<PAGE>
                                                                   Exhibit 10.57


                                                                          Part A

                                   AGREEMENT
                  FOR LOCAL WIRELINE NETWORK INTERCONNECTION
                                      AND
                                SERVICE RESALE
                                    Between
               AT&T Communications of the Mountain States, Inc.
                                      and
                         U S WEST Communications, Inc.



[NOTE: In this Agreement, italicized language corresponds to language agreed to
by the Parties; bold language corresponds to language included to comply with
the Commission's Orders]; bold language in italics corresponds to agreed
language regarding a subject addressed in the Commission's Orders
<PAGE>

                               TABLE OF CONTENTS

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

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

DEFINITIONS...............................................................   2

TERMS AND CONDITIONS......................................................  13

1.  General Provisions....................................................  14
2.  Most Favored Nation Terms and Treatment...............................  15
3.  Payment...............................................................  15
4.  Taxes.................................................................  16
5.  Intellectual Property.................................................  16
6.  Severability..........................................................  17
7.  Responsibility for Environmental Contamination........................  17
8.  Branding..............................................................  18
9.  Independent Contractor Status.........................................  18
10. Referenced Documents..................................................  19
11. Publicity and Advertising.............................................  19
12. Executed in Counterparts..............................................  20
13. Headings Not Controlling..............................................  20
14. Joint Work Product....................................................  20
15. Survival..............................................................  20
16. Effective Date........................................................  20
17. Amendment of Agreement................................................  20
18. Indemnification.......................................................  21
19. Limitation of Liability...............................................  22
20. Term of Agreement.....................................................  22
21. Governing Law.........................................................  23
22. Cancellation Charges..................................................  23
23. Regulatory Approvals..................................................  23
24. Compliance............................................................  24
25. Force Majeure.........................................................  24
26. Escalation Procedures.................................................  25
27. Dispute Resolution....................................................  25
28. Nondisclosure.........................................................  26
29. Notices...............................................................  28
30. Assignment............................................................  29
31. Warranties............................................................  29
32. Default...............................................................  30
33. Remedies..............................................................  31
34. Waivers...............................................................  31
</TABLE>
<PAGE>

<TABLE>
<S>                                                                         <C>
35. No Third Party Beneficiaries..........................................  31
36. Physical Security.....................................................  31
37. Network Security......................................................  32
38. Revenue Protection....................................................  33
39. Law Enforcement Interface.............................................  33
40. Collocation...........................................................  34
41. Technical References - Collocation....................................  45
42. Number Portability....................................................  46
43. Dialing Parity........................................................  53
44. Directory Listings....................................................  54
45. [Left Intentionally Blank for Numbering Consistency]..................  57
46. U S WEST Dex Issues...................................................  57
47. Access to Poles, Ducts, Conduits, and Rights of Way...................  57
48. Bona Fide Request Process for Further Unbundling......................  62
49. Audit Process.........................................................  65
50. Miscellaneous Services................................................  66
51. Unused Transmission Media.............................................  83
52. Service Standards.....................................................  85
53. Entire Agreement......................................................  86
54. Reservation of Rights.................................................  86
</TABLE>

ATTACHMENTS

 Attachment 1            Rates and Charges
 Attachment 2            Resale
 Attachment 3            Unbundled Access/Elements
 Attachment 4            Interconnection
 Attachment 5            Business Process Requirements
 Attachment 6            Electronic Interfaces/1/
 Attachment 7            Implementation Schedule/2/

__________________________
/1/ AT&T/USWC Agreement Only
/2/ AT&T/USWC Agreement Only
<PAGE>

     This Interconnection Agreement (this "Agreement"), effective June 28, 1998
(the "Effective Date"), is entered into by and between AT&T Communications of
the Mountain States, Inc., a Colorado Corporation, and U S WEST Communications,
Inc., a Colorado corporation, to establish the rates, terms and conditions for
local interconnection, local resale, and the purchase of unbundled network
elements (individually referred to as the "service" or collectively as the
"services").

RECITALS

     WHEREAS, pursuant to this Agreement, AT&T and U S WEST will extend certain
arrangements to one another within each LATA in which they both operate within
Utah.  This Agreement is a combination of agreed terms and terms imposed by
arbitration under Section 252 of the Communications Act of 1934, as modified by
the Telecommunications Act of 1996, the rules and regulations of the Federal
Communications Commission, and the orders, rules and regulations of the Utah
Public Service Commission; and as such does not necessarily represent the
position of either Party on any given issue; and

     WHEREAS, the Parties wish to interconnect their local exchange networks in
a technically and economically efficient manner for the transmission and
termination of calls, so that subscribers of each can seamlessly receive calls
that originate on the other's network and place calls that terminate on the
other's network, and for AT&T's use in the provision of exchange access ("Local
Interconnection"); and

     WHEREAS, AT&T wishes to purchase Telecommunications Services for resale to
others, and U S WEST is willing to provide such services; and

     WHEREAS, AT&T wishes to purchase on an unbundled basis Network Elements,
Ancillary Services and Functions and additional features separately or in any
Combination, and to use such services for itself or for the provision of its
Telecommunications Services to others, and U S WEST is willing to provide such
services;

     Now, therefore, in consideration of the terms and conditions contained
herein, AT&T and U S WEST hereby mutually agree as follows:

SCOPE OF AGREEMENT

     A.  This Agreement specifies the rights and obligations of each Party with
respect to the purchase and sale of  Local Interconnection, Local Resale and
Network Elements in the LATA in Utah where U S WEST operates.

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

     C.  U S WEST will provide AT&T with at least the level of service quality
or performance of obligations under this Agreement as U S WEST provides itself
or any other Person with respect to all Telecommunications Services, Local
Interconnection, Services for Resale, and Network Elements as applicable and
shall provide such level of service quality or performance of service
obligations in accordance with the specific requirements agreed to in Attachment
5.

     D.  U S WEST shall provide to AT&T Services for Resale that are equal in
quality, subject to the same conditions (including the conditions in U S WEST's
effective tariffs which are not otherwise inconsistent with the terms and
conditions contained herein), within the same provisioning time intervals
<PAGE>

                                                                          Part A

that U S WEST 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.

     E.  Each Network Element provided by U S WEST to AT&T 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 U S
WEST provides to itself, U S WEST's own subscribers, to a U S WEST Affiliate or
to any other entity.

     F.  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.

     G.  If a Party makes a change in its network which it believes will
materially affect the interoperability of its network with that of the other
Party, the Party making the change shall provide advance notice of such change
to the other Party in accordance with applicable FCC or Commission regulations.

     H.  In accordance with Section 251(c)(5) of the Act and the rules and
regulations established by the FCC and the Commission, the Parties shall provide
reasonable notice of changes in the information necessary for the transmission
and routing of services using that local exchange carrier's facilities or
network, as well as of any other changes that would affect the interoperability
of those facilities and networks.

     I.  Except as otherwise provided for in Section 8 of Attachment 2, U S WEST
shall not discontinue or refuse to provide any service required hereunder
without AT&T's prior written agreement in accordance with Section 17 of this
Part A, nor shall U S WEST reconfigure, reengineer or otherwise redeploy its
network in a manner which would materially impair AT&T's ability to offer
Telecommunications Services in the manner contemplated by this Agreement, the
Act or the FCC's rules and regulations.  U S WEST agrees that all obligations
undertaken pursuant to this Agreement, including, without limitation,
performance standards, intervals, and technical requirements are material
obligations hereof and that time is of the essence.

DEFINITIONS

     Certain terms used in this Agreement shall have the meanings set forth
herein or as otherwise elsewhere defined throughout this Agreement. Other terms
used but not defined herein will have the meanings ascribed to them in the Act
and the FCC's rules and regulations.

"911 Service" means a universal telephone number which gives the public direct
access to the Public Safety Answering Point (PSAP).  Basic 911 service collects
911 calls from one or more local exchange switches that serve a geographic area.
The calls are then sent to the correct authority designated to receive such
calls.

"911 Site Administrator" is a person assigned by AT&T to establish and maintain
911 service location information for its subscribers.

"Access Services" refers to interstate and intrastate switched access and
private line transport services.
<PAGE>

                                                                          Part A

"Act" means the Communications Act of 1934 (47 U.S.C. Section 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 by the
Commission.

"ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission technology
which transmits an asymmetrical digital signal using one of several transmission
methods (for example, carrier-less AM/PM discrete multi-tone, or discrete
wavelet multi-tone).

"Affiliate" is an entity, as defined in the Act, that directly or indirectly
owns or controls, is owned or controlled by, or is under common ownership or
control with, another entity.  For the purposes of this Agreement, "own" or
"control" means to own an equity interest (or equivalent) of at least ten
percent (10%), or the right to control the business decisions, management and
policy of another entity performing any of the obligations set forth in this
Agreement.

"AIN" ("Advanced Intelligent Network") is a network functionality that permits
specific conditions to be programmed into a switch which, when met, directs the
switch to suspend call processing and to receive special instructions for
further call handling instructions in order to enable carriers to offer advanced
features and services.

"AIN Services" means architecture and configuration of the AIN Triggers within
the SCP as developed and/or offered by U S WEST to its customers.

"ALI" (Automatic Location Identification) is a database developed for E911
systems that provides for a visual display of the caller's telephone number and
address, and the names of the emergency response agencies responsible for that
address.  The ALI also shows an Interim Number Portability (INP) number, if
applicable.

"ALI/DMS" (Automatic Location Identification/Data Management System) means the
emergency service (E911/911) database containing subscriber location information
(including name, address, telephone number, and sometimes special information
from the local service provider) used to determine to which Public Safety
Answering Point (PSAP) to route the call.

"AMA" means the Automated Message Accounting structure that initially records
telecommunication message information.  AMA format is contained in the Automated
Message Accounting document, published by Bellcore as GR-1100-CORE, which
defines the industry standard for message recording.

"Ancillary Services" or "Ancillary Functions" means, collectively, the
following:  (I) Collocation as described in Section 40; (2) access to poles,
ducts, conduits and rights of way as described in Section 47; (3) unused
transmission media as described in Section 51; (4) Directory Listings as
described in Section 44; (5) E911 as described in Section 50.1; (6) Directory
Assistance Service as described in Section 50.2; (7) Operator Services as
described in Section 50.3; (8) Directory Assistance and listings services
requests as described in Section 50.4; and (9) Directory Assistance data as
described in Section 50.5.

"ANI" (Automatic Number Identification) is a feature that identifies and
displays the number of a telephone that originates a call.

"ARS" (Automatic Route Selection) is a service feature that provides for
automatic selection of the least expensive or most appropriate transmission
facility for each call based on criteria programmed into the system.
<PAGE>

                                                                          Part A

"ASR" (Access Service Request) means the industry standard forms and supporting
documentation used for ordering Access Services.  The ASR may be used to order
trunking and facilities between AT&T and U S WEST for Local Interconnection.

"AT&T" means AT&T and any Affiliates, subsidiary companies or other entities
performing any of the obligations of AT&T set forth in this Agreement.   For
                                                                         ---
purposes of Section 47 of this Part A of this Agreement, the obligations of AT&T
--------------------------------------------------------------------------------
shall be limited to those facilities of AT&T Communications of the Mountain
---------------------------------------------------------------------------
States, Inc. that are used for the purpose of providing local services under the
--------------------------------------------------------------------------------
terms of this Agreement./3/
-----------------------

"BLV/BLI" (Busy Line Verify/Busy Line Interrupt) means an operator call in which
the end user inquires as to the busy status of, or requests an interruption of,
a  telephone call.

"Business Day" means any day Monday through Friday except for mutually agreed to
holidays.

"CABS" means the Carrier Access Billing System which is defined in a document
prepared by the Billing Committee of the OBF.  The Carrier Access Billing System
document is published by Bellcore in Volumes 1, 1A, 2, 3, 3A, 4 and 5 as Special
Reports SR-OPT-001868, SR-OPT-0011869, SR-OPT-001871, SR-OPT-001872, SR-OPT-
001873, SR-OPT-001874, and SR-OPT-001875, respectively, and contains the
recommended guidelines for the billing of access and other connectivity
services.

"Calling Party Number" or "CPN" is a CCS parameter which refers to the number
transmitted through a network identifying the calling party.

"CCS" (Common Channel Signaling) means a method of digitally transmitting call
set-up and network control data over a digital signaling network fully separate
from the public switched telephone network that carries the actual call.

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

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

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

     c)  Combination End Office/Tandem Office Switches.

"Centrex", including Centrex Plus, means a Telecommunications Service that uses
central office switching equipment for call routing to handle direct dialing of
calls and to provide numerous private branch exchange-like features.

"Charge Number" is a CCS parameter which refers to the number transmitted
through the network identifying the billing number of the calling party.

_________________________

/3/The underlined text in the definition of AT&T is included only because U S
WEST prevailed on the issue of reciprocal access to poles, ducts, conduits and
ROW in Section 47.1.
<PAGE>

                                                                          Part A

"CLASS" (Bellcore Service Mark) is a set of call-management service features
that utilize the capability to forward a calling party's number between end
offices as part of call setup.  Features include Automatic Callback, Automatic
Recall, Caller ID, Call Trace, and Distinctive Ringing.

"CLEC" means a Competitive Local Exchange Carrier.

"Combinations" means provision by U S WEST of two or more connected Network
Elements ordered by AT&T  to provide its Telecommunication Services in a
geographic area or to a specific subscriber and that are placed on the same or
related order by AT&T, subject to restrictions, if any, imposed by the
Commission.

"Commission" means the Utah Public Service Commission.

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

"Conduit" means a tube or protected pathway that may be used to house
communication or electrical cables.  Conduit may be underground or above ground
(for example, inside buildings) and may contain one or more innerducts.

"Confidential Information" has the meaning set forth in Section 28 of Part A of
this Agreement.

"Contract Year" means a twelve (12) month period during the term of this
Agreement commencing on the Effective Date and each anniversary thereof.

"Control Office" is an exchange carrier center or office designated as its
company's single point of contact for the provisioning and maintenance of its
portion of local interconnection arrangements.

"Custom Calling Features" is a set of call-management service features available
to residential and  business subscribers including call-waiting, call-forwarding
and three-party calling.

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

"DBMS" (Database Management System) is a computer system used to store, sort,
manipulate and update the data required to provide, for example, selective
routing and ALI.

"Databases" are the Network Elements that provide the functionality for storage
of, access to, and manipulation of information required to offer a particular
service and/or capability.  Databases include, but are not limited to: Number
Portability, LIDB, Toll Free Number Database, Automatic Location
Identification/Data Management System, and AIN.

"Digital Signal Level" means one of several transmission rates in the time
division multiplexing hierarchy, including, but not limited to:

     "Digital Signal Level 0" or "DS-0" means the 56 or 64 Kbps zero-level
     signal in the time-division multiplex hierarchy.
<PAGE>

                                                                          Part A

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

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

"Directory Assistance Database" refers to any set of subscriber records used by
U S WEST in its provision of live or automated operator-assisted Directory
Assistance including, but not limited to, 411, 555-1212, NPA-555-1212.

"Directory Assistance Service" provides listings to callers.  Directory
Assistance Services may include the option to complete the call at the caller's
direction.

"Directory Listings" or "Listings" refers to subscriber information, including,
but not limited to, name, address and phone numbers, in Directory Assistance
Services or directory products.

"Discloser" means that Party to this Agreement which has disclosed Confidential
Information to the other Party.

"E911" (Enhanced 911 Service) means a telephone communication service which will
automatically route a call dialed "911" to a designated Public Safety Answering
Point (PSAP) attendant and will provide to the attendant the calling party's
telephone number and, when possible, the address from which the call is being
placed, and the emergency response agencies responsible for the location from
which the call was dialed.

"E911 Message Trunk" is a dedicated line, trunk or channel between two central
offices or switching devices which provides a voice and signaling path for E911
calls.

"Extended Area Service" ("EAS") is intraLATA traffic treated as  "local" traffic
between exchanges (rather than as "toll" traffic) as established by the
Commission and as reflected in the effective U S WEST tariffs.

"Effective Date" is the date, indicated in the Preamble, on which this Agreement
shall become effective.

"Emergency Response Agency" is a governmental entity authorized to respond to
requests from the public to meet emergencies.

"EMR" means the Exchange Message Record System used among LECs for exchanging
telecommunications message information for billable, non-billable, sample,
settlement and study data.  EMR format is contained in BR-010-200-010 CRIS
Exchange Message Record, published by Bellcore, which defines the industry
standard for exchange message records.



"ESN" (Emergency Service Number) is a number assigned to the ALI and selective
routing databases for all subscriber telephone numbers.  The ESN designates a
unique combination of fire, police and emergency medical service response
agencies that serve the address location of each in-service telephone number.

"FCC" means the Federal Communications Commission.
<PAGE>

                                                                          Part A

"FCC Interconnection Order" is the Federal Communications Commission's First
Report and Order in CC Docket No. 96-98 released August 8, 1996, as effective.

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

"Gateway" (ALI Gateway) is a telephone company computer facility that interfaces
with AT&T 's 911 administrative site to receive Automatic Location
Identification (ALI) data from AT&T.  Access to the Gateway will be via a dial-
up modem using a common protocol.

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

"ILEC" means the incumbent local exchange carrier.

"Information Service Traffic" means traffic which originates on a local access
line and which is addressed to an information service provider.

"INP" (Interim Number Portability) is a service arrangement whereby subscribers
who change local service providers may retain existing telephone numbers with
minimal impairment of quality, reliability, or convenience when remaining at
their current location or changing their location within the geographic area
served by the initial carrier's serving central office.

"Integrated Digital Loop Carrier" ("IDLC") means a digital subscriber loop
carrier system which interfaces with the switch digitally at a DS-1 (1.544Mbps)
or higher level.

"Integrated Services Digital Network" or "ISDN" means a switched network service
that provides end-to-end digital connectivity for the simultaneous transmission
of voice and data.  Basic Rate Interface-ISDN (BRI-ISDN) provides for a digital
transmission of two 64 Kbps bearer channels and one 16 Kbps data channel (2B+D).
Primary Rate Interface-ISDN (PRI-ISDN) provides for a digital transmission of
twenty-three (23) 64 Kbps bearer channels and one 64 Kbps data channel (23B+D).

"Interconnection" is as described in the Act and refers to the connection of
separate pieces of equipment, facilities, or platforms between or within
networks for the purpose of transmission and routing of telephone exchange
service traffic and exchange access traffic.

"IXC" (Interexchange Carrier) means a provider of interexchange
Telecommunications Services.

"LATA" means Local Access Transport Area.

"LEC" means local exchange carrier.

"LIDB" (Line Information Data Base(s)) is an SCP database that provides for such
functions as calling card validation for telephone line number cards issued by
LECs and other entities and validation for collect and billed-to-third services.

"Local Interconnection" shall have the meaning set forth in the Recitals to this
Agreement.
<PAGE>

                                                                          Part A

"Local Resale" or "Services for Resale" or "Resale Services" means,
collectively, Telecommunications Services and service functions provided by U S
WEST to AT&T pursuant to Attachment 2 of this Agreement.

"Local Traffic" is intraLATA traffic within an exchange that is treated as toll
free traffic as established by the Commission and as reflected in the effective
tariffs of U S WEST.

"Loop" is a transmission facility between a distribution frame, or its
equivalent, in a U S WEST central office or wire center, and the Network
Interface Device (as defined herein) or network interface at a subscriber's
premises, to which AT&T is granted exclusive use.  This includes, but is not
limited to, two-wire and four-wire analog voice-grade loops, and two-wire and
four-wire loops that are conditioned to transmit the digital signals needed to
provide ISDN, ADSL, HDSL, and DS-1 level signals.  A Loop may be composed of the
following components:

               Loop Concentrator/Multiplexer
               Loop Feeder
               Network Interface Device (NID)
               Distribution

"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 or transmission facility.

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

"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, which functions under the auspices of the Carrier
Liaison Committee (CLC) of the Alliance for Telecommunications Industry
Solutions (ATIS).  The MECOD document, published by Bellcore as Special Report
SR STS-002643, establishes recommended guidelines for processing orders for
access service which is to be provided by two or more LECs (including a LEC and
a CLEC).  It is published by Bellcore as SRBDS 00983.

"Meet-Point Billing" or "MPB" refers to an arrangement whereby two LECs
(including a LEC and AT&T) jointly provide Switched Access Service to an
Interexchange Carrier, with each LEC (or AT&T) receiving an appropriate share of
the access element revenues.

"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.

"MSAG" (Master Street Address Guide) is a database defining the geographic area
of an E911 service.  It includes an alphabetical list of the street names, high-
low house number ranges, community names, and emergency service numbers provided
by the counties or their agents to U S WEST.
<PAGE>

                                                                          Part A

"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.

"NENA" (National Emergency Number Association) is an association with a mission
to foster the technological advancement, availability and implementation of 911
nationwide.

"Network Element" means a facility or equipment used in the provision of a
Telecommunications Service including all features, functions and capabilities
embedded in such facility or equipment./4/

"NP" (Number Portability) means the use of the Location Routing Number (LRN)
database solution to provide fully transparent NP for all subscribers and all
providers without limitation.

"NPA" (Numbering Plan Area) (sometimes referred to as an area code) is the three
digit indicator which is designated by the first three digits of each 10-digit
telephone number within the NANP.  Each NPA contains 792 possible NXX Codes.
There are two general categories of NPA, "geographic NPAs" and "Non-Geographic
NPAs."  A "Geographic NPA" is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided within
that geographic area.  A "Non-Geographic NPA," also known as a "Service Access
Code (SAC Code)" is typically associated with a specialized Telecommunications
Service which may be provided across multiple geographic NPA areas; 500, 800,
900, 700, and 888 are examples of Non-Geographic NPAs.

"NXX" means the fourth, fifth and sixth digits of a ten-digit telephone number
within the North American Numbering Plan.

"OBF" means the Ordering and Billing Forum, which functions under the auspices
of the Carrier Liaison Committee (CLC) of the Alliance for Telecommunications
Industry Solutions (ATIS).

"Operator Services" includes, but is not limited to, (1) operator handling for
call completion (e.g., collect calls); (2) operator or automated assistance for
billing after the subscriber has dialed the called number (e.g., credit card
calls); and (3) special services (e.g., BLV/BLI, emergency agency call).

"Operator Systems" is the Network Element that provides operator and automated
call handling with billing, special services, subscriber telephone listings, and
optional call completion services.

"P.01 Transmission Grade of Service (GOS)" means a trunk facility provisioning
standard with the statistical probability of no more than one call in 100
blocked on initial attempt during the average busy hour.

"PLU" (Percent Local Usage) is a calculation which represents the ratio of the
local minutes to the sum of local and intraLATA toll minutes between exchange
carriers sent over Local Interconnection trunks.  Directory assistance, BLV/BLI,
900, 976, transiting calls from other exchange carriers and switched access
calls are not included in the calculation of PLU.

"Party" means either U S WEST or AT&T and "Parties" means U S WEST and  AT&T.

_______________________

/4/ AT&T Order at pg. 1, "Local Switch - Vertical Features"
<PAGE>

                                                                          Part A

"Person" means, collectively, an Affiliate, subsidiary, Customer, end user and
subscriber of U S WEST.

"Point of Interconnection" or "POI" means the physical point that establishes
the technical interface, the test point, where applicable, and the operational
responsibility hand-off between AT&T and U S WEST for the local interconnection
of their networks for the mutual exchange of traffic.

"Point of Interface" is the physical point where AT&T hands off transmission
media to the U S WEST provided entrance facility associated with a Collocation
arrangement for the purpose of connecting the entrance facility to some point
located within U S WEST's premises.

"Pole Attachment" means the connection of a facility to a utility pole.  Some
examples of facilities are mechanical hardware, grounding and transmission
cable, and equipment boxes.

"POP" means an IXC's point of presence.

"Port" means a termination on a Central Office Switch that permits Customers to
send or receive Telecommunications Services over the public switched network,
including switch features or switching functionality./5/

"Premises" refers to U S WEST's central offices and serving wire centers, as
well as all buildings or similar structures owned or leased by U S WEST that
house its network facilities, and all structures that house U S WEST facilities
on public rights-of-way, including, but not limited to, vaults containing loop
concentrators or similar structures./6/

"Premium Listing", such as additional, foreign, cross reference, informational,
non-listed, privacy, etc. are as described in the U S WEST general exchange
listing tariff.

"Primary Listing" (for example, main list, additional main, joint user, client
main list or answering service list) shall mean the one appearance of an end
user telephone subscriber's main telephone number and other content such as name
and address, which each AT&T residence or business subscriber is entitled to
receive in the white pages directory published by U S WEST Dex at no charge from
U S WEST Communications.  Where U S WEST business end users are entitled to
receive a courtesy listing in the yellow pages section of any directory
published on U S WEST's behalf, AT&T's business customers will receive the same
entitlement.

"Proprietary Information" shall have the same meaning as Confidential
Information.

"PSAP" (Public Safety Answering Point) is the public safety communications
center where 911 calls placed by the public for a specific geographic area will
be answered.

"Rate Center" means the geographic point and corresponding geographic area which
are associated with one or more particular NPA-NXX codes which have been
assigned to U S WEST or AT&T 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 U S WEST or AT&T
will provide basic exchange Telecommunications Services bearing the particular
NPA-NXX designations associated with the specific Rate Center.  The Rate Center
Point must be located within the Rate Center Area.

____________________________

/5/ AT&T Order at p. 1, "Local Switch - Vertical Features"
/6/ MCI Order at p.10, Issue 31
<PAGE>

                                                                          Part A

basic exchange Telecommunications Services bearing the particular
NPA-NXX designations associated with the specific Rate Center.  The Rate Center
Point must be located within the Rate Center Area.

"Rating Point" means the point at which transport mileage is calculated for the
termination of calls.  Each Party shall establish its own Rating Point(s) for
its own services.

"Real Time" means the actual time in which an event takes place, with the
reporting on or the recording of the event simultaneous with its occurrence.

"Recipient" means that Party to this Agreement (1) to which Confidential
Information has been disclosed by the other Party, or (2) who has obtained
Confidential Information in the course of providing services under this
Agreement.

"Reseller" is a category of Telecommunications Services providers who obtain
Telecommunications Services from another provider through the purchase of
wholesale priced services for resale to their end user subscribers.

"Routing Point" means a location which U S WEST or AT&T has designated on its
own network as the homing (routing) point for traffic inbound to basic exchange
Telecommunications Services provided by U S WEST or AT&T which bear a certain
NPA-NXX designation.  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 by any alphanumeric A-Z or 0-9.
The Routing Point need not be the same as the Rate Center Point, nor must it be
located within the Rate Center Area, but must be in the same LATA as the NPA-NXX

"ROW" (Right of Way) means the right to use the land or other property owned,
leased, or controlled by another party to place poles, conduits, cables, other
structures and equipment, or to provide passage to access such structures and
equipment.  A ROW may run under, on, or above public or private property
(including air space above public or private property) and may include the right
to use discrete space in buildings, building complexes or other locations.

"SAG" (Street Address Guide) is a database containing an alphabetical list of
street names, high-low house number ranges, descriptive addresses, community
names, tax codes, subscriber names, telephone numbers, NXXs, central office
names, CLLI and other information maintained by U S WEST.

"SECAB" means the Small Exchange Carrier Access Billing document prepared by the
Billing Committee of the OBF.  The Small Exchange Carrier Access Billing
document, published by Bellcore as Special Report SR OPT-001856, contains the
recommended guidelines for the billing of access and other connectivity
services.

"Selective Routing" is a service which automatically routes an E911 call to the
PSAP that has jurisdictional responsibility for the service address of the
telephone from which 911 is dialed, irrespective of telephone company exchange
or wire center boundaries.

"Service Control Point" or "SCP" is a specific type of Database Network Element
functionality deployed in a Signaling System 7 (SS7) network that executes
service application logic in response to SS7 queries sent to it by a switching
system also connected to the SS7 network.  SCPs also provide operational
interfaces to allow for provisioning, administration and maintenance of
subscriber data and service
<PAGE>

                                                                          Part A

application data (e.g., a toll free database stores subscriber record data that
provides information necessary to route toll free calls.

"Signaling Transfer Point" or "STP" provide functionality that enable the
exchange of SS7 messages among and between switching elements, database elements
and Signaling Transfer Points.

"Switch"  -- See Central Office Switch.

"Switched Access", "Switched Access Service", "Switched Exchange Access Service"
or "Switched Access Traffic" are as defined in the Parties' applicable tariffs.

"Tandem Office Switches" are Class 4 switches which are used to connect and
switch trunk circuits between and among End Office Switches and other tandems.

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

"Technically Feasible" refers solely to technical or operational concerns,
rather than economic, space, or site considerations, in accordance with the
rules and regulations of the FCC and  the Commission.

"Telecommunications" means the transmission, between or among points specified
by the user, of information of the user's choosing, without change in the form
or content of the information as sent and received.

"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 FCC shall
determine whether the provision of fixed and mobile satellite service shall be
treated as common carriage.

"Telecommunications Services" means the offering of Telecommunications for a fee
directly to the public, or to such classes of users as to be effectively
available directly to the public, regardless of the facilities used.

"Toll Traffic" is traffic that originates in one Rate Center and terminates in
another Rate Center with the exception of traffic that is rated as EAS.

"Transit Service" provides the ability for a Telecommunications Carrier to use
its connection to a local or access tandem for delivery of calls that originate
with a Telecommunications Carrier and terminate to a company other than the
tandem company, such as another Competitive Local Exchange Carrier, an existing
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.

"Transit Traffic" is any traffic, other than Switched Access Traffic, that
originates from one Telecommunications Carrier's network, transits another
Telecommunications Carrier's network, and terminates to yet another
Telecommunications Carrier's network.

"TRCO" means Trouble Reporting Control Office.
<PAGE>

                                                                          Part A

"U S WEST" means U S WEST Communications, Inc. and any Affiliates, subsidiary
companies or other entities performing any of the obligations of U S WEST set
forth in this Agreement.

"Voluntary Federal Subscriber Financial Assistance Programs" are
Telecommunications Services provided to low-income subscribers, pursuant to
requirements established by the appropriate federal or state regulatory body.

"Wire Center" denotes, for the purposes of Collocation, a building or space
within a building, that serves as an aggregation point on a given carrier's
network, where transmission facilities and circuits are connected or switched.
Wire Center can also denote a building where one or more central offices, used
for the provision of Telecommunications Services and Access Services, are
located. Wire Center shall mean those points eligible for such connections as
specified in the FCC Docket No. 91-141, and rules adopted pursuant thereto.


TERMS AND CONDITIONS
<PAGE>

                                                                          Part A

1.  General Provisions


          1.1  Each Party is individually responsible to provide facilities
          within its network which are necessary for routing, transporting,
          measuring, and billing traffic from the other Party's network and for
          delivering such traffic to the other Party's network in the standard
          format compatible with AT&T's network and to terminate the traffic it
          receives in that standard format or the proper address on its network.
          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.

          1.2  Neither Party shall impair the quality of service to other
          carriers or to either Party's Customers, and each Party may
          discontinue or refuse service if the other Party violates this
          provision. Upon such violation, either Party shall provide the other
          Party notice of such violation, at the earliest practicable time.

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

          1.3.1  The Parties recognize that equipment vendors may manufacture
                 telecommunications equipment that does not fully incorporate
                 and may deviate from industry standards referenced in this
                 Agreement. Due to the manner in which individual equipment
                 manufacturers have chosen to implement industry standards into
                 the design of their products, along with differing vintages of
                 individual facility components and the presence of embedded
                 technologies pre-dating current technical standards, some of
                 the individual facility components deployed within U S WEST's
                 network, including, without limitation, Network Elements and
                 associated business processes and the standards associated with
                 the equipment providing such Network Elements (collectively,
                 "Network Components"), may not adhere to all the specifications
                 set forth and described in the Bellcore, ANSI, ITU and other
                 technical and performance standards outlined in this Agreement.
                 Within forty-five (45) days after a request by AT&T, the
                 Parties will develop processes by which U S WEST will inform
                 AT&T of deviations or planned deviations, and the
                 implementation date of such planned deviations, from standards
                 referenced in this Agreement for Network Components that may be
                 ordered by AT&T. In addition, the Parties agree that those
                 deviations from such standards documented by U S WEST to AT&T
                 shall, to the extent permitted by FCC and Commission rules and
                 regulations, supersede sections of this Agreement referencing
                 technical standards otherwise applicable for the affected
                 Network Elements./9/

                    1.3.2  U S WEST agrees that in no event shall it
                 intentionally allow any Network Component provided by U S WEST
                 to AT&T under this Agreement to perform below the standards or
                 deviations therefrom reflected in Section 1.3.1, except where
                 requested by AT&T. U S WEST
_________________________

/9/ AT&T Order at pg. 8, Technical Standards
<PAGE>

                                                                          Part A

                    shall minimize any degradation to its equipment relative to
                    currently applicable service, where reasonable in view of
                    industry adopted performance standards and technological
                    developments. Written notice (the "Change Notice") of any
                    planned changes in standards for any Network Component which
                    could impact that Network Component will be provided at
                    least ninety (90) days (or at the make/buy point) prior to
                    the planned implementation. If AT&T notifies U S WEST of how
                    the proposed change may adversely impact AT&T or its
                    Customers within fourteen (14) calendar days after receipt
                    of U S WEST's Change Notice, U S WEST and AT&T will schedule
                    joint discussions to address and attempt to resolve the
                    matter, including, without limitation, consideration of
                    proposed alternatives. In addition, if U S WEST learns that
                    any Network Component purchased by AT&T under this Agreement
                    has been permitted (even if not intentionally) to fall
                    materially below the level or specification in effect as of
                    the Effective Date of this Agreement, U S WEST shall inform
                    AT&T immediately./10/

          1.3.3     The Parties recognize that providing a number of the
                    services specified in this Agreement depends upon the
                    "technical feasibility" of providing that service, as that
                    term is defined under the Act and/or by FCC or Commission
                    rules and decisions. If the Parties cannot agree on whether
                    providing a service is technically feasible, the matter,
                    including cost and expenses (if any), shall be resolved
                    through good faith negotiation or the dispute resolution
                    process outlined in this Agreement.

2.   Most Favored Nation Terms and Treatment


          2.1       Until such time as there is a final court determination
          interpreting Section 252(i) of the Act, U S WEST shall make available
          to AT&T the terms and conditions of any other agreement for
          interconnection, unbundled network elements and resale services
          approved by the Commission under Section 252 of the Act, in that
          agreements entirety. After there is a final court determination
          interpreting Section 252(i) of the Act, the Parties agree to revise
          this Section 2.1 to reflect such interpretation.

3.   Payment


          3.1       In consideration of the services provided by U S WEST under
          this Agreement, AT&T shall pay the charges set forth in Attachment 1
          to this Agreement. The billing procedures for charges incurred by AT&T
          hereunder are set forth in Attachment 5 to this Agreement.

     3.2  Amounts payable under this Agreement, unless reasonably disputed, are
          due and payable within thirty (30) days after the date of U S WEST's
          invoice or within twenty (20) days after receipt of the invoice,
          whichever is later.  If the payment due date is not a Business Day,
          the payment shall be made the next Business Day.

___________________
/10/ AT&T Order at pg. 8, Technical Standards
<PAGE>

                                                                          Part A

          3.3  A late payment charge of 1.5% applies to all billed balances, not
          reasonably disputed, which are not paid within the applicable time
          period set forth in Section 3.2 above.  To the extent AT&T pays the
          billed balance on time, but the amount of the billed balance is
          reasonably disputed by AT&T, and, it is later determined that a refund
          is due AT&T, interest shall be payable on the refunded amount in the
          amount of 1.5% per month.  To the extent AT&T pays the billed balance
          on time, but the amount of the billed balance is reasonably disputed
          by AT&T, and, it is later determined that no refund is due AT&T, no
          interest shall be payable on the disputed amount.

          3.4  Late payment charges shall not be used as a "credit" to a
          deposit, if any, without the express approval of U S WEST.

          3.5  Unless specified otherwise in this Agreement, U S WEST shall bill
          all amounts due from AT&T for each resold service in accordance with
          the terms and conditions as specified in the U S WEST tariff.

4.   Taxes


          4.1  Any federal, state or local excise, sales, or use taxes
          (excluding any taxes levied on income) resulting from the performance
          of this Agreement shall be borne by the Party upon which the
          obligation for payment is imposed under applicable law, even if the
          obligation to collect and remit such taxes is placed upon the other
          Party. Any such taxes shall be shown as separate items on applicable
          billing documents between the Parties. The Party so obligated to pay
          any such taxes may contest the same in good faith, at its own expense,
          and shall be entitled to the benefit of any refund or recovery,
          provided that such Party shall not permit any lien to exist on any
          asset of the other Party by reason of the contest. The Party obligated
          to collect and remit taxes shall cooperate fully in any such contest
          by the other Party by providing records, testimony and such additional
          information or assistance as may reasonably be necessary to pursue the
          contest. 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 during the applicable reporting period.

5.   Intellectual Property


     5.1 Obligations of Party Requesting Access. As a condition to the access or
         use of patents, copyright, 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 ("Third Party Intellectual Property"), 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 of Third Party
         Intellectual Property, make all payment, if any, in connection with
         obtaining such license, and provide evidence of such license.
<PAGE>

                                                                          Part A

     5.2 Obligations of Party Providing Access. The Party providing access shall
         provide a list of all known and necessary Third Party Intellectual
         Property applicable to the other Party, and, take all necessary and
         appropriate steps to facilitate the negotiation of any mandatory
         licenses. The treatment of third party licenses shall be in accordance
         with FCC rules and regulations and/or judicial determinations.

     5.3 Any intellectual property jointly developed in the course of performing
         this Agreement shall belong to both Parties who shall have the right to
         grant non-exclusive licenses to third parties except as otherwise
         designated in writing by one Party to another. Any intellectual
         property which originates from or is developed by a Party shall remain
         in the exclusive ownership of that Party. Except for a limited license
         to use patents or copyrights to the extent necessary for the Parties to
         use any facilities or equipment (including software) or to receive any
         service solely as provided under this Agreement, no license in patent,
         copyright, trademark or trade secret, or other proprietary or
         intellectual property presently or hereafter owned, controlled or
         licensable by a Party, is granted to the other Party or shall be
         implied or arise by estoppel.

6.   Severability

          6.1  In the event that any one or more of the provisions contained
          herein shall for any reason be held to be unenforceable or invalid in
          any respect under law or regulation, the Parties will negotiate in
          good faith for replacement language. If any part of this Agreement is
          held to be invalid or unenforceable for any reason, such invalidity or
          unenforceability will affect only the portion of this Agreement which
          is invalid or unenforceable. In all other respects this Agreement will
          stand as if such invalid or unenforceable provision had not been a
          part hereof, and the remainder of this Agreement shall remain in full
          force and effect.

7.   Responsibility for Environmental Contamination


          7.1  AT&T shall in no event be liable to U S WEST for any costs
          whatsoever resulting from the presence or release of any environmental
          hazard AT&T did not introduce to the affected work location. U S WEST
          shall, at AT&T's request, indemnify, defend, and hold harmless AT&T,
          and each of its officers, directors and employees from and against any
          losses, damages, claims, demands, suits, liabilities, fines, penalties
          and expenses (including reasonable attorneys' fees) arising out of or
          resulting from (a) any environmental hazard U S WEST, its contractors
          or agents introduce to the work location, or (b) the presence or
          release of any environmental hazard for which U S WEST is responsible
          under applicable law.

          7.2  U S WEST shall in no event be liable to AT&T for any costs
          whatsoever resulting from the presence or release of any environmental
          hazard U S WEST did not introduce to
<PAGE>

                                                                          Part A

          the affected work location. AT&T shall, at U S WEST's request,
          indemnify, defend, and hold harmless U S WEST, and each of its
          officers, directors and employees from and against any losses,
          damages, claims, demands, suits, liabilities, fines, penalties and
          expenses (including reasonable attorneys' fees) arising out of or
          resulting from (a) any environmental hazard AT&T, its contractors or
          agents introduce to the work location, or (b) the presence of release
          of any environmental hazard for which AT&T is responsible under
          applicable law.

          7.3  In the event any suspect materials within U S WEST-owned,
          operated or leased facilities are identified to be asbestos-
          containing, AT&T will ensure that, to the extent any activities which
          it undertakes in the facility disturb such suspect materials, such
          AT&T activities will be in accordance with applicable local, state and
          federal environmental and health and safety statutes and regulations.
          Except for abatement activities undertaken by AT&T or equipment
          placement activities that result in the generation of asbestos
          containing material, AT&T shall not have any responsibility for
          managing, nor be the owner of, not have any liability for, or in
          connection with, any asbestos containing material. U S WEST agrees to
          immediately notify AT&T if U S WEST undertakes any asbestos control or
          asbestos abatement activities that potentially could affect AT&T
          equipment or operations, including, but not limited to, contamination
          of equipment.

          7.4  Each Party will be solely responsible, at its own expense, for
          proper handling, storing, transport and disposal of all (a) substances
          or materials that it or its contractors or agents bring to, create or
          assume control over at work locations, or (b) waste resulting
          therefrom or otherwise generated in connection with its or its
          contractors' or agents' activities at the work locations.

8.   Branding/11/,/12/

     8.1  U S WEST will offer AT&T unbranded Directory Assistance and Operator
          Services.

     8.2  U S WEST will not be required to rebrand uniforms and vehicles.


     8.3  At AT&T's request, U S WEST shall be obligated to provide branding and
          unbranding of services provided to AT&T Customers pursuant to this
          Agreement in a nondiscriminatory manner consistent with the branding
          of such services to U S WEST Customers.

     8.4  If AT&T requests that a service provided under this Agreement be
          branded as an AT&T service and U S WEST informs AT&T that such
          branding is not available or if it is not practical to so brand the
          service, then U S WEST will offer AT&T the service on an unbranded
          basis at AT&T's request.  If AT&T requests unbranding of a service
          under such circumstances, U S WEST must unbrand their own service.

     8.5  Without limitation of the provisions of Section 8.1 and 8.2, if U S
          WEST is offering a service on an unbranded basis, U S WEST may brand
          such service with the U S

________________________

/11/ MCI Order at pg. 5, Issue 23
/12/ Sections 8.3-8.5 pursuant to Final Arbitration Order at pg. 4, Issue A-1
<PAGE>

                                                                          Part A

          WEST brand only if U S WEST also offers to brand the service with the
          AT&T brand.

     8.6  U S WEST shall provide, for AT&T's review, the methods and procedures,
          training and approaches to be used by U S WEST to assure that U S WEST
          meets AT&T's branding requirements.

          8.7  This Section 8 shall confer on U S WEST no rights to the service
          marks, trademarks and trade names owned by or used in connection with
          services by AT&T or its Affiliates, except as expressly permitted by
          AT&T.

     8.8  At the request of AT&T, and where technically feasible, U S WEST will
          rebrand Operator Services and Directory Assistance in AT&T's name.

9.   Independent Contractor Status


          9.1  Nothing contained herein shall constitute the Parties as joint
          venturers, partners, employees or agents of one another, and neither
          Party shall have the right or power to bind or obligate the other.

          9.2  Each Party is an independent contractor, and has and hereby
          retains the right to exercise full control of and supervision over its
          own performance or 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 other payroll taxes with
          respect to their respective employees, as well as any taxes,
          contributions or other obligations imposed by applicable state
          unemployment or workers' compensation acts and all other regulations
          governing such matters. Each Party has sole authority and
          responsibility to hire, fire and otherwise control its employees.

          9.3  Subject to the limitations on liability and except as otherwise
          provided in this Agreement, each Party shall be responsible for (a)
          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 (b) the acts of its own Affiliates, employees, agents
          and contractors during the performance of that Party's obligations
          hereunder. Except for provisions herein expressly authorizing one
          Party to act for the other, 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, neither Party shall undertake 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.

10.  Referenced Documents


          10.1  All references to Sections, Exhibits, and Schedules shall be
          deemed to be references to Sections of, and Exhibits and Schedules to,
          this Agreement unless the
<PAGE>

                                                                          Part A

          context shall otherwise require. Whenever any provision of this
          Agreement refers to a technical reference, technical publication, AT&T
          practice, U S WEST practice, any publication of telecommunications
          industry administrative or technical standards, or any other document
          specifically incorporated into this Agreement, it will be deemed to be
          a reference to the most recent version or edition (including any
          amendments, supplements, addenda, or successors) or such document that
          is in effect, and will include the most recent version or edition
          (including any amendments, supplements, addenda, or successors) of
          each document incorporated by reference in such a technical reference,
          technical publication, AT&T practice, U S WEST practice, or
          publication of industry standards, unless AT&T elects otherwise.

11.  Publicity and Advertising


          11.1  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.

12.  Executed in Counterparts


          12.1  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.

13.  Headings Not Controlling


          13.1  The headings and numbering of Sections, Parts, Appendices and
          Attachments in this Agreement are for convenience only and shall not
          be construed to define or limit any of the terms herein or affect the
          meaning or interpretation of this Agreement.

14.  Joint Work Product


          14.1  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.

15.  Survival


          15.1  Any liabilities or obligations of a Party for acts or omissions
          prior to the cancellation or termination of this Agreement; any
          obligation of a Party under the provisions regarding indemnification,
          confidential information, limitation of liability, and any other
          provisions of this Agreement which, by their terms, are contemplated
          to survive, or to be performed after, termination of this Agreement,
          shall survive cancellation or termination thereof.

16.  Effective Date
<PAGE>

                                                                          Part A

          16.1 This Agreement shall become effective pursuant to Sections 251
          and 252 of the Act, on June 27, 1998.

17.  Amendment of Agreement

          17.1  Except as otherwise provided in this Agreement, no amendment or
          waiver of any provision of this Agreement, and no consent to any
          default under this Agreement, shall be effective unless the same is in
          writing and signed by an officer of the Party against whom such
          amendment, waiver or consent is claimed. If either Party desires an
          amendment to this Agreement during the term of this Agreement, it
          shall provide written notice thereof to the other Party describing the
          nature of the requested amendment. If the Parties are unable to agree
          on the terms of the amendment within thirty (30) days after the
          initial request therefor, the Party requesting the amendment may
          invoke the dispute resolution process under Section 27 of this Part A
          of this Agreement to determine the terms of any amendment to this
          Agreement.

18.  Indemnification

          18.1  Notwithstanding any limitations in remedies contained in this
          Agreement, each Party (the "Indemnifying Party") will indemnify and
          hold harmless the other Party ("Indemnified Party") from and against
          any loss, cost, claim, liability, damage and expense, including
          reasonable attorney's fees, to third parties, relating to or arising
          out of the libel, slander, invasion of privacy, misappropriation of a
          name or likeness, actual or alleged infringement or other violation or
          breach of any patent, copyright, trademark, service mark, trade name,
          trade dress, trade secret or any other intellectual property presently
          existing or later created, negligence or willful misconduct by the
          Indemnifying Party, its employees, agents, or contractors in the
          performance of this Agreement or the failure of the Indemnifying Party
          to perform its obligations under this Agreement. In addition, the
          Indemnifying Party will, to the extent of its obligations to indemnify
          hereunder, defend any action or suit brought by a third party against
          the Indemnified Party. The Party providing access under this Agreement
          shall have no indemnification obligation hereunder for any loss, cost,
          claim, liability, damage or expense arising on account of Third Party
          Intellectual Property after having given written notice to the other
          Party of the Third Party Intellectual Property pursuant to Section 5
          above. /13/

     18.2 The Indemnified Party will notify the Indemnifying Party promptly in
          writing of any written claim, lawsuit, or demand by third parties for
          which the Indemnified Party alleges that the Indemnifying Party is
          responsible under this Section 18 and tender the defense of such
          claim, lawsuit or demand to the Indemnifying Party. Failure to so
          notify the Indemnifying Party shall not relieve the Indemnifying Party
          of any liability that the Indemnifying Party might have, except to the
          extent that such failure prejudices the Indemnifying Party's ability
          to defend such claim.

____________________

/13/ AT&T Order at pg. 10, "Indemnification"; Final Arbitration Order at p. 6
<PAGE>

                                                                          Part A

     18.2      The Indemnified Party also will cooperate in every reasonable
           manner with the defense or settlement of such claim, demand, or
           lawsuit. The Indemnifying Party shall keep the Indemnified Party
           reasonably and timely apprised of the status of the claim, demand or
           lawsuit. The Indemnified Party shall have the right to retain its own
           counsel, including in-house counsel, at its expense, and participate
           in but not direct the defense; provided, however, that if there are
           reasonable defenses in addition to those asserted by the Indemnifying
           Party, the Indemnified Party and its counsel may raise and direct
           such defenses, which shall be at the expense of the Indemnifying
           Party.

     18.4  The Indemnifying Party will not be liable under this Section 18 for
           settlements or compromises by the Indemnified Party of any claim,
           demand or lawsuit unless the Indemnifying Party has approved the
           settlement or compromise in advance or unless the defense of the
           claim, demand or lawsuit has been tendered to the Indemnifying Party
           in writing and the Indemnifying Party has failed to timely undertake
           the defense. 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.

19.  Limitation of Liability

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

     19.2  [Intentionally left blank for numbering consistency]

     19.3  In no event shall either Party have any liability whatsoever to the
           other Party for any indirect, special, consequential, incidental or
           punitive damages, including, but not limited to, loss of anticipated
           profits or revenue or other economic loss in connection with or
           arising from anything said, omitted or done hereunder (collectively,
           "Consequential Damages"), even if the other Party has been advised of
           the possibility of such damages; provided, that the foregoing shall
           not limit a Party's obligation to indemnify, defend and hold the
           other Party harmless against any amounts payable to a third party,
           including any losses, costs, fines penalties, criminal or civil
           judgments or settlements, expenses (including attorneys' fees) and
           Consequential Damages of such third party. Nothing contained in this
           section shall limit either Party's liability to the other for (i)
           willful or intentional misconduct (including gross negligence); (ii)
           bodily injury, death or damage to tangible real or tangible personal
           property proximately caused by such party's negligent act or omission
           or that of their respective agents, subcontractors or employees; or
           (iii) under the circumstances presented to the arbitrator, the
           Commission or other decision maker, as the case may be pursuant to
           the dispute resolution process in Section 27, a pattern of conduct is
           found to exist by such arbitrator, the Commission or other decision
           maker in violation of a party's obligations under this Agreement that
           justifies an award of Consequential Damages, /14/ nor shall anything
           contained in this section limit the Parties' indemnification
           obligations, as specified above.

     19.4  Notwithstanding the provisions of Section 19.3, to the extent that US
           WEST tariffs contain limitations on liability, AT&T shall submit
           language for inclusion in its Intrastate

_____________________________________

/14/ Final Arbitration Order at p. 7
<PAGE>

                                                                         Part A

          retail tariffs, that is substantially similar to the limitation of
          liability language contained in U S WEST's tariffs, and such
          limitations of liability shall govern for Customer claims. In
          addition, notwithstanding the provisions of Section 19.3, to the
          extent that the Commission's quality of service rules provide for
          remedies to AT&T or its Customers for Customer claims, then those
          remedies shall govern as to such claims.

20.   Term of Agreement


20.1  This Agreement shall be effective for a period of three (3) years, and
      thereafter shall continue in force and effect unless and until a new
      agreement, addressing all of the terms of this Agreement, becomes
      effective between the Parties. The Parties shall commence negotiations on
      a new agreement no later than one (1) year prior to the expiration of the
      term of this Agreement. Either Party may request resolution of open issues
      in accordance with the provisions of Section 27 of this Part A of this
      Agreement, Dispute Resolution, beginning nine (9) months prior to the
      expiration of this Agreement. Any disputes regarding the terms and
      conditions of the new interconnection agreement shall be resolved in
      accordance with said Section 27 and the resulting agreement shall be
      submitted to the Commission. This Agreement shall remain in effect until a
      new interconnection agreement approved by the Commission has become
      effective.

21.   Governing Law


          21.1  This Agreement shall be governed by and construed in accordance
          with the Act and the FCC's rules and regulations, except insofar as
          state law may control any aspect of this Agreement, in which case the
          domestic laws of the State of Utah, without regard to its conflicts of
          laws principles, shall govern.

22.   Cancellation Charges


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

23.   Regulatory Approvals


          23.1  This Agreement, and any amendment or modification hereof, will
          be submitted to the Commission for approval in accordance with Section
          252 of the Act. In the event any governmental authority or agency
          rejects any provision hereof, the Parties shall negotiate promptly and
          in good faith such revisions as may reasonably be required to achieve
          approval.

          23.2  U S WEST shall provide AT&T a summary describing the proposed
          change(s) to each Telecommunication Service which is available
          pursuant to this Agreement. U S WEST shall also provide AT&T a summary
          describing the proposed change(s) of each intrastate and interstate
          tariff which provides for an Interconnection, unbundled Network
          Element or Ancillary Service that is available pursuant to this
          Agreement. Such summaries shall be available through an Internet Web
          page to be posted on the same day the proposed change is filed with
          the Commission or the FCC or at least thirty (30) days in advance of
          its effective date, whichever is earlier.
<PAGE>

                                                                         Part A

          23.3  In the event any governmental authority or agency orders U S
          WEST to provide any service covered by this Agreement in accordance
          with any terms or conditions that individually differ from one or more
          corresponding terms or conditions of this Agreement, AT&T may elect to
          amend this Agreement to reflect any such differing terms or conditions
          contained in such decision or order, with effect from the date AT&T
          makes such election. The other services covered by this Agreement and
          not covered by such decision or order shall remain unaffected and
          shall remain in full force and effect.

          23.4  The Parties intend that any additional services requested by
          either Party relating to the subject matter of this Agreement will be
          incorporated into this Agreement by amendment.

24.  Compliance

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

          24.2  Each Party represents and warrants that any equipment,
          facilities or services provided to the other Party under this
          Agreement comply with the Communications Law Enforcement Act of 1994
          ("CALEA"). Each Party (the "Indemnifying Party") shall indemnify and
          hold the other Party (the "Indemnified Party") harmless from any and
          all penalties imposed upon the Indemnified Party for such
          noncompliance and shall, at the Indemnifying Party's sole cost and
          expense, modify or replace any equipment, facilities or services
          provided to the Indemnified Party under this Agreement to ensure that
          such equipment, facilities and services fully comply with CALEA.

          24.3  All terms, conditions and operations under this Agreement shall
          be performed in accordance with all applicable laws, regulations and
          judicial or regulatory decisions of all duly constituted governmental
          authorities with appropriate jurisdiction, and this Agreement shall be
          implemented consistent with the FCC Interconnection Order and any
          applicable Commission orders. Each Party shall be responsible for
          obtaining and keeping in effect all FCC, Commission, franchise
          authority and other regulatory approvals that may be required in
          connection with the performance of its obligations under this
          Agreement. In the event the Act or FCC or Commission rules and
          regulations applicable to this Agreement are held invalid, this
          Agreement shall survive, and the Parties shall promptly renegotiate
          any provisions of this Agreement which, in the absence of such
          invalidated Act, rule or regulation, are insufficiently clear to be
          effectuated, violate, or are either required or not required by the
          new rule or regulation. [The following underlined language is for the
          AT&T agreement only] During these negotiations, each Party will
                               ------------------------------------------
          continue to provide the same services and elements to each other as
          -------------------------------------------------------------------
          are provided for under this Agreement. Provided, however, that either
          ---------------------------------------------------------------------
          Party shall give ten (10) Business Days notice if it intends to cease
          ---------------------------------------------------------------------
          any development of any new element or service that is not at that time
          ----------------------------------------------------------------------
          being provided pursuant to this Agreement. In the event the Parties
          ------------------------------------------
          cannot agree on an amendment within thirty (30) days from the date any
          such rules, regulations or orders become effective, then the Parties
          shall resolve their dispute, including liability for non-compliance
          with the new clause or the cost, if any, of performing activities no
          longer required by the rule or regulation during the renegotiation of
          the new clause under the applicable procedures set forth in Section 27
          herein.

25.  Force Majeure
<PAGE>

                                                                         Part A

          25.1  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,
          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. No delay or other failure to perform shall be excused
          pursuant to this Section 25 unless such delay or failure and the
          consequences thereof are beyond the control and without the fault or
          negligence of the Party claiming excusable delay or other failure to
          perform. In the event of any such excused delay in the performance of
          a Party's obligation(s) under this Agreement, the due date for the
          performance of the original obligation(s) shall be extended by a term
          equal to the time lost by reason of the delay. In the event of such
          delay, the delaying Party shall perform its obligations at a
          performance level no less than that which it uses for its own
          operations. 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. In the event of a labor dispute or
          strike or work stoppage that continues for a period in excess of
          forty-eight (48) hours, AT&T may obtain replacement services for those
          services affected by such labor dispute or strike or work stoppage, in
          which event any liability of AT&T for the affected services shall be
          suspended for the period of the work stoppage or labor dispute or
          strike. In the event of such performance delay or failure by U S WEST,
          U S WEST agrees to resume performance in a nondiscriminatory manner
          and not favor its own provision of Telecommunications Services above
          that of AT&T.

26.  Escalation Procedures

          26.1  AT&T and U S WEST agree to exchange escalation lists which
          reflect contact personnel including vice president-level officers.
          These lists shall include name, department, title, phone number, and
          fax number for each person. AT&T and U S WEST agree to exchange up-to-
          date lists as reasonably necessary.

27.  Dispute Resolution

          27.1  If any claim, controversy or dispute between the Parties, their
          agents, employees, officers, directors or affiliated agents
          ("Dispute") cannot be settled through negotiation, it may be resolved
          by arbitration conducted by a single arbitrator engaged in the
          practice of law, under the then current rules of the American
          Arbitration Association ("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 and shall be noticed
          to the Commission. The arbitrator shall determine which
<PAGE>

                                                                         Part A

          which Party or Parties will bear the costs of arbitration, including
          apportionment, if appropriate. The arbitration shall occur in Denver,
          Colorado and the governing law shall be in accordance with Section
          21.1 above./15/

   27.2   In the event AT&T and U S WEST are unable to agree on certain issues
          during the term of this Agreement, the Parties may identify such
          issues for arbitration before the Commission.  Only those points
          identified by the Parties for arbitration will be submitted./16/

   27.3   If a Dispute is submitted to arbitration pursuant to Section 27.1
          above, the procedures described in this Section 27.3 shall apply,
          notwithstanding the then current rules of the AAA. Discovery shall be
          controlled by the arbitrator and shall be permitted to the extent set
          forth below. Each party may submit in writing to a Party, and that
          Party shall so respond, to an agreed amount of the following:
          interrogatories, demands to produce documents, and requests for
          admission. Not less than ten (10) days prior to the arbitration
          hearing, the Parties shall exchange witness and exhibit lists.
          Deposition discovery shall be controlled by the arbitrator. Additional
          discovery may be permitted upon mutual agreement of the Parties or the
          determination of the arbitrator. The arbitration hearing shall be
          commenced within thirty (30) days after a demand for arbitration by
          either Party and shall be held in Denver, Colorado. The arbitrator
          shall control the scheduling so as to process the matter
          expeditiously. The Parties may submit written briefs. The arbitrator
          shall rule on the dispute by issuing a written opinion within seven
          (7) days after the close of the hearings. The times specified in this
          section may be extended upon mutual agreement of the Parties or by the
          arbitrator upon a showing of good cause. The decision of the
          arbitrator shall be final and binding upon the Parties and judgment
          upon the award rendered by the arbitrator may be entered in a court
          having jurisdiction. The decision shall also be submitted to the
          Commission./17/

28.  Nondisclosure

          28.1  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 (a)
          furnished by one Party to the other Party dealing with Customer
          specific, facility specific, or usage specific information, other than
          Customer information communicated for the purpose of publication of
          directory database inclusion, or (b) in written, graphic,
          electromagnetic, or other tangible form and marked at the time of
          delivery as "Confidential" or "Proprietary", or (c) declared orally or
          in writing to the Recipient at the time of delivery, or by written
          notice given to the Recipient within ten (10) days after delivery, to
          be "Confidential" or "Proprietary" (collectively referred to as
          "Proprietary Information"), shall remain the property of the
          Discloser. A Party who receives Proprietary Information via an oral
          communication may request written confirmation that the material

____________________________

/15/ AT&T Order at p. 10, "Dispute Resolution"
/16/ AT&T Order at p. 10, "Dispute Resolution"
/17/ AT&T Order at p. 10, "Dispute Resolution"
<PAGE>

                                                                        Part A

        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.

        28.2    Upon request by the Discloser, the Recipient shall return all
        tangible copies of Proprietary Information, whether written, graphic or
        otherwise, except that the Recipient's legal counsel may retain one (1)
        copy for archival purposes.

        28.3    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.

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

                       28.4.1  was, at the time of receipt, already known to the
                Recipient free of any obligation to keep it confidential
                evidenced by written records prepared prior to delivery by the
                Discloser; or

                       28.4.2  is or becomes publicly known through no wrongful
                act of the Recipient; or

                       28.4.3  is rightfully received from a third person having
                no direct or indirect secrecy or confidentiality obligation to
                the Discloser with respect to such information; or

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

                       28.4.5  is approved for release by written authorization
                of the Discloser; or

        28.4.6  is required by law, a court, or governmental agency, provided
                that the Discloser has been notified of the requirement promptly
                after the Recipient becomes aware of the requirement, subject to
                the right of the Discloser to seek a protective order as
                provided in Section 28.5 below.

  28.5  For a period of ten (10) years from receipt of Proprietary Information,
        the Recipient shall (a) use it only for the purpose of performing under
        this Agreement, (b) hold it in confidence and disclose it only to
        employees, authorized contractors and authorized agents who have a need
        to know it in order to perform under this Agreement, and (c) safeguard
        it from unauthorized use or disclosure using no less than the degree of
        care with which the Recipient safeguards its own Proprietary
        Information. Any authorized contractor or agent to whom Proprietary
        Information is provided must have executed a written agreement
        comparable in scope to the terms of this Section. Not withstanding the
        foregoing, each Party shall provide advance notice of three (3) Business
        Days to the other
<PAGE>

                                                                         Part A

        of the intent to provide Proprietary information to a governmental
        authority and the Parties shall cooperate with each other in attempting
        to obtain a suitable protective order. The Recipient agrees to comply
        with any protective order that covers the Proprietary Information to be
        disclosed.

        28.6   Each Party agrees that the Discloser would be irreparably injured
        by a breach of this Section 28 by the Recipient or its representatives
        and that the Discloser shall be entitled to seek equitable relief,
        including injunctive relief and specific performance, in the event of
        any breach of this Section 28. Such remedies shall not be exclusive but
        shall be in addition to all other remedies available at law or in
        equity.

        28.7   CPNI related to either Party's subscribers obtained by virtue of
        Local Interconnection or any other service provided under this Agreement
        shall be the Discloser's Proprietary Information and may not be used by
        the Recipient for any purpose except performance of its obligations
        under this Agreement, and in connection with such performance, shall be
        disclosed only to employees, authorized contractors and authorized
        agents with a need to know, unless the subscriber expressly directs the
        Discloser to disclose such information to the Recipient pursuant to the
        requirements of Section 222(c)(2) of the Act. If the Recipient seeks and
        obtains written approval to use or disclose such CPNI from the
        Discloser, such approval shall be obtained only in compliance with
        Section 222(c)(2) and, in the event such authorization is obtained, the
        Recipient may use or disclose only such information as the Discloser
        provides pursuant to such authorization and may not use information that
        the Recipient has otherwise obtained, directly or indirectly, in
        connection with its performance under this Agreement.

        28.8   Except as otherwise expressly provided in this Section 28,
        nothing herein shall be construed as limiting the rights of either Party
        with respect to its subscriber information under any applicable law,
        including, without limitation, Section 222 of the Act.

        28.9   Effective Date Of This Section. Notwithstanding any other
        provision of this Agreement, the Proprietary Information provisions of
        this Agreement shall apply to all Proprietary Information furnished by
        either Party with a claim of confidentiality or proprietary nature at
        any time.

29.  Notices

        29.1   Except as otherwise provided herein, all notices or other
        communication hereunder shall be deemed to have been duly given when
        made in writing and delivered in person or deposited in the United
        States mail, certified mail, postage prepaid, return receipt requested,
        or delivered by prepaid overnight express mail, and addressed as
        follows:


        To AT&T:         AT&T
                         Vice President, Local Services
                         1875 Lawrence Street
                         Denver, Colorado 80202

        Copy to:         AT&T
<PAGE>

                                                                         Part A

                         Vice President, Law
                         1875 Lawrence Street
                         Denver, Colorado 80202

        To U S WEST:     U S WEST
                         Executive Director Interconnect Services
                         1801 California, 23rd Floor
                         Denver, Colorado 80202

        Copy to:         U S WEST, Inc.
                         Senior Counsel, Law Dept.
                         7800 East Orchard Road, Suite 480
                         Englewood, Colorado 80111

        29.2   If personal delivery is selected to give notice, a receipt of
        such delivery shall be obtained. The address to which notices or
        communications may be given to either Party may be changed by written
        notice given by such Party to the other pursuant to this Section 29.

30.  Assignment

        30.1   Neither Party may assign, transfer (whether by operation of law
        or otherwise) or delegate this Agreement (or any rights or obligations
        hereunder) to a third party without the prior written consent of the
        other Party, which consent shall not be unreasonably withheld, provided
        that each Party may assign this Agreement to an 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 under the provisions of this Section 30
        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. No assignment or
        delegation hereof shall relieve the assignor of its obligations under
        this Agreement.

        30.2   If any obligation of U S WEST under this Agreement is performed
        by a subcontractor or Affiliate, U S WEST shall remain fully responsible
        for the performance of this Agreement in accordance with its terms, and
        U S WEST shall be solely responsible for payments due to its
        subcontractors.

        30.3   If any obligation of AT&T under this Agreement is performed by a
        subcontractor or Affiliate, AT&T shall remain fully responsible for the
        performance of this Agreement in accordance with its terms, and AT&T
        shall be solely responsible for payments due to its subcontractors.

31.  Warranties


        31.1   U S WEST shall conduct all activities and interfaces which are
        provided for under this Agreement with AT&T Customers in a carrier-
        neutral, nondiscriminatory manner.

        31.2   U S WEST warrants that it has provided, and during the term of
        this Agreement it will continue to provide, to AT&T true and complete
        copies of all material agreements in
<PAGE>

                                                                         Part A

        effect between U S WEST and any third party (including Affiliates)
        providing any services to AT&T on behalf of or under contract to U S
        WEST in connection with U S WEST's performance of this Agreement, or
        from whom U S WEST has obtained licenses or other rights used by U S
        WEST to perform its obligations under this Agreement, provided, however,
        that U S WEST may provide such agreements under appropriate protective
        order.

32.  Default


        32.1   In the event of a breach of any material provision of this
        Agreement by either Party, the non-breaching Party shall give the
        breaching Party and the Commission written notice thereof, and:

                    32.1.1  if such material breach is for non-payment of
               amounts due hereunder pursuant to Section 3.2 of Part A of this
               Agreement, the breaching Party shall cure such breach within
               thirty (30) calendar days of receiving such notice. The non-
               breaching Party shall be entitled to pursue all available legal
               and equitable remedies for such breach. Amounts disputed in good
               faith and withheld or set off shall not be deemed "amounts due
               hereunder" for the purpose of this provision.

                    32.1.2  if such material breach is for any failure to
               perform in accordance with this Agreement, which, in the sole
               judgment of the non-breaching Party, adversely affects the non-
               breaching Party's subscribers, the non-breaching Party shall give
               notice of the breach and the breaching Party shall cure such
               breach to the non-breaching Party's reasonable satisfaction
               within ten (10) calendar days or within a period of time
               equivalent to the applicable interval required by this Agreement,
               whichever is shorter. If the breaching Party does not cure such
               breach within the applicable time period, the non-breaching Party
               may, at its sole option, terminate this Agreement, or any parts
               hereof. The non-breaching Party shall be entitled to pursue all
               available legal and equitable remedies for such breach. Notice
               under this Subsection 32.1.2 may be given electronically or by
               facsimile, provided that a hard copy or original of such notice
               is sent by overnight delivery service.

                    32.1.3  if such material breach is for any other failure to
               perform in accordance with this Agreement, the breaching Party
               shall cure such breach to the non-breaching Party's reasonable
               satisfaction within forty-five (45) calendar days, and, if it
               does not, the non-breaching Party may, at its sole option,
               terminate this Agreement, or any parts hereof. The non-breaching
               Party shall be entitled to pursue all available legal and
               equitable remedies for such breach.

  32.2  AT&T may terminate this Agreement in whole at any time only for cause
        upon sixty (60) calendar days' prior written notice. AT&T's sole
        liability shall be payment of amounts due for services provided or
        obligations assumed up to the date of termination.
<PAGE>

                                                                          Part A

          32.3  In the event of any termination under this Section 32, U S WEST
          and AT&T agree to cooperate to provide for an uninterrupted transition
          of services to AT&T or another vendor designated by AT&T to the extent
          that U S WEST has the ability to provide such cooperation.

          32.4  Notwithstanding any termination hereof, the Parties shall
          continue to comply with their obligations under the Act.

33.  Remedies

          33.1  In the event U S WEST fails to switch a subscriber to AT&T
          service as provided in this Agreement, U S WEST shall reimburse AT&T
          in an amount equal to all fees paid by such subscriber to U S WEST for
          such failed-to-be-transferred services from the time of such failure
          to switch to the time at which the subscriber switch is accomplished.
          This remedy shall be in addition to all other remedies available to
          AT&T under this Agreement or otherwise available.

          33.2  All rights of termination, cancellation or other remedies
          prescribed in this Agreement, or otherwise available, are cumulative
          and are not intended to be exclusive of other remedies to which the
          injured Party may be entitled at law or equity in case of any breach
          or threatened breach by the other Party of any provision of this
          Agreement. Use of one or more remedies shall not bar use of any other
          remedy for the purpose of enforcing the provisions of this Agreement.

34.  Waivers


          34.1  No waiver of any provisions of this Agreement and no consent to
          any default under this Agreement shall be effective unless the same
          shall be in writing and properly executed by or on behalf of the Party
          against whom such waiver or consent is claimed.

          34.2  No course of dealing or failure of either Party to strictly
          enforce any term, right, or condition of this Agreement in any
          instance shall be construed as a general waiver or relinquishment of
          such term, right or condition.

          34.3  Waiver by either Party of any default or breach by the other
          Party shall not be deemed a waiver of any other default or breach.

          34.4  By entering into this Agreement, neither Party waives any right
          granted to it pursuant to the Act.

35.  No Third Party Beneficiaries


          35.1  The provisions of this Agreement are for the benefit of the
          Parties hereto and not for any other person; provided, however, that
          this shall not be construed to prevent AT&T from providing its
          Telecommunications Services to other carriers. This Agreement shall
          not provide any person not a party hereto with any remedy, claim,
          liability, reimbursement, claim of action, or other right in excess of
          those existing without reference hereto.

36.  Physical Security
<PAGE>

                                                                          Part A

     36.1  U S WEST shall exercise the same degree of care to prevent harm or
           damage to AT&T or its employees, agents or subscribers, or its
           property as U S WEST provides itself. AT&T shall exercise the same
           degree of care to ensure the security of its equipment physically
           collocated within U S WEST's space as AT&T provides such security to
           itself.

                   36.1.1  U S WEST will restrict access to approved personnel
                   to U S WEST's buildings. AT&T is responsible for the action
                   of its employees and other authorized non-AT&T personnel; U S
                   WEST is responsible for the action of its employees and other
                   authorized non-U S WEST personnel.

           36.1.2  U S WEST will furnish to AT&T the current name(s) and
                   telephone number(s) of those central office supervisor(s)
                   where a physical Collocation arrangement exists. The central
                   office supervisor(s) will be the only U S WEST employee(s)
                   with access to AT&T Collocation space.

                   36.1.3  U S WEST will comply at all times with U S WEST
                   security and safety procedures at the individual central
                   office locations where AT&T has physical Collocation
                   arrangements. The Parties will cooperate to analyze security
                   procedures of each company to evaluate ways in which security
                   procedures of U S WEST may be enhanced.

