring charge as
                         set forth herein. If the end user's service has been
                         disconnected and the end user's service is to be
                         restored with USWC, Pac-West will be responsible to pay
                         the applicable nonrecurring charges as set forth in
                         USWC's applicable tariff, to restore the end user's
                         prior service with USWC.

                    iii. Pac-West is responsible for its own end user base and
                         will have the responsibility for resolution of any
                         service trouble report(s) from its customers.  USWC
                         will work cooperatively with Pac-West to resolve
                         trouble reports when the trouble condition has been
                         isolated and found to be within a portion of USWC's
                         network.  Pac-West must provide to USWC switch-based
                         test results when testing its customer's trouble prior
                         to USWC performing any repair functions.  The Parties
                         will cooperate in developing mutually acceptable test
                         report standards.  USWC shall provide Pac-West with
                         Maintenance of service charges in accordance with
                         applicable time and material charges in USWC tariffs
                         will apply when the trouble is not in USWC's network.

                    iv.  Pac-West will be responsible to submit to USWC a
                         disconnect order for a Unbundled Loop that is
                         relinquished by the end user due to cessation of
                         service. Unbundled Loop facilities will be returned to
                         USWC when the disconnect order is complete.  In the
                         event of transfer of the end user's service from one
                         provider to another, the new provider will issue a
                         request for transfer of service, resulting in the
                         appropriate disconnect/reconnection of service.

                    v.   The installation due date is a negotiated item.  For
                         related orders, new connects will be physically worked
                         within the same calendar day.

                    vi.  When ordering Unbundled Loops, Pac-West is responsible
                         for obtaining or providing facilities and equipment
                         that are compatible with the service.

                    vii.  Pac-West will have responsibility for testing the
                         equipment, network facilities and the Unbundled Loop
                         facility.  If USWC performs tests of the Unbundled Loop
                         facility at Pac-West's request, and the fault is not in
                         the USWC facilities, a charge shall apply.

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                    viii. Pac-West will be responsible for providing battery
                          and dial tone to its connection point two days prior
                          to the due date on the service order.

                    ix.   The following procedures shall apply to Unbundled
                          Loops ordered with the option of Basic Testing at
                          Coordinated Time:

                          (a)  On each Unbundled Loop order, Pac-West and USWC
                               will agree on a cutover time at least 48 hours
                               before that cutover time. The cutover time will
                               be defined as a 30 minute window within which
                               both the Pac-West and USWC personnel will make
                               telephone contact to complete the cutover.

                          (b)  Within the appointed 30 minute cutover time, the
                               Pac-West person will call the USWC person
                               designated to perform cross-connection work and
                               when the USWC person is reached in that interval
                               such work will be promptly performed. If the Pac-
                               West person fails to call or is not ready within
                               the appointed interval, and if Pac-West had not
                               called to reschedule the work at least 2 hours
                               prior to the start of the interval, USWC and Pac-
                               West will reschedule the work order and Pac-West
                               will pay the non-recurring charge for the
                               Unbundled Loops scheduled for the missed
                               appointment. In addition, non-recurring charges
                               for the rescheduled appointment will apply. If
                               the USWC person is not available or not ready at
                               any time during the 30 minute interval, Pac-West
                               and USWC will reschedule and USWC will waive the
                               non-recurring charge for the Unbounded Loops
                               scheduled for that interval. The standard time
                               expected from disconnection of service on a line
                               to the connection of the Unbundled Loop to the
                               Pac-West Collocation Service is 5 minutes. If
                               USWC causes a line to be out of service due
                               solely to its failure for more than 15 minutes,
                               USWC will waive the non-recurring charge for that
                               Unbundled Loop. If unusual or unexpected
                               circumstances prolong or extend the time required
                               to accomplish the coordinated cut-over, the Party
                               responsible for such circumstances is responsible
                               for the reasonable labor charges of the other
                               Party. Delays caused by the customer are the
                               responsibility of Pac-West. In addition, if Pac-
                               West has ordered INP as a part of the Unbundled
                               Loop installation, USWC will coordinate
                               implementation of INP with the Unbundled Loop

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                                   installation; provided, separate INP
                                   installation charges will apply.

                     xx..     Pac-West and USWC will work cooperatively to
                              develop forecasts for Unbundled Loop service. USWC
                              requests an eighteen month forecast of Unbundled
                              Loop service. The forecast will include the
                              specific serving Wire Center that will be
                              requested, plus the specific quantity of each
                              service desired. The forecast will be updated
                              quarterly, and will be treated as Pac-West
                              confidential information.

               f.   Appendix A contains the rate information for Unbundled
                    Loops.

               g.   If applicable, the New Interconnection/Unbundled Element
                    Request Process will apply as detailed in Section XXIII of
                    this Agreement.

               h.   For issues related to construction charges, see Section XXIX
                    of this Agreement.

     5.  Local Switching Elements

               The switching network element includes facilities that are
               associated with the line (e.g., the line card), facilities that
               are involved with switching the call, and facilities used for
               custom routing.  USWC will provide the local switching element to
               Pac-West pursuant to the Network Interconnection/Unbundled
               Element Request Process described in Section XXIII herein.


     6.  Network Interface Device (NID)

               a.   Service Description.

                    A device wired between a telephone protector and the inside
                    wiring to isolate the customer's equipment from the network
                    at the subscriber's premises.  It is a device for the
                    termination of inside wire that is available in single and
                    multiple pair configurations.

               b.   Pac-West may connect its loops, via its own NID, to the USWC
                    NID.

               c.   Any costs associated with Pac-West connecting its NID to
                    USWC's NID, will be the responsibility of Pac-West.

               d.   Connecting Pac-West's loop directly to the USWC NID is
                    prohibited.

                                                                         Page 78
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               e.   If Pac-West purchases an unbundled loop, Pac-West may
                    provide its own NID or have USWC provide the NID.

               f.   The price for access to the NID will be provided on a case-
                    by-case basis.

     7.  Additional Unbundled Elements

               USWC shall provide nondiscriminatory access to, and where
               appropriate, development of additional unbundled network elements
               not covered in this Agreement in response to specific requests
               therefor, pursuant to the New Interconnection/Unbundled Element
               Request Process detailed in Section XXIII of this Agreement.

                                                                         Page 79
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XXXII. SERVICE STANDARDS

     A.   Definitions

          When used in this Section, the following terms shall have the meanings
          indicated.

          1.   "Specified Performance Commitment" means the commitment by USWC
               to meet the Performance Criteria for any Specified Activity
               during the Specified Review Period.

          2.   "Specified Activity" means any of the following activities:

               a)  The installation by USWC of Unbundled Loops for Pac-West
                   ("Unbundled Loop Installation");

               b)  USWC's provision of Interim Number Portability ("INP
                   Installation") to Pac-West;

               c)  The repair of USWC service provided to Pac-West ("Out of
                   Service Repairs"); or

               d)  The installation by USWC of interconnection trunks for the
                   mutual exchange of local exchange traffic with Pac-West ("LIS
                   Trunk Installation")

          3.   "Performance Criteria" means, with respect to a Specified Review
               Period (i.e., a calendar month or quarter), the performance by
               USWC for the specified activities for Pac-West will meet or
               exceed the average performance by USWC for the total universe of
               specified activities.


     B.   Failure to Meet the Performance Criteria.  If during a Specified
          Review Period, USWC fails to meet the performance criteria, USWC will
          use its best efforts to meet the Performance Criteria for the next
          Specified Review Period.  If USWC fails to meet the performance
          criteria for two consecutive periods, the Parties agree, in good
          faith, to attempt to resolve such issues through negotiation or non-
          binding arbitration.  This paragraph shall not be construed to waive
          either Party's right to seek legal or regulatory intervention as
          provided by state or federal law.  Pac-West may seek regulatory or
          other legal relief including requests for specific performance of
          USWC's obligations under this Agreement.

     C.   Limitations.  USWC's failure to meet or exceed and of the Performance
          Criteria can not be as a result, directly or indirectly, of a Delaying
          Event.  A "Delaying Event" means (a) a failure by Pac-West to perform
          any of its obligations set forth in this Agreement, (b) any delay, act
          or failure to act by a Customer, agent of subcontractor of Pac-West or
          (c) any Force Majeure Event.  If a Delaying Event prevents USWC from
          performing a Specified Activity, then such Specified

                                                                         Page 80
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          Activity shall be excluded from the calculation of USWC's compliance
          with the Performance Criteria.

     D.   Records.  USWC shall maintain complete and accurate records, for the
          Specified Review Period of its performance under this Agreement for
          each Specified Activity and its compliance with the Performance
          Criteria.  USWC shall provide to Pac-West such records in a self-
          reporting format.  The parties agree that such records shall be deemed
          "Proprietary Information".

                                                                         Page 81
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XXXIII.  IMPLEMENTATION SCHEDULE

          Within 4 months from the date of final approval of this Agreement, the
          Parties agree to make a good faith effort to complete each of the
          following interconnection arrangements:

               a)   Two-way trunk groups, as listed in Section VI, Paragraph
                    G(2) herein, necessary for the mutual exchange of traffic.

               b)   E-911 Trunking and database access;

               c)   SS7 Interconnection and Certification;

               d)   Directory Listings Arrangements and Directory Assistance
                    Interconnection;

               e)   Access to Unbundled Loops in at least one wire center;

               f)   Completion of Physical Collocation arrangements in at least
                    one USWC wire center.

               g)   Completion of inter-carrier billing arrangements necessary
                    for the joint provision of switched access services and for
                    reciprocal traffic exchange.

          The Parties have agreed to commence discussion of these and other
          implementation issues by November 1, 1996 to facilitate the above
          implementation schedule.

                                                                         Page 82
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XXXIV.    MISCELLANEOUS TERMS

     A.   General Provisions

     1)  Each Party shall use its best efforts to comply with the Implementation
         Schedule.

     2)  Each Party is individually responsible to provide facilities within its
         network which are necessary for routing, transporting, measuring, and
         billing traffic from the other Party's network and for delivering such
         traffic to the other Party's network in the standard format compatible
         with Pac-West' network and to terminate the traffic it receives in that
         standard format or the proper address on its network. Such facility
         shall be designed based upon the description and forecasts provided
         under this Agreement. The Parties are each solely responsible for
         participation in and compliance with national network plans, including
         the National Network Security Plan and the Emergency Preparedness Plan.

     3)  Neither Party shall use any service related to or use any of the
         services provided in this Agreement in any manner that interferes with
         other persons in the use of their service, prevents other persons from
         using their service, or otherwise impairs the quality of service to
         other carriers or to either Party's Customers, and each Party may
         discontinue or refuse service if the other Party violates this
         provision Upon such violation, either Party shall provide the other
         Party notice of such violation, if practicable, at the earliest
         practicable time.

     4)  Each Party is solely responsible for the services it provides to its
         Customers and to other Telecommunications Carriers.

     5)  The parties shall work cooperatively to minimize fraud associated with
         third-number billed calls, calling card calls, and any other services
         related to this Agreement.

     B.   Most Favored Nation Terms and Treatment

          The parties agree that the provisions of Section 252(i) of the Act
          shall apply, including state and federal interpretive regulations in
          effect from time to time.

     C.   Letter of Authorization

          Where so indicated in specific sections of this Agreement, Pac-West is
          responsible to have a Letter of Authorization.  Pac-West is solely
          responsible to obtain authorization from its end user for the handling
          of the disconnection of the end user's service with USWC, the
          provision of service by Pac-West, and the provision of Unbundled Loops
          and all other ancillary services.  Should a dispute or discrepancy
          arise regarding the authority of Pac-West to act on behalf of the end
          user, Pac-West is responsible for providing written evidence of its
          authority to USWC.

