<PAGE>

                                INTERCONNECTION
                                   AGREEMENT


                                    BETWEEN

                         U S WEST COMMUNICATIONS, INC.

                                      AND

                            PAC-WEST TELECOMM, INC.

                                      FOR

                                   COLORADO
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                   <C>
1.  RECITALS.........................................................................  1
2.  SCOPE OF AGREEMENT...............................................................  1
3.  DEFINITIONS......................................................................  2
4.  RATES AND CHARGES GENERALLY......................................................  7
5.  RECIPROCAL TRAFFIC EXCHANGE......................................................  7
   5.1   Scope.......................................................................  7
   5.2   Traffic Types...............................................................  8
   5.3   Types of Exchanged Traffic..................................................  9
   5.4   Rate Structure.............................................................. 10
   5.5   LIS Interface Code Availability And Optional Features....................... 13
   5.6   Measuring Local Interconnection Minutes..................................... 14
   5.7   Testing..................................................................... 14
   5.8   Ordering.................................................................... 15
   5.9   Billing Arrangements........................................................ 16
   5.10  Mileage Measurement......................................................... 17
   5.11  Construction Charges........................................................ 17
6.  INTERCONNECTION.................................................................. 17
   6.1   Definition.................................................................. 17
   6.2   Mid-Span Meet POI and Mid-Span Meet Arrangements............................ 18
   6.3   Collocation................................................................. 19
   6.4   Entrance Facility........................................................... 19
   6.5   Quality of Interconnection.................................................. 19
   6.6   Points of Interface (POI)................................................... 19
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                  <C>
   6.7  Trunking Requirements....................................................... 20
   6.8  Interconnection Forecasting................................................. 21
   6.9  Service Interruptions....................................................... 22
7.  COLLOCATION..................................................................... 23
   7.1  General Description......................................................... 23
   7.2  Virtual Collocation......................................................... 24
   7.3  Physical Collocation........................................................ 25
   7.4  Collocation Rate Elements................................................... 29
   7.5  Collocation Installation Intervals.......................................... 32
   7.6  Microwave Physical Collocation.............................................. 33
   7.7  Common Collocation.......................................................... 41
8.  UNBUNDLED ACCESS/ELEMENTS....................................................... 43
   8.1  General Terms............................................................... 43
   8.2  Description of Unbundled Elements........................................... 44
9.  ANCILLARY SERVICES AND ARRANGEMENTS............................................. 52
   9.1  Signaling Access to Call-Related Databases.................................. 52
   9.2  Interim Number Portability.................................................. 53
   9.3  911/E-911 Service........................................................... 58
   9.4  Directory Assistance........................................................ 61
   9.5  White Pages Directory Listings.............................................. 61
   9.6  Busy Line Verify and Busy Line Interrupt Services........................... 64
   9.7  Toll and Assistance Operator Services....................................... 64
   9.8  Interconnection to Line Information Data Base (LIDB)........................ 66
   9.9  Access to Poles, Ducts, Conduits, and Rights of Way......................... 67
   9.10 Miscellaneous Ancillary Services............................................ 67
</TABLE>

                                                                         Page ii

<PAGE>

<TABLE>
<S>                                                                                   <C>
10.  ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)...................................   67
   10.1  Operational Systems Interfaces - Interface Implementation Timetable.......   67
   10.2  OSS Interface Design......................................................   67
   10.3  Accessible OSS Functions..................................................   68
   10.4  Billing Interfaces........................................................   72
   10.5  Compensation..............................................................   73
11.  RESALE........................................................................   74
   11.1  Description...............................................................   74
   11.2  Scope.....................................................................   74
   11.3  Ordering and Maintenance..................................................   74
   11.4  Pac-West Responsibilities.................................................   76
   11.5  Rates and Charges.........................................................   77
   11.6  Collateral and Training...................................................   80
   11.7  Directory Listings........................................................   80
   11.8  Billing...................................................................   80
   11.9  Deposit...................................................................   80
   11.10 Payment...................................................................   81
12.  ACCESS TO TELEPHONE NUMBERS...................................................   82
   12.1  Number Resources Arrangements.............................................   82
13.  DIALING PARITY................................................................   83
14.  U S WEST DEX ISSUES...........................................................   83
15.  ACCESS TO DATABASES...........................................................   83
16.  NOTICE OF CHANGES.............................................................   83
17.  REFERRAL ANNOUNCEMENT.........................................................   83
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                  <C>
18.  COORDINATED REPAIR CALLS.......................................................  83
19.  BONA FIDE REQUEST PROCESS......................................................  84
20.  AUDIT PROCESS..................................................................  86
21.  AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES.......................................  87
22.  LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING................................  88
23.  CONSTRUCTION CHARGES...........................................................  88
24.  SERVICE PERFORMANCE RESULTS....................................................  90
25.  IMPLEMENTATION SCHEDULE........................................................  93
26.  MISCELLANEOUS TERMS............................................................  94
   26.1  General Provisions.........................................................  94
   26.2  Term of Agreement..........................................................  94
   26.3  Letter of Authorization....................................................  95
   26.4  Payment....................................................................  95
   26.5  Taxes......................................................................  96
   26.6  Force Majeure..............................................................  96
   26.7  Limitation of Liability....................................................  97
   26.8  Indemnity..................................................................  97
   26.9  Intellectual Property......................................................  98
   26.10 Warranties................................................................. 100
   26.11 Assignment................................................................. 100
   26.12 Default.................................................................... 100
   26.13 Disclaimer of Agency....................................................... 101
   26.14 Severability............................................................... 101
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                               <C>
26.15 Nondisclosure.............................................................. 101
26.16 Survival................................................................... 102
26.17 Dispute Resolution......................................................... 103
26.18 Controlling Law............................................................ 104
26.19 Joint Work Product......................................................... 104
26.20 Responsibility for Environmental Contamination............................. 104
26.21 Notices.................................................................... 105
26.22 Responsibility of Each Party............................................... 105
26.23 No Third Party Beneficiaries............................................... 106
26.24 Referenced Documents....................................................... 106
26.25 Publicity and Advertising.................................................. 106
26.26 Amendment.................................................................. 106
26.27 Executed in Counterparts................................................... 106
26.28 Headings of No Force or Effect............................................. 106
26.29 Cancellation Charges....................................................... 106
26.30 Regulatory Approval........................................................ 107
26.31 Compliance................................................................. 107
26.32 Compliance with the Communications Law Enforcement Act of 1994 ("CALEA")... 107
26.33 Cooperation................................................................ 107
26.34 Entire Agreement........................................................... 107
</TABLE>

                                                                          page v

<PAGE>

                           INTERCONNECTION AGREEMENT

     This Interconnection Agreement is between Pac-West Telecomm, Inc. ("Pac-
West") and U S WEST Communications, Inc. ("USWC"), a Colorado corporation.

1.   RECITALS

     1.1  Pursuant to this Interconnection Agreement ("Agreement"), Pac-West
          Telecomm, Inc. ("Pac-West"), a Competitive Local Exchange Carrier and
          USWC (collectively, "the Parties") will extend certain arrangements to
          one another within each LATA in which they both operate within the
          state of Colorado.  This Agreement includes terms, conditions, and
          prices for network interconnection, access to unbundled network
          elements, ancillary network services, and retail services available
          for resale.  It will be submitted to Colorado Public Utilities
          Commission.  Notwithstanding this mutual commitment, however, the
          Parties enter 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 matters related to the types of arrangements prescribed by
          this Agreement.

     1.2  The Parties have agreed to certain provisions in this Agreement,
          based, in large part, on the existing state of the law, rules,
          regulations and interpretations thereof, as of the date hereof (the
          "Existing Rules"). To the extent that certain of the Existing Rules
          are changed and modified, and it reasonably appears that the Parties
          would have negotiated and agreed to different term(s), conditions(s),
          or covenant(s) than as contained herein had such change or
          modification been in existence before execution hereof, then this
          Agreement shall be amended to reflect such different term(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.

     1.3  This Agreement is entered into as a result of both private
          negotiations between the Parties and the incorporation of some of the
          results of arbitrated decisions by the Commission, acting pursuant to
          Section 252 (b) of the Act, and involving interconnection agreements
          of other parties. The Parties have included for convenience certain
          rates, terms or conditions in this Agreement which reflect rates,
          terms or conditions established in some or all of those other
          arbitrations. Pac-West acknowledges: (1) that those rates, terms or
          conditions are extended only because of the arbitrated results in
          other dockets, (2) that USWC intends to appeal certain of those
          decisions, and (3) that any negotiations, appeal, stay, injunction or
          similar proceeding impacting the applicability of those rates, terms
          or conditions to the local service providers who were parties to those
          arbitrations will similarly impact the applicability of those rates,
          terms or conditions to Pac-West. The Parties further recognize that
          this Agreement is subject to the generic proceedings by the Commission
          addressing the services in this Agreement.

2.   SCOPE OF AGREEMENT

     2.1  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"). 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.

     2.2  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

                                                                          Page 1
<PAGE>

          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.

     2.3  USWC will provide Pac-West with nondiscriminatory service quality as
          USWC provides its own subscribers with respect to all
          Telecommunications Services, Local Interconnection, Services for
          Resale and Network Elements.

     2.4  USWC shall provide to Pac-West services for resale that are equal in
          quality, subject to the same conditions (including the conditions in
          USWC's effective tariffs which are not otherwise inconsistent with the
          terms and conditions contained herein), within the same provisioning
          time intervals that USWC provides these services to itself, its
          affiliates and others, including end users, and in accordance with any
          applicable Commission service quality standards, including standards
          the Commission may impose pursuant to Section 252 (e)(3) of the Act.

     2.5  Each Network Element provided by USWC to Pac-West shall be at least
          equal in the quality of design, performance, features, functions,
          capabilities and other characteristics, including, but not limited to,
          levels and types of redundant equipment and facilities for power,
          diversity and security, that USWC provides to itself, USWC's own
          subscribers, to a USWC affiliate or to any other entity.

     2.6  The Parties agree to work jointly and cooperatively in testing and
          implementing processes for pre-ordering, ordering, maintenance,
          provisioning and billing and in reasonably resolving issues which
          result from such implementation on a timely basis.

     2.7  USWC shall not discontinue or refuse to provide any service provided
          or required hereunder without Pac-West's prior written agreement, nor
          shall USWC reconfigure, re-engineer or otherwise redeploy its network
          in a manner which would impair Pac-West's ability to offer
          Telecommunications Services in the manner contemplated by this
          Agreement, the Act or the FCC's rules and regulations. 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.

     2.8  USWC shall insure that all Pac-West end users experience the same
          dialing parity as similarly situated end users of USWC services, such
          that, for all call types: (a) a Pac-West end user is not required to
          dial any greater number of digits than a similarly-situated USWC end
          user; (b) the post-dial delay (time elapsed between the last digit
          dialed and the first network response), call completion rate and
          transmission quality experienced by a Pac-West end user is at least
          equal in quality to that experienced by a similarly-situated USWC end
          user; and (c) the Pac-West end user may retain its local telephone
          number, as further provided for in this Agreement (Interim Number
          Portability) so long as the end user continues receiving service in
          the same central office serving area.


3.   DEFINITIONS

     3.1  "Access Service Request" or "ASR" means the industry standard forms
          and supporting documentation used for ordering Access Services. The
          ASR will be

                                                                          Page 2
<PAGE>

          used to order trunking and facilities between Pac-West and USWC for
          Local Interconnection Service.

     3.2  "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
          Party's appropriate state and interstate access tariffs).

     3.3  "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.

     3.4  "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.

     3.5  "Basic Exchange Switched 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.

     3.6  "Basic Exchange Telecommunications Service" means a service offered to
          end users which provides the end user with a telephonic connection to,
          and a unique local telephone number address on, the public switched
          telecommunications network, and which enables such end user to
          generally place calls to, or receive calls from, other stations on the
          public switched telecommunications network. Basic residence and
          business line services are Basic Exchange Telecommunications Services.
          As used solely in the context of this statement and unless otherwise
          agreed, Basic Exchange Telecommunications Service includes access to
          ancillary services such as 911, directory assistance and operator
          services.

     3.7  "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 end user's Basic Exchange Telecommunications Service
          line.

     3.8  "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.  Reference Technical Pub. 77342.

     3.9  "Central Office Switch" means a switch used to provide
          telecommunications services, including, but not limited to:

          3.9.1  "End Office Switches" which are used to terminate end user
                 station loops for the purpose of interconnecting to each other
                 and to trunks; and

          3.9.2  "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.

                                                                          Page 3
<PAGE>

          3.10 "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", "virtual", or "common". 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.

          3.11 "Commission" means the Colorado Public Utilities Commission.

          3.12 "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.

          3.13 "Co-Provider" means an entity authorized to provide Local
               Exchange Service that does not otherwise qualify as an incumbent
               Local Exchange Carrier ("LEC").

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

          3.15 "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level
               signal in the time-division multiplex hierarchy. 3.16 "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.

          3.17 "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.

          3.18 "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.

          3.19 "Extended Area Service (EAS)/Local Traffic" means traffic that is
               originated by an end user of one Party and terminates to an end
               user of the other Party as defined in accordance with USWC's then
               current EAS/local serving areas, as determined by the Commission.
               The Rate Centers of the calling and called numbers shall
               determine whether a call is Extended Area Service (EAS)/Local
               traffic.

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

          3.21 "Interconnection" is as described in the Act and refers to the
               connection of separate pieces of equipment, facilities, or
               platforms between networks for the

                                                                          Page 4
<PAGE>

               purpose of transmission and routing of telephone exchange service
               traffic and exchange access traffic.

          3.22 "Interexchange Carrier" or "IXC" means a carrier that provides,
               directly or indirectly, InterLATA or IntraLATA Toll services.

          3.23 "IntraLATA Toll" is defined in accordance with USWC's current
               IntraLATA toll serving areas, as determined by the Commission.

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

          3.25 "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.

          3.26 "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 of the Alliance for
               Telecommunications Industry Solutions. 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 Co-Provider)
               or by one LEC in two or more states within a single LATA.

          3.27 "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 of the Alliance for Telecommunications Industry
               Solutions. 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 Co-Provider). It is
               published by Bellcore as SRBDS 00983.

          3.28 "Meet-Point Billing" or "MPB" refers to an arrangement whereby
               two LECs (including a LEC and Co-Provider) jointly provide
               Switched Access Service to an Interexchange Carrier, with each
               LEC (or Co-Provider) receiving an appropriate share of the
               transport element revenues as defined by their effective access
               tariffs.

          3.29 "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.

          3.30 "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.

                                                                          Page 5
<PAGE>

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

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

          3.33 "Point of Interface", "Point of Interconnection", or "POI" is a
               mutually agreed upon point of demarcation where the exchange of
               traffic between two LECs (including a LEC and a Co-Provider)
               takes place.

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

          3.35 "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 Co-Provider) 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 Co-Provider) 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.

          3.36 "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 users.

          3.37 "Routing Point" means a location that a LEC or Co-Provider 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 Co-Provider. 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
               Routing Point may be different than the rate center point, need
               not be located within the rate center area, and it must be
               located within the local calling area that includes the NPA/NXX.

          3.38 "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.

          3.39 "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.

                                                                          Page 6
<PAGE>

     3.40 "Switched 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
          Access Services include: Feature Group A, Feature Group B, Feature
          Group D, 800/888 access, and 900 access and their successors or
          similar Switched Access services.

     3.41 "Tariff" as used throughout this Agreement refers to USWC and/or Co-
          Provider interstate tariffs and state tariffs, price lists, price
          schedules and catalogs.

     3.42 "Telecommunications Carrier" means any provider of telecommunications
          services, except that such term does not include aggregators of
          telecommunications services (as defined in Section 226 of the Act). A
          Telecommunications Carrier shall be treated as a common carrier under
          the Act only to the extent that it is engaged in providing
          telecommunications services, except that the Commission shall
          determine whether the provision of fixed and mobile satellite service
          shall be treated as common carriage.

     3.43 "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 appropriate state commission for
          the incumbent LEC.

     3.44 "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 Center shall mean those points eligible for such connections as
          specified in the FCC rules.

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

4.   RATES AND CHARGES GENERALLY

     4.1  Prices for termination and transport of traffic, Interconnection,
          access to unbundled Network Elements, and ancillary services are set
          forth in Appendix A.

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

     4.3  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.

5.   RECIPROCAL TRAFFIC EXCHANGE

     5.1  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

                                                                          Page 7
<PAGE>

          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 be compensated for reciprocal traffic
          exchange only where the Parties directly exchange traffic between
          their respective networks, without the use of third party transit
          providers.

     5.2  Traffic Types

          The Traffic Types to be exchanged under this Agreement include:

          5.2.1  EAS/Local Traffic as defined above.

          5.2.2  IntraLATA Toll traffic as defined above.

          5.2.3  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.

          5.2.4  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 Co-Provider, an existing LEC, 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.

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

                 5.2.5.1   Directory Assistance
                 5.2.5.2   911/E911
                 5.2.5.3   Operator call termination (busy line interrupt and
                           verify)
                 5.2.5.4   800/888 database dip
                 5.2.5.5   LIDB
                 5.2.5.6   Information services requiring special billing.

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

                                                                          Page 8
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     5.3  Types of Exchanged Traffic

          5.3.1  Termination of Local Traffic.

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

          5.3.2  Transport of Local Traffic

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

                 5.3.2.1  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.

                 5.3.2.2  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 or direct trunk transport.

                 5.3.2.3  Based on actual and/or 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, for a 60 day period, the traffic
                          shall be exchanged via a dedicated (i.e., direct)
                          trunk group from the Pac-West switch directly to the
                          USWC end office. Upon mutual agreement of the Parties,
                          within 60 calendar days, the actual traffic will be
                          cooperatively moved to an USWC end office or Pac-West
                          may propose, upon approval from USWC, an alternative
                          method to remove the traffic volume. USWC will not
                          unreasonably withhold the acceptance of this
                          alternative method proposed by Pac-West. 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 provision the
                          facility and cannot otherwise agree, the Parties may
                          agree to resolve the dispute through the submission of
                          competitive bids.

                                                                          Page 9
<PAGE>

                    5.3.3    Transit Traffic.

                    5.3.3.1  USWC will accept traffic originated by Pac-West and
                             will terminate it at a Point of Interconnection
                             with another Co-Provider, LEC, IXC, or wireless
                             carrier. USWC will provide this transit service
                             through local and access tandem switches. Pac-West
                             may also provide USWC with transit service.

                    5.3.3.2  To the extent technically feasible, the Parties
                             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.

                    5.3.3.3  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.

             5.3.4  Toll Traffic.

                    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.

     5.4     Rate Structure

             5.4.1  Local Traffic

                    5.4.1.1    Call Termination

                         5.4.1.1.1      The Parties agree that call termination
                                        rates as described in Appendix A will
                                        apply reciprocally for the termination
                                        of EAS/Local traffic per minute of use.
                                        The Parties agree to perform monthly
                                        joint traffic audits, based upon
                                        mutually agreeable measurement criteria
                                        and auditing standards. There will be no
                                        reciprocal compensation for the initial
                                        four months of traffic exchange.

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

                                                                         Page 10
<PAGE>

               5.4.1.1.3 For traffic terminated at a USWC or Pac-West tandem
                         switch, the tandem switched rate and the tandem
                         transmission rate in Appendix A shall apply in addition
                         to the end office call termination rate described
                         above.

               5.4.1.1.4 The Parties acknowledge that Pac-West will initially
                         serve all of its end users 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. For purposes of call
                         termination, the initial Pac-West switch shall be
                         treated in accordance with its functionality as either
                         a tandem or end office switch, and USWC will treat Pac-
                         West tandem switches based on the criteria defined by
                         the appropriate state Commission. In the absence of a
                         state commission criteria, USWC's reasonable and
                         nondiscriminatory criteria will prevail.

               5.4.1.1.5 Neither Party shall be responsible to the other for
                         call termination charges associated with third party
                         traffic that transits such Party's network, provided
                         that such Party does not seek to recover call transport
                         and termination charges, encompassed within any transit
                         charges applied to the third party, attributable to the
                         other's transport and termination of the third party's
                         traffic. USWC will not block traffic originated from a
                         third party LEC that is transited across USWC
                         facilities and terminated to Pac-West.

                         There are three types of transit traffic:

                         Local transit:  Each party is responsible for
                         collecting the appropriate charges from the originating
                         company. If the transiting party collects any charges
                         associated with the transit of the originating
                         company's traffic across Terminating party's network;
                         the transiting party shall pay the appropriate charges
                         due to the terminating party.

                         IntraLATA Toll transit:  Each party is responsible for
                         collecting the appropriate charges from the originating
                         company. Where USWC is the designated IntraLATA Toll
                         provider for existing LECs, USWC will act as the
                         originating company.

                         Jointly Provided Switched Access:  The Parties will use
                         industry standards developed to handle the provision
                         and billing of jointly provided switched access (MECAB,
                         MECOD, and the Parties' FCC and state access Tariffs).
                         Each Party will bill the

                                                                         Page 11
<PAGE>

                         IXC the appropriate portion of its Switched Access
                         rates. USWC will also provide the one-time notification
                         to Pac-West of the billing name, billing address and
                         carrier identification codes of the IXCs subtending any
                         access tandems to which Pac-West directly connects.
                         This type of traffic is discussed separately in this
                         Section.

  5.4.2  Transport

         5.4.2.1    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.

         5.4.2.2    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.