           36.1.4  U S WEST will allow AT&T to inspect or observe its physical
                   spaces which house or contain AT&T equipment or equipment
                   enclosures at any time upon completion of the physical
                   Collocation quotation. Upon completion of the build out of
                   the physical space, U S WEST will furnish AT&T with all keys,
                   entry codes, lock combinations, or other materials or
                   information which may be needed to gain entry via direct
                   access to AT&T's physical space.

                         36.1.5  U S WEST agrees to logically partition any U S
                   WEST owned access device systems, whether biometric or card
                   reader, or types which are encoded identically or mechanical
                   coded locks on external and or internal doors to spaces which
                   house AT&T equipment.

                         36.1.6  U S WEST agrees to limit the keys used in its
                   keying systems for spaces which contain AT&T equipment to the
                   U S WEST supervisor for the specific facility to emergency
                   access only. AT&T shall further have the right to change
                   locks where deemed necessary for the protection and security
                   of its physical spaces and will provide the U S WEST
                   supervisor with the current key.

                         36.1.8  U S WEST shall control unauthorized access from
                   passenger and freight elevators, elevator lobbies and spaces
                   which contain or house AT&T equipment or equipment space in
                   the same manner as U S WEST provides such control for itself.

                         36.1.9  U S WEST will provide notification to
                   designated AT&T personnel to indicate an actual or attempted
                   security breach of AT&T physical space in the same time frame
                   as U S WEST provides such notification to itself.

37.  Network Security
<PAGE>

                                                                          Part A

     37.1  U S WEST shall provide an appropriate and sufficient back-up and
           recovery plan to be used in the event of a system failure or
           emergency.

           37.2  U S WEST shall install controls to (a) disconnect a user for a
           pre-determined period of inactivity on authorized ports; (b) protect
           subscriber proprietary information; and (c) ensure both ongoing
           operational and update integrity.

           37.3  Each Party shall be responsible for the security arrangements
           on its side of the network to the Point of Interconnection. The
           Parties shall jointly cooperate to analyze network security
           procedures and cooperate to ensure the systems, access and devices
           are appropriately secured and compatible.

38.  Revenue Protection


           38.1  U S WEST shall make available to AT&T all present and future
           fraud prevention or revenue protection features that U S WEST
           provides to itself or others.. These features include, but are not
           limited to, operator screening codes, information digits assigned
           such as information digits '29' and '70' which indicate prison and
           COCOT payphone originating line types respectively. In accordance
           with the requirements established by the FCC, call blocking of
           domestic, international blocking for business and residence, 900,
           NPA-976, and specific line numbers. U S WEST shall additionally
           provide partitioned access to fraud prevention, detection and control
           functionality within pertinent Operations Support Systems ("OSS")
           which include, but are not limited to, Line Information Data Base
           Fraud monitoring systems.

           38.2  Uncollectible or unbillable revenues resulting from, but not
           confined to, provisioning, maintenance, or signal network routing
           errors shall be the responsibility of the Party causing such error.

           38.3  Uncollectible or unbillable revenues resulting from the
           accidental or malicious alteration of software underlying Network
           Elements or their subtending operational support systems by
           unauthorized third parties shall be the responsibility of the Party
           having administrative control of access to said Network Element or
           operational support system software.

                 38.4  Each Party shall be responsible for any uncollectible or
           unbillable revenues resulting from the unauthorized use of facilities
           under its control or services it provides, including clip-on fraud.

           38.5  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.

39.  Law Enforcement Interface


           39.1  U S WEST shall provide all necessary assistance to facilitate
           the execution of wiretap or dialed number recorder orders from law
           enforcement authorities.
<PAGE>

                                                                          Part A

40.  Collocation


     40.1  General Description

           40.1.1  "Collocation" means an arrangement whereby AT&T's 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 U S WEST's Premises.
                   Collocation may be "physical" or "virtual." In "Physical
                   Collocation," AT&T installs and maintains its own equipment U
                   S WEST's Premises consistent with Section 40.3 of Part A of
                   this Agreement. In "Virtual Collocation," U S WEST installs
                   and maintains its equipment in U S WEST's Premises consistent
                   with Section 40.3 of Part A of this Agreement.

                   40.1.1.1  AT&T may collocate transmission equipment
                             (including Digital Cross Connect Systems and Remote
                             Switching Units (RSU)) to terminate basic
                             transmission facilities. Nothing in this Agreement
                             requires U S WEST to permit collocation of
                             equipment used to provide enhanced services. AT&T
                             shall not use RSUs to enable the bypassing of
                             switched access charges./18/

           40.1.2  Collocation is offered for network interconnection between
                   the Parties. AT&T may cross connect to other collocated
                   parties via facilities provided by U S WEST, provided that
                   AT&T's collocated equipment is also used for Interconnection
                   with U S WEST or access to U S WEST's unbundled Network
                   Elements./19/

          40.1.3   AT&T is responsible for bringing its own or leased facilities
                   to the U S WEST-designated Point of Interface ("POI"). U S
                   WEST will extend AT&T's facilities from the POI to the cable
                   vault within the wire center. If necessary, U S WEST may
                   bring the facilities into compliance with U S WEST internal
                   fire code standards and extend the facilities to the
                   collocated space.

          40.1.4   AT&T will be provided two (2) points of entry into the U S
                   WEST wire center only when there are at least two (2)
                   existing entry points for U S WEST cable and when there are
                   vacant entrance ducts in both.

          40.1.5   AT&T must identify what equipment will be installed, to allow
                   for U S WEST to use this information in engineering the
                   power, floor loading, heat release, environmental participant
                   level, and HVAC.

          40.1.6   [Intentionally left blank for numbering consistency]

          40.1.7   Expanded Interconnection Channel Termination (EICT).
                   Telecommunications interconnection between AT&T's collocated
                   equipment and U S WEST's network may be accomplished via an
                   Expanded Interconnection Channel Termination (EICT). This
                   element can be at the
______________________
/18/ Per UT AT&T Order, p. 7 and UT MCIm Order, pg. 10, Issue 32
/19/ MCI Order at pg. 2, "Issue 12," first sentence
<PAGE>

                                                                          Part A

                  DS-3, DS-1, DS-0, or any other technically feasible level,
                  subject to network disclosure requirements of the FCC,
                  depending on the U S WEST service to which it is connected.
                  The terms and conditions of the tariff for EICT are
                  incorporated only to the extent that they are agreed to by the
                  Parties. Within ninety (90) days (or other acceptable time
                  agreed to by the Parties) after a request by AT&T, the Parties
                  will meet to review the tariff and seek resolution on
                  disagreed items. /20/

          40.1.8  Consistent with U S WEST's internal practice, within ten (10)
                  Business Days of AT&T's request for any space, U S WEST shall
                  provide information available to it regarding the
                  environmental conditions of the space provided for placement
                  of equipment and interconnection, including, but not limited
                  to, the existence and condition of asbestos, lead paint,
                  hazardous substance contamination, or radon. Information is
                  considered "available" under this Agreement if it is in U S
                  WEST's possession or files, or the possession of an agent,
                  contractor, employee, lessor, or tenant of U S WEST's that
                  holds such information on U S WEST's behalf.

          40.1.9  U S WEST shall allow AT&T to perform any environmental site
                  investigations, including, but not limited to, asbestos
                  surveys, which AT&T deems to be necessary in support of its
                  Collocation needs. AT&T shall advise U S WEST in writing of
                  its intent to conduct such investigation, and shall receive
                  written approval from U S WEST to proceed. AT&T shall
                  indemnify U S WEST according to Section 18 of Part A to this
                  Agreement for any loss or claim for damage suffered by U S
                  WEST as a result of AT&T's actions during any site inspection.

          40.1.10 If the space provided for the placement of equipment,
                  interconnection, or provision of service contains
                  environmental contamination or hazardous material,
                  particularly, but not limited to, asbestos, lead paint or
                  radon, which makes the placement of such equipment or
                  interconnection hazardous, U S WEST shall offer an alternative
                  space, if available, for AT&T's consideration.

     40.2 Virtual Collocation

          40.2.1  U S WEST 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.

          40.2.2  Upon mutual agreement, AT&T will have physical access to the U
                  S WEST wire center building pursuant to a virtual collocation
                  arrangement.

          40.2.3  AT&T will be responsible for obtaining and providing to U S
                  WEST administrative codes, e.g., common language codes, for
                  all equipment specified by AT&T and installed in wire center
                  buildings.
_______________________
/20/ MCI Order at pp. 2-3, "Issue 12, second sentence.  Supersedes UT Commission
Agreement, Att. 4, (S) 2.1.2
<PAGE>

                                                                          Part A

          40.2.4  AT&T will be responsible for payment of training of U S WEST
                  employees for the maintenance, operation and installation of
                  AT&T's virtually collocated equipment when that equipment is
                  different than the equipment used by U S WEST. Training
                  conditions are further described in the Virtual Collocation
                  Rate Element section following.

          40.2.5  AT&T will be responsible for payment of reasonable charges
                  incurred as a result of agreed upon maintenance and/or repair
                  of AT&T's virtually collocated equipment.

          40.2.6  U S WEST does not guarantee the reliability of AT&T's
                  virtually collocated equipment, but U S WEST is responsible
                  for proper installation, maintenance and repair of such
                  equipment, including the change out of electronic cards
                  provided by AT&T.

          40.2.7  AT&T is responsible for ensuring the functionality and
                  interoperability of virtually collocated SONET equipment
                  provided by different manufacturers.

          40.2.8  AT&T, as bailor, will transfer possession of AT&T's virtually
                  collocated equipment to U S WEST, as bailee, for the sole
                  purpose of providing U S WEST with the ability to install,
                  maintain and repair AT&T's virtually collocated equipment.
                  Title to the AT&T virtually collocated equipment shall not
                  pass to U S WEST.

          40.2.9  AT&T shall ensure that upon receipt by U S WEST of AT&T's
                  virtually collocated equipment, AT&T will make available all
                  access to ongoing technical support to U S WEST, as available
                  under the equipment warranty or other terms and conditions,
                  all at AT&T's expense. AT&T shall advise the manufacturer and
                  seller of the virtually collocated equipment that it will be
                  installed, maintained and repaired by U S WEST.

          40.2.10 AT&T's virtually collocated equipment must comply with the
                  Bellcore Network Equipment Building System (NEBS) Generic
                  Equipment Requirements TR-NWT-000063, electromagnetic
                  compatibility (EMC) per GR-1089-CORE, Company wire center
                  environmental and transmission standards and any statutory
                  (local, state or federal) and/or regulatory requirements, all
                  of the foregoing which may be in effect at the time of
                  equipment installation or which may subsequently become
                  effective. AT&T shall provide U S WEST interface
                  specifications (e.g., electrical, functional, physical and
                  software) of AT&T's virtually collocated equipment.

          40.2.11 AT&T must specify all software options and associated plug-ins
                  for its virtually collocated equipment.

          40.2.12 AT&T is responsible for purchasing and maintaining a supply of
                  spares. Upon failure of the AT&T virtually collocated
                  equipment, AT&T is responsible for transportation and delivery
                  of maintenance spares to U S WEST at the wire center housing
                  the failed equipment.

          40.2.13 Where AT&T is virtually collocated in a premises which was
                  initially prepared for virtual Collocation, AT&T may elect to
                  retain its virtual Collocation in that
<PAGE>

                                                                          Part A

                  premises and expand that virtual Collocation according to the
                  rates, terms and conditions of this Agreement.

     40.3 Physical Collocation

          40.3.1  U S WEST shall provide to AT&T physical collocation of
                  equipment necessary for Interconnection or for access to
                  unbundled Network Elements, except that U S WEST shall provide
                  for virtual collocation where space is available or expansion
                  or rearrangement is possible if U S WEST 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./21/ AT&T shall pay a prorated
                  amount for expansion of said space. U S WEST 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 Commission subject to the rates, terms and conditions
                  of this Agreement.

                  40.3.1.1.  U S WEST shall permit AT&T to use vendors for all
                             required engineering and installation services
                             associated with its collocated equipment which are
                             being collocated by AT&T pursuant to this
                             Agreement. Within one hundred and twenty (120) days
                             a request by AT&T, U S WEST and AT&T shall compose
                             and agree on a list of approved vendors and/or
                             agree on minimum qualifications for such
                             contractors consistent with industry standards,
                             such agreement not to be unreasonably withheld. In
                             the event such agreement cannot be reached and the
                             dispute resolution process outlined in Section 27
                             above has not concluded on the issue of approved
                             vendors, the list of approved vendors maintained by
                             U S WEST as of the Effective Date of this Agreement
                             shall be the default list until the conclusion of
                             the dispute resolution process.

          40.3.2  Where AT&T is virtually collocated in a premises which was
                  initially prepared for virtual Collocation, AT&T may elect,
                  unless it is not practical for technical reasons or because of
                  space limitations, to convert its virtual Collocation to
                  physical Collocation at such premises in which case AT&T shall
                  coordinate the construction and rearrangement with U S WEST of
                  its equipment (IDLC and transmission) and circuits for which
                  AT&T shall pay U S WEST at applicable rates, and pursuant to
                  the other terms and conditions in this Agreement. In addition,
                  all applicable physical Collocation recurring charges shall
                  apply.

          40.3.3  AT&T will be allowed access to the POI on non-discriminatory
                  terms. AT&T owns and is responsible for the installation,
                  maintenance and repair of its equipment located within the
                  space rented from U S WEST.

          40.3.4  AT&T must use leased space as soon as reasonably possible and
                  in no event later than 60 (sixty) days from the completion of
                  construction of the

_____________________
/21/ MCI Order at pg. 10, Issue 31, first sentence
<PAGE>

                                                                          Part A

                  collocated space/22/, and may not warehouse space for later
                  use or sublease to another provider. Physical Collocation is
                  offered on a space-available, first-come, first-served basis.
                  /23/

          40.3.5  The minimum standard leasable amount of floor space is one
                  hundred (100) square feet. AT&T must efficiently use the
                  leased space and no more than fifty percent (50%) of the floor
                  space may be used for storage cabinets and work surfaces. AT&T
                  and U S WEST may negotiate other storage arrangements on a
                  case-by-case basis. AT&T may store spares within its
                  collocated space.

          40.3.6  AT&T's leased floor space will be separated from other
                  competitive providers and U S WEST space through cages or hard
                  walls. AT&T may elect to have U S WEST construct the cage, or
                  choose from U S WEST approved contractors to construct the
                  cage, meeting U S WEST's installation Technical Publication
                  77350. Any deviation to AT&T's request must be approved.

          40.3.7    The following standard features will be provided by U S
                    WEST:

                    (a) Heating, ventilation and air conditioning.

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

          40.3.8    U S WEST Responsibilities

                    (a) Design the floor space within each location which will
                        constitute AT&T's leased space.

                    (b) Ensure that the necessary construction work is performed
                        on a timely basis to build AT&T's leased physical space
                        and the riser from the vault to the leased physical
                        space.

                    (c) Develop a quotation specific to AT&T's request.

                    (d) Extend U S WEST-provided and owned fiber optic cable,
                        from the POI through the cable vault and extend the
                        cable to AT&T's leased physical space or place the cable
                        in fire retardant tubing prior to extension to AT&T's
                        leased physical space.

                    (e) Installation and maintenance and all related activity
                        necessary to provide Channel Termination between U S
                        WEST's and AT&T's equipment.

                    (f) Work cooperatively with AT&T in matters of joint testing
                        and maintenance.

          40.3.9    AT&T Responsibilities

                    (a) Determine the type of enclosure for the physical space.
________________________
/22/ Final Arbitration Order at pg. 9
/23/ AT&T Order at p. 8, 1/st/ full paragraph
<PAGE>

                                                                          Part A

                    (b) Procure, install and maintain fiber optic facilities up
                        to the U S WEST designated POI.

                    (c) Provide for installation, maintenance, repair and
                        service of all AT&T's equipment located in the leased
                        physical space.

                    (d) Ensure that all equipment installed by AT&T complies
                        with Bellcore Network Equipment Building System Generic
                        Equipment requirements, U S WEST 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.

          40.3.10   The installation of any interconnection service will be
                    coordinated between the Parties so that AT&T may utilize
                    those services once AT&T has accepted its leased physical
                    space.

          40.3.11   If, at any time, U S WEST reasonably determines that the
                    equipment or the installation does not meet standard
                    industry requirements, such failure being due to actions of
                    AT&T or its agents, AT&T will be responsible for the costs
                    associated with the removal, modification to, or
                    installation of the equipment to bring it into compliance.
                    If AT&T fails to correct any non-compliance within thirty
                    (30) calendar days or as soon as reasonably practical after
                    the receipt of written notice of non-compliance, U S WEST
                    may have the equipment removed or the condition corrected at
                    AT&T's expense.

          40.3.12   If, during installation, U S WEST reasonably determines that
                    AT&T activities or equipment are unsafe, non-industry
                    standard or in violation of any applicable laws or
                    regulations, U S WEST has the right to stop work until the
                    situation is remedied. If such conditions pose an immediate
                    threat to the safety of personnel, interfere with the
                    performance of U S WEST's service obligations, or pose an
                    immediate threat to the physical integrity of the conduit
                    system or the cable facilities, U S WEST may perform such
                    work and/or take action as is necessary to correct the
                    condition at AT&T's expense.

          40.3.13   U S WEST shall provide basic telephone service with a
                    connection jack as requested by AT&T from U S WEST for the
                    collocated space. Upon AT&T's request and following the
                    normal provisioning process, this service shall be available
                    at the AT&T collocated space on the day the space is turned
                    over to AT&T by U S WEST.

          40.3.14   Where available, U S WEST 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 AT&T personnel and its
                    designated agents.

          40.3.15   U S WEST shall provide AT&T with written notice five (5)
                    Business Days prior to those instances where U S WEST or its
                    subcontractors may be performing work that could reasonably
                    potentially affect AT&T's service. U S WEST will make
                    reasonable efforts to inform AT&T by telephone of any
                    emergency related activity prior to the start of the
                    activity that U S WEST or its
<PAGE>

                                                                          Part A

                    subcontractors may be performing that could reasonably
                    potentially affect AT&T's service, so that AT&T can take any
                    action required to monitor or protect its service.

          40.3.16   U S WEST shall provide information regarding the location,
                    type, and cable termination requirements (i.e., connector
                    type, number and type of pairs, and naming convention) for U
                    S WEST point of termination to AT&T within five (5) Business
                    Days of AT&T's acceptance of U S WEST's quote for collocated
                    space.

          40.3.17   U S WEST shall provide the dimensions for AT&T outside plant
                    fiber ingress and egress into AT&T collocated space within
                    five (5) Business Days of AT&T's acceptance of U S WEST's
                    quote for collocated space.

          40.3.18   U S WEST shall provide the sizes and number of power feeders
                    for the collocated space to AT&T within ten (10) Business
                    Days of AT&T's acceptance of U S WEST's quote for collocated
                    space.

          40.3.19   U S WEST shall provide positive confirmation to AT&T when
                    construction of AT&T collocated space is fifty percent (50%)
                    completed. This confirmation shall also include confirmation
                    of the scheduled completion and turnover dates.

          40.3.20   [Intentionally left blank for numbering consistency]

          40.3.21   With the exception of Subparagraph (b) below, U S WEST shall
                    provide the following information to AT&T within five (5)
                    Business Days or as reasonably necessary upon receipt of a
                    written request from AT&T:

                    (a) additional work restriction guidelines.

                    (b) U S WEST or industry technical publication guidelines
                        that impact the design of U S WEST collocated equipment,
                        unless such documents are already in the possession of
                        AT&T. The following U S WEST Technical Publications
                        provide information regarding central office equipment
                        and collocation guidelines:

                              77350  Central Office Telecommunications Equipment
                                     Installation and Removal Guidelines
                              77351  Central Office Telecommunications Equipment
                                     Engineering Standards
                              77355  Grounding - Central Office and Remote
                                     Equipment Environment
                              77386  Expanded Interconnection and Collocation
                                     for Private Line Transport and Switched
                                     Access Services

                        AT&T may obtain the above documents from:

                              Faison Office Products Company
                              3251 Revere St., Suite 200
                              Aurora, Colorado 80011

<PAGE>

                                                                          Part A

                        (303) 340-3672

               (c)  appropriate U S WEST contacts (names and telephone numbers)
                    for the following areas:

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

               (d)  escalation process for the U S WEST employees (names,
                    telephone numbers and the escalation order) for any
                    disputes or problems that might arise pursuant to AT&T's
                    collocation.

      40.3.22  Power as referenced in this Agreement refers to any
               electrical power source supplied by U S WEST for AT&T equipment.
               U S WEST will supply power to support AT&T equipment at
               equipment specific DC and AC voltages.  At a minimum, U S WEST
               shall supply power to AT&T at parity with that provided by U S
               WEST to itself.  If U S WEST performance, availability or
               restoration falls below industry standards, U S WEST shall bring
               itself into compliance with such industry standards as soon as
               technologically feasible.

               (a)  Central office power supplied by U S WEST into the AT&T
                    equipment area, shall be supplied in the form of power
                    feeders (cables) on cable racking into the designated AT&T
                    equipment area.  The power feeders (cables) shall
                    efficiently and economically support the requested quantity
                    and capacity of AT&T equipment.  The termination location
                    shall be mutually agreed upon by the Parties.

               (b)  U S WEST power equipment supporting AT&T's equipment shall:

                    i.   comply with applicable industry standards (e.g.,
                         Bellcore, NEBS, IEEE, UL, and NEC) or manufacturer's
                         equipment power requirement specifications for
                         equipment installation, cabling practices, and
                         physical equipment layout;

                    ii.  have redundant power feeds with physical diversity and
                         battery back-up as required by the equipment
                         manufacturer's specifications for AT&T equipment, or,
                         at minimum, at parity with that provided for similar U
                         S WEST equipment at that location;

                    iii. provide central office ground, connected to a ground
                         electrode located within the AT&T collocated space, at
                         a level above the top of AT&T equipment plus or minus
                         two (2) feet to the left or right of AT&T's final
                         request;
<PAGE>

                                                                          Part A

                    iv.  provide an installation sequence and access that will
                         allow installation efforts in parallel without
                         jeopardizing personnel safety or existing services of
                         either Party;

                    v.   provide cabling that adheres to Bell Communication
                         Research (Bellcore) Network Equipment-Building System
                         (NEBS) standards TR-EOP-000063;

                    vi.  provide Lock Out-Tag Out and other electrical safety
                         procedures and devices in conformance with the most
                         stringent of OSHA or industry guidelines; and

                    vii. ensure that installed equipment meets Bellcore
                         specifications.


   40.4 Collocation Rate Elements

        40.4.1 Common Rate Elements

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

               (a)  Quote Preparation Fee.  This covers the work involved in
                    developing a quotation for AT&T for the total costs involved
                    in its collocation request.

               (b)  Entrance Facility.  Provides for fiber optic cable on a per
                    two (2) fiber increment basis from the point of
                    interconnection utilizing U S WEST owned, conventional
                    single mode type of fiber optic cable to the collocated
                    equipment (for virtual collocation) or to the leased space
                    (for physical collocation).  Entrance facility includes
                    riser, fiber placement, entrance closure, conduit/innerduct,
                    and core drilling.

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

               (d)  48 Volt Power.  Provides 48 volt power to the AT&T
                    collocated equipment.  Charged on a per ampere basis.

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

               (f)  Inspector Labor.  Provides for the U S WEST qualified
                    personnel necessary when AT&T requires access to the POI
                    after the initial installation or access to its physical
                    collocation floor space, where an
<PAGE>

                                                                          Part A

                    escort is required. A call-out of an inspector after
                    business hours is subject to a minimum charge of four (4)
                    hours. Maintenance Labor, Inspector Labor, Engineering Labor
                    and Equipment Labor business hours are considered to be
                    Monday through Friday, 8:00 a.m. to 5:00 p.m. and after
                    business hours are after 5:00 p.m. and before 8:00 a.m.,
                    Monday through Friday, all day Saturday, Sunday and
                    holidays.

               (g)  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 U S WEST network is of
                    sufficient length to require regeneration.

               (h)  U S WEST will provide external synchronization when
                    available.

               (i)  U S WEST will provide 20 hertz ringing supply when
                    available.

        40.4.2  Physical Collocation Rate Elements

                The following rate elements apply only to physical collocation
                arrangements:

        (a)  Enclosure Buildout. The Enclosure Buildout element, either Cage or
             Hardwall, includes the material and labor to construct the
             enclosure specified by AT&T or AT&T may choose from U S WEST
             approved contractors to construct the cage, meeting U S WEST's
             installation Technical Publication 77350. It includes the enclosure
             (cage or hardwall), air conditioning (to support AT&T loads
             specified), lighting (not to exceed 2 watts per square foot), and
             convenience outlets (3 per cage or the number required by building
             code for the hardwall enclosure). Also provides for humidification,
             if required. Pricing for Enclosure Buildout will be provided on an
             individual basis due to the uniqueness of AT&T's requirements,
             central office structure and arrangements.

        (b)  Floor Space Rental.  This element provides for the rental of the
             floor space provided to AT&T pursuant to a physical collocation
             arrangement.

        40.4.3  Virtual Collocation Rate Elements

                The following rate elements apply only to virtual collocation
                arrangements:

                              (a) Maintenance Labor. Provides for the labor
                    necessary for repair of out of service and/or service
                    affecting conditions and preventative maintenance of the
                    AT&T virtually collocated equipment. AT&T is responsible for
                    ordering maintenance spares. U S WEST will perform
                    maintenance and/or repair work upon receipt of the
                    replacement maintenance spare and/or equipment for AT&T. A
                    call-out of a maintenance technician after business hours is
                    subject to a minimum charge of four (4) hours. Maintenance
                    Labor, Inspector Labor, Engineering Labor and Equipment
                    Labor business hours are considered to be Monday through
                    Friday, 8:00 a.m. to 5:00 p.m. and after business hours are
                    after 5:00 p.m. and before 8:00 a.m., Monday through Friday,
                    all day Saturday, Sunday and holidays.
<PAGE>

                                                                          Part A


                              (b) Training Labor. Provides for the billing of
                    vendor-provided training for U S WEST personnel on a
                    metropolitan service area basis, necessary for AT&T
                    virtually collocated equipment which is different from
                    equipment used by U S WEST. U S WEST will require three (3)
                    U S WEST employees to be trained per metropolitan service
                    area in which the AT&T virtually collocated equipment is
                    located. If, by an act of U S WEST, trained employees are
                    relocated, retired, or are no longer available, U S WEST
                    will not require AT&T to provide training for additional U S
                    WEST employees for the same virtually collocated equipment
                    in the same metropolitan area. Fifty percent (50%) of the
                    amount of training billed to AT&T will be refunded to AT&T,,
                    should a second collocator or U S WEST in the same
                    metropolitan area select the same virtually collocated
                    equipment as AT&T. The second collocator or U S WEST will be
                    charged one half of the original amount paid by AT&T for the
                    same metropolitan area.

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

               (d)  Engineering Labor.  Provides the planning and engineering of
                    the AT&T virtually collocated equipment at the time of
                    installation, change or removal.

                              (e) Installation Labor. Provides for the
                    installation, change or removal of the AT&T virtually
                    collocated equipment.

   40.5 Collocation Installation Intervals

               40.5.1 U S WEST shall have a period of thirty (30) calendar days
               after receipt by AT&T of a Request for Collocation to provide
               AT&T with a written quotation containing all nonrecurring charges
               and fees for the requested collocation (the "Quotation
               Preparation Period").  AT&T shall make payment of fifty percent
               (50%) of the nonrecurring charges and fees upon acceptance of the
               quotation ("Initial Payment") with the remainder due upon
               completion of the construction.  In the event AT&T disputes the
               amount of U S WEST's proposed nonrecurring charges and fees, AT&T
               shall deposit fifty percent (50%) of the nonrecurring charges and
               fees into an interest bearing escrow account prior to the
               commencement of construction ("Initial Deposit").  The remainder
               of the nonrecurring charges and fees shall be deposited into the
               escrow account upon completion of the construction.  Upon
               resolution of the dispute, the escrow agent shall distribute
               amounts in the account in accordance with the resolution of such
               dispute and any interest that has accrued with respect to amounts
               in the account shall be distributed proportionately to the
               Parties. U S WEST shall complete installation pursuant to the
               AT&T Request for Collocation within a maximum of three (3) months
               after the Initial Payment or Initial Deposit for physical or
               virtual collocation.
<PAGE>

                                                                          Part A

               If there is a dispute between U S WEST and AT&T regarding the
               amount of any nonrecurring charges and fees, such dispute shall
               be resolved in accordance with Section 27 above. The pendency of
               any such dispute shall not affect the obligation of U S WEST to
               complete collocation within the installation intervals described
               above.

41.  Technical References - Collocation

Subject to Sections 1.3.1 and 1.3.2 of this Part A of this Agreement, U S WEST
shall provide collocation in accordance with the following standards:

          41.1   Institute of Electrical and Electronics Engineers (IEEE)
          Standard 383, IEEE Standard for Type Test of Class 1 E Electric
          Cables, Field Splices, and Connections for Nuclear Power Generating
          Stations;

          41.2   National Electrical Code (NEC), use most recent issue;

          41.3   TA-NPL-000286, NEBS Generic Engineering Requirements for System
          Assembly and Cable Distribution, Issue 2 (Bellcore, January 1989);

          41.4   TR-EOP-000063 Network Equipment-Building System (NEBS) Generic
          Equipment Requirements, Issue 3, March 1988;

          41.5   TR-EOP-000151, Generic Requirements for 24-, 48-, 130-, and
          140- Volt Central Office Power Plant Rectifiers, Issue 1 (Bellcore,
          May 1985);

          41.6   TR-EOP-000232, Generic Requirements for Lead-Acid Storage
          Batteries, Issue 1 (Bellcore, June 1985);

          41.7   TR-NWT-000154, Generic Requirements for 24-, 48-, 130, and 140-
          Volt Central Office Power Plant Control and Distribution Equipment,
          Issue 2 (Bellcore, January 1992);

          41.8   TR-NWT-000295, Isolated Ground Planes: Definition and
          Application to Telephone Central Offices, Issue 2 (Bellcore, July
          1992) ;

          41.9   TR-NWT-000840, Supplier Support Generic Requirements (SSGR), (A
          Module of LSSGR, FR-NWT-000064), Issue 1 (Bellcore, December 1991);

          41.10  TR-NWT-001275 Central Office Environment Installations/Removal
          Generic Requirements, Issue 1, January 1993; and

          41.11  Underwriters' Laboratories Standard, UL 94.

42.  Number Portability


     42.1 Interim Number Portability (INP)

          42.1.1 General Terms
<PAGE>

                                                                          Part A


          (a)    The Parties shall provide Interim Number Portability (INP)
                 on a reciprocal basis to the extent technically feasible.

                         (b)  Until permanent number portability is implemented
                 by the industry pursuant to regulations issued by the FCC or
                 the Commission, the Parties agree to provide INP to each other
                 through Remote Call Forwarding, Direct Inward Dialing, or other
                 appropriate means as agreed to by the Parties.

                         (c)  Once permanent number portability is implemented
                 pursuant to FCC or Commission regulation, either Party may
                 withdraw, at any time and at its sole discretion, its INP
                 offerings, subject to advance notice to the other Party with
                 sufficient time to allow for coordination to allow the seamless
                 and transparent conversion of INP Customer numbers to permanent
                 number portability. Upon implementation of permanent number
                 portability pursuant to FCC regulations, both Parties agree to
                 conform and provide such permanent number portability. The
                 Parties agree to expeditiously convert Customers from interim
                 number portability to permanent number portability, provided
                 that the interim service is not removed until the Customer has
                 been converted.

                         (d)  U S WEST will update and maintain its Line
                 Information Database ("LIDB") listings for numbers retained by
                 AT&T and its Customer, and restrict or cancel calling cards
                 associated with these forwarded numbers as directed by AT&T.
                 Further, U S WEST will not block third party and collect calls
                 to those numbers unless requested by AT&T.

          (e)    The ordering Party shall specify, on a per telephone number
                 basis, which method of INP is to be employed and the providing
                 Party shall provide such method to the extent technically
                 feasible.

          (f)    Where either Party has activated an entire NXX, or activated a
                 substantial portion of an NXX with the remaining numbers in
                 that NXX either reserved for future use or otherwise unused, if
                 these Customer(s) choose 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.

          42.1.2 Description Of Service

                         (a)  Interim Number Portability Service ("INP") is a
                 service arrangement that can be provided by U S WEST to AT&T or
                 by AT&T to U S WEST.
<PAGE>

                                                                          Part A

                         (b)  INP applies to those situations where an end-user
                 Customer elects to change service providers, and such Customer
                 also wishes to retain its existing or reserved telephone
                 number(s). INP consists of providing the capability to route
                 calls placed to telephone numbers assigned to one Party's
                 switches to another Party's switches.

                         (c)  INP is available as INP-Remote Call Forwarding
                 ("INP-RCF") permitting a call to a U S WEST assigned telephone
                 number to be translated to AT&T's dialable local number. AT&T
                 may terminate the call as desired. Additional capacity for
                 simultaneous call forwarding is available where technically
                 feasible on a per path basis. AT&T will need to specify the
                 number of simultaneous calls to be forwarded for each number
                 ported.

                         (d)  DID is another INP method that makes use of direct
                 inward dialing trunks. Each DID trunk group used for INP is
                 dedicated to carrying DID INP traffic between the U S WEST end
                 office and the AT&T switch. Traffic on these trunks cannot
                 overflow to other trunks, so the number of trunks shall be
                 conservatively engineered by U S WEST. Also, inter-switch
                 signaling is usually limited to multi-frequency (MF). This
                 precludes passing Calling Line ID to the AT&T switch.

                         (e)  RI-PH will route a dialed call to the U S WEST
                 switch associated with the NXX of the dialed number. The U S
                 WEST switch shall then insert a prefix onto the dialed number
                 which identifies how the call is to be routed to AT&T. The
                 prefixed dialed number is transmitted to the U S WEST tandem
                 switch to which AT&T is connected. Route indexing is only
                 available with seven (7) digit local dialing.

                         (f)  The prefix is removed by the operation of the
                 tandem switch and the dialed number is routed to AT&T's switch
                 so the routing of the call can be completed by AT&T.

                                   i.   DN-RI is a form of RI-PH that requires
                     direct trunking between the U S WEST switch to which the
                     ported number was originally assigned and the AT&T switch
                     to which the number has been ported. The U S WEST switch
                     shall send the originally dialed number to the AT&T switch
                     without a prefix.

                                   ii.  U S WEST shall provide RI-PH or DN-RI on
                     an individual telephone number basis, as designated by
                     AT&T. Where technically feasible, calls to ported numbers
                     are first directed to the AT&T switch over direct trunks
                     but may overflow to tandem trunks if all trunks in the
                     direct group are occupied.

                 iii.  For both RI-PH and DN-RI the trunks used may, at
                       AT&T's option, be the same as those used for exchange of
                       other local traffic with
<PAGE>

                                                                          Part A

                       U S WEST. At AT&T's option, the trunks shall employ SS7
                       or in band signaling and may be one way or two way.

          (g) INP is subject to the following restrictions:

                                   i.   An INP telephone number may be assigned
                         by AT&T only to AT&T's Customers located within U S
                         WEST's local calling area and toll rating area that is
                         associated with the NXX of the ported number. This is
                         to prevent the possibility of Customers using number
                         portability to extend the local calling area.

                                   ii.  INP is applicable only if AT&T is
                         engaged in a reciprocal traffic exchange arrangement
                         with U S WEST.

                                   iii. INP is not offered for NXX Codes 555,
                         976, 960 and 1+ sent-paid telephones, and Service
                         Access Codes (i.e., 500, 700, 800/888, 900). INP is not
                         available for FGA seven-digit numbers (including
                         foreign exchange (FEX), FX and FX/ONAL and foreign
                         Central Office service). Furthermore, INP numbers may
                         only be used consistent with network efficiency and
                         integrity, i.e., inhibitions on mass calling events.

                                   iv.  The ported telephone number will be
                         returned to the switch which originally had the ported
                         number when the ported service is disconnected. The
                         normal intercept announcement will be provided by the
                         porting company for the period of time until the
                         telephone number is reassigned.

                                   v.   Within thirty (30) days after a request
                         by AT&T, U S WEST shall provide AT&T a list of those
                         features that are not available for INP telephone
                         numbers due to technical limitations.

       42.1.3 Ordering and Maintenance

                              (a)  AT&T is responsible for all direct
                interactions with AT&T's end users with respect to ordering and
                maintenance.

                              (b)  U S WEST shall exchange with AT&T SS7 TCAP
                messages as required for the implementation of Custom Local Area
                Signaling Services (CLASS) or other features available in the
                U S WEST network.
<PAGE>

                                                                          Part A

                              (c)  Each Parties' designated INP switch must
                return answer and disconnect supervision to the other Party's
                switch.

          (d)   U S WEST shall disclose to AT&T any technical or capacity
                limitations that would prevent use of a requested INP in a
                particular switching office.

                              (e)  The Parties will develop and implement an
                efficient deployment process to ensure call routing integrity
                for toll and local calls, with the objective to eliminate
                Customer downtime.

                              (f)  For INP, AT&T shall have the right to use the
                existing U S WEST 911 infrastructure for all 911 capabilities.
                When RCF is used for AT&T subscribers, both the ported numbers
                and shadow numbers shall be stored in the ALI databases. AT&T
                shall have the right to verify the accuracy of the information
                in the ALI databases via direct connection to the SCC ALI
                database pursuant to the same process and procedures SCC makes
                available to U S WEST.

  42.2 Permanent Number Portability (PNP)

                    42.2.1  Upon implementation of Permanent Number Portability
               (PNP) pursuant to FCC regulations, both Parties agree to conform
               and provide such Permanent Number Portability. To the extent
               consistent with the FCC rules as amended from time to time, the
               requirements for PNP shall include the following:

                    42.2.2  Subscribers must be able to change local service
               providers and retain the same telephone number(s) consistent with
               FCC rules and regulations.

       42.2.3  The PNP network architecture shall not subject alternate local
               exchange carriers to any degradation of service compared to U S
               WEST in any relevant measure, including transmission quality,
               switching and transport costs, increased call set-up time and
               post-dial delay, and AT&T shall not be required to rely on the U
               S WEST network for calls completing to its ported Customers.

       42.2.4  When an office is equipped with PNP, in accordance with the
               procedures specified by the North American Numbering Council, the
               NXXs in the office shall be defined as portable and translations
               will be changed in the Parties' switches to open those NXXs for
               database queries.

       42.2.5  When an NXX is defined as portable, it shall also be defined
               as portable in all PNP-capable offices which have direct trunks
               to the given switch.

                    42.2.6. Upon introduction of PNP in a Metropolitan
               Statistical Area ("MSA"), the applicable switches will be
               converted according to a published
<PAGE>

                                                                          Part A

               schedule with no unreasonable delay. All portable NXXs shall be
               recognized as portable, with queries launched from these
               switches.

                    42.2.7  Prior to implementation of PNP, the Parties agree to
               develop, implement, and maintain efficient methods to maintain
               911 database integrity when a subscriber ports to another service
               provider.  The Parties agree that the Customer should not be
               dropped from the 911 database during the transition.

       42.2.8  When a subscriber ports to another service provider and has
               previously secured a reservation of line numbers from the donor
               provider for possible activation at some future point, these
               reserved but inactive numbers shall "port" along with the active
               numbers being ported by the subscriber.  So long as AT&T
               maintains the reserved numbers, U S WEST shall not reassign said
               numbers.  The Parties will allocate the revenue generated from
               number reservations in accordance with a schedule to be mutually
               agreed upon by the Parties within ninety (90) days after a
               request by AT&T.  U S WEST shall provide AT&T the ability to
               reserve numbers.

                    42.2.9  During the process of porting a subscriber, the
               donor service provider shall implement the 10-Digit trigger
               feature, when the technology is made available in each switch in
               accordance with the schedules adopted by the FCC. When the donor
               provider receives the porting request, the unconditional trigger
               shall be applied to the subscriber's line at the time that has
               been agreed to via the Western Region LNP Operations Guidelines
               in order to overcome donor network time delays in the
               disconnection of the subscriber. Alternatively, when an
               activation notice is sent to an NPAC to trigger a broadcast to
               service provider databases, the donor switch shall have its
               translations changed to disconnect the subscriber's line within
               thirty (30) minutes or less after the donor network Local SMS's
               has received the broadcast. Porting requests that require
               coordination between service providers, in accordance with the
               guidelines, will be handled on a case-by-case basis and will not
               be covered by the above./24/

                    42.2.10 Both AT&T and U S WEST shall:

               (a) support all emergency and Operator Services.

                         (b) use scarce numbering resources efficiently and
                   administer such resources in a competitively neutral manner.

                         (c) jointly cooperate with each other to provide the
                   information necessary to rate and bill all types of calls.

               (d) jointly cooperate with each other to apply PNP consistently
                   on a nationwide basis, and in accordance with all FCC
                   directives.

       42.2.11 A ten-digit code, consistent with the North American
               Numbering Plan, shall be used as a network address for each
               switch that terminates subscriber lines, i.e., an end office.
               This address shall support existing six-digit routing and may be

--------------------------------
/24/ MCI Order at pg. 3, Issue 13 and as subsequently agreed by the Parties
<PAGE>

                                                                          Part A

                   implemented without changes to existing switch routing
                   algorithms. In existing end offices, this address shall be
                   selected from one of its existing NPA-NXXs. New end offices
                   shall be assigned an address through normal administrative
                   processes.

          42.2.12  PNP employs an "N-1" (N minus 1) Query Strategy for interLATA
                   or intraLATA toll calls, by which the originating carrier
                   will pass the call to the appropriate toll carrier who will
                   perform a query to an external routing database and
                   efficiently route the call to the appropriate terminating
                   local carrier either directly or through an access tandem
                   office.

          42.2.13  U S WEST shall furnish AT&T with the first six (6) digits of
                   the originating address when it supplies AT&T with the
                   Jurisdiction Information Parameter for the originating
                   address message.

          42.2.14  U S WEST agrees to begin the introduction of PNP to end user
                   subscribers who may begin changing local service providers
                   and retaining their existing telephone number based on the
                   time line set out by the FCC in its Telephone Number
                   Portability Order (CC Docket No. 95-116), or in accordance
                   with a Commission order if such time for introduction of PNP
                   set by the Commission is earlier than would result under the
                   FCC Order.

          42.2.15  The generic requirements for the PNP alternative will be
                   implemented in accordance with industry standard
                   specifications.

          42.2.16  For a local call to a ported number, the originating carrier
                   is the "N-1" carrier. It will perform an external database
                   query as soon as the call reaches the first PNP-capable
                   switch in the call path and pass the call to the appropriate
                   terminating carrier. A PNP-capable originating switch shall
                   query on a local call to a portable NXX as soon as it
                   determines that it (the originating switch) does not serve
                   the dialed number.

                         42.2.17  U S WEST shall be the default carrier for
                   database queries where AT&T is unable to perform its own
                   query due to abnormal conditions. AT&T shall be the default
                   carrier for database queries where U S WEST is unable to
                   perform its own query due to abnormal conditions.

          42.2.18  U S WEST will provide AT&T PNP for subscribers moving to a
                   different location, or staying at the same location, within
                   the same rate center area.

                         42.2.19  U S WEST will work cooperatively with other
                   local service providers to establish the Western Region
                   Number Portability Administration Center/Service Management
                   System (SMS). The SMS shall be administered by a neutral
                   third party to provide for the efficient porting of numbers
                   between carriers. There must be one (1) exclusive NPAC per
                   portability State or region,
<PAGE>

                                                                          Part A

                    and U S WEST shall provide all information uploads and
                    downloads regarding ported numbers to/from, respectively,
                    the exclusive NPAC. U S WEST and AT&T shall cooperate to
                    facilitate the expeditious deployment of PNP through the
                    process prescribed by the FCC, including, but not limited
                    to, participation in the selection of a neutral third party
                    and development of SMS, as well as SMS testing for effective
                    procedures, electronic system interfaces, and overall
                    readiness for use consistent with that specified for
                    provisioning in this Agreement.

     42.3   Requirements for INP and NP

            42.3.1  [Intentionally left blank for numbering consistency]

                         42.3.2   Cut-Over Process

                                  The Parties shall cooperate in the process of
                    porting numbers from one carrier to another so as to limit
                    service outage for the ported subscriber. This shall
                    include, but not be limited to, each Party updating its
                    respective network element translations within fifteen (15)
                    minutes following notification by the industry SMS, or
                    ported-to local service provider, and deploying such
                    temporary translations as may be required to minimize
                    service outage, e.g., unconditional triggers. In addition,
                    AT&T shall have the right to determine who initiates the
                    order for INP in specific cut-over situations. The time
                    frames in this paragraph shall be pursuant to Generic
                    Requirements for SCP Application and GTT Function for Number
                    Portability, Issue 0.99, January 6, 1997 and subsequent
                    versions which may be adopted from time to time. The Parties
                    shall cooperate to review and, if necessary, adjust the
                    above time frame based on their actual experiences./25/

                         42.3.3   Testing

                                  U S WEST and AT&T shall cooperate in
                    conducting AT&T's testing to ensure interconnectivity
                    between systems. U S WEST shall inform AT&T of any system
                    updates that may affect the AT&T network and U S WEST shall,
                    at AT&T's request, perform tests to validate the operation
                    of the network. Additional testing requirements may apply as
                    specified by this Agreement.

                         42.3.4   Engineering and Maintenance

                                        (a)   U S WEST and AT&T will cooperate
                         to ensure that performance of trunking and signaling
                         capacity is engineered and managed at levels which are
                         at least the same level of service as provided by U S
                         WEST to its subscribers and to ensure effective
                         maintenance testing through activities such as routine
                         testing practices, network trouble isolation processes
                         and review of operational elements for translations,
                         routing and network fault isolation.

_____________________________________
/25/ MCI Order at pg. 3, Issue 13
<PAGE>

                                                                          Part A

                                        (b)   Additional specific engineering
                         and maintenance requirements shall apply as specified
                         in this Agreement.

          42.3.5    Recording and Billing

                                   The Parties shall provide each other with
                    accurate billing and subscriber account record exchange data
                    necessary for billing their subscribers whose numbers have
                    been ported.

          42.3.6    Operator Services and Directory Assistance

                                   With respect to Operator Services and
                    Directory Assistance associated with NP for AT&T
                    subscribers, U S WEST shall provide the following:

                    (a)  While INP is deployed and prior to conversion to PNP:

                         i.   The Parties acknowledge that technology, as of the
                              Effective Date of this Agreement, does not permit
                              the provision of BLV/BLI to ported numbers. When
                              such becomes available in the U S WEST network,
                              such technology shall be made available to AT&T.

                         ii.  U S WEST shall allow AT&T to order provisioning of
                              Telephone Line Number (TLN) calling cards and
                              Billed Number Screening (BNS), in its LIDB, for
                              ported numbers, as specified by AT&T. U S WEST
                              shall continue to allow AT&T access to its LIDB.
                              Other LIDB provisions are specified in this
                              Agreement.

                         iii. Where U S WEST has control of directory listings
                              for NXX codes containing ported numbers, U S WEST
                              shall maintain entries for ported numbers as
                              specified by AT&T in accordance with the Listings
                              Section of this Agreement.

                    (b)  When PNP is in place:

                         i.   The provisions in Section 42.3.6 preceding, shall
                              apply when PNP is in place.

                         ii.  If Integrated Services Digital Network User Part
                              (ISUP) signaling is used, U S WEST shall provide
                              the Jurisdiction Information Parameter in the SS7
                              Initial Address Message. (See Generic Switching
                              and Signaling Requirements for Number Portability,
                              Issue 1.0, February 12, 1996 (Editor - Lucent
                              Technologies, Inc.)).

                         iii. The Parties shall provide, when received from the
                              NPAC, a 10-Digit Global Title Translation (GTT)
                              Node for routing queries for TCAP-based Operator
                              Services (e.g., LIDB). The acquiring company will
                              provide the GTT to the NPAC. The NPAC will
                              distribute this information to the donor company
                              and all other parties.
<PAGE>

                         iv.  U S WEST OSS shall meet all requirements specified
                              in "Generic Operator Services Switching
                              Requirements for Number Portability," Issue 1.1,
                              June 20, 1996, as updated from time to time.

43.  Dialing Parity


     43.1 The Parties shall provide dialing parity to each other as required
          under Section 251(b)(3) of the Act or state law or regulation as
          appropriate.

     43.2 U S WEST shall ensure that all AT&T Customers experience the same
          dialing parity as similarly-situated Customers of U S WEST services,
          such that, for example, for all call types: (a) an AT&T Customer is
          not required to dial any greater number of digits than a similarly-
          situated U S WEST Customer; and (b) the AT&T Customer may retain its
          local telephone number, so long as the Customer continues receiving
          service in the same central office serving area.

44.  Directory Listings


     44.1 Directory Listings General Requirements

          44.1.1  This Section 44 pertains to Directory Listings requirements
                  for the appearance of AT&T end user directory listings in
                  Directory Assistance service or directory product.

          44.1.2  U S WEST shall include in its master directory listing
                  database all list information for AT&T Customers.

          44.1.3  U S WEST shall not sell or license, nor allow any third party,
                  the use of AT&T Customer Listings without the prior written
                  consent of AT&T. U S WEST shall not disclose nor allow any
                  third party to disclose non-listed name or address information
                  for any purpose other than what may be necessary to complete
                  directory distribution.

          44.1.4  AT&T Customer listings in the U S WEST Directory Assistance
                  database and directory listing database shall be co-mingled
                  with listings of U S WEST and other CLEC Customers./26/

          44.1.5  Each AT&T Customer Primary Listing shall be provided, at no
                  charge, the same white page listings that U S WEST provides
                  its Customers./27/

          44.1.6  Each AT&T business Customer Primary Listing shall be provided,
                  at no charge, the same yellow page classified courtesy
                  listings that U S WEST provides its Customers./28/

______________________________
/26/ MCI Order at pg. 11, Issue 36, first paragraph - third sentence and second
paragraph - first and second sentences.
/27/ MCI Order at pg. 11, Issue 36, first paragraph - first sentence
/28/ MCI Order at pg. 11, Issue 36, first paragraph - first sentence
<PAGE>

                                                                          Part A

          44.1.7  U S WEST shall also ensure that its directory publisher
                  publishes all types of listings for AT&T Customers that are
                  available to U S WEST Customers under the same terms, and
                  conditions, including, but not limited to:/29/

                  (a)   Foreign listings
                  (b)   Reference listings
                  (c)   Information listings
                  (d)   Alternate call listings
                  (e)   Multi-line listings
                  (f)   Multi-line/Multi-owner listings

          44.1.8  AT&T end user listings properly identified by AT&T as State,
                  Local, and Federal government listings shall be appropriately
                  coded in the U S WEST Directory Listing database. U S WEST
                  will provide government code information to AT&T.

          44.1.9  The listing and handling of AT&T listed and non-listed
                  telephone numbers shall be at least at parity with that
                  provided by U S WEST to its own Customers, including AT&T
                  customers who have ported telephone numbers from U S WEST.

          44.1.10 U S WEST shall ensure that its directory publisher publishes
                  AT&T sales, service, billing, and repair information for
                  business and residential Customers, along with the AT&T logo
                  in the customer information/guide pages of each directory at
                  no charge to AT&T./30/

          44.1.11 U S WEST is responsible for maintaining Listings, including
                  entering, changing, correcting, rearranging and removing
                  Listings in accordance with AT&T orders. Upon request, and at
                  least one (1) month prior to a given white page directory
                  close, a method of reviewing and correcting Listings will be
                  provided.

          44.1.12 AT&T shall receive commissions from U S WEST's directory
                  publisher by all compensation generated by such advertising at
                  the same rate paid, if any, to U S WEST or any of its
                  Affiliates as specified in the directory publishing agreement
                  between U S WEST and U S WEST Dex and any other Affiliate or
                  in any other written agreement./31/

          44.1.13 U S WEST will permit AT&T Customers to place orders for
                  Premium Listings and privacy listings. AT&T will be charged
                  for Premium Listings and privacy listings at U S WEST's
                  general exchange tariff rates less the wholesale discount
                  rate. The Premium and privacy listing charges will be billed
                  to AT&T and itemized at the telephone number sub-account
                  level.

          44.1.14        U S WEST shall ensure a third party distributes
                  appropriate alphabetical and classified directories (white and
                  yellow pages) and recycling services to AT&T Customers at
                  parity with U S WEST end users, including providing
______________________________
/29/ MCI Order at pg. 11, Issue 36, first paragraph - second sentence
/30/ MCI Order at pg. 11, Issue 36, third paragraph
/31/ Final Arbitration Order at pg. 10
<PAGE>

                  directories, a) upon establishment of new service; b) during
                  annual mass distribution; and c) upon Customer request.

          44.1.15  [Intentionally left blank for numbering consistency.]/32/

          44.1.16 U S WEST will provide the option of having CENTREX users
                  listed when AT&T purchases CENTREX type services for resale.

          44.1.17  [Intentionally left blank for numbering consistency.]/33/


44.2 Scope

     44.2 Scope

          44.2.1  AT&T grants U S WEST a non-exclusive license to incorporate
                  Listings information into its Directory Assistance database.
                  AT&T shall select one of two options for U S WEST's use of
                  Listings and dissemination of Listings to third parties.

                  EITHER:

                   (a) Treat the same as U S WEST's end user listings - No prior
                       authorization is needed for U S WEST to release Listings
                       to directory publishers or other third parties. U S WEST
                       will incorporate Listings information in all existing and
                       future Directory Assistance applications developed by U S
                       WEST. AT&T authorizes U S WEST to sell and otherwise make
                       Listings available to directory publishers.. Listings
                       shall not be provided or sold in such a manner as to
                       segregate end users by carrier.

                   OR:

                   (b) Restrict to U S WEST's Directory Assistance Services --
                       Prior authorization required from AT&T for all other
                       uses. AT&T makes its own, separate agreements with U S
                       WEST, third Parties and directory publishers for all uses
                       of its listings beyond Directory Assistance. U S WEST
                       will sell or provide Listings to directory publishers
                       (including U S WEST's publisher affiliate) or other third
                       Parties only after the third party presents proof of
                       AT&T's authorization. Listings shall not be provided or
                       sold in such a manner as to segregate end users by
                       carrier.

__________________________________
/32/ Final Arbitration Order at pg. 11
/33/ Final Arbitration Order at pg. 12
<PAGE>

                                                                          Part A

                   (c) U S WEST shall be entitled to retain all revenue
                       associated with any sales pursuant to subparagraphs (a)
                       and (b) above./34/

          44.3    U S WEST will take reasonable steps in accordance with
                  industry practices to accommodate non-published and non-listed
                  Listings provided that AT&T has supplied U S WEST the
                  necessary privacy indicators on such Listings.

     44.4 AT&T Responsibilities

          44.4.1  AT&T agrees to provide to U S WEST its end user names,
                  addresses and telephone numbers in a standard mechanized
                  format, as utilized by U S WEST.

          44.4.2  AT&T will supply its ACNA/CIC or CLCC/OCN, as appropriate,
                  with each order to provide U S WEST the means of identifying
                  listings ownership.

          44.4.3  AT&T represents the end user information provided to U S WEST
                  is accurate and correct. AT&T further represents that it has
                  reviewed all listings provided to U S WEST, including end user
                  requested restrictions on use such as non-published and non-
                  listed.

          44.4.4  AT&T is responsible for dealings with, and on behalf of,
                  AT&T's end users on the following subjects:

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

                  b)  All account maintenance activity, e.g., additions,
                      changes, issuance of orders for Listings to U S WEST.

                  a)  Determining privacy requirements and accurately coding the
                      privacy indicators for AT&T's end user information. If end
                      user information provided by AT&T to U S WEST does not
                      contain a privacy indicator, no privacy restrictions will
                      apply.


45.  [Intentionally left blank for numbering consistency.]

46.    U S WEST Dex Issues

46.1   U S WEST and AT&T agree that certain issues, such as yellow page
       advertising, directory distribution, access to call guide pages, and
       yellow page listings, will be the subject of negotiations between AT&T
       and directory publishers. U S WEST acknowledges that AT&T may request U S
       WEST to facilitate discussions between AT&T and U S WEST Dex./35/

___________________________________
/34/ Final Arbitration Order at pg. 13
/35/ Final Arbitration Order at pg. 13
<PAGE>

47.  Access to Poles, Ducts, Conduits, and Rights of Way

     47.1 Each Party shall provide the other Party nondiscriminatory access to
          poles, ducts, rights-of-way and conduits it controls on terms,
          conditions and prices as described herein. While the language in
          Section 47 describes the provision of poles, ducts, rights-of-way and
          conduits by U S WEST to AT&T, the language in this Section shall apply
          reciprocally to the provision of poles, ducts, rights-of-way and
          conduits by AT&T to U S WEST on terms, conditions and prices
          comparable to those described herein./36/

     47.2 [Intentionally left blank for numbering consistency]

     47.3 Definitions

          "Poles, ducts, conduits and ROW" refer to all the physical facilities
          and legal rights which provide for access to pathways across public
          and private property. These include poles, pole attachments, ducts,
          innerducts, conduits, building entrance facilities, building entrance
          links, equipment rooms, remote terminals, cable vaults, telephone
          closets, building risers, rights-of- way, or any other requirements
          needed to create pathways. These pathways may run over, under, across
          or through streets, traverse private property, or enter multi-unit
          buildings. A Right-of-Way ("ROW") is the right to use the land or
          other property owned, leased, or controlled by any means by U S WEST
          to place poles, ducts, conduits and ROW or to provide passage to
          access such poles, ducts, conduits and ROW. A ROW may run under, on,
          or above public or private property (including air space above public
          or private property) and shall include the right to use discrete space
          in buildings, building complexes, or other locations.

     47.4 Requirements

          47.4.1  U S WEST shall make poles, duct, conduits and ROW available to
                  AT&T upon receipt of a request for use within the time periods
                  provided in this Section, providing all information necessary
                  to implement such use and containing rates, terms and
                  conditions, including, but not limited to, maintenance and use
                  in accordance with this Agreement and at least equal to those
                  which it affords itself, its Affiliates and others. Other
                  users of these facilities, including U S WEST, shall not
                  interfere with the availability or use of the facilities by
                  AT&T.

          47.4.2  Within ten (10) Business Days of AT&T's request for specific
                  poles, ducts, conduits, or ROW, U S WEST shall provide any
                  information in its possession or available to it regarding the
                  environmental conditions of such requested poles, ducts,
                  conduits or ROW route or location including, but not limited
                  to, the existence and condition of asbestos, lead paint,
                  hazardous substance contamination, or radon. Information is
                  considered "available" under this Agreement if it is in U S
                  WEST's possession or files, or the possession of an agent,
                  contractor, employee, lessor, or tenant of U S WEST's that
                  holds such information on U S WEST's behalf. If the poles,
                  ducts, conduits or ROW contain

/36/ Final Arbitration Order at pg. 16
<PAGE>

                                                                          Part A

               such environmental contamination, making the placement of
               equipment hazardous, U S WEST shall offer alternative poles,
               ducts, conduits or ROW for AT&T's consideration. U S WEST shall
               allow AT&T to perform any environmental site investigations,
               including, but not limited to, Phase I and Phase II environmental
               site assessments, as AT&T may deem to be necessary.

     47.4.3    U S WEST shall not prevent or delay any third party assignment
               of ROW to AT&T.

               U S WEST shall offer the use of such poles, ducts, conduits and
               ROW it has obtained from a third party to AT&T, to the extent
               such agreement does not prohibit U S WEST from granting such
               rights to AT&T. They shall be offered to AT&T on the same terms
               as are offered to U S WEST. AT&T shall reimburse U S WEST for U S
               WEST's reasonable costs, if any, incurred as a result of the
               exercise of its eminent domain authority on behalf of AT&T in
               accordance with the provisions of this paragraph.

     47.4.5    U S WEST shall provide AT&T equal and non-discriminatory access
               to poles, ducts, conduit and ROW and any other pathways on terms
               and conditions equal to that provided by U S WEST to itself or to
               any other Person. Further, U S WEST shall not preclude or delay
               allocation of these facilities to AT&T because of the potential
               needs of itself or of other Person, except a maintenance spare
               may be retained as described below.

     47.4.6    U S WEST shall not attach, or permit other entities to attach
               facilities on, within or overlashed to existing AT&T facilities
               without AT&T's prior written consent.

     47.4.7    U S WEST and AT&T agree to provide current detailed engineering
               and other plant records and drawings for specific requests for
               poles, ducts, conduit and ROW, including facility route maps at a
               city level, and the fees and expenses incurred in providing such
               records and drawings on the earlier of twenty (20) Business Days
               from the date of request or the time within which U S WEST
               provides this information to itself or any other Person. Such
               information shall be of equal type and quality as that which is
               available to U S WEST's or AT&T's own engineering and operations
               staff. Either Party shall also allow personnel designated by the
               other Party to jointly examine, at no cost to the other Party for
               such personnel, such engineering records and drawings for a
               specific local routing at Central Offices and engineering offices
               upon ten (10) days' written notice. U S WEST and AT&T acknowledge
               that the request for information and the subject matter related
               to the request made under this Section shall be treated as
               Proprietary Information./37/

     47.4.8    U S WEST shall provide to AT&T a Single Point of Contact for
               negotiating all structure lease and ROW arrangements.

     47.4.9    U S WEST shall provide information regarding the availability and
               condition of poles, ducts, conduit and ROW within five (5)
               Business Days of AT&T's request if
______________________________________
/37/ Final Arbitration Order at pg. 18
<PAGE>

               the information then exists in U S WEST's records (a records
               based answer) and within twenty (20) Business Days of AT&T's
               request if U S WEST must physically examine the poles, ducts,
               conduits and ROW (a field based answer) ("Request"). AT&T shall
               have the option to be present at the field based survey and U S
               WEST shall provide AT&T at least twenty-four (24) hours' notice
               prior to the start of such field survey. During and after this
               period, U S WEST shall allow AT&T personnel to enter manholes and
               equipment spaces and view pole structures to inspect such
               structures in order to confirm usability or assess the condition
               of the structure. U S WEST shall send AT&T a written notice
               confirming availability pursuant to the Request within such
               twenty (20) day period ("Confirmation").

     47.4.10   For the period beginning at the time of the Request and ending
               ninety (90) days following Confirmation, either U S WEST or AT&T
               shall reserve such poles, ducts, conduit and ROW for the other
               Party and shall not allow any use thereof by any third Party,
               including the Party providing Confirmation. The Party requesting
               access shall elect whether or not to accept such poles, ducts,
               conduit and ROW within the ninety (90) day period following
               Confirmation. AT&T or U S WEST may accept such facilities by
               sending written notice to the Party providing Confirmation
               ("Acceptance")./38/

     47.4.11   Reservation. After Acceptance by AT&T, AT&T shall have six (6)
               months to begin attachment and/or installation of its facilities
               to the poles, ducts, conduit and ROW or request U S WEST to begin
               make ready or other construction activities. Any such
               construction, installation or make ready by AT&T shall be
               completed by the end of one (1) year after Acceptance. AT&T shall
               not be in default of the 6-month or 1-year requirement above if
               such default is caused in any way by any action, inaction or
               delay on the part of U S WEST or its Affiliates or subsidiaries.

     47.4.12   Make Ready. U S WEST shall rearrange, modify and/or make ready
               existing poles, ducts, conduit and ROW where necessary and
               feasible to provide space for AT&T's requirements. Subject to the
               requirements above, the Parties shall endeavor to mutually agree
               upon the time frame for the completion of such work within five
               (5) days following AT&T's request; provided, however, that any
               such work required to be performed by U S WEST shall be completed
               within sixty (60) days or a reasonable period of time based on
               standard construction intervals in the industry, unless otherwise
               agreed by AT&T in writing.

     47.4.13   New Construction. After Acceptance, U S WEST shall complete any
               new construction, relocation or installation of poles, ducts,
               conduits or ROW required to be performed by U S WEST or any U S
               WEST construction, relocation or installation requested by AT&T
               within a reasonable period of time based on standard construction
               intervals in the industry or sixty (60) days after obtaining all
               governmental authority or permits necessary to complete such
               construction, relocation or installation. If U S WEST anticipates
               that construction, relocation or installation will go beyond
               standard industry intervals or the sixty (60) day period, U S
               WEST shall immediately notify AT&T and the Parties shall mutually
               agree on a completion date.

______________________________________
/38/ Final Arbitration Order at pg. 19
<PAGE>

                                                                          Part A

          47.4.14 AT&T shall begin payment for the use of newly constructed
                  poles, ducts, conduit, and ROW upon completion of such
                  construction and installation and confirmation by appropriate
                  testing methods that the facilities are in a condition ready
                  to operate in AT&T's network or upon use (other than for
                  testing) by AT&T, whichever is earlier.

          47.4.15 AT&T shall make payment for construction, relocation,
                  rearrangements, modifications and make ready in accordance
                  with Section 3.5 of Attachment 1 of this Agreement.

          47.4.16 [Intentionally left blank for numbering consistency]

          47.4.17 AT&T may, at its option, install its facilities on poles,
                  ducts, conduit and ROW and use AT&T or AT&T designated
                  personnel to attach its equipment to such U S WEST poles,
                  ducts, conduits and ROW.

          47.4.18 If available, U S WEST shall provide AT&T space in manholes
                  for racking and storage of cable and other materials as
                  requested by AT&T.

          47.4.19 U S WEST shall rearrange, modify and/or make ready any conduit
                  system or poles with retired cable by removing such retired
                  cable from conduit systems or poles to allow for the efficient
                  use of conduit space and pole space. Before denying access
                  based on a lack of capacity, U S WEST must explore potential
                  accommodations with AT&T.

          47.4.20 Where U S WEST has innerducts which are not, at that time,
                  being used or are not reserved as emergency or maintenance
                  spare in accordance with FCC rules and regulations, U S WEST
                  shall offer such ducts for AT&T's use.

          47.4.21 Where a spare innerduct does not exist, U S WEST shall allow
                  AT&T to install an innerduct in U S WEST conduit, at AT&T's
                  cost and expense. U S WEST must review and approve any
                  installation of innerduct in any U S WEST's duct prior to the
                  start of construction. Such approval shall not be unreasonably
                  delayed, withheld or conditioned. AT&T shall provide notice to
                  U S WEST of any work activity not less than twenty-four (24)
                  hours prior to the start of construction.

          47.4.22 Where U S WEST has any ownership or other rights to ROW to
                  buildings or building complexes, or within buildings or
                  building complexes, U S WEST shall offer such ROW to AT&T.

                  (a)    Subject to the approval of the building owner, if
                         required, the right to use any available space owned or
                         controlled by U S WEST in the building or building
                         complex to install AT&T equipment and facilities;

                  (b)    Subject to the approval of the building owner, if
                         required, ingress and egress to such space; and

                  (c)    Subject to the approval of the building owner, if
                         required, the right to use electrical power at parity
                         with U S WEST's rights to such power.
<PAGE>

                                                                          Part A

          47.4.23 Whenever U S WEST intends to modify or alter any poles, ducts,
                  conduits or ROW which contain AT&T's facilities, U S WEST
                  shall provide written notification of such action to AT&T so
                  that AT&T may have a reasonable opportunity to add to or
                  modify its facilities. AT&T shall advise U S WEST, in writing,
                  of its intentions to add or modify the facilities within
                  fifteen (15) Business Days of U S WEST's notification. If AT&T
                  adds to or modifies its facilities according to this
                  paragraph, AT&T shall bear a proportionate share of the costs
                  incurred by U S WEST in making such facilities accessible.

          47.4.24 AT&T shall not be required to bear any of the costs of
                  rearranging or replacing its facilities, if such rearrangement
                  or replacement is required as a result of an additional
                  attachment or the modification of an existing attachment
                  sought by any entity other than AT&T, including U S WEST.

          47.4.25 U S WEST shall maintain the poles, ducts, conduits and ROW at
                  its sole cost. AT&T shall maintain its own facilities
                  installed within the poles, ducts, conduits and ROW at its
                  sole cost. In the event of an emergency, U S WEST shall begin
                  repair of its facilities containing AT&T's facilities within a
                  reasonable time frame based on industry standards or a time
                  frame requested by AT&T. If U S WEST cannot begin repair
                  within the requested time frame, upon notice and approval of U
                  S WEST, which approval shall not be unreasonably withheld,
                  AT&T may begin such repairs without the presence of U S WEST
                  personnel. AT&T may climb poles and enter the manholes,
                  handholds, conduits and equipment spaces containing U S WEST's
                  facilities in order to perform such emergency maintenance, but
                  only until such time as qualified personnel of U S WEST
                  arrives ready to continue such repairs. For both emergency and
                  non-emergency repairs, AT&T may use spare innerduct or
                  conduits, including the innerduct or conduit designated by U S
                  WEST as emergency spare for maintenance purposes; provided,
                  however, that AT&T may only use such spare conduit or
                  innerduct for a maximum period of ninety (90) days.

          47.4.26 In the event of a relocation necessitated by a governmental
                  entity exercising the power of eminent domain, when such
                  relocation is not reimbursable, all parties shall share pro
                  rata in costs for relocating the base conduit or poles and
                  shall each pay its own cost of cable and installation of the
                  facilities in the newly rebuilt U S WEST poles, ducts,
                  conduits and ROW.

48.  Bona Fide Request Process for Further Unbundling


     48.1 Any request for Interconnection or access to an unbundled Network
          Element not already available via price lists, tariff, or as described
          herein shall be treated as a Request under this Section.

     48.2 U S WEST shall use the Bona Fide Request Process ("BFR") process as
          described in this Section 48, to determine the technical feasibility
          of the requested interconnection or Network Element(s) and, for those
          items found to be technically feasible, to provide the terms and
          timetable for providing the requested items.  Additionally, elements,
          services and functions which are materially or substantially different
          from those services, elements or functions already provided by U S
          WEST to itself, its Affiliates, Customers, or end users may, at the
          discretion of AT&T, be subject to this BFR process.
<PAGE>

                                                                          Part A

     48.3 A Request shall be submitted in writing and, at a minimum, shall
          include: (a) a complete and accurate technical description of each
          requested Network Element or Interconnection; (b) the desired
          interface specifications; (c) a statement that the Interconnection or
          Network Element will be used to provide a Telecommunications Service;
          (d) the quantity requested; (e) the location(s) requested; and (f)
          whether AT&T wants the requested item(s) and terms made generally
          available.  AT&T may designate a Request as Confidential.

     48.4 Within forty-eight (48) hours of receipt of a Request, U S WEST shall
          acknowledge receipt of the Request and review such Request for initial
          compliance with Subsection 48.3 above. In its acknowledgment, U S WEST
          shall advise AT&T of any missing information reasonably necessary to
          move the Request to the preliminary analysis described in Subsection
          48.5 below.

     48.5 Unless otherwise agreed to by the Parties, within thirty (30) calendar
          days of its receipt of the Request and all information necessary to
          process it, U S WEST shall provide to AT&T a preliminary analysis of
          the Request. As reasonably requested by AT&T, U S WEST agrees to
          provide status updates to AT&T.  U S WEST will notify AT&T if the
          quote preparation fee, if any, will exceed $5,000.  AT&T will approve
          the continuation of the development of the quote prior to U S WEST
          incurring any reasonable additional expenses.  The preliminary
          analysis shall specify whether or not the requested Interconnection or
          access to an unbundled Network Element is technically feasible and
          otherwise qualifies as a Network Element or Interconnection as defined
          under the Act.

          48.5.1  If U S WEST determines during the thirty (30) day period that
                  a Request is not technically feasible or that the Request
                  otherwise does not qualify as a Network Element or
                  Interconnection required to be provided under the Act, U S
                  WEST shall so advise AT&T as soon as reasonably possible of
                  that fact, and promptly provide a written report setting forth
                  the basis for its conclusion but in no case later than ten
                  (10) calendar days after making such determination.