                                                                         Page 83
<PAGE>

     D.   Payment

          1.   Amounts payable under this Agreement are due and payable within
               thirty (30) days after the date of invoice.

          2.   Unless otherwise specified, any amount due and not paid by the
               due date stated above shall be subject to a late charge equal to
               either i) 0.03 percent per day compounded daily for the number of
               calendar days from the payment due date to and including, the
               date of payment, that would result in an annual percentage rate
               of 12% or ii) the highest lawful rate, whichever is less.  If
               late payment charges for services are not permitted by local
               jurisdiction, this provision shall not apply.

     E.   Taxes

               Each party purchasing services hereunder shall pay or otherwise
          be responsible for all federal, state, or local sales, use, excise,
          gross receipts, transaction or similar taxes, fees or surcharges
          levied against or upon such purchasing Party (or the providing Party
          when such providing Party is permitted to pass along to the purchasing
          Party such taxes, fees or surcharges), except for any tax on either
          Party's corporate existence, status or income. Whenever possible,
          these amounts shall be billed as a separate item on the invoice. To
          the extent a sale is claimed to be for resale tax exemption, the
          purchasing Party shall furnish the providing Party a proper resale tax
          exemption certificate as authorized or required by statute or
          regulation by the jurisdiction providing said resale tax exemption.
          Failure to timely provide said resale tax exemption certificate will
          result in no exemption being available to the purchasing Party.

     F.   Intellectual Property

          1.   Each Party hereby grants to the other Party the limited, personal
               and nonexclusive right and license to use its patents, copyrights
               and trade secrets but only to the extent necessary to implement
               this Agreement or specifically required by the then applicable
               federal and state rules and regulations relating to
               interconnection and access to telecommunications facilities and
               services, and for no other purposes.  Nothing in this Agreement
               shall be construed as the grant to the other Party of any rights
               or licenses to trademarks.

          2.   The rights and licenses under Section F. 1. above are granted "AS
               IS" and the other Party's exercise of any such right and license
               shall be at the sole and exclusive risk of the other Party.
               Neither Party shall have any obligation to defend, indemnify or
               hold harmless, or acquire any license or right for the benefit
               of, or owe any other obligation or have any liability to, the
               other based on or arising from any claim, demand, or proceeding
               (hereinafter "claim") by any third party alleging or asserting
               that the use of any circuit, apparatus, or system, or the use of
               any software, or the performance of any service or method, or the
               provision of

                                                                         Page 84
<PAGE>

               any facilities by either Party under this Agreement constitutes
               infringement, or misuse or misappropriation of any patent,
               copyright, trade secret, or any other proprietary or intellectual
               property right of any third party.

          3.   Pac-West shall not, without the express written permission of
               USWC, state or imply that;  1)  Pac-West is connected, or in any
               way affiliated with USWC or its affiliates,  2)  Pac-West is part
               of a joint business association or any similar arrangement with
               USWC or its affiliates,  3)  USWC and its affiliates are in any
               way sponsoring, endorsing or certifying Pac-West and its goods
               and services, or  4)  with respect to Pac-West advertising or
               promotional activities or materials, that the resold goods and
               services are in any way associated with or originated from USWC
               or any of its affiliates.  Nothing in this paragraph shall
               prevent Pac-West from truthfully describing the network elements
               it uses to provide service to its customers.

     G.   Severability

          The Parties recognize that the FCC is promulgating rules addressing
          issues contained in this Agreement.  In the event that any one or more
          of the provisions contained herein shall for any reason be held to be
          unenforceable in any respect under law or regulation, the parties will
          negotiate in good faith for replacement language.  If replacement
          language cannot be agreed upon, either party may seek regulatory
          intervention, including negotiations pursuant to Sections 251 and 252
          of the Act.

     H.   Responsibility for Environmental Contamination.

          Neither Party shall be liable to the other for any costs whatsoever
          resulting from the presence or Release of any Environmental Hazard
          that either Party did not introduce to the affected Work Location.
          Both Parties shall defend and hold harmless the other, its officers,
          directors and employees from and against any losses, damages, claims,
          demands, suits, liabilities, fines, penalties and expenses (including
          reasonable attorneys' fees) that arise out of or result from (i) any
          Environmental Hazard that the indemnifying party, its contractors or
          agents introduce to the Work Locations or (ii) the presence or Release
          of any Environmental Hazard for which the indemnifying party is
          responsible under Applicable Law.

     I.   Responsibility of Each Party

          Each Party is an independent contractor, and has and hereby retains
          the right to exercise full control of and supervision over its own
          performance of its obligations under this Agreement and retains full
          control over the employment, direction, compensation and discharge of
          all employees assisting in the performance of such obligations.  Each
          Party will be solely responsible for all matters relating to payment
          of such employees, including compliance with social security taxes,
          withholding taxes and all other regulations governing such

                                                                         Page 85
<PAGE>

          matters. Each Party will be solely responsible for proper handling,
          storage, transport and disposal at its own expense of all (i)
          substances or materials that it or its contractors or agents bring to,
          create or assume control over at work locations or, (ii) waste
          resulting therefrom or otherwise generated in connection with its or
          its contractors' or agents' activities at the work locations. Subject
          to the limitations on liability and except as otherwise provided in
          this Agreement, each Party shall be responsible for (i) its own acts
          and performance of all obligations imposed by applicable law in
          connection with its activities, legal status and property, real or
          personal and, (ii) the acts of its own affiliates, employees, agents
          and contractors during the performance of that Party's obligations
          hereunder.


     J.   Referenced Documents

          All references to Sections, Exhibits, and Schedules shall be deemed to
          be references to Sections of, and Exhibits and Schedules to, this
          Agreement unless the context shall otherwise require.  Whenever any
          provision of this Agreement refers to a technical reference, technical
          publication, Pac-West practice, USWC practice, any publication of
          telecommunications industry administrative or technical standards, or
          any other document specifically incorporated into this agreement, it
          will be deemed to be a reference to the most recent version or edition
          (including any amendments, supplements, addenda, or successors) or
          such document that is in effect, and will include the most recent
          version or edition (including any amendments, supplements, addenda, or
          successors) or each document incorporated by reference in such a
          technical reference, technical publication, Pac-West practice, USWC
          practice, or publication of industry standards (unless Pac-West elects
          otherwise).  Should there by any inconsistency between or among
          publications or standards, Pac-West shall elect which requirement
          shall apply.

     K.   Publicity and Advertising

          Neither party shall publish or use any advertising, sales promotions
          or other publicity materials that use the other party's logo,
          trademarks or service marks without the prior written approval of the
          other party.

     L.   Executed in Counterparts

          This Agreement may be executed in any number of counterparts, each of
          which shall be deemed an original; but such counterparts shall
          together constitute one and the same instrument.

     M.   Headings of No Force or Effect

          The headings of Articles and Sections of this Agreement are for
          convenience of reference only, and shall in no way define, modify or
          restrict the meaning or interpretation of the terms or provisions of
          this Agreement.

                                                                         Page 86
<PAGE>

     N.   Entire Agreement

          This Agreement constitutes the entire agreement between the Parties
          and supersedes all prior oral or written agreements, representations,
          statements, negotiations, understandings, proposals and undertakings
          with respect to the subject matter hereof.

     O.   Joint Work Product.

          This Agreement is the joint work product of the Parties and has been
          negotiated by the Parties and their respective counsel and shall be
          fairly interpreted in accordance with its terms and, in the event of
          any ambiguities, no inferences shall be drawn against either Party.

     P.   Disclaimer of Agency

          Except for provisions herein expressly authorizing a Party to act for
          another, nothing in this Agreement shall constitute a Party as a legal
          representative or agent of the other Party, nor shall a Party have the
          right or authority to assume, create or incur any liability or any
          obligation of any kind, express or implied, against or in the name or
          on behalf of the other Party unless otherwise expressly permitted by
          such other Party  Except as otherwise expressly provided in this
          Agreement, no Party undertakes to perform any obligation of the other
          Party whether regulatory or contractual, or to assume any
          responsibility for the management of the other Party's business.

     Q.   Survival

          The Parties' obligations under this Agreement which by their nature
          are intended to continue beyond the termination or expiration of this
          Agreement shall survive the termination or expiration of this
          Agreement.

     R.   Effective Date

          This Agreement shall become effective pursuant to Sections 251 and 252
          of the Act.

     S.   Amendment of Agreement

          Pac-West and USWC may mutually agree to amend this Agreement in
          writing.  Since it is possible that amendments to this Agreement may
          be needed to fully satisfy the purposes and objectives of this
          Agreement, the Parties agree to work cooperatively, promptly and in
          good faith to negotiate and implement any such additions, changes and
          corrections to this Agreement.

                                                                         Page 87
<PAGE>

     T.   Indemnity


          1.   Each of the Parties agrees to release, indemnify, defend and hold
               harmless the other Party and each of its officers, directors,
               employees and agents (each an "Indemnitee") from and against and
               in respect of any loss, debt, liability, damage, obligation,
               claim, demand, judgment or settlement of any nature or kind,
               known or unknown, liquidated or unliquidated including, but not
               limited to, costs and attorneys' fees, whether suffered, made,
               instituted, or asserted by any other party or person, for
               invasion of privacy, personal injury to or death of any person or
               persons, or for loss, damage to, or destruction of property,
               whether or not owned by others, resulting from the indemnifying
               Party's performance, breach of Applicable Law, or status of its
               employees, agents and subcontractors; or for failure to perform
               under this Agreement, regardless of the form of action.

          2.  The indemnification provided herein shall be conditioned upon:

               a.   The indemnified Party shall promptly notify the indemnifying
                    Party of any action taken against the indemnified Party
                    relating to the indemnification.  Failure to so notify the
                    Indemnifying Party shall not relieve the Indemnifying Party
                    of any liability that the Indemnifying Party might have,
                    except to the extent that such failure prejudices the
                    Indemnifying Party's ability to defend such claim.

               b.   The indemnifying Party shall have sole authority to defend
                    any such action, including the selection of legal counsel,
                    and the indemnified Party may engage separate legal counsel
                    only at its sole cost and expense.

               c.   In no event shall the indemnifying Party settle or consent
                    to any judgment pertaining to any such action without the
                    prior written consent of the indemnified Party.

     U.   Limitation of Liability

          1)  Except as otherwise provided in the indemnity section, no Party
              shall be liable to the other Party for any Loss, defect or
              equipment failure caused by the conduct of the other Party, the
              other Party's agents, servants, contractors or others acting in
              aid or concert with the other Party.

          2)  Except for Losses alleged or made by a Customer of either Party,
              in the case of any Loss arising from the negligence or willful
              misconduct of both Parties, each Party shall bear, and its
              obligations under this Section shall be limited to, that portion
              (as mutually agreed to by the Parties) of the resulting expense

                                                                         Page 88
<PAGE>

              caused by its (including that of its agents, servants, contractors
              or others acting in aid or concert with it) negligence or willful
              misconduct.

          3)  Except for indemnity obligations, each Party's liability to the
              other Party for any Loss relating to or arising out of any
              negligent act or omission in its performance of this Agreement,
              whether in contract or in tort, shall be limited to the total
              amount that is or would have been charged to the other Party by
              such negligent or breaching Party for the service(s) or
              function(s) not performed or improperly performed.