         5.4.2.3    Direct trunk 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.

         5.4.2.4    If the Parties elect to establish two-way direct trunks,
                    whether for entrance facility or other intercarrier
                    transport, the compensation for such jointly used 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. This 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.

                    If the Parties elect to establish two-way trunks, the
                    compensation for such jointly used, shared facilities shall
                    be adjusted as follows.

                    The provider of the DTT will always bill 100% of the charges
                    for the facility to the other Party, who will in turn, bill
                    the provider 50% of the DTT charges. Payments according to
                    this 50/50 allocation of traffic will continue until either
                    Party provides actual busy hour minutes of use data to
                    substantiate a change in the allocation.

                                                                         Page 12
<PAGE>

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

          5.4.3  Toll Traffic.

                 Applicable Switched Access Tariff rates, terms, and conditions
                 apply to toll traffic routed to an access tandem, or directly
                 to an end office. For each carrier, relevant rate elements
                 include Direct Trunk Transport or Tandem Switched Transport,
                 Interconnection Charge, Local Switching, and Carrier Common
                 Line, as appropriate.

          5.4.4  Transit Traffic.

                 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.

     5.5  LIS Interface Code Availability And Optional Features

          5.5.1  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.

          5.5.2  Switching Options.

                 5.5.2.1  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 this Agreement,
                          must be ordered by Pac-West when SS7 Out-of-Band
                          Signaling is requested on LIS trunks.

                 5.5.2.2  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

                                                                         Page 13
<PAGE>

                          available on trunks to USWC's local tandem switches or
                          end offices where it is currently not deployed. Pac-
                          West agrees to use the Bona Fide 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
                          BFR 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.

     5.6  Measuring Local Interconnection Minutes

          5.6.1  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.

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

          5.6.3  When applicable, each Party shall provide to the other:

                 5.6.3.1  Bellcore formatted records to generate bills to the
                          other Party;

                 5.6.3.2  measurement of minutes of use over Local
                          Interconnection Trunk groups in actual conversation
                          seconds. The total conversation seconds over each
                          individual Local Interconnection Trunk Group will be
                          totaled for the entire monthly bill-cycle and then
                          rounded to the next whole minute; and

                 5.6.3.3  within twenty (20) calendar days after the end of each
                          quarter (commencing with the first full quarter after
                          the Effective Date of this Agreement), a usage report
                          with the total traffic volume described in terms of
                          minutes and messages and by call type (local, toll,
                          and other) terminated to each other over SS7 Local
                          Interconnection Trunk Groups.

     5.7  Testing

          5.7.1  Acceptance Testing

                 At the time of installation of an LIS trunk group, and at no
                 additional charge, the Parties will cooperatively test LIS
                 trunk groups using the same parameters tested for terminating
                 Feature Group D Switched

                                                                         Page 14
<PAGE>

                 Access Service. See USWC's applicable Switched Access Tariff
                 for the specifications.

          5.7.2  Testing Capabilities

                 5.7.2.1  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).

                 5.7.2.2  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.

     5.8  Ordering

          5.8.1  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. 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.

          5.8.2  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. On subsequent orders
                 utilizing existing DS3 Interconnection facilities, or DS3
                 Direct Trunk Transport facilities, the provider will assign the
                 DS1 facility to the DS3 Interconnection facility or DS3 Direct
                 Trunk Transport facility, as directed by the ordering Party.

          5.8.3  Initial and subsequent requests for first-time interconnection
                 site(s) will be preceded by a joint planning meeting
                 (augmentation of existing interconnection site(s) may not
                 require a joint planning meeting). 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.

          5.8.4  On a nondiscriminatory basis, service intervals and due dates
                 for the initial establishment of trunking arrangements at each
                 location of Interconnection between the Parties will be
                 determined on an individual

                                                                         Page 15
<PAGE>

                 case basis, provided that USWC will install initial
                 interconnection trunks between a Pac-West facility and USWC
                 switch within 120 days of Pac-West's initial order accepted by
                 USWC for such facilities. Where there are mitigating
                 circumstances, the Parties will mutually agree to a due date
                 that may be more than 120 days.

          5.8.5  Pac-West may request interconnection points beyond those listed
                 in the FCC rules using the BFR process.

          5.8.6  USWC must provide installation (including intervals) to Pac-
                 West in a nondiscriminatory manner equal to that which USWC
                 provides itself, its affiliates and any other Co-Provider.

     5.9  Billing Arrangements

          5.9.1  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.

          5.9.2  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.

          5.9.3  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.

          5.9.4  Pac-West and USWC agree to exchange such reports and/or data as
                 provided in this Agreement to facilitate the proper billing of
                 traffic. Either Party may request an audit of such usage
                 reports on no fewer than thirty (30) business days' written
                 notice and any audit shall be accomplished during normal
                 business hours at the office of the Party being audited. Such
                 audit must be performed by a mutually agreed to independent
                 auditor paid for by the Party requesting the audit and may
                 include review of the data described in this Agreement with
                 respect to the reciprocal exchange of traffic.

                                                                         Page 16
<PAGE>

          5.9.5  Each Party will bill the IXCs 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

          5.9.6  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. For all originating 800/888 database
                 inquiry and translation functions, the charges will be billed
                 to the Interexchange Carrier transporting the call.

     5.10 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.

     5.11 Construction Charges

          If applicable, construction charges will apply as detailed in the
          Construction Charges section of this Agreement.

6.   INTERCONNECTION

     6.1  Definition

          6.1.1  "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 Common, Virtual, Physical
                 Collocation and Microwave Physical Collocation, entrance
                 facilities or Mid-Span Meet arrangements, as requested by Pac-
                 West and agreed to by USWC.

          6.1.2  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, the location of the signaling transfer
                 points necessary to exchange traffic and access call related
                 databases. Other technically feasible points may be required by
                 state or federal regulations or may be determined by the BFR
                 Process. Unbundled network elements as ordered by state or
                 federal regulations are not subject to feasibility charges.
                 Additionally, unbundled network

                                                                         Page 17
<PAGE>

                 elements identified by state or federal regulations may not
                 require the BFR process for pricing.

     6.2  Mid-Span Meet POI and Mid-Span Meet Arrangements

          6.2.1  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, unless otherwise agreed, the total costs of such
                 provisions and maintenance shall be accounted for by each Party
                 and apportioned between them.

          6.2.2  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.

          6.2.3  Physical Arrangements of Mid-Span Meets: In a Mid-Span Meet,
                 each Party extends its facilities to meet the other Party. The
                 point where the facilities meet is the Mid-Span point. Each
                 Party bears its own costs to establish and maintain a Mid Span
                 Meet arrangement. However, the Parties also agree that a
                 technical arrangement for a Mid-Span Meet may involve one Party
                 placing and extending its fiber facilities to the Wire Center
                 of the other Party, with sufficient additional length on the
                 fiber to permit the receiving Party to terminate the fiber
                 without requiring splicing of the fiber facilities prior to the
                 terminal equipment in the receiving Party's Wire Center. In
                 this situation, the Parties will negotiate reasonable
                 compensation to be paid to the Party extending the facilities
                 for the associated labor, materials, and conduit space used in
                 extending its facilities beyond a negotiated Mid-Span point.

          6.2.4  Engineering Specifications: The Parties agree to establish
                 technical interface specifications for Mid-Span Meet
                 arrangements that permit the successful interconnection and
                 completion of traffic routed over the facilities that
                 interconnect at the Mid-Span Meet. The technical specifications
                 will be designed so that each Party may, as far as is
                 technically feasible, independently select the transmission,
                 multiplexing, and fiber terminating equipment to be used on its
                 side of the Mid-Span Meet. Requirements for such
                 interconnection specifications will be defined in joint
                 engineering planning sessions between the Parties. The Parties
                 will use good faith efforts to develop and agree on these
                 specifications within 90 days of the determination by the
                 Parties that such specifications shall be implemented, and in
                 any case, prior to the establishment of any Mid-Span Meet
                 arrangements between them. In the event the Parties cannot
                 agree on the technical specifications required, the Parties
                 will, after discussion at the Vice Presidential level,
                 interconnect with each other using one of the other
                 interconnection arrangements defined elsewhere in this
                 Agreement or pursue the dispute resolution procedures contained
                 herein.

                                                                         Page 18
<PAGE>

                 Prior to the establishment of any Mid-Span Meet arrangement,
                 the Parties agree to jointly develop all additional necessary
                 requirements for such interconnection, including but not
                 limited to such items as control and assignment of facilities
                 within the fiber Mid-Span Meet arrangement, network management
                 requirements, maintenance responsibilities, and operational
                 testing and acceptance requirements for installation of Mid-
                 Span Meets.

     6.3  Collocation

          Interconnection may be accomplished through Virtual, Physical
          Collocation, Common and Microwave Physical Collocation.  The terms and
          conditions under which Collocation will be available are described in
          the Collocation section of this Agreement.

     6.4  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.

     6.5  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 its
          affiliates or any other Co-Provider in a manner less efficient than it
          would impose on itself, or its affiliates or any other Co-Provider.
          The quality of Interconnection will be at least equal to that USWC
          itself, or its affiliates or any other Co-Provider.

          Both Parties agree to manage their network switches in accordance with
          the Bellcore LSSGR.

     6.6  Points of Interface (POI)

          6.6.1  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
                 within 15 business days of Pac-West's written request. The
                 following alternatives are negotiable: (1) a DS1 or DS3
                 entrance facility; (2) Virtual Collocation; (3) Physical
                 Collocation; (4) Common Collocation and (5) 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.

          6.6.2  Pac-West shall establish a POI in each local calling area in
                 which it is delivering and receiving local traffic. Pac-West
                 may establish the POI in a particular calling area through the
                 use of its own facilities or through the lease of facilities
                 from other providers. USWC may not require nor prevent Pac-West
                 from establishing more than one POI in each local calling area
                 served by Pac-West. Pac-West will be responsible for
                 engineering and maintaining its network on its side of the POI.
                 If and when the Parties choose to interconnect at a mid-span
                 meet, the Parties

                                                                         Page 19
<PAGE>

                 will agree to the actual point of interface and facilities used
                 will be subject to negotiations between the Parties.

          6.6.3  Pac-West may request, through the BFR Process set forth in this
                 Agreement, a "non-standard" technically feasible
                 interconnection arrangement. Pac-West must compensate USWC for
                 any non-standard arrangements USWC constructs on behalf of Pac-
                 West. The Parties will negotiate the interconnection
                 arrangements and the prices USWC will charge for non-standard
                 facilities constructed by USWC on behalf of Pac-West.

     6.7  Trunking Requirements

          6.7.1  The Parties agree 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.

          6.7.2  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.

                 6.7.2.1  IntraLATA Toll and Switched Access trunks
                 6.7.2.2  EAS/Local trunks
                 6.7.2.3  Directory Assistance trunks
                 6.7.2.4  911/E911 trunks
                 6.7.2.5  Operator services trunks
                 6.7.2.6  Commercial Mobile Radio Service/Wireless traffic for
                          which Pac-West serves as the transit provider between
                          the CMRS provider and USWC.
                 6.7.2.7  Meet-Point Billing
                          Trunks (for the joint provision of Switched Access)
                 6.7.2.8  Mass calling trunks, if applicable

          6.7.3  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.

          6.7.4  The Parties will provide Common Channel Signaling (CCS) to one
                 another, where available, in conjunction with all EAS/Local
                 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.

          6.7.5  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
                 signaling.

                                                                         Page 20
<PAGE>

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

          6.7.7  USWC will cooperate in the provision of TNS (Transit Network
                 Selection) for the joint provision of Switched Access Service.

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

          6.7.9  Pac-West is responsible for terminating local traffic as
                 required by the appropriate commission, and/or applicable
                 state, federal rule or regulations. The Parties agree to
                 terminate local traffic in the same EAS local area as such
                 traffic originated.

          6.7.10 USWC will make reasonable and nondiscriminatory efforts to meet
                 Pac-West's requested due date for the provision of Local
                 Interconnect Trunk Groups.

     6.8  Interconnection Forecasting

          6.8.1  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.

          6.8.2  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 6.7.2 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 and shall include:

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

                 6.8.2.2  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.
<PAGE>

               6.8.3  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.

               6.8.4  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.

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

               6.8.6  USWC will use its best efforts to notify Pac-West of any
                      potential facilities exhaustion or outages that could have
                      a significant impact on any Pac-West orders for such
                      facilities or Pac-West operations in a nondiscriminatory
                      manner.

          6.9  Service Interruptions

               6.9.1  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.

               6.9.2  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".

               6.9.3  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. The Impaired Party 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. In the Impairment of Service, the Parties will
                      use applicable tariffs or dispute resolution to address
                      the out-of-service conditions and if applicable,
                      appropriate credit.

               6.9.4  To facilitate trouble reporting and to coordinate the
                      repair of the service provided by each Party
<PAGE>

                      to the other under this Agreement, each Party shall
                      designate a Trouble Reporting Control Office (TRCO) for
                      such service.

               6.9.5  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.

               6.9.6  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.

               6.9.7  Before either Party reports a trouble condition, each
                      shall use its best efforts to isolate the trouble to the
                      other's facilities.

                      6.9.7.1  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.

                      6.9.7.2  The Parties shall cooperate in isolating trouble
                               conditions.


7.   COLLOCATION

     7.1  General Description

          7.1.1  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 BFR Process
                 or through additional Interconnection negotiations under the
                 Act. USWC will provide the resources necessary for the
                 operation and economical use of collocated equipment. USWC
                 designated POIs for network interconnection can be established
                 for Virtual, Physical, Microwave, and Common Collocation
                 arrangements.

          7.1.2  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. For the purposes of
                 Collocation, the POI shall be that point outside the USWC
                 central office where the Pac-West and USWC fibers meet. If
                 necessary, USWC may bring the cable into compliance with USWC
                 internal fire code standards and extend the cable to the
                 collocated space.

          7.1.3  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
<PAGE>

                 remove any unused cabling to free up entrance ducts when no
                 other ducts are available. Cable entry will be limited to fiber
                 facilities.

          7.1.4  Pac-West may collocate transmission equipment to terminate
                 basic transmission facilities or other equipment pursuant to
                 generally applicable Commission rules. Pac-West may request
                 Collocation of other equipment pursuant to the BFR Process or
                 through additional Interconnection negotiations under the Act.
                 Pac-West must identify what equipment will be installed, to
                 allow for USWC to use this information in engineering the
                 power, floor loading, heat release, and HVAC.

          7.1.5  Nothing in this part shall be construed to limit Pac-West's
                 ability to obtain both Virtual and Physical Collocation in a
                 single location.

     7.2  Virtual Collocation

          7.2.1  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.

          7.2.2  Pac-West will not have physical access to the USWC wire center
                 building pursuant to a Virtual Collocation arrangement. USWC
                 will not provide access for a Virtual Collocation arrangement.

          7.2.3  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.

          7.2.4  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.

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

          7.2.6  USWC does not guarantee the reliability of Pac-West's virtually
                 collocated equipment, but USWC is responsible for proper
                 installation, maintenance and repair of such equipment,
                 including the change out of electronic cards provided by Pac-
                 West.

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

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

          7.2.9  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
<PAGE>

                 virtually collocated equipment. Title to the Pac-West virtually
                 collocated equipment shall not pass to USWC.

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

          7.2.11  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. Pac-West shall advise the
                  manufacturer and seller of the virtually collocated equipment
                  that Pac-West's equipment will be possessed, installed and
                  maintained by USWC.

          7.2.12  Pac-West's virtually collocated equipment must comply with the
                  Bellcore Network Equipment Building System (NEBS) Generic
                  Equipment Requirements TR-NWT-000063, USWC 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.

          7.2.13  USWC may restrict the type of virtually collocated equipment
                  in accordance with state or federal regulations. Generally,
                  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 BFR Process or
                  through additional Interconnection negotiations under the Act.

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

          7.2.15  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.

     7.3  Physical Collocation

          7.3.1   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.

          7.3.2   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)
<PAGE>

                  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.

          7.3.3   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.

          7.3.4   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.

          7.3.5   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.

          7.3.6   Pac-West's leased floor space will be separated from other
                  competitive providers and USWC space through a cage enclosure.
                  Pac-West may elect to have USWC construct the enclosure, or
                  choose from USWC approved contractors to construct the cage,
                  meeting USWC's installation Technical Publication 77350. Pac-
                  West must determine at the time of application whether USWC or
                  an approved contractor will construct the cage enclosure.

          7.3.7   The following standard features will be provided by USWC:

                  7.3.7.1  Heating, ventilation and air conditioning.

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

                  7.3.7.3  Electrical power/backup.

          7.3.8   USWC Responsibilities

                  7.3.8.1  Design the floor space within each wire center which
                           will constitute Pac-West's leased space.

                  7.3.8.2  Ensure that the necessary construction work is
                           performed to build Pac-West's leased physical space
                           and the riser from the vault to the leased physical
                           space.

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

                  7.3.8.4  Extend USWC-provided and owned fiber optic cable from
                           the POI through the cable vault and extend the cable
                           to
<PAGE>

                             Pac-West's leased physical space or place the cable
                             in fire retardant tubing prior to extension to Pac-
                             West's leased physical space.

                    7.3.8.5  Installation and maintenance and all related
                             activity necessary to provide channel termination
                             between USWC's and Pac-West's equipment.

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

          7.3.9     Pac-West Responsibilities

                    7.3.9.1  Determine who constructs the cage or enclosure for
                             the physical space.

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

                             Where applicable, procure and provide all necessary
                             fiber interconnection cable and connectors from the
                             USWC fiber distribution panel and the cage
                             enclosure.

                             Where applicable, procure and provide all necessary
                             cable and connectors from the cage to the USWC
                             distributing frame designated as the single point
                             of termination (SPOT).

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

                    7.3.9.4  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.

          7.3.10    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.

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

          7.3.12    If, at any time, USWC reasonably 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.
<PAGE>

          7.3.13    If, during installation, USWC reasonably 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.

          7.3.14    USWC shall provide basic telephone service with a connection
                    jack as requested by Pac-West from USWC for the collocated
                    space. Upon Pac-West's request and following the normal
                    provisioning process, this service shall be available at the
                    Pac-West collocated space on the day the space is turned
                    over to Pac-West by USWC.

          7.3.15    Where available, USWC shall provide access to eyewash
                    stations, bathrooms and drinking water within the collocated
                    facility on a twenty-four (24) hours per day, seven (7) days
                    per week basis for Pac-West personnel and its designated
                    agents.

          7.3.16    USWC will make reasonable efforts, equal to those they
                    provide themselves, to inform Pac-West prior to those
                    instances where USWC or its subcontractors may be performing
                    work that could reasonably potentially affect Pac-West's
                    service. USWC will make reasonable efforts to inform Pac-
                    West by telephone of any emergency related activity prior to
                    the start of the activity that USWC or its subcontractors
                    may be performing that could reasonably potentially affect
                    Pac-West's service, so that Pac-West can take any action
                    required to monitor or protect its service.

          7.3.17    USWC shall provide information regarding the location, type
                    and cable termination requirements (i.e., connector type,
                    number and type of pairs and naming convention) for the USWC
                    point of termination to Pac-West which will be available ten
                    (10) days prior to completion of buildout of collocation
                    space.

          7.3.18    USWC shall provide the dimensions for Pac-West Outside Plant
                    Fiber ingress and egress into Pac-West collocated space
                    which will be available ten (10) days prior to completion of
                    buildout of collocation space.

          7.3.19    USWC shall provide the sizes and number of power feeders for
                    the collocated space to Pac-West as part of USWC's quote for
                    collocated space.

          7.3.20    USWC shall provide positive confirmation to Pac-West when
                    construction of Pac-West collocated space is fifty percent
                    (50%) completed. This confirmation shall also include
                    confirmation of the scheduled completion and turnover dates.

          7.3.21    Pac-West shall have the right to seek binding arbitration in
                    accordance with the provisions of the Dispute Resolution
                    procedures set forth in the


<PAGE>

                 General Section of this Agreement to resolve any issues arising
                 from delays in the negotiated completion and turnover dates
                 which create expenditures or delays for Pac-West.

          7.3.22 USWC shall provide the following information to Pac-West within
                 five (5) business days or as reasonably necessary upon receipt
                 of a written request from Pac-West:

                 (a)   additional work restriction guidelines;

                 (b)   USWC or industry technical publication guidelines that
                       impact the design of USWC collocated equipment will be
                       utilize by Pac-West:

                 (c)   appropriate USWC contacts (names and telephone numbers)
                       for the following areas:

                       Engineering
                       Physical & Logical Security
                       Provisioning
                       Billing
                       Operations
                       Site and Building Managers
                       Environmental and Safety; and

                 (d)   escalation process for the USWC employees (names,
                       telephone numbers and the escalation order) for any
                       disputes or problems that might arise pursuant to Pac-
                       West's collocation.

     7.4  Collocation Rate Elements

          7.4.1  Common Rate Elements

                 The following rate elements specified in Appendix A are common
                 to both Virtual and Physical Collocation:

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

                 7.4.1.2   Entrance Facility. Provides for fiber optic cable on
                           a two-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.

                 7.4.1.3   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 per-setup and per-fiber-spliced rate
                           elements.

                 7.4.1.4   -48 Volt Power. Provides -48 volt power to the Pac-
                           West collocated equipment. Charged on a per ampere
                           basis.
<PAGE>

                 7.4.1.5  -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).

                 7.4.1.6  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.

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

                 7.4.1.8  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.