          48.5.2  If U S WEST determines during the thirty (30) day period that
                  the Request is technically feasible and otherwise qualifies
                  under the Act, it shall notify AT&T in writing of such
                  determination, no later than ten (10) calendar days after
                  making such determination.

          48.5.3  Unless otherwise agreed to by the Parties, as soon as
                  feasible, but no more than ninety (90) calendar days after U S
                  WEST notifies AT&T that the Request is technically feasible, U
                  S WEST shall provide to AT&T a Request quote which will
                  include, at a minimum, a description of each Interconnection
                  and Network Element, the quantity to be provided, the
                  installation intervals (both initial and subsequent), the
                  impact on shared systems software interfaces, the ordering
                  process changes, the functionality specifications, any
                  interface specifications, and either:

                  (a)  the applicable rates (recurring and nonrecurring),
                       including the amortized development costs, as appropriate
                       pursuant to Section 48.5.4 below, of the Interconnection
                       or Network Element; or
<PAGE>

                                                                          Part A

                   (b)  the payment for development costs, as appropriate
                        pursuant to Section 48.5.4 below, of the Interconnection
                        or Network Element and the applicable rates (recurring
                        and nonrecurring), excluding the development costs.

           48.5.4  The choice of using either option (a) or (b) above shall be
                   at U S WEST's sole discretion. A payment for development
                   cost, however, is appropriate only where AT&T is the only
                   conceivable user of the functionality (including
                   consideration of U S WEST as a potential user) or where the
                   requested quantity is insufficient to provide amortization.

     48.6  If U S WEST has used option (a) above in its Request quote, then,
           within thirty (30) days of its receipt of the Request quote, AT&T
           must indicate its nonbinding interest in purchasing the
           Interconnection or Network Element at the stated quantities and
           rates, cancel it Request, or seek remedy under the dispute resolution
           section of this Agreement.

     48.7  If U S WEST has used option (b) above in its Request quote, then,
           within thirty (30) days of its receipt of the Request quote, AT&T
           must either agree to pay the development costs of the Interconnection
           or Network Element, cancel its Request, or seek remedy under the
           dispute resolution section of this Agreement.

     48.8  If U S WEST has used option (b) in its Request quote and AT&T has
           accepted the quote, AT&T may cancel the Request at any time, but will
           pay U S WEST's reasonable development costs of the Interconnection or
           Network Element up to the date of cancellation.

     48.9  U S WEST will use reasonable efforts to determine the technical
           feasibility and conformance with the Act of the Request within the
           first thirty-two (32) days of receiving the Request. In the event U S
           WEST has used option (b) above in its Request quote and U S WEST
           later determines that the Interconnection or Network Element
           requested in the Request is not technically feasible or otherwise
           does not qualify under the Act, U S WEST shall notify AT&T within ten
           (10) Business Days of making such determination and AT&T shall not
           owe any compensation to U S WEST in connection with the Request. Any
           quotation preparation fees or development costs paid by AT&T to the
           time of such notification shall be refunded by U S WEST.

     48.10 To the extent possible, U S WEST will utilize information from
           previously developed BFRs to address similar arrangements in order to
           shorten the response times for the currently requested BFR. In the
           event AT&T has submitted a Request for an Interconnection or a
           Network Element and U S WEST determines in accordance with the
           provisions of this Section 48 that the Request is technically
           feasible, the Parties agree that AT&T's subsequent request or order
           for the identical type of Interconnection or Network Element shall
           not be subject to the BFR process. To the extent U S WEST has
           deployed an identical Network Element under a previous BFR, a
           subsequent BFR is not required. For purposes of this Section 48.10,
           an "identical" request shall be one that is materially identical to a
           previous request with respect to the information provided pursuant to
           Subsections (a) through (e) of Section 48.3 above.

     48.11 In the event of a dispute under this Section 48, the Parties agree to
           seek expedited Commission resolution of the dispute, to be completed
           within twenty (20) days of U S WEST's response denying AT&T's BFR,
           and in no event more than thirty (30) days
<PAGE>

                                                                          Part A

           after the filing of AT&T's petition. Alternatively, the Parties may
           mutually agree to resolve any disputes under this section through the
           dispute resolution process pursuant to Section 27, Part A of this
           Agreement.

     48.12 All time intervals within which a response is required from one Party
           to another under this Section 48 are maximum time intervals. The
           Parties agree that they will provide all responses to the other Party
           as soon as the Party has the information and analysis required to
           respond, even if the time interval stated herein for a response is
           not over.

49.  Audit Process


     49.1  As used herein, "Audit" shall mean a comprehensive review of services
           performed under this Agreement. Either Party (the "Requesting Party")
           may perform up to three (3) Audits per 12-month period commencing
           with the Effective Date.

     49.2  Upon thirty (30) days' written notice by the Requesting Party to the
           other Party (the "Audited Party"), the Requesting Party shall have
           the right, through its authorized representative, to make an Audit,
           during normal business hours, of any records, accounts and processes
           which contain information related to the services provided and
           performance standards agreed to under this Agreement. Within the
           above-described 30-day period, the Parties shall reasonably agree
           upon the scope of the Audit, the documents and processes to be
           reviewed, and the time, place and manner in which the Audit shall be
           performed. The Audited Party agrees to provide Audit support,
           including appropriate access to and use of the Audited Party's
           facilities (e.g., conference rooms, telephones, copying machines).

     49.3  Each Party shall bear its own expenses in connection with the conduct
           of the Audit. The reasonable cost of special data extractions
           required by the Requesting Party to conduct the Audit will be paid
           for by the Requesting Party. For purposes of this Section 49.3, a
           "Special Data Extraction" shall mean the creation of an output record
           or informational report (from existing data files) that is not
           created in the normal course of business. If any program is developed
           to the Requesting Party's specifications and at the Requesting
           Party's expense, the Requesting Party shall specify at the time of
           request whether the program is to be retained by the Audited Party
           for reuse for any subsequent Audit. Notwithstanding the foregoing,
           the Audited Party shall pay all of the Requesting Party's external
           expenses (including, without limitation, the fees of any independent
           auditor), in the event an Audit results in an adjustment in the
           charges or in any invoice paid or payable by the Requesting Party
           hereunder in an amount that is, on an annualized basis, more than the
           greater of (a) one percent (1%) of the amount in dispute or (b)
           $10,000.

     49.4  Adjustments, credits or payments shall be made and any corrective
           action shall commence within thirty (30) days from the Audited
           Party's receipt of the final audit report to compensate for any
           errors or omissions which are disclosed by such Audit and are agreed
           to by the Parties. The highest interest rate allowable by law for
           commercial transactions shall be assessed and shall be computed by
           compounding daily from the time of the original due date of the
           amount of dispute.

     49.5  Neither such right to examine and audit nor the right to receive an
           adjustment shall be affected by any statement to the contrary
           appearing on checks or otherwise.
<PAGE>

                                                                          Part A

     49.6 This Section 49 shall survive expiration or termination of this
          Agreement for a period of two (2) years after expiration or
          termination of this Agreement.

     49.7 All transactions under this Agreement which are over thirty-six (36)
          months old are no longer subject to Audit.

     49.8 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 Audited
          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 Audited Party.  To the extent an Audit involves access to
          information of third parties, the Audited Party will aggregate such
          competitors' data before release to the Requesting Party, to insure
          the protection of the proprietary nature of information of other
          competitors.  To the extent a competitor is an Affiliate of the
          Audited Party (including itself and its subsidiaries), the Parties
          shall be allowed to examine such Affiliate's disaggregated data, as
          required by reasonable needs of the Audit.

     49.9 "Examination" shall mean an inquiry reasonably requested by either
          Party into  specific element(s) or process(es) where the requesting
          Party raises a dispute concerning services performed by the other
          Party under this Agreement and such dispute has not been resolved
          through the escalation process described in this Agreement.  Only that
          information that is necessary to resolve the dispute in issue must be
          provided in the course of an Examination and the total time involved
          in an Examination for each Party may not exceed three (3) people for
          three (3) days.  Appropriate provisions of this Section 49 that apply
          to Audits shall also apply to Examinations, except that either Party
          may conduct only a total of nine (9) Examinations and Audits per year,
          with a maximum of three (3) Audits per year./39/

50.  Miscellaneous Services


     50.1 Basic 911 and E911 General Requirements

          50.1.1  Basic 911 and E911 provides a caller access to the appropriate
                  emergency service bureau by dialing a 3-digit universal
                  telephone number (911). Basic 911 and E911 access from Local
                  Switching shall be provided to AT&T in accordance with the
                  following:

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

          50.1.3  E911 shall provide additional routing flexibility for 911
                  calls. E911 shall use Customer data, contained in the
                  Automatic Location Identification/Data Management System
                  ("ALI/DMS"), to determine to which Public Safety Answering
                  Point ("PSAP") to route the call.


____________________

/39/ Final Arbitration Order at pg. 21
<PAGE>

                                                                          Part A

          50.1.4  If available in the U S WEST network, U S WEST shall offer a
                  third type of 911 service, S911. All requirements for E911
                  also apply to S911 with the exception of the type of signaling
                  used on the interconnection trunks from the local switch to
                  the E911 Tandem.

          50.1.5  Basic 911 and E911 functions provided to AT&T shall be at
                  least at parity with the support and services that U S WEST
                  provides to its Customers for such similar functionality.

          50.1.6  Basic 911 and E911 access from Local Switching shall be
                  provided to AT&T in accordance with the following:

                  50.1.6.1  U S WEST shall conform to all state regulations
                            concerning emergency services.

                  50.1.6.2  For E911 provided to resold lines or in association
                            with unbundled switching, U S WEST shall use its
                            service order process to update and maintain
                            Customer information in the ALI/DMS data base.
                            Through this process, U S WEST shall provide and
                            validate Customer information resident or entered
                            into the ALI/DMS data base.

          50.1.7  U S WEST shall provide for overflow 911 traffic consistent
                  with U S WEST policy and procedure.

          50.1.8  Basic 911 and E911 access from the AT&T local switch shall be
                  provided to AT&T in accordance with the following:

                  50.1.8.1  If required by AT&T, U S WEST shall interconnect
                            direct trunks from the AT&T network to the E911
                            Tandem for connection to the PSAP. Such trunks to
                            the E911 Tandem may alternatively be provided by
                            AT&T.

                  50.1.8.2  In government jurisdictions where U S WEST has
                            obligations under existing agreements as the primary
                            provider of the 911 System to the county, AT&T shall
                            participate in the provision of the 911 System as
                            follows:

                            (a) Each Party shall be responsible for those
                                portions of the 911 System for which it has
                                control, including any necessary maintenance to
                                each Party's portion of the 911 System.

                            (b) U S WEST shall be responsible for maintaining
                                the E-911 database.

                  50.1.8.3      If a third party is the primary service provider
                            to a government agency, AT&T shall negotiate
                            separately with such third party with regard to the
                            provision of 911 service to the agency. All
                            relations between such third party and AT&T are
                            totally separate from this
<PAGE>

                                                                          Part A

                            Agreement and U S WEST makes no representations on
                            behalf of the third party.

                  50.1.8.4      If AT&T or an Affiliate is the primary service
                            provider to a government agency, AT&T and U S WEST
                            shall negotiate the specific provisions necessary
                            for providing 911 service to the agency and shall
                            include such provisions in an amendment to this
                            Agreement.

                  50.1.8.5      Interconnection and database access shall be
                            priced as specified in Attachment 1 to this
                            Agreement or at any rate charged to other
                            interconnected carriers, whichever is lower.

                  50.1.8.6      AT&T will separately negotiate with each county
                            regarding the collection and reimbursement to the
                            county of applicable Customer taxes for 911 service.

                  50.1.8.7      U S WEST shall comply with established,
                            competitively neutral intervals for installation of
                            facilities, including any collocation facilities,
                            diversity requirements, etc.

                  50.1.8.8      In a resale situation, where it may be
                            appropriate for U S WEST to update the ALI database,
                            U S WEST shall update such database with AT&T data
                            in an interval no less than is experienced by U S
                            WEST Customers, or than for other carriers,
                            whichever is faster, at no additional cost.

          50.1.9  The following are Basic 911 and E911 Database Requirements:

                  50.1.9.1  The ALI database shall be managed by U S WEST, but
                            is the property of U S WEST and any participating
                            telephone company and CLEC for those records
                            provided by the company.

                  50.1.9.2  U S WEST, or its agent, will be responsible for
                            maintaining the E-911 Database. U S WEST, or its
                            agent, will provide a copy of the Master Street
                            Address Guide ("MSAG"), and periodic updates, to
                            AT&T.

                  50.1.9.3  Copies of the MSAG shall be provided within twenty-
                            one (21) calendar days from the time requested and
                            shall be provided on diskette, magnetic tape, or in
                            a format suitable for use with desktop computers.

                  50.1.9.4  AT&T assumes all responsibility for the accuracy of
                            the data that AT&T provides to U S WEST for MSAG
                            preparation and E-911 Database operation.

                  50.1.9.5  AT&T shall be solely responsible for providing AT&T
                            database records to U S WEST for inclusion in U S
                            WEST's ALI database on a timely basis.
<PAGE>

                                                                          Part A

                  50.1.9.6  AT&T will provide end user data to the U S WEST ALI
                            database that are Master Street Address Guide (MSAG)
                            valid.

                  50.1.9.7  AT&T will update its end user records provided to
                            the U S WEST ALI database to agree with the 911 MSAG
                            standards for its service areas.

                  50.1.9.8  U S WEST and AT&T shall arrange for the automated
                            input and periodic updating of the E911 database
                            information related to AT&T end users for resold
                            lines in accordance with Section 10.1 of Attachment
                            2 of this Agreement. AT&T may request, through the
                            BFR process, similar arrangements for AT&T customers
                            served on a non-resale basis. U S WEST will furnish
                            AT&T any variations to NENA recommendations required
                            for ALI database input. The cost of magnetic tape
                            transfer shall be borne by AT&T.

                  50.1.9.9  U S WEST and AT&T shall arrange for the automated
                            input and periodic updating of the E911 database
                            information related to AT&T end users. For resold
                            services, U S WEST shall work cooperatively with
                            AT&T to ensure the accuracy of the data transfer by
                            verifying it against the Master Street Address Guide
                            (MSAG). For AT&T's customers served by unbundled
                            Network Elements or through AT&T's own facilities,
                            AT&T shall ensure the accuracy of its 911 data by
                            verifying it against the MSAG.

                  50.1.9.10 AT&T shall assign an E911 database coordinator
                            charged with the responsibility of forwarding AT&T
                            end user ALI record information to U S WEST or via a
                            third-party entity, charged with the responsibility
                            of ALI record transfer. AT&T assumes all
                            responsibility for the accuracy of the data that
                            AT&T provides to U S WEST.

                  50.1.9.11 The Parties shall maintain a single point of contact
                            to coordinate all E911 activities under this
                            Agreement.

                  50.1.9.12 For resold services, AT&T shall provide information
                            on new Customers to U S WEST within one (1) Business
                            Day of the order completion. U S WEST shall update
                            the database within two (2) Business Days of
                            receiving the data from AT&T. If U S WEST detects an
                            error in the AT&T provided data, the data shall be
                            returned to AT&T within two (2) Business Days from
                            when it was provided to U S WEST. AT&T shall respond
                            to requests from U S WEST to make corrections to
                            database record errors by uploading corrected
                            records within two (2) Business Days. Manual entry
                            shall be allowed only in the event that the system
                            is not functioning properly. AT&T may request,
                            through the BFR process, similar services from U S
                            WEST for their customers who are served on a non-
                            resale basis.

                  50.1.9.13 The Parties will cooperate to implement the adoption
                            of a Carrier Code (NENA standard five-character
                            field) on all ALI records received from AT&T, when
                            those standards, NENA-02-00N, are

<PAGE>

                                                                          Part A

                            adopted by the industry standards process. U S WEST
                            will furnish AT&T any variations from NENA
                            recommendations required for ALI database input. The
                            Carrier Code will be used to identify the carrier of
                            record in INP configurations.

                  50.1.9.14 AT&T will provide end user data to the U S WEST ALI
                            database utilizing NENA-02-001 Recommended Formats
                            For Data Exchange, and Recommended Standard For
                            Street Thoroughfare Abbreviations and Protocols For
                            Data Exchange and Data Quality utilizing NENA
                            Recommended Formats for Data Exchange document dated
                            June 1993.

                  50.1.9.15 U S WEST shall identify which ALI databases cover
                            which states, counties or parts thereof, and
                            identify and communicate a point of contact for
                            each.

                  50.1.9.16 U S WEST will provide AT&T with the identification
                            of the U S WEST 911 controlling office that serves
                            each geographic area served by AT&T.

                  50.1.9.17 U S WEST shall provide to AT&T, for AT&T Customers,
                            E911/911 call routing to the appropriate Public
                            Safety Answering Point ("PSAP") for resold lines. U
                            S WEST shall provide and validate AT&T Customer
                            information to the PSAP in the same fashion as it
                            does for its own Customers. U S WEST shall use its
                            service order process to update and maintain, on the
                            same schedule that it uses for its end users, the
                            AT&T Customer service information in the ALI/DMS
                            used to support E911/911 services. AT&T may request,
                            through the BFR process, similar services from U S
                            WEST for their customers who are served on a non-
                            resale basis.

                  50.1.9.18 AT&T exchanges to be included in U S WEST's E911
                            Database will be indicated via written notice and
                            will not require an amendment to this Agreement.

        50.1.10   The following are Basic 911 and E911 Network Requirements:

                  50.1.10.1 U S WEST, at AT&T option, shall provide a minimum of
                            two (2) E911 trunks per jurisdictional area, or that
                            quantity which will maintain P.01 transmission grade
                            of service, or the level of service provided by U S
                            WEST to itself, whichever is the higher grade of
                            service. These trunks will be dedicated to routing
                            911 calls from AT&T switch to a U S WEST E911
                            tandem.

                  50.1.10.2 U S WEST shall provide AT&T a data link to the
                            ALI/DMS database or permit AT&T to provide its own
                            data link to the ALI/DMS database. U S WEST shall
                            provide error reports from the ALI/DMS database to
                            AT&T immediately after AT&T inputs information into
                            the ALI/DMS database. Alternately, AT&T may utilize
                            U S WEST or a third party entity to enter Customer
                            information into the database on a demand basis, and
                            validate Customer information on a demand basis.
<PAGE>

                                                                          Part A


            50.1.10.3  U S WEST shall provide the selective routing of E911
                       calls received from AT&T switching office.  This includes
                       the ability to receive the ANI of the AT&T Customer,
                       selectively route the call to the appropriate PSAP, and
                       forward the Customer's ANI to the PSAP.  U S WEST shall
                       provide AT&T with the appropriate CLLI codes and
                       specifications regarding the tandem serving area
                       associated addresses and meet points in the network.

            50.1.10.4  Copies of E911 Tandem Boundary Maps shall be available
                       to AT&T.  Each map shows the areas served by that E91
                       tandem.  The map provides AT&T the information necessary
                       to set up its network to route E911 callers to the
                       correct E911 tandem.

            50.1.10.5  AT&T shall ensure that its switch provides an eight-
                       digit ANI consisting of an information digit and the
                       seven-digit exchange code.  AT&T shall also ensure that
                       its switch provides the line number of the calling
                       station.  In the event of a change in industry standards,
                       the Parties shall cooperate to incorporate the changed
                       standards in their respective networks.

            50.1.10.6  Each ALI discrepancy report shall be jointly
                       researched by U S WEST and AT&T.  Corrective action shall
                       be taken immediately by the responsible party.

            50.1.10.7  Technical specifications for E911 network interface
                       are available through U S WEST technical publication
                       77338. Technical specifications for database loading and
                       maintenance are available through the third party
                       database manager -- SCC.

            50.1.10.8  U S WEST shall begin restoration of E911 and/or E911
                       trunking facilities immediately upon notification of
                       failure or outage.  U S WEST must provide priority
                       restoration of trunks or networks outages on the same
                       terms/conditions it provides itself and without the
                       imposition of Telecommunications Service Priority (TSP).

            50.1.10.9  U S WEST shall identify any special operator-assisted
                       calling requirements to support 911.

            50.1.10.10 Trunking shall be arranged to minimize the likelihood
                       of central office isolation due to cable cuts or other
                       equipment failures.  There will be an alternate means of
                       transmitting a 911 call to a PSAP in the event of
                       failures.

            50.1.10.11 Circuits shall have interoffice, loop and carrier
                       system diversity when such diversity can be achieved
                       using existing facilities.  Circuits will be divided as
                       equally as possible across available carrier systems.
                       Diversity will be maintained or upgraded to utilize the
                       highest level of diversity available in the network.
<PAGE>

                                                                          Part A


            50.1.10.12 Equipment and circuits used for 911 shall be
                       monitored at all times. Monitoring of circuits shall be
                       done to the individual circuit level.  Monitoring shall
                       be conducted by U S WEST for trunks between the tandem
                       and all associated PSAPs.

            50.1.10.13 Repair service shall begin immediately upon receipt
                       of a report of a malfunction.  Repair service includes
                       testing and diagnostic service from a remote location,
                       dispatch of or in-person visit(s) of personnel.
                       Technicians will be dispatched without delay.

            50.1.10.14 All 911 trunks must adhere to the Americans with
                       Disabilities Act requirements.

            50.1.10.15 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.

            50.1.10.16 AT&T is responsible for network management of its
                       network components in compliance with the Network
                       Reliability Council Recommendations and meeting the
                       network standard of U S WEST for the 911 call delivery.

     50.1.11    Basic 911 and E911 Additional Requirements

            50.1.11.1  All AT&T lines that have been ported via INP shall
                       reach the correct PSAP when 911 is dialed.  U S WEST
                       shall send both the ported number and the AT&T number (if
                       both are received from AT&T).  The PSAP attendant shall
                       see both numbers where the PSAP is using a standard ALI
                       display screen and the PSAP extracts both numbers from
                       the data that is sent.

            50.1.11.2  U S WEST shall work with the appropriate government
                       agency to provide AT&T the ten-digit POTS number of each
                       PSAP which sub-tends each U S WEST E911 Tandem to which
                       AT&T is interconnected.

            50.1.11.3  U S WEST will provide AT&T with the ten-digit
                       telephone numbers of each PSAP agency, for which U S WEST
                       provides the 911 function, to be used by AT&T operators
                       for handling emergency calls in those instances where the
                       AT&T Customer dials "O" instead of "911."

            50.1.11.4  AT&T will provide U S WEST with the ten-digit
                       telephone numbers of each PSAP agency, for which AT&T
                       provides the 911 function, to be used by U S WEST
                       operators for handling emergency calls in those instances
                       where the U S WEST Customer dials "O" instead of "911."

            50.1.11.5  U S WEST shall notify AT&T forty-eight (48) hours in
                       advance of any scheduled testing or maintenance affecting
                       AT&T 911 service, and provide notification as soon as
                       possible of any unscheduled outage affecting AT&T 911
                       service.
<PAGE>

                                                                          Part A


            50.1.11.6  AT&T shall be responsible for reporting all errors,
                       defects and malfunctions to U S WEST.  U S WEST shall
                       provide AT&T with the point of contact for reporting
                       errors, defects, and malfunctions in the service and
                       shall also provide escalation contacts.

            50.1.11.7  AT&T may enter into subcontracts with third parties,
                       including AT&T affiliates, for the performance of any of
                       AT&T duties and obligations stated herein.

            50.1.11.8  U S WEST shall provide sufficient planning information
                       regarding anticipated moves to SS7 signaling for the next
                       twelve (12) months.

            50.1.11.9  U S WEST shall provide notification of any pending
                       tandem moves, NPA splits, or scheduled maintenance
                       outages, with enough time to react.

            50.1.11.10 U S WEST shall provide "reverse ALI" inquiries by
                       public safety entities, consistent with U S WEST's
                       practices and procedures.

            50.1.11.11 U S WEST shall manage  NPA splits by populating the
                       ALI database with the appropriate new NPA codes,
                       consistent with U S WEST's  practices and procedures for
                       resold services.

            50.1.11.12 U S WEST must provide the ability for AT&T to update
                       911 database with end user information for lines that
                       have been ported via INP or NP.

            50.1.11.13 The data in the ALI database shall be managed by U S
                       WEST but is the property of U S WEST and all
                       participating telephone companies.

     50.1.12  Performance Criteria.  E-911 Database accuracy shall be as
              set forth below:

            50.1.12.1  Accuracy of ALI (Automatic Location Identification)
                       data submitted by AT&T to U S WEST will be measured
                       jointly by the PSAPs and U S WEST.   All such reports
                       shall be forwarded to AT&T by U S WEST and will indicate
                       incidents when incorrect or no ALI data is displayed.  A
                       report regarding any inaccuracy shall be prepared by U S
                       WEST.

            50.1.12.2  Each discrepancy report will be jointly researched by
                       U S WEST and AT&T.  Corrective action will be taken
                       immediately by the responsible party.

            50.1.12.3  Each party will be responsible for the accuracy of
                       the Customer records it provides.

50.2 Directory Assistance Service

     50.2.1  U S WEST shall provide for the routing of Directory Assistance
             calls, including but not limited to 411, 555-1212, NPA-555-1212
             dialed by AT&T Customers directly
<PAGE>

                                                                          Part A


             to either the AT&T Directory Assistance service platform or U S
             WEST Directory Assistance service platform as specified by AT&T.

     50.2.2  AT&T Customers shall be provided the capability by U S WEST to
             dial the same telephone numbers for access to AT&T Directory
             Assistance that U S WEST Customers use to access U S WEST
             Directory Assistance.

     50.2.3  U S WEST shall provide Directory Assistance functions and
             services to AT&T for its Customers as described below until, at
             AT&T's discretion, U S WEST routes calls to the AT&T Directory
             Assistance Services platform.

             50.2.3.1         U S WEST agrees to provide AT&T Customers with the
                        same Directory Assistance service available to U S WEST
                        Customers.

             50.2.3.2         U S WEST shall notify AT&T in advance of any
                        changes or enhancements to its Directory Assistance
                        Service, and shall make available such service
                        enhancements on a non-discriminatory basis to AT&T.

             50.2.3.3         U S WEST shall provide Directory Assistance to
                        AT&T Customers in accordance with U S WEST's internal
                        operating procedures and standards, which shall, at a
                        minimum, comply with accepted professional and industry
                        standards.

             50.2.3.4         U S WEST shall provide AT&T with the same level of
                        support for the provisioning of Directory Assistance as
                        U S WEST provides itself.

             50.2.3.5         Service levels shall comply, at a minimum, with
                        Commission requirements for Directory Assistance.

             50.2.3.6         U S WEST agrees to maintain an adequate operator
                        work force based on a review and analysis of actual call
                        attempts and abandonment rate.

             50.2.3.7         AT&T shall participate in all call monitoring
                        activities available to U S WEST and to remote call
                        monitor as customarily practiced by the outsource
                        customers of call centers./40/

             50.2.3.7.1 [Intentionally left blank for numbering consistency./41/

             50.2.3.8   ____U S WEST shall provide the following minimum
                        Directory Assistance capabilities to AT&T Customers:

                        (a) A maximum of two (2) Customer listings and/or
                            addresses or U S WEST parity per AT&T Customer
                            request.

_________________________
/40/ Final Arbitration Order at pg. 22
/41/ Final Arbitration Order at pg. 23
<PAGE>

                                                                          Part A


                        (b) Name and address to AT&T Customers upon request,
                            except for unlisted numbers, in the same states
                            where such information is provided to U S WEST
                            Customers.

                        (c) For AT&T customers who are served exclusively
                            through resold U S WEST retail services, AT&T may
                            resell U S WEST's Directory Assistance call
                            completion services to the extent U S WEST offers
                            call Directory Assistance completion to its own end
                            users. For AT&T customers who are served from an
                            AT&T switch, AT&T may request Directory Assistance
                            call completion services through the BFR process.
                            Such BFR process shall address the identification of
                            the AT&T end user at the U S WEST Directory
                            Assistance platform for purposes of routing and
                            billing of intraLATA and interLATA toll calls.

                        (d) The U S WEST mechanized interface with the U S WEST
                            subscriber listing database is not available for
                            AT&T as of the Effective Date of this Agreement.
                            When the mechanized interface is available, U S WEST
                            will populate the Directory Assistance database in
                            the same manner and in the same time frame as for
                            U S WEST Customers.

                        (e) Any information provided by a Directory Assistance
                            Automatic Response Unit (ARU) shall be repeated the
                            same number of times for AT&T Customers as for U S
                            WEST Customers.

                        (f) When an AT&T Customer served on a resale or
                            unbundled switching basis requests a U S WEST
                            Directory Assistance operator to provide instant
                            credit on a Directory Assistance call, the U S WEST
                            Directory Assistance operator shall inform the AT&T
                            Customer to call an 800 number for AT&T Customer
                            service to request a credit. The accurate
                            identification of AT&T as the customer's local
                            service provider by the U S WEST Directory
                            Assistance operator requires the use of separate
                            AT&T trunks to the Directory Assistance Platform.

             50.2.3.9   For resold lines and unbundled switching, U S WEST shall
                        provide data regarding billable events as requested by
                        AT&T.

             50.2.3.10  U S WEST agrees to (a) provide to AT&T operators, on
                        line access to U S WEST's Directory Assistance database
                        equivalent to the access provided to U S WEST operators;
                        (b) allow AT&T or an AT&T designated operator bureau to
                        license U S WEST's subscriber listings database on terms
                        and conditions equivalent to the terms and conditions
                        upon which U S WEST utilizes such databases; and (c) in
                        conjunction with branded or unbranded Directory
                        Assistance services pursuant to Section 8 of this Part
                        A, provide caller-optional Directory Assistance call
                        completion service which is comparable in every way to
                        the Directory Assistance call completion service U S
                        WEST makes available to its own users. AT&T may, at its
<PAGE>

                                                                          Part A


                        option, request U S WEST not to provide call completion
                        services to AT&T.

             50.2.3.11  In addition to charges for Directory Assistance, when
                        call completion for an intraLATA toll call is requested,
                        the applicable charge for the completion of such
                        intraLATA toll call will apply.

50.3 Operator Services

     50.3.1  U S WEST shall provide, for the routing of local Operator Services
             calls (including, but not limited, to 0+, 0-) dialed by AT&T
             Customers directly to either the AT&T Operator Service platform or
             U S WEST Operator Service platform as specified by AT&T.

     50.3.2  AT&T Customers shall be provided the capability by U S WEST to dial
             the same telephone numbers to access AT&T Operator Service that U S
             WEST Customers dial to access U S WEST Operator Service.

     50.3.3  U S WEST shall provide Operator Services to AT&T as described
             below until, at AT&T's discretion, U S WEST routes calls to the
             AT&T local Operator Services platform.

             50.3.3.1  ____U S WEST agrees to provide AT&T Customers the same
                       Operator Services available to U S WEST Customers.  U S
                       WEST shall make available its service enhancements on a
                       non-discriminatory basis.

             50.3.3.2  ____U S WEST shall provide the following minimum Operator
                       Service capabilities to AT&T Customers:

                       (a) U S WEST shall complete 0+ and 0- dialed local calls,
                           including O-Coin, Automatic Coin Telephone Service
                           (ACTS) and the completion of coin calls, the
                           collection of coins and the provision of coin rates.

                       (b) U S WEST shall complete 0+ intraLATA and, when
                           offered, interLATA toll calls.  The Parties will
                           cooperate to develop industry standards to include
                           the end user's PIC in Operator Services signaling and
                           the development of associated routing procedures.

                       (c) U S WEST shall complete calls for AT&T Customers that
                           are billed to calling cards and other commercial
                           cards on the same basis as provided to U S WEST own
                           customers and AT&T shall designate to U S WEST the
                           acceptable types of special billing.

                       (d) U S WEST shall complete person-to-person calls.

                       (e) U S WEST shall complete collect calls.
<PAGE>

                                                                          Part A


                       (f) U S WEST shall provide the capability for callers to
                           bill to a third party and complete such calls.

                       (g) U S WEST shall complete station-to-station calls.

                       (h) U S WEST shall process emergency calls.

                       (i) U S WEST shall process Busy Line Verify and Busy Line
                           Interrupt requests.

                       (j) U S WEST shall process emergency call trace in
                           accordance with its normal and customary procedures.

                       (k) U S WEST shall process operator-assisted Directory
                           Assistance calls.

                       (l) U S WEST operators shall provide AT&T Customers with
                           long distance rate quotes to the extent U S WEST
                           provides such rate quotes to its own end users.
                           Based on technology available as of the Effective
                           Date of this Agreement, the provision of rate quotes
                           to AT&T Customers requires a separate AT&T trunk
                           group to the U S WEST Operator Services platform to
                           identify the caller as an AT&T Customer.

                       (m) U S WEST operators shall provide AT&T Customers with
                           time and charges to the extent U S WEST provides such
                           time and charges to its own end users.  Based on
                           technology available as of the Effective Date of this
                           Agreement, the provision of time and charges to AT&T
                           Customers requires a separate AT&T trunk group to the
                           U S WEST Operator Services platform to identify the
                           caller as an AT&T Customer.

                       (n) U S WEST shall route 0- traffic to a "live" operator
                           team.

                       (o) When requested by AT&T, U S WEST shall provide
                           instant credit on Operator Services calls on a non-
                           discriminatory basis as provided to U S WEST
                           Customers or shall inform AT&T Customers to call a
                           toll free number for AT&T Customer service to request
                           a credit.  U S WEST shall provide one (1) toll free
                           number for business Customers and another for
                           residential Customers.  A record of the request for
                           credit and the amount of any credit actually issued
                           by U S WEST shall be passed on to AT&T through the
                           AMA record.  The aggregate value of any credit issued
                           to an AT&T Customer shall be shared equally by each
                           Party.  U S WEST shall in the normal course of
                           billing issue AT&T credit equal to 50% of the
                           aggregate value of
<PAGE>

                                                                          Part A


                           operator service and directory assistance credits
                           issued by U S WEST on AT&T's behalf./42/

                       (p) U S WEST shall provide caller assistance for the
                           disabled in the same manner as provided to U S WEST
                           Customers.

                       (q) When available to U S WEST end users, U S WEST shall
                           provide operator-assisted conference calling to AT&T.

          50.3.3  U S WEST shall exercise at least the same level of fraud
                  control in providing Operator Service to AT&T that U S WEST
                  provides for its own Operator Service, where the AT&T fraud
                  control data is in U S WEST's LIDB database.

          50.3.4  U S WEST shall perform billed number screening when handling
                  collect, third party, and calling card calls, both for station
                  to station and person to person call types.

          50.3.5  AT&T shall be permitted to participate in all call monitoring
                  activities available to U S WEST and to remote call monitor as
                  customarily practiced by the outsource customers of call
                  centers./43/

          50.3.5.1  [Intentionally left blank.]/44/

          50.3.6  U S WEST shall direct Customer account and other similar
                  inquiries to the Customer service center designated by AT&T.

          50.3.7  U S WEST shall provide an electronic feed of Customer call
                  records in "EMR" format to AT&T in accordance with the time
                  schedule mutually agreed between the Parties.

          50.3.8  U S WEST shall update the Line Information Data Base ("LIDB")
                  for AT&T Customers. Additionally, U S WEST must provide access
                  to LIDB for validation of collect, third party billed, and LEC
                  card billed calls.

          50.3.9  Where INP is deployed and when a BLV/BLl request for a ported
                  number is directed to a U S WEST operator and the query is not
                  successful (i.e., the request yields an abnormal result), AT&T
                  may request, through the BFR process, that the operator
                  confirm whether the number has been ported and direct the
                  request to the appropriate operator.

          50.3.10 U S WEST shall allow AT&T to order provisioning of Telephone
                  Line Number ("TLN") calling cards and BNS, in its LIDB, for
                  ported numbers, as specified by AT&T. U S WEST shall continue
                  to allow AT&T access to its LIDB.

          50.3.11 Toll and Assistance ("T/A") refers to functions Customers
                  associate with the "O" operator. Subject to availability and
                  capacity, access may be provided via

_________________________________
/42/ Final Arbitration Order at pg. 25
/43/ Final Arbitration Order at pg. 22
/44/ Final Arbitration Order at pg. 23
<PAGE>

                                                                          Part A

                  Operator Services trunks purchased from U S WEST or provided
                  by AT&T via collocation arrangements to route calls to AT&T's
                  platform.

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

          50.3.13 Interconnection to the U S WEST Toll and Assistance Operator
                  Services from an end office to U S WEST T/A is technically
                  feasible at least at three (3) 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.

          50.3.14 All trunk interconnections will be digital.

          50.3.15 The technical requirements of Operator Services type trunks
                  and the circuits to connect the operator positions to the host
                  are covered in the Operator Services Switching Generic
                  Requirements ("OSSGR") Bellcore Document number FR-NWT-000271.

          50.3.16 Busy Line Verify and Interrupt

                  50.3.16.1  At the request of AT&T operators or Customers, U S
                             WEST operators will perform Busy Line Verify
                             ("BLV") and/or Busy Line Interrupt ("BLI")
                             operations where such capacity exists.

                  50.3.16.2  When possible and where consistent with the service
                             U S WEST provides to its own Customers and/or end
                             users, U S WEST shall engineer its BLV/BLI
                             facilities to accommodate the anticipated volume of
                             BLV/BLI requests during the busy hour. AT&T may,
                             from time to time, provide its anticipated volume
                             of BLV/BLI requests to U S WEST. In those instances
                             when failures occur to significant portions of the
                             BLV/BLI systems and databases and those systems and
                             databases become unavailable, U S WEST shall
                             promptly Inform AT&T.

                  50.3.16.3  BLV is performed when one Party's Customer requests
                             assistance from the other Party's operator or
                             operator bureau to determine if the called line is
                             in use; provided, however, that the operator bureau
                             will not complete the call for the Customer
                             initiating the BLV inquiry. Only one (1) BLV
                             attempt will be made per Customer operator bureau
                             call, and a charge shall apply whether or not the
                             called party releases the line.

                  50.3.16.4  BLI is performed when one Party's Customer requests
                             assistance from the other Party's operator bureau
                             to interrupt 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
<PAGE>

                                                                          Part A


                             the telephone call of the Customer initiating the
                             BLI request. The operator bureau will make only one
                             (1) BLI attempt per Customer operator telephone
                             call and the applicable charge applies whether or
                             not the called party releases the line.

                  50.3.16.5  Each Party's operator bureau shall accept BLV and
                             BLI inquiries from the operator bureau of the other
                             Party in order to allow transparent provision of
                             BLV/BLI traffic between the Parties' networks.

                  50.3.16.6  Each Party shall route BL/BLI Traffic inquiries
                             over direct trunks between the Parties' respective
                             operator bureaus. Unless otherwise mutually agreed,
                             the Parties shall configure BLV/BLI trunks over the
                             Interconnection architecture defined in Attachment
                             4 to this Agreement.

    50.4  Directory Assistance and Listings Service Requests

          50.4.1  These requirements pertain to U S WEST's Directory Assistance
                  and Listings Service Request process that enables AT&T to (a)
                  submit AT&T Customer information for inclusion in U S WEST
                  Directory Assistance and Directory Listings databases; (b)
                  submit AT&T Customer information for inclusion in published
                  directories; and (c) provide AT&T Customer delivery address
                  information to enable U S WEST to fulfill directory
                  distribution obligations.

                  50.4.1.1  [Intentionally left blank for numbering
                            consistency.]

                  50.4.1.2  U S WEST will accept the following Directory Listing
                            Migration Orders from AT&T, valid under all access
                            methods, including, but not limited to, Resale,
                            unbundled Network Elements and facilities-Based, and
                            will process the orders in a mechanized format:

                            (a) Migrate with no Changes: Maintain all directory
                                listings for the Customer in both Directory
                                Assistance and Directory Listing. Transfer
                                ownership and billing for listings to AT&T.

                            (b) Migrate with Additions: Maintain all directory
                                listings for the Customer in both Directory
                                Assistance and Directory Listing. Incorporate
                                the specified additional listings order.
                                Transfer ownership and billing for the listings
                                to AT&T.

                            (c) Migrate with Deletions: Maintain all directory
                                listings for the Customer in both Directory
                                Assistance and Directory Listing. Delete the
                                specified listings from the listing order.
                                Transfer ownership and billing for the listings
                                to AT&T.

                  50.4.1.3      The Directory Listings Migration Options should
                            not be tied to migration options specified for a
                            related service order (if any) such that a service
                            order specified as migration with changes may be
<PAGE>

                                                                          Part A

                       submitted along with a directory listing order specified
                       as migration with no changes.

           50.4.1.4        U S WEST shall enable AT&T to electronically transmit
                       multi-line listing orders.

           50.4.1.5        U S WEST agrees to work cooperatively with AT&T to
                       define specifications for, and implement a daily summary
                       report of, Directory Service Requests.  The summary
                       information will include, but is not limited to, the
                       following information:

                       (a) White page listings text and format (name, address,
                           phone, title, designation, extra line requirements )

                       (b) Listing Instruction codes

           50.4.1.6        To ensure accurate order processing, U S WEST shall
                       provide to AT&T the following information, with updates
                       within one (1) Business Day of change and via electronic
                       exchange:

                       (a) A matrix of NXX to central office
                       (b) Geographical maps, if available, of U S WEST service
                           area
                       (c) A description of calling areas covered by each
                           directory, including, but not limited to, maps of
                           calling areas and matrices depicting calling
                           privileges within and between calling areas
                       (d) Listing format rules
                       (e) Listing alphabetizing rules
                       (f) Standard abbreviations acceptable for use in listings
                           and addresses
                       (g) Titles and designations

           50.4.1.7        Based on changes submitted by AT&T, U S WEST shall
                       update and maintain Directory Assistance and Directory
                       Listings data for AT&T Customers who:

                       (a) Disconnect Service
                       (b) Change carrier
                       (c) Install Service
                       (d) Change any service which affects Directory Assistance
                           information
                       (e) Specify Non-Solicitation
                       (f) Are Non-Published, Non-Listed, or Listed

           50.4.1.8        U S WEST shall not charge for storage of AT&T
                       Customer information in the Directory Assistance and
                       Directory Listing systems.

           50.4.1.9        AT&T shall not charge for storage of U S WEST
                       Customer information in the Directory Assistance and
                       Directory Listing systems.

     50.5  Directory Assistance Data
<PAGE>

                                                                          Part A

       50.5.1  This Section refers to the residential, business, and
               government Customer records used by U S WEST to create and
               maintain databases for the provision of live or automated
               operator assisted Directory Assistance. Directory Assistance data
               is information that enables telephone exchange carriers to
               swiftly and accurately respond to requests for directory
               information, including, but not limited to, name, address and
               phone numbers. Under the provisions of the Act and the FCC
               Interconnection Order, U S WEST shall provide unbundled and non-
               discriminatory access to the residential, business and government
               Customer records used by U S WEST to create and maintain
               databases for the provision of live or automated operator
               assisted Directory Assistance.

       50.5.2  U S WEST shall provide an initial load of Customer records and
               Customer list information to AT&T, in a mutually-agreed-to
               format, via electronic transfer, within thirty (30) calendar days
               after a request by AT&T. The initial load shall include all data
               resident in the U S WEST Databases and/or systems used by U S
               WEST for housing Directory Assistance data and/or Customer
               listing data. In addition, the initial load shall be current as
               of the prior Business Day on which the initial load is
               provided./45/

       50.5.3  U S WEST shall provide AT&T daily updates to the Customer
               records and Customer list information in a mutually-agreed-to
               format via electronic transfer.

       50.5.4  U S WEST shall provide the ability for AT&T to electronically
               query the U S WEST Directory Assistance database and listings
               database in a manner at least consistent with and equal to that
               which U S WEST provides to itself or any other Person.

       50.5.5  U S WEST shall provide AT&T a complete list of ILECs, CLECs,
               and independent telephone companies that provided data contained
               in the database.

       50.5.6  On a daily basis, U S WEST shall provide updates (end user and
               mass) to the Listing information via electronic data transfer.
               Updates shall be current as of one (1) Business Day prior to the
               date provided to AT&T.

       50.5.7  U S WEST shall provide AT&T access to Directory Assistance
               support databases.  For example, AT&T requires access to use
               restriction information including, but not limited to, call
               completion.

       50.5.8  Directory Assistance data shall specify whether the Customer
               is a residential, business, or government Customer.

       50.5.9  Directory Assistance data shall be provided on the same terms,
               conditions, and rates that U S WEST provides such data to itself
               or other third parties.

___________________________________

/45/ MCI Order at p. 12, Issue 42(a)
<PAGE>

                                                                          Part A

       50.5.10 U S WEST shall provide complete refresh of the Directory
               Assistance data upon request by AT&T.

       50.5.11 U S WEST and AT&T will cooperate in the designation of a
               location at which the data will be provided.

51.  Unused Transmission Media


     51.1 Definitions

          51.1.1  Unused Transmission Media is physical inter-office
                  transmission media (e.g., optical fiber, copper twisted pairs,
                  coaxial cable) which have no lightwave or electronic
                  transmission equipment terminated to such media to
                  operationalize transmission capabilities.

          51.1.2  Dark fiber is excess fiber optic cable which has been placed
                  in a network and is not currently being lit by electronics
                  from any carrier. Dark Fiber, one type of Unused Transmission
                  Media, is unused strands of optical fiber. Dark Fiber also
                  includes strands of optical fiber which may or may not have
                  lightwave repeater (regenerator or optical amplifier)
                  equipment interspliced, but which has no line terminating
                  facilities terminated to such strands. Unused Transmission
                  Media also includes unused wavelengths within a fiber strand
                  for purposes of coarse or dense wavelength division
                  multiplexed (WDM) applications. Typical single wavelength
                  transmission involves propagation of optical signals at single
                  wavelengths (1.3 or 1.55 micron wavelengths). In WDM
                  applications, a WDM device is used to combine optical signals
                  at different wavelengths on to a single fiber strand. The
                  combined signal is then transported over the fiber strand. For
                  coarse WDM applications, one (1) signal each at 1.3 micron and
                  1.55 micron wavelength are combined. For dense WDM
                  applications, many signals in the vicinity of 1.3 micron
                  wavelength and/or 1.55 micron wavelength are combined.

     51.2 While U S WEST is not required to provide Unused Transmission Media,
          AT&T may, subject to the agreement of U S WEST, lease copper twisted
          pairs, coaxial cable or other Unused Transmission Media./46/

     51.3 Requirements

          51.3.1  Subject to Section 51.2 above, U S WEST shall make available
                  Unused Transmission Media to AT&T under a lease agreement or
                  other arrangement.

          51.3.2  U S WEST shall provide a single point of contact for
                  negotiating all Unused Transmission Media use arrangements.

          51.3.3  AT&T may test the quality of the Unused Transmission Media to
                  confirm its usability and performance specifications.

________________________________

/46/ AT&T Order at p. 8, "Dark Fiber" and MCIm at p. 2, Issues 8, 9 &10
<PAGE>

                                                                          Part A

          51.3.4  Where Unused Transmission Media is required to be offered or
                  is agreed to be offered by U S WEST, U S WEST shall provide to
                  AT&T information regarding the location, availability and
                  performance of Unused Transmission Media within ten (10)
                  Business Days for a records based answer and twenty (20)
                  Business Days for a field based answer, after receiving a
                  request from AT&T ("Request"). Within such time period, U S
                  WEST shall send written or electronic confirmation or any
                  other method of notification agreed to by the Parties of
                  availability of the Unused Transmission Media
                  ("Confirmation").

          51.3.5  Where Unused Transmission Media is required to be offered or
                  is agreed to be offered by U S WEST, U S WEST shall make
                  Unused Transmission Media available for AT&T's use in
                  accordance with the terms of this Section 51 within twenty
                  (20) Business Days or a reasonable time frame consistent with
                  industry standards after it receives written acceptance from
                  AT&T that the Unused Transmission Media is wanted for use by
                  AT&T. Splicing of AT&T fiber may be performed at the same
                  points that are available for U S WEST splices.

     51.4 Requirements Specific to Dark Fiber

          51.4.1  AT&T may test Dark Fiber leased from U S WEST using AT&T or
                  AT&T designated personnel subject to Section 51.2. U S WEST
                  shall provide appropriate interfaces to allow testing of Dark
                  Fiber. U S WEST shall provide an excess cable length of
                  twenty-five (25) feet minimum, where available, for fiber in
                  underground conduit. U S WEST shall provide splicing of AT&T
                  fiber to U S WEST Dark Fiber under normal circumstances
                  (e.g., no construction) in metropolitan areas within
                  seventeen (17) calendar days of AT&T's request, and within
                  thirty (30) calendar days of a request in a non-metropolitan
                  area. AT&T may request expedited splicing, which shall be
                  subject to available U S WEST resources.

         51.4.2   For WDM applications, U S WEST shall provide to AT&T an
                  interface to an existing WDM device or allow AT&T to install
                  its own WDM device (where sufficient system loss margins
                  exist or where AT&T provides the necessary loss compensation)
                  to multiplex the traffic at different wavelengths. This
                  applies to both the transmit and receive ends of the Dark
                  Fiber.

     51.5  [Intentionally left blank for numbering consistency.]

     51.6  Portions of the bandwidth of the fiber may be sectioned and AT&T may
           share the bandwidth with U S WEST and other CLECs.


52.  Service Standards

     52.1  U S WEST will provide all Local Resale, Ancillary Functions, Network
           Elements or Combinations in accordance with service standards,
           measurements, and performance requirements that are expressly
           specified in this Agreement and Attachment 5 hereto. In cases where
           such performance standards are not expressly specified, U S WEST will
<PAGE>

                                                                          Part A

           provide all Local Resale, Ancillary Functions, Network Elements or
           Combinations in accordance with performance standards which are at
           least equal to the level of performance standards and/or quality of
           service that U S WEST provides to itself, its Affiliates, to other
           CLECs, or other quality of service requirements imposed by the
           Commission, whichever is higher, in providing Local Resale, Ancillary
           Functions, Network Elements or Combinations to itself, to its end-
           users or to its Affiliates. If AT&T requests a higher level of
           service than that provided by U S WEST to itself, AT&T shall make the
           request pursuant to the BFR process.

     52.2  [Intentionally left blank]/47/

     52.3  [Intentionally left blank]/48/

     52.4  Metrics and Gap Closure Plans/49/

           The metrics in this Attachment or superseding Commission rule are
           tracked and measured on a monthly basis. These monthly performance
           results are managed as part of the Supplier Performance Quality
           Management System (SPQMS).

           SPQMS requires that when the monthly results do not meet the required
           performance levels described in this Attachment, Gap Closure Plans
           are implemented to improve performance. These Gap Closure Plans
           include:

           .  evaluation of the opportunity for continuous improvement, systems
              enhancements and re-engineering;
           .  forecasted improvement to the desired level of performance for
              each issue or initiative;
           .  evaluation of pertinent changes in periodic (monthly, weekly)
              results; and
           .  a date for compliance with the expected performance.

           The Gap Closure Plans will be reviewed monthly by AT&T, or more
           frequently as updated data and analysis are available. U S WEST shall
           modify its Gap Closure plans to accommodate AT&T's reasonable
           business concerns.

53.  Entire Agreement


     53.1  This Agreement shall include the Attachments, Appendices and other
           documents referenced herein all of which are hereby incorporated by
           reference, and 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.


__________________________________

/47/ Final Arbitration Order at pg. 28
/48/ Final Arbitration Order at pg. 28
/49/ Final Arbitration Order at pg. 28
<PAGE>

                                                                          Part A

          53.2 If a provision contained in any U S WEST tariff conflicts with
          any provision of this Agreement, the provision of this Agreement shall
          control, unless otherwise ordered by the FCC or the Commission.

54.  Reservation of Rights


     54.1 The Parties acknowledge that the terms of this Agreement were
          established pursuant to an order of the Commission.  Any or all of the
          terms of this Agreement may be altered or abrogated by a successful
          challenge to this Agreement (or the order approving this Agreement) as
          permitted by applicable law.  By signing this Agreement, neither Party
          waives its right to pursue such a challenge.

     54.2 The Parties enter into this Agreement without prejudice to any
          position they may have taken previously, or may take in the future in
          any legislative, regulatory, or other public forum addressing any
          matters, including matters related to the types of arrangements
          prescribed by this Agreement.

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

AT&T Communications of the Mountain        U S WEST Communications, Inc.
States, Inc.

_________________________________          _____________________________________
Signature**                                Signature*


Catherine A. Kilstrom
----------------------------------

         _____________________________
Name Printed/Typed                         Name Printed/Typed

Business Markets - Vice President
----------------------------------
         _____________________________
Title                                      Title

__________________________________         _____________________________________
                                           Date

*Signed as ordered by the arbitrator/commission in Docket
Nos__________________________.  Signature does not indicate agreement with all
aspects of the arbitrator's decision, nor does it waive any of U S WEST's right
to seek judicial review of all or part of the agreement, or to reform the
agreement as the result of successful judicial review.

** Submission and execution of this agreement by AT&T does not represent any
acknowledgement or agreement on its behalf that the agreement complies with the
requirements of the Act, including without limitation Section 271 of the Act,
including without limitation access to unbundled network elements and operations
support systems.
<PAGE>

                                                                    Attachment 1

<TABLE>
<CAPTION>
TABLE OF CONTENTS



<S> <C>                                                       <C>
1.  General Principles....................................... 1

2.  Resale Rates and Charge.................................. 1

3.  Construction and Implementation Costs.................... 2

4.  Unbundled Loops - Conditioning Charge.................... 3

5.  Transport and Termination................................ 3

6.  Number Portability....................................... 5

7.  Rate Structure........................................... 6
</TABLE>
<PAGE>

                                                                    Attachment 1

                               RATES and CHARGES

1.   General Principles

1.1  All rates provided under this Agreement shall remain in effect for the term
of this Agreement unless they are not in accordance with all applicable
provisions of the Act, the rules and regulations of the FCC, or the Commission's
rules and regulations.

1.2  Except as otherwise specified in this Agreement, as approved or ordered by
the Commission, or as agreed to by the Parties through good faith negotiations,
nothing in this Agreement shall prevent a Party through the dispute resolution
process described in this Agreement from seeking to recover the costs and
expenses, if any, it may incur in  (a) complying with and implementing its
obligations under this Agreement, the Act, and the rules, regulations and orders
of the FCC and the Commission, and (b) the development, modification, technical
installation and maintenance of any systems or other infrastructure which it
requires to comply with and to continue complying with its responsibilities and
obligations under this Agreement.


2.   Resale Rates and Charges

     U S WEST shall make its retail Telecommunications Services available to
     AT&T for resale at the interim wholesale rates specified in Appendix A
     to this Attachment 1.\1\

     2.2  [Intentionally left blank for numbering consistency]

     2.3  If the resold services are purchased pursuant to tariffs and the
          tariff rates change, charges billed to AT&T for such services will be
          based upon the new tariff rates less the applicable wholesale discount
          as agreed to herein.  The new rate will be effective upon the tariff
          effective date.

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

     2.5  AT&T will pay to U S WEST the PIC change charge without discount
          associated with AT&T end user changes of inter-exchange or intraLATA
          carriers.

     2.6  AT&T agrees to pay U S WEST at the wholesale discount rate when its
          end user activates any services or features that are billed on a per
          use or per activation basis (e.g., continuous redial, last call
          return, call back calling, call trace, etc.).  U S WEST shall provide
          AT&T with detailed billing information per applicable OBF standards
          unless otherwise agreed to by the Parties  as necessary to permit AT&T
          to bill its end users such charges.

     2.7  [Intentionally left blank for numbering consistency]


     Nonrecurring charges will be billed as approved by the Commission.

     2.9  [Intentionally left blank for numbering consistency]
_____________________________

\1\ AT&T Order, pg. 2, "Resale Restrictions" paragraph 1

                                    Page 1
<PAGE>

                                                                    Attachment 1

     2.10  [Intentionally left blank for numbering consistency]

     2.11  Resale prices shall be wholesale rates determined on the basis of
           retail rates charged to subscribers for the Telecommunications
           Service requested, excluding the portion thereof attributable to any
           marketing, billing, collection and other costs that will be avoided
           by U S WEST, as specified in the Act, by the FCC and/or the
           Commission. U S WEST shall be obligated to offer its volume and term
           discount service plans to AT&T provided that AT&T complies with the
           volume and term requirements contained therein. If selected by AT&T,
           an appropriate wholesale discount shall also be applied to such
           plans. With the exception of the preceding, AT&T shall not be
           required to agree to volume or term commitments as a condition for
           obtaining Local Service.\2\

     2.12  U S WEST shall bill AT&T and AT&T is responsible for all applicable
           charges for Resale Services. AT&T shall be responsible for all
           charges associated with services that AT&T resells to an end user.

3.  Construction and Implementation Costs

     3.1   3.1 U S WEST shall perform construction for AT&T for the services
           provided hereunder pursuant to and in accordance with the terms of U
           S WEST's retail and wholesale construction charge tariffs, as
           appropriate for the type of service provided. Such construction
           charge tariffs shall be imposed only if U S WEST assesses its own end
           users such charges for similar construction and also demonstrates to
           the Commission that it is customary industry practice to charge end
           users for similar costs. If another CLEC or U S WEST receives a
           benefit from the construction or other activity for which AT&T is
           charged, AT&T is entitled to recover contribution from the CLEC, or,
           if applicable, U S WEST as a beneficiary, for a share of the
           costs.\3\

     3.2   [Intentionally left blank for numbering consistency]

     3.3   [Intentionally left blank for numbering consistency]

     3.4   A quote for the AT&T portion of a specific job will be provided to
           AT&T. The quote will be in writing and will be binding for ninety
           (90) days after the issue date. When accepted, AT&T will be billed
           the quoted price and construction will commence after receipt of
           payment. If AT&T chooses not to have U S WEST construct the
           facilities, U S WEST reserves the right to bill AT&T for the expense
           incurred for producing the engineered job design.

     3.5   AT&T shall make payment of fifty percent (50%) of the nonrecurring
           charges and fees upon acceptance of the quotation with the remainder
           due upon completion of the construction. In the event that AT&T
           disputes the amount of U S WEST's proposed construction costs, AT&T
           shall deposit fifty percent (50%) of the quoted construction costs
           into an interest bearing escrow account prior to the commencement of
           construction. The remainder of the quoted construction costs shall be
           deposited into the escrow account upon completion of the
           construction. Upon resolution of the dispute, the escrow agent shall
           distribute amounts in the account in accordance with the resolution
           of such dispute, and any interest that has accrued with respect to
           amounts in the account shall be distributed proportionately to the
           Parties. The pendency of any such dispute shall not affect the
           obligation of U S WEST to complete the requested construction.
____________________

\2\ Final Arbitration Order at pg. 30
\3\ Final Arbitration Order at pg. 34
<PAGE>

                                                                    Attachment 1

4.   Unbundled Loops - Conditioning Charge

4.1  To the extent AT&T requires an Unbundled Loop to provide ISDN, HDSL,
ADSL or D-S1 service, such requirements will be identified on the order for
Unbundled Loop Service. Conditioning charges to condition such loops to ensure
the necessary transmission standard will be accrued at actual cost by US WEST
for each such loop. U S WEST's actual out-of-pocket costs to condition loops of
varying lengths will be examined in Docket No. 94-999-01 (Phase III).\4\


5.   Transport and Termination - Interim Prices  and Methodology\5\

     5.1  Rate Structure

          5.1.1  Local Traffic

                 5.1.1.1   Call Termination

                           5.1.1.1.1  The Parties agree that call termination
                                      rates as described in Appendix A to this
                                      Attachment 1 will apply reciprocally for
                                      the termination of EAS/Local traffic per
                                      minute of use. If the exchange of
                                      EAS/Local traffic between the Parties is
                                      within +/- 5% of balance (as measured
                                      monthly), the Parties agree that their
                                      respective call termination charges will
                                      offset one another, and no compensation
                                      will be paid. The Parties agree to perform
                                      monthly joint traffic audits, based upon
                                      mutually agreeable measurement criteria
                                      and auditing standards. In the event that
                                      the exchange of traffic is not in balance
                                      as described above, the call termination
                                      charges in Appendix A will apply.

                           5.1.1.1.2  For traffic terminated at an U S WEST or
                                      AT&T end office, the end office call
                                      termination rate in Appendix A shall
                                      apply.

                           5.1.1.1.3  For traffic terminated at a U S WEST or
                                      AT&T tandem switch, the tandem switched
                                      rate and the tandem transport rate in
                                      Appendix A shall apply in addition to the
                                      end office call termination rate described
                                      above.


                 5.1.1.4  Switching shall be purchased on a per line basis with
                          all functionality and features of such switch
                          including, but not limited to call routing.



_______________________________________

\4\ Final Arbitration Order at pg. 35
\5\ Final Arbitration Order at pg. 40

                                    Page 3
<PAGE>

                                                                    Attachment 1

               5.1.1.5  All other unbundled network elements may be purchased
                        separately or in combination on the basis outlined in
                        Appendix A.


      5.1.2    Transport

               5.1.2.1  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.

               5.1.2.2  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.

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

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

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

      5.1.3  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.

      5.1.4  Transit Traffic.

             Applicable switched access, Type 2 or LIS transport rates apply for
             the use of U S WEST'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

                                    Page 4
<PAGE>

                                                                    Attachment 1

             provider. For transiting wireless traffic, the Parties will charge
             each other the applicable local transit rate.

6.   Number Portability

     6.1   AT&T may request U S WEST to provide AT&T call detail records
     identifying each IXC which are sufficient to allow AT&T to render bills to
     IXCs for calls IXCs place to ported numbers in the U S WEST network which U
     S WEST forwards to AT&T for termination. To the extent U S WEST is unable
     to provide billing detail information within a reasonable time frame, the
     Parties may agree on an interim method to share access revenues pursuant to
     a mutually agreed upon surrogate approach.

7.   Rate Structure

           The prices set forth in Appendix A to this Attachment 1 which are
     designated as interim in nature are subject to true-up upon establishment
     of permanent rates by the Commission in Docket 94-999-01.  The prices set
     forth in Appendices A and B to this Attachment 1 which are designated as
     final in nature are subject to change if the Commission so orders in its
     pricing dockets.

                                    Page 5
<PAGE>

                                                                    Attachment 2
                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
1.      Description.................................................................................     1

2.      General Terms and Conditions for Resale.....................................................     3

3.      Basic Service Requirements..................................................................     4

4.      Requirements for Specific Services..........................................................     5

5.      Service Functions...........................................................................     9

6.      Security and Law............................................................................    10

7.      Ordering and Maintenance....................................................................    10

8.      Changes in Retail Service...................................................................    11

9.      Customer Authorization Process..............................................................    11

10.     AT&T Responsibilities.......................................................................    14

11.     Pricing.....................................................................................    15

12.     Deposit.....................................................................................    15
</TABLE>
<PAGE>

                                                                    Attachment 2


                   RESALEError! Reference source not found.

1.   Description

     1.1    AT&T may resell to any and all classes of end-users
            Telecommunications Services obtained from U S WEST under this
            Agreement, except for Centrex and Lifeline Assistance/Link-Up (or
            similar) services, which AT&T may only resell to those subscribers
            who are eligible for such services. U S WEST will not prohibit, nor
            impose unreasonable or discriminatory conditions or limitations on
            the resale of its Telecommunications Services. AT&T may not resell
            residential service to business customers, and business service may
            not be resold to residential customers./1/,/2/

     1.2    U S WEST will also make the following services available for resale:
            residence basic exchange, Centrex Plus, Operator Services, Directory
            Assistance, Optional Calling Plans, Volume Discount Plans,
            Discounted Feature Packages, Private Line Transport, negotiated
            contract arrangements, Business Basic Exchange, PBX Trunks, Frame
            Relay Service, ISDN, listings, features, IntraLATA toll, AIN
            services, and WATS. This list of services is neither all inclusive
            nor exclusive./3/

     1.3    At the request of AT&T, and pursuant to the requirements of the Act,
            and FCC rules and state rules and regulations, U S WEST shall make
            available to AT&T for resale any Telecommunications Services that U
            S WEST currently provides or may offer hereafter. Resale discounts
            may vary from the standard resale discount, subject to the approval
            of the Commission. U S WEST shall also provide Service Functions, as
            agreed to in this Attachment 2. The Telecommunications Services and
            Service Functions provided by U S WEST to AT&T pursuant to this
            Attachment 2 are collectively referred to as "Local Resale".

     1.4    This Section 1 describes several services which U S WEST shall make
            available to AT&T for resale pursuant to this Agreement. This
            description of services is neither all inclusive nor exclusive.
            Except as may be noted elsewhere in this Agreement, all services or
            offerings of U S WEST which are to be offered for resale pursuant to
            the Act are subject to the terms herein, even though they are not
            specifically enumerated or described.

     1.5    Voice mail and inside wire and other non-regulated enhanced services
            are not available for resale./4/

            1.5.1   Voice Mail


-----------------------------------
/1/ MCIm Order, p. 4 and AT&T Order pg. 2
/2/ Final Arbitration Order at pg. 43
/3/ Final Arbitration Order at pg. 30
/4/ AT&T Order, carryover paragraph on pp. 2-3, MCIm Order at p. 4, Issue 21 and
    Final Arbitration Order at pg. 45.
<PAGE>

                                                                    Attachment 2


                 U S WEST shall make available the SMDI-E ("Station Message Desk
            Interface-Enhanced"), where available, or SMDI (Station Message Desk
            Interface), where SMDI-E is not available, feature capability
            allowing for Voice Mail Services. U S WEST shall make available,
            where available, the MWI (Message Waiting Indicator) stutter
            dialtone and message waiting light feature capabilities. U S WEST
            shall make available CF-B/DA (Call Forward on Busy/Don't Answer),
            CF/B (Call Forward on Busy), and CF/DA (Call Forward Don't Answer)
            feature capabilities allowing for Voice Mail services.

     1.6    Grandfathered Services

            U S WEST shall offer for resale to AT&T all grandfathered services.
            AT&T may resell such services only to the same limited group of
            customers that have purchased such services in the past./5/ For
            purposes of this Agreement, a grandfathered service is a service
            that U S WEST no longer offers to new subscribers or a class of new
            subscribers. AT&T shall be notified of any U S WEST request for the
            termination of service and/or its grandfathering filed with the
            Commission or U S WEST's intent to grandfather/withdraw a service at
            least thirty (30) calendar days prior to the effective date of such
            grandfathering or intended termination. The form of notification may
            be either in written or electronic form.

     1.7    N11 Service

            AT&T shall have the right to resell any N11 service, including, but
            not limited to, 411 and 911 services.

     1.8    Promotions

                 Promotions of ninety (90) days or less need not be made
            available to AT&T at the wholesale discount rate./6/

     1.9    The specific business process requirements and systems interface
            requirements are set forth in Attachment 5.

     1.10   To the degree a term or condition contained in a U S WEST tariff or
            price list restricts AT&T's intended application or use of a
            wholesale service, U S WEST and AT&T shall, within fifteen (15) days
            following U S WEST's refusal to provide a wholesale service, show
            why any limitation of use disclosed in a tariff or price list is or
            is not overly restrictive and contrary to law. Existing Commission
            orders that impose resale restrictions are effective until amended
            or superseded by subsequent order or rule./7/

2.   General Terms and Conditions for Resale


--------------------------------
/5/ MCIm Order at p. 4, Issue 21
/6/ AT&T Order, at p. 2, MCIm Order at p. 4 and Final Arbitration Order at pg.
    31
/7/ MCI Order p. 4, Issue and AT&T Order, p. 2, "Resale Restrictions" paragraph
    2
<PAGE>

                                                                    Attachment 2


            2.1     Primary Local Exchange Carrier Selection. U S WEST shall
            apply the principles set forth in Section 64.1100 of the FCC Rules,
            47 C.F.R. (S)(S). 64.1100 as implemented, to the process for end-
            user selection of a primary local exchange carrier. In accordance
            with the customer authorization process described elsewhere in this
            Agreement, U S WEST shall not require notification from the
            customer, another carrier, or another entity, in order to process an
            AT&T order for local service for a customer.

     2.2    Except where otherwise provided, AT&T, or AT&T's agent, shall act as
            the single point of contact for its end users' service needs,
            including, without limitation, sales, service design, order taking,
            provision, change orders, training, maintenance, trouble reports,
            repair, post-sale servicing, billing, collection and inquiry. AT&T
            shall inform its end users that they are customers of AT&T for
            resold services. AT&T's end users who inadvertently contact U S WEST
            with questions regarding their AT&T service will be instructed to
            contact AT&T. U S WEST end users who inadvertently contact AT&T with
            questions regarding their U S WEST service will be instructed to
            contact U S WEST. Nothing in this Agreement shall be deemed to
            prohibit either Party from discussing its products and services with
            customers of the other Party who solicit such information or who are
            directly contacted by a Party.

3.   Basic Service Requirements

     3.1    Call Types

            3.1.1   U S WEST shall provide the following call types, features
                    and functions to AT&T and its end users with no loss of
                    feature or functionality: (a) dial tone and ringing; (b)
                    capability for either dial pulse or touch tone; (c) flat and
                    measured services; (d) speech recognition as available with
                    other custom calling and CLASS features; (e) same extended
                    area service free calling area; (f) 1 + intraLATA toll
                    calling; (g) access to interLATA toll calling; (h) access to
                    international calling; (i) lines as well as trunks (DID,
                    DOD); (j) analog and digital private line - all speeds; (k)
                    off-premises extensions; (l) Centrex; and (m) ISDN.

            3.2     U S WEST will provide access for AT&T and all its end user
            customers to all call types, including, but not limited to, 500,
            700, 800, 900, exchanges and dial around services (10XXX).

            3.3     U S WEST shall impose no restrictions on customer's calling
            (e.g., there should not be a 750 minute limit on flat rate calling).

     3.4    U S WEST will provide pre-subscription services for intraLATA and/8/
            interLATA toll services in accordance with currently accepted
            methods and procedures as ordered in Docket No. 98-049-05/9/.

     3.5    Features Requirements

                    3.5.1   U S WEST will provide AT&T the ability to suspend
            and restore customer service including vacation suspension service
            at the direction of AT&T.


____________________________________
/8/ Final Arbitration Order at pg. 45
/9/ Final Arbitration Order at pg. 45
<PAGE>

                                                                    Attachment 2


                         3.5.2     End Office Features. U S WEST will provide to
                    AT&T the same End Office Features available to U S WEST's
                    end users, including, but not limited to, CLASS features,
                    Custom Calling features, and AIN features.

                         3.5.3     Call Blocking Features. U S WEST will provide
                    to AT&T the same Call Blocking features as are available to
                    U S WEST's own Customers.

                    3.6  Upon request, U S WEST shall provide AT&T a list, in an
                    agreed upon format by central office, of all the
                    Telecommunications Services, features and functions offered
                    by U S WEST within sixty (60) days after such request and
                    shall provide updates to such lists as further described in
                    Attachment 5. U S WEST shall also provide an electronic
                    access method for AT&T to ascertain the service availability
                    of a particular USOC in a given central office.

4.   Requirements for Specific Services

     4.1    IntraLATA Toll

                   U S WEST will provide AT&T its intraLATA toll service to AT&T
            for resale where 1+ intraLATA toll presubscription is not available.

     4.2    Private Line Services

                   The following private line services shall be made available
            without restriction from U S WEST: (a) voice grade private line
            services; (b) off premise extensions; (c) foreign exchange line
            service; (d) point-to-point and multi-point digital services (e.g.,
            9.6 kbps-56 kbps; fractional DS-1); (e) DS-1 Services; (f) DS-3
            services; (g) OC-3 service (where available); (h) frame relay
            service; (i) packet switched services; (j) switched digital
            services; and (k) other private line services as they are made
            available.