          4)  In no event shall either Party have any liability whatsoever to
              the other Party for any indirect, special, consequential,
              incidental or punitive damages, including but not limited to loss
              of anticipated profits or revenue or other economic loss in
              connection with or arising from anything said, omitted or done
              hereunder (collectively, "Consequential Damages"), even if the
              other Party has been advised of the possibility of such damages;
              provided, that the foregoing shall not limit a Party's obligation
              to indemnify, defend and hold the other Party harmless against any
              amounts payable to a third party, including any losses, costs,
              fines, penalties, criminal or civil judgments or settlements,
              expenses (including attorneys' fees) and Consequential Damages of
              such third party. Nothing contained in this section shall limit
              either Party's liability to the other for (I) willful or
              intentional misconduct (including gross negligence); (ii) bodily
              injury, death or damage to tangible real or tangible personal
              property proximately caused by such party's negligent act or
              omission or that of their respective agents, subcontractors or
              employees nor shall anything contained in this section limit the
              Parties' indemnification obligations, as specified below.


     V.   Term of Agreement

          This Agreement shall be effective upon Commission Approval and shall
          expire on February 2, 2000, and thereafter the Agreement shall
          continue in force and effect unless and until a new agreement,
          addressing all of the terms of this Agreement, becomes effective
          between the Parties.  The Parties agree to commence negotiations on a
          new agreement no later than two years after this Agreement becomes
          effective.

     W.   Controlling Law

          This Agreement was negotiated by the Parties in accordance with the
          terms of the Act and the laws of the state where service is provided
          hereunder.  It shall be interpreted solely in accordance with the
          terms of the Act and the applicable state law in the state where the
          service is provided.

                                                                         Page 89
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     X.   Cancellation Charges

          Except as provided pursuant to a Network Element Network
          Interconnection and Unbundled Element Request, or as otherwise
          provided in any applicable tariff or contract referenced herein, no
          cancellation charges shall apply.

     Y.   Regulatory Approval

          The Parties understand and agree that this Agreement will be filed
          with the Commission and may thereafter be filed with the FCC.  In the
          event the Commission rejects any portion of this Agreement, the
          parties agree to meet and negotiate in good faith to arrive at a
          mutually acceptable modification to the rejected portion.

     Z.   Compliance

          Each party shall comply with all applicable federal, state, and local
          laws, rules and regulations applicable to its performance under this
          Agreement.

     AA.  Compliance with the Communications Law Enforcement Act of 1994
     ("CALEA")

          Each Party represents and warrants that any equipment, facilities or
          services provided to the other Party under this Agreement comply with
          CALEA.  Each party shall indemnify and hold the other Party harmless
          from any and all penalties imposed upon the other Party for such
          noncompliance and shall at the non-compliant Party's sole cost and
          expense, modify or replace any equipment, facilities or services
          provided to the other Party under this Agreement to ensure that such
          equipment, facilities and services fully comply with CALEA.

     BB.  Independent Contractor

          Each party shall perform services hereunder as an independent
          contractor and nothing herein shall be construed as creating any other
          relationship between the Parties.  Each party and each Party's
          contractor shall be solely responsible for the withholding or payment
          of all applicable federal, state and local income taxes, social
          security taxes and other payroll taxes with respect to their
          employees, as well as any taxes, contributions or other obligations
          imposed by applicable state unemployment or workers' compensation
          acts.  Each party has sole authority and responsibility to hire, fire
          and otherwise control its employees.

     CC.  Force Majeure

          Neither party shall be liable for any delay or failure in performance
          of any part of this Agreement from any cause beyond its control and
          without its fault or negligence including, without limitation, acts of
          nature, acts of civil or military authority, government regulations,
          embargoes, epidemics, terrorist acts, riots, insurrections, fires,
          explosions, earthquakes, nuclear accidents, floods, work

                                                                         Page 90
<PAGE>

          stoppages, equipment failure, power blackouts, volcanic action, other
          major environmental disturbances, unusually sever weather conditions,
          inability to secure products or services of other persons or
          transportation facilities or acts or omissions of transportation
          carriers (collectively, a "Force Majeure Event") In the event of a
          labor dispute or strike the Parties agree to provide service to each
          other at a level equivalent to the level they provide themselves.


     DD.  Dispute Resolution

          The Parties agree, in good faith, to attempt to resolve any claim,
          controversy or dispute between the Parties, their agents, employees,
          officers, directors or affiliated agents ("Dispute") through
          negotiation or non-binding arbitration.  This paragraph shall not be
          construed to waive the Parties' rights to seek legal or regulatory
          intervention as provided by state or federal law.

     EE.  Commission Decision

          This Agreement shall at all times be subject to such review by the
          Commission or FCC as permitted by the Act.  If any such review renders
          the Agreement inoperable or creates any ambiguity or requirement for
          further amendment to the Agreement, the Parties will negotiate in good
          faith to agree upon any necessary amendments to the Agreement.

     FF.  Nondisclosure

          1. All information, including but not limited to specifications,
             microfilm, photocopies, magnetic disks, magnetic tapes, drawings,
             sketches, models, samples, tools, technical information, data,
             employee records, maps, financial reports, and market data, (i)
             furnished by one Party to the other Party dealing with customer
             specific, facility specific, or usage specific information, other
             than customer information communicated for the purpose of
             publication of directory database inclusion, or (ii) in written,
             graphic, electromagnetic, or other tangible form and marked at the
             time of delivery as "Confidential" or "Proprietary", or (iii)
             communicated orally and declared to the receiving Party at the time
             of delivery, or by written notice given to the receiving Party
             within ten (10) days after delivery, to be "Confidential" or
             "Proprietary" (collectively referred to as "Proprietary
             Information"), shall remain the property of the disclosing Party. A
             Party who receives Proprietary Information via an oral
             communication may request written confirmation that the material is
             Proprietary Information. A Party who delivers Proprietary
             Information via an oral communication may request written
             confirmation that the Party receiving the information understands
             that the material is Proprietary Information.

          2. Upon request by the disclosing Party, the receiving Party shall
             return all tangible copies of Proprietary Information, whether
             written, graphic or

                                                                         Page 91
<PAGE>

             otherwise, except that the receiving Party may retain one copy for
             archival purposes.

          3. Each Party shall keep all of the other Party's Proprietary
             Information confidential and shall use the other Party's
             Proprietary Information only in connection with this Agreement.
             Neither Party shall use the other Party's Proprietary Information
             for any other purpose except upon such terms and conditions as may
             be agreed upon between the Parties in writing.

          4. Unless otherwise agreed, the obligations of confidentiality and
             non-use set forth in this Agreement do not apply to such
             Proprietary Information as:

              a.  was at the time of receipt already known to the receiving
                  Party free of any obligation to keep it confidential evidenced
                  by written records prepared prior to delivery by the
                  disclosing Party; or

              b.  is or becomes publicly known through no wrongful act of the
                  receiving Party; or

              c.  is rightfully received from a third person having no direct or
                  indirect secrecy or confidentiality obligation to the
                  disclosing Party with respect to such information; or

              d.  is independently developed by an employee, agent, or
                  contractor of the receiving Party which individual is not
                  involved in any manner with the provision of services pursuant
                  to the Agreement and does not have any direct or indirect
                  access to the Proprietary Information; or

              e.  is disclosed to a third person by the disclosing Party without
                  similar restrictions on such third person's rights; or

              f.  is approved for release by written authorization of the
                  disclosing Party; or

              g.  is required to be made public by the receiving Party pursuant
                  to applicable law or regulation provided that the receiving
                  Party shall give sufficient notice of the requirement to the
                  disclosing Party to enable the disclosing Party to seek
                  protective orders.

         5. Effective Date Of This Section.  Notwithstanding any other provision
            of this Agreement, the Proprietary Information provisions of this
            Agreement shall apply to all information furnished by either Party
            to the other in furtherance of the purpose of this Agreement, even
            if furnished before the date of this Agreement.

                                                                         Page 92
<PAGE>

     GG.  Notices

     Any notices required by or concerning this Agreement shall be sent to the
     Parties at the addresses shown below:

         To USWC:
                       Director-Interconnection Compliance
                       1801 California, Room 2410
                       Denver, Colorado 80202

         Copy to:
                       USWC Law Dept
                       General Counsel
                       1801 California Street, Room 5100
                       Denver, Colorado 80202

          Pac-West:
                       John Sumpter
                       V.P. Regulatory
                       4210 Coronado Ave.
                       Stockton, Ca. 95204
                       Phone: 209-926-3136
                       Fax: 209-926-4585

       Each Party shall inform the other of any changes in the above addresses.


     HH.  Assignment

          Neither Party may assign or transfer (whether by operation of law or
          otherwise) this Agreement (or any rights or obligations hereunder) to
          a third party without the prior written consent of the other Party
          provided that each Party may assign this Agreement to a corporate
          affiliate or an entity under its common control or an entity acquiring
          all or substantially all of its assets or equity by providing prior
          written notice to the other Party of such assignment or transfer.  Any
          attempted assignment or transfer that is not permitted is void ab
                                                                         --
          initio.  Without limiting the generality of the foregoing, this
          -------
          Agreement shall be binding upon and shall inure to the benefit of the
          Parties' respective successors and assigns.

     II.  Warranties

          NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES
          AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
          WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES
          OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

                                                                         Page 93
<PAGE>

     JJ.  Default

          If either Party defaults in the payment of any amount due hereunder,
          or if either Party violates any other provision of this Agreement, and
          such default or violation shall continue for thirty (30) days after
          written notice thereof, the other Party may seek legal and/or
          regulatory relief.  The failure of either Party to enforce any of the
          provisions of this Agreement or the waiver thereof in any instance
          shall not be construed as a general waiver or relinquishment on its
          part of any such provision, but the same shall, nevertheless, be and
          remain in full force and effect.

     KK.  No Third Party Beneficiaries

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

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.


Pac-West Telecomm, Inc. *             U S WEST Communications, Inc. *

/s/ [ILLEGIBLE]^^
---------------------------           ________________________________
Signature                             Signature

/s/ [IILEGIBLE]^^
---------------------------           ________________________________
Name Printed/Typed                    Name Printed/Typed

V.P. Regulatory
---------------------------           ________________________________
Title                                 Title

1/13/00
---------------------------           ________________________________
Date                                  Date


 .  Signed as ordered by the Arbitrator/Commission in Docket ARB 1. Signature
   does not indicate agreement with all aspects of the Arbitrator's/Commission's
   decision, nor does it waive any of either party's rights to seek judicial or
   administrative review of all or part of the agreement, or to reform the
   agreement as the result of successful judicial or administrative review.


*  This Agreement is made pursuant to Section 252 (i) of the Act and is premised
upon the Interconnection Agreement between MFS Intelenet, Inc. and U S WEST
Communications, Inc.

                                                                         Page 94
<PAGE>

(the "Underlying Agreement"). The Underlying Agreement was approved by the
Commission on August 21, 1997.

With respect to this Agreement, the Parties understand and agree:

i)   The Parties shall request the Commission to expedite its review and
approval of this Agreement.

ii)  Notwithstanding the mutual commitments set forth herein, the Parties are
entering into this Agreement without prejudice to any positions they have taken
previously, or may take in the future, in any legislative, regulatory, or other
public forum addressing any matters, including those relating to the types of
arrangements contained in this Agreement.  During the proceeding in which the
Commission is to review and approve the Agreement, U S WEST may point out that
it has objected, and continues to object, to the inclusion of the terms and
conditions to which it objected in the proceedings involving the approval of the
Underlying Agreement.

iii) This Agreement contains provisions based upon the decisions and orders of
the FCC and the Commission under and with respect to the Act.  Currently, court
and regulatory proceedings affecting the subject matter of this Agreement are in
various stages, including the proceedings where certain of the rules and
regulations of the FCC are being challenged    In addition, there is uncertainty
in the aftermath of the Supreme Court's decision in AT&T Corp, et al. v. Iowa
Utilities Board.  Based on that uncertainty, and the regulatory and judicial
proceedings which will occur as a result of that decision, the Parties
acknowledge that this Agreement may need to be changed to reflect any changes in
law. The Agreement has not been corrected to reflect the requirements, claims or
outcomes of any of the Proceedings, although the pricing does reflect the
Commission's most current generic order, if any.  Accordingly, when a final,
decision or decisions are made in the Proceedings that automatically change and
modify the Underlying Agreement, then like changes and modifications will
similarly be made to this Agreement.  In addition, to the extent rules or laws
are based on regulatory or judicial proceedings as a result of the recent
Supreme Court decision, this Agreement will be amended to incorporate such
changes.

iv)  Subsequent to the execution of this Agreement, the FCC or the Commission
may issue decisions or orders that change or modify the rules and regulations
governing implementing of the Act.  If such changes or modifications alter the
state of the law upon which the Underlying Agreement was negotiated and agreed,
and it reasonably appears that the parties to the Underlying Agreement would
have negotiated and agreed to different term(s) condition(s) or covenant(s) than
as contained in the Underlying Agreement had such change or modification been in
existence before execution of the Underlying Agreement, then this Agreement
shall be amended to reflect such different terms(s), condition(s), or
covenant(s).  Where the parties fail to agree upon such an amendment, it shall
be resolved in accordance with the Dispute Resolution provision of this
Agreement.