                 7.4.1.9  Collocation Cross Connection. A charge to connect two
                          collocated Co-Providers within the same serving wire
                          center. The cross connect is between like intermediary
                          frames (e.g., DS0, DS1) within USWC's serving wire
                          center. There is a monthly recurring charge and a
                          nonrecurring installation charge, both will be billed
                          to the specific Co-Provider requesting the cross
                          connect.

                 7.4.1.10 Collocation Single Point of Termination (SPOT). A
                          charge associated with the installation, change and
                          maintenance of Pac-West's equipment on the USWC SPOT
                          cross-connect bay or frame within a wire center.
                          Recurring and nonrecurring charges are assessed per
                          two-wire pair, per Analog PLTS/DDS termination,
                          Unbundled Network terminations, and per termination
                          for each DS1 or DS3 requested.
<PAGE>

               7.4.1.11  Collocation Cable Racking. A nonrecurring charge for
                         cable racking required between Pac-West's equipment and
                         USWC's SPOT. Cable Racking is assessed on a per foot
                         basis for each two-wire pair, per Analog PLTS/DDS
                         termination, Unbundled Network terminations and per
                         termination for each DS1 or DS3 requested.

               7.4.1.12  Collocation Grounding. A charge associated with
                         providing grounding for Pac-West's cage enclosure and
                         equipment. Recurring and nonrecurring charges are
                         assessed per foot to Pac-West's cage enclosure.

       7.4.2   Physical Collocation Rate Elements

               The following rate elements, as specified in Appendix A, apply
               only to Physical Collocation arrangements:

               7.4.2.1   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.

               7.4.2.2   Enclosure Buildout. The Cage Enclosure Buildout element
                         includes the material and labor to construct the
                         enclosure. Pac-West may choose from USWC approved
                         contractors to construct the cage, in accordance with
                         USWC's installation Technical Publication 77350. It
                         includes a nine foot cage enclosure, 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). Also provides for humidification, if required.
                         Pricing for the Enclosure Buildout will be provided on
                         an individual basis due to the uniqueness of Pac-West's
                         requirements, central office structure and
                         arrangements.

       7.4.3   Virtual Collocation Rate Elements

               The following rate elements, as specified in Appendix A, apply
               uniquely to Virtual Collocation:

               7.4.3.1   Maintenance Labor -- Provides for the labor necessary
                         for repair of out of service and/or service-affecting
                         conditions

                                                                         Page 31
<PAGE>

                         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.

               7.4.3.2   Training Labor -- Provides for the billing of vendor-
                         provided training for USWC personnel on a USWC specific
                         geographic 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 USWC specific geographic
                         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 USWC
                         specific geographic area. The amount of training billed
                         to Pac-West will be reduced by half, should a second
                         collocator in the same USWC specific geographic area
                         select the same virtually collocated equipment as Pac-
                         West.

               7.4.3.3   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.

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

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

     7.5  Collocation Installation Intervals

          The following intervals are common to both Virtual and Physical
          Collocation:

          7.5.1  Acknowledgment of Floor Space Availability. Within fifteen days
                 of the receipt by USWC from Pac-West of a Request for
                 Collocation, USWC will notify Pac-West whether sufficient floor
                 space is available to accommodate Pac-West's request.

          7.5.2  Quote Preparation. Within twenty-five business days of Pac-
                 West's receipt of space availability by USWC, USWC will provide
                 Pac-West with a written quotation containing all nonrecurring
                 charges for the requested collocation arrangement.

                                                                         Page 32
<PAGE>

          7.5.3  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.

          7.5.4  Completion of Enclosure Construction (Physical Collocation
                 only). Within 90 days of the acceptance of the quotation by
                 Pac-West, the construction of the necessary cage enclosure
                 shall be completed, subject to any delays caused by government
                 agencies beyond USWC's control. At this time, the leased floor
                 space will be available to Pac-West for installation of its
                 collocated equipment.

          7.5.5  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.

     7.6  Microwave Physical Collocation

          7.6.1  Where technically feasible and available, USWC will provide for
                 physical collocation of Pac-West's microwave equipment on the
                 roofs of USWC's Central Office Buildings. Such equipment will
                 be limited to only that which is necessary for local
                 interconnection of Pac-West's network facilities to USWC's
                 network or access to USWC's unbundled network elements.

                 Microwave Physical Collocation includes placement of supporting
                 masts, non-penetrating roof mounts ("NPRM"), and microwave
                 antenna(e) on the roof top or other suitable exterior spaces of
                 USWC's Central Offices. The method of placing Pac-West's
                 antenna(e) shall be by NPRM unless the Parties mutually agree
                 to a different method. The Parties agree that the elements
                 listed below reflect requirements for Microwave Physical
                 Collocation, which shall be provided in accordance with the
                 rates, terms and conditions set forth below. The Parties
                 acknowledge that Microwave Physical Collocation requires
                 unobstructed line-of-sight. Unobstructed line-of-sight will be
                 provided by USWC where technically feasible but is not
                 guaranteed to be available.

          7.6.2  Provisioning Process and Fees:
                 -----------------------------

                 7.6.2.1  Initial Site Visit:  Pac-West will provide a Site
                          ------------------
                          Visit Request to USWC, in writing, setting forth the
                          names of the USWC Central Office Building(s) Pac-West
                          wishes to visit for potential Microwave Physical
                          Collocation. Such site visit consists of Pac-West
                          representatives and appropriate USWC personnel
                          visiting a USWC Central Office building for the
                          purpose of determining whether an unobstructed line
                          -of-sight is technically feasible. Such Site Visit
                          does not obligate Pac-West to request, or USWC to
                          provide, Microwave Physical Collocation on the site.
                          The site visit

                                                                         Page 33
<PAGE>

                          will take place within fifteen (15) business days of
                          receipt by USWC of Pac-West's Site Visit Request or as
                          soon thereafter as can be scheduled by the Parties.

                          Pac-West will submit a Site Visit Request fee of
                          $250.00 for each site requested with each Site Visit
                          not to exceed two hours. Charges for site visits that
                          take longer than two (2) hours will be charged by USWC
                          to Pac-West at USWC's loaded labor rates on a per hour
                          basis.

          7.6.3  Microwave Physical Collocation Application:
                 ------------------------------------------

                 Pac-West shall submit the appropriate collocation application
                 fee and form pursuant to USWC's EICT or other applicable
                 tariff, in addition to a Microwave Physical Collocation
                 Application Form (a form of which is set forth as Attachment 2,
                 Appendix B to this Agreement) for each central office building
                 where Pac-West seeks Microwave Physical Collocation. The forms
                 and fees will apply both to space on the roof as well as space
                 inside the USWC central office. Within fifteen (15) days of
                 receiving a collocation application USWC shall inform Pac-West
                 (i) if space is available inside the central office for
                 termination equipment and (ii) if space is available on the
                 roof, parapet, or other exterior structures.

                 If USWC concludes that rooftop/exterior space which provides
                 Pac-West with unobstructed line-of-sight does not appear to be
                 technically feasible, USWC will provide Pac-West with a written
                 explanation of such technical infeasibility within fifteen (15)
                 days of USWC's receipt of the collocation application.

          7.6.4  Pre-Construction/Technical Site Visit:
                 -------------------------------------

                 Within fifteen (15) business days of informing Pac-West that
                 space is available inside the central office and on the roof or
                 exterior structure, the Parties shall visit the Central Office
                 rooftop or antenna where Microwave Physical Collocation has
                 been requested to develop specific engineering and related
                 technical data for use by USWC to prepare a quote for the tasks
                 to be performed by USWC or its approved contractors related to
                 the installations of the microwave facilities ("USWC Quote").
                 Pac-West, by the end of the Pre-Construction/ Technical Site
                 Visit, or within five (5) business days thereafter, shall
                 provide USWC with the following data:
                 -      Type of antenna mount (pipe, NPRM)
                 -      Type of equipment to be collocated within Pac-West's
                        case (vendor, capacity)
                 -      Latitude, Longitude, Primary Antenna Line of sight
                        requirements (Azimuth)
                 -      Relevant information includes: Station Name, Call Sign,
                        Type, Antenna Center Line (C/L), Antenna Gain, Diversity
                        Antenna type (if used), Diversity Antenna C/L, Diversity
                        Antenna Gain, Equipment Type, Equip Equipment Emission,
                        Power (dBm/Watts), Receive Level (dBm), EIRP
                        (dBm/Watts), Transmit Frequency (MHz)
                 -      Other relevant information as identified at the site
                        visit.

                                                                         Page 34
<PAGE>

                 If such data is not provided within thirty (30) days, the
                 request will be considered expired.

                 7.6.5   Preparation of Quote(s):
                         -----------------------

                         Within thirty (30) days of receiving the information
                         set forth in above from Pac-West, USWC will provide, as
                         more fully described below, a Written Assessment and a
                         USWC Quote including a quote for the recurring and
                         nonrecurring charges pursuant to the rates and terms
                         set forth in Attachment 3, Appendix B of this
                         Agreement.

                         The Quote(s) shall reflect the specifications submitted
                         by Pac-West and may change based on the actual field
                         conditions encountered during construction. All USWC
                         Quotes shall be based upon the most cost-effective and
                         practical method of accomplishing the tasks attendant
                         to the proposed interconnection and collocation, while
                         still meeting all of the requirements of Bellcore
                         Network Equipment Building System (NEBS) Generic
                         Equipment Requirements (TR-NWT-000063),
                         Electromagnetic, Compatibility and Electrical Safety
                         Generic Criteria for Network Telecommunication
                         Equipment (TR-NWT-001089), and FCC OET Bulletin 65
                         dated 08/97, OSHA, as well as the following USWC
                         Technical Publications:

                         77360  Antenna Installation
                         77355  Central Office Grounding
                         77350  Central Office Installation
                         77351  Central Office Engineering
                         77352  Central Office Drawings
                         77367  Handling of Hazardous Materials
                         77390  CLEC Installation/Removal Guidelines

                         All Quotes shall be valid for thirty (30) days from
                         issuance, and Pac-West shall accept or reject within
                         such time period. To accept a Quote, Pac-West shall so
                         state in writing and shall pay USWC 50% of the total
                         estimated charges ("Initial Payment") with the balance
                         due upon completion of the Microwave Physical
                         Collocation area and any necessary supporting
                         electrical or building modification work. The date of
                         such payment shall be the Start Date for purposes of
                         this agreement.

               7.6.6     Pac-West Responsibilities:
                         -------------------------

                         Pac-West may select the subcontractor(s) to provide the
                         necessary work for the Microwave Physical Collocation
                         arrangement or perform the work itself, if Pac-West is
                         deemed a USWC-approved contractor. If Pac-West elects
                         to subcontract the work for the Microwave Physical
                         Collocation arrangement, all contractors shall be USWC-
                         approved contractors. All work contracted or performed
                         by Pac-West will be performed under the reasonable
                         supervision of USWC personnel and comply with USWC's
                         nondiscriminatory practices and procedures.

                         7.6.6.1  Pac-West shall obtain any and all applicable
                                  and necessary permits, variances, licenses,
                                  approvals and authorizations from governmental
                                  agencies with jurisdiction, including without
                                  limitation, use permits and building permits,
                                  FCC licenses and

                                                                         Page 35
<PAGE>

                                  FAA approval, if required, to operate and
                                  maintain Pac-West's facilities during the Term
                                  of this Agreement.

                         7.6.6.2  Pac-West shall not use USWC's property or
                                  permit Pac-West's agents or contractors to do
                                  anything in or about the Central Office(s) in
                                  conflict with any applicable law affecting the
                                  condition, use or occupancy of the property or
                                  the installation, operation or maintenance of
                                  Pac-West's Microwave Physical Collocation
                                  equipment. Pac-West shall not commit any
                                  public or private nuisance or any other act or
                                  practice which might or would materially
                                  disturb the quiet enjoyment of any occupant of
                                  nearby properties.

                         7.6.6.3  To the extent USWC performs any of the work
                                  pursuant to the quotes set forth above, USWC
                                  shall select the architect, engineers,
                                  surveyors, contractors, suppliers, consultants
                                  and subcontractors which may be necessary to
                                  develop plans, furnish materials and
                                  equipment, and perform construction work. USWC
                                  shall manage all such work in accordance with
                                  the plans and specifications approved by the
                                  Parties, all applicable laws, codes and
                                  regulations, and shall require that all
                                  contractors perform their work in a good
                                  workmanlike manner. USWC shall require that
                                  all Contractors include Pac-West as an
                                  additional insured to any policies of
                                  insurance maintained by the Contractor for
                                  purposes of the Work.

                         7.6.6.4  Notwithstanding any other provision of this
                                  Agreement, Pac-West hereby acknowledges that
                                  USWC may have other Co-Providers with existing
                                  microwave physical collocation. USWC may
                                  desire from time to time throughout the term
                                  of this Agreement to enter into agreements
                                  with other Co-Providers for the installation,
                                  operation and maintenance of communications
                                  facilities on or at USWC's Property. Pac-West
                                  shall cooperate with USWC and all Other Co-
                                  Providers so as to reasonably accommodate the
                                  needs and requirements of such other Co
                                  Providers with respect to the installation,
                                  operation, use and maintenance of their
                                  equipment and facilities, and all necessary
                                  alterations, modifications and other
                                  improvements to USWC's property, including
                                  utility connections and access. Subject to
                                  ownership of any exclusive frequency rights,
                                  Pac-West's facilities shall not physically,
                                  electronically, or inductively interfere with
                                  the existing USWC or other Co-Providers. Each
                                  transmitter individually and all transmitters
                                  collectively at a given location shall comply
                                  with appropriate federal, state, and/or local
                                  regulations governing the safe levels of RF
                                  radiation. The foregoing obligations shall
                                  apply equally to all other Co-Providers.


                         7.6.6.5  If a third or more Co-Providers elects to
                                  place equipment on the roof that obstructs an
                                  existing line of sight, the third party
                                  application will be denied unless all three
                                  parties mutually agree to move an existing
                                  arrangement to allow for a clear line of
                                  sight. The costs of this application will be
                                  borne by the third party.

                                                                         Page 36
<PAGE>

                         7.6.6.6   In the event Pac-West desires to relocate any
                                   of its then-existing Microwave Physical
                                   Collocation facilities to a different place
                                   on the relevant USWC Central Office rooftop,
                                   Pac-West shall submit a written request to
                                   USWC specifying the new location Pac-West
                                   proposes to occupy. USWC shall, within thirty
                                   (30) days, approve such relocation or
                                   describe, in writing, why such relocation is
                                   not technically feasible.


                         7.6.6.7   Pac-West is responsible for providing cable
                                   from the radio frequency (RF) equipment to
                                   the collocation cage. USWC will provide to
                                   Pac-West a quote to core and pull the cable.

               7.6.7     USWC Responsibilities:
                         ---------------------

                         7.6.7.1   Escorted access will also be provided as
                                   necessary by USWC at Pac-West's expense, as
                                   described below. USWC or its designated
                                   subcontractors shall perform all necessary
                                   work outside of the Microwave Physical
                                   Collocation arrangement (including work
                                   associated with grounding, power and building
                                   modifications) unless otherwise agreed to by
                                   the Parties.

                         7.6.7.2   USWC reserves the right to reasonably object
                                   to any part of quotes received by Pac-West or
                                   work performed by Pac-West or USWC-approved
                                   subcontractors on the grounds of quality of
                                   work, performance specifications, or
                                   scheduling, and to either select another
                                   contractor or provide a quote within a
                                   reasonable amount of time to Pac-West to
                                   perform the work itself, provided that in
                                   either event Pac-West shall not be adversely
                                   affected.

                         7.6.7.3   USWC will manage roof space on a first-
                                   come/first-served basis. USWC will work
                                   cooperatively with Pac-West in determining
                                   suitable space for Pac-West equipment. Once
                                   the parties mutually determine an initial
                                   location which provides for line of sight
                                   pursuant to above, Pac-West is guaranteed a
                                   clear line of sight from the antenna mount
                                   and the edge of USWC's roof line. If USWC
                                   requires a building enhancement/ modification
                                   or through the placement of additional
                                   equipment obstructs Pac-West's existing line
                                   of sight, USWC will work with Pac-West to
                                   move the antenna mount or raise the height of
                                   the antenna mount for a clear line of sight.
                                   The costs of this modification will be borne
                                   by USWC.

                         7.6.7.4   USWC will not generally provide power or
                                   environmental support to the roof space. If
                                   USWC agrees in response to a specific request
                                   by Pac-West to provide power or environmental
                                   support to the roof space, Pac-West will bear
                                   all associated costs as specified by USWC to
                                   provide such services.

               7.6.8     Written Assessment.  This shall include:
                         ------------------

                         7.6.8.1   A statement of technical feasibility,
                                   including information on line of sight and
                                   any obstructions;

                                                                         Page 37
<PAGE>

                         7.6.8.2   Preliminary construction drawings that show
                                   the relevant roof plan, elevations as
                                   necessary, and support structure detail; and

                         7.6.8.3   Electrical drawings.

               7.6.9     USWC Quotes:  The Quote shall set forth separate
                         -----------
                         itemized charges for the following work:

                         7.6.9.1  Architectural Plan Review:
                                  -------------------------

                                  This shall be the sum of hourly charges of
                                  USWC Architects necessary to review the plans.
                                  USWC shall not charge in excess of two hours
                                  for such review of draft(s), unless USWC
                                  demonstrates that circumstances reasonably
                                  warrant additional time or the Parties agree
                                  that more time is required.

                         7.6.9.2  Permitting Review:
                                  -----------------

                                  This shall be the sum of the hourly charges of
                                  USWC Real Estate and/or Project Managers whose
                                  time was reasonably necessary and actually
                                  spent reviewing permitting material and/or
                                  assisting Pac-West in the permitting process.
                                  USWC shall have final approval authority on
                                  all proposed conditions, (which shall not be
                                  unreasonably withheld) imposed by relevant
                                  jurisdictions and USWC shall have the right to
                                  be represented at all hearings in connection
                                  with governmental approvals.

                         7.6.9.3  Exterior (and Related Interior) Building
                                  ----------------------------------------
                                  Modification Work:
                                  -----------------

                                  USWC will include a quote for USWC to perform
                                  coring within the Central Office, roof
                                  strengthening or any other exterior building
                                  modification that may be required.

                         7.6.9.4  Supervision of General Contractor:
                                  ---------------------------------

                                  This shall be the sum of the hourly charges of
                                  any USWC Real Estate Building Specialists or
                                  Project Managers who monitor the installation
                                  performed by Pac-West's contractor. All
                                  necessary monitoring and related activity
                                  undertaken by USWC employees shall not exceed
                                  a total of two (2) hours per day of
                                  construction unless USWC demonstrates that
                                  circumstances reasonably warrant additional
                                  time or the Parties agree that more time is
                                  required.

                         7.6.9.5  Special Security Construction:
                                  -----------------------------

                                  If USWC demonstrates that new secure access to
                                  the Microwave Physical Collocation location is
                                  reasonably necessary, or if Pac-West desires
                                  such access, the costs associated with the
                                  construction of such access shall be described
                                  on a separate schedule to be provided by USWC
                                  to Pac-West.

                                                                         Page 38
<PAGE>

               7.6.10    Monthly Recurring Roof-Top Space Rental Fee:
                         -------------------------------------------

                         The Monthly Recurring Roof-Top Space Rental Fee shall
                         be on a per square foot basis as set forth in
                         Attachment 3, Appendix B of this Agreement. Pac-West is
                         limited to the placement of two microwave antenna(e)
                         within its space, each with a limit of 30 inches in
                         diameter and a height limitation of 20 feet above the
                         building or point of attachment, subject to line-of-
                         sight and structural engineering guidelines. At no time
                         shall an antenna(e) be directed across open roof space
                         without approval of USWC which shall not be
                         unreasonably withheld. Requests for larger or
                         additional equipment, including antenna(e) will be
                         handled on an individual case basis (ICB).

                         The Commencement Date for payment of the Space Rental
                         Fee shall be the date the space is approved and turned
                         over to Pac-West for use.

                         USWC agrees to provide notice to Pac-West when USWC
                         files for approval with the appropriate state
                         commission for the roof space rental charges. USWC will
                         provide notice to Pac-West within five business days of
                         the date of the filing to the appropriate state
                         commission.

               7.6.11    Escorted Access:
                         ---------------

                         When necessary, USWC will provide escorted access to
                         space on the roof based on the hourly rates set forth
                         in Attachment 3, Appendix B of this Agreement. The
                         level of the USWC personnel assigned to escort Pac-West
                         shall be commensurate with Pac-West's needs.

               7.6.12    Equipment and Testing:
                         ---------------------

                         Pac-West shall be responsible for providing, at its
                         sole expense, the antenna(e), coaxial cable, brackets,
                         connectors, support structure and weather-proofing
                         materials for such support structure or antenna(e)
                         required for the Microwave Physical Collocation. Pac-
                         West shall also be solely responsible for final
                         adjustments (e.g., pointing) of the antenna(e).
                                      ----

               7.6.13    Use Permits:
                         -----------

                         Pac-West shall be responsible for obtaining all
                         relevant Use Permits (UPs) and shall bear all costs and
                         fees. Pac-West shall regularly apprise USWC of the
                         status of such permitting and consult with USWC as
                         reasonably necessary.

                         USWC shall cooperate with Pac-West, and Pac-West shall
                         pay USWC the hourly rates for time reasonably necessary
                         and actually spent by USWC Real Estate or Project
                         Managers on the permitting process. USWC shall have
                         final authority and exercise it in a reasonable manner
                         on all proposed jurisdictional conditions and has the
                         right to be represented at all UP hearings.