     4.3    Centrex Requirements

                   4.3.1   At AT&T's option and as they are available to U S
            WEST's own end users via interstate tariffs and state tariffs, price
            lists, price schedules, catalogs, or Individual Case Basis, AT&T may
            purchase a single, any combination, or the entire set of Centrex
            features, including Centrex Management System (CMS) or its
            equivalent as described in Attachment 5. The Centrex service
            provided for resale will meet the requirements set forth in the
            following provisions of this Section.

            4.3.2  All service levels and features of Centrex service
            provided by U S WEST for resale by AT&T shall be at parity with
            levels and features provided to its own customers or as mutually
            agreed upon by the Parties.

            4.3.3  AT&T may aggregate the Centrex local exchange and
            intraLATA traffic usage of AT&T subscribers to the extent U S WEST
            makes such aggregation available to itself or to its end users,
            Customers, or Affiliates.

                   4.3.4  AT&T may aggregate multiple AT&T customers on
            dedicated access facilities.

<PAGE>

                                                                    Attachment 2

                 4.3.5   U S WEST shall make CMS information available to AT&T
            at the common block level via an electronic interface, as provided
            to U S WEST's own end users.

                 4.3.6   AT&T may use remote call forwarding in conjunction with
            Centrex service to provide service to AT&T local service Customers
            residing outside of the geographic territory in which U S WEST
            provides local exchange service. However, U S WEST is not obligated
            to provide facilities outside its service territory.

                 4.3.7   AT&T may purchase any and all levels of Centrex service
            for resale, without restriction on the minimum or maximum number of
            lines that may be purchased for any one level of service, equivalent
            to what is offered to U S WEST's own end users.

                 4.3.8   U S WEST will provide to AT&T the ability to suppress
            the need for AT&T customers to dial "9" when placing calls outside
            the Centrex system.

                 4.3.9   U S WEST shall make available to AT&T for resale, at no
            additional charge, intercom calling among all AT&T customers within
            a common block who utilize resold Centrex service.

     4.4    CLASS and Custom Features Requirements

                    AT&T may purchase a single, any combination, or the entire
            set of CLASS and custom features and functions, on a customer-
            specific basis. CLASS features shall include, but not be limited to:
            caller identification, name and number; call screening; call
            tracing; and automatic call back on busy (*69). U S WEST shall
            provide to AT&T a list of all such CLASS and custom features and
            functions within ten (10) days after a request by AT&T and shall
            provide updates to such list when new features and functions become
            available.

     4.5    Customer Financial Assistance Programs

            4.5.1   Local services provided to low-income subscribers, pursuant
                    to requirements established by the appropriate state
                    regulatory body, include programs such as Lifeline,
                    Voluntary Federal Customer Financial Assistance Program, and
                    Link-Up America ("Voluntary Federal Customer Financial
                    Assistance Programs"). When a U S WEST subscriber eligible
                    for the Voluntary Federal Subscriber Financial Assistance
                    Programs or other similar state programs chooses to obtain
                    local service from AT&T, U S WEST shall forward information
                    available to U S WEST regarding such subscriber's
                    eligibility to participate in such programs to AT&T in
                    electronic format when available in accordance with the
                    procedures set forth herein.

            4.5.2   U S WEST shall offer for resale Lifeline and Link-Up
                    Service; provided, however, that AT&T may only resell
                    Lifeline and Link-Up Service to those Customers eligible to
                    receive such services./10/ U S WEST will provide information
                    about the certification process for the provisioning of
                    Lifeline, Link-up,

------------------------------------
/10/ Final Arbitration Order at pg. 32
<PAGE>

                                                                    Attachment 2


                    and similar services. U S WEST will forward to AT&T, in
                    electronic format (when available), information available to
                    U S WEST regarding a subscriber's program eligibility,
                    status and certification when a U S WEST subscriber
                    currently on any U S WEST telephone assistance program
                    changes service to AT&T as their local exchange carrier. U S
                    WEST will cooperate in obtaining any subsidy associated with
                    a subscriber transfer to AT&T.

                    4.5.2.1   In connection with the transfer of a customer from
                              U S WEST to AT&T, U S WEST shall provide to AT&T a
                              customer profile, including customer name, billing
                              and residence address, billing telephone
                              number(s),eligibility for Voluntary Federal
                              Customer Financial Assistance Program, and other
                              similar services, and identification of U S WEST
                              features and services subscribed to by customer.

     4.6    Discount Plans and Services

            4.6.1   In accordance with FCC rules and regulations, U S WEST shall
                    offer for resale all Discount Plans and Services.

            4.6.2   AT&T can utilize any volume discounts that U S WEST makes
                    available to its end user customers.

     4.7    Hospitality Service

            U S WEST shall provide all blocking, screening, and all other
            applicable functions available for hospitality lines utilized as
            such.

     4.8    Telephone Line Number Calling Cards. Effective ten (10) Business
            Days after the date of an end-user's subscription to AT&T service or
            within twenty-four (24) hours after AT&T has notified U S WEST that
            it has replaced the subscriber's calling card, whichever is earlier,
            U S WEST will terminate its existing telephone line number-based
            calling cards and remove any U S WEST-assigned telephone line
            calling card number subaccount and PIN (including area code) ("TLN")
            from the LIDB. AT&T may issue a new telephone calling card to such
            customer, utilizing the same TLN, and AT&T shall have the right to
            enter such TLN in the LIDB for calling card validation purposes. U S
            WEST will assume responsibility for billing its calling card calls
            that appear before the card is terminated. Nothing in this section
            shall prohibit U S WEST from terminating calling card service to U S
            WEST customers who have been determined to be a credit risk,
            according to U S WEST's normal business practices.

            4.8.1   Except as provided above, the Parties will cooperate in the
                    deactivation and activation of calling cards and will make
                    reasonable efforts to minimize the time a customer is
                    without an active calling card.

            4.8.2   U S WEST shall not prohibit AT&T from issuing a new
                    telephone calling card to an AT&T customer utilizing the
                    same TLN and AT&T shall have the right to enter the TLN in
                    the LIDB for calling card verification purposes.

            4.8.3   U S WEST will provide AT&T the ability to utilize U S WEST's
                    LIDB for calling card validation.
<PAGE>

                                                                    Attachment 2


     US WEST shall make engineering support available to AT&T for Resale
            Services on the same basis as it provides such support for U S WEST
            end users. To the extent the cost of such engineering support has
            been considered an avoided cost in the development of the avoided
            cost discount, the cost of such engineering support shall be borne
            by AT&T.

     4.10   Payphone Services

            U S WEST agrees to sell for resale all tariffed PAL services at a
            appropriate wholesale discount to be determined by the Commission.

            4.10.1  U S WEST shall offer for resale, at a minimum, the
                    following: Coin Line, PAL, and PAL Coinless features.

                    Billed Number Screening
                    Ability to "freeze" PIC selection
                    One (1) bill per line and/or multiple lines per BAN
                    Point of demarcation at the Network Interface location
                    Detailed billing showing all 1+ traffic on paper, diskette
                    or electronic format
                    Touch-tone service
                    Option for listed or non-listed numbers
                    Access to 911 service
                    One (1) directory per line

            4.10.2  At a minimum, U S WEST shall offer for resale the following
                    Coin Line features:

                    Access to all central office intelligence required to
                    perform answer detection, coin collection, coin return, and
                    disconnect
                    Answer Detection
                    Option to block all 1+ calls to international destinations
                    IntraLATA Call Timing
                    Option of one-way or two-way service on line
                    Flat Rate Service, where available
                    Originating line screening
                    U S WEST central office intelligence for rating and other
                    functions
                    Option of measured service, where available
                    Ability to block any 1+ service that cannot be rated by the
                    coin circuits/
                    TSPS/OSPS to the extent provided on U S WEST coin lines
                    Protect against clip on fraud to the extent provided on U S
                    WEST coin lines
                    Protect against blue box fraud to the extent provided on U S
                    WEST coin lines
                    Provision of Information Digit 27

            4.10.3  At a minimum, U S WEST shall offer for resale the following
                    PAL and PAL Coinless features:

                    Originating line screening
                    Two-way service option
                    Flat rate service based on rate groups, where available
                    Option of one-way service on the line, where available
                    Option of measured service, where available
<PAGE>

                                                                    Attachment 2


                    Ability to keep existing serving telephone numbers if
                     cutover to AT&T
                    AT&T resale line incoming/outgoing screening
                    Provision of Information Digit 07
                    Provision of International Toll Denial Recognition Tone,
                     when available


            4.10.4  At a minimum, U S WEST shall offer for resale the following
                    PAL Coin feature:

                    Blocking for 1+ international, 10XXXX1 + international,
                    101XXXX1 + international, 1+900, N11, 976 and option to
                    block all 1-700 and 1-500 calls
                    Line side supervision option

            4.10.5  At a minimum, U S WEST shall offer for resale the following
                    PAL Coinless feature:

                    Blocking for 1 + international, 10XXXX1 + international,
                    101XXXX1 +International, 1+900, N11, 976, and 7 digit local

            4.10.6  U S WEST shall provide installation intervals for PAL
                    services to AT&T for ordering, call transfer, billing, and
                    PIC changes in accordance with performance standards that
                    are established by the Commission, pursuant to subsequent
                    agreement between the Parties or as provided to any other
                    Person.

5.   Service Functions

     5.1    U S WEST shall provide AT&T with the information available to U S
            WEST that AT&T will need to certify subscribers who transfer from U
            S WEST as exempt from charges (including taxes), or eligible for
            reduced charges associated with providing services.

     5.2    U S WEST shall provide AT&T with appropriate notification of all
            area transfers with line level detail one hundred twenty (120) days
            before service transfer, and will also notify AT&T within one
            hundred twenty (120) days before such change or any LATA boundary
            changes.

     5.3    U S WEST will work cooperatively with AT&T in practices and
            procedures regarding the handling of law enforcement and service
            annoyance calls.

     5.4    Support Functions

            5.4.1   Routing to Directory Assistance, Operator and Other Services

                    5.4.1.1   U S WEST shall make available to AT&T the ability
                              to route:

                              Error! Reference source not found.(a) all Local
                                   Directory Assistance calls (411, (NPA) 555-
                                   1212) dialed by AT&T Customers directly to
                                   the AT&T Directory Assistance Services
                                   platform, where technically feasible and
                                   consistent with FCC rules; and

                              (b)  Local Operator Services calls (O+, O-) dialed
                                   by AT&T Customers directly to the AT&T Local
                                   Operator Services platform, where technically
                                   feasible and consistent with FCC rules. Such
                                   traffic shall
<PAGE>

                                                                    Attachment 2


                                   be routed over trunk groups between U S WEST
                                   end offices and the AT&T Local Operator
                                   Services Platform, using standard Operator
                                   Services dialing protocols of O+ or O-.

                    5.4.1.2   All direct routing capabilities described herein
                              shall permit AT&T Customers to dial the same
                              telephone numbers for AT&T Directory Assistance
                              and Local Operator Service as U S WEST customers
                              use to access similar services.

6.   Security and Law

     6.1    U S WEST will maintain and safeguard all AT&T customer information
            according to CPNI privacy guidelines.

     6.2    U S WEST and AT&T will work jointly in security matters as they
            relate to AT&T customers in a resale environment including, but not
            limited to, harassment and annoyance calls.

     6.3    U S WEST and AT&T will work jointly to support law enforcement
            agency requirements including, but not limited to, taps, traces and
            court orders.

     6.4    U S WEST will work jointly with AT&T with respect to prevention and
            settlement of fraud.

     6.5    U S WEST and AT&T will work jointly to provide access to lines in a
            hostage situation.

7.   Ordering and Maintenance

     7.1    AT&T shall transmit to U S WEST the information necessary for the
            installation (billing, listing and other information), repair,
            maintenance and post-installation servicing according to U S WEST's
            standard procedures, as described in the U S WEST resale operations
            guide that will be provided to AT&T. When U S WEST'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, U S WEST will
            render its closing bill to the end user effective with the
            disconnection. Should AT&T's end user, a new service provider or
            AT&T request service be discontinued to the end user, U S WEST will
            issue a bill to AT&T for that portion of the service provided to the
            AT&T end user. In no event, shall the transition of an end user from
            U S WEST to AT&T cause a disconnection of service other than as
            specifically provided for in this Agreement. It is understood that
            AT&T's decision to request a change in class of service (or a
            conversion to a re-used unbundled loop) at "transition" may involve
            a few minutes out-of-service. The preceding may be modified by
            agreement of the Parties.

     7.2    U S WEST will notify AT&T by fax or other processes as agreed to by
            the Parties, when an end user moves to another service provider.

     7.3    The new service provider shall be responsible for issuing either a
            transfer of service or disconnect/new connect order, as appropriate.

     7.4    The Parties agree that they will work cooperatively to develop the
            standards and processes applicable to the transfer of such accounts
            that are in arrears.
<PAGE>

                                                                    Attachment 2


8.   Changes in Retail Service.

     8.1    U S WEST will notify AT&T of any changes in the terms and conditions
            under which it offers Telecommunications Services at retail to
            subscribers who are not telecommunications service providers or
            carriers, including, but not limited to, the introduction or
            discontinuance of any features, functions, services or promotions.

     8.2    U S WEST will provide to AT&T advance notice of the availability of
            new Telecommunication Services in accordance with Section 23.2 of
            Part A of this Agreement.

     8.3    In the event U S WEST intends to terminate the provisioning of any
            resold services to AT&T for any reason, AT&T shall be responsible
            for providing any and all necessary notice to its end users of the
            termination. In no case shall U S WEST be responsible for providing
            such notice to AT&T's end users. U S WEST will provide sufficient
            written notice to AT&T of U S WEST's intent to terminate a resold
            service so that AT&T may notify its customers or intervene in the
            proceedings on a timely basis consistent with Commission rules and
            notice requirements.

9.   Customer Authorization Process

     9.1    U S WEST and AT&T will use the existing PIC process as a model, and
            the same or similar procedures for changes of local providers. For a
            local carrier change initiated by AT&T or an agent of AT&T to a
            customer, one of the following four (4) procedures will constitute
            authorization for the change: (a)Obtain the customer's written
            authorization (letter of authorization or LOA); (b) Obtain the
            customer's electronic authorization by use of an toll-free number;
            (c) Have the customer's oral authorization verified by an
            independent third party (third party verification); or (d) Send an
            information package, including a prepaid, returnable postcard,
            within three (3) days of the customer's request for a local carrier
            change, and wait fourteen (14) days before submitting the local
            carrier change to the previous carrier.

     9.2    It is understood by U S WEST and AT&T that these procedures may be
            superseded or modified by FCC rules or industry standards.

     9.3    U S WEST will provide AT&T authorization for a local carrier change
            that is initiated by a customer call to AT&T. In this case AT&T
            will: (a) maintain internal records verifying the customer's stated
            intent to switch carriers; and (b) produce the record in case of a
            slamming dispute consistent with FCC rules.

     9.4    Should an end user dispute or a discrepancy arise regarding the
            authority of AT&T to act on behalf of the end user, AT&T is
            responsible for providing a written response evidencing its
            authority to U S WEST within five (5) Business Days of receipt of a
            written request from U S WEST describing the basis of the dispute or
            discrepancy. If there is a conflict between the end user designation
            or AT&T does not provide a response within five (5) Business Days, U
            S WEST shall honor the designation of the end user. In the event the
            end user designation is honored by U S WEST as described above, then
            AT&T shall remit a slamming charge, if any, in accordance with
            Section 258 of the Act and Commission Rules.
<PAGE>

                                                                    Attachment 2


     9.5    Should an end user dispute or a discrepancy arise regarding the
            authority of U S WEST to act on behalf of the end user, U S WEST is
            responsible for providing a written response evidencing its
            authority to AT&T within five (5) Business Days of receipt of a
            written request from AT&T describing the basis of the dispute or
            discrepancy. If there is a conflict between the end user designation
            or U S WEST does not provide a response within five (5) Business
            Days, AT&T shall honor the designation of the end user. In the event
            the end user designation is honored by AT&T as described above then
            U S WEST shall remit a slamming charge, if any, in accordance with
            Section 258 of the Act and Commission rules.

     9.6    AT&T shall designate the Primary Interexchange Carrier (PIC)
            assignments on behalf of its end users for interLATA services and
            for intraLATA services when intraLATA presubscription is
            implemented.

     9.7    When Customers switch from U S WEST to AT&T, or to AT&T from any
            other service provider, such Customers shall be permitted to retain
            their current telephone numbers if they so desire and if they do not
            change their service address to an address served by a different
            central office. U S WEST shall take no action to prevent AT&T
            customers from retaining their current telephone numbers.

10.  AT&T Responsibilities

     10.1   AT&T must send to U S WEST either: (a) complete and accurate end
            user listing information for Directory Assistance and 911 Emergency
            Services using processes mutually agreed to by the Parties, or (b)
            notification of as is migration. AT&T must provide to U S WEST
            accurate end user information to ensure appropriate listings in any
            databases in which U S WEST retains and/or maintains end user
            information. AT&T assumes liability for the accuracy of information
            provided to U S WEST. After receiving accurate information from
            AT&T, U S WEST assumes liability for the accuracy of transmission of
            such information to the database provider (e.g., SCC).

     10.2   U S WEST shall provide AT&T with the capability to assign large
            quantities (i.e., greater than ten (10)) of telephone numbers for
            multiple line and PBX customers in accordance with U S WEST's
            tariffs and/or its own internal practices.

     10.3   AT&T will provide a three year non-binding forecast within ninety
            (90) days a request by AT&T. The forecast shall be updated and
            provided to U S WEST on a quarterly basis. 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
                 AT&T's anticipated order volume
                 AT&T's key contact personnel

11.  Pricing

     The wholesale discount rate charged to AT&T for Local Service are set forth
     in Attachment 1 of this Agreement.

12.  Deposit
<PAGE>

                                                                    Attachment 2


     12.1   U S WEST may require a suitable deposit to be held by U S WEST as a
            guarantee for payment of U S WEST's charges for companies which
            cannot demonstrate sufficient financial integrity based on
            commercially reasonable standards, which may include a satisfactory
            credit rating as determined by a recognized credit rating agency
            reasonably acceptable to U S WEST.

     12.2   When the service is terminated or when AT&T has established
            satisfactory credit, if required under the terms of the preceding
            paragraph, the amount of the initial or additional deposit, with any
            interest due, will, at AT&T's option, be either credited to AT&T's
            account or refunded. Satisfactory credit for AT&T's is defined as
            (a) twelve (12) months positive payment history in another capacity
            with U S WEST, such as in the interexchange area; (b) financial
            standing as outlined in the preceding paragraph above; (c) posting a
            bond; or (d) twelve (12) consecutive months' service as a reseller
            without a termination for nonpayment and with no more than one (1)
            notification of intent to terminate service for nonpayment. Interest
            on the deposit shall be accumulated by U S WEST at a rate equal to
            the federal prime rate, as published in the Wall Street Journal from
            time to time.
<PAGE>

                                                                    Attachment 3
TABLE OF CONTENTS

<TABLE>
<S>                                                                                                             <C>
1.   Introduction.............................................................................................  1

2.   Unbundled Network Elements...............................................................................  1

3.   Standards for Network Elements...........................................................................  3

4.   Tandem Switching.........................................................................................  3

5.   Shared Transport.........................................................................................  6

6.   Common Transport.........................................................................................  6

7.   Dedicated Transport......................................................................................  9

8.   Loop.....................................................................................................  18

9.   Distribution.............................................................................................  26

10.  Local Switching..........................................................................................  28

11.  Network Interface Device.................................................................................  35

12.  Operator Systems.........................................................................................  37

13.  E911.....................................................................................................  38

14.  Directory Assistance Data................................................................................  38

15.  Signaling Link Transport.................................................................................  38

16.  Signaling Transfer Points (STPs).........................................................................  39

17.  Service Control Points/Databases.........................................................................  43

18.  Additional Requirements..................................................................................  53

18.1 Cooperative Testing......................................................................................  53

18.2 Performance..............................................................................................  55
</TABLE>
<PAGE>

                                                                    Attachment 3
UNBUNDLED ACCESS/ELEMENTS

1.   Introduction

          1.1  U S WEST shall provide unbundled Network Elements in accordance
          with this Agreement, the Act, FCC rules and regulations, and state
          rules, regulations and orders. The price for each Network Element is
          set forth in Attachment 1 of this Agreement. Except as otherwise set
          forth in this Attachment, AT&T may order Network Elements as of the
          Effective Date of this Agreement.

     1.2  General Terms

          1.2.1  U S WEST agrees to make available the following unbundled
                 Network Elements which are addressed in more detail in the
                 following sections of this Attachment: (a) local loop, (b)
                 local and tandem switches (including all vertical switching
                 features provided by such switches)/1/, (c) interoffice
                 transmission facilities, (d) network interface devices, (e)
                 signaling and call-related database facilities, (f) operations
                 support systems functions, and (g) operator and directory
                 assistance facilities.

          1.2.2  U S WEST shall offer each Network Element individually and in
                 Combinations with any other Network Element or Network Elements
                 in order to permit AT&T to combine such Network Element or
                 Network Elements obtained from U S WEST or with network
                 components provided by itself or by third parties to provide
                 Telecommunications Services to its subscribers. AT&T may
                 purchase unbundled Network Elements individually or in
                 Combinations without restrictions as to how those elements may
                 be rebundled subject to the provisions of 47 CFR 51.309, 51.315
                 and 51.515(c), as effective./2/

Section 2.Unbundled Network Elements

      2.1 U S WEST shall offer Network Elements to AT&T on an unbundled basis on
          rates, terms and conditions that are just, reasonable, and non-
          discriminatory in accordance with the terms and conditions of this
          Agreement.

      2.2 U S WEST shall permit AT&T to connect AT&T's facilities or facilities
          provided to AT&T by third parties with each of U S WEST's unbundled
          Network Elements at any technically feasible point designated by AT&T.

      2.3 AT&T may use one or more Network Elements to provide any feature,
          function, capability, or service option such Network Element(s) is
          capable of providing or any feature,
______________
/1/ AT&T Order at p. 2, "Local Switch - Vertical Features"

/2/ MCI Order at p.3, Issue 14 and AT&T Order at p. 2, "Combination of Unbundled
    Elements"
<PAGE>

                                                                    Attachment 3

          function, capability, or service option described in the technical
          references identified herein, or as may otherwise be determined by
          AT&T.

          2.3.1  AT&T may, at its option, designate any technically feasible
                 method of access to unbundled Network Elements, including
                 access methods currently or previously in use by U S WEST.

     2.4  For each Network Element, U S WEST shall provide a demarcation point
          (e.g., at a Digital Signal Cross Connect, DCS, Light Guide Cross
          Connect panel or a Main Distribution Frame) and, if necessary, access
          to the AT&T side of such demarcation point, which AT&T agrees is
          suitable. Where U S WEST provides combined Network Elements at AT&T's
          direction, however, no demarcation point shall exist between such
          contiguous Network Elements. AT&T may purchase unbundled Network
          Elements without restrictions as to how AT&T may rebundle those
          elements./3/

     2.5  [Intentionally left blank for numbering consistency]

     2.6  This Attachment describes the initial set of Network Elements which
          AT&T and U S WEST have identified as of the Effective Date of this
          Agreement:

                 Loop
                 Network Interface Device
                 Distribution (subject to the BFR)
                 Local Switching
                 Operator Systems
                 Shared Transport
                 Common Transport
                 Dedicated Transport
                 Signaling Link Transport
                 Signaling Transfer Points
                 Service Control Points/Databases
                 Tandem Switching
                 911
                 Directory Assistance

     2.7  AT&T and U S WEST agree that the Network Elements identified in this
          Attachment are not all of the possible Network Elements.

     2.8  AT&T may identify additional or revised Network Elements as necessary
          to provide Telecommunications Services to its subscribers, to improve
          network or service efficiencies or to accommodate changing
          technologies, customer demand, or other requirements.

          2.8.1  AT&T will request such Network Elements in accordance with the
                 Bona Fide Request Process described in the Part A of this
                 Agreement. Additionally, if U S WEST provides any Network
                 Element that is not identified in this Agreement to itself, to
                 its own subscribers, to a U S WEST Affiliate or to any other
                 Person, U S WEST shall make available the same Network Element
                 to AT&T on terms

_____________
/3/ MCIm Order at p. 3, Issue 14 and AT&T Order at p. 2, "Combination of
    Unbundled Network Elements"_____
<PAGE>

                                                                   Attachment 3

                 and conditions no less favorable to AT&T than those provided to
                 itself or to any other party.

3.   Standards for Network Elements

     3.1  Each Network Element shall be furnished at a service level equal to or
          better than the requirements set forth in the technical references
          identified herein for each such Network Element, as well as any
          performance or other requirements, identified in this Attachment,
          subject to Sections 1.3.1 and 1.3.2 of Part A of this Agreement.

     3.2  If one or more of the requirements set forth in this Agreement are in
          conflict, the Parties agree to resolve such conflict in accordance
          with the, dispute resolution provisions of Part A of this Agreement.

          3.2.1  U S WEST shall provide to AT&T, upon request, engineering,
                 design, performance and other network data sufficient for AT&T
                 to determine that the requirements of this Section 3 are being
                 met. In the event such data indicates that the requirements set
                 forth herein are not being met, U S WEST shall, within ten (10)
                 days, cure any design, performance or other deficiency and
                 provide new data sufficient for AT&T to determine that such
                 deficiencies have been cured.

          3.2.2  U S WEST agrees to work cooperatively with AT&T to provide
                 Network Elements that will meet AT&T's needs in providing
                 Telecommunications Services to its subscribers.

     3.3  Unless otherwise requested by AT&T, each Network Element or any
          Combination thereof and the connections between Network Elements
          provided by U S WEST to AT&T shall be made available to AT&T at any
          technically feasible point, that is equal to or better than the manner
          in which U S WEST provides such Network Elements, Combinations and
          connections to itself its own subscribers, to a U S WEST Affiliate or
          to any other Person.

Description of Unbundled Elements

4.   Tandem Switching

     U S WEST will provide a tandem switching element ("Tandem Switching") on an
     unbundled basis. The tandem switch element includes the facilities
     connecting the trunk distribution frames to the switch, and all the
     functions of the switch itself, including those facilities that establish a
     temporary transmission path between two (2) other switches. The definition
     of the tandem switching element also includes the functions 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.

     4.1  Definition:

     Tandem Switching is the function that establishes a communications path
     between two (2) switching offices through a third switching office (the
     tandem switch) including, but not limited to, those of AT&T, U S WEST,
     independent telephone companies (ICOs), IXCs and wireless carriers.

     4.2  Technical Requirements
<PAGE>

                                                                   Attachment 3

          4.2.1  Tandem Switching provided by U S WEST to AT&T shall have the
                 same capabilities or equivalent capabilities as those described
                 in Bell Communications Research TR-TSY-000540 Issue 2R2, Tandem
                 Supplement, June 1, 1990. The requirements for Tandem Switching
                 include, but are not limited to, the following:

                 4.2.1.1  Tandem Switching shall provide signaling to establish
                          a tandem connection;

                 4.2.1.2  Tandem Switching shall provide screening (digit
                          analysis) and routing as designated by AT&T;

                 4.2.1.3  Where technically feasible, Tandem Switching shall
                          provide recording of all billable events designated by
                          AT&T;

                 4.2.1.4  Tandem Switching shall allow passing of Advanced
                          Intelligent Network triggers supporting AIN features;

                 4.2.1.5  Tandem Switching shall provide connectivity to
                          Operator Systems as designated by AT&T;

                 4.2.1.6  Tandem Switching shall provide access to toll free
                          number portability database where AT&T sends such
                          traffic to a tandem;

                 4.2.1.7  Tandem Switching shall allow the passing of all
                          functions associated with traffic for all trunk
                          interconnection discussed under the "Network
                          Interconnection" section of this Agreement (e.g., SS7,
                          MF, DTMF, Dial Pulse, PRI-ISDN, DID, and CAMA-ANI (if
                          appropriate for 911));

                 4.2.1.8  Tandem Switching shall provide connectivity to PSAPs
                          where 911 solutions are deployed and the tandem is
                          used for 911; and

                 4.2.1.9  Tandem Switching shall provide connectivity to Transit
                          Traffic to and from other carriers.

          4.2.2  Tandem Switching shall accept connections (including the
                 necessary signaling and trunking interconnections) between end
                 offices, other tandems, IXCs, ICOs, CAPs and CLEC switches.

          4.2.3  Tandem Switching shall provide local tandeming functionality
                 between two (2) end offices including two (2) offices belonging
                 to different CLECs (e.g., between an AT&T end office and the
                 end office of another CLEC).

          4.2.4  Tandem Switching shall preserve CLASS/LASS features and Caller
                 ID as traffic is processed. Additional signaling information
                 and requirements are provided in Section 15 of this Attachment.

          4.2.5  Tandem Switching shall record billable events and send them to
                 the area billing centers designated by AT&T. Billing
                 requirements are specified in Attachment 5 of this Agreement.
<PAGE>

                                                                   Attachment 3

          4.2.6  U S WEST shall perform routine testing and fault isolation on
                 the underlying switch providing Tandem Switching and all its
                 Interconnections. When requested by AT&T, the results and
                 reports of the testing shall be made immediately available to
                 AT&T.

          4.2.7  When requested by AT&T, U S WEST shall provide to AT&T for
                 review performance data regarding traffic characteristics or
                 other measurable elements with respect to AT&T traffic.

          4.2.8  Tandem Switching shall control congestion using capabilities
                 such as Automatic Congestion Control and Network Routing
                 Overflow. Congestion control provided or imposed on AT&T
                 traffic shall be at parity with controls being provided or
                 imposed on U S WEST traffic (e.g., U S WEST shall not block
                 AT&T traffic and leave its own traffic unaffected or less
                 affected).

          4.2.9  Tandem Switching shall route calls to U S WEST or AT&T
                 endpoints or platforms (e.g., Operator Services and PSAPs) on a
                 per call basis as designated by AT&T. Detailed primary and
                 overflow routing plans for all interfaces available within the
                 U S WEST switching network shall be mutually agreed to by AT&T
                 and U S WEST. Such plans shall meet AT&T requirements for
                 routing calls through the local network.

          4.2.10 Tandem Switching shall process originating toll free traffic
                 received from an AT&T local switch.

          4.2.11 In support of AIN triggers and features, Tandem Switching shall
                 provide SSP capabilities when these capabilities are not
                 available from the Local Switching Network Element.

          4.2.12 The Local Switching and Tandem Switching functions may be
                 combined in an office. If this is done, both Local Switching
                 and Tandem Switching shall provide all of the functionality
                 required of each of those Network Elements in this Agreement.

     4.3  Interface Requirements

          4.3.1  Tandem Switching shall provide interconnection to the E911 PSAP
                 where the underlying Tandem is acting as the E911 Tandem.

          4.3.2  Tandem Switching shall interconnect, with direct trunks, to all
                 carriers with which U S WEST interconnects.

          4.3.3  U S WEST shall provide all signaling necessary to provide
                 Tandem Switching with no loss of feature functionality.

          4.3.4  For applicable call types, Tandem Switching shall interconnect
                 with AT&T's switch, using two-way trunks, for traffic that is
                 transiting via the U S WEST network to interLATA or intraLATA
                 carriers. At AT&T's request, Tandem Switching shall record and
                 keep records of traffic for billing.
<PAGE>

                                                                   Attachment 3

          4.3.5  At AT&T's request, Tandem Switching shall provide overflow
                 routing of traffic from a given trunk group or groups onto
                 another trunk group or groups according to the methodology
                 employed by U S WEST as designated by AT&T.

     4.4  Tandem Switching shall meet or exceed each of the requirements for
          Tandem Switching set forth in the following technical references:

          4.4.1  Bell Communications Research TR-TSY-000540 Issue 2R2, Tandem
                 Supplement, June 1, 1990;

          4.4.2  GR-905-CORE covering CCSNIS;

          4.4.3  GR-1429-CORE for call management features; and

          4.4.4  GR-2863-CORE and GR-2902-CORE for CCS AIN interconnection.

5.   Shared Transport

     U S WEST will provide unbundled access to U S WEST transmission facilities
     between end offices, end offices and the tandem switch, and the tandem
     switch and end offices for completing local calls. Such transmission
     facilities would be shared with U S WEST and, as applicable, with other
     CLECs. Transport routing shall be on an identical basis as routing is
     performed by U S WEST, providing the same efficiencies that U S WEST
     employs for itself. Costs will be allocated appropriately based upon the
     transmission path taken by each call. Shared transport shall meet the
     technical specifications as itemized below for Common Transport./4/

6.   Common Transport

     6.1  Definition

          Common Transport is an interoffice transmission path between U S WEST
          Network Elements shared by carriers. Where U S WEST Network Elements
          are connected by intra-office wiring, such wiring is provided as a
          part of the Network Elements and is not Common Transport. U S WEST
          shall offer Common Transport as of the Effective Date of this
          Agreement, at DS-0, DS-1, DS-3, STS-1 or higher transmission bit rate
          circuits. Common Transport consists of U S WEST inter-office transport
          facilities and is distinct and separate from Local Switching.

     6.2  Technical Requirements

          6.2.1  U S WEST shall be responsible for the engineering,
                 provisioning, and maintenance of the underlying equipment and
                 facilities used to provide Common Transport.

          6.2.2  In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
                 Agreement at a minimum, Common Transport shall meet all of the
                 requirements set forth in the following technical references,
                 as applicable for the transport technology being used:

_____________
/4/ Final Arbitration Order at pg.56
<PAGE>

                                                                   Attachment 3

                 6.2.2.1   ANSI T1.101-1994, American National Standard for
                           Telecommunications-Synchronization Interface Standard
                           Performance and Availability;

                 6.2.2.2   ANSI T1.102-1993, American National Standard for
                           Telecommunications - Digital Hierarchy - Electrical
                           Interfaces;

                 6.2.2.3   ANSI T1.102.01-199x, American National Standard for
                           Telecommunications - Digital Hierarchy - VT1.5;

                 6.2.2.4   ANSI T1.105-1995, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Basic Description including Multiplex
                           Structure, Rates and Formats;

                 6.2.2.5   ANSI T1.105.01-1995, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) Automatic Protection Switching;

                 6.2.2.6   ANSI T1.105.02-1995, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Payload Mappings;

                 6.2.2.7   ANSI T1.105.03-1994, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Jitter at Network Interfaces;

                 6.2.2.8   ANSI T1.105.03a-1995, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET)-Jitter at Network Interfaces -DS-1
                           Supplement;

                 6.2.2.9   ANSI T1.105.05-1994, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Tandem Connection;

                 6.2.2.10  ANSI T1.105.06-199x, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Physical Layer Specifications;

                 6.2.2.11  ANSI T1.105.07-199x, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Sub STS-1 Interface Rates and Formats;

                 6.2.2.12  ANSI T1.105.09-199x, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Network Element Timing and Synchronization;

                 6.2.2.13  ANSI T1.106-1988, American National Standard for
                           Telecommunications - Digital Hierarchy - Optical
                           Interface Specifications (Single Mode);
<PAGE>

                                                                   Attachment 3

                 6.2.2.14  ANSI T1.107-1988, American National Standard for
                           Telecommunications - Digital Hierarchy - Formats
                           Specifications;

                 6.2.2.15  ANSI T1.107a-1990, American National Standard for
                           Telecommunications - Digital Hierarchy - Supplement
                           to Formats Specifications (DS3 Format Applications);

                 6.2.2.16  ANSI T1.107b-1991, American National Standard for
                           Telecommunications - Digital Hierarchy - Supplement
                           to Formats Specifications;

                 6.2.2.17  ANSI T1.117-1991, American National Standard for
                           Telecommunications - Digital Hierarchy - Optical
                           Interface Specifications (SONET) (Single Mode - Short
                           Reach);

                 6.2.2.18  ANSI T1.403-1989, Carrier to Subscriber Installation,
                           DS-1 Metallic Interface Specification;

                 6.2.2.19  ANSI T1.404-1994, Network-to-Subscriber Installation
                           -DS-3 Metallic Interface Specification;

                 6.2.2.20  ITU Recommendation G.707, Network node interface for
                           the synchronous digital hierarchy (SDH);


                 6.2.2.21  ITU Recommendation G.704, Synchronous frame
                           structures used at 1544, 6312, 2048, 8488 and 44736
                           kbit/s hierarchical levels;

                 6.2.2.22  Bellcore FR-440 and TR-NWT-000499, Transport Systems
                           Generic Requirements (TSGR): Common Requirements;

                 6.2.2.23  Bellcore GR-820-CORE, Generic Transmission
                           Surveillance: DS-1 & DS-3 Performance;

                 6.2.2.24  Bellcore GR-253-CORE, Synchronous Optical Network
                           Systems (SONET) Common Generic Criteria;

                 6.2.2.25  Bellcore TR-NWT 000507, Transmission, Section 7,
                           Issue 5 (Bellcore, December 1993) (A module of LSSGR,
                           FR-NWT-000064.);

                 6.2.2.26  Bellcore TR-NWT-000776, Network Interface Description
                           for ISDN Subscriber Access;

                 6.2.2.27  Bellcore TR-INS-000342, High-Capacity Digital Special
                           Access Service-Transmission Parameter Limits and
                           Interface Combinations, Issue 1, February 1991;

                 6.2.2.28  Bellcore ST-TEC-000052, Telecommunications
                           Transmission Engineering Textbook, Volume 2:
                           Facilities, Third Edition, Issue 1, May 1989; and
<PAGE>

                                                                   Attachment 3

                 6.2.2.29  Bellcore ST-TEC-000051, Telecommunications
                           Transmission Engineering Textbook Volume 1:
                           Principles, Third Edition, Issue 1, August 198?.

Section 7. Dedicated Transport

     7.1  Definition:

          7.1.1  Dedicated Transport is an interoffice transmission path between
                 AT&T designated locations to which AT&T is granted exclusive
                 use. Such locations may include U S WEST central offices or
                 other locations, AT&T network components, other carrier network
                 components, or subscriber premises.

          7.1.2  U S WEST shall offer Dedicated Transport in each of the
                 following manners:

                 7.1.2.1   as capacity on a shared facility;

                 7.1.2.2   as a circuit (e.g., DS-1, DS-3, STS-1) dedicated to
                           AT&T; and

                 7.1.2.3   as a system (i.e., the equipment and facilities used
                           to provide Dedicated Transport such as SONET ring)
                           dedicated to AT&T.

          7.1.3  When Dedicated Transport is provided as a circuit or as
                 capacity on a shared facility, it shall include, as
                 appropriate:

                 7.1.3.1   multiplexing functionality;

                 7.1.3.2   grooming functionality; and,

                 7.1.3.3   redundant equipment and facilities necessary to
                           support protection and restoration.

          7.1.4  When Dedicated Transport is provided as a system, it shall
                 include:

                 7.1.4.1   transmission equipment such as multiplexers, line
                           terminating equipment, amplifiers, and regenerators;

                 7.1.4.2   inter-office transmission facilities such as optical
                           fiber, copper twisted pair, and coaxial cable;

                 7.1.4.3   redundant equipment and facilities necessary to
                           support protection and restoration; and

                 7.1.4.4   access to the Digital Cross-Connect System ("DCS")
                           functionality as an option in the same manner
                           provided to IXCs that purchase transport services.
                           DCS is described below in Section 7.5 of this
                           Attachment.

     7.2  Technical Requirements

          This Section sets forth technical requirements for all Dedicated
          Transport.
<PAGE>

                                                                   Attachment 3

          7.2.1  When U S WEST provides Dedicated Transport as a circuit or a
                 system, the entire designated transmission circuit or system
                 (e.g., DS-1, DS-3, STS-1) shall be dedicated to AT&T designated
                 traffic.

          7.2.2  U S WEST shall offer Dedicated Transport using currently
                 available technologies including, but not limited to, DS-1 and
                 DS-3 transport systems, SONET Bi-directional Line Switched
                 Rings, SONET Unidirectional Path Switched Rings, and SONET
                 point-to-point transport systems (including linear add-drop
                 systems), at all available transmission bit rates.

          7.2.3  When requested by AT&T, Dedicated Transport shall provide
                 physical diversity. Physical diversity means that two (2)
                 circuits are provisioned in such a way that no single failure
                 of facilities or equipment will cause a failure on both
                 circuits.

          7.2.4  When physical diversity is requested by AT&T, U S WEST shall
                 provide the maximum feasible physical separation between
                 transmission paths for all facilities and equipment,unless
                 otherwise agreed to by AT&T.

          7.2.5  Upon AT&T's written request, where technically feasible and
                 available, U S WEST shall provide real time and continuous
                 remote access to performance monitoring and alarm data
                 affecting, or potentially affecting, AT&T's traffic.

          7.2.6  U S WEST shall offer the following interface transmission rates
                 for Dedicated Transport:

                 7.2.6.1   DS-1 (Extended SuperFrame - ESF/B8ZS, D4, and
                           unframed applications shall be provided, except for
                           those local/EAS tandems as designated by U S WEST);

                 7.2.6.2   DS-3 (C-bit Parity, M13, and unframed applications
                           shall be provided);

                 7.2.6.3   SONET standard interface rates in accordance with
                           ANSI T1.105 and ANSI T1.105.07 and physical
                           interfaces per ANSI T1.106.06, including referenced
                           interfaces. In particular, VT1.5 based STS-1s will be
                           the interface at an AT&T service node; and

                 7.2.6.4   where available, SONET Standard interface rates in
                           accordance with International Telecommunications
                           Union ("ITU") Recommendation G.707 and Plesiochronous
                           Digital Hierarchy ("PDH") rates per ITU
                           Recommendation G.704.

          7.2.7  U S WEST shall provide intraoffice wiring up to a suitable
                 Point of Termination ("POT") between Dedicated Transport and
                 AT&T designated equipment. U S WEST shall provide the following
                 equipment for the physical POT:

                 7.2.7.1   DSX1 or DCS for DS-1s or VT1.5s;

                 7.2.7.2   DSX3 or DCS for DS-3s or STS-1s; and

                 7.2.7.3   Light guide cross-connect for optical signals (e.g.,
                           OC-3 and OC-12).
<PAGE>

                                                                    Attachment 3

                  7.2.8    For Dedicated Transport provided as a system, U S
                           WEST shall design the system including, but not
                           limited to, facility routing and termination points,
                           according to AT&T specifications.

                  7.2.9    Upon AT&T's request and where available, U S WEST
                           shall provide AT&T with electronic provisioning
                           control, of AT&T specified Dedicated Transport via
                           Command-A-Link or equivalent interface in the same
                           manner as is provided to IXCs.

                  7.2.10   U S WEST shall offer Dedicated Transport together
                           with and separately from DCS.

         7.3      Technical Requirements for Dedicated Transport Using SONET
                  Technology.

                  This Section sets forth additional technical requirements for
                  Dedicated Transport using SONET technology including rings,
                  point-to-point systems, and linear add-drop systems.

                  7.3.1    All SONET Dedicated Transport provided as a system
                           shall:

                           7.3.1.1  be synchronized with a primary Stratum 1
                                    level timing source;

                           7.3.1.2  where technically feasible, provide SONET
                                    standard interfaces as available in the U S
                                    WEST network and consistent with generally
                                    accepted industry standards which properly
                                    interwork with SONET standard equipment from
                                    other vendors, including, but not limited
                                    to, SONET standard section, line and path
                                    performance monitoring, maintenance signals,
                                    alarms, and data channels;

                           7.3.1.3  provide Data Communications Channel ("DCC")
                                    or equivalent connectivity through the SONET
                                    transport system. Dedicated Transport
                                    provided over a SONET transport system shall
                                    be capable of routing DCC messages between
                                    AT&T and SONET network components connected
                                    to the Dedicated Transport. For example, if
                                    AT&T leases a SONET ring from U S WEST, that
                                    ring shall support DCC message routing
                                    between AT&T and SONET network components
                                    connected to the ring; and

                            7.3.1.4 support the following performance
                                    requirements for each circuit (STS-1, DS-1,
                                    DS-3, etc.):

                                    7.3.1.4.1    no more than ten (10) Errored
                                                 Seconds Per Day (Errored
                                                 Seconds are defined in the
                                                 technical reference at Section
                                                 7.4.5); and

                                    7.3.1.4.2    no more than one (1) Severely
                                                 Errored Second Per Day
                                                 (Severely Errored Seconds are
                                                 defined in the technical
                                                 reference at Section 7.4.5).

                  7.3.2    SONET rings shall:
<PAGE>

                                                                    Attachment 3

                           7.3.2.1  be provisioned on physically diverse fiber
                                    optic cables (including separate building
                                    entrances where available). "Diversely
                                    routed" shall be interpreted as the maximum
                                    feasible physical separation between
                                    transmission paths, unless otherwise agreed
                                    to by AT&T;

                           7.3.2.2  support dual ring interworking per SONET
                                    Standards where available in the U S WEST
                                    network;

                           7.3.2.3  provide the necessary redundancy in optics,
                                    electronics, and transmission paths such
                                    that no single failure will cause a service
                                    interruption;

                           7.3.2.4  where available, provide the ability to
                                    disable ring protection switching at AT&T's
                                    direction (selective protection lock-out).
                                    This requirement applies to line switched
                                    rings only;

                           7.3.2.5  where available, provide the ability to use
                                    the protection channels to carry extra
                                    traffic. This requirement applies to line
                                    switched rings only;

                           7.3.2.6  provide 50 millisecond restoration as
                                    defined in SONET standards;

                           7.3.2.7  where available, have settable ring
                                    protection switching thresholds that shall
                                    be set in accordance with AT&T's
                                    specifications;

                           7.3.2.8  where available, provide revertive
                                    protection switching with a settable wait to
                                    restore delay with a default setting of five
                                    (5) minutes. This requirement applies to
                                    line switched rings only;

                           7.3.2.9  provide non-revertive protection switching.
                                    This requirement applies to path switched
                                    rings only; and

                           7.3.2.10 adhere to the following availability
                                    requirements, where availability is defined
                                    in the technical reference set forth in
                                    Section 7.4.5:

                                    7.3.2.10.1   no more than 0.25 minutes of
                                                 unavailability per month; and

                                    7.3.2.10.2   no more than 0.5 minutes of
                                                 unavailability per year.

         7.4      In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
                  Agreement, at a minimum, Dedicated Transport shall meet each
                  of the requirements set forth in Section 7.2.3 of this
                  Attachment and in the following technical references:

                  7.4.1    ANSI T1.105.04-1995, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Data Communication Channel Protocols and
                           Architectures;

                  7.4.2    ANSI T1.119-1994, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Operations, Administration, Maintenance,
                           and Provisioning (OAM&P) Communications;
<PAGE>

                                                                    Attachment 3

                  7.4.3    ANSI T1.119.01-1995, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) Operations, Administration, Maintenance, and
                           Provisioning (OAM&P) Communications Protection
                           Switching Fragment;

                  7.4.4    ANSI T1.119.02-199x, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) Operations, Administration, Maintenance, and
                           Provisioning (OAM&P) Communications Performance
                           Monitoring Fragment; and

                  7.4.5    ANSI T1.231-1993 -American National Standard for
                           Telecommunications - Digital Hierarchy - Layer 1 In-
                           Service Digital Transmission Performance Monitoring.

         7.5      Digital Cross-Connect System

                  7.5.1    Definition

                      7.5.1.1  Digital Cross-Connect System ("DCS") is a
                               function which provides automated cross
                               connection of Digital Signal level 0 ("DS-0") or
                               higher transmission bit rate digital channels
                               within physical interface facilities. Types of
                               DCSs include, but are not limited to, DCS 1/0s,
                               DCS 3/1s, and DCS 3/3s, where the nomenclature
                               1/0 denotes interfaces typically at the DS-1 rate
                               or greater with cross-connection typically at the
                               DS-0 rate. This same nomenclature, at the
                               appropriate rate substitution, extends to the
                               other types of DCSs specifically cited as 3/1 and
                               3/3. Types of DCSs that cross-connect Synchronous
                               Transport Signal level 1 ("STS-1") or other
                               Synchronous Optical Network ("SONET") signals
                               (e.g., STS-3) are also DCSs, although not denoted
                               by this same type of nomenclature. DCS may
                               provide the functionality of more than one of the
                               aforementioned DCS types (e.g., DCS 3/3/1 which
                               combines functionality of DCS 3/3 and DCS 3/1).
                               For such DCSs, the requirements will be, at
                               least, the aggregation of requirements on the
                               "component" DCSs.

                      7.5.1.2  In locations where automated cross connection
                               capability does not exist, a Digital Signal
                               Cross-Connect ("DSX") or light guide
                               cross-connect patch panels and D4 channel banks
                               or other DS-0 and above multiplexing equipment
                               used to provide the function of a manual cross
                               connection will be made available.

                      7.5.1.3  Interconnection between a DSX or light guide
                               cross-connect, to a switch, another
                               cross-connect, or other service platform device,
                               is included as part of DCS.

         7.6      DCS Technical Requirements

                  7.6.1    DCS shall provide completed end-to-end cross
                           connection of the channels designated by AT&T.

                  7.6.2    DCS shall perform facility grooming, multipoint
                           bridging, one-way broadcast, two-way broadcast, and
                           facility test functions, where technically feasible.
<PAGE>

                                                                    Attachment 3

                  7.6.3    DCS shall provide multiplexing, format conversion,
                           signaling conversion, or other functions, where
                           technically feasible.

                  7.6.4    The end-to-end cross connection shall be input to the
                           underlying device used to provide DCS from an
                           operator at a terminal or via an intermediate system.
                           The cross connection assignment shall remain in
                           effect whether or not the circuit is in use.

                  7.6.5    U S WEST shall administer and maintain DCS.

                  7.6.6    Where available, U S WEST shall provide various types
                           of DCSs, including:

                           7.6.6.1  DS-0 cross-connects (typically termed DCS
                                    1/0);

                           7.6.6.2  DS1/VT1.5 (Virtual Tributaries at the
                                    1.5Mbps rate) cross-connects (typically
                                    termed DCS 3/1);

                           7.6.6.3  DS-3 cross-connects (typically termed DCS
                                    3/3);

                           7.6.6.4  STS-1 cross-connects; and

                           7.6.6.5  other technically feasible cross-connects
                                    designated by AT&T.

                  7.6.7    U S WEST shall provide immediate and continuous
                           configuration and reconfiguration of the channels
                           between the physical interfaces (i.e., U S WEST shall
                           establish the processes to implement cross connects
                           on demand), where available, based on engineering
                           forecasts.

                  7.6.8    U S WEST shall provide scheduled configuration and
                           reconfiguration of the channels between the physical
                           interfaces (i.e., U S WEST shall establish the
                           processes to implement cross connects on the schedule
                           designated by AT&T) or, at AT&T's option, permit AT&T
                           to control such configurations and reconfigurations,
                           where available, based on engineering forecasts.

                  7.6.9    DCS shall continuously monitor protected circuit
                           packs and redundant common equipment.

                  7.6.10   DCS shall automatically switch to a protection
                           circuit pack on detection of a failure or degradation
                           of normal operation.

                  7.6.11   DCS equipment shall be equipped with a redundant
                           power supply or a battery back-up.

                  7.6.12   U S WEST shall have available and utilize spare
                           maintenance facilities and equipment necessary for
                           provisioning repairs.

                  7.6.13   At AT&T's option, U S WEST shall provide, where
                           available, AT&T with real time performance monitoring
                           and alarm data on the signals and the components of
                           the underlying equipment used to provide DCS that
                           actually impact or might impact AT&T's services. For
                           example, this may include hardware alarm data and
                           facility alarm data on a DS-3 in which an AT&T DS-1
                           is traversing.
<PAGE>

                                                                    Attachment 3

                  7.6.14   At AT&T's option, U S WEST shall provide AT&T with
                           real time ability to initiate tests on integrated
                           equipment used to test the signals and the underlying
                           equipment used to provide DCS, as well as other
                           integrated functionality for routine testing and
                           fault isolation where available.

                  7.6.15   Where available, DCS shall provide SONET to
                           asynchronous gateway functionality (e.g., STS-1 to
                           DS-1 or STS-1 to DS-3).

                  7.6.16   Where available, DCS shall perform optical to
                           electrical conversion where the underlying equipment
                           used to provide DCS contains optical interfaces or
                           terminations (e.g., Optical Carrier level 3, i.e.,
                           OC-3, interfaces on a DCS 3/1).

                  7.6.17   Where available, DCS shall have SONET ring terminal
                           functionality where the underlying equipment used to
                           provide DCS acts as a terminal on a SONET ring.

                  7.6.18   DCS shall provide multipoint bridging of multiple
                           channels to other DCSs. AT&T may designate multipoint
                           bridging to be one-way broadcast from a single master
                           to multiple tributaries, or two-way broadcast between
                           a single master and multiple tributaries.

                  7.6.19    DCS shall multiplex lower speed channels onto a
                            higher speed interface and demultiplex higher speed
                            channels onto lower speed interfaces as designated
                            by AT&T.

         7.7      DCS Interface Requirements

                  7.7.1    U S WEST shall provide physical interfaces on DS-0,
                           DS-1, and VT1.5 channel cross-connect devices at the
                           DS-1 rate or higher. In all such cases, these
                           interfaces shall be in compliance with applicable
                           Bellcore, ANSI, ITU, and AT&T standards.

                  7.7.2    U S WEST shall provide physical interfaces on DS-3
                           channel cross-connect devices at the DS-3 rate or
                           higher. In all such cases, these interfaces shall be
                           in compliance with applicable Bellcore, ANSI, ITU,
                           and AT&T standards.

                  7.7.3    U S WEST shall provide physical interfaces on STS-1
                           cross-connect devices at the OC-3 rate or higher. In
                           all such cases, these interfaces shall be in
                           compliance with applicable Bellcore, ANSI, ITU, and
                           AT&T standards.

                  7.7.4    Interfaces on all other cross-connect devices shall
                           be in compliance with applicable Bellcore, ANSI, ITU,
                           and AT&T standards.

         7.8      In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
                  Agreement, DCS shall, at a minimum, meet all the requirements
                  set forth in the following technical references:

                  7.8.1    ANSI T1.102-1993, American National Standard for
                           Telecommunications - Digital Hierarchy - Electrical
                           Interfaces;

                  7.8.2    ANSI T1.102.01-199x, American National Standard for
                           Telecommunications - Digital Hierarchy - VT1.5;
<PAGE>

                                                                    Attachment 3

                  7.8.3    ANSI T1.105-1995, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Basic Description including Multiplex
                           Structure, Rates and Formats;

                  7.8.4    ANSI T1.105.03-1994, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Jitter at Network Interfaces;

                  7.8.5    ANSI T1.105.03a-1995, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET): Jitter at Network Interfaces - DS-1
                           Supplement;

                  7.8.6    ANSI T1.105.06-199x, American National Standard for
                           Telecommunications - Synchronous Optical Network
                           (SONET) - Physical Layer Specifications;

                  7.8.7    ANSI T1.106-1988, American National Standard for
                           Telecommunications - Digital Hierarchy - Optical
                           Interface Specifications (Single Mode);

                  7.8.8    ANSI T1.107-1988, American National Standard for
                           Telecommunications - Digital Hierarchy - Formats
                           Specifications;

                  7.8.9    ANSI T1.107a-1990, American National Standard for
                           Telecommunications - Digital Hierarchy - Supplement
                           to Formats Specifications (DS-3 Format Applications);

                  7.8.10   ANSI T1.107b-1991, American National Standard for
                           Telecommunications - Digital Hierarchy - Supplement
                           to Formats Specifications;

                  7.8.11   ANSI T1.117-1991, American National Standard for
                           Telecommunications - Digital Hierarchy - Optical
                           Interface Specifications (SONET) (Single Mode - Short
                           Reach);

                  7.8.12   ANSI T1.403-1989, Carrier to Subscriber Installation,
                           DS-1 Metallic Interface Specification;

                  7.8.13   ANSI T1.404-1994, Network-to-Subscriber Installation
                           - DS-3 Metallic Interface Specification;

                  7.8.14   ITU Recommendation G.707, Network node interface for
                           the synchronous digital hierarchy (SDH);

                  7.8.15   ITU Recommendation G.704, Synchronous frame
                           structures used at 1544, 6312, 2048, 8488 and 44736
                           kbit/s hierarchical levels;

                  7.8.16   FR-440 and TR-NWT-000499, Transport Systems Generic
                           Requirements (TSGR): Common Requirements;

                  7.8.17   GR-820-CORE, Generic Transmission Surveillance: DS1 &
                           DS3 Performance;

                  7.8.18   GR-253-CORE, Synchronous Optical Network Systems
                           (SONET): Common Generic Criteria; and
<PAGE>

                                                                    Attachment 3

                  7.8.19   TR-NWT-000776, Network Interface Description for ISDN
                           Subscriber Access.

8.       Loop

         8.1      Definition

                  8.1.1    A Loop is a transmission facility between a
                           distribution frame, or its equivalent, in a U S WEST
                           central office or wire center, and the Network
                           Interface Device (as defined herein) or network
                           interface at a subscriber's premises, to which AT&T
                           are granted exclusive use. This includes, but is not
                           limited to, two-wire and four-wire analog voice-grade
                           loops, and two-wire and four-wire loops that are
                           conditioned to transmit the digital signals needed to
                           provide ISDN, ADSL, HDSL, and DS-1 level signals. A
                           Loop may be composed of the following components:

                           Loop Concentrator / Multiplexer
                           Loop Feeder
                           Network Interface Device (NID)
                           Distribution

                      8.1.1.1    AT&T may purchase Loop and NID on an unbundled
                                 basis. AT&T shall use the Bona Fide Request
                                 process set forth in Part A of this Agreement
                                 to request unbundling of Loop
                                 Concentrator/Multiplexer, Loop Feeder and
                                 Distribution./5/

                  8.1.2    If U S WEST uses Integrated Digital Loop Carrier
                           ("DLCs") systems to provide the local Loop, U S WEST
                           will make alternate arrangements, equal in quality,
                           to permit AT&T to order a contiguous unbundled local
                           Loop. These arrangements may, at U S WEST's option,
                           include the following: providing AT&T with copper
                           facilities or universal DLC that meet established
                           technical parameters, deploying Virtual Remote
                           Terminals, allowing AT&T to purchase the entire
                           Integrated DLC, or converting integrated DLCs to
                           non-integrated systems.

                  8.1.3    U S WEST shall provide the BRI U interface using
                           2-wire copper loops in accordance with TR-NWT-000393,
                           January 1991, Generic Requirements for ISDN Basic
                           Access Digital Subscriber Lines.

         8.2      Technical Requirements

                  Subdivided to each component as detailed below.

         8.3      Interface Requirements

                  Subdivided to each component as detailed below.

         8.4      Loop Components

                  8.4.1    Loop Concentrator/Multiplexer

                      8.4.1.1  Definition:

--------------------------------
/5/ MCIm Order at p. 2, Issues 8, 9 & 10, second paragraph
<PAGE>

                                                                    Attachment 3

                            8.4.1.1.1    The Loop Concentrator/Multiplexer is
                                         the Network Element that:

                                         (a) aggregates lower bit rate or
                                         bandwidth signals to higher bit rate or
                                         bandwidth signals (multiplexing); (b)
                                         disaggregates higher bit rate or
                                         bandwidth signals to lower bit rate or
                                         bandwidth signals (demultiplexing); (c)
                                         aggregates a specified number of
                                         signals or channels to fewer channels
                                         (concentrating); (d) performs signal
                                         conversion, including encoding of
                                         signals (e.g., analog to digital and
                                         digital to analog signal conversion);
                                         and (e) in some instances performs
                                         electrical to optical (E/O) conversion.

                            8.4.1.1.2    The Loop Concentrator/Multiplexer
                                         function may be provided through a DLC
                                         system, channel bank, multiplexer or
                                         other equipment at which traffic is
                                         encoded and decoded, multiplexed and
                                         demultiplexed, or concentrated.

                      8.4.1.2  Technical Requirements

                            8.4.1.2.1    The Loop Concentrator/Multiplexer shall
                                         be capable of performing its functions
                                         on the signals for the following
                                         services, as needed by AT&T to provide
                                         end-to-end service capability to its
                                         subscriber, including, but not limited
                                         to:

                                         8.4.1.2.1.1 two-wire & four-wire analog
                                         voice grade loops;

                                         8.4.1.2.1.2 two-wire & four-wire loops
                                         conditioned to transmit the digital
                                         signals needed to provide digital
                                         services;

                                         8.4.1.2.1.3 4-wire digital data
                                         (2.4Kbps through 64Kbps and "n" times
                                         64Kbps (where n * 24);

                                         8.4.1.2.1.4 DS-3 rate private lines
                                         where available; and

                                         8.4.1.2.1.5 Optical SONET rate private
                                         lines where available.

                            8.4.1.2.2    The Loop Concentrator/Multiplexer shall
                                         perform the following functions as
                                         appropriate:

                                         8.4.1.2.2.1 analog to digital signal
                                         conversion of both incoming and
                                         outgoing (upstream and downstream)
                                         analog signals;

                                         8.4.1.2.2.2 multiplexing of the
                                         individual digital signals up to higher
                                         transmission bit rate signals (e.g.,
                                         DS-0, DS-1, DS-3, or optical SONET
                                         rates) for transport to the U S WEST
                                         central office through the Loop Feeder;
                                         and

                                         8.4.1.2.2.3 concentration of end-user
                                         subscriber signals onto fewer channels
                                         of a Loop Feeder (when available the
                                         concentration ratio shall be as
                                         specified from time to time by AT&T).

* Less than
<PAGE>

                                                                    Attachment 3

                                         8.4.1.2.2.4 Concentration ratios shall
                                         not impair analog or digital
                                         performance.

                            8.4.1.2.3.   AT&T may request U S WEST to provide
                                         power for the Loop
                                         Concentrator/Multiplexer through a non-
                                         interruptible source, if the function
                                         is performed in a central office, or
                                         from a commercial AC power source with
                                         battery backup, if the equipment is
                                         located outside a central office. Such
                                         power shall also adhere to the
                                         requirements stated herein.

                            8.4.1.2.4    In accordance with Sections 1.3.1 and
                                         1.3.2 of Part A of this Agreement, the
                                         Loop Concentrator/Multiplexer shall be
                                         provided to AT&T in accordance with the
                                         following Technical References:

                                         8.4.1.2.4.2 Bellcore TR-NWT-000393,
                                         Generic Requirements for ISDN Basic
                                         Access Digital Subscriber Lines;

                                         8.4.1.2.4.3 T1.106 - 1988, American
                                         National Standard for
                                         Telecommunications - Digital Hierarchy
                                         - Optical Interface Specifications
                                         (Single Mode);

                                         8.4.1.2.4.4 ANSI T1.105-1995, American
                                         National Standard for
                                         Telecommunications- Synchronous Optical
                                         Network (SONET) - Basic Description
                                         including Multiplex Structure, Rates
                                         and Formats;

                                         8.4.1.2.4.5 ANSI T1.102-1993, American
                                         National Standard for
                                         Telecommunications - Digital Hierarchy
                                         - Electrical Interfaces;

                                         8.4.1.2.4.6 ANSI T1.403-1989, American
                                         National Standard for
                                         Telecommunications - Carrier to
                                         Subscriber Installation, DS-1 Metallic
                                         Interface Specification;

                                         8.4.1.2.4.7 Bellcore GR-253-CORE,
                                         Synchronous Optical Network Systems
                                         (SONET), Common Generic Criteria;

                                         8.4.1.2.4.8 Bellcore TR-TSY-000008,
                                         Digital Interface Between the SLC 96
                                         Digital Loop Carrier System and a Local
                                         Digital Switch, Issue 2, August 1987;

                                         8.4.1.2.4.9 Bellcore TR-NWT-000303,
                                         Integrated Digital Loop Carrier System
                                         Generic Requirements, Objectives and
                                         Interface, Issue 2, December 1992; Rev.
                                         1, December 1993; Supplement 1,
                                         December 1993;

                                         8.4.1.2.4.10 Bellcore TR-TSY-000673,
                                         Operations Systems Interface for an
                                         IDLC System, (LSSGR) FSD 20-02-2100,
                                         Issue 1, September 1989; and
<PAGE>

                                                                    Attachment 3

                                        8.4.1.2.4.11 Bellcore Integrated Digital
                                        Loop Carrier System Generic
                                        Requirements, Objectives and Interface,
                                        GR-303-CORE, Issue 1, September 1995.

                      8.4.1.3  Requirements for an Intelligent Loop
                               Concentrator/ Multiplexer:

                           8.4.1.3.1    In addition to the basic functions
                                        described above for the Loop
                                        Concentrator/Multiplexer, the
                                        Intelligent Loop
                                        Concentrator/Multiplexer ("IC/M") shall
                                        provide facility grooming, facility test
                                        functions, format conversion and
                                        signaling conversion, as appropriate.

                           8.4.1.3.2    The underlying equipment that provides
                                        such IC/M function shall continuously
                                        monitor protected circuit packs and
                                        redundant common equipment.

                           8.4.1.3.3    The underlying equipment that provides
                                        such IC/M function shall automatically
                                        switch to a protection circuit pack on
                                        detection of a failure or degradation of
                                        normal operation.

                           8.4.1.3.4    The underlying equipment that provides
                                        such IC/M function shall be equipped
                                        with a redundant power supply or a
                                        battery back-up.

                           8.4.1.3.5    AT&T may request U S WEST to provide
                                        AT&T with real time performance
                                        monitoring and alarm data on IC/M
                                        elements that may affect AT&T's traffic.
                                        This includes IC/M hardware alarm data
                                        and facility alarm data on the
                                        underlying device that provides such
                                        IC/M function.

                           8.4.1.3.6    AT&T may request U S WEST to provide
                                        AT&T with real time ability to initiate
                                        tests on the underlying device that
                                        provides such IC/M function integrated
                                        test equipment as well as other
                                        integrated functionality for routine
                                        testing and fault isolation.

                  8.4.1.4  Interface Requirements

                           8.4.1.4.1    The Loop Concentrator/Multiplexer shall
                                        meet the following interface
                                        requirements, as appropriate for the
                                        configuration that AT&T designates:

                           8.4.1.4.2    The Loop Concentrator/Multiplexer shall
                                        provide an analog voice frequency copper
                                        twisted pair interface at the serving
                                        wire center.

                           8.4.1.4.3    The Loop Concentrator/Multiplexer shall
                                        provide digital 4-wire electrical
                                        interfaces at the serving wire center.

                           8.4.1.4.4    The Loop Concentrator/Multiplexer shall
                                        provide optical SONET interfaces at
                                        rates of O1.C-3, OC-12, OC-48, and OC-N.

                           8.4.1.4.5    The Loop Concentrator/Multiplexer shall
                                        provide the Bellcore TR-303 DS-1 level
                                        interface at the serving wire center.
                                        Loop Concentrator/
<PAGE>

                                                                    Attachment 3

                                        Multiplexer shall provide Bellcore TR-08
                                        modes 1&2 DS1 interfaces when designated
                                        by AT&T.

                           8.4.1.4.6    The Intelligent Loop
                                        Concentrator/Multiplexer shall be
                                        provided to AT&T in accordance with the
                                        Technical References set forth in
                                        Sections 8.4.1.2.4.8 through
                                        8.4.1.2.4.11, above.

                  8.4.2    Loop Feeder

                      8.4.2.1  Definition:

                           8.4.2.1.1    The Loop Feeder is the Network Element
                                        that provides connectivity between (a) a
                                        Feeder Distribution Interface (FDI)
                                        associated with Loop Distribution and a
                                        termination point appropriate for the
                                        media in a central office, or (b) a Loop
                                        Concentrator/Multiplexer provided in a
                                        remote terminal and a termination point
                                        appropriate for the media in a central
                                        office.

                           8.4.2.1.2    Pursuant to a Bona Fide Request for
                                        unbundled feeder or distribution, U S
                                        WEST shall provide AT&T physical access
                                        to the FDI and the right to connect the
                                        Loop Feeder to the FDI.

                           8.4.2.1.3    Upon request from AT&T regarding a
                                        specific area, U S WEST shall provide
                                        information on Feeder Distribution
                                        Interface (FDI) within a reasonable
                                        time. If such information is available
                                        as part of U S WEST's operations support
                                        system, it must be made available to
                                        AT&T on the same terms and conditions as
                                        it is available to U S WEST./6/

                           8.4.2.1.4    The physical medium of the Loop Feeder
                                        may be copper twisted pair, or single or
                                        multi-mode fiber or other technologies
                                        as designated by AT&T. In certain cases,
                                        AT&T will require a copper twisted pair
                                        loop even in instances where the medium
                                        of the Loop Feeder for services that U S
                                        WEST offers is other than a copper
                                        facility. Special construction charges
                                        may apply if no copper twisted pair
                                        facilities are available.

                      8.4.2.2  Requirements for Loop Feeder

                           8.4.2.2.1    The Loop Feeder shall be capable of
                                        transmitting analog voice frequency,
                                        basic rate ISDN, digital data, or, where
                                        available in the network, analog radio
                                        frequency signals, as appropriate.

                           8.4.2.2.2    U S WEST shall provide appropriate power
                                        for all active elements in the Loop
                                        Feeder. U S WEST will provide
                                        appropriate power from a central office
                                        source, or from a commercial AC source
                                        with rectifiers for AC to DC conversion
                                        and 8-hour battery back-up when the
                                        equipment is located in an outside plant
                                        Remote Terminal ("RT").

------------------------------
/6/ MCIm Order at p. 13, Issue 42(h)
<PAGE>

                                                                    Attachment 3

                      8.4.2.3  Additional Requirements for Special Copper Loop
                               Feeder Medium

                               In addition to the requirements set forth above,
                               AT&T may require U S WEST to provide copper
                               twisted pair Loop Feeder unfettered by any
                               intervening equipment (e.g., filters, load coils,
                               and range extenders), so that AT&T can use these
                               Loop Feeders for a variety of services by
                               attaching appropriate terminal equipment at the
                               ends.

                      8.4.2.4  Additional Technical Requirements for DS-1
                               Conditioned Loop Feeder

                               In addition to the requirements set forth above,
                               AT&T may designate that the Loop Feeder be
                               conditioned to transport a DS-1 signal. The
                               requirements for such transport are defined in
                               the references below in Section 8.4.2.6.

                      8.4.2.5  Additional Technical Requirements for Optical
                               Loop Feeder

                               In addition to the requirements set forth above,
                               AT&T may designate that Loop Feeder will
                               transport DS-3 and OC-n (where "n" is defined in
                               the technical reference in Section 8.4.1.2.4.4).
                               The requirements for such transport are defined
                               in the references below in Section 8.4.2.6.

                      8.4.2.6  In accordance with Sections 1.3.1 and 1.3.2 of
                               Part A of this Agreement, U S WEST shall offer
                               Loop Feeder in compliance with the requirements
                               set forth in the following Technical References:

                           8.4.2.6.1    Bellcore Technical Requirement
                                        TR-NWT-000499, Issue 5, December 1993,
                                        section 7 for DS-1 interfaces;

                           8.4.2.6.2    Bellcore TR-NWT-000057, Functional
                                        Criteria for Digital Loop Carrier
                                        Systems, Issue 2, January 1993;

                           8.4.2.6.3    Bellcore TR-NWT-000393, Generic
                                        Requirements for ISDN Basic Access
                                        Digital Subscriber Lines;

                           8.4.2.6.4    ANSI T1.106-1988, American National
                                        Standard for Telecommunications -
                                        Digital Hierarchy - Optical Interface
                                        Specifications (Single Mode);

                           8.4.2.6.5    ANSI T1.105-1995, American National
                                        Standard for Telecommunications -
                                        Synchronous Optical Network (SONET) -
                                        Basic Description including Multiplex
                                        Structure, Rates and Formats;

                           8.4.2.6.6    ANSI T1.102-1993, American National
                                        Standard for Telecommunications -
                                        Digital Hierarchy - Electrical
                                        Interfaces;

                           8.4.2.6.7    ANSI T1.403-1989, American National
                                        Standard for Telecommunications -
                                        Carrier to Subscriber Installation, DS-1
                                        Metallic Interface Specification; and

                           8.4.2.6.8    Bellcore GR-253-CORE, Synchronous
                                        Optical Network Systems (SONET), Common
                                        Generic Criteria.
<PAGE>

                                                                    Attachment 3

                      8.4.2.7  Interface Requirements

                           8.4.2.7.1 The Loop Feeder point of termination (POT)
                           within a U S WEST central office will be as follows:

                               8.4.2.7.1.1 Copper twisted pairs shall terminate
                               on the MDF;

                               8.4.2.7.1.2 DS-1 Loop Feeder shall terminate on a
                               DSX1, DCS1/0 or DCS3/1; and

                               8.4.2.7.1.3 Fiber optic cable shall terminate on
                               a light guide termination panel or equivalent.