                                                                         Page 95
<PAGE>

                                   APPENDIX A
                  U S WEST AND Pac-West INTERCONNECTION RATES
                                     OREGON


The prices and discounts in this contract are interim and will be replaced with
final prices and discounts approved by order of the Public Utility Commission
of Oregon.


---------------------------------
INTERCONNECTION - LOCAL EXCHANGE
---------------------------------

<TABLE>
<S>                                                             <C>
                                                                -----------------------------------
  Local Call Termination                                               Imposed Price (Note 2)
                                                                -----------------------------------
    End Office - Per Minute of Use                                        $ 0.005000
    Tandem Switch - Per Minute of Use (Note 1)                            $ 0.008881
    (includes End Office Call Termination and
    Tandem Transport)
</TABLE>

Note 1: The above local tandem call termination rate includes tandem
transmission, based on an assumed transport mileage of 10 miles. Should the
average tandem transmission mileage experienced by the Parties exceed 10 miles,
the Parties agree to adjust the tandem call termination rate based on the tandem
transmission rates set forth below.

Note 2: Pending OPUC approval of unbundled element rates compliant with UM 773,
Order No. 96-284.

<TABLE>
<CAPTION>
                                                                 ---------------  ----------------
                                                                  Agreed Price      Agreed Price
    Entrance Facility                                               Recurring       Nonrecurring
                                                                 ---------------  ----------------
<S>                                                              <C>              <C>
      DS1, Electrical                                              $   97.53         $  555.28
      DS3, Electrical                                              $  387.58         $  658.69


                                                                 ---------------  ----------------
                                                                  Agreed Price      Agreed Price
    Direct Trunked Transport                                         Fixed            Per Mile
                                                                 ---------------  ----------------
      DS1 -  0 Miles                                                  None              None
      DS1 - Over 0 to 8                                            $   39.64         $    0.74
      DS1 - Over 8 to 25                                           $   39.65         $    1.67
      DS1 - Over 25 to 50                                          $   39.65         $    1.62
      DS1 - Over 50                                                $   39.66         $    2.37

      DS3 - 0 Miles                                                   None              None
      DS3 - Over 0 to 8                                            $  267.96         $   14.11
      DS3 - Over 8 to 25                                           $  275.31         $   22.30
      DS3 - Over 25 to 50                                          $  274.37         $   23.61
      DS3 - Over 50                                                $  277.63         $   31.50

                                                                 ---------------  ----------------
                                                                  Agreed Price      Agreed Price
    Multiplexing, per arrangement                                   Recurring       Nonrecurring
                                                                 ---------------  ----------------
      DS3 to DS1                                                    $  213.12        $  412.04

                                                                 -------------------------
    Local Tansit Traffic Rate                                           Agreed Price
                                                                 -------------------------
      Tandem Switching, per MOU                                         $  0.001811

                                                                 ---------------  ----------------
                                                                   Agreed Price     Agreed Price
      Tandem Transmission                                             Fixed           Per Mile
                                                                 ---------------  ----------------
      0 Mile                                                          None               None
      Over 0 - 8 Miles                                             $0.000392           $0.000006
</TABLE>

                                                                         Page 96
<PAGE>

<TABLE>
<S>                                                           <C>                 <C>
      Over 8 - 25 Miles                                       $0.000390           $0.000008
      Over 25 - 50 Miles                                      $0.000392           $0.000009
      Over 50 Miles                                           $0.000391           $0.000016

----------------------------------------------------------------------------------
INTERCONNECTION - EXCHANGE ACCESS                                 Agreed Price
----------------------------------------------------------------------------------

 Call Termination, Transport, and Transit               Per Switched Access Tariff

-------------------------------------------
COMMON CHANNEL SIGNALLING ACCESS SERVICE
-------------------------------------------

                                                                 ---------------  ----------------
                                                                  Agreed Price      Agreed Price
    Entrance Facility                                               Recurring       Nonrecurring
                                                                 ---------------  ----------------
      DS1                                                           $   97.53        $  555.28
      DS3                                                           $  387.58        $  658.69

                                                                 ---------------  ----------------
                                                                  Agreed Price      Agreed Price
    Direct Link Transport                                             Fixed           Per Mile
                                                                 ---------------  ----------------
      DS0 -  0 Miles                                                  None              None
      DS0 - Over 0 to 8                                             $   20.37        $    0.08
      DS0 - Over 8 to 25                                            $   20.37        $    0.12
      DS0 - Over 25 to 50                                           $   20.37        $    0.10
      DS0 - Over 50                                                 $   20.37        $    0.13

      DS1 -  0 Miles                                                  None              None
      DS1 - Over 0 to 8                                             $   39.64        $    0.74
      DS1 - Over 8 to 25                                            $   39.65        $    1.67
      DS1 - Over 25 to 50                                           $   39.65        $    1.62
      DS1 - Over 50                                                 $   39.66        $    2.37

                                                                 ---------------  ----------------
                                                                  Agreed Price      Agreed Price
    Direct Link Transport                                            Fixed           Per Mile
                                                                 ---------------  ----------------
      DS3 - 0 Miles                                                    None              None
      DS3 - Over 0 to 8                                            $   267.96        $   14.11
      DS3 - Over 8 to 25                                           $   275.31        $   22.30
      DS3 - Over 25 to 50                                          $   274.37        $   23.61
      DS3 - Over 50                                                $   277.63        $   31.50

                                                                 ---------------  ----------------
                                                                  Agreed Price      Agreed Price
                                                                    Recurring       Nonrecurring
                                                                 ---------------  ----------------
    CCS Link - First Link                                             None           $  496.93
    CCS Link -- Each additional Link                                  None           $   71.29

    STP Port - Per Port                                            $  208.57            None

    Multiplexing
     DS1 to DS0                                                    $  216.67            None
     DS3 to DS1                                                    $  213.12            None
</TABLE>

                                                                         Page 97
<PAGE>

<TABLE>
<CAPTION>
<S>
---------------------------------                              <C>                    <C>
PHYSICAL AND VIRTUAL COLLOCATION
---------------------------------

                                                                -----------------------------------
                                                                            Imposed Price
                                                                -----------------------------------
 Common Elements                                                  Recurring           Nonrecurring
                                                                -----------------------------------
   Quote Preparation Fee                                            None               $1,500.00

   Entrance Facility - Per cable                                $    2.22              $1,287.41

   2-wire DS0 EICT                                              See Note 4         See Notes 3 and 4
   4-wire DS0 EICT                                              See Note 4         See Notes 3 and 4
   DS1 EICT                                                     See Note 4            See Note 4
   DS3 EICT                                                     See Note 4            See Note 4
   DS1 EICT - regeneration (Note 5)                             See Note 4
   DS3 EICT - regeneration (Note 5)                             See Note 4

                                                                -----------------------------------
                                                                  Agreed Price      Agreed Price
   Cable Splicing                                                   Recurring       Nonrecurring
                                                                -----------------------------------
   Per setup                                                           None         $  102.01
   Per Fiber Spliced                                                   None         $   12.75

   48 Volt Power, per ampere, per month                             $   14.24          None

   48 Volt Power Cable
   20 Ampere Capacity - Recurring                                   $    0.16       $   67.32
   40 Ampere Capacity - Recurring                                   $    0.21       $   91.29
   60 Ampere Capacity - Recurring                                   $    0.24       $  102.82

   Equipment Bay, Per Shelf                                         $    8.13          None

                                                                -----------------------------------
                                                                  Agreed Price      Agreed Price
                                                                  Regular Hours     After Hours
                                                                -----------------------------------
   Inspector per 1/2 Hour                                           $   28.19       $   36.62

   Training per 1/2 Hour                                            $   24.97         None

   Engineering per 1/2 Hour                                         $   24.35       $   32.58

   Installation per 1/2 Hour                                        $   28.19       $   36.62

   Maintenance per 1/2 Hour                                         $   24.97       $   33.21

                                                                -----------------------------------
                                                                  Agreed Price      Agreed Price
Physical Collocation (Note 6)                                      Recurring        Nonrecurring
                                                                -----------------------------------
  Cage/Hard Wall Enclosure                                           ICB                ICB
  Rent (w/ Maintenance) - per square foot -  Zone 1                 $    2.75          None
  Rent (w/ Maintenance) - per square foot -  Zone 2                 $    2.26          None
  Rent (w/ Maintenance) - per square foot -  Zone 3                 $    2.06          None
</TABLE>


  Note 3: DS0 EICT NRC not to apply to unbundled loops where a separate
  unbundled loop NRC applies.

                                                                         Page 98
<PAGE>

  Note 4: The Commission adopted the unbundled network element prices set forth
  in UM 351, Order Nos. 96-188, 96-283, and 97-071. If UM 351 does not designate
  all necessary elements, the parties should rely on the provisions of USWC's
  earlier effective interstate tariff, Tariff F.C.C. No. 5, Section 21, EIC
  service, as it existed prior to the withdrawal of provisions related to
  physical collocation pursuant to Transmittals Nos. 744 and 759.

  Note 5: If required. No NRC applies to regeneration ordered concurrently with
  an associated EICT element.

  Note 6:  Zones per NECA-4 Tariff


<TABLE>
<CAPTION>
<S>                                          <C>
--------------------
ANCILLARY SERVICES
--------------------

                                            -----------------------------------
                                                        Agreed Price
                                            -----------------------------------
 Directory Assistance
   Price per Call -- Facilities-Based                    $   0.34
   Providers

 Listings
   Primary Listings, Directory Assistance,               No Charge
   White Pages

 E911
   LEC and AECs recover costs from PSAP                  No Charge

                                            -----------------------------------
                                                        Agreed Cost
 Interim Number Portability                              Recurring
                                            -----------------------------------
   Without Transport
      Per Number Ported - First Path                     $   4.35
      Per Number Ported - Additional Path                $   3.30

   With Transport
      Per Number Ported - First Path                     $   9.17
      Per Number Ported - Additional Path                $   8.12

                                            -----------------------------------
                                                        Agreed Cost
   Additional Charges                                  Nonrecurring
                                            -----------------------------------
     Service Establishment, per switch, per              $  43.14
     route

     Service Establishment - additional number ported or changes
     to existing numbers, per number                     $   9.35
     ported

     Additional and Consecutive Numbers -- additional number
     ported on same account name and consecutive numbers,
     per number ported                                   $   6.94

                                            -----------------------------------
Assignment of Numbers                                  Agreed Price
                                            -----------------------------------
     Assignments per industry guidelines                 No Charge

Busy Line Verification
     Per Call                                            $  0.72
</TABLE>

                                                                         Page 99
<PAGE>

<TABLE>
<S>                                         <C>
Busy Line Interrupt
  Per Call                                               $  0.87


                                            -----------------------------------
                                                       Imposed Price
                                            -----------------------------------
                                             Recurring            Nonrecurring
                                            -----------------------------------
Unbundled Loops (Note 7)
  State-wide price, no deaveraging                       $  16.00
  (Does not include NAC Connection, a/k/a
  EICT

  Without testing, first loop per service order          $  94.83
  With Basic Testing, first loop per service order       $ 151.50
  With Basic Testing at Designated Time, first loop per  $ 202.85
  service order

  Without testing, additional loop per service order,
  same central office                                    $  20.00
  With Basic Testing, additional loop per service order, $  30.00
  same central office
  With Basic Testing at Designated Time, additional loop $  30.00
  per service order, same central office
</TABLE>

                                                                        Page 100
<PAGE>

                                  APPENDIX A

                                IMPOSED RESALE
                                WHOLESALE RATES
                                    OREGON

U S WEST need not make the following services available for Resale:
                 Enhanced services including Voice Mail

U S WEST shall make the following services available for Resale:
                 All telecommunications services.