               7.6.14    Schedule:  Applicable only if Pac-West performs
                         --------
                         installation, otherwise ICB.
                                                                         Page 39
<PAGE>

                         The Initial Microwave Physical Collocation Method of
                         Procedure (MOP) meeting between the Parties and the
                         contractor(s) shall be held within ten (10) business
                         days of the Start Date or receipt of all necessary
                         permits, whichever is later. Installation of the
                         Microwave Physical Collocation will be complete within
                         and in parallel with the standard 90 day physical
                         collocation interval for completion of physical
                         collocation space, provided (1) Pac-West has delivered
                         all the necessary microwave and related equipment to
                         the Central Office prior to or on the date requested by
                         the contractor; (2) all necessary permits have been
                         issued, (3) there is not inclement weather which makes
                         it commercially unreasonable to perform the work (e.g.,
                         rain or snow) (4) there are no concurrent USWC
                         projects, under way or planned that interfere with the
                         completion of Pac-West's proposed project unless such
                         projects have been disclosed at the initial MOP or is
                         an emergency project, and (5) there are no Acts of God
                         or other force majeure which prohibit the installation.
                         A final project acceptance meeting shall be scheduled
                         within five (5) business days of the installation
                         completion date. At this final meeting the Parties
                         shall review and approve the hand-off of the Microwave
                         Physical Collocation.

               7.6.15    No Property Right Conferred:
                         ---------------------------

                         Notwithstanding anything contained herein to the
                         contrary, Microwave Physical Collocation shall not
                         confer or be deemed to confer any property interest or
                         right in USWC's property, and Pac-West hereby
                         acknowledges that the rights conferred hereunder shall
                         constitute merely a non-exclusive license to use a
                         portion of USWC's property solely for the purposes set
                         forth herein. A limit of two (2) Pac-West Microwave
                         Physical Collocation arrangements per Central Office
                         will be permitted unless otherwise agreed by the
                         Parties. Title to Pac-West's Microwave Physical
                         Collocation equipment shall remain in Pac-West as the
                         property of Pac-West and shall not become fixtures to
                         USWC's property.

               7.6.16    Upon the expiration or termination of this Agreement,
                         Pac-West shall surrender the Microwave Physical
                         Collocation space to USWC in its original condition and
                         in good order and repair, less ordinary wear and tear.
                         Pac-West, at its expense, to USWC's reasonable
                         satisfaction, shall repair any and all damages caused
                         by removal of Pac-West's Microwave equipment, or by the
                         use, operation or placement of its Microwave equipment
                         on the Premises. In the event Pac-West fails to remove
                         its Microwave equipment, Pac-West shall be liable to
                         USWC for all costs of removal, restoration of the
                         property, storage, and transportation to Pac-West of
                         such Microwave equipment incurred by USWC.

               7.6.17    Pac-West's Insurance Obligations. Pursuant to Section
                         8.3.1, Insurance for Expanded Interconnection-
                         Collocation, U S WEST Communications Private Line
                         Transport Services Tariff, Colorado P.U.C. No. 14,
                         Effective July 1, 1996.

               7.6.18    Pac-West is limited to placement of two microwave
                         antenna(e) within the designated space. Pac-West may
                         not construct improvements or make Major Alterations to
                         its rooftop space or microwave transmission facilities
                         without prior written approval from USWC, which will
                         not be unreasonably withheld. USWC shall respond to any
                         requests within a reasonable timeframe not to exceed
                         thirty (30) calendar days. "Major Alterations"

                                                                         Page 40
<PAGE>

                    shall include (i) additional construction by Pac-West of
                    support equipment within its rooftop space, (ii) addition of
                    mounted equipment not expressly contemplated by the
                    Microwave Physical Collocation Application relating to such
                    rooftop space and microwave transmission facilities, and
                    (iii) any modification to the rooftop space. "Major
                    Alterations" shall not include (i) replacement of mounted
                    equipment with like-sized or smaller mounted equipment or
                    similar functionality, (ii) addition of mounted equipment
                    expressly contemplated by the Microwave Physical Collocation
                    Application relating to such rooftop space and microwave
                    transmission facilities and (iii) routine repairs and
                    maintenance to such microwave transmission facilities.

     7.7  Common Collocation

          Common Collocation is provided in a non-caged area of a USWC Central
          Office.  Space will be made available in single frame bay increments.
          Space will be provided utilizing USWC standard equipment bay
          configurations in which Pac-West can place and maintain its own
          equipment.  As with both Virtual and Physical Collocation, Common
          Collocation will also include access to the SPOT Frame in which Pac-
          West can make connections to USWC UNEs.


          USWC and Pac-West share responsibility for security and network
          protection, due to the varying Collocation arrangements; i.e.,
          physical, common, etc.


          7.7.1     Terms and Conditions - Common Collocation

                    7.7.1.1  Pac-West owns and is responsible for the
                             installation, maintenance and repair of its
                             transmission equipment located within the space
                             rented from USWC. Pac-West may only access its own
                             Collocated equipment.

                    7.7.1.2  Requests for multiple bay space will be provided in
                             adjacent bays where possible. When contiguous space
                             is not available, bays may be commingled with other
                             Co-Provider equipment bays. Pac-West may request
                             through the USWC Space Reclamation Policy, a price
                             quote to rearrange USWC equipment to provide Pac-
                             West with adjacent space.

                    7.7.1.3  All equipment placed will meet minimum NEBs
                             standards and will be engineered and installed in
                             accordance with USWC Technical Publications 77350,
                             77351, 77355, 77367 and 77386. Technical
                             Publications 77350 and 77367 must be in the
                             possession of Pac-West and its agents at the site
                             during all work activities.

                    7.7.1.4  All equipment placed will be subject to random
                             audits conducted by USWC. These audits will
                             determine whether the equipment meets the standards
                             required by this Agreement. Pac-West will be
                             notified of the results of this audit and shall
                             rectify all non-conformities within 30 calendar
                             days of notification. All non-conforming items
                             remaining after this 30 day period may be rectified
                             by USWC and the cost assessed to Pac-West.

          7.7.2     Rate Elements - Common Collocation
                                                                         Page 41
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                 The supporting structure and rate elements for Common
                 Collocation are the same as Physical Collocation, excluding the
                 caged enclosure.

          7.7.3  Ordering - Common Collocation

                 7.7.3.1  Upon receipt of a Collocation Order Form and Quote
                          Preparation Fee (QPF), USWC will perform a feasibility
                          study to determine if adequate space can be found for
                          the placement of Pac-West's equipment within the
                          Central Office. The feasibility study will be provided
                          within 15 business days from date of receipt of the
                          Collocation Order Form and QPF. If Collocation
                          entrance facilities and office space are found to be
                          available, USWC will develop a quote for supporting
                          structure within 25 business days of providing the
                          feasibility study. Common Collocation price quotes
                          will be honored for 30 calendar days from the date the
                          quote is provided. If Pac-West agrees to terms as
                          stated in the Collocation Price Quote, Pac-West must
                          respond within 30 calendar days with a signed quote, a
                          check for 50% of the quoted charges and proof of
                          insurance. Upon receipt of the signed quote, 50%
                          payment and proof of insurance, construction by USWC
                          will begin. The common space including equipment bays
                          and associated apparatus provided by USWC, will be
                          available to Pac-West for placement of its equipment
                          within 90 calendar days of receipt of the 50% down
                          payment. Depending on specific Wire Center conditions,
                          shorter intervals may be available. Final payment is
                          due upon completion of work.

                 7.7.3.2  Due to variables in equipment availability and scope
                          of the work to be performed, additional time may be
                          required for implementation of the structure required
                          to support the Collocation request. Examples of
                          structure that may not be completed within 90 calendar
                          days may include additional time for placement of a
                          POI and DC power upgrades required to meet Pac-West's
                          Collocation request.

          7.7.4  Billing - Common Collocation

                 7.7.4.1  Upon completion of the construction activities and
                          payment of the remaining nonrecurring charge, USWC
                          will turn over access to the space and provide
                          security access to the Wire Center. Pac-West will sign
                          off on the completion of the physical space via the
                          Physical or Common Collocation completion package.
                          This will activate the monthly billing for leased
                          space. Pac-West may then proceed with the installation
                          of its equipment in the Collocation space. Once Pac-
                          West's equipment has been installed and cable provided
                          to the SPOT Frame, USWC will complete all remaining
                          work activities. A second completion package will be
                          provided for Pac-West's approval of the project. This
                          completion package will initiate the recurring
                          collocation charges associated with the remaining
                          monthly charges (e.g., Collocation Entrance Facility,
                          DC Power, etc.)

          7.7.5  Maintenance and Repair - Common Collocation

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                 7.7.5.1  Pac-West is responsible for the maintenance and repair
                          of its equipment located within Pac-West's common
                          space.

          7.7.6  Reclamation

                 7.7.6.1  If a request for Collocation is denied due to a lack
                          of space in a USWC Central Office, Pac-West may
                          request USWC to provide a cost quote for the
                          reclamation of space and/or equipment. Quotes will be
                          developed within 60 business days including the
                          estimated time frames for the work that is required in
                          order to satisfy the Collocation request. Pac-West has
                          30 business days to accept the quote. If Pac-West
                          accepts the quote, work will begin on receipt of 50%
                          of the quoted charges, with the balance due on
                          completion.

                          Reclamation may include the following:

                          Grooming - The moving of circuits from working
                          equipment to other equipment with similar
                          functionality for the purpose of providing space for
                          Interconnection.

                          Space Reclamation - Administrative space that can be
                          reconditioned for the placement of transmission
                          equipment.

8.   UNBUNDLED ACCESS/ELEMENTS

     8.1  General Terms

          8.1.1  USWC agrees to provide nondiscriminatory access to the
                 following unbundled Network Elements on rates, terms and
                 conditions that are just, reasonable and nondiscriminatory
                 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 functions. For any other
                 requested Network Elements, Pac-West will use the BFR process
                 as provided in Section 8.2.7.

          8.1.2  This Agreement provides for the provision of unbundled Network
                 Elements to Pac-West which Pac-West may connect or combine for
                 the purpose of offering finished telecommunications services.
                 USWC will not combine USWC's unbundled Network Elements to
                 provide a finished telecommunications service to Pac-West. USWC
                 agrees, however, to offer finished telecommunications services
                 to Pac-West for resale pursuant to the Resale section of this
                 Agreement.

          8.1.3  USWC will not restrict the types of telecommunications services
                 features, functions and capabilities that any unbundled element
                 is capable of providing that Pac-West may offer through
                 unbundled elements. Pac-West may combine its or USWC's elements
                 with any technically compatible equipment Pac-West owns or
                 leases or otherwise obtains from third parties. USWC will
                 provide Pac-West with the same features,

                                                                         Page 43
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                 functions and capabilities of a particular element that USWC
                 provides to itself, its affiliates and any other Co-Provider,
                 so that Pac-West can provide any telecommunications services
                 that can be offered by means of the element.

     8.2  Description of Unbundled Elements

          8.2.1  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
                 certain switching functions, including those facilities that
                 establish a temporary transmission path between two other
                 switches, but not including the transport needed to complete
                 the call. 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.

          8.2.2  Interoffice Transport

                 USWC will provide access to dedicated transmission facilities
                 between its Central Offices, or between such offices and those
                 of Pac-West.

          8.2.3  Digital Cross Connect System

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

          8.2.4  Unbundled Loops

                 8.2.4.1     Service Description

                       8.2.4.1.1    An Unbundled Loop establishes a transmission
                                    path between a central office distribution
                                    frame (or equivalent) up to, and including,
                                    USWC's network interface device (NID) and/or
                                    demarcation point. For existing Loops
                                    (whether or not providing dialtone), the
                                    inside wire connection to the NID, and/or
                                    demarcation point, will remain intact.

                       8.2.4.1.2    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 or ground
                                    start option. 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.

                                    8.2.4.1.2.1  When Pac-West requests a
                                                 nonloaded Unbundled Loop and
                                                 there are none

                                                                         Page 44
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                                    available, USWC will dispatch a technician
                                    to remove load coils and excess bridge taps
                                    (i.e., "deload" and condition the Loop) in
                                    order to make a Loop available. Pac-West
                                    will be charged the conditioning
                                    nonrecurring charge (cable unloading and
                                    bridge tap removal) in addition to the
                                    Unbundled Loop installation nonrecurring
                                    charge.

                       8.2.4.1.2.2  If Pac-West orders multiplexing, Pac-West
                                    will be responsible for notifying USWC of
                                    the multiplexing channel plug requirements
                                    and settings Pac-West desires to be
                                    established. If Pac-West wishes to establish
                                    a standard setting for all such
                                    multiplexing, the BFR process shall be used
                                    to document that request. The multiplexing
                                    channel plug requirements and settings may
                                    also be established on a case by case basis.


                 8.2.4.2     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 the Notice of Changes
                             section of this Agreement. The appropriate
                             Technical Reference Publications are as follows:

                             77-384   U S WEST Interconnection-Unbundled Loop,
                                      Issue D, January, 1998
                             77-386   Expanded Interconnection and Collocation
                                      for Private Line Transport and Switched
                                      Access Services, Issue B, April, 1997

                 8.2.4.3     Facilities and lines furnished by USWC on the
                             premises of Pac-West's end user and up to, and
                             including, 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

                                                                         Page 45
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                             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.

                 8.2.4.4     Unbundled Loops include the facilities between the
                             USWC distribution frame up to and including USWC's
                             NID located at Pac-West's end user premises. The
                             connection between the distribution frame and Pac-
                             West facilities is accomplished by ordering the
                             applicable EICT in conjunction with Expanded
                             Interconnection-Collocation as set forth in USWC's
                             Private Line Tariff. Regeneration for the EICT may
                             be required.

                 8.2.4.5     Ordering and Maintenance.

                        8.2.4.5.1  For the purposes of Loop assignment,
                                   tracking, and dispute resolution, USWC will
                                   require Proof of Authorization ("POA") for
                                   each existing USWC end user for which Pac-
                                   West has requested reassignment of the loop
                                   serving that end user. Pac-West and USWC will
                                   comply with Commission rules regarding
                                   customer authorization for changes in local
                                   service providers. To the extent that no such
                                   rules are in place or existing rules are not
                                   effective, the analogous rules of the FCC
                                   shall apply.

                        8.2.4.5.2  If either Party is involved in a conflict
                                   with an end user (and/or its respective
                                   agent) regarding the disconnection or
                                   provision of Unbundled Loops, Pac-West or
                                   USWC is responsible for providing evidence as
                                   required by the Commission's rules of its
                                   authority to act on behalf of the end user.
                                   Pac-West or USWC will honor the latest dated
                                   POA designating an agent by the end user or
                                   its respective agent. Pac-West or USWC shall
                                   pay charges as set forth in Commission's
                                   rules if no such charges are established and
                                   the end user disputes Pac-West's or USWC's
                                   authority.

                        8.2.4.5.3  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 end users. 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 end user's trouble prior to
                                   USWC performing any repair functions. The
                                   Parties will cooperate in developing mutually
                                   acceptable test report standards. When the
                                   trouble is not in USWC's network, USWC shall
                                   apply to Pac-West the

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                                   maintenance of service charges in accordance
                                   with the applicable time and materials
                                   charges in USWC's tariff.

                        8.2.4.5.4  Pac-West will be responsible to submit to
                                   USWC a disconnect order for an 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 disconnection
                                   and reconnection of service.

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

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

                        8.2.4.5.7  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.

                        8.2.4.5.8  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.

                        8.2.4.5.9  Provisions regarding Basic Testing at
                                   Coordinated Cutover Time shall be negotiated
                                   between the Parties on an individual case
                                   basis.


                        8.2.4.5.10 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.

                 8.2.4.6     Appendix A contains the rate information for
                             Unbundled Loops.

                                                                         Page 47
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                 8.2.4.7     If applicable, the Bona Fide Request Process will
                             apply as detailed in the Bona Fide Request Process
                             section of this Agreement.

                 8.2.4.8     If applicable, Construction Charges, pursuant to
                             the Construction Charges section of this Agreement,
                             may apply to the construction of new Unbundled
                             Loops on behalf of Pac-West.

          8.2.5  Local Switching Element

                 The unbundled switching element includes facilities that are
                 associated with the switch (e.g., Port), facilities that are
                 involved with switching the call, access to vertical features
                 (e.g., custom calling), and all originating minutes of use from
                 the unbundled switching element, but not including transport
                 from or to the switch.

                 8.2.5.1   End Office Switching

                        8.2.5.1.1  Line-side and trunk-side Ports are available.
                                   The line-side Port is flat rated and it
                                   includes:

                                8.2.5.1.1.1  Telephone Number
                                8.2.5.1.1.2  Directory Listing
                                8.2.5.1.1.3  Dial Tone
                                8.2.5.1.1.4  Signaling (loop or ground start)
                                8.2.5.1.1.5  On/Off Hook Detection
                                8.2.5.1.1.6  Audible and Power Ringing
                                8.2.5.1.1.7  Automatic Message Accounting (AMA)
                                             Recording
                                8.2.5.1.1.8  Access to 911, Operator Services,
                                             and Directory Assistance

                                8.2.5.1.1.9  Blocking Options (900 services)

                        8.2.5.1.2  Vertical features will be offered as
                                   elements. These elements are offered at the
                                   Commission approved rates.

                        8.2.5.1.3  Local originating usage will be measured and
                                   billed on minutes of use.

                        8.2.5.1.4  The access point for line-side Port
                                   interconnection is the Single Point of
                                   Termination (SPOT) bay of the USWC designated
                                   serving Wire Center.

                        8.2.5.1.5  The price for local switching is described in
                                   Appendix A.

                                                                         Page 48
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                 8.2.5.2   Customized Routing

                        8.2.5.2.1  Description

                                   Customized routing will enable Pac-West to
                                   direct particular classes of calls to
                                   prearranged outgoing trunks. Pac-West can use
                                   customized routing to direct its end users'
                                   calls to 411, 555-1212, or O- to its own
                                   directory assistance, operator services
                                   platform or dedicated trunks.

                        8.2.5.2.2  Limitations

                                   Because there is a limitation in the capacity
                                   of the 1A ESS switch, custom routing will be
                                   offered to Co-Providers on a first-come,
                                   first-served basis.

                        8.2.5.2.3  The price for custom routing will be provided
                                   on a case-by-case basis unless tariffed or as
                                   determined by the appropriate state
                                   regulations. The price for custom routing is
                                   comprised of a development charge for a
                                   customized Line Class Code and an
                                   installation charge for every switch the Line
                                   Class Code is implemented.


                 8.2.5.3   Coin signaling is only available as part of "smart
                           PAL" service.

          8.2.6  Network Interface Device (NID)

                 8.2.6.1   The Network Interface Device ("NID") is a single line
                           termination device or that portion of a multiple line
                           termination device required to terminate a single
                           line or circuit. The function of the NID is to
                           establish the network demarcation point between a
                           carrier and its end user. This NID features two
                           independent chambers or divisions which separate the
                           service provider's network from the end user's inside
                           wiring at a Network Interface. Each chamber or
                           division includes the appropriate connection points
                           or posts to which the service provider, and end user,
                           each make their connections. (In the case of multiple
                           tenants or multiple occupancy buildings, the end user
                           may be considered the building owner.)


                 8.2.6.2   Pac-West may connect its loops to the USWC NID where
                           spare capacity exists, or may connect its NID to
                           USWC's NID. Where it is authorized to do so from the
                           relevant end user, Pac-West may disconnect inside
                           wiring and CPE on the end user's side of the USWC
                           Network Interface, and reconnect such inside wiring
                           and CPE to its own NID.

                 8.2.6.3   USWC's ("NID") is a Network Element that utilizes a
                           cross-connect device to connect loop facilities to
                           inside wiring.

                                                                         Page 49
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                           USWC will permit Pac-West to connect Pac-West's loop
                           to the inside wiring of the Customer's or building
                           owner's (in the case of an MDU) premises through
                           USWC's NID located in, for example, a basement wiring
                           closet or floor wiring closet, where necessary. Pac-
                           West must establish the connection to USWC's NID
                           through an adjoining NID which serves as the network
                           interface or demarcation for Pac-West's loop.

                           Pac-West may make such connections without requesting
                           a dispatch of USWC personnel. Pac-West may remove
                           jumpers between wiring blocks on USWC NIDs or use
                           other reasonable and industry standard methods of
                           making such connections, ensuring proper termination
                           of USWC facilities. Pac-West will pre-test to ensure
                           that Pac-West's personnel do not inadvertently
                           disconnect a different end user.

                           Maintenance and control of premises (inside wiring)
                           is under the control of the Customer, or in MDUs,
                           usually the building owner. Any conflicts between
                           service providers for access to the Customer's or
                           building owner's inside wiring must be resolved by
                           the Customer or building owner. Where USWC owns or
                           maintains a Customer's or building owner's inside
                           wiring, for example, from a basement wiring closet
                           through risers to a floor wiring closet, or all the
                           way to a Customer premises, Pac-West may make
                           connections at appropriate facilities in a basement
                           or floor wiring closet in the same manner as if the
                           demarcation point where at such basement or floor
                           wiring closet, and Pac-West will indemnify and hold
                           USWC harmless from any errors or omissions of Pac-
                           West or claims or actions by Customer regarding such
                           connections by Pac-West. Where Pac-West makes a
                           connection to USWC-owned or maintained inside wiring,
                           Pac-West will follow any reasonable and industry-
                           accepted technical standards provided to Pac-West by
                           USWC regarding such connections.