                           8.4.2.7.2 In accordance with Sections 1.3.1 and 1.3.2
                           of Part A of this Agreement, Loop Feeder shall be
                           equal to or better than each of the applicable
                           interface requirements set forth in the following
                           technical references:

                               8.4.2.7.2.1 Bellcore TR-TSY-000008, Digital
                               Interface Between the SLC 96 Digital Loop Carrier
                               System and a Local Digital Switch, Issue 2,
                               August 1987;

                               8.4.2.7.2.2 Bellcore TR-NWT-000303, Integrated
                               Digital Loop Carrier System Generic Requirements,
                               Objectives and Interface, Issue 2, December 1992;
                               Rev. 1, December 1993; Supplement 1, December
                               1993; and

                               8.4.2.7.2.3 Bellcore Integrated Digital Loop
                               Carrier System Generic Requirements, Objectives
                               and Interface, GR-303-CORE, Issue 1, September
                               1995.

         9.       Distribution

         9.1      Definition:

                  9.1.1    Distribution provides connectivity between the NID
                           component of Loop Distribution and the terminal block
                           on the subscriber-side of an FDI. The FDI is a device
                           that terminates the Distribution Media and the Loop
                           Feeder, and cross-connects them in order to provide a
                           continuous transmission path between the NID and a
                           telephone company central office. There are three (3)
                           basic types of feeder-distribution connections: (a)
                           multiple (splicing of multiple distribution pairs
                           onto one (1) feeder pair); (b) dedicated ("home
                           run"); and (c) interfaced ("cross-connected"). While
                           older plant uses multiple and dedicated methods,
                           newer plant and all plant that uses DLC or other
                           pair-gain technology necessarily uses the interfaced
                           connection method. The feeder-distribution interface
                           ("FDI") in the interfaced design makes use of a
                           manual cross-connection, typically housed inside an
                           outside plant device ("green box") or in a vault or
                           manhole.

                    9.1.2  The Distribution may be copper twisted pair, coax
                           cable, single or multi-mode fiber optic cable or
                           other technologies. A combination that includes two
                           (2) or more of these media is also possible. In
                           certain cases, AT&T shall require a copper twisted
                           pair Distribution even in instances where the
                           Distribution for
<PAGE>

                                                                    Attachment 3

                           services that U S WEST offers is other than a copper
                           facility. Special construction charges may apply if
                           no copper twisted pair facilities are available.

         9.2      Requirements for All Distribution

                  9.2.1    Distribution shall be capable of transmitting signals
                           for the following services, as requested by AT&T:

                           two-wire &  four-wire analog voice grade loops; and

                           two-wire & four-wire loops conditioned to transmit
                               the digital signals needed to provide digital
                               services.

                  9.2.2    Distribution shall transmit all signaling messages or
                           tones. Where the Distribution includes any active
                           elements that terminate any of the signaling messages
                           or tones, these messages or tones shall be reproduced
                           by the Distribution at the interfaces to an adjacent
                           Network Element in a format that maintains the
                           integrity of the signaling messages or tones.U S WEST
                           shall not interfere with AT&T's ability to support
                           functions associated with provisioning, maintenance,
                           performance monitoring and testing of the unbundled
                           Distribution.

                  9.2.3    U S WEST shall not interfere with AT&T's ability to
                           support functions associated with provisioning,
                           maintenance, performance monitoring and testing of
                           the unbundled Distribution.

                  9.2.4 Distribution shall be equal to or better than all of the
                  applicable requirements set forth in the following technical
                  references:

                           9.2.4.1  Bellcore TR-TSY-000057, "Functional Criteria
                                    for Digital Loop Carrier Systems"; and

                           9.2.4.2  Bellcore TR-NWT-000393, "Generic
                                    Requirements for ISDN Basic Access Digital
                                    Subscriber Lines."

         9.3      Additional Requirements for Special Copper Distribution

                  In addition to Distribution that supports the requirements set
                  forth in Section 9.2. above, AT&T may designate Distribution
                  to be copper twisted pair unfettered by any intervening
                  equipment (e.g., filters, load coils, range extenders) so that
                  AT&T can use these loops for a variety of services by
                  attaching appropriate terminal equipment at the ends.

         9.4      Additional Requirements for Fiber Distribution

                  Fiber optic cable Distribution shall be capable of
                  transmitting signals for the following services in addition to
                  the those set forth in Section 9.2.1 above:

                  9.4.1    DS-3 rate private line service;

                  9.4.2    Optical SONET OC-n rate private lines (where "n" is
                           defined in the technical reference in Section
                           8.4.1.2.4.4; and
<PAGE>

                                                                    Attachment 3

                  9.4.3    Where available in the U S WEST network, Analog Radio
                           Frequency based services (e.g., Cable Television
                           (CATV)).

         9.5      Additional Requirements for Coaxial Cable Distribution

                  Where available in the U S WEST network, Coaxial cable (coax)
                  Distribution shall be capable of transmitting signals for the
                  following services in addition to those set forth in Section
                  9.2.1 above:

                  9.5.1    Broadband data, either one way or bi-directional,
                           symmetric or asymmetric, at rates between 1.5 Mb/s
                           and 45 Mb/s; and

                  9.5.2    Analog Radio Frequency based services (e.g., CATV).

         9.6      Interface Requirements

                  9.6.1    Signal transfers between the Distribution and the NID
                           and an adjacent Network Element shall have levels of
                           degradation that are within the performance
                           requirements set forth in Section 18.2 of this
                           Attachment.

                  9.6.2    Distribution shall be equal to or better than each of
                           the applicable interface requirements set forth in
                           the following technical references:

                           9.6.2.1  Bellcore TR-NWT-000049, "Generic
                                    Requirements for Outdoor Telephone Network
                                    Interface Devices," issued December 1, 1994;

                           9.6.2.2  Bellcore TR-NWT-000057, "Functional Criteria
                                    for Digital Loop Carrier Systems", issued
                                    January 2, 1993;

                           9.6.2.3  Bellcore TR-NWT-000393, "Generic
                                    Requirements for ISDN Basic Access Digital
                                    Subscriber Lines"; and

                           9.6.2.4  Bellcore TR-NWT-000253, SONET Transport
                                    Systems: Common Criteria (A module of TSGR,
                                    FR-NWT-000440), Issue 2, December 1991.

10.      Local Switching

         10.1     Definition:

                  10.1.1   Local Switching is the Network Element that provides
                           the functionality required to connect the appropriate
                           lines or trunks wired to the Main Distributing Frame
                           ("MDF") or Digital Cross Connect ("DSX") panel to a
                           desired line or trunk. The desired connection path
                           for each call type will vary by subscriber and will
                           be specified by AT&T as a routing scenario that will
                           be implemented in advance as part of or after the
                           purchase of the unbundled Local Switching. The Local
                           Switching function also provides access to transport,
                           signaling (ISDN User Part ("ISUP") and Transaction
                           Capabilities Application Part ("TCAP"), and platforms
                           such as adjuncts, Public Safety Systems ("911"),
                           Operator Services, Directory Assistance Services and
                           Advanced Intelligent Network ("AIN"). Remote
                           Switching Module functionality is included in the
                           Local Switching function. Local
<PAGE>

                                                                    Attachment 3

                           Switching shall also be capable of routing local,
                           intraLATA, interLATA and international calls to the
                           subscriber's preferred carrier, call features (e.g.,
                           call forwarding) and Centrex capabilities.

         10.1.2            Local Switching, including the ability to route to
                           AT&T's transport facilities, dedicated facilities and
                           systems, shall be unbundled from all other unbundled
                           Network Elements, i.e., Operator Systems, Common
                           Transport, Shared Transport and Dedicated Transport.

         10.2     Technical Requirements

              10.2.1  Local Switching shall be equal to or better than the
                      requirements for Local Switching set forth in Bellcore's
                      Local Switching Systems General Requirements
                      FR-NWT-000064.

                  10.2.1.1     U S WEST shall route calls to the appropriate
                               trunk or lines for call origination or
                               termination.

                  10.2.1.2     U S WEST shall route calls on a per line or per
                               screening class basis to (a) U S WEST platforms
                               providing Network Elements or additional
                               requirements, (b) AT&T designated platforms, or
                               (c) third-party platforms.

                  10.2.1.3.    U S WEST shall provide to AT&T recorded
                               announcements as furnished by AT&T and call
                               progress tones to alert callers of call progress
                               and disposition. The installation cost shall be
                               borne by AT&T for such announcements and call
                               progress tones to the extent they are different
                               than those standardly used by U S WEST.

                  10.2.1.4     U S WEST shall change a subscriber from U S
                               WEST's services to AT&T's services without loss
                               of feature functionality, unless designated
                               otherwise by AT&T.

                  10.2.1.5     U S WEST shall perform routine testing (e.g.,
                               Mechanized Loop Tests ("MLT") and test calls such
                               as 105, 107 and 108 type calls) and fault
                               isolation on AT&T's unbundled Network Elements,
                               as designated by AT&T.

                  10.2.1.6     U S WEST shall repair and restore any equipment
                               or any other maintainable component that may
                               adversely impact AT&T's use of unbundled Local
                               Switching.

                  10.2.1.7     U S WEST shall control congestion points such as
                               mass calling events and network routing
                               abnormalities using capabilities such as
                               Automatic Call Gapping, Automatic Congestion
                               Control, and Network Routing Overflow.
                               Application of such control shall be
                               competitively neutral and not favor any user of
                               unbundled switching or U S WEST.

                  10.2.1.8     U S WEST shall perform manual call trace as
                               designated by AT&T and shall permit subscriber
                               originated call trace.
<PAGE>

                                                                    Attachment 3

                  10.2.1.9     U S WEST shall record all billable events,
                               involving usage of the Network Element, and send
                               the appropriate recording data to AT&T as further
                               described in Attachment 5.

                  10.2.1.10    For Local Switching used as E911 tandems, U S
                               WEST shall allow interconnection with AT&T
                               switches in that same local switch used as a E911
                               tandem and shall route calls to the appropriate
                               Public Safety Access Point ("PSAP"). In the event
                               the Local Switching element and the E911 tandem
                               are contained within the same U S WEST switch,
                               such trunking shall be provided on an
                               intra-switch basis.

                  10.2.1.11    Where U S WEST provides the following special
                               services, it shall provide to AT&T:

                               10.2.1.11.1  essential Service Lines;

                               10.2.1.11.2  Telephone Service Prioritization
                                            ("TSP");

                               10.2.1.11.3  related services for handicapped;

                               10.2.1.11.4  where U S WEST provides soft dial
                                            tone, it shall do so on a
                                            competitively-neutral basis; and

                               10.2.1.11.5  any other service required by law or
                                            regulation.

                  10.2.1.12    U S WEST shall provide Switching Service Point
                               ("SSP") capabilities and signaling software to
                               interconnect the signaling links destined to the
                               Signaling Transfer Point Switch ("STPs"). In the
                               event Local Switching is provided out of a switch
                               without SS7 capability, the Tandem shall provide
                               this capability as further described in Section 4
                               of this Attachment. These capabilities shall
                               adhere to Bellcore specifications TCAP
                               (GR-1432-CORE), ISUP (GR-905-CORE), Call
                               Management (GR-1429-CORE), Switched Fractional
                               DS1 (GR-1357-CORE), Toll Free Service
                               (GR-1428-CORE), Calling Name (GR-1597-CORE), Line
                               Information Database (GR-954-CORE), and Advanced
                               Intelligent Network (GR-2863-CORE).

                  10.2.1.13    U S WEST shall provide interfaces to adjuncts
                               through industry standard and Bellcore
                               interfaces. These adjuncts may include, but are
                               not limited to, Service Node, Service Circuit
                               Node, Voice Mail and Automatic Call Distributors.
                               Examples of existing interfaces are ANSI ISDN
                               standards Q.931 and Q.932.

                  10.2.1.14    Upon AT&T's request, U S WEST shall provide
                               performance data regarding a subscriber line,
                               traffic characteristics or other measurable
                               elements to AT&T.

                  10.2.1.15    U S WEST shall offer all technically feasible
                               Local Switching features, and, in providing such
                               features, do so at parity with those provided by
                               U S WEST to itself or any other Person.

                           10.2.1.15.1  Such feature offerings shall include,
                                        but are not limited to:
<PAGE>

                                                                    Attachment 3

                                        Basic and primary rate ISDN;
                                        Residential features;
                                        Custom Local Area Signaling Services
                                         (CLASS/LASS);
                                        Custom Calling Features; and
                                        Centrex (including equivalent
                                         administrative capabilities, such as
                                         subscriber accessible reconfiguration
                                         and detailed message recording).

                           10.2.1.15.2  AT&T may use the BFR process set forth
                                        in Part A of this Agreement to request
                                        unbundling of Advanced Intelligent
                                        Network ("AIN") triggers supporting AT&T
                                        and U S WEST service applications in U S
                                        WEST's SCPs. U S WEST shall offer
                                        AIN-based services in accordance with
                                        applicable technical references. Such
                                        services may include, but are not
                                        limited to:

                                        10.2.1.15.2.1  Off-Hook Immediate;

                                        10.2.1.15.2.2  Off-Hook Delay;

                                        10.2.1.15.2.3  Private EAMF Trunk;

                                        10.2.1.15.2.4  Shared Interoffice Trunk
                                                       (EAMF, SS7);

                                        10.2.1.15.2.5  Termination Attempt;

                                        10.2.1.15.2.6  3/6/10;

                                        10.2.1.15.2.7  N11;

                                        10.2.1.15.2.8  Feature Code Dialing;

                                        10.2.1.15.2.9  Custom Dialing Plan(s),
                                                       including 555 services;
                                                       and

                                        10.2.1.15.2.10 Automatic Route
                                                       Selection.

                      10.2.1.16     U S WEST shall assign each AT&T subscriber
                                    line the class of service designated by AT&T
                                    (e.g., using line class codes or other
                                    switch specific provisioning methods), and
                                    at AT&T's option shall route Directory
                                    Assistance calls from AT&T subscribers as
                                    directed by AT&T. This includes each of the
                                    following call types:

                                    10.2.1.16.1       0+/0- calls;

                                    10.2.1.16.2      911 calls;

                                    10.2.1.16.3      411/DA calls;

                                    10.2.1.16.4      InterLATA calls specific to
                                                     PIC or regardless of PIC;

                                    10.2.1.16.5      IntraLATA calls specific to
                                                     PIC or regardless of PIC;
<PAGE>

                                                                    Attachment 3

                                    10.2.1.16.6      Toll free calls, prior to
                                                     database query;

                                    10.2.1.16.7      Call forwarding of any type
                                                     supported on the switch, to
                                                     a line or a trunk; and

                                    10.2.1.16.8      Any other customized
                                                     routing that may be
                                                     supported by the U S WEST
                                                     switch.

                      10.2.1.17     U S WEST shall assign each AT&T subscriber
                                    line the class of service designated by AT&T
                                    (e.g., using line class codes or other
                                    switch specific provisioning methods) and
                                    shall route operator calls from AT&T
                                    subscribers as directed by AT&T at AT&T's
                                    option. For example, U S WEST may translate
                                    0- and 0+ intraLATA traffic, and route the
                                    call through appropriate trunks to an AT&T
                                    Operator Services Position System ("OSPS").
                                    Calls from Local Switching must pass the
                                    ANI-II digits unchanged.

                      10.2.1.18     If an AT&T customer subscribes to AT&T
                                    provided voice mail and messaging services,
                                    U S WEST shall redirect incoming calls to
                                    the AT&T system based upon designated
                                    service arrangements (e.g., busy, don't
                                    answer, number of rings). In addition, U S
                                    WEST shall provide a Standard Message Desk
                                    Interface-Enhanced (SMDI-E) interface to the
                                    AT&T system. U S WEST shall support the
                                    Inter-switch Voice Messaging Service (IVMS)
                                    capability.

                      10.2.1.19     Local Switching shall be offered in
                                    accordance with the requirements of the
                                    following technical references and their
                                    future releases:

                                    10.2.1.19.1 GR-1298-CORE, AIN Switching
                                    System Generic Requirements;

                                    10.2.1.19.2 GR-1299-CORE, AIN Switch-Service
                                    Control Point (SCP)/Adjunct Interface
                                    Generic Requirements;

                                    10.2.1.19.3 TR-NWT-001284, AIN 0.1 Switching
                                    System Generic Requirements; and

                                    10.2.1.19.4 SR-NWT-002247, AIN Release 1
                                    Update.


10.2.2   Interface Requirements:

                      10.2.2.1          U S WEST shall provide the following
                                        interfaces to Loops:

                           10.2.2.1.1   Standard Tip/Ring interface,including
                                        loopstart or groundstart, on-hook
                                        signaling (e.g., for calling number,
                                        calling name and message waiting lamp);

                           10.2.2.1.2   Coin phone signaling as part of a public
                                        access line (PAL);/7/
_______________________
/7/ Final Arbitration Order at pg. 58
<PAGE>

                                                                    Attachment 3

                           10.2.2.1.3   Basic Rate Interface ISDN adhering to
                                        ANSI standards Q.931, Q.932 and
                                        appropriate Bellcore Technical
                                        Requirements;

                           10.2.2.1.4   Two-wire analog interface to PBX to
                                        include reverse battery, E&M, wink start
                                        and DID;

                           10.2.2.1.5   Four-wire analog interface to PBX to
                                        include reverse battery, E&M, wink start
                                        and DID;

                           10.2.2.1.6   Four-wire DS-1 interface to PBX or
                                        subscriber provided equipment (e.g.,
                                        computers and voice response systems);

                           10.2.2.1.7   Primary Rate ISDN to PBX adhering to
                                        ANSI standards Q.931, Q.932 and
                                        appropriate Bellcore Technical
                                        Requirements;

                           10.2.2.1.8   Switched Fractional DS-1 with
                                        capabilities to configure Nx64 channels
                                        (where "n" = 1 to 24); and

                           10.2.2.1.9   Loops adhering to Bellcore TR-NWT-08 and
                                        TR-NWT-303 specifications to
                                        interconnect Digital Loop Carriers.

                      10.2.2.2          U S WEST shall provide access to the
                                        following, but not limited to:

                           10.2.2.2.1   SS7 Signaling Network or Multi-Frequency
                                        trunking, if requested by AT&T;

                           10.2.2.2.2   Interface to AT&T operator services
                                        systems or Operator Services through
                                        appropriate trunk interconnections for
                                        the system; and

                           10.2.2.2.3   Interface to AT&T Directory Assistance
                                        Services through the AT&T switched
                                        network or to Directory Services through
                                        the appropriate trunk interconnections
                                        for the system; and 950 access or other
                                        AT&T required access to interexchange
                                        carriers as requested through
                                        appropriate trunk interfaces.

         10.3     Customized Routing

                  10.3.1   Description

                           Customized routing will enable AT&T to direct
                           particular classes of calls to particular outgoing
                           trunks based upon line class codes. AT&T may use
                           customized routing to direct its customers' calls to
                           411, 555-1212, 0+ or 0-, to its own Operator Services
                           platform Directory Assistance platform.

                  10.3.2   Limitations

                           Because there is a limitation in the technical
                           feasibility of offering custom routing beyond the
                           capacity of the 1A ESS switch, custom routing will be
                           offered to CLECs on a first-come, first-served basis.
<PAGE>

                                                                    Attachment 3

         10.4     Integrated Services Digital Network (ISDN)

                  10.4.1   Integrated Services Digital Network ("ISDN") is
                           defined in two (2) variations. The first variation is
                           Basic Rate ISDN ("BRI"). BRI consists of 2 Bearer (B)
                           Channels and one Data (D) Channel. The second
                           variation is Primary Rate ISDN ("PRI"). PRI consists
                           of 23 B Channels and one D Channel. Both BRI and PRI
                           B Channels may be used for voice, Circuit Switched
                           Data ("CSD") or Packet Switched Data ("PSD"). The BRI
                           D Channel may be used for call related signaling,
                           non-call related signaling or packet switched data.
                           The PRI D Channel may be used for call related
                           signaling.

                  10.4.2   Technical Requirements ? ISDN

                           10.4.2.1   U S WEST shall offer Data Switching
                           providing ISDN that, at a minimum:

                           10.4.2.2   provides integrated Packet handling
                           capabilities;

                           10.4.2.3   allows for full 2B+D Channel functionality
                           for BRI; and

                           10.4.2.4   allows for full 23B+D Channel
                           functionality for PRI.

                           10.4.2.5   Each B Channel shall allow for voice, 64
                           Kbps CSD, and PSD of 128 logical channels at minimum
                           speeds of 19 Kbps throughput of each logical channel
                           up to the total capacity of the B Channel.

                           10.4.2.6   Each B Channel shall provide capabilities
                           for alternate voice and data on a per call basis.

                           10.4.2.7   The BRI D Channel shall allow for call
                           associated signaling, non-call associated signaling
                           and PSD of 16 logical channels at minimum speeds of
                           9.6 Kbps throughput of each logical channel up to the
                           total capacity of the D channel.

                           10.4.2.8   The PRI D Channel shall allow for call
                           associated signaling.

                  10.4.3   Interface Requirements ? ISDN

                           10.4.3.1   U S WEST shall provide the BRI interface
                           using Digital Subscriber Loops adhering to Bellcore
                           TR-NWT-303 Specifications to Interconnect Digital
                           Loop Carriers./12/

                           10.4.3.2   U S WEST shall offer PSD interfaces
                           adhering to the X.25, X.75 and X.75' ANSI and
                           Bellcore requirements.

                           10.4.3.3   U S WEST shall offer PSD trunk interfaces
                           operating at 56 Kbps.

11.      Network Interface Device

_____________________________
<PAGE>

                                                                    Attachment 3

         11.1     Definition:

                  11.1.1   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. One of the functions of the NID is
                           to establish the network demarcation point between a
                           carrier and its subscriber. The NID features two (2)
                           independent chambers or divisions which separate the
                           service provider's network from the subscriber's
                           inside wiring. Each chamber or division contains the
                           appropriate connection points or posts to which the
                           service provider and the subscriber each make their
                           connections.

                  11.1.2   AT&T may connect its NID to U S WEST's NID.

                  11.1.3   U S WEST will allow AT&T to locate dropwires, other
                           than U S WEST's drop wires, inside an existing U S
                           WEST combination NID used in the provisioning of
                           telephone service for single tenant end users subject
                           to the following conditions:

                           11.1.3.1   Sufficient space exists inside the
                                      combination NID to allow proper
                                      installation of equipment in accordance
                                      with the NID manufacturers specifications
                                      and per the National Electric Code.

                           11.1.3.2   In order to maintain maintenance integrity
                                      for the NID, AT&T will install its own
                                      overvoltage protection and customer
                                      bridging equipment, terminate the
                                      dropwires to that equipment, and assume
                                      all operational responsibilities and
                                      liabilities for that equipment;

                           In the event sufficient space is not available in the
                           existing U S WEST NID, to accommodate additional
                           drops, AT&T will be allowed to install and additional
                           NID, at its own expense and the AT&T's NID can be
                           connected to the existing U S WEST NID;

                           If the existing NID is not the new generation modular
                           type, AT&T may install a new NID. U S WEST will be
                           allowed to move its drop wire to the new NID and
                           remove the old NID;

                           Within ninety (90) after a request by AT&T, the
                           Parties agree to jointly develop a satisfactory
                           process to address the issues with access to single
                           and multi-party NIDs.

                  11.1.4   With respect to multiple-line termination devices,
                           AT&T shall specify the quantity of NIDs it requires
                           within such device.

         11.2     Technical Requirements/8/

                                    11.2.1 The NID shall provide a clean,
                           accessible point of connection for the inside wiring
                           and for the Distribution Media and/or cross connect
                           to AT&T's NID and shall maintain a connection to
                           ground meeting the requirements as set forth below.
______________________
/8/ MCIm Order at pp. 12-13-G, Issue 42
<PAGE>

                                                                    Attachment 3


                                    11.2.2 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 AT&T's
                           NID.

                                    11.2.3 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 and corrosion and have
                           continuity to ground.

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

                                    11.2.5 Where the NID is not located in a
                           larger, secure cabinet or closet, the NID shall be
                           protected from vandalism. The NID shall be accessible
                           to AT&T designated personnel. In cases where entrance
                           to the subscriber premises is required to give access
                           to the NID, AT&T shall obtain entrance permission
                           directly from the subscriber.

                                    11.2.6 U S WEST shall offer the NID together
                           with, and separately from, the Distribution Media
                           component of Loop Distribution.

         11.3     Interface Requirements

                  11.3.1   The NID shall be the interface to subscribers'
                           premises wiring for all loops.

                  11.3.2   The NID shall be at least equal to all the industry
                           standards for NIDs set forth in the following
                           technical references:

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

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

                           11.3.2.3     Bellcore Technical Requirement
                                        TR-NWT-00239 "Indoor Telephone Network
                                        Interfaces";

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

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

12.      Operator Systems

         See Part A.

13.      E911

         See Part A.
<PAGE>

                                                                    Attachment 3

14.      Directory Assistance Data

         See Part A.

15.      Signaling Link Transport

         15.1     Definition:

                  Signaling Link Transport is a set of two (2) or four (4)
                  dedicated 56 Kbps transmission paths between AT&T-designated
                  Signaling Points of Interconnection ("SPOI") that provides
                  appropriate physical diversity and a cross connect at a U S
                  WEST STP site.

         15.2     Technical Requirements

                  15.2.1   Signaling Link Transport shall consist of full duplex
                           mode 56 Kbps transmission paths.

                  15.2.2   Of the various options available, Signaling Link
                           Transport shall perform in the following two ways:

                           15.2.1.1     as an "A-link" which is a connection
                                        between a switch or SCP and a home
                                        Signaling Transfer Point Switch ("STP"s)
                                        pair; and

                           15.2.1.2     as a "D-link" which is a connection
                                        between two (2) STP pairs in different
                                        company networks (e.g., between two (2)
                                        STP pairs for two (2) (CLECs)).

                  15.2.3   Signaling Link Transport shall consist of two (2) or
                           more signaling link layers as follows:

                           15.2.3.1     An A-link layer shall consist of two (2)
                                        links.

                           15.2.3.2     A D-link layer shall consist of four (4)
                                        links.

                  15.2.4   A signaling link layer shall satisfy a performance
                           objective such that:

                           15.2.4.1     there shall be no more than two (2)
                                        minutes down time per year for an A-link
                                        layer transport only, and

                           15.2.4.2     there shall be negligible (less than 2
                                        seconds) down time per year for a D-link
                                        layer transport only.

                  15.2.5   Where available, a signaling link layer shall satisfy
                           interoffice and intraoffice diversity of facilities
                           and equipment, such that:

                           15.2.5.1        no single failure of facilities or
                                        equipment causes the failure of both
                                        links in an A-link layer (i.e., the
                                        links should be provided on a minimum of
                                        two (2) separate physical paths
                                        end-to-end); and

                           15.2.5.2     no two concurrent failures of facilities
                                        or equipment shall cause the failure of
                                        all four (4) links in a D-link layer
                                        (i.e., the links should be
<PAGE>

                                                                    Attachment 3

                                       provided on a minimum of three (3)
                                       separate physical paths end-to-end).

                  15.2.6  For requested link layers, U S WEST will provide AT&T
                          with the level of diversity available.

         15.3     Interface Requirements

                  15.3.1  There shall be a DS-1 (1.544 Mbps) interface at the
                          AT&T-designated SPOIs. Each 56 Kbps transmission path
                          shall appear as a DS-0 channel within the DS-1
                          interface.

16.      Signaling Transfer Points (STPs)

         16.1     Definition:

                  Signaling Transfer Points (STPs) provide functionality that
                  enable the exchange of SS7 messages among and between
                  switching elements, database elements and signaling transfer
                  points.

         16.2     Technical Requirements

                  16.2.1  STPs shall provide signaling access to all other
                          Network Elements connected to the U S WEST SS7
                          network. These include:

                          16.2.1.1     U S WEST Local Switching or Tandem
                                       Switching;

                          16.2.1.2     U S WEST Service Control Points/DataBases
                                       connected to or resident on service
                                       control points;

                          16.2.1.3     Third-party local or tandem switching
                                       systems connected to the U S WEST
                                       signaling network; and

                          16.2.1.4     Third-party-provided STPs connected to
                                       the U S WEST signaling network.

                  16.2.2  The connectivity provided by STPs shall fully support
                          the functions of all other Network Elements connected
                          to U S WEST's SS7 network. This includes the use of U
                          S WEST's SS7 network to convey messages which neither
                          originate nor terminate at a signaling end point
                          directly connected to the U S WEST SS7 network (i.e.,
                          transit messages). When the U S WEST SS7 network is
                          used to convey transit messages, there shall be no
                          alteration of the Integrated Services Digital Network
                          User Part ("ISDNUP") or Transaction Capabilities
                          Application Part ("TCAP") user data that constitutes
                          the content of the message.

                  16.2.3  If a U S WEST tandem switch routes traffic, based on
                          dialed or translated digits, on SS7 trunks between an
                          AT&T local switch and third party local switch, U S
                          WEST's SS7 network shall convey the TCAP messages
                          necessary to provide Call Management features
                          (automatic callback, automatic recall, and screening
                          list editing) between the AT&T local STPs and the STPs
                          that provide
<PAGE>

                                                                    Attachment 3

                           connectivity with the third party local switch, even
                           if the third party local switch is not directly
                           connected to U S WEST's STPs.

                  16.2.4   STPs shall provide all functions of the MTP as
                           specified in ANSI T1.111 (Reference 12.5.2). This
                           includes:

                           16.2.1       Signaling Data Link functions, as
                                        specified in ANSI T1.111.2;

                           16.2.2       Signaling Link functions, as specified
                                        in ANSI T1.111.3; and

                           16.2.3       Signaling Network Management functions,
                                        as specified in ANSI T1.111.4.

                  16.2.5   STPs shall provide all functions of the SCCP
                           necessary for Class 0 (basic connectionless) service,
                           as specified in ANSI T1.112. In particular, this
                           includes Global Title Translation ("GTT") and SCCP
                           Management procedures, as specified in ANSI T1.112.4.

                  16.2.6   In cases where the destination signaling point is
                           either a U S WEST local or tandem switching system or
                           data base, or is an AT&T or third party local or
                           tandem switching system directly connected to U S
                           WEST's SS7 network, U S WEST STPs shall perform final
                           GTT of messages to the destination and SCCP Subsystem
                           Management of the destination. In all other cases,
                           STPs shall perform intermediate GTT of messages to a
                           gateway pair of STPs in an SS7 network connected with
                           the U S WEST SS7 network, and shall not perform SCCP
                           Subsystem Management of the destination.

                  16.2.7   STPs shall also provide the capability to route SCCP
                           messages based on ISNI, as specified in ANSI T1.118,
                           when this capability becomes available on U S WEST
                           STPs.

                  16.2.8   STPs shall provide all functions of the OMAP commonly
                           provided by STPs, as specified in the reference in
                           Section 16.5.6. This includes:

                           16.2.8.1     MTP Routing Verification Test ("MRVT");
                                        and,

                           16.2.8.2     SCCP Routing Verification Test ("SRVT").

                  16.2.9   In cases where the destination signaling point is
                           either a U S WEST local or tandem switching system or
                           database, or is an AT&T or third party local or
                           tandem switching system directly connected to the U S
                           WEST SS7 network, STPs shall perform MRVT and SRVT to
                           the destination signaling point. In all other cases,
                           STPs shall perform MRVT and SRVT to a gateway pair of
                           STPs in an SS7 network connected with the U S WEST
                           SS7 network. This requirement shall be superseded by
                           the specifications for inter-network MRVT and SRVT if
                           and when these become approved ANSI standards and
                           available capabilities of U S WEST STPs.

                  16.2.10  STPs shall be equal to or better than the following
                           performance requirements:

                           16.2.10.1    MTP Performance, as specified in ANSI
                                        T1.111.6; and
<PAGE>

                                                                    Attachment 3

                           16.2.10.2    SCCP Performance, as specified in ANSI
                                        T1.112.5.

         16.3     Interface Requirements

                  16.3.1   U S WEST shall provide the following STPs options to
                           connect AT&T or AT&T-designated local switching
                           systems or STPs to the U S WEST SS7 network:

                           16.3.1.1 An A-link interface from AT&T local
                                    switching systems.,

                  16.3.2   Each type of interface shall be provided by one or
                           more sets (layers) of signaling links, as follows:

                           16.3.2.1 An A-link layer shall consist of two (2)
                                    links

                  16.3.3   The Signaling Point of Interconnection (SPOI) for
                           each link shall be located at a cross-connect
                           element, such as a DSX-1, in the central office where
                           the U S WEST STPs are located. There shall be a DS-1
                           or higher rate transport interface at each of the
                           SPOIs. Each signaling link shall appear as a DS-0
                           channel within the DS-1 or higher rate interface.

                           U S WEST shall offer higher rate DS-1 signaling for
                           interconnecting AT&T local switching systems or STPs
                           with U S WEST STPs as soon as these become approved
                           ANSI standards and available capabilities in U S
                           WEST's network.

                  16.3.4   U S WEST shall provide MTP and SCCP protocol
                           interfaces that shall conform to all relevant
                           sections in the following specifications:

                           16.3.4.1 Bellcore GR-905-CORE, Common Channel
                                    Signaling Network Interface Specification
                                    (CCSNIS) Supporting Network Interconnection,
                                    Message Transfer Part (MTP), and Integrated
                                    Services Digital Network User Part (ISDNUP);
                                    and

                           16.3.4.2 Bellcore GR-1432-CORE, CCS Network Interface
                                    Specification (CCSNIS) Supporting Signaling
                                    Connection Control Part (SCCP) and
                                    Transaction Capabilities Application Part
                                    (TCAP).

         16.4     Message Screening

                  16.4.1   U S WEST shall set message screening parameters in
                           order to accept messages from AT&T local or tandem
                           switching systems destined to any signaling point in
                           the U S WEST SS7 network with which the AT&T
                           switching system has a signaling relation.

                  16.4.2   U S WEST shall set message screening parameters in
                           order to accept messages from AT&T local or tandem
                           switching systems destined to any signaling point or
                           network interconnected to the U S WEST SS7 network
                           with which the AT&T switching system has a signaling
                           relation.
<PAGE>

                                                                    Attachment 3

                  16.4.3   U S WEST shall set message screening parameters in
                           order to accept messages destined to an AT&T local or
                           tandem switching system from any signaling point or
                           network interconnected to the U S WEST SS7 network
                           with which the AT&T switching system has a signaling
                           relation.

                  16.4.4   U S WEST shall set message screening parameters in
                           order to accept and send messages destined to an AT&T
                           SCP from any signaling point or network
                           interconnected to the U S WEST SS7 network with which
                           the AT&T SCP has a signaling relation.

         16.5     STP Requirements

                  16.5.1   Subject to the provisions of Section 1.3.1 and 1.3.2
                           of Part A of this Agreement, STPs shall be equal to
                           or better than all of the requirements for STPs set
                           forth in the following technical references:

                  16.5.2   ANSI T1.111-1992 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)
                           - Message Transfer Part (MTP);

                  16.5.3   ANSI T1.111A-1994 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)
                           - Message Transfer Part (MTP) Supplement;

                  16.5.4   ANSI T1.112-1992 American National, Standard for
                           Telecommunications - Signaling System Number 7 (SS7)
                           - Signaling Connection Control Part (SCCP);

                  16.5.5   ANSI T1.115-1990 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)
                           - Monitoring and Measurements for Networks;

                  16.5.6   ANSI T1.116-1990 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)
                           - Operations, Maintenance and Administration Part
                           (OMAP);

                  16.5.7   ANSI T1.118-1992 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)
                           - Intermediate Signaling Network Identification
                           (ISNI);

                  16.5.8   Bellcore GR-905-CORE, Common Channel Signaling
                           Network Interface Specification (CCSNIS) Supporting
                           Network Interconnection, Message Transfer Part (MTP),
                           and Integrated Services Digital Network User Part
                           (ISDNUP); and

                  16.5.9   Bellcore GR-1432-CORE, CCS Network Interface
                           Specification (CCSNIS) Supporting Signaling
                           Connection Control Part (SCCP) and Transaction
                           Capabilities Application Part (TCAP).

17.      Service Control Points/Databases

         17.1     Definition:

                  17.1.1   Databases are the Network Elements that provide the
                           functionality for storage of, access to, and
                           manipulation of information required to offer a
                           particular service and/or capability. Databases
                           include, but are not limited to: Number Portability,
<PAGE>

                                                                    Attachment 3

                           LIDB, Toll Free Number Database, Automatic Location
                           Identification/Data Management System and AIN.

                  A   Service Control Point ("SCP") is a specific type of
                      Database Network Element functionality deployed in a
                      Signaling System 7 ("SS7") network that executes service
                      application logic in response to SS7 queries sent to it by
                      a switching system also connected to the SS7 network. SCPs
                      also provide operational interfaces to allow for
                      provisioning, administration and maintenance of subscriber
                      data and service application data (e.g., a toll free
                      database stores subscriber record data that provides
                      information necessary to route toll free calls).

         17.2     Technical Requirements for SCPs/Databases

                  Requirements for SCPs/Databases within this section address
                  storage of information, access to information (e.g., signaling
                  protocols and response times), and administration of
                  information (e.g., provisioning, administration, and
                  maintenance). All SCPs/Databases shall be provided to AT&T in
                  accordance with the following requirements, except where such
                  a requirement is superseded by specific requirements set forth
                  in Subparagraphs 17.3 through 17.7 of this Attachment:

                  17.2.1   U S WEST shall provide interconnection to SCPs
                           through the U S WEST designated STPs using SS7
                           network and protocols, as specified in Section 16 of
                           this Attachment, with TCAP as the application layer
                           protocol.

                  17.2.2   Regional SCP pairs shall be available pursuant to
                           applicable technical reference documents.

                  17.2.3   U S WEST shall provide to AT&T database provisioning
                           consistent with the provisioning requirements of this
                           Agreement (e.g., data required, edits,
                           acknowledgments, data format and transmission medium
                           and notification of order completion).

                  17.2.4   The operational interface provided by U S WEST shall
                           complete Database transactions (i.e., add, modify,
                           delete) for AT&T subscriber records stored in U S
                           WEST databases at parity with which U S WEST
                           provisions its own subscriber records.

                  17.2.5   U S WEST shall provide Database maintenance
                           consistent with the maintenance requirements as
                           specified in this Agreement (e.g., notification of U
                           S WEST network affecting events, testing, dispatch
                           schedule and measurement and exception reports).

                  17.2.6   When and where available, U S WEST shall provide
                           billing and recording information to track Database
                           usage consistent with Connectivity Billing and
                           recording requirements as specified in this Agreement
                           (e.g., recorded message format and content,
                           timeliness of feed, data format and transmission
                           medium).

                  17.2.7   U S WEST shall provide SCPs/Databases in accordance
                           with the physical security requirements specified in
                           this Agreement.
<PAGE>

                                                                    Attachment 3

                           17.2.8   U S WEST shall provide SCPs/Databases in
                           accordance with the logical security requirements
                           specified in this Agreement.

         17.3     Number Portability Database

                  17.3.1   Definition:

                           The Number Portability ("NP") Database supplies
                           routing numbers for calls involving numbers that have
                           been ported from one local service provider to
                           another. NP database functionality shall also include
                           Global Title Translations ("GTT") for calls involving
                           ported numbers even if U S WEST provides GTT
                           functionality in another Network Element. U S WEST
                           shall provide the NP database in accordance with
                           industry standards which shall supersede the
                           following as needed:

                  17.3.2   Requirements

                      17.3.2.1          U S WEST shall make U S WEST NP Database
                                    available for AT&T switches to query to
                                    obtain the appropriate routing number on
                                    calls to ported numbers or the industry
                                    specified indication that the number is not
                                    ported for non-ported numbers in NPA-NXXs
                                    that are opened to portability. The
                                    specified indication will also be provided
                                    when the NPA-NXX is not open to portability.

                      17.3.2.2          Query responses shall provide such
                                    additional information (e.g., Service
                                    Provider identification) as may be specified
                                    in the NP implementation in the relevant
                                    regulatory jurisdiction.

                      17.3.2.3      U S WEST shall complete CLASS or LIDB
                                    queries routed to the U S WEST network by
                                    AT&T switches and return the appropriate
                                    response to the querying source.

                      17.3.2.4      The NP database shall provide such other
                                    functionality as has been specified in the
                                    regulatory jurisdiction in which portability
                                    has been implemented.

                      17.3.2.5      Unavailability of the NP database query and
                                    GTT applications shall not exceed four (4)
                                    minutes per year.

                      17.3.2.6      The U S WEST NP database shall respond to a
                                    round trip query within 500 milliseconds or
                                    as amended by industry standards.

                  17.3.3   Interface Requirements

                           U S WEST shall interconnect the signaling interface
                           between the AT&T or other local switch and the NP
                           database using the TCAP protocol as specified in the
                           technical references in this Agreement, together with
                           the signaling network interface as specified in the
                           technical references in this Agreement, and such
                           further requirements (e.g., AIN or IN protocols) as
                           may be specified by regulatory or other bodies
                           responsible for implementation of number portability.
<PAGE>

                                                                    Attachment 3

         17.4     Line Information Database (LIDB)

                  This Section 17.4 defines and sets forth additional
requirements for the Line Information Database.

                  17.4.1   Definition:

                           The Line Information Database ("LIDB") is a
                           transaction-oriented database accessible through
                           Common Channel Signaling ("CCS") networks. It
                           contains records associated with subscriber Line
                           Numbers and Special Billing Numbers (in accordance
                           with the requirements in the technical reference in
                           Section 17.6.5). LIDB accepts queries from other
                           Network Elements, or AT&T's network, and provides
                           appropriate responses. The query originator need not
                           be the owner of LIDB data. LIDB queries include
                           functions, such as screening billed numbers, that
                           provide the ability to accept Collect or Third Number
                           Billing calls and validation of Telephone Line Number
                           based non-proprietary calling cards. The interface
                           for the LIDB functionality is the interface between
                           the U S WEST CCS network and other CCS networks. LIDB
                           also interfaces to administrative systems. The
                           administrative system interface provides work centers
                           with an interface to LIDB for functions such as
                           provisioning, auditing of data, access to LIDB
                           measurements and reports.

                  17.4.2   Technical Requirements

                      17.4.2.1          U S WEST shall enable AT&T to store in U
                                    S WEST's LIDB any line number or special
                                    billing number. AT&T will provide U S WEST a
                                    non-binding LIDB forecast. Prior to the
                                    availability of permanent NP, U S WEST shall
                                    enable AT&T to store in U S WEST's LIDB any
                                    subscriber Line Number or Special Billing
                                    Number record for AT&T resale, unbundled
                                    Network Elements and facility based
                                    customers, in accordance with the technical
                                    reference in Section 17.6.5, whether ported
                                    or not, for which the NPA-NXX or NXX-0/lXX
                                    Group is supported by that LIDB.

                      17.4.2.2          Prior to the availability of permanent
                                    NP, U S WEST shall enable AT&T to store in U
                                    S WEST's LIDB any subscriber Line Number or
                                    Special Billing Number record for AT&T
                                    resale, unbundled Network Elements and
                                    facility based customers, in accordance with
                                    the technical reference in Section 17.6.5,
                                    whether ported or not, and NPA-NXX and NXX-
                                    0/lXX Group Records, belonging to an NPA-NXX
                                    or NXX-0/1 XX owned by AT&T.

                      17.4.2.3          Subsequent to the availability of
                                    permanent NP, U S WEST shall enable AT&T to
                                    store in U S WEST's LIDB any subscriber Line
                                    Number or Special Billing Number record for
                                    AT&T resale, unbundled Network Elements and
                                    facility based customers, in accordance with
                                    the technical reference in Section 17.6.5,
                                    whether ported or not, regardless of the
                                    number's NPA-NXX or NXX-0/lXX.
<PAGE>

                                                                    Attachment 3

                                    17.4.2.4     U S WEST shall perform the
                                    following LIDB functions (i.e., processing
                                    of the following query types as defined in
                                    the technical reference in Section 17.6.5)
                                    for AT&T's subscriber records in LIDB:

                                    17.4.2.4.1   Billed Number Screening
                                    (provides information such as whether the
                                    Billed Number may accept Collect or Third
                                    Number Billing calls);

                                    17.4.2.4.2   Calling Card Validation; and

                                    17.4.2.4.3   Originating Line Number
                                    Screening (OLNS), when available.

                      17.4.2.5             U S WEST shall process AT&T's
                                    subscriber records in LIDB at least at
                                    parity with U S WEST subscriber records,
                                    with respect to other LIDB functions (as
                                    defined in the technical reference in
                                    Section 17.6). U S WEST shall indicate to
                                    AT&T what additional functions, if any, are
                                    performed by LIDB in its network. Within
                                    ninety (90) days after a request by AT&T,
                                    the Parties shall develop an interim
                                    procedure to process AT&T subscriber
                                    records.

                      17.4.2.6             Within two (2) weeks after a request
                                    by AT&T, U S WEST shall provide AT&T with a
                                    list of the subscriber data items which AT&T
                                    would have to provide in order to support
                                    each required LIDB function. The list shall
                                    indicate which data items are essential to
                                    LIDB function, and which are required only
                                    to support certain services. For each data
                                    item, the list shall show the data formats,
                                    the acceptable values of the data item and
                                    the meaning of those values.

                      17.4.2.7             U S WEST shall provide LIDB
                                    performance in accordance with section
                                    17.6.5.

                      17.4.2.8             U S WEST shall provide AT&T with the
                                    capability to provision (e.g., to add,
                                    update, and delete) NPA-NXX and NXX-0/lXX
                                    Group Records, and Line Number and Special
                                    Billing Number Records, associated with AT&T
                                    subscribers, directly into U S WEST's LIDB
                                    provisioning process. Within ninety (90)
                                    days days after a request by AT&T, the
                                    Parties shall establish an interim process
                                    to meet the requirements of this Section.

                      17.4.2.9             Unless directed otherwise by AT&T, in
                                    the event end user subscribers change their
                                    local service provider to AT&T, U S WEST
                                    shall maintain subscriber data (for line
                                    numbers, card numbers, and for any other
                                    types of data maintained in LIDB) so that
                                    such subscribers shall not experience any
                                    interruption of service due to the lack of
                                    such maintenance of subscriber data.

                      17.4.2.10     All additions, updates and deletions of AT&T
                                    data to the LIDB shall be made solely at the
                                    direction of AT&T.

                      17.4.2.11     U S WEST shall provide priority updates to
                                    LIDB for AT&T data upon AT&T's request
                                    (e.g., to support fraud protection).
<PAGE>

                                                                    Attachment 3

                      17.4.2.12     When available, U S WEST shall provide AT&T
                                    the capability to directly obtain, through
                                    an electronic interface, reports of all AT&T
                                    data in LIDB. Within ninety (90) days days
                                    after a request by AT&T, the Parties shall
                                    establish an interim process to meet the
                                    requirements of this Section.

                      17.4.2.13     [Intentionally left blank to retain
                                    numbering consistency.]

                      17.4.2.14     U S WEST shall perform backup and recovery
                                    of all of AT&T's data in LIDB as frequently
                                    as U S WEST performs backup and recovery for
                                    itself and any other Person, including
                                    sending to LIDB all changes made since the
                                    date of the most recent backup copy. Backup
                                    will be performed weekly. When needed,
                                    recovery will take place within twenty-four
                                    (24) hours./6/

                      17.4.2.15     U S WEST shall provide to AT&T access to
                                    LIDB measurements and reports at least at
                                    parity with the capability U S WEST has for
                                    its own subscriber records and that U S WEST
                                    provides to any other party. Such access
                                    shall be electronic. Within ninety (90) days
                                    after a request by AT&T, the Parties shall
                                    establish an interim process to meet the
                                    requirements of this Section.

                      17.4.2.16     U S WEST shall provide AT&T with LIDB
                                    reports of data which are missing or contain
                                    errors, as well as any misroute errors,
                                    within the same time period as U S WEST
                                    provides such reports to itself. Within
                                    ninety (90) days days after a request by
                                    AT&T, the Parties shall establish a process
                                    to meet the requirements of this Section.

                      17.4.2.17     U S WEST shall prevent any access to or use
                                    of AT&T data in LIDB by U S WEST personnel
                                    or by any other party not authorized in
                                    writing by AT&T.

                      17.4.2.18     If and when technically feasible, U S WEST
                                    shall provide AT&T performance of the LIDB
                                    Data Screening function, which allows a LIDB
                                    to completely or partially deny specific
                                    query originators access to LIDB data owned
                                    by specific data owners (in accordance with
                                    the technical reference in Section 17.6.5)
                                    for subscriber data that is part of an
                                    NPA-NXX or NXX-0/lXX wholly or partially
                                    owned by AT&T at least at parity with U S
                                    WEST subscriber data. U S WEST shall obtain
                                    from AT&T the screening information
                                    associated with LIDB Data Screening of AT&T
                                    data in accordance with this requirement.

                                    17.4.2.18.1 The Parties agree to investigate
                                    technical feasibility of variable LIDB
                                    database screening to accomplish 17.4.2.18
                                    above.

                      17.4.2.19     U S WEST shall accept queries to LIDB
                                    associated with AT&T subscriber records, and
                                    shall return responses in accordance with
                                    the requirements of this Section 17.

____________________________________
<PAGE>

                                                                    Attachment 3

                      17.4.3   Interface Requirements

                           U S WEST shall offer LIDB in accordance with the
                           requirements of this Section 17.4.3.

                           17.4.3.1     The interface to LIDB shall be in
                                        accordance with the technical reference
                                        in Section 17.6.3.

                           17.4.3.2     The CCS interface to LIDB shall be the
                                        standard interface described in Section
                                        17.6.3.

                           17.4.3.3     The LIDB Database interpretation of the
                                        ANSI-TCAP messages shall comply with the
                                        technical reference in Section 17.6.4.
                                        Global Title Translation shall be
                                        maintained in the signaling network in
                                        order to support signaling network
                                        routing to the LIDB.

         17.5     Toll Free Number Database

                  The Toll Free Number Database is an SCP that provides
                  functionality necessary for toll free (e.g., 800 and 888)
                  number services by providing routing information and
                  additional vertical features during call set-up in response to
                  queries from SSPs. This Section 17.5 supplements the
                  requirements of Section 17.2 and 17.7. U S WEST shall provide
                  the Toll Free Number Database in accordance with the following
                  subsections:

                  17.5.1   Technical Requirements

                           17.5.1.1     U S WEST shall make the U S WEST Toll
                                        Free Number Database available, through
                                        its STPs, for AT&T to query from AT&T's
                                        designated switch including U S WEST
                                        unbundled Local Switching.

                           17.5.1.2     The Toll Free Number Database shall
                                        return carrier identification and, where
                                        applicable, the queried toll free
                                        number, translated numbers and
                                        instructions as it would in response to
                                        a query from a U S WEST switch.

                  17.5.2   Interface Requirements

                           The signaling interface between the AT&T or other
                           local switch and the Toll-Free Number Database shall
                           use the TCAP protocol as specified in the technical
                           reference in Section 17.6.1, together with the
                           signaling network interface as specified in the
                           technical references in Sections 17.6.2 and 17.6.6.

         17.6     SCPs/Databases shall be at least equal to all of the
                  requirements for SCPs/Databases set forth in the following
                  technical references:

                  17.6.1   GR-246-CORE, Bell Communications Research
                           Specification of Signaling System Number 7, Issue 1
                           (Bellcore, December 199X);

                  17.6.2   GR-1432-CORE, CCS Network Interface Specification
                           (CCSNIS) Supporting Signaling Connection Control Part
                           (SCCP) and Transaction Capabilities Application Part
                           (TCAP) (Bellcore, March 1994);
<PAGE>

                                                                    Attachment 3


                  17.6.3   GR-954-CORE, CCS Network Interface Specification
                           (CCSNIS) Supporting Line Information Database (LIDB)
                           Service 6, Issue 1, Rev. 1 (Bellcore, October 1995);

                  17.6.4   GR-1149-CORE, OSSGR Section 10: System Interfaces,
                           Issue 1 (Bellcore, October 1995) (Replaces
                           TR-NWT-001149);

                  17.6.5   GR-1158-CORE, OSSGR Section 22.3: Line Information
                           Database 6, Issue (Bellcore, October 1995); and

                  17.6.6   GR-1428-CORE, CCS Network Interface Specification
                           (CCSNIS) Supporting Toll Free Service (Bellcore, May
                           1995).

         17.7     Advanced Intelligent Network ("AIN") Access, Service Creation
                  Environment and Service Management System ("SCE/SMS") Advanced
                  Intelligent Network Access

                  17.7.1   U S WEST shall provide mediated access to all U S
                           WEST service applications, current or future (if
                           technically feasible), resident in U S WEST's SCP
                           through U S WEST's STPs. Such access may be from
                           AT&T's switch or U S WEST's unbundled local switch.

                  17.7.2   SCE/SMS AIN Access shall provide AT&T the ability to
                           create service applications in the U S WEST SCE and
                           deploy those applications via the U S WEST SMS to the
                           U S WEST SCP. This interconnection arrangement shall
                           provide AT&T access to the U S WEST development
                           environment and administrative system in a manner at
                           least at parity with U S WEST's ability to deliver
                           its own AIN-based services. SCE AIN Access is the
                           development of service applications within the U S
                           WEST Service Creation Environment capability. SMS AIN
                           Access is the provisioning of service applications
                           via the U S WEST Service Management System
                           capability. AIN trigger provisioning will be
                           accomplished through the U S WEST local unbundled
                           switching.

                  17.7.3   Services Available. U S WEST shall make SCE hardware,
                           software, testing and technical support (e.g.,
                           technical contacts, system administrator) resources
                           available to AT&T. Scheduling of SCE resources shall
                           allow AT&T at least equal priority to U S WEST.

                  17.7.4   Multi-user Access. The U S WEST SCE/SMS shall allow
                           for multi-user access with proper source code
                           management and other logical security functions.

                  17.7.5   Partitioning. When available, the U S WEST SCP shall
                           partition and protect AT&T service logic and data
                           from unauthorized SMS capability and SCE capability
                           access, execution or other types of compromise.

                  17.7.6   Training and Documentation. U S WEST shall provide
                           training and documentation for AT&T development staff
                           only in cases in which such training or documentation
                           is not reasonably available from another source. If
                           training or documentation is required in accordance
                           with this Section, it will be provided in a manner at
                           least at parity with that provided by U S WEST to its
                           development staff. Training will be conducted at a
                           mutually agreed upon location.
<PAGE>

                                                                    Attachment 3


                  17.7.7   Access Environment. When AT&T selects SCE/SMS AIN
                           Access, U S WEST shall provide for a secure,
                           controlled access environment on-site. When
                           available, AT&T may request mutually agreed upon
                           remote data connections (e.g., dial up, LAN, WAN).

                  17.7.8   Data Exchange. When AT&T selects SMS AIN Access, U S
                           WEST shall allow AT&T to download data forms and/or
                           tables to the U S WEST SCP, via the U S WEST SMS
                           capability, in the same fashion as U S WEST downloads
                           such forms and/or tables for itself.

                  17.7.9   Certification Testing. Certification testing is
                           typically a two step process that includes an
                           off-line unit test followed by an on-line controlled
                           introduction testing into one of each of the U S WEST
                           switch types capable of supporting the service.
                           Services created by AT&T will require certification
                           testing by U S WEST before the services can be
                           provisioned in the network. The scheduling of U S
                           WEST certification testing resources for new AT&T
                           services will be jointly coordinated and prioritized
                           between U S WEST and AT&T. AT&T testing requirements
                           will be given equal priority with both U S WEST and
                           other provider's requirements. In most circumstances,
                           such testing will be completed within sixty (60) days
                           from the date the application is submitted by AT&T to
                           U S WEST for certification. In circumstances
                           involving complex applications requiring additional
                           time for testing, U S WEST may request additional
                           time and AT&T will not unreasonably withhold approval
                           of such request. The certification testing procedures
                           described in this Section may be augmented as
                           mutually agreed to by the Parties.

                  17.7.10  Access Standard. SCPs/Databases shall offer SCE/SMS
                           AIN Access in accordance with the requirements of GR-
                           1280-CORE, AIN Service Control Point (SCP) Generic
                           Requirements.

         17.8     [Intentionally left blank for numbering consistency]

         17.9     AT&T will provide to U S WEST timely non-binding forecasts of
                  SS7 call transactions, link requirements, database query
                  volumes, etc., as needed for sizing the individual network
                  capabilities that AT&T will utilize under the terms of this
                  Agreement.

         17.10    CCS Service includes:

                  17.10.1  Entrance Facility - The entrance facility connects
                           AT&T's signaling point of interface with the U S WEST
                           Serving Wire Center ("SWC").

                  17.10.2  Direct Link Transport ("DLT") - The DLT connects the
                           AT&T SWC to the U S WEST STP

                  17.10.3  STP Port - The STP port provides the switching
                           function at the STP. One (1) STP port is required for
                           each DLT Link. The Port provides access to the SCP.

         17.11    Advanced Intelligent Network ("AIN") triggers will be provided
                  only to access U S WEST databases. Access to AIN functions is
                  available only through the STP. If AT&T requires other access,
                  it will submit a Bona Fide Request.

18.      Additional Requirements
<PAGE>

                                                                    Attachment 3

         This Section 18 of Attachment 3 sets forth the additional requirements
         for unbundled Network Elements which U S WEST agrees to offer to AT&T
         under this Agreement.

18.1     Cooperative Testing

                  18.1.1   Definition:

                           Cooperative Testing means that U S WEST shall
                           cooperate with AT&T upon request or as needed to (a)
                           ensure that the Network Elements and Ancillary
                           Functions and additional requirements being provided
                           to AT&T by U S WEST are in compliance with the
                           requirements of this Agreement, (b) test the overall
                           functionality of various Network Elements and
                           Ancillary Functions provided by U S WEST to AT&T in
                           combination with each other or in combination with
                           other equipment and facilities provided by AT&T or
                           third parties, and (c) ensure that all operational
                           interfaces and processes are in place and functioning
                           properly and efficiently for the provisioning and
                           maintenance of Network Elements and Ancillary
                           Functions and so that all appropriate billing data
                           can be provided to AT&T.

                  18.1.2   Requirements

                           Within forty-five (45) days after a request by AT&T,
                           AT&T and U S WEST will agree upon a process to
                           resolve technical issues relating to interconnection
                           of AT&T's network to U S WEST's network and Network
                           Elements and Ancillary Functions. The agreed upon
                           process shall include procedures for escalating
                           disputes and unresolved issues up through higher
                           levels of each Party's management. If AT&T and U S
                           WEST do not reach agreement on such a process within
                           the 45-day time period, any issues that have not been
                           resolved by the Parties with respect to such process
                           shall be submitted to the dispute resolution
                           procedures set forth in Part A of this Agreement
                           unless both Parties agree to extend the time to reach
                           agreement on such issues.

                      18.1.2.1              U S WEST shall provide AT&T access
                                      for testing at any interface between a U S
                                      WEST Network Element or Combinations and
                                      AT&T equipment or facilities. Such test
                                      access shall be sufficient to ensure that
                                      the applicable requirements can be tested
                                      by AT&T. This access shall be available
                                      seven (7) days per week, twenty-four (24)
                                      hours per day.

                      18.1.2.2              AT&T may test any interfaces,
                                      Network Elements or Ancillary Functions
                                      and additional requirements provided by U
                                      S WEST to AT&T pursuant to this Agreement.

                      18.1.2.3              U S WEST shall provide engineering
                                      data as requested by AT&T for the loop
                                      components as set forth in of this
                                      Attachment which AT&T may desire to test.
                                      Such data shall include equipment
                                      engineering and cable specifications,
                                      signaling and transmission path data.

                      18.1.2.4              The Parties shall establish a
                                      process to provide engineering/office
                                      support information on unbundled Network
                                      Elements (e.g., central office layout and
                                      design records and drawings, system
<PAGE>

                                                                    Attachment 3


                                    engineering and other applicable
                                    documentation) pertaining to a Network
                                    Element or Ancillary Function or the
                                    underlying equipment that is then providing
                                    a Network Element or Ancillary Function to
                                    AT&T.

                      18.1.2.5              Upon request from AT&T, U S WEST
                                    shall provide to AT&T all applicable test
                                    results from U S WEST testing activities on
                                    a Network Element or Ancillary Function or
                                    additional requirement or the underlying
                                    equipment providing a Network Element or
                                    Ancillary Function or additional
                                    requirements. AT&T may review such test
                                    results and may notify U S WEST of any
                                    detected deficiencies.

                      18.1.2.6              U S WEST shall temporarily provision
                                    AT&T designated Local Switching features for
                                    testing. Within sixty (60) days after a
                                    request by AT&T, AT&T and U S WEST shall
                                    mutually agree on the procedures to be
                                    established between U S WEST and AT&T to
                                    expedite such provisioning processes for
                                    feature testing.

                      18.1.2.7              Upon AT&T's request, U S WEST shall
                                    make available technical support to meet
                                    with AT&T representatives to provide
                                    required support for Cooperative Testing. U
                                    S WEST shall define the process to gain
                                    access to such technical support.

                      18.1.2.8              Dedicated Transport and Loop Feeder
                                    may experience alarm conditions due to in-
                                    progress tests. U S WEST shall notify AT&T
                                    upon removal of such facilities from
                                    service.

                      18.1.2.9              U S WEST shall exercise its best
                                    efforts to notify AT&T prior to conducting
                                    tests or maintenance procedures on Network
                                    Elements or Ancillary Functions or on the
                                    underlying equipment that is then providing
                                    a Network Element or Ancillary Function,
                                    that will likely cause a service
                                    interruption or degradation of service.

                      18.1.2.10     U S WEST shall provide a single point of
                                    contact to AT&T that is available seven (7)
                                    days per week, twenty-four (24) hours per
                                    day for trouble status, sectionalization,
                                    resolution, escalation, and closure. Such
                                    staff shall be adequately skilled to allow
                                    expeditious problem resolution.

                      18.1.2.11     U S WEST shall make available to AT&T access
                                    to 105 responders, 100-type test lines, or
                                    102-type test lines associated with any
                                    circuits under test.

                      18.1.2.12     AT&T and U S WEST shall complete Cooperative
                                    Testing in accordance with the procedures
                                    set forth in Attachment 5.

                      18.1.2.13     U S WEST shall participate in Cooperative
                                    Testing requested by AT&T whenever it is
                                    deemed necessary by AT&T to insure service
                                    performance, reliability and subscriber
                                    serviceability.

                      18.1.2.14     AT&T may accept or reject the Network
                                    Element ordered by AT&T if, upon completion
                                    of cooperative acceptance testing, the
                                    tested Network Element does not meet the
                                    requirements stated herein.
<PAGE>

                                                                    Attachment 3

         18.2     Performance

                  18.2.1   Scope

                           This section addresses performance requirements for
                           Network Elements and Ancillary Functions to provide
                           local service.

                           18.2.1.1  U S WEST shall work cooperatively with AT&T
                                     to determine appropriate performance
                                     allocations across Network Elements.

                  18.2.2   AT&T may request real-time, remote data access to
                           performance monitoring and alarm data on events
                           affecting (or potentially affecting) AT&T's traffic.
                           AT&T shall specify the performance to be monitored
                           and alarm data to be collected. To the extent the
                           above is not available, AT&T will use the Bona Fide
                           Request process to gain such capability.

                  18.2.3   Subject to the provisions of Sections 1.3.1 and 1.3.2
                           of Part A of this Agreement, U S WEST shall provide
                           performance at least equal to the requirements set
                           forth in the following technical references:

                           18.2.3.1  Bell Communications Research, Inc.
                                     Documents

                                     18.2.3.1.1 FR-64, LATA Switching Systems
                                     Generic Requirements (LSSGR). This document
                                     contains 117 Technical References and
                                     Generic Requirements. Sections provide the
                                     requirements for local switching systems
                                     (also referred to as end offices) that
                                     serve subscribers' lines. Some modules of
                                     the LSSGR are also referenced separately in
                                     this document.

                                     18.2.3.1.2 TR-NWT-000499, Issue 5, Rev 1,
                                     April 1992, Transport Systems Generic
                                     Requirements (TSGR): Common Requirements.

                                     18.2.3.1.3 TR-NWT-000418, Issue 2, December
                                     1992, Generic Reliability Assurance
                                     Requirements For Fiber Optic Transport
                                     Systems.

                                     18.2.3.1.4 TR-NWT-000057, Issue 2, January
                                     1993, Functional Criteria for Digital Loop
                                     Carriers Systems.

                                     18.2.3.1.5 TR-NWT-000507, Issue 5, December
                                     1993, LSSGR - Transmission, Section 7.

                                     18.2.3.1.6 GR-303-CORE, Issue 1, September
                                     1995, Integrated Digital Loop Carrier
                                     System Generic Requirements, Objectives,
                                     and Interface.

                                     18.2.3.1.7 GR-334-CORE, Issue 1, June 1994,
                                     Switched Access Service: Transmission
                                     Parameter Limits and Interface
                                     Combinations.

                                     18.2.3.1.8 TR-NWT-000335, Issue 3, May
                                     1993, Voice Grade Special Access Services -
                                     Transmission Parameter Limits and Interface
                                     Combinations.
<PAGE>

                                                                    Attachment 3

                                     18.2.3.1.9 TR-TSY-000529, Issue 2, July
                                     1987, Public Safety - LSSGR.

                                     18.2.3.1.10 GR-1158-CORE, Issue 2, October
                                     1995, OSSGR Section 22.3: Line Information
                                     Database.

                                     18.2.3.1.11 TR-TSY-000511, Issue 2, July
                                     1987, Service Standards, a Module (Section
                                     11) of LATA Switching Systems Generic
                                     Requirements (LSSGR, FR-NWT-000064).

                                     18.2.3.1.12 TR-NWT-000393, January 1991,
                                     Generic Requirements for ISDN Basic Access
                                     Digital Subscriber Lines.

                                     18.2.3.1.13 TR-NWT-000909, December 1991,
                                     Generic Requirements and Objectives for
                                     Fiber In The Loop Systems.

                                     18.2.3.1.14 TR-NWT-000505, Issue 3, May
                                     1991, LSSGR Section 5, Call Processing.

                                     18.2.3.1.15 FR-NWT-000271, 1993, Operator
                                     Services Systems Generic Requirements
                                     (OSSGR).

                                     18.2.3.1.16 TR-NWT-001156, Issue 2, July
                                     1993, OSSGR Operator Services Systems
                                     Generic Requirements, Section 21, Operator
                                     Subsystem.

                                     18.2.3.1.17 SR-TSY-001 171, Issue 1,
                                     January 1989, Methods and Procedures for
                                     System Reliability Analysis.

                                     18.2.3.1.18 Bellcore Telecommunications
                                     Transmission Engineering, 3rd Ed, 1990.

                           18.2.3.2  ANSI Standards

                                     18.2.3.2.1 ANSI T1.512-1994, Network
                                     Performance - Point-to-Point Voice-Grade
                                     Special Access Network Voiceband Data
                                     Transmission Objectives.

                                     18.2.3.2.2 ANSI T1.506-1990, Network
                                     Performance - Transmission Specifications
                                     for Switched Exchange Access Network.

                                     18.2.3.2.4 ANSI T1.508-1992,
                                     Telecommunications - Network Performance -
                                     Loss Plan for Evolving Digital Networks.
                                     Also supplement T1.508a-1993.

                                     18.2.3.2.5 ANSI T1.101-1994, Digital
                                     Synchronization Network Plan.

                           18.2.3.3  TIA/EIA Standards

                                     18.2.3.3.1 Requirements not specifically
                                     addressed here shall be found in the
                                     documents listed in Electronic Industries
<PAGE>

                                                                    Attachment 3

                                     Association/Telecommunications Industries
                                     Association Standards and Engineering
                                     Publications.

                                     18.2.3.3.2 TIA/EIA TSB-37A, Telephone
                                     Network Transmission Model for Evaluating
                                     Modem Performance.

                                     18.2.3.3.3 TIA/EIA TSB-38, Test Procedure
                                     for Evaluation of 2-wire 4 kHz Voiceband
                                     Duplex Modems.

                           18.2.3.4  IEEE Standards

                                     18.2.3.4.1 IEEE Standard 743-1984, IEEE
                                     Standard Methods and Equipment for
                                     Measuring Transmission Characteristics of
                                     Analog Voice Frequency Circuits.

                                     18.2.3.4.2 ANSI/IEEE Standard 820-1984,
                                     Telephone Loop Performance
                                     Characteristics.

                  18.2.4   Services and Capabilities

                           18.2.4.1  All Network Elements shall provide
                                     performance sufficient, in combination with
                                     other Network Elements, to provide the
                                     following applications in accordance with
                                     the requirements of this Agreement:

                                     18.2.4.1.1   all types of voice services;

                                     18.2.4.1.2   all types of voice-band data
                                     modem connections up to and including 28.8
                                     Kbps V-34;

                                     18.2.4.1.3   all types of facsimile
                                     transmissions up to and including 14.4 Kbps
                                     group 3;

                                     18.2.4.1.4   all CLASS/LASS features; and

                                     18.2.4.1.5   all Operator Systems.

                           18.2.4.2  The following capabilities shall be
                                     provided as applicable:

                                     18.2.4.2.1   ISDN BRI

                                     18.2.4.2.2   ISDN PRI

                                     18.2.4.2.3   Switched Digital Data

                                     18.2.4.2.4   Non-Switched Digital Data

                                     18.2.4.2.5   Any types of video
                                                  applications a subscriber may
                                                  order

                                     18.2.4.2.6   Any Coin Services a subscriber
                                                  may order

                                     18.2.4.2.7   Frame Relay and ATM
<PAGE>

                                                                    Attachment 3

                                      18.2.4.2.8   Private Line Services

         18.2.5   Specific Performance Requirements for Network Elements and
                  Ancillary Functions

                            18.2.5.1            The following Sections set forth
                                      performance parameters for Network
                                      Elements and Ancillary Functions. U S WEST
                                      shall provide performance equal to or
                                      better than all of the applicable
                                      requirements set forth in this Section.
                                      Unless otherwise noted requirements and
                                      objectives are given in terms of specific
                                      limits.

                            18.2.5.2  Within ninety (90) days days after a
                                      request by AT&T, U S WEST will analyze the
                                      following performance criteria with
                                      respect to the standards identified herein
                                      and document the U S WEST deviations
                                      consistent with the processes outlined in
                                      Sections 1.3.1 and 1.3.2 in Part A of this
                                      Agreement.

                            18.2.5.3  Transmission path impairments may be
                                      classified as either analog or digital and
                                      will depend on the nature of the signal
                                      transmitted across the Network Element.
                                      Analog impairments are introduced on any
                                      analog portion of the Loop, typically
                                      between the NID portion of Loop
                                      Distribution and the analog to digital
                                      ("A/D") conversion, and are usually
                                      correlated with the length of the physical
                                      plant. Digital impairments are introduced
                                      by A/D conversion and by interfaces
                                      between digital Network Elements. In
                                      addition, noise can be introduced by
                                      either analog transmission or the A/D
                                      conversion.