U S WEST shall make the following services available for Resale without
 additional "Wholesale" discount:

                 Switched Access Tariff
                 Special Access Tariff
                 Residence Exchange Tariff

U S WEST shall make the following services available for Resale at an 18.80%
"Wholesale" cost discount (i.e. Wholesale price is 81.2% of Retail price, where
Retail is the offered tariff or contract price):

                 All services not included in the immediately preceding list of
                 services to be resold at zero discount.
                 All contract arrangements, including services whose tariff
                 prices do not otherwise qualify for Wholesale discounts.

U S WEST shall make the following services available for Resale at an 9.40%
"Wholesale" avoided cost discount (i.e. Wholesale price is 90.6% of Retail
price, where Retail is the offered tariff or contract price):

                 All services and contract arrangements already subject to
                 volume or term discounts.

                                                                        Page 101
<PAGE>

                                  APPENDIX A


                                    RESALE
                             NONRECURRING CHARGES

                                    OREGON

----------------------------------------------------------
Description                                Imposed Price
----------------------------------------------------------


Customer Transfer Charge

        Business, per end user                 $56.60
        Residence, per end user                $54.13
        ISDN, per end user                     $57.15


                                                                        Page 102
<PAGE>

                                  APPENDIX B
                           ENGINEERING REQUIREMENTS
                             TRUNK FORECAST FORMS

                           INTERCONNECTION CHECKLIST
                                  MEET POINT



DATE OF MEETING:
Interconnector Information
<TABLE>
<S>                                                        <C>
-------------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
City, State, Zip:
--------------------------------------------------------------------------------
Technical Contact Person:
--------------------------------------------------------------------------------
Technical Contact Person Telephone #:
--------------------------------------------------------------------------------
USWC Negotiator:
--------------------------------------------------------------------------------
USWC Negotiator Telephone #:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Desired U S WEST Central office
--------------------------------------------------------------------------------
CLLI:
--------------------------------------------------------------------------------
Central Office address:
--------------------------------------------------------------------------------
City, State:
--------------------------------------------------------------------------------
Meet Point Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Equipment
<S>                                            <C>               <C>
--------------------------------------------------------------------------------
Manufacture/ model#                            Quantity
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S>                                                            <C>
Cable Makup
--------------------------------------------------------------------------------
Number of cables:
--------------------------------------------------------------------------------
Number of fibers per cable:
--------------------------------------------------------------------------------
Distance from USW to Meet Point
--------------------------------------------------------------------------------
Distance from AT&T to Meet Point
--------------------------------------------------------------------------------
</TABLE>

Service Requirements

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                        Year 1                  Year 2                  Year 3
--------------------------------------------------------------------------------
<S>                     <C>                     <C>                     <C>
DS3
--------------------------------------------------------------------------------
DS1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>
Remarks:

Please attach a sketch of the requested meet point arrangement:

                                                                          Page 1
<PAGE>

                             Appendix B -- PAGE 2
                           INTERCONNECTION CHECKLIST
                              ADDITIONAL TRUNKING

Interconnector Information
<TABLE>
<S>                                                              <C>
--------------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
City, State, Zip:
--------------------------------------------------------------------------------
Technical Contact Person:
--------------------------------------------------------------------------------
Technical Contact Person Telephone #:
--------------------------------------------------------------------------------
USWC Negotiator:
--------------------------------------------------------------------------------
USWC Negotiator Telephone #:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Desired Central office (TANDEM)
--------------------------------------------------------------------------------
CLLI:
--------------------------------------------------------------------------------
Central Office address:
--------------------------------------------------------------------------------
City, State:
--------------------------------------------------------------------------------
Meet Point Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
</TABLE>

Service Requirements

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                          Year 1             Year 2             Year 3
<S>                       <C>                <C>                <C>
--------------------------------------------------------------------------------
USW End Office:
--------------------------------------------------------------------------------
 - Terminating CCS (peak busy hr)
--------------------------------------------------------------------------------
 - Number Portability:
--------------------------------------------------------------------------------
       Arrangements
--------------------------------------------------------------------------------
       Call paths per # ported
--------------------------------------------------------------------------------
USW End Office:
--------------------------------------------------------------------------------
 - Terminating CCS (peak busy hr)
--------------------------------------------------------------------------------
 - Number Portability:
--------------------------------------------------------------------------------
       Arrangements
--------------------------------------------------------------------------------
       Call paths per # ported
--------------------------------------------------------------------------------
USW End Office:
--------------------------------------------------------------------------------
 - Terminating CCS (peak busy hr)
--------------------------------------------------------------------------------
 - Number Portability:
--------------------------------------------------------------------------------
       Arrangements
--------------------------------------------------------------------------------
       Call paths per # ported
--------------------------------------------------------------------------------
USW End Office:
--------------------------------------------------------------------------------
 - Terminating CCS (peak busy hr)
--------------------------------------------------------------------------------
 - Number Portability:
--------------------------------------------------------------------------------
       Arrangements
--------------------------------------------------------------------------------
       Call paths per # ported
--------------------------------------------------------------------------------
</TABLE>

Remarks:


Please attach a sketch of the agreed upon meet point arrangement

                                                                          Page 2
<PAGE>

                                  Appendix C



                        PHYSICAL COLLOCATION AGREEMENT



                                    BETWEEN



                            US WEST COMMUNICATIONS


                                      AND


                            PAC-WEST TELECOMM, INC.

                                                                          Page 1
<PAGE>

                               TABLE OF ARTICLES

<TABLE>
<S>                                                                   <C>
ARTICLE I - PREMISES................................................   - 1 -

ARTICLE II - EFFECTIVENESS AND REGULATORY APPROVAL..................   - 2 -

ARTICLE III - TERM..................................................   - 4 -

ARTICLE IV - PREMISES CHARGES.......................................   - 4 -

ARTICLE V - INTERCONNECTION CHARGES.................................   - 8 -

ARTICLE VI - DEMARCATION POINT......................................   - 8 -

ARTICLE VII - USE OF PREMISES.......................................   - 8 -

ARTICLE VIII - STANDARDS............................................  - 10 -

ARTICLE IX - RESPONSIBILITIES OF THE INTERCONNECTOR AND US WEST.....  - 11 -

ARTICLE X - QUIET ENJOYMENT.........................................  - 14 -

ARTICLE XI - ASSIGNMENT.............................................  - 14 -

ARTICLE XII - CASUALTY LOSS.........................................  - 14 -

ARTICLE XIII - LIMITATION OF LIABILITY..............................  - 16 -

ARTICLE XIV - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES.......  - 17 -

ARTICLE XV - DISPUTE RESOLUTION.....................................  - 17 -

ARTICLE XVI - SUCCESSORS BOUND......................................  - 17 -

ARTICLE XVII - CONFLICT OF INTEREST.................................  - 18 -

ARTICLE XVIII - NON-EXCLUSIVE REMEDIES..............................  - 18 -

ARTICLE XIX - NOTICES...............................................  - 18 -

ARTICLE XX - COMPLIANCE WITH LAWS...................................  - 19 -
</TABLE>

                                                                          Page 2
<PAGE>

<TABLE>
<S>                                                                 <C>
ARTICLE XXI - INSURANCE.............................................  - 19 -

ARTICLE XXII - US WEST'S RIGHT OF ACCESS............................  - 20 -

ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS........................  - 21 -

ARTICLE XXIV - MISCELLANEOUS........................................  - 21 -
</TABLE>

                                                                          Page 3
<PAGE>

                         PHYSICAL COLLOCATION AGREEMENT

  THIS PHYSICAL COLLOCATION AGREEMENT ("Agreement") is made by and between US
WEST COMMUNICATIONS, INC. a Colorado corporation ("USWC"), and PAC-WEST
TELECOMM, INC., its successors and assigns ("Interconnector").

                                 WITNESSETH

  WHEREAS, USWC is an incumbent local exchange carrier having a statutory duty
to provide for "physical collocation" of "equipment necessary for
interconnection or access to unbundled network elements at its Premises, U.S.C.
251(c)(6); and

  WHEREAS, the Interconnector wishes to physically locate certain of its
equipment within the Premises (as defined herein) and connect with USWC; and

  NOW THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, USWC and the Interconnector (the
"parties") agree as follows:

                              ARTICLE I - PREMISES

  1.1  Right to Use.  Subject to this Agreement, USWC grants to Interconnector
       ------------
the right to use the premises described on Exhibit C ("Premises"), attached and
incorporated herein, within real property at ___________________ in the City of
_________________, County of ___________________, State of _______________.

  1.2  Relocation.  Notwithstanding Section 1.1, in the event that it is
       ----------
necessary for the Premises to be moved within the structure in which the
Premises is located ("Physical Collocation Site") or to another USWC Physical
Collocation Site, at the Interconnector's option, the Interconnector shall move
its facilities to the new Premises.  The Interconnector shall be responsible for
the preparation of the new Premises if such relocation arises from circumstances
beyond the reasonable control of USWC, including condemnation or government
order or regulation that makes the continued occupancy of the Premises or
Physical Collocation Site impossible.  Otherwise USWC shall be responsible for
any such preparation and shall bear all costs associated with the relocation.

  If the Interconnector requests that the Premises be moved within the Physical
Collocation Site or to another USWC Physical Collocation Site, USWC shall permit
the Interconnector to relocate the Premises, subject to availability of space
and associated requirements.  The Interconnector shall be responsible for all
applicable charges associated with the move, including the reinstallation of its
equipment and facilities and the preparation of the new Premises.

  In either such event, the new Premises shall be deemed the "Premises"
hereunder and the new Physical Collocation Site (where applicable) the "Physical
Collocation Site."
<PAGE>

  1.3  The Premises.  USWC agrees, at the Interconnector's sole cost and expense
       ------------
as set forth herein, to prepare the Premises in accordance with working drawings
and specifications entitled _____________________ and date _______________,
which documents, marked Exhibit C, are attached and incorporated herein. The
preparation shall be arranged by USWC in compliance with all applicable codes,
ordinances, resolutions, regulations and laws. In return for the
Interconnector's agreement to make the payments required by Section 2.1 hereof,
USWC agrees to pursue diligently the preparation of the Premises for use by the
Interconnector.

               ARTICLE II - EFFECTIVENESS AND REGULATORY APPROVAL

  2.1  Submission to State Commission.  The Agreement is prepared as a component
       ------------------------------
of the Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, between USWC and Pac-West Communications
Company, Inc. ("Interconnection Agreement"), and the parties intend to submit
the Agreement and other elements of the Interconnection Agreement to state
commissions for approval under the provisions of 47 U.S.C. (S) 252.  This
Agreement is conditioned upon the approval of this Agreement and the
Interconnection Agreement.  After execution of this Agreement, the parties shall
submit it and the applicable Interconnection Agreement to the State commission
in the State in which the Premises is located for approval, and shall defend the
Agreement and support any reasonable effort to have this Agreement so approved,
including the supplying of witnesses and testimony if a hearing is held.