                 8.2.6.4   Pac-West and USWC each agree to indemnify the other
                           for damages or claims arising out of the indemnifying
                           party's connection, disconnection or reconnection of
                           its loops, NIDs, or the inside wiring of its end
                           users to or from the facilities of the indemnified
                           party.

                 8.2.6.5   Technical Requirements

                           8.2.6.5.1   The NID shall provide a clean, accessible
                                       point of connection for the inside wiring
                                       and for the Distribution Media and/or
                                       cross connect to Pac-West's NID and shall
                                       maintain a connection to ground that
                                       meets the requirements set forth below.

                           8.2.6.5.2   The NID shall be capable of transferring
                                       electrical analog or digital signals
                                       between the subscriber's inside wiring
                                       and the Distribution Media and/or cross
                                       connect to Pac-West's NID.

                                                                         Page 50
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                        8.2.6.5.3  All NID posts or connecting points shall be
                                   in place, secure, usable and free of any rust
                                   or corrosion. The protective ground
                                   connection shall exist and be properly
                                   installed. The ground wire shall be free of
                                   rust or corrosion and have continuity
                                   relative to ground.

                        8.2.6.5.4  The NID shall be capable of withstanding all
                                   normal local environmental variations.

                        8.2.6.5.5  Where the NID is not located in a larger,
                                   secure cabinet or closet, the NID shall be
                                   protected from physical vandalism. The NID
                                   shall be physically accessible to Pac-West
                                   designated personnel. In cases where entrance
                                   to the end user's premises is required to
                                   give access to their NID, Pac-West shall
                                   obtain entrance permission directly from the
                                   end user.

                        8.2.6.5.6  USWC shall offer the NID together with, and
                                   separately from the Distribution Media
                                   component of Loop Distribution.

              8.2.6.6   Interface Requirements


                        8.2.6.6.1  The NID shall be the interface to
                                   subscribers' premises wiring for all loop
                                   technologies.


                        8.2.6.6.2  The NID shall be equal to all of the industry
                                   standards for NIDs set forth in the following
                                   technical references:

                                8.2.6.6.2.1   Bellcore Technical Advisory
                                              TA-TSY-000120 "Subscriber Premises
                                              or Network Ground Wire";

                                8.2.6.6.2.2   Bellcore Generic Requirement
                                              GR-49-CORE " Generic Requirements
                                              for Outdoor Telephone Network
                                              Interface Devices";

                                8.2.6.6.2.3   Bellcore Technical Requirements
                                              TR-SWT-00239 "Indoor Telephone
                                              Network Interfaces";

                                8.2.6.6.2.4   Bellcore Technical Requirement TR-
                                              NWT-000937 "Generic Requirements
                                              for Outdoor and Indoor Building
                                              Entrance"; and

                                8.2.6.6.2.5   Bellcore Technical Requirement TR-
                                              NWT-0001 33 "Generic Requirements
                                              for Network Inside Wiring."

                                                                         Page 51
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                 8.2.6.7  Any costs associated with USWC's connection of Pac-
                          West's NID to USWC's NID, will be the responsibility
                          of Pac-West.

                 8.2.6.8  The price for access to the NID on USWC's side of the
                          demarcation point will be provided on a case-by-case
                          basis unless tariffed or as determined by the
                          appropriate state regulations. If access to the USWC
                          NID on USWC's side of the demarcation point is
                          reasonably determined by the Parties to be a service
                          call covered by tariff and if the price for the access
                          is not covered by tariff or as determined by the
                          appropriate state regulations, Pac-West will make
                          appropriate arrangements with USWC to pay the
                          appropriate cost as agreed to by the Parties.

          8.2.7  Additional Unbundled Elements

                 Pac-West may request 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 Bona Fide Request Process
                 detailed in the Bona Fide Request Process section of this
                 Agreement. Network Elements identified by the appropriate state
                 commission or the FCC will not require the use of the BFR
                 Process to qualify the Network Elements. However, Network
                 Elements pricing and Network Elements installation intervals
                 may be determined by the BFR process.

9.   ANCILLARY SERVICES AND ARRANGEMENTS

     9.1  Signaling Access to Call-Related Databases

          9.1.1  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 Service Management Systems (SMS) will be provided to
                 Pac-West, via the BFR process, to activate, modify, or update
                 information in the call related databases, equivalent to the
                 USWC access.

          9.1.2  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. Pac-West may choose the signaling provider of
                 their choice.

          9.1.3  CCSAC includes:

                 9.1.3.1  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

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                          facility is self-provisioned, Pac-West would need to
                          purchase Collocation and an Expanded Interconnection
                          Channel Termination.

                 9.1.3.2  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, an Expanded Interconnection
                          Channel Termination at the STP location, and a direct
                          link from the EICT to the STP Port.

                 9.1.3.3  STP Port - This element provides the switching
                          function at the STP. One STP Port is required for each
                          DLT Link. The Port provides interaction with the
                          Service Control Point (SCP). Port availability is
                          limited.

                 9.1.3.4  Multiplexing - Multiplexing may be required at
                          either/both the SWC and/or Port. The multiplexing
                          options are the standard DS3 to DS1 and DS1 to DS0
                          requirements.

          9.1.4  Access to Advanced Intelligent Network (AIN) functions is
                 available through the STP or at a point ordered by the FCC or
                 state commission.

          9.1.5  USWC will provide mediated access to SMS via the BFR process,
                 for the purpose of activating, modifying or updating AIN
                 service specification through its Service Creation Environment
                 (SCE) on an equivalent basis as USWC provides to itself. SMS
                 allows Pac-West to provision, modify, or update information in
                 call related databases. Currently, the SCE process is
                 predominantly manual via a service center.

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

     9.2  Interim Number Portability

          9.2.1  General Terms

                 9.2.1.1  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.

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

                 9.2.1.3  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 reasonable advance
                          notice to the other Party and reasonable coordination
                          and a project

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                          schedule to allow the seamless and transparent
                          conversion of INP end user 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. The project schedule for conversion from
                          INP to PNP will be mutually agreed upon by the
                          Parties.

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

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

                 9.2.1.6  Where either Party has activated an entire NXX for a
                          single end user, or activated a substantial portion of
                          an NXX for a single end user with the remaining
                          numbers in that NXX either reserved for future use or
                          otherwise unused, if such end user 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.

          9.2.2  Description Of Service

                 9.2.2.1  Interim Number Portability ("INP") Service 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 referred to as the "INP Provider" and
                          the Party receiving INP traffic for termination shall
                          be referred to as the "INP Requestor".

                 9.2.2.2  INP applies to those situations where an end user
                          elects to transfer service from the INP Provider to
                          the INP Requestor and such end user also wishes to
                          retain its 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 end users who request to transfer to the
                          INP Requestor's service.

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                 9.2.2.3  INP is available as INP-Remote Call Forwarding ("INP-
                          RCF") permitting a call to an 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.

                 9.2.2.4  INP is subject to the following restrictions:

                          9.2.2.4.1  Calls to INP telephone numbers will be
                                     delivered to the terminating office located
                                     within the INP Provider's local calling
                                     area and toll rating area that is
                                     associated with the NPA/NXX of the portable
                                     number.

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

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

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

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

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

                                     9.2.2.4.4.3  INP Provider accepts the
                                                  transfer of responsibility.

                          9.2.2.4.5  USWC INP services shall not be re-sold,
                                     shared or assigned by either Party to
                                     another LEC or Co-Provider.

                          9.2.2.4.6  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

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                                     Central Office Service. Furthermore, INP
                                     numbers may not be used for mass calling
                                     events.

                          9.2.2.4.7  The ported telephone number will be
                                     returned to the originating Party (or to
                                     the common pool of telephone numbers upon
                                     implementation of Permanent Number
                                     Portability) when the ported service is
                                     disconnected. The Party purchasing a ported
                                     number may not retain it and reassign it to
                                     another end user. The normal intercept
                                     announcement will be provided by the INP
                                     Provider for the period of time until the
                                     telephone number is reassigned by the INP
                                     Provider.

                 9.2.2.5  Ordering and Maintenance

                          9.2.2.5.1  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.

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

                          9.2.2.5.3  The INP Provider will work cooperatively
                                     with the INP Requestor to ensure a smooth
                                     end user 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 section.

                          9.2.2.5.4  If an end user requests transfer of service
                                     from the INP Requestor back to the INP
                                     Provider, the INP 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 INP Requestor to ensure a smooth end
                                     user 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.

                          9.2.2.5.5  Certain features have some technical
                                     constraints and thus may not be available
                                     on calls passed through INP service.

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

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

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

                 9.2.2.6  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.

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

                          9.2.2.6.2  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 INP Provider's end
                                     office to the INP Requestor's end office
                                     switch, a lower cost is incurred.

                          9.2.2.6.3  Service Establishment - Per Route, 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.

                          9.2.2.6.4  Service Establishment - Additional number
                                     ported or changes to existing numbers, per
                                     number ported -- This non-recurring cost is
                                     for each telephone number equipped with
                                     INP.

                          9.2.2.6.5  The Parties agree that Appendix A
                                     reasonably identifies the above costs.

                          9.2.2.6.6  Each of the above costs shall be borne by
                                     the INP Requestor.

                          9.2.2.6.7  The INP Provider will, when using RCF, send
                                     the original ("ported") number over the
                                     Interconnection arrangements as the Calling
                                     Party Number using

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                                     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 IntraLATA Toll and InterLATA
                                        minutes delivered over INP, USWC will
                                        pay, in addition to reciprocal
                                        compensation, the applicable CCLC for
                                        each minute.

                          9.2.2.6.8  Rates are contained in Appendix A.

     9.3  911/E-911 Service

          9.3.1  Scope.

                 9.3.1.1  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.

                 9.3.1.2  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.

                          9.3.1.2.1  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.

                          9.3.1.2.2  USWC, or its agent, will be responsible for
                                     maintaining the E-911 Data Base. USWC, or
                                     its agent, will provide to Pac-West an
                                     initial copy of the most recent Master
                                     Street Address Guide ("MSAG"), and
                                     subsequent versions on a quarterly basis,
                                     at no charge. MSAGs provided outside the
                                     quarterly schedule will be provided and
                                     charged on

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                                     an individual case basis. The data will be
                                     provided in industry standard computer
                                     readable format.

                          9.3.1.2.3  For selective routing table updates, Pac-
                                     West will negotiate directly with USWC's
                                     data base provider for the input of end
                                     user data into the USWC Automatic Location
                                     Identification ("ALI") data base. Pac-West
                                     will negotiate directly with the Public
                                     Safety Answering Point ("PSAP")'s (or PSAP
                                     agency's) DMS/ALI provider for input of end
                                     user data into the ALI data base. In most
                                     cases the selective routing table updates
                                     and the ALI data base will be managed by
                                     the same provider. Pac-West assumes all
                                     responsibility for the accuracy of the data
                                     that Pac-West provides for MSAG preparation
                                     and E-911 Data Base operation.

                          9.3.1.2.4  Pac-West will provide end user data to
                                     USWC's agent for 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.

                          9.3.1.2.5  Pac-West will provide end user data to
                                     USWC's agent for the USWC ALI data base
                                     that are MSAG valid and meet all components
                                     of the NENA-02-004 Recommended Measurements
                                     For Data Quality.

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

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

                          9.3.1.2.8  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.

                          9.3.1.2.9  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 to acquire
                                     emergency telephone numbers for operators
                                     to handle emergency calls in those
                                     instances where the Pac-West end user dials
                                     "O" instead of "911".

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

                 9.3.1.3  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.

                 9.3.1.4  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.

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

                 9.3.1.6  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.

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

                 9.3.1.8  Neither Party will reimburse the other for any
                          expenses incurred in the provision of E-911 services
                          up to P.01 grade of service.

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

                 9.3.2.1  Accuracy of ALI data will be measured jointly by the
                          PSAPs 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.

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

                 9.3.2.3  Each Party will be responsible for the accuracy of its
                          end user records. Each Party specifically agrees to
                          indemnify and hold harmless the other Party from any
                          claims, damages, or suits related to the accuracy of

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                          end user data provided for inclusion in the E-911 Data
                          Base.

                 9.3.2.4  For PSAP default routing purposes, Pac-West will
                          establish separate trunks for the USWC selective
                          router for each PSAP jurisdictional area it serves
                          from a given switch.

                 9.3.2.5  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.

     9.4  Directory Assistance

          9.4.1  USWC agrees to (1) provide to Pac-West's 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 the Pac-West brand
                 (where technically feasible); (4) allow Pac-West or Pac-West's
                 designated operator bureau to license USWC's directory
                 assistance database for use in providing competitive directory
                 assistance services; and (5) allow Pac-West to provide its own
                 recording where technically feasible. Prices for all of these
                 services will be determined on an individual case basis.

          9.4.2  The price for directory assistance, provided pursuant to this
                 Agreement, is specified in Appendix A. As an alternative, the
                 Parties may obtain directory assistance service pursuant to
                 retail directory assistance tariffs.

          9.4.3  The price for directory call completion services is specified
                 in Appendix A, pending the completion of an approved cost
                 study. Additional charges, for USWC IntraLATA Toll services,
                 also apply for completed IntraLATA Toll calls. IntraLATA Toll
                 service shall be available pursuant to the wholesale discount
                 provided in the Resale section of this Agreement. Call
                 completion service is an optional service. Pac-West may, at its
                 option, request USWC to not provide call completion services to
                 Pac-West end users.

     9.5  White Pages Directory Listings

          9.5.1  Scope.

                 9.5.1.1  White Pages 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
                          9.5.1.4, below.

                 9.5.1.2  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 users. Primary listings are as defined for USWC

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                          end users in USWC's general exchange tariffs. Pac-West
                          will be charged for premium and privacy listings,
                          e.g., additional, foreign, cross reference,
                          informational, etc., at USWC's general exchange
                          listing tariff rates, less the wholesale discount. If
                          Pac-West utilizes Remote Call Forwarding for local
                          number portability, Pac-West can list only one number
                          without charge - either the end user's original
                          telephone number or the Pac-West-assigned number. The
                          standard discounted rate for an additional listing
                          applies to the other number.

                 9.5.1.3  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 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.

                 9.5.1.4  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:

                          9.5.1.4.1  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:

                          9.5.1.4.2  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 directory
                                     assistance. 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.

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                              Listings shall not be provided or sold in such a
                              manner as to segregate end users by carrier.


                  Pac-West hereby selects Option 9.5.1.4.2.
                                                 ---------

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

          9.5.2  USWC Responsibilities


                 9.5.2.1   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.

                 9.5.2.2   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.

                 9.5.2.3   USWC will ensure the Pac-West Listings provided to
                           USWC are included in the white pages directory
                           published on USWC's behalf, in accordance with Pac-
                           West's selection under Section 9.5.1.4, above.

          9.5.3  Pac-West Responsibilities

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

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

                 9.5.3.3   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.

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

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

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

                   9.5.3.4.3   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.

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

     9.6  Busy Line Verify and Busy Line Interrupt Services

          9.6.1  Busy Line Verification ("BLV") is performed when one Party's
                 end user 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 end user initiating
                 the BLV inquiry. Only one BLV attempt will be made per end user
                 operator bureau call, and a charge shall apply whether or not
                 the called party releases the line.

          9.6.2  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 end user initiating
                 the BLVI request. The operator bureau will make only one BLVI
                 attempt per end user operator telephone call and the applicable
                 charge applies whether or not the called party releases the
                 line.

          9.6.3  The rates for Busy Line Verify and Busy Line Verify and
                 Interrupt are specified in Appendix A.

          9.6.4  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.

          9.6.5  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.

     9.7  Toll and Assistance Operator Services

          9.7.1  Description of Service.

                 Toll and Assistance refers to functions end users 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-

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                 West via Collocation arrangements to route calls to Pac-West's
                 platform. Collocation shall not be required for the provision
                 of toll and assistance functions to Pac-West.

          9.7.2  Functions include:

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

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

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

                 9.7.2.4   Automated Branding - ability to announce the
                           carrier's name to the end user during the
                           introduction of the call.

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

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

          9.7.4  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.

          9.7.5  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.
                 During the interconnection planning meetings between Pac-West
                 and USWC, the Trunking and Routing, IOF and Switch sub-teams
                 are identified and formed.

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

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

          9.7.8  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.

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          9.7.9  Specific provisions regarding Operator Services will be
                 addressed in a separate agreement between the Parties.

     9.8  Interconnection to Line Information Data Base (LIDB)

          9.8.1  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.

          9.8.2  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)

          9.8.3  LIDB Access.

                 9.8.3.1   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).

                 9.8.3.2   The application data needed for processing LIDB data
                           are formatted as TCAP messages. TCAP messages may be
                           carried as an application level protocol using SS7
                           protocols for basic message transport.

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

                 9.8.3.4   Non-USWC companies will submit LIDB updates via a
                           manual fax process being developed. An electronic
                           capability is being designed to allow Pac-West to
                           add, update, and delete their line records.

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

          9.8.4  Pricing for LIDB access shall be determined on a case-by-case
                 basis and will be included in a separate LIDB agreement between
                 the Parties.

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     9.9   Access to Poles, Ducts, Conduits, and Rights of Way

           To the extent required by the appropriate state or federal
           regulation, 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.

     9.10  Miscellaneous Ancillary Services.

           Miscellaneous ancillary services will be addressed in separate
           agreements between the Parties. These include, but are not limited to
           800 and CMDS.

10.  ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)

     Notwithstanding anything herein to the contrary, USWC shall, in accordance
     with FCC and Commission rules, provide Pac-West with access to pre-
     ordering, ordering, maintenance and repair, and billing OSS functions
     comparable to the access which USWC provides itself, or its affiliates or
     any other Co-Provider.  USWC is developing a proposal for access to its
     Operational Support Systems (OSS) to meet the requirements of the FCC's 1st
     and 2nd Orders and to provide Pac-West with electronic interfaces for pre-
     ordering, ordering, demand repairs and billing functions for Plain Old
     Telephone Services (POTS).  These interfaces will also have the necessary
     mediation to protect the integrity of the network as well as allay any
     privacy concerns for end user information.  The components described in
     this section are conceptual in nature and will be subject to change as the
     implementation process proceeds.  There will be charges associated with the
     introduction of the interface and ongoing access to OSS operations which
     will include an initial access fee and an ongoing charge as described more
     fully below.

     10.1  Operational Systems Interfaces - Interface Implementation Timetable

           USWC's initial operational systems interfaces have been deployed and
           will support Pre-ordering, Ordering, Provisioning and Repair
           capabilities for POTS (non-design) services and Billing capabilities
           for most USWC product offerings. Subsequent phases of the plan
           incorporate the capabilities to support designed services for Pre-
           ordering, Ordering, Provisioning, and Maintenance and Repair. The
           specific features and functions are not discussed in this Agreement.

           10.1.1  USWC shall provide Pac-West with all documentation and
                   training necessary for Pac-West personnel to efficiently use
                   the operational systems interfaces. USWC shall provide such
                   documentation free of charge, and such training at
                   nondiscriminatory reasonable rates. USWC shall provide
                   reasonable written notice to Pac-West for all changes in the
                   methods, procedures and functionality of interfaces or OSS
                   functions provided to Pac-West that would materially impact
                   Pac-West's use of such interfaces or functions.

     10.2  OSS Interface Design

           10.2.1  USWC will develop OSS interfaces using an electronic gateway
                   solution consistent with the design prescribed by the FCC,
                   Docket 96-98, FCC 96-325, paragraph 527. These gateways will
                   act as a

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                   mediation or control point between Pac-West's and USWC's
                   Operations Systems. Additionally, these gateways will provide
                   security for the interface, protecting the integrity of the
                   USWC network and its databases.

           10.2.2  USWC proposes the use of the existing Electronic Data
                   Interchange ("EDI") standard for the transmission of monthly
                   local billing information. EDI is an established standard
                   under the auspices of the American National Standards
                   Institute/Accredited Standards Committee (ANSI/ASC) X12
                   Committee. A proper subset of this specification has been
                   adopted by the Telecommunications Industry Forum (TCIF) as
                   the "811 Guidelines" specifically for the purposes of
                   telecommunications billing.

           10.2.3  For the exchange of daily usage data, including third party
                   billed, collect, and card calls, USWC will use the Bellcore
                   EMR format for the records, using the Network Data Mover
                   ("NDM"), otherwise also known as the Connect:Direct method to
                   transmit the information to carriers.

     10.3  Accessible OSS Functions

           10.3.1  Pre-ordering

                   "Pre-Ordering" refers to the set of activities whereby a
                   service representative dialogs with Pac-West in order to
                   obtain service availability. In today's environment, the pre-
                   order process is performed in conjunction with placing an
                   order. Packaged as a separate activity, pre-order consists of
                   the following functions: verify an address, check service
                   availability, and return end user service information. USWC
                   will provide on-line capabilities to perform these functions.
                   These functions are described as follows.

                10.3.1.1  Address Verification

                          This transaction will verify the end user's address.

                          If the address does not match USWC records, the AVR
                          transaction will return "partial match" addresses
                          and/or help as appropriate to assist Pac-West to
                          properly identify the end user's address for
                          verification.

                          Once the address is verified, the AVR transaction will
                          return the valid address and the current status
                          (working, non-working, or pending out) and the date
                          the status was posted for each line at the address.