                            18.2.5.4            Loop Combination Architecture
                                                Constraints

                                      18.2.5.4.1 The following constraints will
                                      limit not only the variety of Loop
                                      Combination architectures that may be
                                      considered, but also the architectures U S
                                      WEST may consider to deliver any Ancillary
                                      Function or Network Element provided by
                                      USWC to AT&T unless otherwise specified by
                                      AT&T. These constraints apply to the
                                      entire path between the NID portion of
                                      Loop Distribution and the U S WEST switch.
                                      Any exceptions to these restrictions shall
                                      be specifically requested or approved by
                                      AT&T in writing.

                                      18.2.5.4.1.1 No more than one (1) pair of
                                                   A-D conversion.

                                      18.2.5.4.1.2 No more than one (1), 2-to-4-
                                                   wire hybrid.

                                      18.2.5.4.1.3 No voice compression.

                                      18.2.5.4.1.4 No echo canceled or
                                                   suppressers.

                                      18.2.5.4.1.5 One (1) digital loss pad per
                                                   PBX.

                                      18.2.5.4.1.6 No digital gain.
<PAGE>

                                                                    Attachment 3

                                    18.2.5.4.1.6     No additional equipment
                                    that might significantly increase
                                    intermodulation distortion.

                      18.2.5.5      Transmission Impairments

                      18.2.5.5.1    Analog Impairments

                                    18.2.5.5.1.1     Analog impairments are
                                    those introduced on portions of the end-to-
                                    end circuit on which communications signals
                                    are transmitted in analog format. These
                                    portions of the transmission path would
                                    typically be between NID and an A/D
                                    conversion, most commonly on the metallic
                                    loop. The performance on the analog portion
                                    of a circuit is typically inversely
                                    proportional to the length of that circuit.

                                    18.2.5.5.1.2     Loss

                                       18.2.5.5.1.2.1 Electrical loss is
                                       measured using a 1004 Hz test tone at
                                       zero (0.0) db at one milliwatt into a 900
                                       ohm termination.

                                    18.2.5.5.1.3 Idle Channel Circuit Noise

                                       18.2.5.5.1.3.1 Idle channel circuit noise
                                       (C-message) is added by analog
                                       facilities, by the A/D conversion of
                                       signals, by digital processing equipment
                                       (e.g., echo cancelers, digital loss
                                       pads), robbed bit signaling, and errors
                                       on digital facilities.

                                    18.2.5.5.1.4 Talker Echo

                                       18.2.5.5.1.4.1 The primary source of echo
                                       is improper impedance-matching at the 2-
                                       to-4 wire hybrid in the U S WEST network.
                                       The impact on subscriber perception is a
                                       function of both echo return loss and
                                       delay.

                                    18.2.5.5.1.5 Listener Echo

                                       18.2.5.5.1.5.1 Listener echo is a double
                                       reflection of a transmitted signal at two
                                       (2) different impedance mismatches in the
                                       end-to-end connection. While in extreme
                                       cases it can degrade voice transmission
                                       performance, listener echo is primarily
                                       an issue for voiceband data.

                                    18.2.5.5.1.6 Propagation and Processing
                                                 Delay

                                       18.2.5.5.1.6.1 Propagation delay is the
                                       delay involved in transmitting
                                       information from one location to another.
                                       It is caused by processing delays of
                                       equipment in the network and delays
                                       associated with traveling across
                                       transmission facilities.
<PAGE>

                                                                    Attachment 3

                                       18.2.5.5.1.6.2 U S WEST shall cooperate
                                       with AT&T to limit total service
                                       propagation and processing delay to
                                       levels at parity with those within the U
                                       S WEST local network.

                                    18.2.5.5.1.7 Signal-to-Noise Ratio

                                       18.2.5.5.1.7.1 The Signal-to-Noise ratio
                                       (S/N) is a critical parameter in
                                       determining voiceband data performance.
                                       It is typically measured with a 1004 Hz
                                       tone.

                                    18.2.5.5.1.9 Attenuation Distortion

                                       18.2.5.5.1.9.1 Attenuation distortion,
                                       also known as frequency distortion or
                                       gain slope, measures the variations in
                                       loss at different frequencies across the
                                       voice frequency spectrum (200 Hz - 3400
                                       Hz). It is measured by subtracting the
                                       loss at 1004 Hz from the loss at the
                                       frequency of interest.

                                    18.2.5.5.1.10 Envelope Delay Distortion

                                       18.2.5.5.1.10.1 Envelope Delay Distortion
                                       (EDD) measures the difference in transit
                                       time of signals at different frequencies.
                                       EDD is measured relative to the transit
                                       time of a 1704 Hz tone, and is given in
                                       microseconds. EDD is used as an
                                       approximation of the group delay of the
                                       channel.

                                    18.2.5.5.1.11 Phase Jitter

                                       18.2.5.5.1.11.1 Phase jitter measures the
                                       unwanted angular modulation of a signal.
                                       It is caused by noise or the actual
                                       modulation of the signal by another
                                       unwanted signal. It displaces the zero
                                       crossings of a signal. It is measured in
                                       terms of peak-to-peak deviations of a
                                       1004 Hz tone from its nominal zero
                                       crossings, and in a particular frequency
                                       band (200-300 HZ and either 4-300 Hz or
                                       2-300 Hz). Phase jitter impacts voiceband
                                       data performance and can make modems more
                                       susceptible to other impairments,
                                       including noise.

                                    18.2.5.5.1.12 Amplitude Jitter

                                       18.2.5.5.1.12.1 Amplitude jitter is any
                                       deviation of the peak value of a 1004 Hz
                                       signal from its nominal value. Excessive
                                       amounts can impair voiceband data
                                       performance. It is primarily caused by
                                       noise but can also be caused by phase
                                       jitter, gain hits, or single frequency
                                       interference.

                                    18.2.5.5.1.13 Intermodulation Distortion

                                       18.2.5.5.1.13.1 Intermodulation
                                       distortion ("IMD") measures non-linear
                                       distortions of a signal. It compares the
                                       power of harmonic tones to the power of
                                       the transmitted tones. It is measured for
                                       both the second and
<PAGE>

                                                                    Attachment 3

                                    third harmonics of the transmitted tones.
                                    IMD is caused by compression or clipping and
                                    can impair voiceband data performance.

                               18.2.5.5.1.14 Impulse Noise

                                    18.2.5.5.1.14.1 Impulse noise is a sudden
                                    and large increase in noise on a channel for
                                    a short duration of time. Impulse noise is
                                    measured as a count of the number of times a
                                    noise threshold is exceeded during a given
                                    time period (typically 5 or 15 minutes). It
                                    is caused by protection switching,
                                    maintenance activities, electromechanical
                                    switching systems, digital transmission
                                    errors, and line coding mismatches. Impulse
                                    noise sounds like clicking noises or static
                                    on voice connections. Impulse noise impairs
                                    voiceband data performance.

                               18.2.5.5.1.15 Phase Hits

                                    18.2.5.5.1.15.1 Phase hits are a sudden
                                    change in the phase of a signal lasting at
                                    least four (4) milliseconds. Phase hits are
                                    measured using a threshold that indicates
                                    how much the phase of the signal has changed
                                    with respect to its nominal phase. Phase
                                    hits are caused by protection switching and
                                    slips or other synchronization errors. Phase
                                    hits can impair voiceband data performance.

                               18.2.5.5.1.16 Gain Hits

                                    18.2.5.5.1.16.1 Gain hits are sudden changes
                                    in the level of a signal that last at least
                                    four (4) milliseconds. Gain hits are
                                    measured against a threshold of typically 2-
                                    5 dB relative to the signal's nominal level.
                                    Gain hits are usually caused by protection
                                    switches and can impair voiceband data
                                    performance.

                               18.2.5.5.1.17 Dropouts

                                    18.2.5.5.1.17.1 Dropouts are drops in the
                                    level of a signal of 12 dB or more for at
                                    least four (4) milliseconds. They are caused
                                    by protection switching events, radio
                                    fading, and conditions causing digital
                                    carrier systems to lose frame. Dropouts are
                                    critical for voiceband data performance but,
                                    if severe enough, will also affect voice
                                    quality.

                               18.2.5.5.1.18 Frequency Shift

                                    18.2.5.5.1.18.1 Frequency shift measures any
                                    frequency changes that occur when a signal
                                    is transmitted across a channel. It is
                                    typically measured using a 1004 Hz tone.
                                    Frequency shift has very little impact on
                                    voice or voiceband data performance;
                                    however, round-trip frequency shifts can
                                    affect the ability of echo cancelers to
                                    remain converged.

                               18.2.5.5.1.19 Crosstalk

                                    18.2.5.5.1.19.1 Crosstalk is the presence of
                                    signals from other telephone connections on
                                    a circuit. Crosstalk can be either
                                    intelligible,
<PAGE>

                                                                    Attachment 3

                                    when speech from other connections can be
                                    heard and understood, or unintelligible.
                                    Crosstalk is caused by inter-channel
                                    interference on the transmission system.
                                    Crosstalk is difficult to measure: it
                                    requires correlating signals on different
                                    circuits or using human listeners to
                                    identify its presence. Trouble reports may
                                    be used to estimate the probability of
                                    crosstalk.

                               18.2.5.5.1.20 Clipping

                                    18.2.5.5.1.20.1 Clipping occurs when part of
                                    a transmitted signal is dropped and does not
                                    reach the receiving portion on a connection.
                                    It can be caused by Digital Speech
                                    Interpolation ("DSI") equipment used in
                                    Digital Circuit Multiplication Systems
                                    ("DCMS") which increase the amount of
                                    traffic that transmission facilities carry,
                                    and by echo cancelers or echo suppressers.

                               18.2.5.5.1.21 Digital Impairments

                               Digital impairments occur in the signal wherever
                               it is transmitted in digital format. These errors
                               are usually introduced upon conversion of the
                               signal from analog to digital, as well as at
                               interfaces between digital components. While many
                               digital impairments have little impact on
                               subjective voice quality, they can impact data
                               performance.

                               18.2.5.5.1.22 Signal Correlated Distortion

                                    18.2.5.5.1.22.1 Signal correlated distortion
                                    ("SCD") is unwanted noise or distortion
                                    introduced into a signal through the
                                    conversion of a signal from analog to
                                    digital format or through digital processing
                                    that changes the transmitted signal. SCD
                                    affects performance when a signal is being
                                    transmitted. The primary sources of SCD are
                                    signal encoders, echo cancelers, digital
                                    loss pads, and robbed bit signaling. SCD
                                    affects both voice and data performance.

                                    18.2.5.5.1.22.2 The NID-to-end-office
                                    connection shall allow:

                               18.2.5.5.1.23 Slips

                                    18.2.5.5.1.23.1 Slips occur when a frame of
                                    digital data is either deleted or repeated
                                    because of differences in the clocks used to
                                    synchronize digital facilities. Slips sound
                                    like clicks or pops on voice calls and have
                                    major impact on data performance.

                               18.2.5.5.1.24 Digital Timing Jitter and Wander

                                    18.2.5.5.1.24.1 Digital timing jitter is the
                                    unwanted phase modulation of digital signals
                                    at rates above 10 Hz. Wander is the unwanted
                                    phase modulation of digital signals at rates
                                    below 10 Hz. Digital timing jitter is caused
                                    by imperfections in the timing recovery
                                    process of regenerators and the stuffing
                                    synchronization process used by
                                    multiplexer/demultiplexers. Wander is caused
                                    by slowly varying changes
<PAGE>

                                                                    Attachment 3

                                    in digital signal phase due to clock
                                    frequency offset and drift, changes in
                                    propagation delay of terrestrial facilities
                                    due to temperature changes and changes in
                                    the distance of satellites from the earth.
                                    These events have a major impact on data.
                                    performance.

                               18.2.5.5.1.25 DS-1 Errored Seconds

                                    18.2.5.5.1.25.1 An Errored Second (ES) on a
                                    DS-1 facility is any second during which at
                                    least 1 bit is in error. The impact of an ES
                                    on performance depends on the number of
                                    errors that occur during a second.
                                    Typically, voice performance is not
                                    significantly impacted by ES but it can
                                    cause errors in data transmissions.

                               18.2.5.5.1.26 DS-1 Severely Errored Seconds

                                    18.2.5.5.1.26.1 A Severely Errored Second
                                    ("SES") is any second during which a DS-1
                                    has an error rate exceeding 0.001. An SES
                                    can be caused by a loss of framing, a slip,
                                    or a protection switch. SESs have impacts on
                                    both voice and data performance. For voice,
                                    a SES will sound like a burst of noise or
                                    static. SESs that occur during a data
                                    transmission cause a significant burst of
                                    errors and can cause modems to retrain.

                               18.2.5.5.1.27 Short Failure Events

                                    18.2.5.5.1.27.1 A Short Failure Event
                                    ("SFE") is a Loss of Frame ("LOF") event of
                                    less than two (2) minutes' duration. An LOF
                                    event is declared when, on detection of a
                                    Loss of Signal ("LOS") or Out-of-Frame
                                    ("OOF"), a rise-slope-type integration
                                    process starts that declares a LOF after
                                    2.5+/-0.5 sec. of continuous LOS or OOF. If
                                    the LOS or OOF is intermittent the
                                    integration process shall decay at a slope
                                    of 1/5 the rise slope during the period when
                                    the signal is normal. Thus, if the ratio of
                                    a LOS or OOF to a normal signal is greater
                                    than 1/2, a LOF will be declared. A LOS
                                    condition shall be declared when the Network
                                    Channel Terminating Equipment has determined
                                    that 175+/-75 successive pulse positions
                                    with no pulses of either positive or
                                    negative polarity have occurred. An OOF
                                    condition shall be declared when either
                                    network equipment or digital terminal
                                    equipment detects errors in the framing
                                    pattern.

                      18.2.5.6      Service Availability and Reliability

                               Availability refers to the time period during
                               which the service is up and usable for its
                               intended purpose. Reliability refers to the
                               probability that a task, once begun, will be
                               successfully completed.

                         18.2.5.6.1 Blocked Calls

                               18.2.5.6.1.1 Blocking is the fraction of call
                               origination attempts denied service during a
                               stated measurement period. Blocking occurs
                               because of competition for limited resources
                               within the network
<PAGE>

                                                                    Attachment 3

                           18.2.5.6.2 Downtime

                               Downtime is the period of time a system is in a
                               failed state.

                           18.2.5.6.3 Dial Tone Delay

                               18.2.5.6.3.1 Dial-Tone Delay is the time period
                               between a subscriber off-hook and the receipt of
                               dial tone from an originating end office.
                               Dial-Tone Delay has a significant effect on
                               subscriber opinion of service quality

                           18.2.5.6.4 Dial Tone Removal

                               18.2.5.6.4.1 Dial tone removal is the time
                               between recognition of the first address digit to
                               the removal of dial tone on the line.

                           18.2.5.6.5 Post Dial Delay

                               18.2.5.6.5.1 Post Dial Delay ("PDD") is the
                               amount of time a caller must wait after entering
                               or dialing the last digit of a Destination
                               Telephone Number ("DTN") before hearing a valid
                               audible network response. The PDD for an end user
                               is measured from the time the caller has pressed
                               or dialed the last digit of a DTN until receipt
                               of an audible network response.

                               18.2.5.6.5.2 The requirements given reflect an
                               end-to-end CCS7 protocol for AT&T end users.
                               Where a mixture of CCS7 and inband (MF) signaling
                               protocols are employed, an increase in the PDD
                               can be expected.

                                    18.2.5.6.5.2.1 PDD 1 - A - Intra LSO

                                        18.2.5.6.5.2.1.1 Intra-LSO calls do not
                                        employ external signaling protocols. The
                                        PDD for intra-LSO calls flows are
                                        dependent upon the processor cycle time
                                        and traffic load conditions. This PDD is
                                        assumed to be between subscribers on the
                                        same LSO, between the Remote Switch
                                        Modules ("RSM") on the same host, or
                                        between an RSM and host subscribers.

                                    18.2.5.6.5.2.3 PDD1 - C - AT&T LSO to Other
                                    LSO

                                        18.2.5.6.5.2.3.1 Calls from an AT&T LSO
                                        to other LSOs are dependent upon the
                                        interface AGREEMENTS between AT&T and
                                        the LSO service provider and may employ
                                        CCS7, inband (MF) or a combination of
                                        both protocols. There are three basic
                                        egress signaling configuration. They
                                        are:

                                            18.2.5.6.5.2.3.2.1 Network Inter-
                                            Connect, CCS7 between AT&T and the
                                            LEC.

                                            18.2.5.6.5.2.3.2.2 Inband
                                            Multifrequency (MF) signaling
                                            protocols without a U S WEST egress
                                            tandem in the connection.
<PAGE>

                                                                    Attachment 3

                                            18.2.5.6.5.2.3.2.3 Inband MF
                                            signaling protocols with a U S WEST
                                            egress tandem in the connection.

                                                     18.2.5.6.5.2.3.2.3.1 Calls
                                                     from an AT&T LSO to other
                                                     LSOs outside the local
                                                     service area are assumed to
                                                     have multiple STPs for 1+
                                                     traffic in the access and
                                                     PSTN portion of the
                                                     connection. The egress from
                                                     the PSTN for 1+ traffic is
                                                     again dependent upon the
                                                     interface Agreements in
                                                     that service area and may
                                                     consist of CCS7 or inband
                                                     MF protocols.

                               18.2.5.6.5.2.4 Impact of Number Portability (NP)

                               18.2.5.6.5.2.5 Custom Local Area Subscriber
                               Services (CLASS)

                               18.2.5.6.5.2.6 Partial Dial Timing

                                    18.2.5.6.5.2.6.1 The interval between each
                                    information digit from a subscriber's line,
                                    until the LSO or switching system has
                                    determined that the digit string is
                                    incomplete

              18.2.5.7   Local Switching

              18.2.5.8     Operator Systems

                           Operator System connections shall comply with the
                           requirements for the Loop Combination, Local
                           Switching, Operator Service, and Directory Assistance
                           Service requirements.

              18.2.5.9     Common Transport

                           Specific requirements for this Network Element or
                           Ancillary Function are in the Common Transport
                           Section of this Attachment. In all cases the
                           performance of this Network Element shall meet the
                           general requirements stated in "General Performance
                           Requirements." Allocation of impairments shall be
                           negotiated between AT&T and U S WEST consistent with
                           sound engineering principles.

              18.2.5.10  Dedicated Transport

                           Specific requirements for this Network Element are in
                           the Dedicated Transport Section of this Attachment.
                           In all cases the performance of this Network Element
                           shall meet the general requirements stated in
                           "General Performance Requirements." Allocation of
                           impairments shall be negotiated between AT&T and U S
                           WEST consistent with sound engineering principles.

              18.2.5.11  Signaling Transfer Points
<PAGE>

                                                                    Attachment 3

                               Specific requirements for this Network Element
                               are in the Signaling Transfer Points Section of
                               this Attachment. In all cases the performance of
                               this Network Element shall meet the general
                               requirements stated in "General Performance
                               Requirements." Allocation of impairments shall be
                               negotiated between AT&T and U S WEST.

              18.2.5.12    Signaling Link Transport

                               Specific requirements for this Network Element
                               are in the Signaling Link Transport Section of
                               this Attachment. In all cases the performance of
                               this Network Element shall meet the general
                               requirements stated in "General Performance
                               Requirements." Allocation of impairments shall be
                               negotiated between AT&T and U S WEST consistent
                               with sound engineering principles.

                      18.2.5.13  SCPs/Databases

                               The performance requirements for Databases (NP,
                               LIDB, E911, etc.) vary depending on the Database
                               and the applications it supports.
                               Database-specific performance requirements are
                               included in the Sections of this Agreement
                               addressing individual Network Elements and in
                               applicable Bellcore documents. In all cases, the
                               query response time, availability, accuracy,
                               updating capabilities, and other performance
                               parameters shall at least be at parity with those
                               services as provided by U S WEST to itself.

                      18.2.5.14  Tandem Switching

                               Specific requirements for this Network Element
                               are in the Tandem Switching Section of this
                               Attachment. In all cases the performance of this
                               Network Element shall meet the general
                               requirements stated in "General Performance
                               Requirements." Allocation of impairments shall be
                               negotiated between AT&T and U S WEST consistent
                               with sound engineering principles.

                  18.2.6   Test and Verification

                           18.2.6.1     U S WEST shall provide unbundled Network
                                        Elements to AT&T in such a way as to not
                                        unreasonably interfere with AT&T's
                                        ability to confirm acceptable
                                        performance of the Network Elements
                                        provided by U S WEST to AT&T through the
                                        use of AT&T test equipment located in
                                        its collocated space.

                           18.2.6.2     At AT&T's request through the Bona Fide
                                        Request process, if not generally
                                        available, U S WEST will provide access
                                        to the Network Element sufficient for
                                        AT&T to test the performance of that
                                        Network Element to AT&T's satisfaction.

                           18.2.6.3     At AT&T's request, U S WEST will perform
                                        tests to confirm acceptable performance
                                        and provide AT&T with documentation of
                                        test procedures and results in
                                        conformance with U S WEST's internal
                                        practices. Additional test procedures
                                        may be requested by AT&T through the
                                        Bona Fide Request process if not
                                        generally available.
<PAGE>

                                                                    Attachment 3

         18.3     [Intentionally deleted for for numbering consistency.]

                  :



         18.4     Synchronization

                  18.4.1   Definition:

                           Synchronization is the function which keeps all
                           digital equipment in a communications network
                           operating at the same average frequency. With respect
                           to digital transmission, information is coded into
                           discrete pulses. When these pulses are transmitted
                           through a digital communications network, all
                           synchronous Network Elements are traceable to a
                           stable and accurate timing source. Network
                           synchronization is accomplished by timing all
                           synchronous Network Elements in the network to a
                           stratum 1 traceable source so that transmission from
                           these network points have the same average line rate.

                  18.4.2   Technical Requirements

                           The following requirements are applicable to the case
                           where U S WEST provides synchronization to equipment
                           that AT&T owns and operates within a U S WEST
                           location. In addition, these requirements apply to
                           synchronous equipment that is owned by U S WEST and
                           is used to provide a Network Element to AT&T.

                      18.4.2.1          The synchronization of clocks within
                                    digital networks is divided into two parts:
                                    intra-building and inter-building. Within a
                                    building, a single clock is designated as
                                    the Building Integrated Timing Supply
                                    ("BITS"), which provides all of the DS-1 and
                                    DS-0 synchronization references required by
                                    other clocks in such building. This is
                                    referred to as intra-building
                                    synchronization. The BITS receives
                                    synchronization references from remotely
                                    located BITS such as a primary reference
                                    source. Synchronization of BITS between
                                    buildings is referred to as inter-building
                                    synchronization.

                      18.4.2.2          To implement a network synchronization
                                    plan, clocks within digital networks are
                                    divided into four stratum levels. All clocks
                                    in strata 2, 3, and 4 are synchronized to a
                                    stratum 1 clock, that is, they are traceable
                                    to a stratum 1 clock. A traceable reference
                                    is a reference that can be traced back
                                    through some number of clocks to a stratum 1
                                    source. Clocks in different strata are
                                    distinguished by their free running accuracy
                                    or by their stability during trouble
                                    conditions such as the loss of all
                                    synchronization references.

                           18.4.2.2.1   Intra-Building

                                    Within a building, there may be different
                                    kinds of equipment that require
                                    synchronization at the DS-1 and DS-0 rates.
                                    Synchronization at the DS-1 rate is
                                    accomplished by the frequency synchronizing
                                    presence of buffer stores at various DS-1
                                    transmission interfaces. Synchronization at
                                    the
<PAGE>

                                                                    Attachment 3

                                    DS-0 rate is accomplished by using a
                                    composite clock signal that phase
                                    synchronizes the clocks. Equipment requiring
                                    DS-0 synchronization frequently does not
                                    have adequate buffer storage to accommodate
                                    the phase variations among different
                                    equipment. Control of phase variations to an
                                    acceptable level is accomplished by
                                    externally timing all interconnecting DS-0
                                    circuits to a single clock source and by
                                    limiting the interconnection of DS-0
                                    equipment to less than 1,500 cable feet.
                                    Therefore, a BITS shall provide DS-1 and
                                    composite clock signals when the appropriate
                                    composite signal is a 64-kHz 5/8/th/ duty
                                    cycle, return to zero with a bipolar
                                    violation every eighth pulse (B8RZ).

                           18.4.2.2.2   Inter-Building

                                    U S WEST shall provide inter-building
                                    synchronization at the DS-1 rate, and the
                                    BITS shall accept the primary and/or
                                    secondary synchronization links from BITS in
                                    other buildings where necessary. From
                                    hierarchical considerations, the BITS shall
                                    be the highest stratum clock within the
                                    building and U S WEST shall provide
                                    operations capabilities. When available such
                                    capability includes, but is not limited to,
                                    synchronization reference provisioning;
                                    synchronization reference status inquiries;
                                    timing mode status inquiries; and alarm
                                    conditions.

                  18.4.3   Synchronization Distribution Requirements

                      18.4.3.1          Central office BITS shall contain
                                    redundant clocks meeting or exceeding the
                                    requirements for a stratum 3 clock as
                                    specified in ANSI T1.101-1994 and ANSI
                                    TI.105.09 and Bellcore GR-NWT-001244 Clocks
                                    for the Synchronized Network: Common Genetic
                                    Criteria.

                      18.4.3.2          Central office BITS shall be powered by
                                    primary and backup power sources.

                      18.4.3.3          If both reference inputs to the BITS are
                                    interrupted or in a degraded mode (meaning
                                    off frequency greater than twice the minimum
                                    accuracy of the BITS, loss of frame,
                                    excessive bit errors, or in Alarm Indication
                                    Signal), then the stratum clock in the BITS
                                    shall provide the necessary bridge in timing
                                    to allow the network to operate without a
                                    frame repetition or deletion (slip free)
                                    with better performance than specified in
                                    these technical references specified in
                                    18.4.3.1.

                      18.4.3.4          DS-1s multiplexed into a SONET
                                    synchronous payload envelope within an STS-n
                                    (where "n" is defined in ANSI T1.105-1995)
                                    signal shall not be used as reference
                                    facilities for network synchronization.

                      18.4.3.5          The total number of Network Elements
                                    cascaded from the stratum 1 source shall be
                                    minimized.

                      18.4.3.6          A Network Element shall receive the
                                    synchronization reference signal only from
                                    another Network Element that contains a
                                    clock of equivalent or superior quality
                                    (stratum level).
<PAGE>

                                                                    Attachment 3

                      18.4.3.7          U S WEST shall select for
                                    synchronization those facilities shown to
                                    have the greatest degree of availability
                                    (absence of outages).

                      18.4.3.8          Where possible, all primary and
                                    secondary synchronization facilities shall
                                    be physically diverse (this means the
                                    maximum feasible physical separation of
                                    synchronization equipment and cabling).

                      18.4.3.9          No timing loops shall be formed in any
                                    combination of primary and secondary
                                    facilities.

                      18.4.3.10     U S WEST shall continuously monitor the BITS
                                    for synchronization related failures.

                      18.4.3.11     U S WEST shall continuously monitor all
                                    equipment transporting synchronization
                                    facilities for synchronization related
                                    failures.

                      18.4.3.12     For non-SONET equipment, U S WEST shall
                                    provide synchronization facilities which, at
                                    a minimum, comply with the standards set
                                    forth in ANSI T1.101-1994.

                      18.4.3.13     For SONET equipment, U S WEST shall provide
                                    synchronization facilities that have time
                                    deviation (TDEV) for integration times
                                    greater than 0.05 seconds and less than or
                                    equal to ten (10) seconds, that is less than
                                    or equal to 100 nanoseconds. TDEV, in
                                    nanoseconds, for integration times greater
                                    than ten (10) seconds and less than 1000
                                    seconds, shall be less than 31.623 times the
                                    square-root of the integration time.

         18.5     SS7 Network Interconnection

                  18.5.1   Definition:

                           SS7 Network Interconnection is the interconnection of
                           AT&T local Signaling Transfer Point (STPs) with U S
                           WEST STPs. This interconnection provides connectivity
                           that enables the exchange of SS7 messages among U S
                           WEST switching systems and databases, AT&T local or
                           tandem switching systems, and other third-party
                           switching systems directly connected to the U S WEST
                           SS7 network.

         18.5.2   Technical Requirements

                      18.5.2.1      SS7 Network Interconnection shall provide
                                    signaling connectivity to all components of
                                    the U S WEST SS7 network through U S WEST
                                    STPs. These include:

                                    18.5.2.1.1   U S WEST local or tandem
                                    switching systems;

                                    18.5.2.1.2   U S WEST databases; and

                                    18.5.2.1.3   other third-party local or
                                    tandem switching systems.
<PAGE>

                                                                    Attachment 3

                      18.5.2.2      The connectivity provided by SS7 Network
                                    Interconnection shall support the functions
                                    of U S WEST switching systems and databases
                                    and AT&T or other third-party switching
                                    systems with A-link access to the U S WEST
                                    SS7 network.

                      18.5.2.3      SS7 Network Interconnection shall provide
                                    transport for certain types of Transaction
                                    Capabilities Application Part ("TCAP")
                                    messages. If traffic is routed based on
                                    dialed or translated digits between an AT&T
                                    local switching system and a U S WEST or
                                    other third-party local switching system,
                                    either directly or via a U S WEST tandem
                                    switching system, then it is a requirement
                                    that the U S WEST SS7 network convey via SS7
                                    Network Interconnection the TCAP messages
                                    necessary to provide Call Management
                                    services (Automatic Callback, Automatic
                                    Recall, and Screening List Editing) between
                                    the AT&T local STPs and the U S WEST or
                                    other third-party STPs.

                      18.5.2.4      When the capability to route messages based
                                    on Intermediate Signaling Network Identifier
                                    (ISNI) is generally available on U S WEST
                                    STPs, the U S WEST SS7 Network shall also
                                    convey TCAP messages using SS7 Network
                                    Interconnection in similar circumstances
                                    where the U S WEST switch routes traffic
                                    based on a Carrier Identification Code
                                    ("CIC").

                      18.5.2.5      SS7 Network Interconnection shall provide
                                    all functions of the MTP as specified in
                                    ANSI T1. 111. This includes:

                                    18.5.2.5.1   Signaling Data Link functions,
                                    as specified in ANSI T1.111.2;

                                    18.5.2.5.2   Signaling Link functions, as
                                    specified in ANSI T1.111.3; and

                                    18.5.2.5.3   Signaling Network Management
                                    functions, as specified in ANSI T1.111.4.

                      18.5.2.6      SS7 Network Interconnection shall provide
                                    all functions of the SCCP necessary for
                                    Class 0 (basic connectionless) service, as
                                    specified in ANSI T1.112.

                      18.5.2.7      Where the destination signaling point is a U
                                    S WEST switching system or database, or is
                                    another third-party local or tandem
                                    switching system directly connected to the U
                                    S WEST STPs (SS7 network), SS7 Network
                                    Interconnection shall include final GTT of
                                    messages to the destination and SCCP
                                    Subsystem Management of the destination.

                      18.5.2.8      Where the destination signaling point is an
                                    AT&T local or tandem switching system, SS7
                                    Network Interconnection shall include
                                    intermediate GTT of messages to a gateway
                                    pair of AT&T local STPs, and shall not
                                    include SCCP Subsystem Management of the
                                    destination.

                      18.5.2.9      SS7 Network Interconnection shall provide
                                    all functions of the Integrated Services
                                    Digital Network User Part (ISDNUP), as
                                    specified in ANSI T1.113.
<PAGE>

                                                                    Attachment 3

                      18.5.2.10     SS7 Network Interconnection shall provide
                                    all functions of the TCAP, as specified in
                                    ANSI T1.114.

                      18.5.2.11     If and when inter-network MTP Routing
                                    Verification Test (MRVT) and SCCP Routing
                                    Verification Test (SRVT) become approved
                                    ANSI standards and available capabilities of
                                    both U S WEST and AT&T STPs, SS7 Network
                                    Interconnection shall provide these
                                    functions of the OMAP.

                                    18.5.2.11.1 The Parties shall develop a
                                    mutually agreed upon interim process for
                                    MRVT and SRVT within ninety (90) days after
                                    a request by AT&T. Either Party shall be
                                    allowed to shut off MRVT/SRVT for
                                    preservation of network integrity.

                      18.5.2.12     SS7 Network Interconnection shall be equal
                                    to or better than the following performance
                                    requirements:

                                    18.5.2.12.1      MTP Performance, as
                                    specified in ANSI T1.111.6;

                                    18.5.2.12.2      SCCP Performance, as
                                    specified in ANSI T1.112.5; and

                                    18.5.2.12.3      ISDNUP Performance, as
                                    specified in ANSI T1.113.5.

                  18.5.3   Interface Requirements

                      18.5.3.1      U S WEST shall offer the following SS7
                                    Network Interconnection options to connect
                                    AT&T or AT&T-designated STPs to the U S WEST
                                    STPs (SS7 network):

                                    18.5.3.1.1   D-link interface from AT&T
                                    STPs.

                      18.5.3.2      Each interface shall be provided by one or
                                    more sets (layers) of signaling links, as
                                    follows:

                                    18.5.3.2.1   A D-link layer shall consist of
                                    four links.

                      18.5.3.3      The Signaling Point of Interconnection
                                    (SPOI) for each link shall be located at a
                                    cross-connect element, (e.g., DSX-1) in the
                                    central office where the U S WEST STPs is
                                    located. There shall be a DS-1 or higher
                                    rate transport interface at each of the
                                    SPOIs. Each signaling link shall appear as a
                                    DS-0 channel within the DS-1 or higher rate
                                    interface. U S WEST shall offer higher rate
                                    DS-1 signaling links for interconnecting
                                    AT&T local switching systems or STPs with U
                                    S WEST STPs as soon as these become approved
                                    ANSI standards and available capabilities of
                                    U S WEST STPs.

                                    18.5.3.3.1 In each LATA, there will be two
                                    (2SPOIs. The requirement for two SPOIs is
                                    driven by the critical importance attached
                                    by the Parties to signaling link diversity.
<PAGE>

                                                                    Attachment 3

                                    18.5.3.3.2  Each Party will designate one
                                    (1) of the two (2) SPOIs in a reasonable and
                                    efficient location in the LATA. A SPOI can
                                    be any existing cross connect point in the
                                    LATA.

                                    18.5.3.3.3  Each signaling link requires a
                                    port on each Party's STP.

                      18.5.3.4      Where available, the U S WEST central office
                                    shall provide intraoffice diversity between
                                    the SPOIs and the U S WEST STPs, so that no
                                    single failure of intraoffice facilities or
                                    equipment shall cause the failure of both
                                    D-links in a layer connecting to U S WEST's
                                    STPs.

                      18.5.3.5      The protocol interface requirements for SS7
                                    Network Interconnection include the MTP,
                                    ISDNUP, SCCP and TCAP. These protocol
                                    interfaces shall conform to the following
                                    specifications:

                                    18.5.3.5.1 Bellcore GR-905-CORE, Common
                                    Channel Signaling Network Interface
                                    Specification (CCSNIS) Supporting Network
                                    Interconnection, Message Transfer Part
                                    (MTP), and Integrated Services Digital
                                    Network User Part (ISDNUP);

                                    18.5.3.5.2 Bellcore GR-1428-CORE, CCS
                                    Network Interface Specification (CCSNIS)
                                    Supporting Toll Free Service;

                                    18.5.3.5.3 Bellcore GR-1429-CORE, CCS
                                    Network Interface Specification (CCSNIS)
                                    Supporting Call Management Services; and

                                    18.5.3.5.4 Bellcore GR-1432-CORE, CCS
                                    Network Interface Specification (CCSNIS)
                                    Supporting Signaling Connection Control Part
                                    (SCCP) and Transaction Capabilities
                                    Application Part (TCAP).

                      18.5.3.6      To the extent technically feasible, U S WEST
                                    shall set message screening parameters to
                                    block accept messages from AT&T local or
                                    tandem switching systems destined to any
                                    signaling point in the U S WEST SS7 network
                                    with which the AT&T switching system has a
                                    legitimate signaling relation.

                  18.5.4   SS7 Network Interconnection shall be equal to or
                           better than all of the requirements for SS7 Network
                           Interconnection set forth in the following technical
                           references:

                       18.5.4.1     ANSI T1.110-1992 American National Standard
                                    Telecommunications Signaling System Number 7
                                    (SS7) -General Information;

                       18.5.4.2     ANSI T1.111-1992 American National Standard
                                    for Telecommunications - Signaling System
                                    Number 7 (SS7) - Message Transfer Part
                                    (MTP);

                       18.5.4.3     ANSI T1.111A-1994 American National Standard
                                    for Telecommunications - Signaling System
                                    Number 7 (SS7) - Message Transfer Part (MTP)
                                    Supplement;
<PAGE>

                                                                    Attachment 3

                      18.5.4.4      ANSI T1.112-1992 American National Standard
                                    for Telecommunications - Signaling System
                                    Number 7 (SS7) - Signaling Connection
                                    Control Part (SCCP);

                      18.5.4.5      ANSI T1.113-1995 American National Standard
                                    for Telecommunications - Signaling System
                                    Number 7 (SS7) - Integrated Services Digital
                                    Network (ISDN) User Part;

                      18.5.4.6      ANSI T1.114-1992 American National Standard
                                    for Telecommunications - Signaling System
                                    Number 7 (SS7) - Transaction Capabilities
                                    Application Part (TCAP);

                      18.5.4.7      ANSI T1.115-1990 American National Standard
                                    for Telecommunications - Signaling System
                                    Number 7 (SS7) - Monitoring and Measurements
                                    for Networks;

                      18.5.4.8      ANSI T1.116-1990 American National Standard
                                    for Telecommunications - Signaling System
                                    Number 7 (SS7) - Operations, Maintenance and
                                    Administration Part (OMAP);

                      18.5.4.9      ANSI T1.118-1992 American National Standard
                                    for Telecommunications - Signaling System
                                    Number 7 (SS7) - Intermediate Signaling
                                    Network Identification (ISNI);

                      18.5.4.10     Bellcore GR-905-CORE, Common Channel
                                    Signaling Network Interface Specification
                                    (CCSNIS) Supporting Network Interconnection,
                                    Message Transfer Part (MTP), and Integrated
                                    Services Digital Network User Part (ISDNUP);

                      18.5.4.11     Bellcore GR-954-CORE, CCS Network Interface
                                    Specification (CCSNIS) Supporting Line
                                    Information Database (LIDB) Service;

                      18.5.4.12     Bellcore GR-1428-CORE, CCS Network Interface
                                    Specification (CCSNIS) Supporting Toll Free
                                    Service;

                      18.5.4.13     Bellcore GR-1429-CORE, CCS Network Interface
                                    Specification (CCSNIS) Supporting Call
                                    Management Services; and

                      18.5.4.14     Bellcore GR-1432-CORE, CCS Network Interface
                                    Specification (CCSNIS) Supporting Signaling
                                    Connection Control Part (SCCP) and
                                    Transaction Capabilities Application Part
                                    (TCAP).
<PAGE>

                                                                    Attachment 4


                               TABLE OF CONTENTS

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

2. General Description................................................................................       1

3. Location of Interconnection........................................................................       2

4. Collocation........................................................................................       2

5. Entrance Facility..................................................................................  Error!

6. Quality of Interconnection.........................................................................       2

7. Points of Interconnection..........................................................................       2

8. Trunking Requirements..............................................................................       2

9. Service Interruptions..............................................................................       4

10. Forecasting.......................................................................................       5

11.  Signaling........................................................................................       7

12. Ordering..........................................................................................       7

13. Network Management................................................................................       7

14. Usage Measurement.................................................................................       8

15. Audiotext and Mass Announcement Services..........................................................       8

16. Interconnection to Network Elements...............................................................       8

17. Reciprocal Traffic Exchange.......................................................................      10
</TABLE>
<PAGE>

                                                                    Attachment 4
                                INTERCONNECTION

1.       Definitions

         1.1      1.1   For purposes of this Attachment 4, "Interconnection" is
                  the linking of the U S WEST and AT&T networks for the mutual
                  exchange of traffic. Interconnection does not include the
                  transport and termination of traffic. Interconnection is
                  provided by virtual or physical collocation, entrance
                  facilities or meet point arrangements.

2.       General Description

         2.1      U S WEST will provide Interconnection at any technically
                  feasible point, subject to negotiations between the Parties;
                  such points may include, but not be limited to, a Meet Point,
                  the line side distribution frame of the local switch, the
                  trunk side distribution frame of the local switch, trunk
                  interconnection points of the tandem switch, central office
                  cross-connect points, and Signaling Transfer Points necessary
                  to exchange traffic and access call related databases./1/

         2.2      AT&T shall designate at least one POI in the LATA in which
                  AT&T originates local traffic and interconnects with U S
                  WEST./2/ AT&T 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, AT&T
                  and U S WEST will jointly provision the fiber optic facilities
                  that connect the two (2) networks and shall share the
                  financial and other responsibilities for that facility.

         2.3      Within ten (10) business days of AT&T's request for any POI, U
                  S WEST shall provide any information in its possession or
                  available to it regarding the environmental conditions of the
                  interconnection route or location including, but not limited
                  to, the existence and condition of asbestos, lead paint,
                  hazardous substance contamination, or radon. Information is
                  considered "available" under this Agreement if it is in U S
                  WEST's possession, or in the possession of a current or former
                  agent, contractor, employee, lessor, or tenant of U S WEST's.

         2.4      U S WEST shall allow AT&T to perform any environmental site
                  investigations, including, but not limited to, asbestos
                  surveys, AT&T deems to be necessary in support of its
                  collocation needs. AT&T shall advise U S WEST in writing of
                  its intent to conduct any such investigations, and shall
                  receive written approval from U S WEST to proceed with the
                  investigation which approval shall not be unreasonably
                  withheld. AT&T shall indemnify U S WEST in accordance with the
                  provisions of Section 18 of Part A of this Agreement for any
                  loss or claim for damage suffered by U S WEST as a result of
                  AT&T's actions during any site inspection.

3.       Location of Interconnection

         3.1      AT&T will be responsible for implementing and maintaining its
                  network on its side of the POI. U S WEST will be responsible
                  for implementing and maintaining its network on its side of
                  the POI. If and when the Parties choose to interconnect at a
                  Meet Point, AT&T and U S WEST will jointly provision the fiber
                  optic facilities that connect the two networks and shall
                  proportionately share the financial and other responsibilities
                  for that facility based on the reasonably negotiated Meet
                  Point percentage.

_______________________________
/1/      Complies with MCIm Order at p. 6 at Issue 2 and AT&T Order at Issue
         3(a)
/2/      MCIm Order, p. 6 at Issue 2, AT&T Order at Issue 3(a), Final
         Arbitration Order at pg. 61

                                    Page 1
<PAGE>

                                                                    Attachment 4

         3.2      If interconnection is complicated by the presence of
                  environmental contamination or hazardous materials, and an
                  alternative route is available, U S WEST shall make such
                  alternative route available for AT&T's consideration.

4.       Collocation

         4.1      Interconnection may be accomplished through either virtual or
                  physical Collocation. The terms and conditions under which
                  Collocation will be available are described in Part A of this
                  Agreement.

5.       Entrance Facility

         5.1      Interconnection may be accomplished using an entrance facility
                  without the need for collocation. An entrance facility extends
                  from the Point of Interface to a point within a U S WEST
                  central office.

6.       Quality of Interconnection

         6.1      U S WEST will not, for the purpose of Interconnection, provide
                  to AT&T less favorable terms and conditions than it provides
                  itself or any other Person or in a manner less efficient than
                  it would impose on itself or any other Person. The quality of
                  Interconnection will be at least equal to that U S WEST
                  provides to itself or any other Person. To the extent that
                  AT&T requests higher or lower quality Interconnection, AT&T
                  agrees to use the Bona Fide Request process described in Part
                  A of this Agreement.

7.       Points of Interconnection

         7.1      Upon the request for specific point to point routing, U S WEST
                  will make available to AT&T information indicating the
                  location and technical characteristics of U S WEST's network
                  facilities. The following alternatives are negotiable and
                  include, but are not limited to: (a) a DS-1 or DS-3 entrance
                  facility, where facilities are available (where facilities are
                  not available and U S WEST is required to build special or
                  additional facilities, special construction charges may
                  apply); (b) virtual collocation; (c) physical collocation; and
                  (d) negotiated Meet Point facilities. Each Party is
                  responsible for providing its own facilities up to the Meet
                  Point. The Parties will negotiate the facilities arrangement
                  between their networks.

8.       Trunking Requirements

         8.1      U S WEST agrees to provide designed interconnection facilities
                  that meet the same industry standards for technical criteria
                  and service standards, such as probability of blocking in peak
                  hours and transmission standards.

         8.2      The Parties shall initially reciprocally terminate local
                  exchange traffic and intraLATA/interLATA toll calls
                  originating on each other's networks as follows:

                  There shall be no restrictions on traffic types carried.
                        Until the access structure is revised, to accommodate
                        non-segregated traffic, pursuant to rules promulgated by
                        the FCC or the Commission, two-way trunk groups will be
                        established wherever practical, based upon AT&T's
                        requestExceptions to this provision will not be based on
                        technical infeasibility, but will be based on billing,
                        signaling, and network requirements. For example,
                        exceptions include: (a) billing requirements

                                    Page 2
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                                                                    Attachment 4

                        - switched access vs. local traffic, (b) signaling
                        requirements - MF vs. SS7, (c) network requirements -
                        Directory Assistance traffic to TOPS Tandems, and (d)
                        one-way trunks for 911/E911. . If Local Traffic and Toll
                        Traffic are combined in one (1) trunk group, AT&T shall
                        provide a measure of the amount of Local Traffic and
                        Toll Traffic relevant for billing purposes to U S WEST.
                        U S WEST may audit the traffic reported to it by AT&T if
                        it has reason to believe the reported measurement is not
                        accurate. Such audit shall be conducted in accordance
                        with the Audit provisions contained in Section 49 of
                        Part A in this Agreement./3/ The following is the
                        current list of traffic types requiring separate trunk
                        groups, unless otherwise specifically stated in this
                        Agreement:

                        (a)   intraLATA toll and interLATA switched access
                              trunks
                        (b)   EAS/local trunks
                        (c)   Directory Assistance trunks
                        (d)   911/E911 trunks
                        (e)   Operator Services trunks
                        (f)   Non-U S WEST) toll (transit toll to other
                              providers) Non-U S WEST) local (transit local to
                              other providers) Commercial Mobile Radio
                              Service/Wireless Traffic

         8.3      Separate trunk groups will be established connecting AT&T's
                  switch or AT&T/s Operator Service center to U S WEST's
                  Operator Service center for operator-assisted busy line
                  interrupt/verify. For traffic from the U S WEST network to
                  AT&T for Operator Services, U S WEST will provide one (1)
                  trunk group per LATA served by the local U S WEST switch.

         8.4      Trunk Servicing

                  8.4.1    Orders between the Parties to establish, add, change
                           or disconnect trunks shall be processed by use of an
                           Access Service Request ("ASR") or another industry
                           standard for local service ordering.

                  8.4.2    As further described in this Agreement, both Parties
                           will jointly manage the capacity of Local
                           Interconnection trunk groups. U S WEST's trunk
                           servicing group will send a Trunk Group Service
                           Request ("TGSR"), or another industry standard
                           eventually adopted to replace the TGSR, to AT&T to
                           trigger changes U S WEST desires to the Local
                           Interconnection trunk groups based on U S WEST's
                           capacity assessment. AT&T will issue an ASR or other
                           industry ordering standard to U S WEST:

                           (a)      within ten (10) business days after receipt
                                    of the TGSR, upon review of and in response
                                    to U S WEST's TGSR, or

                           (b)      at any time, as a result of AT&T's own
                                    capacity management assessment, to begin the
                                    provisioning process. The interval used for
                                    the provisioning of Local Interconnection
                                    trunk groups shall be no longer than the
                                    standard interval for the provisioning of U
                                    S WEST's Switched Access service and shall
                                    be consistent with U S WEST's actual
                                    provisioning intervals for its own Switched
                                    Access customers.

                  8.4.3    U S WEST will attempt to meet AT&T's requested due
                           date for the provision of Local Interconnect trunk
                           groups. Where the installation of Local
                           Interconnection

___________________________________
/3/ Final Arbitration Order at pg. 63

                                    Page 3
<PAGE>

                                                                    Attachment 4

                           Trunk Groups is required within a time that is
                           shorter than the standard interval, the Parties will
                           make all reasonable efforts and cooperate in good
                           faith to ensure that the mutually agreed upon due
                           date is met.

                  8.4.4    Orders that comprise a major project may be submitted
                           at the same time, in which case their implementation
                           shall be jointly planned and coordinated. Major
                           projects are those that require the coordination and
                           execution of multiple orders or related activities
                           between and among U S WEST and AT&T work groups,
                           including, but not limited to, the initial
                           establishment of Local Interconnection or Meet Point
                           trunk groups and service in an area, NXX code moves,
                           re-homes, facility grooming, or network
                           rearrangements.

         8.5      Trunking Requirements

                  8.5.1    Trunk group connections will be made at a DS-1 or
                           multiple DS-1 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 DS-1 level,
                           as agreed to by the Parties.

                  8.5.2    Where CCS is not available, in-band multi-frequency
                           (MF) wink start signaling will be provided. This MF
                           arrangement will require a separate local trunk
                           circuit between AT&T's switch and U S WEST's tandems.
                           Reference Technical Pub. TR-314 and TR394.

9.       Service Interruptions

         9.1      Standards and procedures for notification of trunk disconnects
                  will be jointly developed by the Parties within ninety (90)
                  days after a request by AT&T. 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.

         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: (a) interfere with or impair
                  service over any facilities of the other Party; its
                  Affiliates, or its connecting and concurring carriers involved
                  in its services; (b) cause damage to their plant; (c) violate
                  any applicable law or regulation regarding the invasion of
                  privacy of any communications carried over the Party's
                  facilities; or (d) create hazards to the employees of either
                  Party or to the public.

         9.3      Each Party shall be solely responsible, and bear the expense,
                  for the overall design of its services. Each Party shall also
                  be responsible for any redesign or rearrangement of its
                  services that may be required because of changes in
                  facilities, operations or procedures, minimum network
                  protection criteria, and operating or maintenance
                  characteristics of the facilities. If one Party creates a
                  circumstance causing additional costs to the other Party, the
                  other Party may collect construction charges from the first
                  Party.

         9.4      To facilitate trouble reporting and to coordinate the repair
                  of the service provided by each Party to the other under this
                  Agreement, each Party shall designate and define a Trouble
                  Reporting control office ("TRCO") for such service. Each Party
                  shall furnish a trouble reporting telephone number for the
                  designated TRCO. This number shall have access to the location
                  where facility records are normally located and where current
                  status reports on any trouble reports are readily available.
                  Current and historical trouble reports will be made available,
                  if necessary. Alternative out-of-hours procedures shall be
                  established to
                                    Page 4
<PAGE>

                                                                    Attachment 4

                  ensure access to a location that is staffed and has the
                  authority to initiate corrective action.

         9.5      Where new facilities, services and arrangements are installed
                  to rectify the service interruption, 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.

         9.6      The Parties shall cooperate in isolating trouble conditions.
                  Before either Party reports a trouble condition, it shall use
                  reasonable efforts to isolate the trouble.

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

10.      Forecasting

         10.1     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.

         10.2     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 (4) times a year. The quarterly forecasts shall
                  include forecasted requirements for each trunk group
                  identified in Paragraph 8.2.1 of this Attachment. In addition,
                  for tandem-switched traffic, the forecast shall include 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 (3) (current and plus-1 and
                  plus-2) years and shall include:

                  10.2.1   the use of Common Language Location Identifier
                           (CLLI-MSG), which is described in Bellcore documents
                           BR 795-100-100 and BR 795-400-100; and

                  10.2.2   a description of major network projects anticipated
                           for the following six (6) 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.

                  10.2.3 If forecasts vary significantly, the Parties shall meet
                  to review and reconcile such forecasts.

                  10.2.3.1          If the Parties are unable to reach such a
                                    reconciliation, the Local Interconnection
                                    trunk groups shall be provisioned to the
                                    higher forecast. At the end of three (3)
                                    months, the utilization of the Local
                                    Interconnection trunk groups will be
                                    reviewed and if the average CCS utilization
                                    for the third month is under seventy five
                                    percent (75%) of capacity, either Party may
                                    issue an order to resize the trunk group,
                                    which shall be left with not less than
                                    twenty five percent (25%) excess capacity.

                  10.2.3.2          If the Parties agree on the original
                                    forecast and then it is determined that a
                                    trunk group is under seventy five percent
                                    (75%) of CCS capacity on a monthly-average
                                    basis for each month of any three-month
                                    period,

                                    Page 5

<PAGE>

                                                                    Attachment 4

                                    either Party may issue an order to resize
                                    the trunk group, which shall be left with
                                    not less than twenty five percent (25%)
                                    excess capacity. In all cases, grade of
                                    service objectives identified in this
                                    Agreement shall be maintained.

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

         10.4     Trunking can be established to tandems or end offices or a
                  combination of both via either one-way or two-way trunks.
                  Trunking will be at the DS-0 level, DS-1 level, DS-3 level, or
                  any other technically feasible level, subject to network
                  disclosure requirements of the FCC. Initial trunking will be
                  established between AT&T's switching centers and U S WEST's
                  access tandem(s). The Parties will utilize direct end office
                  trunking under the following conditions:

                  10.4.1   Tandem exhaust - If a tandem through which the
                           Parties are interconnected is unable to, or is
                           forecasted to be unable to, support additional
                           traffic loads for any period of time, the Parties
                           will mutually agree on an end office trunking plan
                           that will alleviate the tandem capacity shortage and
                           ensure completion of traffic between AT&T and U S
                           WEST subscribers.

                  10.4.2   Traffic volume - The Parties shall install and retain
                           direct end office trunking sufficient to handle
                           actual or reasonably forecasted traffic volumes,
                           whichever is greater, between an AT&T switching
                           center and a U S WEST end office where the local
                           traffic exceeds or is forecasted to exceed 512 CCS at
                           the busy hour.

                  10.4.3   Mutual agreement - The Parties may install direct end
                           office trunking upon mutual agreement in the absence
                           of conditions (1) or (2) above, which agreement shall
                           not unreasonably be withheld.

         10.5     Grade of Service:

                  A blocking standard of one percent (1%) during the average
                  busy hour, as defined by each Party's standards, for final
                  trunk groups between an AT&T end office and a U S WEST access
                  tandem carrying Meet Point traffic shall be maintained. All
                  other final trunk groups are to be engineered with a blocking
                  standard of one percent (1%). Direct end office trunk groups
                  are to be engineered with a blocking standard of one percent
                  (1%).

11.      Signaling

         11.1     Signaling protocol. The Parties will interconnect their
                  networks using SS7 signaling as defined in GR-317 and GR-394,
                  including ISDN User Part ("ISUP") for trunk signaling and
                  Transaction Capabilities Application Part ("TCAP") for
                  CCS-based features in the interconnection of their networks.
                  All appropriate industry standards for signaling
                  interoperability will be followed.

         11.2     The Parties will provide CCS to each other in conjunction with
                  all trunk groups supporting local, transit, and toll traffic.
                  The Parties will cooperate on the exchange of TCAP messages to
                  facilitate full interoperability of CCS-based features between
                  their respective networks, including all CLASS features and
                  functions. All CCS signaling parameters will be provided,
                  including automatic number identification (ANI), originating
                  line information (OLI), calling party category, charge number,
                  etc. For terminating Feature Group D, the

                                    Page 6
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                                                                    Attachment 4

                  Parties will pass CPN if it receives CPN from Feature Group D
                  carriers. All privacy indicators will be honored. Where
                  available, network signaling information such as Transit
                  Network Selection ("TNS") parameter (CCS platform) and CIC/OZZ
                  information (non-CCS environment) will be provided by the
                  Parties wherever such information is needed for call routing
                  or billing. The Parties will follow all appropriate industry
                  standards pertaining to TNS and CIC/OZZ codes.

         11.3     Standard Interconnection facilities shall be Extended
                  Superframe (ESF) with B8ZS line code. Where ESF/B8ZS is not
                  available, AT&T will agree to using other Interconnection
                  protocols on an interim basis until the standard ESF/B8ZS is
                  available. U S WEST will provide anticipated dates of
                  availability for those areas not currently ESF/B8ZS
                  compatible.

         11.4     Where AT&T is unwilling to utilize an alternate
                  Interconnection protocol, AT&T will provide U S WEST an
                  initial forecast of 64 Kbps Clear Channel Capability ("64K
                  CCC") trunk consistent with the forecasting agreements between
                  the Parties. Upon receipt of this forecast, the Parties will
                  begin joint planning for the engineering, procurement, and
                  installation of the designated 64K CCC Local Interconnection
                  trunk groups and the associated B8ZS Extended Super Frame
                  facilities, for the purpose of transmitting 64K CCC data calls
                  between AT&T and U S WEST. Where additional equipment is
                  required, such equipment will be obtained, engineered, and
                  installed on the same basis and with the same intervals as any
                  similar growth job for an IXC, AT&T or U S WEST internal
                  customer demand for 64K CCC trunks. Where technically
                  feasible, these trunks will be established as two-way.

12.  Ordering12.

         12.1     AT&T shall, on each order for Local Interconnection trunks,
                  specify the AT&T NXXs that are assigned to the trunks.

13.      Network Management

         13.1     Protective Protocols

                  Either Party may use protective network traffic management
                  controls such as 7-digit and 10-digit code gaps on traffic
                  toward each others network, when required to protect the
                  public switched network from congestion due to facility
                  failures, switch congestion or failure or focused overload.

         13.2     Rerouting Protocols

                  Where the capability exists, originating or terminating
                  traffic reroutes may be implemented by either Party to
                  temporarily relieve network congestion due to facility
                  failures or abnormal calling patterns. Reroutes will not be
                  used to circumvent normal trunk servicing. Rerouting controls
                  will only be used when mutually agreed to by the Parties.

         13.3     Mass Calling

                  AT&T and U S WEST shall cooperate and share pre-planning
                  information, where available and in compliance with federal
                  and state regulations, regarding cross-network call-ins
                  expected to generate large or focused temporary increases in
                  call volumes, to prevent or mitigate the impact of these
                  events on the public switched network.

                                    Page 7
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                                                                    Attachment 4

                  Furthermore, INP numbers may only be used consistent with
                  network efficiency and integrity, i.e., inhibitions on mass
                  calling events.

14.      Usage Measurement

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

                  14.1.1   Bellcore AMA formatted records to generate bills to
                           the other Party;

                  14.1.2   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-round and then
                           rounded to the next whole minute; and

                  14.1.3   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 (i.e.,
                           local, toll, and other) terminated to each other over
                           SS7 local interconnection trunk groups.

15.      AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES


         The Parties agree that access to the audiotext, mass announcement and
         information services of each Party may be made available to the other
         Party upon execution of a separate agreement or an amendment to this
         Agreement.

16.      Interconnection to Network Elements

         16.1     Technical Requirements

                  16.1.1   When requested by AT&T, U S WEST shall provide
                           Interconnections between the U S WEST Network
                           Elements provided to AT&T and AT&T's network at
                           transmission rates designated by AT&T. If additional
                           equipment beyond that which U S WEST currently has in
                           place is planning to put in place or is otherwise
                           required to have in place is required to meet such
                           transmission rates, the installation and/or
                           acquisition of such equipment shall be accomplished
                           pursuant to the ordering process set forth in this
                           Agreement.

                  16.1.2   Traffic shall be combined and routed as follows:

                           16.1.2.1   At AT&T's request, U S WEST shall receive
                                      AT&T traffic destined to the U S WEST
                                      Operator Systems Network Element, on
                                      trunks from an AT&T end-office or an AT&T
                                      tandem.

                           16.1.2.2   At AT&T's request, U S WEST shall receive
                                      AT&T CAMA-ANI (Centralized Automatic
                                      Message Accounting - Automatic Number
                                      identification) traffic destined to the U
                                      S WEST 911 PSAPs, or E911 tandems, on
                                      trunks from an AT&T end-office.

                           16.1.2.3   At AT&T's request, U S WEST shall receive
                                      AT&T SS7 traffic destined to any U S WEST
                                      E911 tandem on trunks from an AT&T
                                      end-office, when SS7 E911 signaling is
                                      available in U S WEST's network.

                                    Page 8
<PAGE>

                                                                    Attachment 4

                  16.1.3   When requested by AT&T and a third party carrier, U S
                           WEST shall provide interconnections between AT&T's
                           network, and the other carrier's network through the
                           U S WEST network at transmission rates designated by
                           AT&T, including, but not limited to, DS-1, DS-3, and
                           STS-1, where available. U S WEST shall combine and
                           route traffic to and from other local carriers and
                           interLATA carriers through the U S WEST network, and,
                           at AT&T's request, U S WEST shall record and keep
                           records of such traffic for AT&T billing purposes to
                           the extent possible.

                  16.1.4   U S WEST shall provide two-way trunk groups for
                           Interconnections. At AT&T's request, and consistent
                           with an efficient network architecture, U S WEST
                           shall provide unidirectional traffic on such trunks,
                           in either direction, effectively operating them as if
                           they were one-way trunk groups.

                  16.1.5   All trunking provided by U S WEST shall adhere to the
                           applicable performance requirements set forth in the
                           "General Performance Requirements" section of this
                           Agreement, pursuant to Sections 1.3.1 and 1.3.2 of
                           Part A of this Agreement.

                  16.1.6   At AT&T's request, U S WEST shall work cooperatively
                           with AT&T to provide for overflow routing from a
                           given trunk group or groups onto another trunk group
                           or groups as AT&T designates.

                  16.1.7   U S WEST and AT&T shall agree on the establishment of
                           two-way trunk groups for the exchange of traffic for
                           other IXCs. These trunk groups can be provided in a
                           "meet point" arrangement.

                  16.1.8   Interconnection shall be made available upon AT&T 's
                           request at any technically feasible Point of
                           Interface. All trunk interconnections shall be
                           provided, including SS7, MF, DTMF, Dial Pulse,
                           PRI-ISDN (where available), DID (Direct Inward
                           Dialing), CAMA-ANI, and trunking necessary so that
                           INP can be provided.

         16.2     Trunk Interface Requirements

                  16.2.1   E911 Trunks

                           16.2.1.1   U S WEST shall allow AT&T to provide
                                      direct trunking to each U S WEST E911 end
                                      office or tandem, as is appropriate for
                                      the applicable serving area. These trunks
                                      are to be provided as one-way trunks from
                                      a given AT&T end office to the U S WEST
                                      E911 end-office or tandem.

                           16.2.1.2   U S WEST shall provide for overflow E911
                                      traffic in the same manner that U S WEST
                                      provides E911 overflow for itself.

                  16.2.2   S911 Trunks

                           If and when S911 tandems become available in the U S
                           WEST network, U S WEST shall allow AT&T to provide
                           direct trunking to each U S WEST S911 tandem. Such
                           SS7 trunks are to be provided as one-way trunks from
                           a given AT&T end-office to the U S WEST S911 tandem.

                  16.2.3   Local Switch and Access Tandem Trunks

                                    Page 9
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                                                                    Attachment 4

                           16.2.3.1   U S WEST shall provide trunks groups
                                      provisioned exclusively to carry intraLATA
                                      toll traffic, as designated by AT&T.

                           16.2.3.2   U S WEST shall provide trunk groups
                                      provisioned exclusively to carry interLATA
                                      traffic, as designated by AT&T.

                           16.2.3.3   U S WEST shall provide SS7 trunks which
                                      provide SS7 Interconnection. At AT&T's
                                      request, MF trunks may be substituted for
                                      SS7 trunks where applicable.

                           16.2.3.4   U S WEST shall simultaneously route calls
                                      based on dialed digits (in accordance with
                                      the standard GR-317-CORE), and Carrier
                                      Identification Code (in accordance with
                                      the standard GR-394-CORE) over a single
                                      SS7 trunk group.

                  16.2.4   U S WEST Operator Services Trunk

                           U S WEST shall provide Operator Services trunks as
                           one-way trunks from the U S WEST network to the AT&T
                           network.

         16.3     Network Interconnection between U S WEST and AT&T shall meet
                  or exceed all of the requirements for network Interconnection
                  set forth in the following technical references:

                  16.3.1   GR-317-CORE, Switching System generic requirements
                           for Call Control Using the Integrated Services
                           Digital Network User Part (ISDNUP), Bellcore,
                           February 1994;

                  16.3.2   GR-394-CORE, Switching System generic requirements
                           for Interexchange Carrier Interconnection Using the
                           Integrated Services Digital Network User Part
                           (ISDNUP), Bellcore, February 1994;

                  16.3.3   FR-NWT-000271, OSSGR Operator Services Systems
                           generic requirements, Bellcore, 1994 Edition; and

                  16.3.4   FR-NWT-000064, LATA Switching Systems Generic
                           Requirements (LSSGR), Bellcore, 1994 Edition.

17.      Reciprocal Traffic Exchange

         17.1     Scope

                  Reciprocal traffic exchange addresses the exchange of traffic
                  between AT&T end users and U S WEST 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
                  IXC or where either Party interconnects and delivers traffic
                  to the other from third parties, each Party shall bill such
                  third parties the appropriate charges pursuant to its
                  respective tariffs or contractual offerings for such third
                  party terminations. Absent a separately negotiated agreement
                  to the contrary, compensation for reciprocal traffic exchange
                  solely applies to traffic exchanged directly between the
                  Parties without the use of third party transit providers.

          17.2    Responsibilities of The Parties

                                    Page 10
<PAGE>

                                                                    Attachment 4

                  17.2.1   U S WEST and AT&T agree to treat each other fairly,
                           nondiscriminatorily, and equally for all items
                           included in this Agreement, or related to the support
                           of items included in this Agreement.

                  17.2.2   AT&T and U S WEST agree to exchange such reports
                           and/or data as provided in this Agreement to
                           facilitate the proper billing of traffic.

                                  17.2.3 [Intentionally left blank for numbering
                                         consistency]

                  17.2.4   AT&T and U S WEST shall share responsibility for all
                           control office functions for Local Interconnection
                           trunks and trunk groups, and both Parties shall share
                           the overall coordination, installation, and
                           maintenance responsibilities for these trunks and
                           trunk groups.

                  17.2.5   The Party that performs the End Office function is
                           responsible for all control office functions for the
                           meet point trunking arrangement trunks and trunk
                           groups, and shall be responsible for the overall
                           coordination, installation, and maintenance
                           responsibilities for these trunks and trunk groups.

                  17.2.6   AT&T and U S WEST shall:

                           17.2.6.1   Provide trained personnel with adequate
                                      and compatible test equipment to work with
                                      each other's technicians.

                           17.2.6.2   Notify each other when there is any change
                                      affecting the service requested, including
                                      the due date.

                           17.2.6.3   Coordinate and schedule testing activities
                                      of their own personnel, and others as
                                      applicable, to ensure its Interconnection
                                      trunks/trunk groups are installed per the
                                      Interconnection order, meet agreed-upon
                                      acceptance test requirements, and are
                                      placed in service by the due date.

                           17.2.6.4   Perform sectionalization to determine if a
                                      trouble is located in its facility or its
                                      portion of the Interconnection trunks
                                      prior to referring the trouble to each
                                      other.

                           17.2.6.5   Advise each other's control office if
                                      there is an equipment failure which may
                                      affect the interconnection trunks.

                           17.2.6.6   Provide each other with a trouble
                                      reporting/repair contact number that is
                                      readily accessible and available
                                      twenty-four (24) hours per day, seven (7)
                                      days per week. Any changes to this contact
                                      arrangement must be immediately provided
                                      to the other Party.

                           17.2.6.7   Provide to each other test-line numbers
                                      and access to test lines.

                           17.2.6.8   Cooperatively plan and implement
                                      coordinated repair procedures for the meet
                                      point and Local Interconnection trunks and
                                      facilities to ensure trouble reports are
                                      resolved in a timely and appropriate
                                      manner.

         17.3     Types of Traffic

                                    Page 11
<PAGE>

                                                                    Attachment 4

                  17.3.1   The types of traffic to be exchanged or provided
                           under this Agreement include, but are not limited, to
                           the following:

                           17.3.1.1   EAS/Local Traffic,

                           17.3.1.2   Transit Traffic,

                           17.3.1.3   Switched Access Traffic,

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

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

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

         17.4     Transport and Termination of Exchanged Traffic

                  17.4.1   Termination of Local Traffic

                           Local Traffic will be terminated pursuant to the
                           Reciprocal Compensation described in Attachment 1.

                  17.4.2   EAS/Local Traffic

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

                             17.4.2.1   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
                                        at the "initial" point of
                                        Interconnection.

                             17.4.2.2   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 (which is
                                        included in the tandem call termination
                                        rate) or direct trunk transport.

                             17.4.2.3   To the extent that AT&T has established
                                        a Collocation arrangement at a USWC end
                                        office location, and has available
                                        capacity, the Parties agree that AT&T
                                        shall provide two-way direct trunk
                                        facilities,

                                    Page 12
<PAGE>

                                                                    Attachment 4

                                        when required, from that end office to
                                        the AT&T switch. In all other cases, the
                                        direct facility may be provisioned by
                                        USWC or AT&T or a third party. If both
                                        AT&T 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.

                  17.4.3   Transit Traffic

                           17.4.3.1   U S WEST will accept traffic originated by
                                      AT&T and will terminate it at a point of
                                      interconnection with another CLEC,
                                      Exchange Carrier, IXC or Wireless Carrier.
                                      U S WEST will provide this transit service
                                      through Tandem Office Switches. AT&T may
                                      also provide U S WEST with transit
                                      service.

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

                           17.4.3.3   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).

                  17.4.4   Toll Traffic

                           Toll traffic routed to an access tandem, or directly
                           routed to an end office, will be terminated as
                           Switched Access Service.

         17.5     Interface Code Availability And Optional Features

                  17.5.1   Interface Code Availability

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

                  17.5.2   Optional Features

                             17.5.2.1 Inband MF or SS7 Out of Band Signaling

                             Inband MF signaling and SS7 Out of Band Signaling
                             are available for local trunks. MF signaling or SS7
                             Out-of-Band Signaling must be requested on the
                             order for the new local trunks. Provisioning of the
                             local trunks equipped with MF signaling or SS7 Out
                             of Band is the same as that used for Feature Group
                             D Switched Access. Common Channel Signaling
                             Service, as described in this Agreement, must be
                             ordered by AT&T when SS7 out-of-band signaling is
                             requested on local trunks.

                             17.5.2.2 Clear Channel Capability

                                    Page 13
<PAGE>

                                                                    Attachment 4

                             Clear channel capability permits 24 DS-0-64 kbit/s
                             services or 1.536 Mbit/s of information on the
                             1.544 Mbit/s line rate. Clear channel capability is
                             available for local trunks equipped with SS7
                             Out-of-Band Signaling. Clear channel capability is
                             only available on trunks to U S WEST's access
                             tandem switch or U S WEST's end office switches
                             (where available). Clear channel capability must be
                             requested on the order for the new local trunks.
                             The provisioning of the local trunks equipped with
                             clear channel capability is the same as that used
                             for Feature Group D Switched Access Service. U S
                             WEST will provide AT&T with a listing of U S WEST
                             end offices, local tandems and access tandems
                             equipped with clear channel capability. (Clear
                             channel capability is not available on trunks to U
                             S WEST's local tandem switches or end offices where
                             it is currently not deployed. AT&T 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).

         17.6     Measuring Local Interconnection Minutes

                  17.6.1     Measurement of terminating Local Interconnection
                             minutes, as calculated per Attachment 5, begins
                             when the terminating local 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
                             local trunks ends when the terminating local entry
                             switch receives disconnect supervision from either
                             the called end user's end office, indicating the
                             called end user has disconnected, or AT&T's Point
                             of Interconnection, whichever is recognized first
                             by the entry switch.

                  17.6.2     U S WEST and AT&T are required to provide each
                             other the proper call information (e.g., originated
                             call party number and destination call party
                             number, etc.) to enable each Party to issue bills
                             in a complete and timely fashion.