  2.2  Failure to Receive Approval.  If this Agreement does not receive such
       ---------------------------
unqualified approval, this Agreement shall be void upon written notice of either
party to the other after such regulatory action becomes final and unappealable.
Thereafter Interconnector may request to begin negotiations again under 47
U.S.C. 251.  Alternatively, the parties may both agree to modify this Agreement
to receive such approval, but neither shall be required to agree to any
modification.  Any agreement to modify shall not waive the right of either party
to pursue any appeal of the ruling made by any reviewing regulatory commission
or to seek arbitration of any of the terms of this Agreement or any of the terms
of the Interconnection Agreement.

  2.3  Preparation Prior to Regulatory Approval.  At the written election of the
       ----------------------------------------
Interconnector, USWC shall begin preparing the Premises for the Interconnector
prior to receiving the approval required by Section 2.1 hereof.   Except as
specified in the Interconnection Agreement, the evidence of such election shall
be the delivery to USWC of a letter requesting that USWC begin preparations,
payment of 50 percent of the non-recurring charge for preparing the Premises for
use by Pac-West, and the promise of Pac-West to pay the balance of the non-
recurring charges as provided in this Agreement.  Payment to USWC of the
remaining non-recurring charges due under this Agreement shall be due one month
after the Interconnector's equipment is installed at the Premises,
interconnected with USWC and operational as described in Section 3.2 below.
Upon such an election, this Agreement shall become effective but only insofar as
to be applicable to Premises preparation.  If the Agreement does not become
fully effective as contemplated by this Article due in any part to USWC not
fulfilling its obligation under 2.1 preceding, the Interconnector shall be
entitled to a refund of all payments made to USWC for preparation.
<PAGE>

                              ARTICLE III - TERM

  3.1   Commencement Date.  This Agreement shall be a term agreement, beginning
        -----------------
on the "Commencement Date" and ending on a date five years afterwards.  The
"Commencement Date" shall be the first day after the Interconnector's equipment
becomes operational as described in Section 3.2.  At the end of the term and
unless the parties agree to an extension or a superseding arrangement, this
Agreement shall automatically convert to a month-to-month Agreement.

  3.2  Occupancy.  Unless there are unusual circumstances, USWC will notify the
       ---------
Interconnector that the Premises is ready for occupancy within five (5) days
after USWC completes preparations described in Section 2.3  The Interconnector
must place operational telecommunications equipment in the Premises and connect
with USWC's network within one hundred fifty (150) days after receipt of such
notice; provided, however, that such one hundred fifty day period shall not
begin until regulatory approval is obtained under Article II and, further, that
USWC may extend beyond the one hundred fifty days upon a demonstration by the
Interconnector of a best efforts to meet that deadline and circumstances beyond
its reasonable control that prevented the Interconnector from meeting that
deadline.  If the Interconnector fails to do so, this Agreement is terminated on
the thirtieth (30/th/) day after USWC provides to the Interconnector written
notice of such failure and the Interconnector does not place operational
telecommunications equipment in the Premises and connect with USWC's network by
such thirtieth day.  In any such event, the Interconnector shall be liable in an
amount equal to the unpaid balance of the preparation charges due.  For purposes
of this Section, the Interconnector's telecommunications equipment is considered
to be operational and interconnected when connected to USWC's network for the
purpose of providing service.

                         ARTICLE IV - PREMISES CHARGES

  4.1  Monthly Charges.  Beginning on the Commencement Date, Interconnector
       ---------------
shall pay to USWC monthly fees as specified in Exhibit A.

  4.2  Billing.  Billing for Monthly Charges shall occur on or about the 25th
       -------
day of each month, with payment due thirty (30) days from the bill date.  USWC
may change its billing date practices upon providing ninety (90) days written
notice to the Interconnector.  Each USWC bill must identify the Premises
location by CLLI and/or address and must separately identify any non-contiguous
Premises within the Physical Collocation Site.  Further, USWC must specify
separately for each Premises CLLI and/or address and for any non-contiguous
Premises each rate element individually along with the quantity purchased by the
Interconnector at that (those) Premises and the individual rate charged for each
element along with the dates for which such charges apply.  USWC shall promptly
adjust Interconnector's account in each instance of misbilling identified and
demonstrated by the Interconnector.

     4.3   Nonrecurring Charges.
           --------------------

       (a) The one-time charge for preparing the Premises for use by the
           Interconnector as well as all other one-time charges associated with
           the Interconnector's request shall be exactly as stated in Exhibit B.
<PAGE>

       (b) USWC will contract for and perform the procurement, construction and
           preparation activities underlying the Monthly Fees and Nonrecurring
           Charges, using the same or consistent practices that are used by USWC
           for other construction and preparation work performed in the Physical
           Collocation Site and shall make every possible effort to obtain all
           necessary approvals and permits, where applicable, promptly.  USWC
           will obtain more than one trade subcontractor submission to the
           extent available when the initial trade subcontractor bid, proposal
           or quotation associated with an ICB pursuant to Exhibit B exceeds
           ten-thousand dollars ($10,000.00).  It is understood and agreed that
           any such request for additional subcontractor submissions will likely
           add to the time necessary to provide physical collocation and, for
           that reason, Interconnector reserves the right to authorize USWC to
           forgo such additional bids but will only do so in writing. USWC will
           permit the Interconnector to inspect all supporting documents for the
           Monthly Fees and Nonrecurring Charges.  Any dispute regarding such
           USWC charges will be subject to the dispute resolution provisions
           hereof.  Notwithstanding the above, the Interconnector may directly
           contract with any supplier, vendor, subcontractor, or contractor that
           USWC approves for such work (including but not limited to the
           procurement and installation of cages) and may, at Interconnector's
           election, be solely responsible for any and all payments due to such
           supplier, vendor, subcontractor or contractor for such procurement,
           construction and preparation activities.  Where Interconnector
           exercises this right, Interconnector shall pay to USWC only those
           amounts associated with labor hours of USWC personnel necessary for
           such USWC personnel to observe and approve such work at the Premises
           within the Physical Collocation Site.

       (c) Nonrecurring Charges associated with the point-of-termination bay
           shall be applied to the Interconnector by USWC only where the
           Interconnector requests in writing that USWC supply such point-of-
           termination bay.  Otherwise, the Interconnector shall be responsible
           for purchasing such point-of-termination bays and for arranging their
           installation by a vendor, subcontractor or contractor approved by
           USWC to perform such work.

  4.4  Preparation.  USWC will begin preparation on execution of this Agreement
       -----------
and upon receipt of written notice from Interconnector as described in Section
2.3.

  4.5  Pre-Preparation Access.  USWC shall permit the Interconnector to have
       ----------------------
access to the Premises for the purpose of inspection once physical collocation
site preparation activities have begun.  Interconnector agrees to limit the
number of such inspections to three per Premises except where such inspection
exposes a non-conformance with the Interconnector's requirements as stated in
its initial request or this Agreement.

  4.6  Breach Prior to Commencement Date.  If the Interconnector materially
       ----------------------------------
breaches this Agreement by purporting to terminate this Agreement after USWC has
begun preparation of the Premises then, in addition to any other remedies that
USWC might have, the Interconnector shall be liable in the amount equal to the
non-recoverable costs less estimated net salvage.  Non-recoverable costs include
the non-recoverable cost of equipment and material ordered, provided or used;
subcontractor charges paid by USWC for work performed
<PAGE>

on behalf of Interconnector; the non-recoverable cost of installation and
removal, including the costs of equipment and material ordered, provided and
used; labor for work done on behalf of Interconnector for preparation;
transportation and any other associated costs. USWC shall provide Interconnector
with a detailed invoice showing the costs it incurred associated with
preparation. Further, at the Interconnector's election, USWC shall provide to
the Interconnector all materials that it determined to be unsalvageable. Should
the costs incurred by USWC be used for the provision of a collocation
arrangement for a third party, such costs shall be refunded to the
Interconnector.

  4.7  Space Preparation Fee True-Up.  For all work performed by USWC and by
       -----------------------------
vendors, subcontractors and contractors hired by USWC in order to prepare the
Premises pursuant to the Interconnector's written request and pursuant to 4.3
preceding, USWC shall within ninety (90) days of the completion of the Premises
preparation work perform a true-up of all USWC, vendor, subcontractor and
contractor bill amounts associated with any ICB pricing performed pursuant to
Exhibit B.  If the resulting total cost is less than that paid by the
Interconnector, then USWC shall within thirty (30) days refund to the
Interconnector the difference between the actual cost and the payment that the
Interconnector had previously submitted to USWC.  Alternatively, if the total
cost exceeds that previously paid by the Interconnector, then the Interconnector
shall submit payment to USWC for the difference within thirty (30) days for its
receipt of the bill for such an amount.  Nothing in either case releases USWC
from its obligation to make best-faith efforts to achieve the lowest-available
cost for the preparation work that it proves is necessary or releases USWC from
its obligation to allow the Interconnector to inspect such documents pursuant to
4.3 preceding.

                      ARTICLE V - INTERCONNECTION CHARGES

  Charges for interconnection and collocation shall be set forth in Exhibits A
and B.

                        ARTICLE VI - DEMARCATION POINT

  6.1  Cable Entrances.  The Interconnector shall use a dielectric fiber optic
       ----------------
cable as a transmission medium to the Premises, or other transmission media as
it determines is necessary in order to provide services for which it has legal
and regulatory authority.  The Interconnector shall be permitted at least two
(2) cable entrance routes into the Premises whenever two entrance routes are
used by USWC at that Physical Collocation Site.

  6.2  Demarcation Point.  USWC and the Interconnector shall designate the
       -----------------
point(s) of interconnection within the Physical Collocation Site as the point(s)
of physical demarcation between the Interconnector's network and USWC's network,
with each being responsible for maintenance and other ownership obligations and
responsibilities on its side of that demarcation point.  USWC and the
Interconnector anticipate that the demarcation point will be within the point-
of-termination bay which the Interconnector may elect to provide and install
pursuant to 4.3 preceding.  Where no point of termination bay is elected by the
Interconnector, the point(s) of interconnection shall be specified in Exhibit D.
<PAGE>

                         ARTICLE VII - USE OF PREMISES


  7.1  Nature of Use.  The Premises are to be used by the Interconnector for
       --------------
purposes of locating equipment and facilities within USWC's Physical Collocation
Sites to connect with USWC services or facilities and other Interconnectors.
USWC shall permit Interconnector to place, maintain and operate on Premises any
equipment, pursuant to the FCC's regulations on the types of equipment required
to be collocated.  Consistent with the nature of the Premises and the
environment of the Premises, the Interconnector shall not use the Premises for
office, retail, or sales purposes.  No signs or marking of any kind by the
Interconnector shall be permitted on the Premises or on the grounds surrounding
the Premises.

  7.2  Administrative Uses.  The Interconnector may use the Premises for
       --------------------
placement of equipment and facilities only.  The Interconnector's employees,
agents and contractors shall be permitted access to the Premises at all
reasonable times, provided that the Interconnector's employees, agent and
contractors comply with USWC's policies and practices pertaining to fire, safety
and security.  The Interconnector agrees to comply promptly with all laws,
ordinances and regulations affecting the use of the Premises.  Upon the
expiration of the Agreement, the Interconnector shall surrender the Premises to
USWC in the same condition as when first occupied by the Interconnector except
for ordinary wear and tear.