                          If USWC does not have a record of the address, Pac-
                          West will have to contact USWC to input the record
                          before the order can be submitted.

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                          Note:

                          10.3.1.1.1   No detailed facility information (i.e.,
                                       cable pair) will be returned as part of
                                       this transaction.

                          10.3.1.1.2   Rural addresses will not be supported.

                          10.3.1.1.3   The AVQ/AVR transaction attributes
                                       currently don't reflect the attributes
                                       required to support the error scenarios.

               10.3.1.2   Service Availability

                          This transaction will return the list of products and
                          services available for resale in the central office
                          serving a particular end user address. The USWC rates
                          for the products and services will also be returned,
                          but the Pac-West discount will not be applied.

               10.3.1.3   End user Service Information Request

                          Gives Pac-West the ability to request a listing of
                          services and features USWC is currently providing to
                          an end user.

               10.3.1.4   View/Update Service Query/Service Request Response

                          Gives Pac-West the ability to view or update an
                          existing Service Request (SR).

               10.3.1.5   Store Service Request

                          This transaction allows Pac-West to store a new or
                          existing SR.

                          This SR can be stored for the number of days specified
                          in USWC's methods and procedures before the SR must be
                          submitted to USWC as a Work Order.

                          USWC will store the SR on-line until the associated
                          Work Order is canceled by Pac-West or completed by
                          USWC.

          10.3.2      Ordering

                      With the pre-ordering steps completed, the requisite
                      information will have been obtained from Pac-West and the
                      initiation of a service order can begin. Submitting a
                      service order will result in the provisioning and
                      installation, if necessary, of an end user's service. The
                      functional set required to order service is: open a
                      service order, check facility availability, reserve an
                      appointment if technician work is required in the field or
                      at the end user's premises, reserve a telephone number if
                      appropriate, cancel a service order, change a service
                      order, send a firm order

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                      confirmation, support for work order status queries, and
                      send notification of order completion.

               10.3.2.1   Facility Availability

                          For each new line requested, this transaction will
                          indicate if existing facilities are available or if
                          new facilities are required, and if a technician must
                          be dispatched to provide the facilities requested at
                          the end user's address.

                          This transaction must be executed for any new line(s)
                          requested.

                          Note:

                      10.3.2.1.1   This transaction does not reserve facilities
                                   and does not guarantee that facilities will
                                   be available when the work order is
                                   submitted.

                      10.3.2.1.2   USWC will automatically execute this
                                   transaction as part of order processing, any
                                   time a new line or transfer line is
                                   requested.

               10.3.2.2   Telephone Number Availability

                          Enables a telephone number (TN) to be assigned to a
                          line. Pac-West will be able to accept the TN or
                          exchange the TN for two other TNs. If the end user
                          requests a specific number or a vanity number, Pac-
                          West must call the USWC Number Assignment Center (NAC)
                          and the request will be handled manually. Pac-West
                          will not have direct access to the telephone number
                          assignment system.

               10.3.2.3   Exchange Telephone Numbers/Response

                          Enables Pac-West to exchange the TN returned by the
                          Telephone Number Availability Transaction for two more
                          TNs. Pac-West must select one of the three TNs to
                          proceed with the Work Order.

               10.3.2.4   Return Telephone Numbers

                          Enables Pac-West to reject the TNs returned by the
                          Telephone Number Availability transaction and the TNs
                          will be returned to the pool.

               10.3.2.5   Telephone Number Accept

                          Allows Pac-West to reserve one telephone number
                          returned by the Telephone Number Availability
                          transaction for a period of one (1) day so that the
                          end user can be informed of the TN(s) prior to the
                          actual submission of a Work Order. The Work Order must
                          be submitted before

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                          the TN expires, otherwise the TN will be returned to
                          the available pool of TNs.

               10.3.2.6   Appointment Availability

                          Allows Pac-West to select an appointment from a
                          calendar of available appointments. Pac-West will not
                          have direct access to the system but USWC will
                          automatically execute this transaction after the Work
                          Order has been submitted and a technician must be
                          dispatched.

               10.3.2.7   Appointment Reservation

                          Enables Pac-West to reserve an available appointment
                          after the appointment availability calendar has been
                          returned to Pac-West by USWC. USWC will return a
                          confirmation number.

               10.3.2.8   Work Order/Firm Order Completion

                          The work order provides the information and actions
                          required for USWC to provision products, services and
                          features. This transaction will also be used to cancel
                          and change existing work orders. The information
                          contained in a work order identifies Pac-West, the end
                          user desired due date, the service being requested,
                          the order type (only change and migration to Pac-
                          West), POA (Proof of Authorization), class of service,
                          telephone number and additional information needed to
                          successfully provision the requested service to the
                          end user.

                          Once a work order is accepted by USWC, the assigned
                          service order number will be returned to Pac-West.
                          This may not happen in real time. Pac-West can then
                          use the service order number to status the work order.
                          Firm Order Confirmation means that USWC has received
                          the order and assigned an order number for tracking.
                          It does not mean that edits have been applied, so
                          errors may still exist on the order.

               10.3.2.9   Status Query/Response

                          This transaction will allow Pac-West to obtain the
                          status of a work order. USWC will return the current
                          status, remarks and due date for specified work order.

                          Note:  This status request is issued by Pac-West on
                          demand. Real Time Order Completion and Jeopardy
                          Notification is not proactively issued by USWC.

               10.3.2.10  Order Completion Report

                          Provides Pac-West with a daily (Monday - Saturday)
                          report, electronically, that identifies all work
                          orders that

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                          were completed by USWC on that date. This report is
                          called the Co-Provider Completion Report.

         10.3.3.    Repair

                    Repair functions allow Pac-West to report trouble with
                    communications circuits and services provided by USWC.  The
                    functions, processes and systems used in repair are based on
                    a Trouble Report (TR), which is an electronic document
                    maintained in one or more Operations Systems.  A TR contains
                    information about the end user, the trouble, the status of
                    the work on the trouble and the results of the investigation
                    and resolution efforts.  These business processes have been
                    summarized and will be made available to Pac-West in the
                    following functional set:  open a trouble report, cancel a
                    trouble report, send notification of status change and close
                    a trouble report.

             10.3.3.1   Verify Request

                        This transaction will be used to verify vertical
                        features the end user currently owns. Technical
                        discussions (e.g., Security) are currently ongoing
                        within USWC as to how to provide this capability.

             10.3.3.2   Open Trouble Report

                        Gives Pac-West the capability to open a TR with USWC.

             10.3.3.3   Open Trouble Report Response

                        Gives Pac-West the capability to the Open TR request and
                        contains information about the TR that Pac-West needs to
                        track or to convey to Pac-West's end user.

             10.3.3.4   Completion Notification

                        Provides notification to Pac-West that a TR has been
                        closed because the trouble was resolved.

             10.3.3.5   Cancel Trouble Report Instruction

                        Allows Pac-West to cancel a previously opened TR.

             10.3.3.6   Status Change Notification

                        Provides notification to Pac-West that the status of a
                        previously opened TR has changed.

     10.4  Billing Interfaces


           USWC offers interfaces for the exchange of several types of billing
data:

             .    Monthly Billing Information,
             .    Daily Usage Data,

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             . Local Account Maintenance Report,

             . Centralized Message Distribution System (CMDS) messages,

             . Routing of in-region intraLATA collect, calling card, and
               third number billed messages.

     10.4.1         Monthly Billing Information

                    Includes all connectivity charges, credits, and adjustments
                    related to network elements and USWC-provided local service.

     10.4.2         Daily Usage Data

                    The accumulated set of call information for a given day as
                    captured, or "recorded," by the network switches. USWC will
                    provide this data to Pac-West with the same level of
                    precision and accuracy it provides itself. Such precision
                    cannot and will not exceed the current capabilities of the
                    software in the switches today.

     10.4.3         Local Account Maintenance Report

                    The list of phone numbers to which the carrier is no longer
                    providing service since the last report.

     10.4.4         Centralized Message Distribution System ("CMDS")

                    Distribution of CMDS messages for Pac-West end users.

     10.4.5         Routing of In-region IntraLATA Collect, Calling Card, and
                    Third Number Billed Messages

                    USWC will distribute in-region intraLATA collect, calling
                    card, and third number billed messages to Pac-West and
                    exchange with other Co-Providers operating in region in a
                    manner consistent with existing inter-company processing
                    agreements. Whenever the daily usage information is
                    transmitted to a carrier, it will contain the records for
                    these types of calls as well.

10.5 Compensation

     10.5.1         Compensation for OSS access will consist of an initial
                    access fee which will be determined based on the specific
                    access engineered and implemented for Pac-West and is a
                    function of the numbers of Pac-West business office and
                    repair service representatives accessing the system. The fee
                    will include costs for hardware (if purchased through USWC),
                    software (which must be purchased through USWC),
                    telecommunications links and labor incurred to establish the
                    interfaces to USWC's OSS for Pac-West. The costs will be
                    substantiated by purchasing invoices for the communications
                    and computing hardware and software, and by time reports for
                    the labor expended in their design and implementation. Labor
                    will be billed at the prevailing rates for contract labor
                    for similar services.

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           10.5.2   The ongoing charge will be billed at a rate to be specified
                    by the Commission at the completion of an appropriate cost
                    study hearing. For all charges relating to OSS function
                    access, USWC will charge Pac-West nondiscriminatory rates,
                    and impose nondiscriminatory terms and conditions for such
                    access.

11.  RESALE


     11.1  Description

           11.1.1   USWC will provide resale services to Pac-West in accordance
                    with the applicable state or federal regulations. USWC Basic
                    Exchange Telecommunications Service and Basic Exchange
                    Switched Features (as defined in Section 3) and IntraLATA
                    Toll originating from USWC exchanges will be available for
                    resale from USWC pursuant to the Act and will reference
                    terms and conditions (except prices) in USWC tariffs, where
                    applicable. Rates and Charges are set forth in the
                    applicable tariffs.

           11.1.2   The Parties agree that, at this time, certain USWC services
                    are not available for resale under this Agreement and
                    certain other USWC services are available for resale but at
                    no discount, as identified in Appendix A or in individual
                    state tariffs. The availability of services and applicable
                    discounts identified in Appendix A or in individual tariffs
                    are subject to change pursuant to the Rates and Charges sub-
                    section of this Resale section.

     11.2  Scope

           11.2.1   To the extent required by applicable tariff, state or
                    federal regulations, Basic Exchange Telecommunications
                    Service, Basic Exchange Switched Features and IntraLATA Toll
                    may be resold only for their intended or disclosed use and
                    only to the same class of end user to which USWC sells such
                    services (e.g., residence service may not be resold to
                    business end users.) only to the extent required by tariff
                    or commission order.

           11.2.2   USWC shall provide to Pac-West services for resale that are
                    equal in quality, subject to the same conditions (including
                    the conditions in USWC's effective tariffs), and that are
                    within the provisioning time intervals that are
                    substantially equal to the intervals USWC provides these
                    services to others, including its end users, and in
                    accordance with any applicable state Commission service
                    quality standards , including standards a state Commission
                    may impose pursuant to Section 252 (e)(3) of the Act or in
                    accordance with any federal service quality standards to the
                    extent that federal standards pre-empt state standards.

     11.3  Ordering and Maintenance

           11.3.1   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,

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                    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 end users of Pac-West for resold services. Pac-
                    West's end users contacting USWC will be instructed to
                    contact Pac-West, however, nothing in this Agreement, except
                    as provided below, shall be deemed to prohibit USWC from
                    discussing its products and services with Pac-West's end
                    users who call USWC for any reason. Provided that USWC shall
                    ensure that any USWC personnel who may receive customer
                    inquiries, or otherwise have opportunity for end user
                    contact: (a) provide appropriate referrals and telephone
                    numbers to end users who inquire about Pac-West services or
                    products; and (b) do not in any way disparage or
                    discriminate against Pac-West, or its products or services.

           11.3.2   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 the end user effective with
                    the disconnection. If USWC is not the local service
                    provider, USWC will issue a bill to Pac-West for that
                    portion of the service provided to Pac-West should Pac-
                    West's end user, a new service provider, or Pac-West request
                    service be discontinued to the end user. USWC will notify
                    Pac-West by FAX, OSS, or other processes when an end user
                    moves to another service provider. USWC will not provide
                    Pac-West with the name of the other Reseller or service
                    provider selected by the end user. The Parties agree that
                    they will not transfer to each other their respective end
                    users whose accounts are in arrears. Nothing herein shall be
                    deemed to prohibit an end user whose account is in arrears
                    with a Party from disconnecting service with that Party and
                    re-establishing service with another local service provider,
                    including a Party hereto. The Parties further agree that
                    they will work cooperatively together to develop the
                    standards and processes applicable to the transfer of such
                    accounts.

           11.3.3   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.

           11.3.4   Prior to placing orders on behalf of the end user, Pac-West
                    shall be responsible for obtaining and have in its
                    possession Proof of Authorization ("POAs"). Pac-West and
                    USWC will comply with Commission rules regarding customer
                    authorization from changes in local service provider. To the
                    extent that no such rules are in place or existing rules are
                    not effective, the analogous rules of the FCC shall apply.
                    Pac-West shall make POAs available to USWC upon request:

               11.3.4.1   The end user's written Letter of Authorization or LOA.

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               11.3.4.2  The end user's electronic authorization by use of an
                         800 number,

               11.3.4.3  The end user's oral authorization verified by an
                         independent third party (with third party verification
                         as POA).

               11.3.4.4  A prepaid returnable postcard supplied by Pac-West
                         which has been signed and returned by end user. Pac-
                         West will wait fourteen (14) days after mailing the
                         postcard before placing an order to change.

          11.3.5    Prior to placing orders that will disconnect a line from one
                    another's or another provider's account, Pac-West or USWC is
                    responsible for obtaining all information needed to process
                    the disconnect order and re-establish the service on behalf
                    of the end user. If a conflict occurs between an end user
                    (and/or its respective agent) and Pac-West or USWC regarding
                    the disconnection of local service, Pac-West or USWC will
                    honor the latest dated POA. In the event either party places
                    a disconnect order without required authorization, such
                    party shall be responsible for paying charges set forth in
                    Commission rules regarding customer authorization for
                    changes in telecommunications carriers. To the extent that
                    there are no such Commission rules or such rules are not in
                    effect, the analogous rules of the FCC shall apply.

          11.3.6    USWC will not seek to win end user customers back to USWC
                    following Pac-West order activity until service has been
                    established with Pac-West.

          11.3.7    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.

          11.3.8    When end users switch from USWC to Pac-West, or to Pac-West
                    from any other Reseller, such end users shall be permitted
                    to retain their current telephone numbers if they so desire
                    and do not change their service address to an address served
                    by a different central office. USWC shall take no action to
                    prevent Pac-West end users from retaining their current
                    telephone numbers.

          11.3.9    Pac-West and USWC will employ the procedures for handling
                    misdirected repair calls as specified in the Coordinated
                    Repair Calls section of this Agreement.

     11.4 Pac-West Responsibilities

          11.4.1    Pac-West must send USWC complete and accurate end-user
                    listing information for Directory Assistance, Directory
                    Listings, and 911 Emergency Services using USWC's resale
                    order form and process. Pac-West must provide to USWC
                    accurate end-user

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                    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.

          11.4.2    Pac-West may not reserve blocks of USWC telephone numbers,
                    except as allowed by tariffs and applicable state
                    regulations.

          11.4.3    Pac-West is liable for all fraud associated with service to
                    its end-users and accounts. USWC takes no responsibility,
                    will not investigate, and will make no adjustments to Pac-
                    West's account in cases of fraud unless such fraud is the
                    result of any intentional act or gross negligence of USWC.
                    Notwithstanding the above, if USWC becomes aware of
                    potential fraud with respect to Pac-West's accounts, USWC
                    will promptly inform Pac-West and, at the direction of Pac-
                    West, take reasonable action to mitigate the fraud where
                    such action is possible.

          11.4.4    In accordance with the Act, Pac-West will indicate the date
                    it will offer to residential and business subscribers
                    telephone exchange services. Pac-West will provide a three
                    year forecast within ninety (90) days of signing this
                    Agreement. During the first year of the term of this
                    Agreement, the forecast shall be updated and provided to
                    USWC on a quarterly basis. Thereafter, during the term of
                    this Agreement Pac-West will provide updated forecasts from
                    time to time, as requested by USWC. 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

                    .    Pac-West's key contact personnel

                    The information provided pursuant to this paragraph shall be
                    considered Proprietary Information under the Nondisclosure
                    section of this Agreement.

          11.4.5    In the event USWC terminates the provisioning of any resold
                    services to Pac-West for any reason, including disconnection
                    of Pac-West for failure to make payment as required herein,
                    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 to
                    Pac-West's end users. USWC will provide notice to Pac-West
                    of USWC's termination of a resold service on a timely basis
                    consistent with Commission rules and notice requirements.

     11.5 Rates and Charges

          11.5.1    Resold services as listed in Appendix A are available for
                    resale at the applicable discount percentage or rate per
                    minute set forth in Appendix A or at the retail tariff rates
                    for services available for resale but excluded from the
                    wholesale pricing arrangement in this Agreement.

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                    However, state Commissions may do any of the following
                    (collectively referred to hereinafter as "Order") during the
                    term of this Agreement:

                    .    establish wholesale discount rates through decisions in
                         arbitration, interconnection and/or resale cost
                         proceedings;
                    .    establish other recurring and nonrecurring rates
                         related to resale, including but not limited to
                         Customer Transfer Charges and Slamming Charges ("Other
                         Resale Charges"); and
                    .    order that certain services be made available for
                         resale at specified wholesale discount rates.

                    If a state Commission orders services to be available for
                    resale, the Parties agree that they will, on a state-by-
                    state basis, revise Appendix A to incorporate the services
                    determined by such Order into this Agreement, effective on
                    the date ordered by a Commission.  When a state Commission,
                    through a decision in arbitration, identifies services that
                    must be available for resale at wholesale discount rates,
                    such decision shall be deemed to have defined that such
                    services are generally available to Resellers in that state.
                    If a state Commission establishes wholesale discount rates
                    and Other Resale Charges to be made generally available to
                    Resellers or establishes a resale tariff, the Parties agree
                    that they will, on a state-by-state basis, revise Appendix A
                    to incorporate such wholesale discount rates and/or Other
                    Resale Charges into this Agreement effective on the date
                    ordered by a Commission; provided, however, that USWC shall
                    have a reasonable time to implement system or other changes
                    necessary to bill the Commission ordered rates or charges.

                    The rates for those resold services initially included in
                    the wholesale pricing arrangement under this Agreement shall
                    be subject to true-up to the wholesale discount rates
                    established by a Commission Order making such rates
                    generally available to Resellers or established by a resale
                    tariff, retroactively to the effective date of this
                    Agreement. Any true-up shall be on a service-by-service
                    basis if wholesale discount rates are established by a
                    Commission on such a basis.

                    Services excluded from the wholesale pricing arrangement
                    under this Agreement as identified in Appendix A, shall be
                    made available on a going forward basis from the date of a
                    Commission Order that orders such services be made generally
                    available to any Reseller in the state where such a
                    Commission Order is issued.  Such services shall be
                    available at the discount rate applicable to basic exchange
                    business service identified in Appendix A; provided,
                    however, that when a Commission Order establishes wholesale
                    discount rates for such services as generally available to
                    Resellers, Appendix A shall be revised to incorporate the
                    wholesale discount rates generally available to Resellers.

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                    If a state Commission fails to issue such an Order or make
                    effective such a tariff by the end of the first year of this
                    Agreement, either USWC or Pac-West may elect to renegotiate
                    this Section of the Agreement.

          11.5.2    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 or
                    established by resale Tariff. The new rate will be effective
                    upon the Tariff effective date.

          11.5.3    A Customer Transfer Charge (CTC) as specified in Appendix A
                    applies when transferring any existing account or lines to
                    Pac-West. Tariffed, non-recurring charges will apply to new
                    installations.

          11.5.4    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.

          11.5.5    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.

          11.5.6    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 subject to the applicable discount in
                    Appendix A as such may be amended pursuant to Section 11.5.1
                    above (e.g., continuous redial, last call return, call back
                    calling, call trace, etc.).

          11.5.7    Resold services are available only where facilities
                    currently exist and are capable of providing such services
                    without construction of additional facilities or enhancement
                    of existing facilities. However, if Pac-West requests that
                    facilities be constructed or enhanced to provide resold
                    services, USWC will review such requests on a case-by-case
                    basis and determine, in its sole discretion, if it is
                    economically feasible for USWC to build or enhance
                    facilities. If USWC decides to build or enhance the
                    requested facilities, USWC will develop and provide to Pac-
                    West a price quote for the construction. If the quote is
                    accepted, Pac-West will be billed the quoted price and
                    construction will commence after receipt of payment.

          11.5.8.   Nonrecurring charges will not be discounted and will be
                    billed at the applicable Tariff rates.

          11.5.9    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 may request to
                    unbrand operator services and directory assistance where
                    technically

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                    feasible, provided the costs associated with such unbranding
                    are paid by Pac-West

     11.6  Collateral and Training

           The Parties will jointly develop procedures regarding Pac-West's use
           of USWC's retail product training materials. Except for any rights
           granted by USWC to Pac-West for the use or copying of product
           training material, product training provided under this Agreement
           shall be considered "Proprietary Information" as described in this
           Agreement, and shall be subject to the terms and conditions specified
           therein.

     11.7  Directory Listings

           USWC will accept at no charge one primary listing for each main
           telephone number belonging to Pac-West's end user 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 the
           Ancillary Services and Arrangements section of this Agreement.