         17.7     Testing

                  17.7.1            Acceptance Testing

At the time of installation of a local trunk group, and at no additional charge,
the Parties will cooperatively test the same parameters tested for terminating
Feature Group D Switched Access Service.

                  17.7.2     Testing Capabilities

                             17.7.2.1     Terminating Local Interconnection
                                          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).

                             17.7.2.2     In addition to Local Interconnection
                                          acceptance testing, other tests are
                                          available (e.g., additional
                                          cooperative acceptance testing,
                                          automatic scheduled testing,
                                          cooperative scheduled testing,

                                    Page 14
<PAGE>

                                                                    Attachment 4

                                   manual scheduled testing, and non-scheduled
                                   testing) at the applicable tariff rates.

         17.8     Mileage Measurement

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

                                    Page 15
<PAGE>

                               TABLE OF CONTENTS

                                 ATTACHMENT 5

                         BUSINESS PROCESS REQUIREMENTS

<TABLE>
<S>                                                                          <C>
1.  General Business Requirements...........................................   1

1.1 Procedures..............................................................   1

1.2 Service Offerings.......................................................   2

2.  Pre-Ordering............................................................   3

2.1 General Business Requirements...........................................   3

2.2 Service Order Process Requirements......................................   6

2.3 Systems Interfaces and Information Exchanges............................   7

2.4 Pre-ordering Functions..................................................   8

3.  Ordering and Provisioning...............................................   8

3.1 General Business Requirements...........................................   8

3.2 Service Order Process Requirements......................................  10

3.3 Systems Interfaces and Information Exchanges............................  18

3.4 Standards...............................................................  19

4.  Connectivity Billing and Recording......................................  20

4.1 Procedures..............................................................  20

4.2 Information Exchange and Interfaces.....................................  26

4.3 Standards...............................................................  29

5.  Provision Of Customer Usage Data........................................  30

5.1 Procedures..............................................................  30

5.2 Information Exchange and Interfaces.....................................  36

5.3 Standards...............................................................  40
</TABLE>

<PAGE>

                                                                    Attachment 5
<TABLE>
<S>                                                                          <C>
5.4 Standards for Transmitting and Recording Usage Data....................   41

5.5 Reporting..............................................................   41

6.  Maintenance............................................................   41

6.1 Interim Maintenance and Repair Processes...............................   50

6.2 General Requirements...................................................   41

6.3 Systems Interfaces and Information Exchanges...........................   46

6.4 Standards..............................................................   48

6.5 Performance Measurements and Reporting.................................   48

7.  Miscellaneous Services and Functions...................................   48

7.1 [Intentionally left blank for numbering consistency]...................   48

7.2 [Intentionally left blank for numbering consistency]...................   48

7.3 Performance Measurements and Reporting.................................   48
</TABLE>
<PAGE>

                                                                    Attachment 5

1.       General Business Requirements

1.1           Procedures

1.1.1                 U S WEST Contact with Subscribers

                      1.1.1.1 AT&T at all times shall be the primary contact and
                      account control for all interactions with its subscribers,
                      except as specified by AT&T. AT&T subscribers include
                      active Customers as well as those for whom service orders
                      are pending.

                      1.1.1.2 U S WEST shall ensure that any U S WEST personnel
                      who may receive customer inquiries, or otherwise have
                      opportunity for subscriber contact: (a) provide
                      appropriate referrals and telephone numbers to subscribers
                      who inquire about AT&T services or products; (b) do not in
                      any way disparage AT&T or its products or services during
                      such inquiry or subscriber contact; and (c) do not provide
                      information about U S WEST products or services during
                      that same inquiry or subscriber contact.

                      1.1.1.3 AT&T shall ensure that any AT&T personnel who may
                      receive customer inquiries, or otherwise have opportunity
                      for subscriber contact: (a) provide appropriate referrals
                      and telephone numbers to subscribers who inquire about U S
                      WEST services or products; (b) do not in any way disparage
                      U S WEST or its products or services during such inquiry
                      or subscriber contact; and (c) do not provide information
                      about AT&T products or services during that same inquiry
                      or subscriber contact.

                      1.1.1.4 U S WEST shall not use AT&T's request for
                      subscriber information, order submission or any other
                      aspect of AT&T's processes or services to aid U S WEST's
                      marketing or sales efforts./1/

1.1.2                 Expedite, Escalation and Disaster Procedures

                      1.1.2.1 No later than sixty (60) days after a request by
                      AT&T, U S WEST and AT&T shall develop mutually acceptable
                      escalation and expedite procedures which may be invoked at
                      any point in the Service Ordering, Provisioning,
                      Maintenance and Subscriber Usage Data transfer processes
                      to facilitate rapid and timely resolution of disputes.
                      Within the said sixty (60) day period, U S WEST and AT&T
                      will establish intercompany contact lists for purposes of
                      handling subscriber and other matters which require
                      attention/resolution outside of normal business
                      procedures. To the extent possible, U S WEST shall notify
                      AT&T of any changes to its escalation contact list at
                      least one (1) week before such changes are effective.

                      1.1.2.2  No later than sixty (60) days after a request by
                               AT&T, U S WEST and AT&T shall jointly establish
                               contingency and disaster recovery plans for those
                               cases in which normal service ordering,
                               provisioning, maintenance, billing and other
                               procedures for U S WEST's unbundled Network
                               Elements, features, functions and Resale Services
                               are inoperable.

1.1.3                 Operational and Technological Changes

_____________________
/1/ MCIm Order at p. 11, Issue 6, second paragraph and third paragraph
<PAGE>

                                                                    Attachment 5

                      1.1.3.1  U S WEST shall notify AT&T of any material
                               operational or technological (e.g., network,
                               systems interfaces) changes related to any
                               services, Interconnection methods, or Network
                               Elements purchased by AT&T. At the time U S WEST
                               decides to make such a change, U S WEST will
                               notify AT&T in sufficient time to allow AT&T to
                               make necessary adjustments to accommodate the
                               change, but in no case with less than thirty (30)
                               days' notice, unless otherwise agreed to by the
                               Parties. Objections to the proposed change must
                               be given in writing to U S WEST in a reasonable
                               time. For the purposes of this Section, material
                               changes shall be defined as those changes which
                               will likely impact current interactions between
                               AT&T (or its customers) and U S WEST.

                      1.1.3.2  U S WEST agrees to notify AT&T whenever an AT&T
                               subscriber who is provided local service through
                               Services for Resale, INP/NP, or unbundled Network
                               Elements changes AT&T PIC status.

1.1.4                 Customer of Record

                      1.1.4.1  Providing AT&T has obtained proper customer
                               authorization, U S WEST shall recognize AT&T as
                               the Customer of Record for all Network Elements
                               or Services for Resale ordered by AT&T and shall
                               send all notices, invoices, and information which
                               pertain to such ordered services directly to
                               AT&T. AT&T will provide U S WEST with addresses
                               to which U S WEST shall send all such notices,
                               invoices, and information.

1.1.5                 Work Center Interface Procedures

                      1.1.5.1  U S WEST and AT&T shall, within ninety (90) after
                               a request by AT&T, develop and implement work
                               center interface procedures for each function/
                               business process necessary for fulfilling the
                               terms of this Agreement.

1.2           Service Offerings

1.2.1                 Changes in Retail Service Offerings

                      1.2.1.1  Pursuant to Section 23.2 of Part A of this
                               Agreement, U S WEST shall provide summaries to
                               AT&T describing the proposed change(s) of
                               services which are available for resale pursuant
                               to this Agreement.

                      1.2.1.2  [Intentionally left blank for numbering
                               consistency]

                      1.2.1.3  U S WEST shall provide AT&T with access to new
                               services, features, and functions concurrent with
                               U S WEST's notice to AT&T of such changes, so
                               that AT&T may evaluate these services.

1.2.2                 Essential Services

                      1.2.2.1 U S WEST shall designate trunks or lines as an
                      Essential Service Line ("ESL") or Telecommunications
                      Service Priority ("TSP"), whichever is applicable, upon
                      AT&T's request, based on industry standards.

1.2.3                 Blocking Services
<PAGE>

                                                                    Attachment 5

                      1.2.3.1 Upon request from AT&T, U S WEST shall provide
                      blocking in accordance with U S WEST standard intervals
                      for 700, 900, and 976 services, or other services of
                      similar type as may now exist or may be developed in the
                      future according to industry standards, and shall provide
                      Billed Number Screening ("BNS"), including required LIDB
                      updates, or equivalent service for blocking completion of
                      bill-to-third party and collect calls, on a line, trunk,
                      or individual service basis.

1.2.4                 Training Support

                      1.2.4.1 U S WEST will train its employees who may
                      communicate with AT&T subscribers to treat AT&T in a
                      nondiscriminatory manner. U S WEST will solicit and may
                      take into account input from AT&T in the development of
                      such training and will permit AT&T to review, but not
                      approve, such training. Such training will comply with the
                      branding requirements of this Agreement.

                      1.2.4.2 U S WEST or its agent shall train AT&T employees
                      on U S WEST's systems and processes necessary to assure
                      the accuracy of required information exchange between
                      AT&T. Information/materials provided to AT&T should
                      include, at a minimum, operational and procedural
                      information, and U S WEST-specific system access/interface
                      instruction for performing similar functions.

1.2.5                 Carrier Identification Codes

              U S WEST shall provide to AT&T the active Carrier Identification
              Codes (CIC) for both Dial 1 and toll free (e.g., 800, 888)
              services for each of its access tandems pursuant to industry
              guidelines.

2.       Pre-Ordering

2.1           General Business Requirements

2.1.1                 Street Address Guide (SAG)

                      Within sixty (60) days after a request by AT&T, U S WEST
                      shall provide to AT&T the SAG data, or its equivalent, in
                      a mutually agreed to format. All changes to the SAG shall
                      be provided to AT&T on a weekly basis./2/

2.1.2                 CLASS and Custom Features

                      2.1.2.1 AT&T may order the entire set of CLASS and Custom
                      features and functions, or a subset of any one or any
                      combination of such features. In addition, U S WEST shall
                      provide AT&T with a list of features and functions
                      available on an end office by end office basis.

2.1.3                 Customer Payment History

                      2.1.3.1 AT&T and U S WEST agree to make available to a
                      mutually agreed upon third-party credit reporting agency,
                      on a timely basis, such of the following Customer
__________________________
/2/ MCI Order at p. 6, Issue 24
<PAGE>

                                                                    Attachment 5

                      payment history information available for each person or
                      entity that applies for local service or intraLATA toll
                      Telecommunications Service(s) from either Party.

                             2.1.3.1.1   Applicant's name;
                             2.1.3.1.2   Applicant's address;
                             2.1.3.1.3   Applicant's previous phone number, if
                                         any;
                             2.1.3.1.4   Amount, if any, of unpaid balance in
                                         applicant's name;
                             2.1.3.1.5   Whether applicant is delinquent on
                                         payments;
                             2.1.3.1.6   Length of service with prior local
                                         or intraLATA toll provider;
                             2.1.3.1.7   Whether applicant had local or
                                         intraLATA toll service terminated or
                                         suspended within the last six (6)
                                         months with an explanation of the
                                         reason therefor; and,
                             2.1.3.1.8   Whether applicant was required by prior
                                         local or intraLATA toll provider to pay
                                         a deposit or provide another form of
                                         security including the amount of each.

                      2.1.3.2 Such information shall be provided on the
                      condition that the credit reporting agency only make such
                      information available to the carrier to which the person
                      or entity in question has applied for Telecommunication
                      Service(s).

2.1.4                 Number Administration/Number Reservations

                      2.1.4.1 Until Number Administration functions are assumed
                      by a neutral third party in accordance with FCC rules and
                      regulations, U S WEST shall assign NXXs to AT&T on a non-
                      discriminatory and equivalent basis following NANP
                      guidelines. In addition, U S WEST shall provide testing
                      and loading of AT&T's NXX on the same basis as U S WEST
                      provides itself or its Affiliates. Further, in U S WEST's
                      role as number administrator, it shall provide AT&T with
                      access to abbreviated dialing codes, access arrangements
                      for 555 line numbers, and the ability to obtain telephone
                      numbers, including vanity numbers, while a customer is on
                      the phone with AT&T. U S WEST shall provide the same range
                      of number choices to AT&T, including choice of exchange
                      number, as U S WEST provides its own customers.
                      Reservation and aging of numbers shall remain U S WEST's
                      responsibility.

                      2.1.4.2 AT&T may reserve blocks of U S WEST telephone
                      numbers in accordance with U S WEST's tariffs, or in the
                      same manner U S WEST reserves telephone numbers for its
                      own use.

                      2.1.4.3 Where AT&T has obtained its own NXX, but has
                      purchased U S WEST Services for Resale or Network
                      Elements, U S WEST agrees to recognize the AT&T NXX in U S
                      WEST's switch according to the local calling area defined
                      by AT&T and approved by the Commission.

                      2.1.4.4 For resale and the unbundled switching element, U
                      S WEST shall accept AT&T orders for vanity numbers and
                      blocks of numbers for use with complex services including,
                      but not limited to, DID, CENTREX, and hunting
                      arrangements, as requested by AT&T on a non-
                      discriminatory, equivalent basis following NANP
                      guidelines.

                      2.1.4.5 For simple services, U S WEST shall provide real-
                      time electronic interfaces to AT&T to obtain telephone
                      number confirmation while the customer is on the line.
                      When real time electronic interfaces are not available for
                      simple services number reservations, U S WEST shall
                      provide alternative means for confirmation of
<PAGE>

                                                                    Attachment 5

                      the number reservation while the customer is on the line.
                      For number reservations associated with complex services,
                      U S WEST shall provide confirmation of the number
                      reservation within forty-eight (48) hours of AT&T's
                      request or within such time as U S WEST may provide to
                      itself or Affiliates, whichever is less.

                      2.1.4.6  Number Resources Arrangements

                               2.1.4.6.1 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).

                               2.1.4.6.2 To the extent U S WEST serves as
                               Central Office Code Administrator for a given
                               region, U S WEST will support all AT&T requests
                               related to central office code (NXX)
                               administration and assignments in the manner
                               required and consistent with the Central Office
                               Code Assignment Guidelines.

                               2.1.4.6.3 [Intentionally left blank for numbering
                               consistency]

                               2.1.4.6.4 The Parties will comply with (NXX)
                               administration requirements as prescribed by the
                               FCC, the Commission, and accepted industry
                               guidelines.

                               2.1.4.6.5 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. U S WEST will supplement
                               information in the LERG with such additional
                               information as AT&T may reasonably require./3/

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

                               2.1.4.6.7 Until an impartial entity is appointed
                               to administer telecommunications numbering, U S
                               WEST will assign NXX codes to AT&T in accordance
                               with national guidelines at no charge and on a
                               nondiscriminatory basis.

                               2.1.4.6.8 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.

_____________________
/3/ MCIm Order at p. 12, Issue 42(c)
<PAGE>

                                                                    Attachment 5

                      2.1.4.7 U S WEST shall provide provisioning support
                      outside of scheduled work hours on a nondiscriminatory
                      exception basis as requested by AT&T. Such support may be
                      subject to a minimum labor charge.

                      2.1.4.8 Service Assurance Warranties and Incentives: U S
                      WEST shall provide to AT&T service assurance warranties
                      and incentives as U S WEST provides such service
                      warranties and incentives to its own end users or any
                      other Person, except as otherwise provided by the
                      Commission.

                      2.1.4.9 Availability of Network Capacity: Consistent with
                      AT&T's forecasts, U S WEST shall deploy and keep deployed
                      network facilities for AT&T services in a non-
                      discriminatory manner and in the same manner as U S WEST
                      makes such facilities available to itself for its
                      services.

                      2.1.4.10 Workcenter Interface Methods and Procedures: U S
                      WEST and AT&T shall finalize interface methods and
                      procedures between their respective work centers detailing
                      systems and processes for ordering and provisioning. Such
                      methods and procedures shall be completed within one
                      hundred twenty (120) days after a written request by
                      either Party. The lack of workcenter interface methods and
                      procedures shall not inhibit the provision of services
                      under this Agreement.

2.2           Service Order Process Requirements

              2.2.1   [Intentionally left blank for numbering consistency]

              2.2.2   Specific Unbundling Requirements

                      2.2.2.1 When ordering a Combination, AT&T shall have the
                      option of ordering all features, functions and
                      capabilities of each Network Element.

                      2.2.2.2 When AT&T orders Network Elements, U S WEST shall
                      provision all features, functions, and capabilities
                      appropriate to the Network Elements which may include, but
                      are not limited to:

                               2.2.2.2.1 the basic switching function of
                               connecting lines to lines, lines to trunks,
                               trunks to lines, and trunks to trunks, as well as
                               the same basic capabilities made available to U S
                               WEST's Customers, such as telephone number, white
                               page listing, and dial tone; and

                               2.2.2.2.2 all other features the switch has
                               activated, including, but not limited to, custom
                               calling, custom local area signaling service
                               features and Centrex, as well as any technically
                               feasible customized routing functions provided by
                               the switch.

2.3           Systems Interfaces and Information Exchanges

2.3.1                 General Requirements

              2.3.1.1 U S WEST need not provide AT&T information regarding
                      available Points of Interconnection, tandem, end office
                      and remote switch locations together with
<PAGE>

                                                                    Attachment 5

                      available features which are accessible in the National
                      Exchange Carrier Association Tariff FCC No. 4 or from
                      commercially available compilations of such
                      information./4/

              2.3.2      Pre-Ordering and Provisioning for Resale Services and
Unbundled Network Elements

                      2.3.2.1 U S WEST shall provide to AT&T a list of all
                      intraLATA and interLATA carriers available for Customer
                      selection on a central office level.

                      2.3.2.2  [Intentionally left blank for numbering
                      consistency]

                      2.3.2.3 U S WEST shall provide AT&T with access to
                      Customer Profile Information ("CPI") without requiring
                      AT&T to produce a signed Letter of Authorization ("LOA")
                      subject to proof of authorization requirements described
                      elsewhere in this Agreement, based on AT&T's blanket
                      representation that the Customer has authorized AT&T to
                      obtain such CPI.

                               2.3.2.3.1 CPI shall be in a mutually agreed to
                               format at the line and/or trunk level. U S WEST
                               shall provide to AT&T a real-time, electronic
                               interface to U S WEST Customer information
                               systems which will allow AT&T to obtain the
                               Customer profile, which may include, but not be
                               limited to, Customer name, service addresses,
                               billed telephone number(s), and identification of
                               features and services provided by U S WEST on the
                               Customer accounts, and to obtain information on
                               all features and services available in the end
                               office where Customer's services are currently
                               provisioned. The preceding information may not
                               include services deemed not to be
                               Telecommunications Services by the Commission.

                               2.3.2.3.1.1 Until access is available via a
                               real-time, electronic interface for CPI, U S WEST
                               agrees that AT&T can obtain CPI in an interim
                               mutually agreed to manner and in accordance with
                               Section 3.2 of this Attachment to facilitate the
                               service order process.

                      2.3.2.5 U S WEST shall provide to AT&T, upon request, a
                      list of all current features, and functions technically
                      available from each switch, by switch CLLI. Planned
                      services shall be provided to AT&T at least thirty (30)
                      days prior to their availability.

                      2.3.2.6  [Intentionally left blank for numbering
                      consistency]

                      2.3.2.7 Pending or Held Orders: U S WEST shall provide,
                      when available, the AT&T information regarding a
                      subscriber's previous pending or held orders. If the
                      subscriber has a pending or held order, the status of the
                      order shall not be negatively impacted as a result of the
                      subscriber changing local service providers (i.e., due
                      date for pending service changed to later date).

                      2.3.2.8 Special Construction: When U S WEST determines
                      that special construction is required, U S WEST shall
                      notify AT&T on a timely basis of special construction
                      requirements and charges, and obtain AT&T authorization
                      before beginning such construction.

______________________
/4/ MCIm Order at p. 12, Issue 42(b) and (d)
<PAGE>

                                                                    Attachment 5

2.3.3                 Pre-Ordering and Provisioning for Unbundling

                      2.3.3.1 U S WEST shall provide to AT&T, upon reasonable
                      request, sufficient engineering design and layout
                      information for Network Elements for specific
                      applications.

                      2.3.3.2 U S WEST shall provide to AT&T, upon request,
                      advance information of the details and requirements for
                      planning and implementing NPA splits in accordance with
                      NANP Guidelines.

                      2.3.3.3 U S WEST shall make engineering support available
                      to AT&T as is normal and customary in the provision of
                      Telecommunications Services, Network Elements,
                      Combinations or Ancillary Functions as described in this
                      Agreement. AT&T may request additional engineering
                      support.

3.       Ordering and Provisioning/5/

3.1           General Business Requirements

3.1.1                 Ordering and Provisioning Parity

                      U S WEST shall provide AT&T with the same level of
                      ordering and provisioning support as U S WEST provides
                      itself in accordance with standards and performance
                      measurements that U S WEST uses and/or which are required
                      by law, regulatory agency, or by U S WEST's own internal
                      procedures, whichever are the most rigorous. These
                      standards shall apply to the quality of the technology,
                      equipment, facilities, processes, and techniques
                      (including, but not limited to, such new architecture,
                      equipment, facilities, and interfaces as U S WEST may
                      deploy) that U S WEST provides to AT&T under this
                      Agreement.

3.1.2                 Interconnection Service Center (ISC)/Single Point of
                      Contact (SPOC)

                      3.1.2.1 U S WEST shall provide a Systems Interface Help
                      Desk or equivalent which shall serve for all activities
                      involved in the electronic interface for ordering and
                      provisioning of U S WEST's unbundled Network Elements,
                      features, functions, and Resale Services. The Systems
                      Interface Help Desk or equivalent shall be available
                      twenty-four (24) hours a day, seven (7) days a week.

                      3.1.2.2 U S WEST shall provide a Single Point of Contact
                      ("SPOC") and shall provide to AT&T toll-free nationwide
                      telephone numbers (available during U S WEST's scheduled
                      work hours) answered by competent, knowledgeable
                      personnel, trained to answer questions and resolve
                      problems in connection with the ordering and provisioning
                      of unbundled Network Elements, features, functions,
                      capabilities, and Resale Services. U S WEST will provide
                      sufficient resources to provide equivalent, or as
                      otherwise agreed to by the Parties, service to AT&T.

________________________
/5/ MCIm Order at p. 5, Issue 24, at p.7, Issue 25 and AT&T Order at pp. 3-4,
"Electronic Interfaces" and pg. 5 second paragraph
<PAGE>

                                                                    Attachment 5

                      3.1.2.3 In addition to the electronic interfaces provided
                      for elsewhere in this Agreement, U S WEST shall provide,
                      as requested by AT&T through the SPOC, provisioning and
                      dispatch in the form of coordinated scheduling, status,
                      and dispatch capabilities equivalent to that which U S
                      WEST provides itself or as otherwise agreed to by the
                      Parties.

3.1.3                 Carrier Selection

                      3.1.3.1 For Services for Resale or unbundled Network
                      Elements, U S WEST shall provide to AT&T, no later than
                      January 1, 1997, the capability to order local service,
                      and intraLATA and interLATA toll services by entering AT&T
                      subscriber's choice of carrier on a single order. U S WEST
                      will offer other carrier selection choices as they become
                      available. U S WEST shall provide AT&T with the capability
                      to order separate interLATA and intraLATA carriers on a
                      line or trunk basis where 1+ presubscription is available.

                      3.1.3.2 Where intraLATA 1+ presubscription is not
                      available, or if the subscriber does not select an
                      intraLATA toll carrier, U S WEST agrees to provide
                      intraLATA toll services for resale to AT&T and to
                      recognize the end user as the customer of AT&T for
                      intraLATA toll. AT&T shall designate the default carrier
                      for all other toll calls if the subscriber does not select
                      a carrier. In all cases, U S WEST will route toll calls to
                      the appropriate carrier as designated by AT&T.

3.1.4                 Notification to Long Distance Carrier

                      3.1.4.1 U S WEST will not accept PIC change requests
                      through the CARE process for AT&T local service customers.
                      AT&T's long distance operations may obtain such CARE
                      transactions for AT&T long distance customers from the
                      customer's local service provider. U S WEST agrees to
                      notify IXCs using OBF approved CARE transactions, whenever
                      an IXC Customer who is provided local service through
                      Services for Resale, INP/NP, or unbundled Network Elements
                      changes PIC status.

                      3.1.4.2 U S WEST shall implement new Transaction Code
                      Status Indicators ("TCSIs") 2033, 2233, 3147, and 3148.
                      The new local service provider identification ("LSPID")
                      will be included on these transactions if the new local
                      service provider agrees U S WEST should provide the
                      information to a long distance provider as defined by the
                      OBF in support of Local Resale. U S WEST shall implement
                      TCSIs used in conjunction with the new local service
                      provider ("LSP") identification code for handling account
                      maintenance, customer service, and trouble administration
                      issues. These TCSIs include 4001/02/05, 4201-4205, 4301,
                      2033, 2233, 3147, 3148, 3149, and others as the OBF may
                      define.

                               3.1.4.2.1 In addition, U S WEST shall implement
                               TCSIs, when available, used in conjunction with
                               the new Ported Telephone Number field to link
                               "shadow" and ported telephone numbers in support
                               of Interim Number Portability. These TCSIs
                               include 2231, 3150, 3151, and others as the OBF
                               may define.

3.1.5 Ordering Interconnection
<PAGE>

                                                                    Attachment 5

               The Parties agree to utilize the OBF-ASR process for ordering
               interconnection trunks, which is the same process used to order
               Access Services. 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.

3.2    Service Order Process Requirements

3.2.1          OBF Compliance

               3.2.1.1   U S WEST and AT&T shall generally follow the OBF-
               developed ordering and provisioning process guidelines. These
               processes include, but are not limited to, pre-order service
               inquiry, pre-order service inquiry response, firm order,
               acknowledgment/rejection, firm order confirmation, delay
               notification, and completion notification. U S WEST agrees to
               work cooperatively to generally comply with future OBF developed
               guidelines.

3.2.2          Service Migrations and New Customer Additions

               3.2.2.1   For Resale Services, U S WEST shall not require a
               disconnect order from a Customer, another local service provider,
               or any other entity, to process an AT&T order to establish AT&T
               local service and/or migrate a Customer to AT&T Local Service.

               3.2.2.2   For Resale Services, U S WEST shall not disconnect any
               Customer service or existing features available under this
               Agreement at any time during the migration of that Customer to
               AT&T service without AT&T's prior agreement.

               3.2.2.3   For services provided through unbundled Network
               Elements, U S WEST shall recognize AT&T as an agent for the
               Customer in coordinating the disconnection of services provided
               by another CLEC or U S WEST.

               3.2.2.4   Unless otherwise directed by AT&T, when AT&T orders
               Resale Services or Network Elements, all trunk or telephone
               numbers currently associated with existing services shall be
               retained without loss of feature capability and without loss of
               associated ancillary services including, but not limited to,
               Directory Assistance and 911/E911 capability for those services
               or features which U S WEST controls and which are available under
               this Agreement.

               3.2.2.5   For Customer conversions requiring coordinated cut-over
               activities, U S WEST and AT&T will agree on a scheduled
               conversion time(s), which will be a designated two-hour time
               period within a designated date. Unless expedited, U S WEST and
               AT&T shall schedule the cut-over window at least forty-eight (48)
               hours in advance, and as part of the scheduling, U S WEST shall
               estimate for AT&T the duration of any service interruption that
               the cut-over might cause. The cut-over time will be defined as a
               thirty (30) minute window within which both the AT&T and U S WEST
               personnel will make telephone contact to complete the cut-over.

                         3.2.2.5.1  U S WEST will coordinate activities of all U
                         S WEST work groups involved with the conversion. This
                         coordination will include, but not be limited to, work
                         centers charged with manual cross-connects, electronic
                         cross-
<PAGE>

                                                                    Attachment 5

                              connect mapping, and switch translations
                              (including, but not limited to, implementation of
                              Interim Number Portability translations).

                              3.2.2.5.2  As soon as possible, but in no event
                              later than one (1) hour after completion, U S WEST
                              will notify AT&T when coordinated cut-over is
                              complete.

                              3.2.2.5.3  End user service interruption shall not
                              exceed twenty (20) minutes during any cut-over.
                              The average interruption caused by the cut-over of
                              AT&T Customers shall not exceed ten (10) minutes.
                              If any service interruption is to exceed twenty
                              (20) minutes, however, U S WEST will immediately
                              notify AT&T of such delay./6/

                              3.2.2.5.4  Within the appointed thirty (30)
                              minute cut-over time, the U S WEST personnel will
                              call the AT&T personnel designated to perform
                              cross-connection work and when the U S WEST
                              personnel is reached in that interval such work
                              will be promptly performed. If the AT&T personnel
                              is not ready within the appointed interval, and if
                              AT&T had not called to reschedule the work at
                              least two (2) hours prior to the start of the
                              interval, U S WEST and AT&T will reschedule the
                              work order and AT&T will pay the non-recurring
                              installation charge for the unbundled loops
                              scheduled for the missed appointment. In addition,
                              non-recurring installation charges for the
                              rescheduled appointment will apply. If the U S
                              WEST personnel is not available or not ready at
                              any time during the thirty (30) minute interval,
                              AT&T and U S WEST will reschedule and U S WEST
                              will waive the non-recurring charge for the
                              unbundled loops scheduled for that interval. If
                              unusual or unexpected circumstances prolong or
                              extend the time required to accomplish the
                              coordinated cut-over, the Party responsible for
                              such circumstances is responsible for the
                              reasonable labor charges of the other Party.
                              Delays caused by the customer are the
                              responsibility of AT&T. In addition, if AT&T has
                              ordered INP as a part of the unbundled loop
                              installation, U S WEST will coordinate
                              implementation of INP with the unbundled loop
                              installation.

                    3.2.2.6   Service Order: U S WEST shall provide AT&T the
                    capability to issue a service order for unbundled Network
                    Elements, Combinations, and Resale Services.

                    3.2.2.7   PLOC Changes: U S WEST shall provide AT&T the
                    capability to transfer a customer with no feature changes to
                    AT&T through a streamlined PLOC (Primary Local Carrier)
                    transfer process.

                    3.2.2.8   Status: U S WEST shall provide the AT&T status on
                    a service order when the status of the order changes.

                    3.2.2.9   Modifies: U S WEST shall provide AT&T the
                    capability to modify the service order any time after it has
                    been issued; however, U S WEST may require the issuance of a
                    supplemental or change order.

                    3.2.2.10  Cancel: U S WEST shall provide AT&T the capability
                    to cancel the service order any time after it has been
                    issued.


---------------------------
/6/ MCIm Order at p. 3, "Issue 13" and as subsequently agreed to by the Parties
<PAGE>

                                                                    Attachment 5

               3.2.2.11  Coordinated Service Orders: U S WEST shall provide AT&T
               the capability to relate coordinated services orders, and
               identify those service orders that require coordination with
               AT&T, or the subscriber, or the subscriber's vendor. When so
               identified, U S WEST will follow any specific instructions
               indicated on the service order so that the subscriber's service
               is not negatively affected by the service turn-up activity.

               3.2.2.12  Expedite Process: U S WEST and AT&T shall mutually
               develop expedite procedures to be followed when AT&T determines
               an expedite is required to meet subscriber service needs.

               3.2.2.13  Expedites: U S WEST shall provide AT&T the capability
               to expedite a service order. Within two (2) business hours after
               a request from AT&T for an expedited order, U S WEST shall notify
               AT&T of U S WEST's confirmation to complete, or not complete, the
               order within the expedited interval.

3.2.3   Intercept Treatment and Transfer of Service Announcements

               3.2.3.1   U S WEST shall provide unbranded intercept treatment
               and transfer of service announcements to AT&T Customers. U S WEST
               shall provide such treatment and transfer of service announcement
               for all service disconnects, suspensions, or transfers, in the
               same manner as that which U S WEST provides to its own end users.
               U S WEST's current standard time periods for providing such
               announcements is three (3) months for residential service and
               twelve (12) months for business service. AT&T may request
               extensions at parity with that which U S WEST provides to its
               end-users.

               3.2.3.2   Pursuant to this Agreement, AT&T shall provide
               unbranded intercept treatment and transfer of service
               announcements to U S WEST Customers. AT&T shall provide such
               treatment and transfer of service announcement for all service
               disconnects, suspensions, or transfers, at parity with that which
               AT&T provides to its own end users. AT&T standard time periods
               for providing such announcements is three (3) months for
               residential service and twelve (12) months for business service.
               U S WEST may request extensions at parity with that which AT&T
               provides to its end-users.

3.2.4   Due Date

               3.2.4.1   U S WEST and AT&T shall mutually agree on what services
               and circumstances are subject to the standard interval process to
               determine the due date or the requested/committed due date
               process.

               3.2.4.2   For those services and circumstances that U S WEST and
               AT&T agree shall be handled by the standard interval process, U S
               WEST shall supply AT&T with standard due date intervals on a
               nondiscriminatory basis to be used by AT&T personnel to determine
               service installation dates. Under those circumstances U S WEST
               shall complete the provisioning within the standard interval.

                         3.2.4.2.1  If AT&T requests a due date earlier than the
                         standard due date interval, then expedite charges may
                         apply.

               3.2.4.3   For those services and circumstances that U S WEST and
               AT&T agree shall be handled by the requested/committed due date
               process, AT&T may request a due
<PAGE>

                                                                    Attachment 5

                    date on each order. U S WEST will provide an offered due
                    date on a nondiscriminatory basis. If AT&T accepts the
                    offered due date then such date shall become the committed
                    due date. U S WEST will complete the order on the committed
                    due date unless otherwise authorized by AT&T.

                              3.2.4.3.1  If AT&T requires a due date earlier
                              than the U S WEST offered due date and U S WEST
                              agrees to meet the AT&T required due date, then
                              that required due date becomes the committed due
                              date and expedite charges may apply.

                    3.2.4.4   Subsequent to an initial order submission, AT&T
                    may request a new/revised due date that is earlier than the
                    committed due date. If U S WEST agrees to meet that
                    new/revised due date, then that new/revised due date becomes
                    the committed due date and expedite charges may apply.

                    3.2.4.5   Any special or preferred scheduling options
                    available, internally or externally, to U S WEST for
                    ordering and provisioning services shall also be available
                    to AT&T.

            3.2.5   Customer Premises Inspections and Installations

                    3.2.5.1   AT&T shall perform or contract for all needs
                    assessments, including equipment and installation
                    requirements, at the Customer premises.

                    3.2.5.2   U S WEST shall provide AT&T with the ability to
                    schedule dispatches for work under this Agreement.

                    3.2.5.3   U S WEST shall provide, at AT&T's request,
                    extended demarcation beyond the NID using intrabuilding
                    riser and lateral beyond the NID. This provision shall not
                    require U S WEST to provide inside wire.

            3.2.6   Firm Order Confirmation (FOC)

                    3.2.6.1   U S WEST shall provide to AT&T, via an electronic
                    interface, a Firm Order Confirmation ("FOC") for each AT&T
                    order. The FOC shall contain, on a per line and/or trunk
                    basis, an enumeration of AT&T ordered unbundled Network
                    Elements (and the specific U S WEST naming convention
                    applied to that Network Element or Combination), features,
                    functions, Resale Services, options, physical
                    interconnection, quantity, and U S WEST committed due date
                    for order completion.

                    3.2.6.2   For a revised FOC, U S WEST shall provide order
                    detail on a per line or per trunk level basis, as well as
                    the order detail from the prior FOC.

            3.2.7   Order Rejections

                    3.2.7.1   U S WEST shall reject and return to AT&T any order
                    that U S WEST cannot provision, due to technical reasons,
                    missing information, or jeopardy conditions in accordance
                    with performance measurements as defined herein. When an
                    order is rejected, U S WEST shall, in its rejection
                    notification, specifically describe all of the reasons for
                    which the order was rejected. U S WEST shall not reject any
                    orders on account of the requested due date.

                    3.2.7.2   On an exception basis, to the extent that errors
                    cannot be corrected pursuant to electronic interface
                    processes, U S WEST agrees to accept verbal order
<PAGE>

                                                                    Attachment 5

                    corrections from AT&T. U S WEST shall timely inform AT&T by
                    telephone of any minor issues which can be handled over the
                    phone. As required, AT&T will provide a supplemental order
                    reflecting changes to the original service order.

            3.2.8   Service Order Changes

                    3.2.8.1   If an installation or other AT&T-ordered work
                    request requires a change from the original AT&T service
                    order in any manner, U S WEST shall call AT&T in advance of
                    performing the installation or other work to obtain
                    authorization. U S WEST shall then provide AT&T an estimate
                    of additional labor hours and/or materials. After all
                    installation or other work is completed, U S WEST shall
                    notify AT&T of actual labor hours and/or materials used in
                    accordance with regular service order completion schedules.

                              3.2.8.1.1  If additional work is completed on a
                              service order, as approved by AT&T, the cost of
                              the additional work must be reported to AT&T in
                              accordance with regular service order completion
                              schedules.

                              3.2.8.1.2  If a service order is partially
                              completed, notification must identify the work
                              that was done and the work remaining to be
                              completed.

                    3.2.8.2   If an AT&T Customer requests a service change at
                    the time of installation or other work being performed by U
                    S WEST on behalf of AT&T, U S WEST, while at the Customer
                    premises, shall direct the AT&T Customer to contact AT&T so
                    as to avoid unnecessary delays in service activation should
                    the U S WEST representative leave Customer premises prior to
                    completing the installation.

            3.2.9   Jeopardy Situations

                    To the extent jeopardy information is available, U S WEST
                    shall provide to AT&T notification of any jeopardy
                    situations prior to the committed due date, missed
                    appointments and any other delay or problem in completing
                    work specified on AT&T service order as detailed on the FOC,
                    in accordance with the Performance Measurements as defined
                    herein.

            3.2.10  Cooperative Testing

                    3.2.10.1  Network Testing

                              3.2.10.1.1 To the extent that U S WEST provides
                              testing for services offered to its end users and
                              to the extent U S WEST provides testing for
                              itself, U S WEST shall perform all pre-service
                              testing prior to the completion of the AT&T order,
                              including testing on local service facilities and
                              switch translations, including, but not limited
                              to, verification of features, functions, and
                              services ordered by AT&T.

                              3.2.10.1.2 The Parties agree to cooperate in
                              testing that is required to complete service
                              orders.

                    3.2.10.2  Systems and Process Testing

                              3.2.10.2.1 Upon AT&T's request, U S WEST shall
                              cooperate with AT&T to ensure that all operational
                              interfaces and processes are in place and
<PAGE>

                                                                    Attachment 5

                         functioning properly and efficiently. Testing shall
                         simulate actual operational procedures and systems
                         interfaces to the greatest extent possible. AT&T may
                         request cooperative testing to ensure service
                         performance, reliability, and Customer service ability.

3.2.11         Service Suspensions/Restorations

               3.2.11.1  For services other than non-switched, upon AT&T's
               request through a Suspend/Restore Order, U S WEST shall suspend
               or restore the functionality of any Network Element, feature,
               function, or Resale Service. U S WEST shall provide restoration
               priority on a per Network Element or Combination basis in a
               manner that conforms with AT&T requested priorities and any
               applicable regulatory rules and regulations or government
               requirements.

3.2.12         Disconnects

               3.2.12.1  U S WEST shall provide to AT&T daily information, in a
               mutually agreed upon format, notifying AT&T of any services
               disconnected from AT&T. This report will itemize a change in
               local service provider or outward line movement on service order
               activity.

3.2.13         Order Completion Notification

               3.2.13.1  Upon completion of a service order by U S WEST in its
               system(s), U S WEST shall submit to AT&T an order completion
               which details the work performed (including a list of features
               and functions installed), the date completed, charges associated
               with the order, and verification of accurate service completion.
               Notification shall be provided in accordance with mutually agreed
               upon intervals.

       3.2.14  [Intentionally left blank for numbering consistency.]

3.2.15 Specific Unbundling Requirements

               3.2.15.1  AT&T may order and U S WEST shall provision unbundled
               Network Elements either individually or in any combination on a
               single order. Network Elements ordered as combined shall be
               provisioned as combined./7/

               3.2.15.2  Prior to providing service in a specific geographic
               area or when AT&T requires a change of network configuration,
               AT&T may elect to place an order with U S WEST requiring U S WEST
               to prepare Network Elements and switch translations in advance of
               orders for additional Network Elements from AT&T.

               3.2.15.3  When AT&T orders combinations of currently connected
               Network Elements, U S WEST shall ensure that such Network
               Elements remain connected and functional without any
               disconnection or disruption.

               3.2.15.4  Order combinations of contiguous Network Elements shall
               be available to be ordered (a) on a case-by-case basis for those
               Network Elements that are Customer-specific; or (b) on a common-
               use (non-end user specific) basis for those Network Elements that
               are shared by multiple Customers.

___________________________
/7/ AT&T Order at p. 2, "Combination of Network Elements," and MCIm Order at p.
    3, Issue 14
<PAGE>

                                                                    Attachment 5

               3.2.15.5  Individual Network Elements shall be identified and
               ordered by AT&T so that they can be provisioned together.

               3.2.15.6  U S WEST shall provide technical assistance to AT&T
               with respect to unbundled Network Elements pursuant to Section
               2.3.3.3 of this Attachment.

               3.2.15.7  Each order for Network Elements will contain
               administration, bill, contact, and Customer information, as
               defined by the OBF.

               3.2.15.8  When ordering unbundled switch ports, AT&T is requested
               to specify the desired signaling (e.g., loop start, ground start
               or loop reverse battery options).

                         3.2.15.8.1 To the extent AT&T requires an unbundled
                         loop to provide ISDN, HDSL, ADSL, DS1 service or other
                         channel performance options, such requirements will be
                         identified on the order for unbundled loop service.

                         3.2.15.8.2 The actual loop facilities provided may
                         utilize various technologies or combinations of
                         technologies. Basic unbundled loops provide an analog
                         facility to AT&T.

       3.2.16  Interim Interfaces

               3.2.16.1  U S WEST will offer interim interfaces via Interconnect
               Mediated Access as documented in Document Number T-12-99-116472-
               00-02, current as of the Effective Date of this Agreement, or as
               mutually agreed to by the Parties.

               3.2.16.2  Until the electronic interface described in Section
               3.2.16.1 is available for the required services, U S WEST agrees
               that the Interconnect Service Center (ISC) or similar function
               will accept AT&T orders. Orders will be transmitted to the ISC
               via mutually agreed procedures.

               3.2.16.3  Until industry standards are completed and implemented
               pursuant to Section 3.3.2 of this Attachment, U S WEST and AT&T
               agree to use interim interfaces as described in Section 3.2.16.1
               above.

3.2.17         Ordering and Maintenance

               3.2.17.1  For the purpose of ordering unbundled Network Elements
               or Combinations, AT&T shall provide a blanket letter of
               authorization to U S WEST indicating that it shall be duly
               authorized by its customer to process such service orders.

               3.2.17.2  If there is a conflict between an end user (and/or its
               respective agent) and AT&T regarding the disconnection or
               provision of unbundled Network Elements or Combinations, U S WEST
               will honor the latest dated proof of authorization designating an
               agent by the end user or its respective agent. Compensation for
               unauthorized disconnections or transfers shall be in accordance
               with (S) 258 of the Act or by Commission rule.

               3.2.17.3  AT&T has primary responsibility for its own end user
               base and will have the responsibility for resolution of any
               service trouble report(s) from its customers. U S WEST will work
               cooperatively with AT&T to resolve trouble reports when the
<PAGE>

                                                                    Attachment 5

               trouble condition has been isolated and found to be within a
               portion of U S WEST's network. Where available, AT&T must provide
               to U S WEST switch-based test results when testing its customer's
               trouble prior to U S WEST performing any repair functions. The
               Parties will cooperate in developing mutually acceptable test
               reports.

               3.2.17.4  In the event of a transfer of the end user's service
               for unbundled Network Elements from one provider to AT&T, AT&T
               shall issue a request for transfer of service to U S WEST and the
               provider from whom the service is being transferred. In the event
               of a transfer of the end user's service for unbundled Network
               Elements from AT&T to another provider, AT&T shall submit to U S
               WEST a disconnect order for such unbundled Network Elements or
               Combinations to facilitate the cessation of billing by U S WEST.
               The Parties agree to develop procedures to handle the transfer of
               an end user service from one provider to another.

               3.2.17.5  [Intentionally left blank for numbering consistency.]

               3.2.17.6  When ordering Unbundled Loops, AT&T is responsible for
               obtaining or providing facilities and equipment that are
               compatible with the loop.

               3.2.17.7  To the extent a U S WEST provided unbundled loop is
               provisioned without U S WEST provided unbundled switching, AT&T
               will have responsibility for testing the unbundled loop. If, at
               AT&T's request, U S WEST must dispatch to perform tests on an
               unbundled loop, and the fault is not in U S WEST facilities, a
               charge may apply.

               3.2.17.8  To the extent a U S WEST provided unbundled loop is
               provisioned without unbundled U S WEST provided unbundled
               switching, AT&T will be responsible for providing the AT&T switch
               interface, if applicable, on the U S WEST MDF interface to
               facilitate plant test.

3.3    Systems Interfaces and Information Exchanges

               3.3.1.1   Operational Systems Interfaces - Interface
                         Implementation Timetable

                         3.3.1.1.1  U S WEST's initial operational systems
                         interfaces deployment on January 1, 1997, will support
                         Pre-ordering, Ordering, Provisioning and Repair
                         capabilities for POTS (non-design) services and billing
                         capabilities for most U S WEST product offerings.
                         Subsequent phases of the plan incorporate the
                         capabilities to support designed services for Pre-
                         ordering, Ordering, Provisioning, and Maintenance and
                         Repair. Time frames for delivery of the operational
                         support systems for designed services are estimated to
                         be in the 2nd and 3rd quarters of 1997.

                         3.3.1.1.2  U S WEST will develop long term mediated
                         access.

3.3.2          Permanent Access to Systems Interfaces

               3.3.2.1   U S WEST shall provide to AT&T a real-time, electronic
               interface(s) for transferring and receiving information and
               executing Service Pre-Ordering, Ordering, Provisioning,
               Maintenance and Repair transactions for unbundled Network
               Elements and Resale Services, and any other database access
               required by FCC rules and regulations. In addition U S WEST shall
               also provide the electronic interfaces specified in this
               Agreement which support business processes or database access.
               The interface(s) shall be capable of supporting all of the steps
               in the OBF developed
<PAGE>

                                                                    Attachment 5

               ordering and provisioning process. These steps include pre-order
               service inquiry, pre-order service inquiry response, firm order
               acknowledgment/rejection, firm order confirmation, and completion
               notification.

                         3.3.2.1.1  The Parties will jointly review each OBF
                         standard upon completion. The review shall be completed
                         within thirty (30) days, unless otherwise agreed to by
                         the Parties. The review shall result in a mutual
                         agreement on whether the new standard will be deployed.
                         Within thirty (30) days of agreement to deploy the new
                         standard, the Parties shall agree on a schedule for
                         such deployment.

               3.3.2.2   U S WEST shall provide AT&T a common electronic
               interface that will permit the transmittal of business and
               residential transactions.

3.3.3          Ordering and Provisioning for Resale Services

               U S WEST shall provide a real time electronic interface with at
               least the following specifications:

               3.3.3.1   U S WEST shall provide to AT&T a real-time, electronic
               interface to U S WEST information systems to allow AT&T to assign
               telephone number(s) (if the Customer does not already have a
               telephone number or requests a change of telephone number).

               3.3.3.2   For Resale Services not subject to standard intervals,
               U S WEST shall provide to AT&T a real-time, electronic interface
               to schedule dispatch and installation appointments.

               3.3.3.3   U S WEST shall provide to AT&T a real-time, electronic
               interface to U S WEST Customer information systems which will
               allow AT&T to determine if a service call is needed to install
               the line or service.

               3.3.3.5   U S WEST shall provide to AT&T a real-time, electronic
               interface which transmits status information on service orders.

3.3.4          Ordering and Provisioning for Unbundling

               3.3.4.1   For unbundled Network Elements not subject to standard
               intervals, U S WEST shall provide to AT&T, when available, a
               real-time, electronic interface which will allow AT&T to schedule
               appointments, and adjust pending order due dates in real-time.

               3.3.4.2   U S WEST shall provide AT&T with results from
               mechanized loop tests.


               3.3.4.3   U S WEST shall provide AT&T with confirmation of
               circuit assignments.

3.4    Standards

3.4.1   General Requirements

               3.4.1.1   AT&T and U S WEST shall agree upon the appropriate
               ordering and provisioning codes to be used for each Network
               Element or Combinations thereof.
<PAGE>

                                                                    Attachment 5

                    These codes shall apply to all aspects of the unbundling of
                    that Network Element or Combination of Network Elements and
                    shall be known as data elements as defined by the
                    Telecommunications Industry Forum Electronic Data
                    Interchange Service Order Subcommittee (TCIF-EDI-SOSC), or
                    as mutually agreed.

4.   Connectivity Billing and Recording

This Section 4 describes the requirements for U S WEST to bill and record all
charges AT&T incurs for purchasing services under this Agreement.

4.1    Procedures

            4.1.1   The Parties recognize that deviations and discrepancies may
                    occur from the various industry standards and other
                    standards referenced in this Agreement. Subject to such
                    discrepancies and deviations, U S WEST shall comply with
                    these various standards. Discrepancies and deviations will
                    be documented and reviewed.

                    4.1.1.1   Within forty-five (45) days after a request by
                    AT&T, the Parties will develop processes by which U S WEST
                    will inform AT&T of deviations from standards for billing.
                    The Parties agree that they will negotiate discrepancies and
                    deviations in good faith. Further, the Parties agree that
                    those documented deviations from such standards documented
                    by U S WEST to AT&T shall supersede sections of technical
                    standards applicable to such deviations referenced in this
                    Agreement.

            4.1.2   U S WEST shall record and bill in accordance with this
                    Agreement those charges AT&T incurs as a result of AT&T
                    purchasing from U S WEST services, as set forth in this
                    Agreement (hereinafter "Connectivity Charges").

[The following Section 4.1.3 is for AT&T/USWC Agreement Only]

            4.1.3   U S WEST shall format each bill for Connectivity Charges
                    (hereinafter "Connectivity Bill") in accordance with the
                    CRIS, CABS or SECAB standard as appropriate to the services
                    billed.

            4.1.3   Left blank for numbering purposes.

            4.1.4   Each service purchased by AT&T shall be assigned a separate
                    and unique billing code or identifier in the form agreed to
                    by the Parties and such code or identifier shall be provided
                    to AT&T on each Connectivity Bill in which charges for such
                    services appear. Each such billing code or identifier shall
                    enable AT&T to identify the service as purchased by AT&T.

            4.1.5   Each Connectivity Bill shall set forth the quantity and
                    description of each such service provided and billed to
                    AT&T. All Connectivity Charges billed to AT&T shall indicate
                    the state from which such charges were incurred.

            4.1.6   U S WEST shall bill AT&T for each service supplied by U S
                    WEST to AT&T pursuant to this Agreement at the rates set
                    forth in Attachment 1 to this Agreement.

            4.1.7   U S WEST shall bill AT&T for the Connectivity Charges
                    incurred; provided however, that, for those usage based
                    Connectivity Charges where actual charge information is
<PAGE>

                                                                    Attachment 5

                      not determinable by U S WEST because the jurisdiction
                      (i.e., interstate, interstate/interLATA, intrastate,
                      intrastate/ intraLATA, local) of the traffic is
                      unidentifiable, or for any other reason, the Parties shall
                      jointly develop a process to determine the appropriate
                      charges.

              4.1.8   Measurement of usage-based Connectivity Charges shall be
                      in actual conversation seconds. For local interconnection
                      traffic provided under Attachments 3 and 4 of this
                      Agreement, the total conversation time per chargeable
                      traffic types shall be totaled for the entire monthly bill
                      cycle, rounded to the next whole minute and then billed at
                      the contract rate. For Resale services provided under
                      Attachment 2 of this Agreement the total conversation time
                      shall be measured in accordance with U S WEST's retail
                      tariff and billed at the contract rate.

              4.1.9   U S WEST shall provide to AT&T, at no additional charge, a
                      Single Point of Contact for handling any Connectivity
                      Billing questions or problems that may arise during the
                      implementation and performance of the terms and conditions
                      of this Agreement.

              4.1.10  U S WEST shall provide a Single Point of Contact for the
                      handling of any data exchange questions or problems that
                      may arise during the implementation and performance of the
                      terms and conditions of this Agreement.

              4.1.11  As soon as possible after a request by AT&T, each Party
                      shall provide the other Party written notice of which form
                      of the monthly Connectivity Bill is to be deemed the
                      official bill to assist the Parties in resolving any
                      conflicts that may arise between the official bill and
                      another form of bill received via a different media which
                      purportedly contains the same charges as are on the
                      official bill.

              4.1.12  If either Party requests an additional copy(ies) of a
                      bill, such Party shall pay the other Party a reasonable
                      fee per additional bill copy, unless such copy was
                      requested due to errors, omissions, or corrections or the
                      failure of the transmission to comply with the
                      specifications set forth in this Agreement.

              4.1.13  When sending Connectivity Bills via electronic
                      transmission, to avoid transmission failures or the
                      receipt of Connectivity Billing information that cannot be
                      processed, AT&T shall provide U S WEST process
                      specifications. U S WEST shall comply with mutually agreed
                      upon processing specifications when U S WEST transmits
                      Connectivity Billing data to AT&T. AT&T shall provide to U
                      S WEST notice if a Connectivity Billing transmission is
                      received that does not meet mutually agreed upon AT&T
                      specifications. Faulty or failed transmissions shall be
                      corrected and resubmitted to AT&T, at U S WEST's sole
                      expense.

              4.1.14  U S WEST shall deliver to a location specified by AT&T,
                      billing information via Connect Direct, magnetic tape or
                      paper, as agreed to by AT&T and U S WEST. In the event of
                      an emergency, system failure or other such condition which
                      prevents U S WEST from transmitting via Connect Direct, U
                      S WEST shall notify AT&T of such difficulties within two
                      (2) hours of detection. U S WEST shall deliver, to a
                      location specified by AT&T, billing information via
                      magnetic tape or paper, as agreed to by AT&T and U S WEST.
                      The Parties acknowledge that all tapes transmitted to the
                      other Party via U.S. Mail or overnight delivery service
                      and which contain Connectivity Billing data shall not be
                      returned to the sending party.

              4.1.15  [Intentionally left blank for numbering consistency]
<PAGE>

                                                                    Attachment 5

              4.1.16  Billed amounts, which are being reasonably disputed or
                      reasonably queried or for which reasonable claims have
                      been filed, are not due for payment until such disputes,
                      claims or queries have been fully resolved by both AT&T
                      and U S WEST.

4.1.18  Bill Reconciliation

                      4.1.18.1      Each Party agrees to notify the other Party
                                    upon the discovery of a billing discrepancy
                                    ("Notice of Discrepancy").

                      4.1.18.2      In the event of such Notice of Discrepancy,
                                    the Parties shall endeavor to resolve the
                                    discrepancy within sixty (60) calendar days
                                    after the Notice of Discrepancy is issued
                                    using normal business procedures. If the
                                    discrepancy is disputed, resolution of such
                                    dispute is expected to occur at the first
                                    level of management resulting in a
                                    recommendation for settlement of the dispute
                                    and closure of a specific billing period.

                      4.1.18.3      Closure of a specific billing period shall
                                    occur by joint agreement of the Parties
                                    whereby the Parties agree that such billing
                                    period is closed to any further analysis and
                                    financial transactions, except those
                                    resulting from an Audit. Closure shall take
                                    place within nine (9) months of the Bill
                                    Date. The month being closed represents
                                    those Connectivity Charges that were billed
                                    or should have been billed by the applicable
                                    bill date.

                      4.1.18.4      If the dispute is not resolved within the
                                    allotted time frame, the following
                                    resolution procedure shall begin:

                                    4.1.18.4.1   If the dispute is not resolved
                                                 within sixty (60) days of the
                                                 Notice of Discrepancy, the
                                                 dispute shall be escalated to
                                                 the second level of management
                                                 for resolution.

                                    4.1.18.4.2   If the dispute is not resolved
                                                 within ninety (90) days of
                                                 Notice of Discrepancy, the
                                                 dispute shall be escalated to
                                                 the third level of management
                                                 for resolution.

                                    4.1.18.4.3   If the dispute is not resolved
                                                 within one hundred and twenty
                                                 (120) days of the Notice of
                                                 Discrepancy, upon the written
                                                 request of either Party within
                                                 such one hundred and twenty
                                                 (120) day period, the dispute
                                                 may be resolved pursuant to the
                                                 dispute resolution provision
                                                 set forth in Part A of this
                                                 Agreement.

              4.1.19  U S WEST shall reimburse AT&T for incorrect Connectivity
                      Billing charges, including, without limitation,
                      overcharges, services ordered or requested but not
                      delivered, interrupted services, and services of poor
                      quality and installation problems, if such problems are
                      caused by U S WEST. Such reimbursements shall be set forth
                      in the appropriate section of the Connectivity Bill
                      pursuant to appropriate standards.

              4.1.20  The Parties agree to record call information in accordance
                      with this Section 4.1. To the extent technically feasible,
                      each Party shall record all call detail information
                      associated with every call that one Party bills to the
                      other Party. AT&T may request, through the Bona Fide
                      Request Process the recording of call records and/or call
                      detail information that is not currently recorded by U S
                      WEST. These records shall be provided and retained
                      pursuant to Section 5 of this Attachment.
<PAGE>

                                                                    Attachment 5

              4.1.21  When AT&T collocates with U S WEST in U S WEST's facility
                      as described in this Agreement, capital expenditures
                      (e.g., costs associated with building the "cage"), shall
                      not be included in the Connectivity Bill provided to AT&T
                      pursuant to this Attachment 5. All such capital expenses
                      shall be given a unique BAN and invoice number. All
                      invoices for capital expenses shall be sent to the
                      location specified by AT&T for payment. All other
                      non-capital recurring collocation expenses shall be billed
                      to AT&T in accordance with this Agreement. The CABS/SECABS
                      Billing Output Specifications (BOS) documents provide the
                      guidelines on how to bill the Connectivity Charges
                      associated with collocation.

4.1.22                Local Number Portability

                      4.1.22.1   In accordance with the terms and conditions set
                                 forth in this Agreement, U S WEST shall record
                                 and provide to AT&T all detail information
                                 associated with an alternately billed call to
                                 an AT&T local exchange customer whose telephone
                                 number has been ported from U S WEST under INP
                                 as further described in this Agreement.

4.1.23                Meet Point Billing

                      4.1.23.1   AT&T and U S WEST will establish meet-point
                                 billing ("MPB") arrangements in accordance with
                                 the Meet Point Billing guidelines adopted by
                                 and contained in the OBF's MECAB and MECOD
                                 documents, except as otherwise mutually agreed
                                 to by the Parties. Both Parties will use their
                                 best 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 to reflect the MPB
                                 arrangements identified in this Agreement, in
                                 MECAB and in MECOD.

                      4.1.23.2   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 OBF's MECAB and MECOD documents and
                                 referenced in U S WEST's Switched Access
                                 Tariffs. The Parties understand and agree that
                                 MPB arrangements are available and functional
                                 only to/from IXCs who directly connect with the
                                 tandem(s) that AT&T sub-tends in each LATA.

                      4.1.23.3   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.

                      4.1.23.4   AT&T and U S WEST will implement the "Multiple
                                 Bill/Single Tariff" option in order to bill any
                                 IXC for that portion of the network elements
                                 provided by AT&T and U S WEST. For all traffic
                                 carried over the MPB arrangement, AT&T and U S
                                 WEST shall bill IXCs for all applicable
                                 elements at the rates specified in their
                                 respective tariffs.

                      4.1.23.5   U S WEST shall provide to AT&T the billing
                                 name, billing address, and carrier
                                 identification code (CIC) of the IXCs that may
                                 utilize any portion of
<PAGE>

                                                                    Attachment 5

                                 AT&T network in an AT&T/U S WEST MPB
                                 arrangement in order to comply with the MPB
                                 notification process as outlined in the MECAB
                                 document. Such information shall be provided to
                                 AT&T in the format and via the medium that the
                                 Parties agree. If U S WEST does not have a CIC
                                 for any IXC that will utilize a portion of AT&T
                                 network in an AT&T/U S WEST MPB arrangement,
                                 and for whom U S WEST must supply to AT&T MPB
                                 billing information, then until such carrier
                                 has obtained a CIC, U S WEST will submit the
                                 LEC's CIC on those MPB records provided to AT&T
                                 for MPB. U S WEST understands and agrees that
                                 it will be solely responsible for obtaining any
                                 reimbursements from such carriers who have
                                 utilized the jointly provided networks of U S
                                 WEST and AT&T.

                      4.1.23.6   U S WEST and AT&T agree that in an MPB
                                 arrangement where one Party provides local
                                 transport and the other Party provides the end
                                 office switching, the Party who provides the
                                 end office switching is entitled to bill any
                                 residual interconnection charges (RIC) and
                                 common carrier line (CCL) charges associated
                                 with the traffic. The Parties further agree
                                 that in those MPB situations where one Party
                                 sub-tends the other Party's access tandem, the
                                 party providing the access tandem in only
                                 entitled to bill the access tandem fee and any
                                 associated local transport charges. The Parties
                                 also agree that the Party who provides the end
                                 office switching is entitled to bill end office
                                 switching fees, local transport charges, RIC
                                 and CCL charges, as appropriate, and such other
                                 applicable charges.

                      4.1.23.7   U S WEST and AT&T will record and transmit MPB
                                 information in accordance with the standards
                                 and in the format set forth in this Attachment.
                                 U S WEST and AT&T will coordinate and exchange
                                 the billing account reference ("BAR") and
                                 billing account cross reference (BACR) numbers
                                 for the MPB arrangements described in this
                                 Agreement. Each Party will notify the other if
                                 the level of billing or other BAR/BACR elements
                                 change, resulting in a new BAR/BACR number.

                      4.1.23.8   If MPB data is not processed and delivered by
                                 either U S WEST or AT&T and sent to the other
                                 Party within ten (10) calendar days of the
                                 relevant recording period and in turn such
                                 Party is unable to bill the IXC for the
                                 appropriate charges, the Party who failed to
                                 deliver the data will be held liable for the
                                 amount of the unbillable charges.

                      4.1.23.9   If MPB data is not submitted within ten (10)
                                 calendar days of the relevant recording period
                                 or is not in the proper format as set forth in
                                 this Agreement, and if, as a result, the other
                                 Party is delayed in billing the IXC for the
                                 appropriate charges it incurs, the delaying
                                 Party shall pay the other Party a late MPB data
                                 delivery charge which will be the total amount
                                 of the delayed charges times a monthly rate
                                 that shall not exceed 1.5% which may be levied
                                 by law for commercial transactions, compounded
                                 daily for the number of days from the date the
                                 MPB charges should have been
<PAGE>

                                                                    Attachment 5

                                 received to and including the date the MPB
                                 charge information is actually received.

                      4.1.23.10   Errors in MPB data exchange by the Parties may
                                  be discovered by AT&T, U S WEST or the
                                  billable IXC. Both AT&T and U S WEST agree to
                                  provide the other Party with notification of
                                  any discovered errors within two (2) Business
                                  Days of the discovery. The other Party shall
                                  correct the error within eight (8) Business
                                  Days of notification and resubmit the data. In
                                  the event the errors cannot be corrected
                                  within the time period specified above, the
                                  erroneous data shall be considered lost. If
                                  MPB data is lost due to uncorrectable errors
                                  or otherwise, the Parties shall follow the
                                  procedures set forth in Section 5 of this
                                  Attachment and compensate the other for the
                                  lost MPB billing data.

                      4.1.23.11   In the event AT&T purchases from U S WEST
                                  Network Elements, or Combination thereof, in a
                                  LATA other than the LATA to or from which the
                                  MPB services are homed and in which U S WEST
                                  operates an access tandem, U S WEST shall,
                                  except in instances of capacity limitations,
                                  permit and enable AT&T to sub-tend to the U S
                                  WEST access tandem switch(es) nearest to the
                                  AT&T rating point(s) associated with the NPA-
                                  NXX(s) to/from which the MPB services are
                                  homed In such event, AT&T shall be responsible
                                  for the transport facilities crossing LATA
                                  boundaries. In instances of capacity
                                  limitation at a given access tandem switch,
                                  AT&T shall be allowed to subtend to the next
                                  nearest U S WEST access tandem switch in which
                                  sufficient capacity is available. The MPB
                                  percentages for each new rating point/access
                                  tandem pair shall be calculated in accordance
                                  with MECAB and MECOD.

4.2           Information Exchange and Interfaces

              4.2.1   U S WEST shall provide AT&T a monthly Connectivity Bill
                      that includes all Connectivity Charges incurred by and
                      credits and/or adjustments due to AT&T for those services
                      ordered, established, utilized, discontinued or performed
                      pursuant to this Agreement. For each account, U S WEST
                      shall issue one (1) bill per month and the billing cycle
                      shall be on a calendar basis. Each Connectivity Bill
                      provided by U S WEST to AT&T shall include:

                      4.2.1.1 all non-usage sensitive charges incurred for the
                      current bill period;

                      4.2.1.2 any known unbilled non-usage sensitive charges for
                      prior periods;

                      4.2.1.3 usage sensitive charges for the current relevant
                      bill period (from the last bill date and extending up to,
                      and including, the current bill date);

                      4.2.1.4 any known unbilled usage sensitive charges for
                      prior periods; and

                      4.2.1.5  any known unbilled adjustments.
<PAGE>

                                                                    Attachment 5

              4.2.3   The bill date must be present on each bill transmitted by
                      U S WEST to AT&T, must be a valid calendar date, and not
                      more than ninety (90) days old. Connectivity Bills shall
                      not be rendered for any Connectivity Charges which are
                      incurred under this Agreement on or before two hundred and
                      seventy (270) days preceding the bill date, except as
                      otherwise permitted by law.

              4.2.4   On each bill where "Jurisdiction" is identified, local and
                      local toll charges shall be identified as "Local" and not
                      as interstate, interstate/interLATA, intrastate, or
                      intrastate/intraLATA. U S WEST shall provide from and
                      through dates for charges rendered on all Connectivity
                      Bills.

              4.2.5   U S WEST shall separately identify business charges from
                      residence charges, as appropriate, and shall assign a
                      specific adjustment or reference number provided by AT&T
                      to each adjustment and credit included on the Connectivity
                      Bill.

              4.2.6   U S WEST and AT&T shall issue all Connectivity Bills in
                      accordance with the terms and conditions set forth in this
                      Section 4. On Connectivity Bills U S WEST renders to AT&T,
                      Billing Account Numbers (BANs) shall be thirteen (13)
                      character alpha/numeric and there shall only be one (1)
                      BAN per State unless otherwise agreed to by the Parties.
                      The Bill Date shall be the same day month to month. Each
                      Party shall provide the other Party at least thirty (30)
                      calendar days written notice prior to changing, adding or
                      deleting a BAN. The Parties shall provide one (1)
                      Connectivity Billing invoice associated with each BAN.
                      Each invoice must contain an invoice number, which will
                      vary from month to month. On each bill associated with a
                      BAN, the appropriate invoice number and the charges
                      contained on such invoice must be reflected. All
                      Connectivity Bills must be received by the other Party no
                      later than ten (10) calendar days from the bill date and
                      at least twenty (20) calendar days prior to the payment
                      due date (as described in Part A of this Agreement),
                      whichever is earlier. Any Connectivity Bill received on a
                      Saturday, Sunday or a day designated as a bank holiday
                      will be deemed received the next Business Day. If either
                      Party fails to receive Connectivity Billing data and
                      information within the time period specified above, then
                      the payment due date will be extended by the number of
                      days receipt has been delayed.

[The following Section 4.2.7 is for the AT&T/U S WEST Agreement only]

              4.2.7   U S WEST shall issue all Connectivity Bills containing
                      such billing data and information in accordance with the
                      most current version of CRIS or CABS /SECABS published by
                      Bellcore, or its successor, or such later versions as are
                      adopted by Bellcore, or its successor, as appropriate to
                      the services being billed. To the extent there are no
                      CRIS, CABS, or SECAB standards governing the formatting of
                      certain data, such data shall be issued in the format
                      mutually agreed to by U S WEST and AT&T, and in accordance
                      with Attachment 6 to this Agreement.

              4.2.8   As detailed in the MECAB document, AT&T and U S WEST will
                      exchange all information necessary to bill third parties
                      for switched access services traffic jointly handled by
                      AT&T and U S WEST 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.
<PAGE>

                                                                    Attachment 5

              4.2.9   U S WEST and AT&T agree that each Party shall transmit
                      Connectivity Billing information and data in the
                      appropriate format as provided herein, electronically via
                      Connect Direct to the other Party at the location
                      specified by such Party. AT&T data centers will be
                      responsible for originating the calls for data
                      transmission. U S WEST shall transmit in accordance with
                      the technical specifications mutually agreed upon by the
                      Parties. AT&T will supply to U S WEST its RACF ID and
                      password before the first transmission of data via Connect
                      Direct. Any changes to either Party's Connect Direct Node
                      ID must be sent to the other Party no later than thirty
                      (30) calendar days before the changes take effect.

              4.2.10  In emergency situations when tape transmittal has been
                      used, U S WEST shall adhere to the tape packaging
                      requirements set forth in this Agreement. Where magnetic
                      tape shipping containers are transported in freight
                      compartments, adequate magnetic field protection shall be
                      provided by keeping a 6-inch distance from any magnetic
                      field generating device (except a magnetron-tape device).
                      U S WEST shall only use those shipping containers that
                      contain internal insulation to prevent damage. U S WEST
                      shall clearly mark on the outside of each shipping
                      container its name, contact and return address. U S WEST
                      shall not ship any Connectivity Billing tapes in
                      unprotected tape canisters.

              4.2.11  All emergency billing data transmitted via tape must be
                      provided on a cartridge (cassette) tape and must be of
                      high quality, conform to the Parties' record and label
                      standards, 9-track, odd parity, 6250 BPI group coded
                      recording mode and extended binary-coded decimal
                      interchange code (EBCDIC). Each reel of tape must be 100%
                      tested at 20% or better "clipping" level with full width
                      certification and permanent error free at final
                      inspection. AT&T reserves the right to destroy a tape that
                      has been determined to have unrecoverable errors. AT&T
                      also reserves the right to replace a tape with one of
                      equal or better quality.

              4.2.12  The header record will be formatted in accordance with the
                      appropriate IBM, CABS or EDI standards as mutually agreed
                      upon by the Parties.

              4.2.13  A single 6-digit serial number must appear on the external
                      (flat) surface of the tape for visual identification. This
                      number shall also appear in the "dataset serial number
                      field" of the first header record of the IBM standard tape
                      label. This serial number shall consist of the character
                      "V" followed by the reporting location's four digit
                      Originating Company Code and a numeric character chosen by
                      the sending Party. The external and internal label shall
                      be the same. The dataset name shall appear on the flat
                      side of the reel and also in the "data set name field" on
                      the first header record of the IBM standard tape label. U
                      S WEST's name, address, and contact shall appear on the
                      flat side of the cartridge or reel.

              4.2.14  Tape labels shall conform to IBM OSVS Operating System
                      Standards contained in the IBM Standard Labels Manual. IBM
                      standard labels are 80-character records recorded in
                      EBCDIC, odd parity.

              4.2.15  U S WEST shall conform to the Standard Volume Label Format
                      which will be mutually agreed upon by the Parties.

              4.2.16  U S WEST shall use the IBM Standard Dataset Label Format
                      which will be mutually agreed upon by the Parties.
<PAGE>

                                                                    Attachment 5

              4.2.17  U S WEST shall use test and production dataset format
                      which will be mutually agreed upon for all Connectivity
                      Bills.