  7.3  Threat to Network or Facilities.  Interconnector equipment or operating
       --------------------------------
practices representing a significant demonstrable technical threat to USWC's
network or facilities, including the Premises, are strictly prohibited.

  7.4  Interference or Impairment.  Notwithstanding any other provision hereof,
       ---------------------------
the characteristics and methods of operation of any equipment or facilities
placed in the Premises shall not interfere with or impair service over any
facilities of USWC or the facilities of any other person or entity located in
the Physical Collocation Site; create hazards for or cause damage to those
facilities, the Premises, or the Physical Collocation Site; impair the privacy
of any communications carried in, from, or through the Physical Collocation
Site; or create hazards or cause physical harm to any individual or the public.
Any of the foregoing events would be a material breach of this Agreement if,
after USWC's submission to Interconnector of written notice of such interference
or impairment, Interconnector did not promptly work to eliminate the
interference or impairment.

  7.5  Interconnection to Others.  The Interconnector may directly connect to
       --------------------------
other Interconnectors' facilities within the Physical Collocation Site.  USWC
agrees to provide to Interconnector, upon its receipt of the Interconnector's
written request, any facilities necessary for such interconnection wherever such
facilities exist or can be made available and USWC shall provide any such
facilities pursuant to 4.3 preceding and Exhibits A and B.  Further, USWC agrees
to provide to the Interconnector, upon its receipt of the Interconnector's
written request, unbundled network transmission elements at rates specified in
Exhibits A and B, and USWC will facilitate interconnection of the
Interconnector's collocation equipment to other services offered in USWC's
tariffs or other Agreements (e.g., Synchronous Service Transport service).  For
the purposes of Interconnection to Others, where the other Interconnector's
Interconnection Agreement differs from this Agreement, the less restrictive
terms and conditions relating to such direct interconnection and the lower
charges identified in the two
<PAGE>

Agreements for such direct interconnection shall apply to both Interconnectors
for all Interconnection between those two Interconnectors. Interconnector agrees
to continue to pay to USWC all applicable Monthly Charges for space, power and
for all other interconnection circuits at the Premises.

  7.6  Personality and its Removal.  Subject to the Article, the Interconnector
       ----------------------------
may place or install in or on the Premises such fixtures and equipment as it
shall deem desirable for the conduct of business.  Personal property, fixtures
and equipment placed by the Interconnector in the Premises shall not become a
part of the Premises, even if nailed, screwed or otherwise fastened to the
Premises, but shall retain their status as personality and may be removed by
Interconnector at any time.  Any damage caused to the Premises by the removal of
such property shall be promptly repaired by Interconnector at its expense.

  7.7  Alterations  In no case shall the Interconnector or any person purporting
       -----------
to be acting through on or behalf of the Interconnector make any rearrangement,
modification, improvement, addition, repair, or other alteration to the Premises
or the Physical Collocation Site without the advance written permission and
direction of USWC.  USWC shall make best efforts to honor any reasonable request
for a modification, improvement, addition, repair, or other alteration proposed
by the Interconnector, provided that USWC shall have the right to, for reasons
that it specifies in writing, reject or modify any such request except as
required by state or federal regulators.  The cost of any such specialized
alterations shall be paid by Interconnector in accordance with the terms and
conditions identified in Article IV herein.

                           ARTICLE VIII - STANDARDS

  8  Minimum Standards.  This Agreement and the physical collocation provided
     ------------------
hereunder is made available subject to and in accordance with the (i) Bellcore
Network Equipment Premises System (NEBS) Generic Requirements (GR-63-CORE and
GR-1089-CORE), as may be amended at any time and from time to time, and any
successor documents, except to the extent that USWC deviates from any such
requirements for its equipment and the facilities and services that it uses and
provides or to the extent that USWC allows other Interconnectors to deviate from
any such requirements; and, (ii) any statutory and/or regulatory requirements in
effect at the execution of this Agreement or that subsequently become effective
and then when effective.  The Interconnector shall strictly observe and abide by
each.  USWC shall publish and provide to the Interconnector its Reference
Handbook for Collocation to provide Interconnector with guidelines and USWC's
standard operating practices for collocation.  USWC agrees that the material
terms and conditions of collocation are not contained in such a technical
publication, nor can USWC change the terms and conditions of this Agreement by
changing that technical publication; however, any revision made to address
situations potentially harmful to USWC's network or the Premises or Physical
Collocation Site, or to comply with statutory and/or regulatory requirements
shall become effective immediately and the Interconnector agrees to take steps
to comply with such revisions immediately upon its receipt of USWC's written
notification of the change.
<PAGE>

ARTICLE IX - RESPONSIBILITIES OF THE INTERCONNECTOR AND USWC

  9.1  Contact Number.  The Interconnector and USWC are responsible for
       ---------------
providing to each other personnel contact numbers for their respective technical
personnel who are readily accessible 24 hours a day, 7 days a week, 365 days a
year.

  9.2  Trouble Status Reports.  The Interconnector is responsible for promptly
       -----------------------
providing trouble report status when requested by USWC.  Likewise, USWC is
responsible for promptly providing trouble report status when requested by
Interconnector.

  9.3  Cable Extension.  The Interconnector is responsible for bringing its
       ----------------
cable to entrance manhole(s) or other appropriate sites designated by USWC
(e.g., utility poles or controlled environmental vaults), and for leaving
sufficient cable length in order for USWC to fully extend the Interconnector-
provided cable to the Premises.  In the alternative, at the Interconnector's
option, USWC shall provide interconnection facilities, i.e., unbundled network
transmission elements, from an Interconnector-designated location (e.g., the
Interconnector's Node) to the Premises within the Physical Collocation Site.
Nothing in this paragraph shall preclude the Interconnector from obtaining
unbundled network transmission elements from USWC at any Premises within a
Physical Collocation Site for primary or redundant interconnection.

  9.4  Regeneration.  Regeneration on intra-building connections will be
       -------------
provided by USWC, when requested.  The price for regeneration shall be pursuant
to Exhibit B.

  9.5  Removal.  The Interconnector is responsible for removing any equipment,
       --------
property or other items that it brings into the Premises or any other part of
the Physical Collocation Site.  If the Interconnector fails to remove any
equipment, property, or other items from the Premises or Physical Collocation
Site within thirty (30) days after discontinuance of use, USWC may perform the
removal and may charge the Interconnector for any materials used in any such
removal, and the time spent on such removal at the then-applicable hourly rate
for administrative work pursuant to the TA96 factor approach identified on
Exhibit B.

  9.6  Interconnector's Equipment and Facilities.  The Interconnector is solely
       ------------------------------------------
responsible for the design, engineering, testing, performance, and maintenance
of the equipment and facilities used by the Interconnector in the Premises.  The
Interconnector will be responsible for servicing, supplying, repairing,
installing and maintaining the following facilities within the Premises:

  (a)  its cable(s);
  (b)  its equipment;
  (c)  required point of termination cross connects;
  (d)  point of termination maintenance, including replacement fuses and circuit
breaker restoration, to the extent that such fuses and circuit breakers are not
controlled by USWC and only if and as required; and
  (e)  the connection cable and associated equipment which may be required
within the Premises to the point(s) of interconnection. USWC does not assume any
such responsibility unless contracted to perform such work on behalf of the
Interconnector.
<PAGE>

  9.7  Verbal Notifications Required.  The Interconnector is responsible for
       ------------------------------
immediate verbal notification to USWC of significant outages or operations
problems which could impact or degrade USWC's network, switches, or services,
and for providing an estimated clearing time for restoration.  In addition,
written notification must be provided within twenty-four (24) hours.  Likewise,
USWC is responsible for providing immediate verbal notification to the
Interconnector of problems with USWC's network or operations which could impact
or degrade Interconnector's network, switches, or services, and provide an
estimated clearing time for restoration.  Further, USWC shall provide written
notification to Interconnector within the same twenty-four (24) hour interval.
For the purposes of this paragraph, written notification may be given by
electronic mail so long as the notifying party provide the required verbal
notification to the other.

  9.8  Service Coordination.  The Interconnector is responsible for coordinating
       ---------------------
with USWC to ensure that services are installed in accordance with the service
request.  Likewise, USWC is obligated to coordinate with Interconnector to
ensure the services are installed in accordance with the service request and
fulfill the service request in a timely, effective manner.

  9.9  Testing.  The Interconnector is responsible for testing, to identify and
       --------
clear a trouble when the trouble has been isolated to an Interconnector-provided
facility or piece of equipment.  If USWC testing is also required, it will be
promptly provided as part of its obligation to provide to Interconnector network
interconnection.

                          ARTICLE X - QUIET ENJOYMENT

  Subject to the other provisions hereof, USWC covenants that it has full right
and authority to permit the use of the Premises by the Interconnector and that,
so long as the Interconnector performs all of its obligations herein, the
Interconnector may peaceably and quietly enjoy the Premises during the term
hereof.

                            ARTICLE XI - ASSIGNMENT

  The Interconnector shall not assign or otherwise transfer this Agreement,
neither in whole nor in part, or permit the use of any part of the Premises by
any other person or entity, without the prior written consent of USWC.  Any
purported assignment or transfer made without such consent may be made void by
USWC at its option.

                          ARTICLE XII - CASUALTY LOSS

  12.1  Damage to Premises.  If the Premises are damaged by fire or other
        -------------------
casualty, and

     (i)   the Premises are not rendered untenantable in whole or in part, USWC
           shall repair the same at its expense (as hereafter limited) and the
           Monthly Charges shall not be abated, or

     (ii)  the Premises are rendered untenantable in whole or in part and such
           damage or destruction can be repaired within ninety (90) days, USWC
           has the option to repair the Premises at its expense (as hereafter
           limited) and all Monthly Charges
<PAGE>

           shall be proportionately abated while Interconnector was deprived of
           the use and the interconnection. If the Premises cannot be repaired
           within ninety (90) days, or USWC opts not to rebuild, then this
           Agreement shall (upon notice to the Interconnector within thirty (30)
           days following such occurrence) terminate as of the date of such
           damage. However, USWC must provide to Interconnector comparable
           substitute interconnection and collocation arrangements at another
           mutually-agreeable Physical Collocation Site without penalty or
           nonrecurring charges assessed against the Interconnector.

Any obligation on the part of USWC to repair the Premises shall be limited to
repairing, restoring and rebuilding the Premises as originally prepared for the
Interconnector and shall not include any obligation to repair, restore, rebuild
or replace any alterations or improvements made by the Interconnector or by USWC
on request of the Interconnector; or any fixture or other equipment installed in
the Premises by the Interconnector or by USWC on request of the Interconnector.

  12.2  Damage to Premises.  In the event that the Premises shall be so damaged
        -------------------
by fire or other casualty that closing, demolition or substantial alteration or
reconstruction thereof shall, in USWC's opinion, be advisable, then,
notwithstanding that the Premises may be unaffected thereby, USWC, at its
option, may terminate this Agreement by giving the Interconnector ten (10) days
prior written notice within thirty (30) days following the date of such
occurrence.


                    ARTICLE XIII - LIMITATION OF LIABILITY

  14.1  Limitation.  With respect to any claim or suit for damages arising in
        -----------
connection with the mistakes, omissions, interruptions, delays or errors, or
defects in transmission occurring in the course of furnishing service hereunder,
the liability of USWC, if any shall be as described in the Interconnection
Agreement in effect between the parties.

  Each party shall be indemnified and held harmless by the other against claims
and damages by any third party arising from provision of the other party's
services or equipment except those claims and damages directly associated with
the provision of services to the other party which are governed by the
provisioning party's applicable tariffs.

  Neither party shall have any liability whatsoever to the customers of the
other party for claims arising from the provision of the other party's service
to its customers, including claims for interruption of service, quality of
service or billing disputes.