     11.8  Billing

           11.8.1.  USWC shall bill Pac-West and Pac-West is responsible for all
                    applicable charges for the resold services as provided
                    herein. Pac-West shall also be responsible for all tariffed
                    charges and charges separately identified in this Agreement
                    associated with services that Pac-West resells to an end
                    user under this Agreement.

           11.8.2   USWC shall provide Pac-West, on a monthly basis, within 7-10
                    days of the last day of the most recent billing period, in
                    an agreed upon standard electronic billing format, billing
                    information including (1) a summary bill, and (2) individual
                    end user sub-account information consistent with the samples
                    provided to Pac-West for Pac-West to render end user bills
                    indicating all recurring and nonrecurring charges associated
                    with each individual end user's account for the most recent
                    billing period.

     11.9  Deposit

           11.9.1   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.

           11.9.2   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 as set forth in
                    applicable Tariffs, will, at Pac-West's option, either be
                    credited to Pac-West's account or refunded. Satisfactory
                    credit for a Reseller is defined

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                    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.
                    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.

     11.10  Payment

           11.10.1  Amounts payable under this Resale Section are due and
                    payable within thirty (30) days after the bill date of
                    USWC's invoice. During the initial three billing cycles of
                    this Agreement, Pac-West and USWC agree that undisputed
                    amounts shall be paid as provided herein. Pac-West and USWC
                    further agree that, during said three billing cycle period,
                    they will cooperate to resolve amounts in dispute or billing
                    process issues in a timely manner but no later than sixty
                    (60) days after the bill date of USWC's invoice or
                    identification and notice of the billing process issue.
                    Disputed amounts will be paid within thirty (30) days
                    following resolution of the dispute.

           11.10.2  After the three (3) month period outlined above, Pac-West
                    will pay the bill in full within 30 days after the bill date
                    of the invoice. Billing disputes will be processed and
                    jointly resolved. Any disputed amounts that USWC remits to
                    Pac-West will be credited on the next billing cycle
                    including an interest credit of 1.5% per month compounded.

           11.10.3  A late payment charge of 1.5% applies to all billed balances
                    which are not paid by 30 days after the bill date shown on
                    the invoice. USWC agrees, however, that the application of
                    this provision will be suspended for the initial three
                    billing cycles of this Agreement and will not apply to
                    amounts billed during those three cycles.

           11.10.4  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 the
                    due date on Pac-West's bill. USWC agrees, however, that the
                    application of this provision will be suspended for the
                    initial three billing cycles of this Agreement and will not
                    apply to amounts billed during those three cycles.

           11.10.5  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 the due date on Pac-
                    West's bill. Pac-West will pay the Tariff charge required to
                    reconnect each end user line disconnected pursuant to this
                    paragraph. USWC agrees, however, that the application of
                    this provision will be suspended for the initial three
                    billing cycles of this Agreement and will not apply to
                    amounts billed during those three cycles.

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

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           11.10.7  USWC shall credit Pac-West's account the amount due for any
                    trouble or out-of-service conditions in the same manner that
                    USWC credits the accounts of its own end users and pursuant
                    to any applicable provisions in USWC's Tariffs. USWC shall
                    reflect the amount of such credits on an individual end user
                    telephone number basis in the billing information USWC
                    provides Pac-West.

           11.10.8  In the event billing disputes relate to service quality
                    issues, the dispute shall be referred to the USWC account
                    executive assigned to Pac-West who will evaluate the facts
                    and circumstances of the service quality issues and will
                    work with Pac-West to resolve the dispute.

12.  ACCESS TO TELEPHONE NUMBERS

     12.1  Number Resources Arrangements.

           12.1.1   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).

           12.1.2   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.

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

           12.1.4   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.

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

           12.1.6   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.

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          12.1.7     Each Party is responsible for administering NXX codes
                     assigned to it. Each Party is responsible for obtaining
                     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.

13.   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.


14.   US WEST DEX 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 Dex. USWC acknowledges that Pac-
      West may request USWC to facilitate discussions between Pac-West and U S
      WEST Dex.


15.   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 requested by Pac-West via a Bona Fide Request.


16.   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.


17.   REFERRAL ANNOUNCEMENT

      When an end user changes from USWC to Pac-West, or from Pac-West to USWC,
      and does not retain its original main/listed 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 end user.


18.   COORDINATED REPAIR CALLS

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

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


          18.1.2     End users of Pac-West shall be instructed to report all
                     cases of trouble to Pac-West. End users of USWC shall be
                     instructed to report all cases of trouble to USWC.

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

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

          18.1.5     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 end users to market services. Either Party may
                     respond with accurate information in answering end user
                     questions.


19.   BONA FIDE REQUEST PROCESS


      19.1   Any request for Interconnection or access to an unbundled Network
             Element that is not already available as described herein shall be
             treated as a Bona Fide Request (BFR). USWC shall use the BFR
             Process to determine the terms and timetable for providing the
             requested Interconnection or access to unbundled Network Elements,
             if available, and the technical feasibility of new/different points
             of Interconnection. USWC will administer the BFR Process in a
             reasonable non-discriminatory manner.


      19.2   A BFR shall be submitted in writing and on the appropriate USWC
             form for BFRs. The form will request, and Pac-West will need to
             provide, at a minimum: (a) a technical description of each
             requested Network Element or new/different points of
             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; (e) the quantity requested; (f) the
             specific location requested; (g) if the requested unbundled Network
             Element is a proprietary element as specified in Section 251(d)(2)
             of the Act, Pac-West must submit documentation that demonstrates
             that access to such Network Element is necessary, that the failure
             to provide access to such Network Element would impair the ability
             of Pac-West to provide the services that it seeks to offer, and
             that Pac-West's ability to compete would be significantly impaired
             or thwarted without access to such requested proprietary element;
             and (h) if the requested unbundled Network Element is a non-
             proprietary element as specified in Section 251(d)(2) of the Act,
             Pac-West must submit documentation that demonstrates that denial of
             access to such unbundled non-proprietary Network Element would
             decrease the quality or increase the cost of the service sought to
             be offered by Pac-West.

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


19.4  Within 30 calendar days of its receipt of the BFR and all information
      necessary to process it, USWC shall provide to Pac-West a preliminary
      analysis of the BFR. The preliminary analysis shall specify USWC's
      conclusions as to whether or not the requested Interconnection or access
      to an unbundled Network Element complies with the unbundling requirements
      set forth above.


      19.4.1    If USWC determines during the 30 day period that a BFR does not
                qualify as a Network Element or 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.

      19.4.2    If USWC determines during the thirty day period that the BFR
                qualifies under the Act, it shall notify Pac-West in writing of
                such determination within ten days.

      19.4.3    As soon as feasible, but in any case within 90 days after USWC
                notifies Pac-West that the BFR qualifies under the Act, USWC
                shall provide to Pac-West a BFR quote. The BFR quote 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 development costs
                and construction charges of the Interconnection or the Network
                Elements and any minimum volume and term commitments required.

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

19.6  If Pac-West has agreed to minimum volume and term commitments under the
      preceding paragraph, Pac-West may cancel the BFR 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.

19.7  If either Party believes that the other Party is not requesting,
      negotiating or processing any BFR in good faith, or disputes a
      determination, or quoted price or cost, it may seek arbitration pursuant
      to the Dispute Resolution provision of this Agreement.


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20.   AUDIT PROCESS


      20.1   "Audit" shall mean the comprehensive review of:


             20.1.1   Data used in the billing process for services performed
                      and facilities provided under this Agreement; and

             20.1.2   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.

      20.2   The data referred to 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:

             20.2.1    Either Party may request to perform an Audit.

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

             20.2.3    The Audit shall occur during normal business hours.

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

             20.2.5    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.

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

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

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

             20.2.9    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.

             20.2.10   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.

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             20.2.11   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).

      20.3   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.


21.   AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES

      21.1   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, if available, 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.

      21.2   Pac-West and USWC will work together in good faith to negotiate and
             execute the agreement for billing and compensation for these
             services. 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.

      21.3   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.

             21.3.1    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.


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             21.3.2    Billing and Collection Compensation
                       -----------------------------------

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


22.   LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING

      22.1  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.

      22.2  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.

      22.3  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.

      22.4  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 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.

      22.5  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.


23.   CONSTRUCTION CHARGES

      23.1   All rates, charges and initial service periods specified in this
             Agreement contemplate the provision of network Interconnection
             services and access to Network Elements to the extent existing
             facilities are available. Except for modifications to existing
             facilities necessary to accommodate Interconnection and access to
             Network Elements specifically provided for in this Agreement, USWC
             will consider requests to build additional or further facilities
             for network Interconnection and access to Network Elements as
             described in this Section.

      23.2   Resale

             Construction charges associated with the resale of services will be
             applied in the same manner that construction charges apply to
             USWC's retail end users.

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<PAGE>

             Contracts may be negotiated on an individual case basis when
             construction is required for large retail or resale customers.


      23.3   LIS and Interoffice Transport

             To the extent that USWC constructs facilities for LIS services
             and/or interoffice transport, Pac-West will provide USWC with a
             forecast of interoffice trunks and switch ports. USWC will perform
             a validated traffic engineering estimate based on the forecasted
             demand and will then negotiate an agreed upon quantity of
             interoffice trunks and switch ports with Pac-West before
             constructing facilities. If Pac-West's forecasted quantity exceeds
             USWC's validated traffic engineering estimate, and if USWC finds it
             necessary to construct added facilities, then construction charges
             will apply to the exceeded quantity. USWC will track utilization of
             trunks, and when minimum trunk utilization requirements are not
             met, USWC will notify Pac-West and a recurring charge will apply
             for all unused trunks below the minimum utilization level. At such
             time, a joint planning meeting to adjust the number of interoffice
             trunks will occur and adjustments will be made accordingly to
             assure the most efficient utilization of the network is
             accomplished.

             23.3.1   The Parties shall work cooperatively in the joint planning
                      meetings to reach agreement on the trunk forecast
                      requirements. In the event that a dispute arises regarding
                      these requirements, the Parties shall attempt in good
                      faith to resolve the matter informally. If the Parties
                      fail to reach resolution, the Dispute Resolution provision
                      of this Agreement shall apply.

             23.3.2   The Parties agree that orders placed in excess of the
                      agreed-to forecast trunk requirements and/or non-
                      forecasted orders will be considered and may be subject to
                      the following options. The orders, when taken, will be
                      compared to the current forecast on record. If the orders
                      exceed the forecast the ordering Party can choose from the
                      following options.

                      23.3.2.1  Wait for the next forecast cycle (cancel the
                                order).

                      23.3.2.2  Pay construction charges for the additional
                                facilities.

                      23.3.2.3  Ask the providing Party to perform a broker
                                function and request other Co-Providers to
                                release unneeded forecasted trunks. This process
                                shall be conducted in a confidential manner so
                                that neither Party's proprietary information
                                will be disclosed to third parties, including
                                the Co-Providers referenced herein.

      23.4   Unbundled Network Elements

             USWC will conduct an individual financial assessment of any request
             which requires construction of network capacity, facilities, or
             space for access to or use of unbundled Network Elements. If USWC
             constructs to fulfill Pac-West's request for unbundled Network
             Elements, USWC will bill this construction on a case-by-case basis.
             USWC will charge for the construction through non-recurring charges
             and a term agreement for the remaining recurring charge.

      23.5   All necessary construction will be undertaken at the discretion of
             USWC, consistent with budgetary responsibilities, consideration for
             the impact on the

                                                                         Page 89
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             general body of end users, and without discrimination among the
             various carriers.

      23.6   A quote for Pac-West's portion of a specific job will be provided
             to Pac-West. The quote will be in writing and will be binding for
             ninety (90) days after the issue date. When accepted, Pac-West will
             be billed the quoted price and construction will commence after
             receipt of payment. If Pac-West chooses not to have USWC construct
             the facilities, USWC reserves the right to bill Pac-West for the
             expense incurred for producing the engineered job design.

      23.7   In the event a construction charge is applicable, Pac-West's
             service application date will become the date upon which USWC
             receives the required payment.


24.   SERVICE PERFORMANCE RESULTS

      24.1   USWC agrees to provide to Pac-West the same level of service that
             USWC provides to itself, and/or its affiliates, and all other Co-
             Providers as determined by measuring and comparing a statistically
             significant number of activities listed below.

             24.1.1   For those services procured by Pac-West and unless
                      otherwise noted below, USWC shall measure its results and
                      those of its affiliates and other Co-Providers as a
                      percentage. USWC shall also measure the percentage results
                      of Pac-West.

                      Pac-West agrees to measure its performance related to
                      these performance indicators in providing service to USWC.
                      Upon request, USWC will provide definitions of the
                      performance indicators sufficient for Pac-West to
                      determine their accuracy and relevance.

             24.1.2   In some instances, USWC may not provide the listed service
                      to itself or its affiliates. If USWC does not provide a
                      statistically significant number of a listed activity for
                      itself or its affiliates, USWC will provide data which
                      will allow comparison between Pac-West's performance
                      results and the average performance results of the same
                      performance indicator for a statistically significant
                      number of total activities provided to all other Co-
                      Providers within the state in which the service was
                      provided.

             24.1.3   In no event shall percentage results be provided if the
                      number of measured activities is less than a statistically
                      significant universe of fewer than sixty (60) activities
                      during the time period of measurement.

             24.1.4   The list of performance indicators to be measured are as
                      follows:

                      Resale Indicators
                      -----------------
                      Residence Installation Intervals Offered (Facilities in
                      Place) Business Installation Intervals Offered (Facilities
                      in Place) Firm Order Confirmations within 48 hours (DS0)
                             (Facilities in Place)


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                      Firm Order Confirmations within 48 hours (DS1) (Facilities
                             in Place)
                      Firm Order Confirmations within 48 hours (DS3) (Facilities
                             in Place)
                      Firm Order Confirmations within 48 hours (Switched)
                             (Facilities in Place)

                      Average Installation Intervals Delivered (Residence)
                             (Facilities in Place) (Days and Hours)
                      Average Installation Intervals Delivered (Business)
                             (Facilities in Place) (Days and Hours)
                      Average Installation Intervals Delivered (DS0)
                             (Facilities in Place) (Days and Hours)
                      Average Installation Intervals Delivered (DS1)
                             (Facilities in Place) (Days and Hours)
                      Average Installation Intervals Delivered (DS3)
                             (Facilities in Place) (Days and Hours)
                      Average Installation Intervals Delivered (Switched)
                             (Facilities in Place) (Days and Hours)

                      Residence Installation Commitments Met (Facilities in
                             Place)
                      Business Installation Commitments Met (Facilities in
                             Place)
                      Designed Installation Commitments Met (DS0) (Facilities in
                             Place)
                      Designed Installation Commitments Met (DS1) (Facilities in
                             Place)
                      Designed Installation Commitments Met (DS3) (Facilities in
                             Place)
                      Designed Installation Commitments Met (Switched)
                             (Facilities in Place)
                      Co-Provider-caused Installation Misses

                      Residence Disconnect Commitments Met
                      Business Disconnect Commitments Met

                      Residence Installation Reports (Repair Report After
                             Installation) Within 7 Days
                      Business Installation Reports (Repair Report After
                             Installation) Within 7 Days
                      Designed Installation Reports (Repair Report After
                             Installation) Within 30 Days (DS0)
                      Designed Installation Reports (Repair Report After
                             Installation) Within 30 Days (DS1)
                      Designed Installation Reports (Repair Report After
                             Installation) Within 30 Days (DS3)
                      Designed Installation Reports (Repair Report After
                             Installation) Within 30 Days (Switched Access)

                      Residence Percent Out of Service Cleared < 24 hours
                      Business Percent Out of Service Cleared in < 24 hours
                      Designed Percent Out of Service Cleared < 4 hours (DS0)
                      Designed Percent Out of Service Cleared in < 4 hours (DS1)
                      Designed Percent Out of Service Cleared < 4 hours (DS3)
                      Designed Percent Out of Service Cleared in < 4 hours
                             (Switched)

                      Residence Percent Out of Service and Service Affecting
                             Cleared < 48 hours

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<PAGE>

                       Business Percent Out of Service and Service Affecting
                             Cleared < 48 hours

                       Residence Repair Commitments Met
                       Business Repair Commitments Met

                       Residence Repair Repeated Reports Within 30 Days
                       Business Repair Repeated Reports Within 30 Days
                       Designed Repair Repeated Reports Within 30 Days (DS0)
                       Designed Repair Repeated Reports Within 30 Days (DS1)
                       Designed Repair Repeated Reports Within 30 Days (DS3)
                       Designed Repair Repeated Reports Within 30 Days
                              (Switched)

                       Residence Report Rate per 100 Lines
                       Business Report Rate per 100 Lines
                       Co-Provider-caused Trouble Reports



                       Unbundled Loop Indicators
                       -------------------------
                       Firm Order Confirmations Within 48 hours (Facilities in
                             Place ) 2 Wire
                       Firm Order Confirmations Within 48 hours (Facilities in
                             Place) 4 Wire
                       Average Installation Intervals Delivered (Facilities in
                             Place) 2 Wire (Days and Hours)
                       Average Installation Intervals Delivered (Facilities in
                             Place) 4 Wire (Days and Hours)
                       Percent Installation Commitments Met (Facilities in
                             Place) 2 Wire
                       Percent Installation Commitments Met (Facilities in
                              Place) 4 Wire
                       Installation Reports Within 30 Days 2 Wire
                       Installation Reports Within 30 Days 4 Wire
                       Percent Out of Service Cleared in < 24 hours 2 Wire
                       Percent Out of Service Cleared in < 24 hours 4 Wire
                       Percent Out of Service and Service Affecting Cleared in <
                             48 hours 2 Wire
                       Percent Out of Service and Service Affecting Cleared in <
                             48 hours 4 Wire
                       Mean Time to Restore 2 Wire
                       Mean Time to Restore 4 Wire
                       Repair Repeated Reports Within 30 Days 2 Wire
                       Repair Repeated Reports Within 30 Days 4 Wire

                       LIS Trunk Indicators
                       --------------------
                       Firm Order Confirmations Within Six Days (Facilities in
                             Place)
                       Average Installation Intervals Delivered (Facilities in
                             Place) (Days and Hours)
                       Installation Commitments
                       Installation Reports Within 30 Days
                       Out of Service Cleared in < 4 hours
                       Repair Repeated Reports Within 30 Days
                       Co-Provider-caused Trouble Reports

                                                                         Page 92
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     24.2 Failure to Meet the Service Standard. If during a specified review
          period, the performing Party fails to deliver the same level of
          service that it provides to itself, such Party will use its best
          efforts to meet the service standard for the next specified review
          period. If the performing Party fails to meet the service standard for
          two consecutive periods, the Parties agree, in good faith, to attempt
          to resolve such issues through negotiation or pursuant to the Dispute
          Resolution section of this Agreement. This section shall not be
          construed to waive either Party's right to seek legal or regulatory
          intervention as provided by state or federal law.

     24.3 The performing Party's failure to meet the service standard cannot be
          as a result, directly or indirectly, of a Delaying Event. A "Delaying
          Event" means (a) a failure by the receiving Party to perform any of
          its obligations set forth in this Agreement, (b) any delay, act or
          failure to act by an end user, agent or subcontractor of the receiving
          Party or (c) any Force Majeure Event. If a Delaying Event prevents the
          performing Party from performing a measured activity, then such
          measured activity shall be excluded from the calculation of the
          performing Party's compliance with the service standard.

     24.4 Records. Each Party shall maintain complete and accurate records, for
          the specified review period of its performance under this Agreement
          for each measured activity and its compliance with the service
          standard. Each Party shall provide to the other such records in a
          self-reporting format. Such records shall be in the format kept in the
          performing Party's ordinary course of business. The Parties agree that
          such records shall be deemed "Proprietary Information".

     24.5 Cost Recovery.  Each Party reserves the right to recover the costs
          associated with the creation of the above reports and standards
          through a future proceeding before a regulatory body.  Such a
          proceeding may address a wide range of implementation costs not
          otherwise recovered through charges established herein.

25.  IMPLEMENTATION SCHEDULE

     25.1 Within six 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:

          25.1.1  Two-way trunk groups, as listed in Section 6.7.2 herein,
                  necessary for the mutual exchange of traffic.

          25.1.2  E-911 trunking and database access.

          25.1.3  SS7 Interconnection and Certification.

          25.1.4  Directory Listings Arrangements and Directory Assistance
                  Interconnection.

          25.1.5  Access to Unbundled Loops in at least one wire center.

          25.1.6  Completion of Physical Collocation arrangements in at least
                  one USWC Wire Center.

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<PAGE>

          25.1.7  Completion of inter-carrier billing arrangements necessary for
                  the joint provision of Switched Access Services and for
                  reciprocal traffic exchange.

26.  MISCELLANEOUS TERMS

     26.1 General Provisions

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

          26.1.2  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.

          26.1.3  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 end users, 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.

          26.1.4  Each Party is solely responsible for the services it provides
                  to its end users and to other Telecommunications Carriers.

          26.1.5  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.

     26.2 Term of Agreement

          This Agreement shall become effective upon Commission approval,
          pursuant to Sections 251 and 252 of the Act, shall terminate on August
          10, 2000 and shall be binding upon the Parties during that term,
          notwithstanding Section 252(i) of the Act.  The Parties agree to
          commence negotiations on a new agreement no later than 135 calendar
          days prior to the termination date specified above; provided that Pac-
          West, consistent with Section 252(i) of the Act, may opt into a then-
          existing, valid interconnection agreement, at the conclusion of the
          term of this Agreement.  In the event that negotiations are not
          concluded as of the termination date specified above, the window of
          opportunity to file for arbitration to resolve outstanding contractual
          issues in accordance with the Act, will open upon the termination date
          specified above.  When the Parties are in the arbitration process and
          if an agreement has not been reached between the Parties, the terms
          and conditions of this Agreement will remain in effect until the
          arbitration has been concluded.  So long as the Parties are
          negotiating or arbitrating a new interconnection agreement, the terms
          of this Agreement will continue to apply until the Parties reach a new
          negotiated or arbitrated agreement, or Pac-West opts into a then
          existing valid interconnection agreement.

                                                                         Page 94
<PAGE>

     26.3 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.


          26.3.1  "Win Back" or Disparagement


                  Neither party shall attempt to "win back" migrating
                  customers until such customers have completely transferred
                  to the service of the other party.  Neither party shall use
                  a request for subscriber information or order submission to
                  aid that party's marketing or sales efforts.  For customer
                  inquiries directed at one party but received by the other
                  party, the receiving party shall not disparage or
                  discriminate against the other party's services, shall not
                  provide information about the receiving parties products or
                  services during that same inquiry or as a result of that
                  inquiry, and shall provide appropriate referrals and
                  telephone numbers in response to the inquiry.


     26.4 Payment

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

          26.4.2  Except as specified in the Resale section of this
                  Agreement or elsewhere in this Agreement, 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.


          26.4.3  Should a party (the paying party) dispute any
                  portion of the monthly billing under this Agreement,
                  the paying party will notify the other party in
                  writing within thirty (30) days of the receipt of
                  such billing, identifying the amount and details of
                  such dispute. The paying party shall pay all amounts
                  due, except the paying party may pay disputed
                  amounts in excess of $25,000 into escrow pending
                  resolution of the dispute. Both Pac-West and USWC
                  agree to expedite the investigation of any disputed
                  amounts in an effort to resolve and settle the
                  dispute prior to initiating any other rights or
                  remedies. The party owing disputed amounts will
                  reimburse the other party the resolved amount plus
                  interest from the date of payment at the late
                  payment factor of the USWC

                                                                         Page 95

<PAGE>

                  Intrastate Access Service Tariffs, General
                  Regulations for the state in which the service is
                  rendered.

          26.4.4  If either party is repeatedly delinquent in making
                  its payments, the other party may, in its sole
                  discretion, require a deposit to be held as security
                  for the payment of charges. "Repeatedly delinquent"
                  means being thirty (30) days or more delinquent for
                  three (3) consecutive months. The deposit may not
                  exceed the estimated total monthly charges for a two
                  (2) month period. The deposit may be a cash deposit,
                  a letter of credit with terms and conditions
                  acceptable to the other party in its sole
                  discretion, or some other form of mutually
                  acceptable security.

          26.4.5  Interest will be paid on cash deposits at the rate
                  applying to deposits under applicable Commission
                  rules, regulations, or Tariffs. Cash deposits and
                  accrued interest will be credited to depositor's
                  account or refunded, as appropriate, upon the
                  earlier of the termination of this Agreement or one
                  full year of timely payments in full by the
                  depositing party. The fact that a deposit has been
                  made does not relieve the depositing party from any
                  requirements of this Agreement.

     26.5 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.


     26.6 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 stoppages,
          equipment failure, 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 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.

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     26.7  Limitation of Liability

           26.7.1  Each Party shall be liable to the other for direct damages
                   for any loss, defect or equipment failure resulting from the
                   causing Party's conduct or the conduct of its agents or
                   contractors in performing the obligations contained in this
                   Agreement.

           26.7.2  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.


           26.7.3  Neither Party shall be liable to the other under this
                   Agreement for indirect, incidental, consequential, or special
                   damages, including (without limitation) damages for lost
                   profits, lost revenues, lost savings suffered by the other
                   Party regardless of the form of action, whether in contract,
                   warranty, strict liability, tort, including (without
                   limitation) negligence of any kind and regardless of whether
                   the Parties know the possibility that such damages could
                   result.

           26.7.4  Nothing contained in this Section shall limit either Party's
                   liability to the other for intentional, malicious misconduct.

           26.7.5  Nothing contained in this Section shall limit either Party's
                   obligations of indemnification as specified in the Indemnity
                   Section of this Agreement.

     26.8  Indemnity

           26.8.1  With respect to third party claims, 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, relating to the
                   indemnifying Party's performance, breach of applicable law,
                   or the performance of its employees, agents and
                   subcontractors; or for failure to perform under this
                   Agreement, regardless of the form of action.

           26.8.2  The indemnification provided herein shall be conditioned
                   upon:

            26.8.2.1  The indemnified Party shall promptly notify the
                      indemnifying Party of any action taken against the
                      indemnified Party relating to the indemnification. Failure
                      to

                                                                         Page 97
<PAGE>

                          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.

                26.8.2.2  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.

                26.8.2.3  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.

     26.9   Intellectual Property

            26.9.1     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.

            26.9.2     The rights and licenses 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 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.

            26.9.3     As a condition to the access or use of patents,
                       copyrights, trade secrets and other intellectual property
                       (including software) owned or controlled by a third party
                       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,
                       the Party providing access may require the other upon
                       written notice, from time to time, to obtain a license or
                       permission for such access or use, make all payments in
                       connection with obtaining such license, and provide
                       evidence of such license.

             26.9.4    Except as expressly provided in this Intellectual
                       Property Section, nothing in this Agreement shall be
                       construed as the grant of a

                                                                         Page 98
<PAGE>

                       license, either express or implied, with respect to any
                       patent, copyright, logo, trademark, tradename, trade
                       secret or any other intellectual property right now or
                       hereafter owned, controlled or licensable by either
                       Party. Pac-West may not use any patent, copyright, logo,
                       trademark, tradename, trade secret or other intellectual
                       property right of USWC or its affiliates without
                       execution of a separate agreement between the Parties.

            26.9.5     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 end users.

          26.9.6       For purposes of resale only and notwithstanding the
                       above, unless otherwise prohibited by USWC pursuant to an
                       applicable provision herein, Pac-West may use the phrase
                       "Pac-West is a reseller of U S WEST Communications
                       services" (the "Authorized Phrase") in Pac-West's printed
                       materials provided:


               26.9.6.1  The Authorized Phrase is not used in connection with
                         any goods or services other than USWC services resold
                         by Pac-West.

               26.9.6.2  Pac-West's use of the Authorized Phrase does not, in
                         USWC's sole discretion, cause end users to believe that
                         Pac-West is USWC.

               26.9.6.3  The Authorized Phrase, when displayed, appears only in
                         text form (Pac-West may not use the U S WEST logo) with
                         all letters being the same font and point size. The
                         point size of the Authorized Phrase shall be no greater
                         than one fourth the point size of the smallest use of
                         Pac-West's name and in no event shall exceed 8 point
                         size.

               26.9.6.4  Pac-West shall provide all printed materials to USWC
                         for its prior written approval.

               26.9.6.5  If USWC determines that Pac-West's use of the
                         Authorized Phrase causes end user confusion, USWC may
                         in its sole discretion, immediately terminate Pac-
                         West's right to use the Authorized Phrase.

               26.9.6.6  Upon termination of Pac-West's right to use the
                         Authorized Phrase or termination of this Agreement, all
                         permission or right to use the Authorized Phrase shall
                         immediately cease to exist and Pac-West shall
                         immediately cease any and all

                                                                         Page 99
<PAGE>

                              such use of the Authorized Phrase. Pac-West shall
                              either promptly return to USWC or destroy all
                              materials in its possession or control displaying
                              the Authorized Phrase.

                26.9.7   Pac-West acknowledges the value of the marks "U S WEST"
                         and "U S WEST Communications" (the "Marks") and the
                         goodwill associated therewith and acknowledges that
                         such goodwill is a property right belonging to U S
                         WEST, Inc. and USWC respectively (the "Owners"). Pac-
                         West recognizes that nothing contained in this
                         Agreement is intended as an assignment or grant to Pac-
                         West of any right, title or interest in or to the Marks
                         and that this Agreement does not confer any right or
                         license to grant sublicenses or permission to third
                         parties to use the Marks and is not assignable. Pac-
                         West will do nothing inconsistent with the Owner's
                         ownership of the Marks, and all rights, if any, that
                         may be acquired by use of the Marks shall inure to the
                         benefit of the Owners. Pac-West will not adopt, use
                         (other than as authorized herein), register or seek to
                         register any mark anywhere in the world which is
                         identical or confusingly similar to the Marks or which
                         is so similar thereto as to constitute a deceptive
                         colorable imitation thereof or to suggest or imply some
                         association, sponsorship, or endorsement by the Owners.
                         The Owners make no warranties regarding ownership of
                         any rights in or the validity of the Marks.

          26.10 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.

          26.11 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.

          26.12 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

                                                                        Page 100
<PAGE>

                provision, but the same shall, nevertheless, be and remain in
                full force and effect. Payment in full will be made upon
                conclusion of dispute resolution.

          26.13 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.

          26.14 Severability

                In accordance with Section 1 of this Agreement, if one or more
                of the provisions contained herein must be modified because of
                changes in Existing Rules or modifications to arbitration
                proceedings, 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. In all
                other respects, the provisions of this Agreement are not
                severable.

          26.15 Nondisclosure

                26.15.1  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 end user
                         specific, facility specific, or usage specific
                         information, other than end user 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 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.

                26.15.2  Upon request by the disclosing Party, the receiving
                         Party shall return all tangible copies of Proprietary
                         Information, whether written, graphic or otherwise,
                         except that the receiving Party may retain one copy for
                         archival purposes.

                                                                        Page 101
<PAGE>

                26.15.3   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.

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

                   26.15.4.1   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

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

                   26.15.4.3   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

                   26.15.4.4   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

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

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

                   26.15.4.7   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.

               26.15.5    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.

         26.16 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.

                                                                        Page 102
<PAGE>

     26.17   Dispute Resolution

             If any claim, controversy or dispute between the Parties, their
             agents, employees, officers, directors or affiliated agents
             ("Dispute") cannot be settled through negotiation, it shall be
             resolved in accordance with this section.

             26.17.1  General Provisions

                      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 arbitration.
                      This section shall not be construed to waive the Parties'
                      rights to seek legal or regulatory intervention as
                      provided by state or federal law. In the event that simple
                      good faith discussion between the parties cannot resolve
                      an issue the following process will be involved unless
                      otherwise agreed to by the Parties on a case specific
                      basis:

             26.17.2  Alternative Dispute Resolution Process


                   26.17.2.1  In the event of a Dispute and except as set forth
                              in Section 11.10 of this Agreement, the Parties
                              shall continue to perform as set forth in this
                              Agreement and shall attempt to reach a negotiated
                              resolution by engaging in an executive escalation
                              process as follows:

                           26.17.2.1.1  Either Party may commence this executive
                                        escalation process by giving the other
                                        Party notice of the first Party's desire
                                        to resolve a dispute pursuant to this
                                        process.

                           26.17.2.1.2  Each Party shall promptly designate
                                        representatives who are authorized to
                                        bind its respective company and who have
                                        the authority to resolve the dispute.

                           26.17.2.1.3  Such representatives shall meet in an
                                        effort to agree on a resolution to the
                                        dispute.

                           26.17.2.1.4  Upon agreement, the representatives may
                                        utilize mediation to assist in the
                                        negotiations. Discussions and
                                        correspondence among the representatives
                                        for purposes of these negotiations shall
                                        be treated as Proprietary Information
                                        developed for purposes of settlement,
                                        shall be exempt from discovery and
                                        production, and shall not be admissible
                                        in the arbitration described below
                                        without the concurrence of both Parties.
                                        Documents identified in or provided with
                                        such communications, which are not
                                        prepared for purposes of the
                                        negotiations, are not so exempted and
                                        may, if otherwise admissible, be
                                        admitted in the arbitration.

                           26.17.2.1.5  Unless the representatives agree
                                        otherwise, if the Parties have not
                                        agreed upon a resolution within

                                                                        Page 103
<PAGE>

                                        thirty (30) days of the date notice is
                                        given under subsection 26.17.2.1.1
                                        above, then this executive escalation
                                        process shall be deemed to be completed.

                   26.17.2.2  If the dispute is not resolved through the
                              executive escalation process described above,
                              either Party may notify the other Party of its
                              intention to submit a Dispute through nonbinding
                              mediation under the Commercial Mediation Rules of
                              the American Arbitration Association ("AAA").


                   26.17.2.3  If the parties cannot settle the Dispute through
                              such mediation, then any Dispute shall be resolved
                              by binding arbitration conducted by a single
                              arbitrator engaged in the practice of law, under
                              the then current rules of the AAA. The Federal
                              Arbitration Act, 9 U.S.C. Secs. 1-16, not state
                              law, shall govern the arbitrability of all
                              Disputes. The arbitrator shall not have authority
                              to award punitive damages. All expedited
                              procedures prescribed by the AAA rules shall
                              apply. The arbitrator's award shall be final and
                              binding and may be entered in any court having
                              jurisdiction thereof. Each Party shall bear its
                              own costs and attorneys' fees and shall share
                              equally in the fees and expenses of the
                              arbitrator. The arbitration shall occur in Denver,
                              Colorado. Nothing in this Section shall be
                              construed to waive or limit either Party's right
                              to seek relief from the Commission or the Federal
                              Communications Commission as provided by state or
                              federal law.

                          26.17.2.3.1   No Dispute, regardless of the form of
                                        action, arising out of this Agreement,
                                        may be brought by either Party more than
                                        two (2) years after the cause of action
                                        accrues.

     26.18   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.

     26.19   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.

     26.20   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

                                                                        Page 104
<PAGE>

             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.

     26.21   Notices

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

             USWC

             Director - Interconnection Compliance
             1801 California Street, Room 2410
             Denver, CO  80202

             With copy to:
             U S WEST Law Department
             Attention: General Counsel - Interconnection
             1801 California Street, Room 5100
             Denver, CO 80202

             Pac-West Telecomm, Inc.
             Mr. John Sumpter
             Vice President - Regulatory
             4210 Coronado Avenue
             Stockton, CA  95204
             Phone: 209-926-3136
             Fax: 209-926-4585

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

     26.22   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 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.

                                                                        Page 105
<PAGE>

     26.23   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.

     26.24   Referenced Documents

             All references to Sections or Appendices shall be deemed to be
             references to Sections of, and Appendices 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) of such document that is in effect, and will include
             the most recent version or edition (including any amendments,
             supplements, addenda, or successors) of each document incorporated
             by reference in such a technical reference, technical publication,
             Pac-West practice, USWC practice, or publication of industry
             standards.

     26.25   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.

     26.26   Amendment

             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.

     26.27   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.

     26.28   Headings of No Force or Effect

             The headings of 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.

     26.29   Cancellation Charges

             Except as provided pursuant to a Network Element, Bona Fide
             Request, or as otherwise provided in any applicable Tariff or
             contract referenced herein, no cancellation charges shall apply.

                                                                        Page 106
<PAGE>

     26.30   Regulatory Approval

             The Parties understand and agree that this Agreement will be filed
             with the Commission and may thereafter be filed with the FCC and
             shall, at all times, be subject to review by the Commission or the
             FCC. In the event any such review rejects any portion of this
             Agreement, renders it inoperable or creates any ambiguity of
             requirement for further amendment, the Parties agree to meet and
             negotiate in good faith to arrive at a mutually acceptable
             modification.

     26.31   Compliance

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

     26.32   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.

     26.33   Cooperation

             The Parties agree that this Agreement involves the provision of
             USWC services in ways such services were not previously available
             and the introduction of new processes and procedures to provide and
             bill such services. Accordingly, the Parties agree to work jointly
             and cooperatively in testing and implementing processes for pre-
             ordering, ordering, maintenance, provisioning and billing and in
             reasonably resolving issues which result from such implementation
             on a timely basis.

     26.34   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.

                                                                        Page 107
<PAGE>

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.

___________________________________          ___________________________________
Signature                                    Signature
John Sumpter                                 Elizabeth J. Stamp
-----------------------------------          -----------------------------------
Name Printed/Typed                           Name Printed/Typed
Vice President - Regulatory                  Director - Interconnect
-----------------------------------          -----------------------------------
Title                                        Title

___________________________________          ___________________________________
Date                                         Date

*    This Agreement is made pursuant to Section 252 (i) of the Act and is
premised upon the Interconnection Agreement between Teligent, Inc. and U S WEST
Communications, Inc. (the "Underlying Agreement"). The Underlying Agreement was
approved by the Commission on October 28, 1998.

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

                                                                        Page 108
<PAGE>

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.

v)   This Agreement shall continue in force and effect until terminated by
either Party.  The Agreement can be terminated on thirty (30) days notice, if
another Interconnection Agreement will not replace the current Agreement.  If
there is a replacement Interconnection Agreement, one Party can notify the other
Party that it is requesting Section 251/252 negotiations under the Federal
Telecommunications Act of 1996 ("Act").  That notification will trigger the
timeframes and procedures contained in Section 252 of the Act.  In the event of
such notice, the arrangements between our companies shall continue and be
governed by the terms of the expired agreement until the new agreement is
approved by the appropriate state commission.

vi)  This Agreement shall be interpreted in accordance with GTE Service Corp. v.
                                                            --------------------
Federal Communications Commission, No. 99-1176 (D.C. Cir. March 17, 2000).
---------------------------------
Accordingly, subject to the change of law provisions set forth above, [Co-
Provider] will not be allowed to collocate equipment that is not necessary for
interconnection or access to unbundled network elements, and cross-connects
between Co-Providers' equipment will not be allowed within U S WEST's premises.
The Parties shall not be bound by any language in the Underlying Agreement, or
any prior interpretation or performance under such language, that are
inconsistent with the Court's decision in GTE Service Corp v. Federal
                                          ---------------------------
Communications Commission.
-------------------------

                                                                        Page 109
<PAGE>

                                  APPENDIX A
                               Rates and Charges
                                    Tariffs


This Appendix A consists of rates and charges for interconnection and resale
from the interim Colorado interconnection and resale tariff, Access Service
Tariff, Colorado P.U.C. No. 16 (most current version)(the "Tariff").  Pac-West
understands that the Tariff may not be a complete representation of all
applicable rates and charges.  The rates and charges as set forth in the current
filed Tariff may be modified from time to time or superseded by a permanent
tariff, apply to interconnection, network elements and resale services provided
by USWC to Pac-West.  If a rate or charge is not identified in the Tariff for a
particular service included in the Tariff, the Parties agree to use an expedited
escalation procedure to resolve the pricing issue.  Additionally, if a rate or
charge is not identified in the Tariff for a particular service included in the
Agreement, the Parties agree to use the AT&T approved rates.  If the AT&T
approved rates are not used, the Parties agree to default to the USWC Telric
Rates (ICB pricing is an exception).


Physical Collocation:
Floor Space Lease           $5.33 per sq. ft./monthly; $63.99 per sq. ft./yearly

                                                                        Page 110
<PAGE>

                                  APPENDIX B
                        Microwave Physical Collocation

                                 Attachment 1
                  Microwave Physical Collocation Rate Element
                          Definitions and Conditions


RATE DEFINITION

Non-recurring charges - Relating to Microwave Roof Equipment

1.     Microwave Preparation Fees
       --------------------------
       Architectural Plan Review
       Permit Review
       General Contractor Supervision

2.     Coring/Cable Pull
       -----------------
       Electrical and Building modification work for coring
       Weather Proofing
       Pulling cable to collocation equipment

3.     Roof Preparation (if applicable)
       ----------------
       Engineering Study (To develop roof preparation alternatives /costs)
       Cost for preparation of roof for installation (i.e. strengthening costs
       or other related costs)

4.     Escort - charge for access to roof
       -------
       Charge for access to Roof


Recurring charges

1.     Roof Space Lease Charge
       -----------------------
       Monthly rate for leasing rooftop or other suitable
       exterior space on USWC CO on a per square foot basis.

                                                                        Page 111
<PAGE>

                                  APPENDIX B
                        Microwave Physical Collocation

                                 Attachment 2
             Microwave Physical Collocation Application Attachment


1.     Name/Address of Central Office(s)

2.     Proposed Rooftop/Exterior Space Location of Microwave Equipment

3.     Description of Microwave Equipment

4.     Other

                                                                        Page 112
<PAGE>

                                  APPENDIX B
                        Microwave Physical Collocation

                                 Attachment 3
                     Microwave Physical Collocation Rates


Non-recurring charges

<TABLE>
<S>                                                                   <C>
1.  Microwave Prep Fee                                                [ICB FOR EACH CO]
2.  Coring/Cable Pull                                                 [ICB FOR EACH CO]
3.  Roof Preparation                                                  [ICB FOR EACH CO]
4.  Microwave Installation                                            [ICB FOR EACH CO]
5.  Additional Charges (Additional costs for environmental            [BASED ON ICB]
    conditioning (if applicable) will be developed and charged as
    an ICB.  These costs along with the building modification costs
    will be pro-rated back to existing customers when new
    applicants are put into service.)
</TABLE>


Monthly recurring rates

1.  Roof space - per sq. ft.        - Rent w/Maintenance
    Zone 1                          $2.75 per square foot
    Zone 2                          $2.26 per square foot
    Zone 3                          $2.06 per square foot

                                                                        Page 113