  The liability of either party for its willful misconduct, if any, is not
limited by this Agreement.

  14.2  Third Parties.  The Interconnector acknowledges and understands that
        --------------
USWC may provide space in or access to the Physical Collocation Site to other
persons or entities ("Others"), which may include competitors of the
Interconnector; that such space may be close to the Premises, possibly including
space adjacent to the Premises and/or with access to the outside of the
Premises; and that any in-place optional cage around the Premises is a permeable
boundary that will not prevent the Others from observing or even damaging the
Interconnector's equipment and facilities.  In addition to any other applicable
limitation, USWC
<PAGE>

shall have no liability with respect to any action or omission by any Other,
except in instances involving negligence or willful actions by USWC or its
agents or employees. The Interconnector shall save and hold USWC harmless from
any and all costs, expenses, and claims associated with any such acts or
omission by any Other.

         ARTICLE XIV - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES

  16.1  Operating Services.  USWC, at its sole cost and expense, shall maintain
        -------------------
for the Physical   Collocation Site customary Premises services, utilities
(excluding telephone facilities), including janitor and, where applicable,
elevator services, 24 hours a day, 365 days a year.  The Interconnector shall be
permitted to have a single-line business telephone service for the Premises
subject to applicable USWC tariffs.

  16.2  Utilities.  USWC will provide negative DC and AC power, back-up power,
        ----------
heat, air conditioning and other environmental support necessary for the
Interconnector's equipment, in the same manner that it provides such support
items for its own equipment within that Premises.

  16.3  Maintenance.  USWC shall maintain the exterior of the Premises and
        ------------
grounds, and all entrances, stairways, passageways, and exits used by the
Interconnector to access the Premises.

  16.4  Legal Requirements.  USWC agrees to make, at its expense, all changes
        -------------------
and additions to the Premises required by laws, ordinances, orders or
regulations of any municipality, county, state or other public authority
including the furnishing of required sanitary facilities and fire protection
facilities.

                        ARTICLE XV - DISPUTE RESOLUTION

  For disputes arising out of this Agreement, the parties agree that they will
follow the procedures as set forth in Section XXXIV of the Interconnection
Agreement executed between the parties.

                        ARTICLE XVI - SUCCESSORS BOUND

  Without limiting Article XI hereof, the conditions and agreements contained
herein shall bind and inure to the benefit of USWC, the Interconnector and their
respective successors and, except as otherwise provided herein, assigns.

                      ARTICLE XVII - CONFLICT OF INTEREST

  The Interconnector represents that no employee or agent of USWC has been or
will be employed, retained, paid a fee, or otherwise has received or will
receive any personal compensation or consideration from the Interconnector, or
any of the Interconnector's employees or agents in connection with the arranging
or negotiation of this Agreement or associated documents.  USWC represents that
no employee or agent of the Interconnector has been or will be employed,
retained, paid a fee, or otherwise has received or will receive any
<PAGE>

personal compensation or consideration from USWC, or any of USWC's employees or
agents in connection with the arranging or negotiation of this Agreement or
associated documents.

                    ARTICLE XVIII - NON-EXCLUSIVE REMEDIES

  No remedy herein conferred upon is intended to be exclusive of any other
remedy in equity, provided by law, or otherwise, but each shall be in addition
to every other such remedy.

                             ARTICLE XIX - NOTICES

  Except as may be specifically permitted in this Agreement, any notice, demand,
or payment required or desired to be given by on party to the other shall be in
writing and shall be valid and sufficient if dispatched by registered or
certified mail, return receipt requested, postage prepaid, in the United States
mail, or via professional overnight courier, or by facsimile transmission;
provided, however, that notices sent by such registered or certified mail shall
be effective on the third business day after mailing and those sent by facsimile
transmission shall only be effective on the date transmitted if such notice is
also sent by such registered or certified mail no later than the next business
day after transmission, all addressed as follows:

If to USWC:
                        ______________________________
                        ______________________________
                        ______________________________
                        ______________________________

If to the Interconnector:

                        ______________________________
                        ______________________________
                        ______________________________
                        ______________________________

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

                       ARTICLE XX - COMPLIANCE WITH LAWS

  The Interconnector and all persons acting through or on behalf of the
Interconnector shall comply with the provisions of the Fair Labor Standards Act,
the Occupational Safety and Health Act, and all other applicable federal, state,
county, and local laws, ordinances, regulations and codes (including
identification and procurement of required permits, certificates, approvals and
inspections) in its performance hereunder.

                            ARTICLE XXI - INSURANCE

  Interconnector agrees to maintain, at Interconnector's expense during the
entire time that Interconnector and its equipment occupies Premises:  (i)
General Liability Insurance in an amount not less than one million dollars
($1,000,000.00) per occurrence for bodily injury or property damage, (ii)
Employer's Liability in an amount not less than five hundred thousand
<PAGE>

dollars ($500,000.00) per occurrence, (iii) Worker's Compensation in an amount
not less than that prescribed by statutory limits, and (iv) Umbrella/Excess
Liability coverage in an amount of five million dollars ($5,000,000.00) excess
of coverage specified above.

  Each policy shall be underwritten by an insurance company having a BEST
insurance rating of B+VII or better, and which is authorized to do business in
the jurisdiction in which the Premises is located.

  Interconnector shall furnish USWC with certificates of insurance which
evidence the minimum levels of insurance set forth herein and which name USWC as
an additional insured.  The Interconnector shall arrange for USWC to receive at
least thirty (30) days advance written notice from the Interconnector's
insurance companies of cancellation and shall notify USWC in writing to achieve
its approval should the Interconnector later elect to self-insure.

                   ARTICLE XXII - US WEST'S RIGHT OF ACCESS

  USWC, its agents, employees, and other USWC-authorized persons shall have the
right to enter the Premises at any reasonable time to examine its conditions,
make repairs required to be made by USWC hereunder, and for any other purpose
determined to be necessary by USWC in complying with the terms of this Agreement
and providing telecommunications services at the Physical Collocation Site.
USWC may access the Premises at any time for purposes of averting any threat of
harm imposed by the Interconnector or its equipment or facilities upon the
operation of USWC equipment, facilities and/or personnel located outside of the
Premises.  If routine inspections are required, they shall be conducted at a
mutually agreeable time.  USWC agrees to minimize and to limit any and all
instances in which access by its employees, agents or other persons whom it
authorizes takes place and agrees not to allow any party which is suspected of
any previous instance of wrongdoing of any kind or who has been subject to any
form of discipline by USWC at any time in the past to enter Premises.  USWC
will, in all instances, provide to Interconnector written notification of its
access to Premises any time that such access occurs without advance notice to
the Interconnector and such written notification shall contain a brief
explanation of the reason for such access as well as the name(s) and title(s) of
such persons and USWC shall provide to Interconnector such written notice within
twenty-four (24) hours of the time when such access took place.

                 ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS

          The parties agree that the provisions of Section 252(i) of the Act
          shall apply, including state and federal interpretive regulations in
          effect from time to time.


                         ARTICLE XXIV - MISCELLANEOUS

  27.1  Exhibits.  The following Exhibits are attached hereto and made part
        ---------
hereof:

  Exhibit A, The Schedule of All Interstate and Intrastate Monthly Recurring
             ---------------------------------------------------------------
Charges
--------
  Exhibit B, The Schedule of All Interstate and Intrastate Nonrecurring Charges
             -------------------------------------------------------------------
  Exhibit C, Working Drawings and Specifications Entitled
             --------------------------------------------
<PAGE>

  Exhibit D, Point of Interconnection
             ------------------------

  27.2  Variations.  In the event of variation or discrepancy between any
        -----------
duplicate originals hereof, including exhibits, the original Agreement shall
control.

  27.3  Governing Law.  This Agreement shall be governed by the laws of the
        --------------
State in which the Premises are located, without regard to the choice of law
principles thereof.

  27.4  Joint and Several.  If Interconnector constitutes more than one person,
        ------------------
partnership, corporation, or other legal entities, the obligation of all such
entities under this Agreement is joint and several.

  27.5  Future Negotiations.  USWC may refuse requests for additional space at
        --------------------
the Physical Collocation Site or in any other USWC site if the Interconnector is
in material breach of this Agreement. In such event, the Interconnector hereby
releases and shall hold USWC harmless

  27.6  Severability.  With the exception of the requirements, obligations, and
        -------------
rights set forth in Article II hereof, if any of the provisions hereof are
otherwise deemed invalid, such invalidity shall not invalidate the entire
Agreement, but rather the entire Agreement shall be construed as if not
containing the particular invalid provision(s), and the rights and obligations
of USWC and the Interconnector shall be construed accordingly.

  27.7  Paragraph Headings and Article Numbers.  The headings of the articles
        ---------------------------------------
paragraphs herein are inserted for convenience only and are not intended to
affect the meaning or interpretation of this agreement.

  27.8  Entire Agreement.  Recognizing that this Agreement is component of a
        -----------------
Interconnection Agreement, this Agreement with the attached schedules and
exhibits, and referenced documentation and materials attached hereto set forth
the entire understanding of the parties with respect to physical collocation and
supersedes all prior agreements, arrangements and understandings relating to
this subject matter and may not be changed except in writing by the parties.  No
representation, promise, inducement or statement of intention has been made by
either party which is not embodied herein, and there are no other oral or
written understandings or agreements between the parties relating to the subject
matter hereof except as may be referenced herein.

  27.9  No Third Party Beneficiaries.  Nothing in this Agreement is intended,
        -----------------------------
nor shall be deemed, to confer any rights or remedies upon any person or legal
entity not a party hereto.

  27.10  Binding Effect.  (a)  This Agreement is binding upon the parties
         ---------------
hereto, their respective executors, administrators, heirs, assigns and
successors in interest; (b)  all obligations by either party which expressly or
by their nature survive the expiration or termination of this Agreement shall
continue in full force and effect subsequent to and notwithstanding its
expiration or termination and until they are satisfied in full or by their
nature.

  27.11  Force Majeure.  Neither party shall be liable for any delay or failure
         --------------
in performance of any part of this Agreement from any cause beyond its control
and without its
<PAGE>

fault or negligence including, without limitation, acts of nature, acts of civil
or military authority, government regulations, embargoes, epidemics, terrorist
acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents,
floods, work stoppages, equipment failure, cable cuts, power blackouts, volcanic
action, other major environmental disturbances, unusually-severe weather
conditions, inability to secure products or services of other persons or
transportation facilities or acts or omissions of transportation carriers
(collectively, a "Force Majeure Condition"). If any Force Majeure Condition
occurs, the party delayed or unable to perform shall give prompt notice to the
other party and shall take all reasonable steps to correct the force Majeure
Condition. During the pendancy of such Condition, the duties of the parties
under this agreement affected by the Force Majeure Condition shall be abated and
shall resume without liability thereafter.

  IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed and delivered this Agreement as of the day and year first above
written.

US WEST COMMUNICATIONS:

By:________________________________

Title:_____________________________


INTERCONNECTOR:

By:________________________________

Title:_____________________________
<PAGE>

                                   Exhibit A

    The Schedule of All Interstate and Intrastate Monthly Recurring Charges
    -----------------------------------------------------------------------

                         To be provided by the Parties
                         -----------------------------
<PAGE>

                                   Exhibit B


      The Schedule of All Interstate and Intrastate Nonrecurring Charges
      ------------------------------------------------------------------

                         To be provided by the Parties
                         -----------------------------
<PAGE>

                                   Exhibit C

                 Working Drawings and Specifications Entitled
                 --------------------------------------------

                         To be provided by the Parties
                         -----------------------------
<PAGE>

                                   Exhibit D

                           Point of Interconnection
                           ------------------------

                         To be provided by the Parties
                         -----------------------------