4.3           Standards

              4.3.1   At least thirty (30) calendar days prior to U S WEST
                      sending AT&T a mechanized bill for the first time via
                      electronic transmission, U S WEST shall send to AT&T
                      Connectivity Bill data in the appropriate mechanized
                      format (e.g., CABS or SECAB) for testing to ensure that
                      bills can be processed and that bills comply with the
                      requirements of this Attachment. After receipt of the test
                      data from U S WEST, AT&T will notify U S WEST if the
                      connectivity billing transmission meets AT&T testing
                      specifications. If the transmission fails to meet the
                      mutually agreed upon test and production dataset format,
                      then, U S WEST shall make the necessary corrections within
                      a mutually agreeable time frame. At least three (3) sets
                      of testing data must meet AT&T testing specifications
                      prior to U S WEST sending AT&T a mechanized production
                      connectivity bill for the first time via electronic
                      transmission or tape. Thereafter, U S WEST may begin
                      sending AT&T production connectivity bills via electronic
                      transfer on the next bill date, or within ten (10)
                      calendar days, whichever is later.

              4.3.2   U S WEST shall also provide to AT&T a designated point of
                      contact, U S WEST's applicable operating company number
                      ("OCN") at least thirty (30) days prior to testing and at
                      least thirty (30) days prior to a change of OCN.

              4.3.3   At least ninety (90) days prior to any change in existing
                      formats or change to a different format, U S WEST shall
                      send to AT&T Connectivity Bill data in the appropriate
                      mechanized format for testing to ensure that the bills can
                      be processed and that the bills comply with the
                      requirements of this Attachment. U S WEST agrees that it
                      shall not send to AT&T bill data in the new mechanized
                      format until such bill data has met the testing
                      specifications as set forth in this Section.

              4.3.4   During the testing period, in addition to CONNECT DIRECT,
                      U S WEST shall also transmit to AT&T Connectivity Billing
                      data and information via paper or tape as specified by
                      AT&T. Test tapes shall be sent to an AT&T specified
                      location.

              4.3.5   For Connectivity Bills issued in CABS or SECAB format, U S
                      WEST agrees that if it transmits data to AT&T in a
                      mechanized format, U S WEST shall also comply with the
                      following specifications which are not contained in CABS
                      or SECAB guidelines but which are necessary for AT&T to
                      process Connectivity Billing information and data:

                      4.3.5.1  The bill date shall not contain spaces or non-
                               numeric values.

                      4.3.5.2  Each Connectivity Bill must contain at least one
                               (1) detail record.

                      4.3.5.3  Any "from" date should be less than or equal to
                               the associated "through" date and neither date
                               can contain spaces.

                      4.3.5.4  The invoice number must not have embedded spaces
                               or low values.

              4.3.6   U S WEST agrees that in order to ensure the proper
                      performance and integrity of the entire Connectivity
                      Billing process, U S WEST shall be responsible and
                      accountable for transmitting to AT&T an accurate and
                      current bill. U S WEST agrees to implement
<PAGE>

                                                                    Attachment 5

                      control mechanisms and procedures to render a bill that
                      accurately reflects the services ordered and used by AT&T.

5.       Provision Of Customer Usage Data

This Section 5 sets forth the terms and conditions for U S WEST's provision of
Recorded Usage Data (as defined in this Attachment 5) to AT&T and for
information exchange regarding long distance billing.

5.1  Procedures

5.1.1  General

                      5.1.1.1 U S WEST shall comply with various industry, OBF,
                      and other standards referred to throughout this Agreement.
                      To satisfy these requirements, the Parties agree to a
                      mutual interpretation of all standards referred to in this
                      Section.

                      5.1.1.2 The Parties shall mutually agree to OBF standards
                      and the additional standards outlined in this Agreement
                      when recording and transmitting Usage Data.

                      5.1.1.3 As new standards are developed and adopted by
                      industry, U S WEST and AT&T will negotiate mutually
                      agreeable implementation of those standards.

                      5.1.1.4 U S WEST shall record all usage to be billed to
                      AT&T originating from, terminating to or billed to AT&T
                      Customers using U S WEST services ordered by AT&T.
                      Recorded Usage Data includes, but is not limited to, the
                      following categories of information:

                      Call attempts
                      Completed calls
                      Use of CLASS/LASS/custom features
                      Calls to information providers reached via U S WEST
                      facilities and contracted by U S WEST Calls to Directory
                      Assistance where U S WEST provides such service to an AT&T
                      customer Calls completed via U S WEST-provided Operator
                      Services where U S WEST provides such service to AT&T
                      local service customer For U S WEST-provided Centrex
                      Service, station level detail records shall include
                      complete call detail and complete timing information.

                      5.1.1.5 Retention of Records: U S WEST shall maintain a
                      machine readable back-up copy of the message detail
                      provided to AT&T for a minimum of forty-five (45) calendar
                      days. U S WEST shall provide any data back-up to AT&T upon
                      the request of AT&T.

                      5.1.1.6 U S WEST shall provide to AT&T Recorded Usage Data
                      for AT&T Customers only. U S WEST shall not submit other
                      carrier local usage data as part of the AT&T recorded
                      usage data.

                      5.1.1.7 U S WEST shall not bill to AT&T Customers any
                      recurring or non-recurring charges for service provided by
                      U S WEST to AT&T except where explicitly permitted to do
                      so within a written agreement between U S WEST and AT&T.
<PAGE>

                                                                    Attachment 5

                      5.1.1.8 The Parties shall record and rate all calls to
                      information service providers (e.g., 976 service calls)
                      and shall bill such calls directly the calling party's
                      local service provider. In the event a Party's end-user
                      disputes such a call, that Party may recourse consistent
                      with the recourse arrangement the billing Party has with
                      its information service provider.

                      5.1.1.9 U S WEST shall provide Recorded Usage Data to AT&T
                      billing locations as designated by AT&T.

                               5.1.1.9.1 Casual Usage (Dial Around) Data. For
                               purposes of resold services provided AT&T, USWC
                               shall provide casual usage (dial around)
                               information associated with 1-O-XXX calling or
                               other casual use services such that AT&T is able
                               to timely render itemized bills.8

                      5.1.1.10 U S WEST shall establish an Interconnect Service
                      Center (ISC) or similar function to serve as AT&T's single
                      point of contact to respond to AT&T call usage, data
                      error, and record transmission inquiries.

                      5.1.1.10.1 U S WEST shall provide AT&T with a single point
                      of contact and remote identifiers for each sending
                      location.

                      5.1.1.11 AT&T shall provide a single point of contact
                      responsible for receiving usage transmitted by U S WEST
                      and receiving usage tapes from a courier service in the
                      event of a facility outage.

                      5.1.1.12 U S WEST shall bill and AT&T shall pay the
                      charges for Recorded Usage Data. Billing and payment shall
                      be in accordance with the applicable terms and conditions
                      set forth in the Connectivity Billing and Recording
                      Section of this Attachment 5.

                      5.1.1.13 Without waiver of, and in addition to the Audit
                      and Examination rights set forth in Part A of this
                      Agreement, upon reasonable notice and at reasonable times,
                      a Party or its authorized representatives may examine the
                      recording Party's AMA records which relate to perceived
                      problems with the recordings of the usage data relating to
                      the billed Party under this Attachment.

5.1.2                 Charges

                      5.1.2.1 The Parties may charge fees for recording, rating
                      or transmitting usage data. For the six (6) months
                      following the initial recording, rating or transmitting of
                      non-test usage data, the Parties shall not charge each
                      other.

                      5.1.2.2  No charges shall be assessed for incomplete call
                      attempts.

5.1.3                 Central Clearinghouse & Settlement

                      5.1.3.1 U S WEST shall support and participate with AT&T
                      to develop an in and out-collect process developed for
                      intra-region alternately billed messages.
<PAGE>

                                                                    Attachment 5

                      5.1.3.2 U S WEST shall settle with AT&T for both intra-
                      region and inter-region billing exchanges of calling card,
                      bill-to-third party, and collect calls, including
                      settlement through the CMDS CATS system for inter-region
                      billing.

5.1.4                 Lost Data

                      5.1.4.1 Loss of Recorded Usage Data - AT&T recorded usage
                      data determined to have been lost, damaged or destroyed as
                      a result of an error or omission by U S WEST in its
                      performance of the recording function shall, upon AT&T
                      request, be recovered by U S WEST at no charge to AT&T. In
                      the event the data cannot be recovered by U S WEST, U S
                      WEST shall estimate the messages and associated revenue,
                      with assistance from AT&T, based upon the method described
                      below. This method shall be applied on a consistent basis,
                      subject to modifications agreed to by U S WEST and AT&T.
                      This estimate shall be used to adjust amounts AT&T owes U
                      S WEST for services U S WEST provides in conjunction with
                      the provision of recorded usage data.

                      5.1.4.2 Partial Loss - U S WEST shall review its daily
                      controls to determine if data has been lost. When there
                      has been a partial loss, actual message and minute volumes
                      shall be reported, if possible. Where actual data are not
                      available, a full day shall be estimated for the recording
                      entity, as outlined in the following paragraphs. The
                      amount of the partial loss is then determined by
                      subtracting the data actually recorded for such day from
                      the estimated total for such day.

                      5.1.4.3 Complete Loss - Estimated message and minute
                      volumes for each loss consisting of an entire AMA tape or
                      entire data volume due to its loss prior to or during
                      processing, loss after receipt, degaussed before
                      processing, receipt of a blank or unreadable tape, or lost
                      for other causes, shall be reported.

                      5.1.4.4 Estimated Volumes - From message and minute volume
                      reports for the entity experiencing the loss, U S WEST
                      shall secure message/minute counts for the four (4)
                      corresponding days of the weeks preceding that in which
                      the loss occurred and compute an average of these volumes.
                      U S WEST shall apply the appropriate average revenue per
                      message ("ARPM") mutually agreed upon to the estimated
                      message volume to arrive at the estimated lost revenue.

                      5.1.4.5 If the day of loss is not a holiday but one (1)
                      (or more) of the preceding corresponding days is a
                      holiday, U S WEST shall use additional preceding weeks in
                      order to procure volumes for two (2) non-holidays in the
                      previous two (2) weeks that correspond to the day of the
                      week that is the day of the loss.

                      5.1.4.6 If the loss occurs on a weekday that is a holiday
                      (except Christmas and Mother's Day), U S WEST shall use
                      volumes from the two (2) preceding Sundays.

                      5.1.4.7 If the loss occurs on Mother's Day or Christmas, U
                      S WEST shall use volumes from that day in the preceding
                      year multiplied by a growth rate mutually agreed upon by
                      the Parties.

                      5.1.4.8 AT&T may also request data be provided that has
                      previously been successfully provided by U S WEST to AT&T.
                      U S WEST shall re-provide such data, if available, at a
                      charge mutually agreed to by the Parties.
<PAGE>

                                                                    Attachment 5

5.1.5                 Testing, Changes and Controls

                      5.1.5.1  The Recorded Usage Data, EMR format, content, and
                               transmission process shall be tested as mutually
                               agreed to by the Parties./9/

                      5.1.5.2  Interface Testing: The purpose of this test is to
                               ensure that the usage records can be sent by U S
                               WEST to AT&T and can be accepted and processed by
                               AT&T. U S WEST shall provide a test file to AT&T
                               designated Regional Processing Center (RPC) in
                               the format that shall be used for live day-to-day
                               processing. The file's test content and volume
                               shall be mutually agreed to by the Parties. AT&T
                               shall review the file and verify that it conforms
                               to its data center requirements. AT&T shall
                               notify U S WEST in writing whether the format is
                               acceptable. AT&T shall also provide U S WEST with
                               the agreed-upon control reports as part of this
                               test.

                      5.1.5.3  Operational Test: The purpose of this test is to
                               ensure that volumes of usage in consecutive
                               sequence can be extracted, distributed, and
                               processed by U S WEST and AT&T.

                      5.1.5.4  For testing purposes, U S WEST shall provide AT&T
                               with U S WEST recorded usage for a minimum of
                               five (5) consecutive days. AT&T shall provide U S
                               WEST with the message validation reports
                               associated with test usage.

                      5.1.5.5  Test File: Test data should be transported via
                               CONNECT DIRECT whenever possible. In the event
                               that courier service must be used to transport
                               test media, the physical tape characteristics to
                               be used are described in this Attachment.

                      5.1.5.6  Periodic Review: Control procedures for all usage
                               transferred between U S WEST and AT&T shall
                               require periodic review. This review may be
                               included as part of an annual audit of U S WEST
                               by AT&T or as part of the normal production
                               interface management function. Breakdowns which
                               impact the flow of usage between U S WEST and
                               AT&T must be identified and jointly resolved as
                               they occur. The resolution may include changes to
                               control procedures, as similar problems would be
                               avoided in the future. Any changes to control
                               procedures shall be mutually agreed upon by AT&T
                               and U S WEST.

                      5.1.5.7  U S WEST Software Changes

                               5.1.5.7.1 When U S WEST plans to introduce any
                               software changes which impact the format or
                               content structure of the usage data feed to AT&T,
                               designated U S WEST personnel shall notify AT&T
                               no less than one hundred twenty (120) calendar
                               days before such changes are implemented.

                               5.1.5.7.2 U S WEST shall communicate the
                               projected changes to the appropriate groups in
                               AT&T so that potential impacts on AT&T processing
                               can be determined.
____________________________
<PAGE>

                                                                    Attachment 5

                               5.1.5.7.3 AT&T personnel shall review the impact
                               of the change on the entire control structure and
                               the post conversion test plan, herein. AT&T shall
                               negotiate any perceived problems with U S WEST
                               and shall arrange to have the data tested
                               utilizing the modified software.

                               5.1.5.7.4 If it is necessary for U S WEST to
                               request changes in the schedule, content or
                               format of usage data transmitted to AT&T, U S
                               WEST shall notify AT&T.

                      5.1.5.8  AT&T Requested Changes

                               5.1.5.8.1 AT&T may request changes in the
                               schedule, content, format of the usage data
                               transmitted from U S WEST, as deemed necessary by
                               AT&T.

                               5.1.5.8.2 When the negotiated changes are to be
                               implemented, AT&T and/or U S WEST shall arrange
                               for testing of the modified data in a Post
                               Conversion Test Plan designed to encompass all
                               types of changes to the usage data transferred by
                               U S WEST to AT&T and the methods of transmission
                               for that data.

                      5.1.5.9  U S WEST System Change Description

                               5.1.5.9.1 For a U S WEST system change, U S WEST
                               shall provide AT&T with an overall description of
                               the change, stating the objective and a brief
                               explanation of the reasons for the change.

                               5.1.5.9.2 During the initial negotiations
                               regarding the change, U S WEST shall provide a
                               list of the specific records and/or systems
                               impacted by the change to designated AT&T
                               personnel.

                               5.1.5.9.3 U S WEST shall also provide AT&T a
                               detailed description of the changes to be
                               implemented. It shall include sufficient detail
                               for designated AT&T personnel to analyze and
                               estimate the effects of the changes and to design
                               tests to verify the accuracy of the
                               implementation.

                      5.1.5.10  Change Negotiations

                               5.1.5.10.1 AT&T shall be notified in writing of
                               all proposed change negotiations initiated by U S
                               WEST in writing. In turn, AT&T shall notify U S
                               WEST in writing of proposed change negotiations
                               initiated by AT&T.

                               5.1.5.10.2 After formal notification of planned
                               changes, whether originated by U S WEST or AT&T,
                               designated AT&T personnel shall schedule
                               negotiation meetings as required with designated
                               U S WEST personnel. The first meeting should
                               produce the overall change description (if not
                               previously furnished) and the list of records
                               and/or systems affected.

                               5.1.5.10.3 In subsequent meetings, U S WEST shall
                               provide the detailed description of changes to be
                               implemented. After reviewing the described
                               changes, designated AT&T personnel shall
                               negotiate a detailed test procedure with U S
                               WEST.
<PAGE>

                                                                    Attachment 5

                      5.1.5.11 Changes to controls: AT&T may request changes to
                               the control structure. The Parties shall mutually
                               agree on the requested changes.

                      5.1.5.12 Verification Of Changes

                               5.1.5.12.1 Based on the detailed description of
                               changes furnished by U S WEST, AT&T and U S WEST
                               personnel shall:

                               Determine the type of change(s) to be
                               implemented;
                               Develop a comprehensive test plan;
                               Negotiate scheduling and transfer of modified
                               data with U S WEST;
                               Negotiate testing of modified data with the
                               appropriate AT&T RPC;
                               Negotiate processing of verified data through the
                               AT&T billing system with the RPC;
                               Arrange for review and verification of testing
                               with appropriate AT&T groups; and
                               Arrange for review of modified controls, if
                               applicable.

                      5.1.5.13 Introduction of Changes:

                               5.1.5.13.1 When all the testing requirements have
                               been met and the results reviewed and accepted,
                               designated AT&T and U S WEST personnel shall:

                               Negotiate an implementation schedule;
                               Verify the existence of a contingency plan with
                               the appropriate AT&T personnel;
                               Arrange for the follow-up review of changes with
                               appropriate AT&T personnel;
                               Arrange for appropriate changes in control
                               program, if applicable; and
                               Arrange for long-term functional review of impact
                               of changes on the AT&T billing system, i.e.,
                               accuracy, timeliness, and completeness.

5.2           Information Exchange and Interfaces

5.2.1                 Core Billing Information

                      5.2.1.1 Recorded Usage Data includes all intraLATA toll
                      and local usage. U S WEST shall provide AT&T with unrated
                      EMR records associated with all intraLATA toll and local
                      usage which it records on AT&T behalf. Any category, group
                      and/or record types approved in the future for U S WEST
                      shall be included if they fall within the definition of
                      Local Resale. AT&T shall be given notification thirty (30)
                      days prior to implementation of a new type, category
                      and/or record.

                      5.2.1.2 U S WEST shall provide rated EMR records only when
                      explicit consent for sending such records has been
                      obtained from AT&T.

                      5.2.1.3 All messages recorded by a Party and billed to the
                      other Party are to be transmitted to the billed Party.
                      Recorded usage includes all usage billable to the other
                      Party.
<PAGE>

                                                                    Attachment 5

                      5.2.1.4 Data Delivery Schedules: Data shall be delivered
                      to AT&T by U S WEST daily (Monday through Friday, except
                      holidays) unless otherwise negotiated. AT&T and/or U S
                      WEST Data Center holidays are excluded. U S WEST and AT&T
                      shall exchange schedules of designated Data Center
                      holidays.

5.2.2                 Local Account Maintenance

                      5.2.2.1 When AT&T purchases local service from U S WEST,
                      and, as appropriate, when AT&T purchases certain unbundled
                      Network Elements, U S WEST shall provide AT&T with local
                      account maintenance as described herein.

                      5.2.2.2 When notified by a CLEC that an AT&T customer has
                      switched to CLEC's service, U S WEST shall provision the
                      change and notify AT&T via Connect:Direct within twenty-
                      four (24) hours of the provisioning that the customer has
                      changed to another service provider ( "OutPLOC").

                      5.2.2.3 When notified by AT&T that a customer has changed
                      its PIC only from one interexchange carrier to another, U
                      S WEST shall provision the PIC only change.

                      5.2.2.4 If notified by an IXC using a '01' PIC order
                      record that a AT&T customer has changed its PIC only, U S
                      WEST shall reject the order and notify that IXC using an
                      industry standard '3148' record with the operating company
                      number of AT&T indicated, that a '01' care PIC record
                      should be sent to AT&T for processing.

/10/
5.2.3                 Product/Service Specific

                      5.2.3.1 Subject to the conditions specified in Section
                      5.1.1(c) of this Attachment 5, U S WEST shall provide a
                      Specialized Service/Service Provider Charge record to
                      support the Special Features Star Services if these
                      features are part of U S WEST's offering. Such record
                      shall be an EMR 10-01-18 record or industry standard
                      record as may subsequently be mutually agreed to by the
                      Parties. Such record shall be a 10-01-18 record or
                      Bellcore assigned record as may be subsequently agreed to
                      by the Parties.

5.2.4                 Emergency Information

                      5.2.4.1 U S WEST shall provide the transport facility for
                      transmitting usage and billing data between the U S WEST
                      location and the AT&T location. U S WEST shall transmit
                      via CONNECT DIRECT whenever possible. In the event usage
                      transfer cannot be accommodated by CONNECT DIRECT because
                      of extended (one (1) Business Day or longer) facility
                      outages, U S WEST shall contract for a courier service to
                      transport the data via tape.

                      5.2.4.2 The Parties shall mutually agree to the following
                      standards when emergency data is transported to AT&T on
                      tape or cartridge via a courier. The data shall be in
                      fixed or variable block format as mutually agreed to by
                      the Parties:

                         Tape:              9-track, 6250 (or 1600) BPI (Bytes
                                            per inch)
                         Cartridge:         38,000 BPI (Bytes per inch)
                         LRECL:             2,472 Bytes
                         Parity:            Odd
___________________________
<PAGE>

                                                                    Attachment 5

                         Character Set:     Extended Binary Coded Decimal
                                            Interchange Code (EBCDIC)
                         External labels:   Exchange Carrier Name, Dataset Name
                                            (DSN) and volume serial number

                         Internal labels:   IBM Industry OS labels shall be
                                            used. They consist of a single
                                            volume label and two (2) sets of
                                            header and trailer labels.

                         5.2.4.1 To the extent the above standards are changed
                         or revised, the Parties may agree to negotiate the
                         incorporation of such new standards.

5.2.5                 Rejected Recorded Usage Data

                           5.2.5.1 At the discretion of AT&T, any messages that
                           cannot be rated and/or billed by AT&T may be returned
                           to U S WEST via CONNECT DIRECT. Returned messages
                           shall be sent directly to U S WEST in EMR format.
                           Standard EMR return codes shall be utilized.

5.2.6                 Interfaces

                           5.2.6.1 The Parties shall transmit formatted Recorded
                           Usage Data via Connect Direct.

                           5.2.6.2 AT&T shall notify U S WEST of resend
                           requirements if a pack or entire dataset must be
                           replaced due to pack rejection, damage in transit,
                           dataset name failure, etc.

                           5.2.6.3 Critical edit failure on the pack header or
                           pack trailer records shall result in pack rejection
                           (e.g., detail record count not equal to grand total
                           included in the pack trailer). Notification of pack
                           rejection shall be made by AT&T within one (1)
                           Business Day of processing. Rejected packs shall be
                           corrected by U S WEST and retransmitted to AT&T
                           within twenty-four (24) hours or within an alternate
                           time frame negotiated on a case by case basis.

                           5.2.6.4 A pack shall contain a minimum of one (1)
                           message record or a maximum of 9,999 message records
                           plus a pack header record and a pack trailer record.
                           A file transmission contains a maximum of ninety-nine
                           (99) packs. A dataset shall contain a minimum of one
                           (1) pack. U S WEST shall provide AT&T one (1) dataset
                           per sending location, with the agreed upon RAO/OCN
                           populated in the header and trailer records.

5.2.7                 Formats & Characteristics

                           5.2.7.1 Rated in collect messages should be
                           transmitted via the CONNECT DIRECT and can be
                           intermingled with the unrated messages. No special
                           packing is needed.

                           5.2.7.2 EMR: U S WEST shall provide Recorded Usage
                           Data in the EMR format and by category, group and
                           record type, and shall be transmitted, via a direct
                           feed, to AT&T. The types of EMR records that AT&T can
                           expect to receive from U S WEST, includes, but is not
                           limited to, the following:

                           Header Record       20-21-01, 20-20-01 or 20-24-01
<PAGE>

                                                                    Attachment 5

                           Trailer Record        20-21-02, 20-20-02 or 20-24-02
                           Detail Records *      01-01-01, 06, 08, 14, 17, 18,
                                                 31, 32, 35, 37, 80, 81, 82, 10-
                                                 01-01, 06, 08, 14, 17, 18, 31,
                                                 32, 35, 37
                           Credit Records        03-01-01, 06, 08, 14, 17, 18,
                                                 31, 32, 35, 37, 80, 81, 82,
                           Rated Credits         41-01-01, 06, 08, 14, 17, 18,
                                                 31, 32, 35, 37, 80, 81, 82,
                           Cancel Records        51-01-01, 06, 08, 09, 14, 17,
                                                 18, 31, 32, 35, 37, 80, 81, 82,
                           Correction Records    71-01-01, 06, 08, 14, 17, 18,
                                                 31, 32, 35, 37, 80, 81, 82,

                           * Category 01 is utilized for rated messages;
                           Category 10 is utilized for unrated messages.
                           Category 10 records are to have indicator 13
                           populated with a value of 5.

                           5.2.7.2.1 To the extent the above standards are
                           changed or revised, the Parties may agree to
                           incorporate such new standards.

                           5.2.7.3 U S WEST shall comply with the most current
                           version of Bellcore standard practice guidelines for
                           formatting EMR records.

                           5.2.7.4 The Interfacing Bell RAO, OCN, and remote
                           identifiers shall be used by AT&T to control invoice
                           sequencing and each shall have its own invoice
                           controls. The OCN shall also be used to determine
                           where the message returns file, containing any
                           misdirected and unguidable usage, shall be sent.

                           5.2.7.5 The file's Record Format (RECFM) shall be
                           Variable Block or fixed as negotiated, Size and the
                           Logical Record Length (LRECL) shall be as mutually
                           agreed to by the Parties.

                           5.2.7.6 [Intentionally left blank for numbering
                           consistency]

                           5.2.7.7 U S WEST shall transmit the usage to AT&T
                           using dataset naming conventions mutually agreed upon
                           by the Parties.

5.2.8                 Controls

                           5.2.8.1 AT&T shall test and certify the CONNECT
                           DIRECT interface to ensure the accurate receipt of
                           Recorded Usage Data.

                           5.2.8.2 Header and trailer records shall be populated
                           in positions 13-27 with the following information:

                            Position
                            13-14                      Invoice numbers (1-99)
                            15-16                      Bell Co. ID number
                            17-19                      Interfacing Bell RAO Code
                            20-23                      AT&T OCN - value 7229
                            24-27                      Reseller OCN

                           The trailer grand total record count shall be
                           populated with total records in pack (excluding
                           header & trailer)

                           5.2.8.3 Control Reports: AT&T accepts input data
                           provided by U S WEST in EMR format in accordance with
                           the requirements and specifications detailed in
<PAGE>

                                                                    Attachment 5

                           this Attachment 5. In order to ensure the overall
                           integrity of the usage being transmitted from U S
                           WEST to AT&T, data transfer control reports shall be
                           required. These reports shall be provided by AT&T to
                           U S WEST on a daily or otherwise negotiated basis and
                           shall reflect the results of the processing for each
                           pack transmitted by U S WEST.

                           5.2.8.4 Control Reports - Distribution: Since U S
                           WEST is not receiving control reports, dataset names
                           shall be established during detailed negotiations.

                           5.2.8.5 Message Validation Reports: AT&T shall
                           provide Message Validation reports to the designated
                           U S WEST System Control Coordinator once a day (or as
                           otherwise agreed to by the Parties). These reports
                           shall be provided for all data received within U S
                           WEST Local Resale feed and shall be transmitted
                           Monday through Friday.

                           5.2.8.6 Incollect Pack Processing: This report
                           provides vital statistics and control totals for
                           packs rejected and accepted and dropped messages. The
                           information is provided in the following report
                           formats and control levels:

                           U S WEST name; and
                           Reseller total messages processed in a pack;
                           Packs processed shall reflect the number of messages
                           initially erred and accepted within a pack; and
                           Reseller total packs processed.

5.3           Standards

                  5.3.1    When requested for security purposes and on an
                           exception basis when a reasonable need is
                           demonstrated, a Party shall provide the other Party
                           with Recorded Usage Data within two (2) hours of the
                           call completion or within the same period that the
                           recording Party would have that data for itself under
                           similar circumstances. If not available in EMR
                           format, the Recorded Usage Data may be provided in
                           AMA format.

                  5.3.2    U S WEST shall include the Working Telephone Number
                           (WTN) of the call originator on each EMR call record.

                  5.3.3    End user Customer usage records and station level
                           detail records shall be in packs in accordance with
                           EMR standards or applicable industry standards as
                           defined in Section 5.3.1 of this Attachment.

                  5.3.4    U S WEST shall provide Recorded Usage Data once a day
                           to AT&T on a schedule to be determined by the
                           Parties, Monday through Friday, excluding holidays.
                           The Parties shall work together to reach agreement on
                           an acceptable holiday schedule. U S WEST shall
                           provide to AT&T the Recorded Usage Data not more than
                           one (1) Business Day after termination of the call
                           for which usage data is to be provided.

                  5.3.5    U S WEST shall segregate and organize the Recorded
                           Usage Data in accordance with Section 5.2.7 of this
                           Attachment.

5.4           Standards for Transmitting and Recording Usage Data
<PAGE>

                                                                    Attachment 5

5.4.1    Within thirty (30) days after a request by AT&T, the Parties shall
jointly develop standards for transmitting and recording usage data.

     5.5 Reporting

         5.5.1        Within thirty (30) days of the Effective Date of this
                      Agreement, the Parties shall jointly develop reporting
                      procedures for the standards for transmitting and
                      recording usage data described in Section 5.4 above.

6.       Maintenance/11/

     6.1 [Intentionally left blank for numbering consistency]

6.2      General Requirements

                  6.2.1    U S WEST shall provide repair, maintenance, testing,
                           and surveillance for all Telecommunications Services
                           and unbundled Network Elements and Combinations in
                           accordance with the terms and conditions of this
                           Agreement.

                           6.2.1.1  U S WEST shall provide AT&T with the same
                                    level of maintenance support as U S WEST
                                    provides itself in accordance with standards
                                    and performance measurements that U S WEST
                                    uses and/or which are required by law,
                                    regulatory agency, or by U S WEST's own
                                    internal procedures, whichever are the most
                                    rigorous. These standards shall apply to the
                                    quality of the technology, equipment,
                                    facilities, processes, and techniques
                                    (including, but not limited to, such new
                                    architecture, equipment, facilities, and
                                    interfaces as U S WEST may deploy) that U S
                                    WEST provides to AT&T under this Agreement.

                           6.2.1.2  U S WEST shall provide a SPOC (Single Point
                                    of Contact) for Residence, and a SPOC for
                                    Business for AT&T to report via a toll free
                                    telephone number maintenance issues and
                                    trouble reports twenty four (24) hours a day
                                    and seven (7) days a week. The SPOC
                                    Residence toll free number, and SPOC
                                    Business toll free number, will be the
                                    numbers for all of U S WEST's fourteen (14)
                                    states.

                           6.2.1.3  U S WEST shall provide AT&T maintenance
                                    dispatch personnel on the same schedule that
                                    it provides its own Customers.

                  6.2.2    AT&T shall handle all interaction with AT&T Customers
                           including all calls regarding service problems,
                           scheduling of technician visits, and notifying the
                           Customer of trouble status and resolution. When a U S
                           WEST technician is on site, the customer will be
                           statused in accordance with standard U S WEST
                           procedures.

                  6.2.3    AT&T and U S WEST will provide their respective
                           customers with the correct telephone numbers to call
                           for access to their respective repair bureaus.

______________________
<PAGE>

                                                                    Attachment 5

                  6.2.4    Customers of AT&T shall be instructed to report all
                           cases of trouble to AT&T. Customers of U S WEST shall
                           be instructed to report all cases of trouble to U S
                           WEST. AT&T and U S WEST will provide their respective
                           repair contact numbers to one another on a reciprocal
                           basis.

                  6.2.5    U S WEST shall cooperate with AT&T to meet
                           maintenance standards for all Telecommunications
                           Services, unbundled Network Elements and Combinations
                           ordered under this Agreement. Such maintenance
                           standards shall include, without limitation,
                           standards for testing, network management, call
                           gapping, and notification of upgrades as they become
                           available.

                  6.2.6    All U S WEST employees or contractors who perform
                           repair service for AT&T Customers shall follow
                           mutually agreed to procedures in all their
                           communications with AT&T Customers. At a minimum,
                           these procedures, and protocols shall ensure that: U
                           S WEST employees or contractors shall perform repair
                           service that is at least equal in quality to that
                           provided to U S WEST Customers; and trouble calls
                           from AT&T Customers shall receive response time
                           priority that is at least equal to that of U S WEST
                           Customers, regardless of whether the Customer is an
                           AT&T Customer or a U S WEST Customer.

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

                  6.2.8    U S WEST shall perform scheduled maintenance,
                           including, without limitation, required and
                           recommended maintenance intervals and procedures, for
                           all Telecommunications Services, Network Elements and
                           Combinations provided to AT&T under this Agreement
                           equal in quality to that currently provided by U S
                           WEST in the maintenance of its own network./12/

                           6.2.8.1  U S WEST shall exercise its best efforts to
                                    provide the designated AT&T SPOC at least
                                    sixty (60) days' advance notice of any
                                    scheduled activity which will likely impact
                                    AT&T customers.

                           6.2.8.2  Plans for significant service affecting
                                    activities shall include, at a minimum, the
                                    following information: location and type of
                                    facilities, specific work to be performed,
                                    date and time work is scheduled to commence,
                                    work schedule to be followed, date and time
                                    work is scheduled to be completed, and
                                    estimated number of work hours for
                                    completion. Examples of such activities
                                    include, but are not limited to, office
                                    conversions, cable facility rolls, and
                                    tandem re-homes.

                  6.2.9    U S WEST shall exercise its best efforts to notify
                           AT&T of all non-scheduled activities to be performed
                           by U S WEST on any Network Element, including,
                           without limitation, any hardware, equipment,
                           software, or system, providing service functionality
                           which will likely impact AT&T Customers.

                           6.2.9.1  U S WEST shall provide to the designated
                                    SPOC maximum advance notice of such
                                    non-scheduled activities in the same time
                                    and manner that it provides to its operation
                                    service centers.

__________________________
<PAGE>

                                                                    Attachment 5

                           6.2.9.2  U S WEST shall perform emergency maintenance
                                    as promptly as possible to maintain or
                                    restore service and shall promptly advise
                                    the AT&T designated SPOC of any such actions
                                    it takes.

                  6.2.10   U S WEST shall provide AT&T a detailed description of
                           any and all emergency restoration plans and disaster
                           recovery plans which are in place during the term of
                           this Agreement. Such plans shall include, at a
                           minimum, the following: (a) provisions for immediate
                           notification to AT&T of the existence, location, and
                           source of any emergency network outage potentially
                           affecting an AT&T Customer; (b) establishment of a
                           SPOC responsible for initiating and coordinating the
                           restoration of all local services and Network
                           Elements or Combinations; (c) methods and procedures
                           to provide AT&T with real-time access to information
                           relating to the status of restoration efforts and
                           problem resolution during the restoration process;
                           (d) an inventory and description of mobile
                           restoration equipment, by location; (e) methods and
                           procedures for reprovisioning of all
                           Telecommunications Services and Network Elements or
                           Combinations after initial restoration, (f) equal
                           priority, as between AT&T Customers and U S WEST
                           Customers, for restoration efforts, consistent with
                           FCC Service Restoration guidelines, including,
                           without limitation, deployment of repair personnel,
                           and access to spare parts and components, and (g) a
                           mutually agreeable process for escalation of
                           maintenance problems, including a complete,
                           up-to-date list of responsible contacts, each
                           available twenty-four (24) hours per day, seven (7)
                           days per week.

                           6.2.10.1 For purposes of this Section 6, an emergency
                                    network outage is defined as 5,000 or more
                                    blocked call attempts in a ten (10) minute
                                    period for all Customers in a single
                                    exchange.

                           6.2.10.2 AT&T and U S WEST will work cooperatively to
                                    assess up chain (end office to tandem
                                    calls), down chain (tandem to end office
                                    calls), and overall customer impact. U S
                                    WEST categorizes, reports and reacts to
                                    network outages using FCC reporting criteria
                                    and U S WEST Abnormal Condition Report
                                    Criteria.

                  6.2.11   U S WEST and AT&T shall establish mutually acceptable
                           methods and procedures for the immediate handling of
                           misdirected calls from AT&T customers to U S WEST
                           requesting repair. The Customer shall be informed
                           that AT&T is its local service provider (LSP), and
                           the U S WEST representative will provide the AT&T
                           customer with the appropriate telephone number of the
                           AT&T repair center. If the LSP screen indicator is
                           not available, the U S WEST representative will ask
                           the AT&T customer if it knows the name of its LSP.
                           The U S WEST representative will provide the AT&T
                           Customer with the appropriate number of the AT&T
                           repair center. These calls are limited to repair
                           information only, and are not to be used for
                           marketing purposes.

                  6.2.12   When electronic interface is available, U S WEST
                           shall inform AT&T of repair completion and trouble
                           reason within ten (10) minutes upon completion. If no
                           electronic interface is available, AT&T will provide
                           a SPOC for U S WEST to call as soon as possible after
                           repair completion. U S WEST shall notify AT&T that
                           the trouble has been cleared. This is done on a
                           real-time basis. Therefore the technician will notify
                           AT&T in a similar manner, for both dispatched-in and
                           dispatched-out troubles. The report shall not be
                           considered closed until such
<PAGE>

                                                                    Attachment 5

                           notification is made. AT&T will contact its Customer
                           to determine if repairs were completed and confirm
                           the trouble no longer exists.

                  6.2.13   U S WEST and AT&T shall mutually develop escalation
                           procedures to be followed if, in AT&T judgment, any
                           performance standard defined in this Agreement is not
                           met for any individual trouble report. The escalation
                           procedures to be provided shall include names and
                           telephone numbers of U S WEST management personnel
                           who are responsible for maintenance issues and who
                           will be contacted when a trouble condition is
                           escalated.

                  6.2.14   In the event U S WEST shall fail to conform to any
                           specified performance and service quality standards,
                           identified elsewhere in this Agreement, U S WEST
                           shall perform and deliver to AT&T, a standard root
                           cause analysis of the reasons for U S WEST's failure
                           to conform, and U S WEST shall correct said cause as
                           soon as possible, at its own expense.

                  6.2.15   Dispatching of U S WEST technicians to AT&T Customer
                           premises shall be accomplished by U S WEST pursuant
                           to a request received from AT&T. AT&T shall be able
                           to schedule maintenance appointments in intervals at
                           parity with U S WEST upon opening of trouble report.

                  6.2.16   [Intentionally left blank for numbering consistency]

                  6.2.17   U S WEST shall supply AT&T with a unique number to
                           identify each AT&T initial trouble report opened.

                           6.2.17.1 U S WEST and AT&T agree to a trouble
                           priority and severity coding format for all trouble
                           reports handled between the two companies. Troubles
                           are prioritized according to appointment schedules:

                                   6.2.17.1.1 Priority 1 = Out of Service
                                   6.2.17.1.2 Priority 2 = Affecting Service
                                   6.2.17.1.3 Priority 3 = Feature Trouble

                           6.2.17.2  Customer has the ability to escalate.

                  6.2.18   U S WEST shall provide for resale any
                           maintenance/protection plans for services offered
                           under this Agreement to AT&T that it offers U S
                           WEST's own Customers.

                  6.2.19   U S WEST's current trouble reporting system does not
                           provide the capability to reopen a closed trouble
                           report. Therefore, U S WEST shall allow AT&T to
                           designate that a trouble report is associated with
                           the initial trouble report which was closed in the
                           past twenty-four (24) hours without repairs being
                           performed to the Customer's satisfaction. U S WEST
                           shall measure the frequency of these types of
                           repeated reports and will demonstrate
                           non-discriminatory treatment to AT&T.

6.2.20  Additional Unbundling Requirements

                           6.2.20.1 When trouble is reported by a Customer
                           served through unbundled Network Elements, AT&T will
                           test its network to identify any problems. If no
                           problems are identified with the AT&T network, AT&T
                           will open a trouble report with U S WEST and provide
                           switch-based test results to the U S WEST
<PAGE>

                                                                    Attachment 5

                           technician. U S WEST shall then test its portion of
                           the network and perform repairs as required in the
                           time frames set forth below in this Attachment.

                                    6.2.20.1.1   If U S WEST tests the unbundled
                                                 loop and no trouble found
                                                 ("NTF"), the same shall be
                                                 reported back to AT&T. If, upon
                                                 testing the unbundled loop, the
                                                 trouble is isolated to the
                                                 Customer side of the NID
                                                 (inside wire, CPE, etc.), AT&T
                                                 shall be billed a trouble
                                                 isolation charge ("TIC"). If,
                                                 after AT&T has opened a trouble
                                                 ticket, it cancels the trouble
                                                 ticket before a U S WEST
                                                 technician has been dispatched
                                                 on the trouble, no charges will
                                                 apply. If the U S WEST
                                                 technician has been dispatched
                                                 on the reported trouble before
                                                 the trouble ticket is canceled
                                                 by AT&T, a TIC will be applied.

                                    6.2.20.1.2   AT&T will coordinate combined
                                                 testing or repair activities
                                                 until trouble is resolved. U S
                                                 WEST shall provide repair
                                                 updates to AT&T. For trouble
                                                 isolation both Parties will
                                                 cooperatively test to isolate
                                                 the trouble as required.

6.3            Systems Interfaces and Information Exchanges

                  6.3.1    U S WEST shall cooperate with AT&T to establish
                           real-time, electronic interface by AT&T to U S WEST's
                           maintenance systems and databases. This system shall
                           be based on existing and future uniform industry
                           standards being worked in T1M1 standards committee
                           and Electronics Communications Implementation
                           Committee ("ECIC") industry forum./13/

                                    6.3.1.1 An electronic bond will be a system
                                    to system connection with immediate update
                                    capability. In no way shall this interface
                                    cause AT&T personnel to use U S WEST systems
                                    via remote hook up or any other means of
                                    access.

                                    6.3.1.2 This interface shall allow AT&T
                                    personnel to perform the following functions
                                    for AT&T Customers: (a) enter trouble
                                    reports in the U S WEST maintenance systems
                                    for an AT&T Customer, (b) retrieve and track
                                    current status on all AT&T Customer trouble
                                    report; (c) receive "estimated time to
                                    repair" (ETTR) on a real-time basis; (d)
                                    receive immediate notification in the event
                                    a repair person is unable to be present for,
                                    or anticipates missing, a scheduled repair
                                    appointment; (e) retrieve all time and
                                    material charges that apply to AT&T at the
                                    time of ticket closure (itemized by time
                                    spent, price of materials used, procedures
                                    employed, amounts incurred in each such
                                    category, and total by Customer, per event
                                    and (f) receive automated notification of
                                    case closure.

                           6.3.1.3  Automated interfaces must be provided into a
                                    centralized operations support systems
                                    database for real time network monitoring to
                                    proactively identify potential service
                                    degradation. Such systems must monitor and
                                    report on the integrity of the U S WEST
                                    network, isolate trouble, and
_____________________________________
<PAGE>

                                                                    Attachment 5

                                    where applicable (e.g., when an unbundled
                                    loop is connected to an unbundled port or
                                    when an unbundled loop includes such
                                    equipment as DCS, D4, etc.) initiate repair
                                    operations, test individual unbundled loops
                                    and generate maintenance and repair notices
                                    that impact any end user's ability to
                                    complete calls. Ongoing maintenance
                                    practices on such unbundled loops must be
                                    equal to or exceed the practices employed by
                                    U S WEST for facilities used to provide
                                    Services for Resale.

                           6.3.1.4  U S WEST agrees to develop and implement, as
                                    soon as possible, with a target date of
                                    November 1, 1997, the electronic interfaces
                                    described above.

                                    6.3.2 U S WEST agrees that AT&T may report
                           troubles directly to a single U S WEST
                           Repair/Maintenance Center for both residential and
                           business Customers. The Repair Center will have two
                           separate numbers, one for residence and one for
                           business. AT&T's Customers will be treated in the
                           same manner as U S WEST Customers.

                                    6.3.3 U S WEST shall perform all testing for
                           Resale Services. U S WEST shall provide the
                           capability for AT&T to receive MLT test results while
                           AT&T customer is on line during the initial trouble
                           report, when technically feasible in the U S WEST
                           network.

                           6.3.3.1 U S WEST shall provide test results to AT&T,
                           if appropriate, for trouble clearance. In all
                           instances, U S WEST will provide AT&T with the
                           disposition of the trouble.

                  6.3.4    U S WEST shall provide to AT&T the ability to obtain
                           the status on open maintenance trouble reports via
                           telephone or by another interface as agreed to by the
                           Parties. U S WEST agrees to provide the status of
                           residence and small business trouble reports upon
                           AT&T request.

                  6.3.5    U S WEST agrees to provide to AT&T the status for
                           open maintenance trouble reports for large business
                           Customers anytime the status of the trouble report
                           changes or upon AT&T request.

                  6.3.6    U S WEST agrees that AT&T may call U S WEST to verify
                           central office features and functions as they relate
                           to an open trouble report. U S WEST agrees to work
                           with AT&T on the initial trouble report to isolate
                           the cause of the trouble and, where possible, resolve
                           the feature/function related trouble at that time.

                  6.3.7    U S WEST agrees to proactively advise AT&T of any
                           central office failure that is known at the time of
                           any inquiry or trouble report. U S WEST agrees to
                           continue to work with AT&T toward implementing a
                           process to meet AT&T requirements for notification of
                           switch failures as soon as possible.

                  6.3.8    U S WEST agrees to provide an Estimated Time To
                           Repair (ETTR) on all residence and small business
                           trouble reports.

                  6.3.9    U S WEST agrees to develop, with AT&T's cooperation,
                           mutually acceptable workcenter interface agreements
                           to document methods and procedures for interim and
                           final interfaces for each service within (30) thirty
                           days after the
<PAGE>

                                                                    Attachment 5

                           Effective Date of its Agreement of AT&T notice to U S
                           WEST of its initiation of that service.

                           6.3.9.1  After the initial deployment of the
                                    workcenter processes, U S WEST agrees to
                                    continue working with AT&T to further
                                    develop, improve and refine the operational
                                    process described in this Agreement.

                  6.3.10   U S WEST agrees to provide AT&T with repair history
                           of previous trouble reports on customer service of
                           open trouble report.

                  6.3.11   U S WEST shall provide AT&T with the capability to
                           cancel a trouble report.

                  6.3.12   U S WEST shall provide AT&T with the capability to
                           modify a trouble report.

6.4  Standards

                  6.4.1    Maintenance charges for premises visits by U S WEST
                           employees or contractors shall be billed by AT&T to
                           its Customer.

                           6.4.1.1  U S WEST employees or contractors shall
                                    present the Customer with an AT&T provided,
                                    AT&T-branded form detailing the time spent,
                                    the materials used and an indication that
                                    the trouble has either been resolved, or
                                    that additional work will be necessary in
                                    accordance with the provisions of this
                                    Agreement.

                           6.4.1.2  If additional work is required, U S WEST
                                    employees or contractors shall call AT&T
                                    from the Customer premises so that AT&T can
                                    schedule a new appointment with U S WEST and
                                    Customer at the same time.

                  6.4.2    U S WEST agrees to work with AT&T to support
                           expeditious development of an industry standard
                           trouble report entry format and agrees to implement
                           such standard within sixty (60) days after final
                           resolution by the Network Operation Forum (NOF).

6.5  [Intentionally left blank for numbering consistency]


7.       Miscellaneous Services and Functions

7.1           [Intentionally left blank for numbering consistency]

7.2           [Intentionally left blank for numbering consistency]

7.3           Performance Measurements and Reporting

                           7.3.1    AT&T shall provide information on new
                                    Customers to U S WEST within one (1)
                                    Business Day of the order completion. U S
                                    WEST shall update the database within one
                                    (1) Business Day of receiving the data from
                                    AT&T. If U S WEST detects an error in the
                                    AT&T provided data, the data shall be
                                    returned to AT&T within two (2) Business
                                    Days from when it was provided to U S WEST.
                                    AT&T shall respond to requests from U S WEST
                                    to make corrections to database record
                                    errors by uploading corrected records within
                                    two
<PAGE>

                                                                    Attachment 5

                                    (2) Business Days. Manual entry shall be
                                    allowed only in the event that the system is
                                    not functioning properly./14/

                           7.3.2    U S WEST shall provide to AT&T, at a
                                    minimum, performance metrics and service
                                    results regarding speed of answer, average
                                    work time, abandoned from queue
                                    measurements, and disaster recovery
                                    plans/procedures./15/

7.3.3    AT&T may at its discretion, further request additional and or modified
reporting as business needs demand.

_______________________

/14/ Final Arbitration Order at pg. 67
/15/ Final Arbitration Order at pg. 67
<PAGE>

                                                                    Attachment 6

[FOR AT&T / USWC AGREEMENT ONLY]


              INTERFACE REQUIREMENTS FOR PRE-ORDERING, ORDERING,
             PROVISIONING, MAINTENANCE AND REPAIR, AND BILLING/1/

                                      I.
                                    PURPOSE
                                    -------

1.   Purpose

1.1  This Attachment 6 sets forth the interface requirements for pre-ordering,
ordering and provisioning, maintenance and repair, and billing, where AT&T
provides service to its customers through resale of U S WEST Local Services or
through the use of Unbundled Network Elements and Combinations.

2.   Use of Standards

2.1  As described below, AT&T and U S WEST agree to implement each interface
described below based upon existing and evolving industry standards or as
mutually agreed upon. The Parties shall transition the electronic interfaces to
industry standards within a timeframe mutually agreed to.

3.   Reimbursement

3.1  Reimbursement for operational interfaces shall be as determined by the
appropriate regulatory agency as set forth in this Agreement.

4.   Scope

4.1  This Attachment addresses the real-time transaction based protocols and
transport networks that will be used to exchange information for:

     .   Preorder/Ordering/Provisioning for Service Resale (SR) and Customer
             Specific Unbundled Network Elements (UNEs)
     .   Maintenance/Repair for SR and UNEs


_________________
/1/ [Note: AT&T UT Order at pp. 3-7 is addressed in this Attachment]

                                       1
<PAGE>

                                                                    Attachment 6


It also addresses the batch protocols and transport networks that will be used
to exchange information for:

     .  Recorded Customer Usage for SR and UNE
     .  Wholesale Billing for SR and UNE
     .  Recorded Usage Receivables for UNE
     .  Local Account Maintenance for SR and UNE
     .  Directory Assistance Database

The preceding list of information to be exchanged is intended to be exemplary
and does not represent a comprehensive list of such information to be exchanged
between the parties.

4.2  AT&T and U S WEST will use at least one method of exchanging preorder
information which will be real-time transaction based. AT&T and U S WEST may
also assess and determine the arrangements and conditions to support Batch file
transmittal for certain types of preorder information related to the Street
Address Guide and Switch/Feature/Facility availability.

5.   System Interfaces

5.1  For Pre-order, Order and Provisioning, an exchange protocol, such as that
based upon a subset of Common Management Interface Protocol (CMIP) transactions
referred to as Electronic Communications-Lite (EC-Lite), will be used to
transport Electronic Data Interchange (EDI) formatted content. AT&T and U S WEST
will use a TCP/IP based transport network for the exchange of EDI transactions.
AT&T and U S WEST will translate ordering and provisioning requests from the
Ordering and Billing Forum (OBF) forms into EDI transactions using mutually
agreed to mappings. The Service Order SubCommittee (SOSC) of the
Telecommunications Industry Forum/Electronic Data Interchange (TCIF/EDI)
committee interpretations of the 850, 855, 860, 864, 865, 870, and 977
transactions, in accordance with the OBF forms, will be used to convey all the
necessary data to connect, modify or disconnect local exchange services.

5.2  For Maintenance and Repair, the CMIP transactions referred to as Electronic
Bonding - Trouble Administration (EB-TA) will be used. AT&T and U S WEST will
use an X.25 transport network which is the currently defined standard.

5.3  For Billing, AT&T and U S WEST will use EDI 811 and OBF Billing Output
Specification (BOS) formats via CONNECT:Direct. Section 13 further defines the
conditions when one or the other format will be used.

5.4  For Local Account Maintenance (LAM), AT&T and U S WEST agree to use
CONNECT:Direct.

5.5  For Directory Assistance Database Information, AT&T and U S WEST agree to
use a batch protocol and transport network that is yet to be determined and will
be addressed in the Joint Implementation Agreement (JIA) described in Section 18
of this Attachment.

5.6  Modifications to OBF forms that are required due to the absence of, or
existence of unnecessary data fields, contents, or formats will be addressed in
the Joint Implementation Agreement described in Section 18 this Attachment
("JIA") .

6.   Real Time Performance

6.1  The pre-order real time interface will support the AT&T customer contact as
executed within AT&T's Sales and Service Centers. Gateway-to-gateway query-
response cycle time

                                       2
<PAGE>

                                                                    Attachment 6


performance requirements will be specified as part of the Joint Implementation
Agreement described in Section 18 of this Attachment.

6.2  The transaction response time U S WEST provides to AT&T Sales and Service
Center will be equal in quality with that which U S WEST provides to itself or
other telecommunications carriers. For purposes of this Attachment, U S WEST
agrees to provide AT&T benchmarking information for end-user performance based
on transaction volumes (nominal - light volume, standard - typical volume, and
worst case - heavy volume) AT&T. AT&T may request an improvement in the
transaction response time U S WEST provides to AT&T's Sales and Service Center
above that which U S WEST provides to itself or other telecommunications
carriers. through the Bona Fide Request process, (as that process is defined in
the Part A of this Agreement should cycle times not meet AT&T's business
requirements.

7.   Compliance with Industry Standards

7.1  AT&T and U S WEST agree to discuss the modification of these interfaces
based upon evolving standards (e.g., data elements, protocols, transport
networks, etc.) and guidelines issued by or referenced by relevant Alliance for
Telecommunication Industry Solution (ATIS) committees. Establishment of new, or
changes to industry standards and guidelines will be reviewed on no less than an
annual basis commencing on the Effective Date of this Agreement. This review
will consider standards and guidelines that have reached final closure as well
as those published in final form. Both parties agree to evaluate evolving
standards and mutually determine the relevant modification to be implemented
based upon the latest approved version adopted or the latest version reflecting
final closure by the relevant (ATIS) committee or subcommittee. The parties will
use reasonable effort to reach closure upon the necessary changes within no more
than three (3) months of initiating each review and to implement the changes
within nine (9) months or earlier, if reasonably possible, unless there is
mutual agreement to a different implementation schedule.

7.2  In the course of establishing operational ready system interfaces between U
S WEST and AT&T to support Local Service delivery, AT&T and U S WEST may need to
define and implement system interface specifications that are supplemental to
existing standards. Where mutually agreed to, AT&T and U S WEST will submit such
specifications to the appropriate standards committee and will work towards its
acceptance as a standard.

8.   Scheduled Availability

8.1  AT&T and U S WEST agree to an operational/production readiness as soon as
possible with a target date of November 1, 1997 for the delivery of all systems
interfaces described within this document, with the mutual understanding that
(1) product delivery content is dependent on requirements definition and the
time required to develop to these requirements and (2) operational readiness is
dependent upon satisfactory test results for the transaction volumes projected
by AT&T. AT&T and U S WEST agree to work to mutually identify, prioritize and
track those functions which may need to be positioned in a subsequent systems
interface delivery. These functions will be jointly reviewed to define the time
frame for development of subsequent releases of the system interfaces and
establish mutually agreeable delivery dates.

8.2  AT&T and U S WEST agree that project schedules, timelines, milestone
deliverables, reporting processes, among others, will be specified in the Joint
Implementation Agreement (Section 18). These schedules and deliverables will be
reviewed and revised as needed as part of regularly scheduled meetings conducted
throughout the development/implementation cycle.

9.   Pre-Order

                                       3
<PAGE>

                                                                    Attachment 6


9.1   The Parties agree that the exchange of preordering information for resale
services and for services provided using UNEs will be transmitted over the same
interface.

9.2   AT&T and U S WEST will establish a transaction-based electronic
communications interface based upon the most current (as of the Effective Date
of this Interconnection Agreement) version of the Service Order Subcommittee
(SOSC) implementation guideline for Electronic Data Interchange (EDI). An
exchange protocol, such as Electronic Communications-Lite (EC-Lite) will be used
to transport EDI formatted content necessary to perform inquiries including but
not limited to: switch/feature/facility availability, address verification,
telephone number assignment, appointment scheduling, and customer service record
requests. Without limiting other restrictions which may apply, customer service
records are provided for the limited purpose of supporting the resale of U S
WEST local exchange services by AT&T or the sale of unbundled elements on behalf
of that Customer. The use of records in a manner not associated with the
ordering process, is expressly forbidden, and is a violation of the terms of
this Agreement.

10.   Order and Provisioning

10.1  When AT&T is the customer of record for the resold local exchange
service(s), the exchange of information relating to the ordering and
provisioning of local exchange service will be based upon the American National
Standards Institute (ANSI) Accredited Standards Committee (ASC) X12 Standards as
documented by the SOSC of the Telecommunications Industry Forum/Electronic Data
Interchange (TCIF/EDI) committee. The Implementation Guidelines for Electronic
Data Interchange EDI Guidelines Customer Services Issue 7 will be used as a
baseline for implementation despite the fact that this document may not have
reached final approval stage by the Effective Date of this Agreement. An
exchange protocol, such as EC-Lite will be used to transport EDI formatted
content. The information exchange will be forms-based, using Local Service
Request (LSR) Form, End User Information Form, and the Resale Service Form
developed by the OBF as specified in the August 1996 version of the OBF forms in
Bellcore SR STS-4710XX, and for Directory Listings, included with a local
service request, as specified in SR STS-471102.

10.2  The end-user specific UNE order will be based upon OBF LSR forms. The
applicable SOSC implementation guidelines described previously also apply to the
End-user Specific Provisioning UNE orders. U S WEST and AT&T agree that the
information exchange will be forms-based using the Local Service Request Form,
End User Information Form, Loop Service Form (which may ultimately be renamed
the Loop Element form) and Port Form (which may ultimately be renamed the Switch
Element Form) developed by the OBF. End-user-specific Network Elements, or
Combinations thereof, to be supported in UNE orders shall be as permitted in
this Agreement for unbundled Network Elements and subject to FCC and state
regulatory requirements.

10.3  Subject to regulatory direction or mutual agreement relative to the
requirement of providing combinations of UNE components, AT&T and U S WEST will
establish a method to relate, track and process as a single entity the
individual U S WEST provided End-user specific UNE components specified at the
time of the initial order.

10.4  AT&T and U S WEST will use the same transaction based protocol, such as
EC-Lite, and transport network specified for service resale for End-user
specific UNE orders.

10.5 The ordering of common use (non-end user specific) UNEs, as may be
permitted under this Agreement for unbundled elements and subject to FCC and
state regulatory requirements, will be supported by a process separate from that
described in the preceding paragraphs for end-user-specific UNEs, such system to
be the same or similar to the mechanized process used for trunk service requests
or another process or system as appropriate and determined by mutual

                                       4
<PAGE>

                                                                    Attachment 6


agreement. Unless U S WEST is otherwise required by AT&T, this process will not
employ the electronic interfaces specified in this Agreement, unless modified by
separate agreement. U S WEST will support, if and to the extent required by law,
this Agreement or mutually agreed to, interconnection and operation of End-user
specific UNEs used in combination with common use UNEs. The systems and ordering
process as outlined herein is separate and apart from the Bona Fide Request
process agreed to by the parties. The Joint Implementation Agreement (Section 18
of this Attachment 6) will address the details related to defining a mechanism
to correlate End-user-specific UNE orders placed via system interfaces with
Common Use UNEs that may have been previously ordered.

10.6  U S WEST will accept an 860 transaction that contains the complete refresh
of the previously provided order information (under the original 850
transaction) simultaneously with the delivery of supplemental (new/revised)
information from AT&T, subject to mutually agreed upon business rules. This
treatment with respect to the 860 transaction will be accepted by both parties
until the SOSC explicitly clarifies the information exchanges associated with
supplementing orders, or AT&T and U S WEST mutually agree to change the
treatment.

11.   Maintenance and Repair

11.1  The exchange of maintenance and repair information, for both U S WEST
retail local exchange services to be resold by AT&T and for services AT&T
provides using a U S WEST UNE or combinations of U S WEST UNEs, will be
transmitted over the same interface.

11.2  For the purpose of exchanging fault management information, AT&T and U S
WEST will establish an electronic bonding interface, based upon ANSI standards
T1.227-1995 and T1.228-1995, and Electronic Communication Implementation
Committee (ECIC) Trouble Report Format Definition (TRFD) Number 1 as defined in
ECIC document ECIC/TRA/95-003, and all standards referenced within those
documents. The parties will use the functions currently implemented for
reporting access circuit troubles. These functions include, but are not limited
to: Enter Trouble, Request Trouble Report Status, Add Trouble Information,
Modify Trouble Report Attributes, Trouble Report Attribute Value Change (AVC)
Notification and Cancel Trouble Report, all of which are fully explained in ANSI
T1.227/T1.228-1995. Additional functions not currently implemented by the
parties or defined by the standards may be supported by mutual agreement (e.g.
Test Access and Trouble History).

11.3  Modifications that are required due to the absence of, or existence of
unnecessary data fields, contents, or formats will be addressed in the Joint
Implementation Agreement (JIA) described in Section 18 of this Agreement.

12.   Recorded Customer Usage

12.1  U S WEST will record the mutually agreed upon Customer usage data that
AT&T requires for its retail local service Customers. The content of such data
will be based upon a mutually agreeable interpretation of the BellCore Exchange
Message Record (EMR) format to be documented within the JIA. U S WEST will
provide electronic transmission of the recorded data using CONNECT:Direct daily
on Monday through Friday on a schedule to be determined in the Joint
Implementation Agreement (excluding holidays). This interface and format will be
used to deliver recorded usage when AT&T is reselling retail local exchange
services of U S WEST and when usage is associated with Customers served by AT&T
through one or more UNEs provided by U S WEST. AT&T and U S WEST will mutually
agree upon the conditions when customer usage data recording will be provided on
behalf of AT&T.

13.   Billing Format for Service Resale (SR) and Unbundled Network Elements
      (UNE) Payables

                                       5
<PAGE>

                                                                    Attachment 6


13.1  Billing information for unbundled loop and port elements that are flat
rated will be provided in a single EDI 811 format across all U S WEST regions
via Connect:Direct. Billing information for unbundled trunks/interoffice
transport elements that are flat rated will be provided in a BOS format via
Connect:Direct and will appear in the Customer Service Record of the facility
bill. Billing information for SR products and services that are flat rated will
be provided in a single EDI 811 format across all U S WEST regions via
Connect:Direct. Exceptions include, but are not limited to, frame relay which
will be provided in a BOS format via Connect:Direct. The display of rating codes
and the associated charge will be mutually agreed upon in both formats. Charges
associated with a specific loop will reflect the circuit ID format.

13.2  For usage-rated billing, U S WEST will issue bills to AT&T for SR/UNE in
the formats described under the flat-rated SR/UNE billing section. Usage rated
billing for SR/UNE will be uniquely identified and displayed in the Usage
Sections of the bill. For products using BOS format, jurisdiction will be
specified per BOS guidelines. Conversation time, by chargeable traffic type,
will be displayed and billed per applicable tariffs. Delivery of usage rated
SR/UNE bills will be provided as described under the flat-rated SR/UNE billing
section.

13.3  UNEs which U S WEST agrees to provide, under the terms and conditions of
the Agreement, or to the extent required by law, that are recombined as a single
service, will be grouped together by U S WEST and displayed together on the
bill.

14.   Recorded UNE Local or Access Usage Receivables

14.1  U S WEST will record all agreed upon originating and terminating usage
billed to and associated with a UNE provided by U S WEST to AT&T. The usage
recorded will be in the same BellCore Exchange Message Record format discussed
within Section 12 and will be subject to the same terms and conditions for
modification and/or replacement of the format as discussed in Section IX.

14.2  AT&T and U S WEST will mutually agree upon the Local and Long Distance
access customer usage data recording that U S WEST will provide to AT&T
consistent with FCC and State regulatory guidelines and requirements, so that
AT&T may bill other carriers for the local and exchange access usage charges to
which AT&T is entitled, if any. AT&T and U S WEST will perform mutually
agreeable systems testing, as documented in the Joint Implementation Agreement
(Section 18), as soon as possible with a target date of November 1, 1997.

14.3  U S WEST will provide electronic transmission of the recorded usage using
CONNECT:Direct daily on Monday through Friday on a schedule to be determined in
the Joint Implementation Agreement (excluding holidays). The same or similar
interface used for delivery of recorded customer usage, discussed in Section 12,
will be used for delivery of the recorded usage discussed in this section.

15.   Local Account Maintenance

15.1  When acting as the switch provider for AT&T, where AT&T either is
reselling retail services of U S WEST or employing UNEs to provide local
service, U S WEST will notify AT&T whenever the local service Customer transfers
service from AT&T to another local service provider. U S WEST will provide this
notification via CONNECT:Direct using a mutually agreeable 4 digit Local Use
Transaction Code Status Indicator (TCSI) that will be used to indicate that the
retail customer is terminating local service with AT&T. This notice will be
provided on the next processing day after implementing the transfer, where
processing days are Monday through Friday (excluding holidays). The TCSI, sent
by U S WEST, will be in the 960 byte industry standard CARE record format.

                                       6
<PAGE>

                                                                    Attachment 6


15.2  AT&T and U S WEST will process account changes that affect only the pre-
subscribed intraLATA and/or interLATA toll provider (PIC) via a Change service
order form using the same EC-Lite transaction based protocol and transport
network employed for ordering resale service as specified in Section 10.

15.3  When appropriate regulatory guidelines exist, U S WEST will use the
industry standard CARE message TCSI 3148 to reject an IXC initiated change of
the Primary Interexchange Carrier (PIC), where U S WEST is the switch provider
either for the retail local services of U S WEST that AT&T resells or UNEs of U
S WEST that AT&T employs in providing service.

15.4  Agreement by U S WEST and AT&T to the Local Account Maintenance described
above does not, in any way, set a precedence or remove any obligation for U S
WEST and AT&T to work towards an industry solution for supporting customer
movement between and among other ILECs and CLECs.

16.   Directory Assistance Database

16.1  AT&T and U S WEST will use a batch protocol and transport network to
exchange Directory Assistance Database information similar to existing U S WEST
listings products (i.e., DA EUSL, DA EUSL Updates). The specific protocol and
transport network to be used has not been determined or mutually agreed to and
will be specified in the JIA.

16.2  Without limiting other restrictions which may apply, directory service
listing products are provided for the limited purpose of supporting provision of
services as outlined in this Agreement. The use of listings in a manner not
associated with this use, is expressly forbidden, and is a violation of the
terms of this Agreement.

17.   Testing and Acceptance

17.1  The Parties will test the interfaces developed under this Attachment. The
intent of the end-to-end integrity testing is to establish, through the
submission and processing of test cases, that transactions agreed to by AT&T and
U S WEST will successfully process, in a timely and accurate manner, through
both parties' supporting OSS as well as the interfaces. Irreconcilable
differences regarding the interpretation of operational status of the interfaces
will be handled through the Dispute Resolution Process as defined in Section 27
of Part A of this Agreement.

17.2  An interoperability testing suite shall ensure the implementation of
functions, capabilities, and acceptance criteria enumerated in the JIA, with
both parties agreeing to resolve any material defects in the software.

17.3  The test process shall include a series of tests in which the
transactions, representative of the predominant business transactions associated
with local customer servicing, are performed side-by-side using the mediated
access gateway interface to U S WEST Legacy systems and the Legacy system
interface utilized by U S WEST service representatives and repair attendants.
The purpose of this series of tests will be to verify that the performance and
response times visible to a user of the mediated access gateway for nominal and
worst case scenarios with the same level of quality in accordance with the Act.

17.4  U S WEST does not warrant that its systems and access to those systems
will be error-free.

                                       7
<PAGE>

                                                                    Attachment 6


17.5  Products and services already billed via the Integrated Access Billing
System (IABS) will be included in the existing pre-bill certification process
for general availability and a re-certification process conducted in accordance
with current practices. For products and services billed outside of IABS, the
parties will work towards establishing a mutually agreed upon pre-bill
certification process.

17.6  AT&T and U S WEST agree that metrics are required in order to monitor the
performance and assure the on-going delivery of non-discriminatory access to U S
WEST systems for pre-order/ordering/provisioning, maintenance/repair, billing,
and directory assistance databases. A performance measurement plan that
addresses the definition, measurement, and review of quality, timeliness,
accuracy and availability of each interface and associated transactions or files
will be jointly developed and documented within the JIA for each interface.

17.7  AT&T and U S WEST agree to periodic status meetings to review the overall
progress toward introducing fully operational interfaces capabilities as soon as
possible with a target date of November 1, 1997.

17.8  Results of testing shall be considered Confidential Information, except
that such results may be provided pursuant to this Agreement and law.

18.   Joint Implementation Agreement Development

18.1  AT&T and U S WEST recognize that the preceding provisions are not
sufficient to resolve all, technical and operational details related to the
interfaces described. Therefore, AT&T and U S WEST agree to document the
additional, technical and operational details in the form of a Joint
Implementation Agreement (JIA). The purpose of the JIA is to establish the
working details of the systems interfaces between the two parties, and as such,
they will not be submitted to the Commission for approval as amendments to the
Agreement. These JIA may be modified, by mutual agreement, over the life of this
Agreement without subjecting the balance of the Agreement to renegotiation or
modification.

18.2  Both parties further agree that any technical, operational or
implementation issues directly associated with the systems interfaces, once
identified at the working team level, may be escalated by the initiative of
either party thirty (30) days after an issue is identified. The escalation will
proceed first to the senior management of both companies who will seek to
resolve the issue. Within fourteen (14) days after a request by AT&T, AT&T and U
S WEST will document the agreed upon escalation process including the names and
contact information of responsible senior management. If an issue is not
resolved within thirty (30) days following receipt of the issue by senior
management, either party may submit the issue to the Alternative Dispute
resolution process contained in Section 27 of Part A of this Agreement.

18.3  AT&T and U S WEST will document an overall project implementation schedule
within sixty (60) days after a request by AT&T. This schedule will be mutually
binding and can be modified by mutual consent.

18.4  In addition, AT&T and U S WEST agree to document both a topical outline
for the JIA, and establish a schedule for identifying, discussing, resolving and
documenting resolution of issues related to each aspect of the JIA topical
outline for each interface discussed in this document. In no case will either
end to end integrity testing or load testing begin without both parties mutually
agreeing that each interface JIA documents the intended operation of the
interface scheduled for testing. In the event the parties can not agree prior to
one hundred and twenty (120) days of the operational/production readiness date
for delivery of all system interfaces described within this Attachment, disputes
over the sufficiency of documentation will be submitted

                                       8
<PAGE>

                                                                    Attachment 6


to arbitration pursuant to the Alternative Dispute Resolution process contained
in Section 27 of Part A of this Agreement.

18.5  By mutual agreement, specific paragraphs or entire sections of this
Agreement may be identified and documented to serve the purpose described for
the Joint Implementation Agreement for specific interfaces. Any issues
identified and subsequently resolved through either the end-to-end integrity or
load testing processes will be incorporated into the impacted interface section
of the JIA within thirty (30) days of issue resolution.

18.6  An illustrative outline for a JIA follows:

 .    Introduction
 .    Purpose of Joint Implementation Agreement
 .    Terms of Agreement
 .    "System"  Interface
         .    Business Process and Data Requirements
         .    Overall Responsibilities
         .    Identification & Definitions of Activities
         .    Information To Be Provided Per Transaction
         .    Process Information for Each Activity & Transaction
 .    Delivery Criteria
         .    Data Standard
         .    Message Protocol
         .    Transmission Protocol
         .    Destination
         .    Frequency Of Data
         .    Deviations to Generic Specification
         .    Error Processing
         .    Process for Notification of Late Transmittals
         .    Escalation & Expedite Procedures
         .    Transaction Response Times
         .    File Format Specifications
         .    Rules for the Physical Interface
         .    File Structure
         .    Data Format
         .    Error Controls
         .    Physical Tape Specifications
         .    Site Information
         .    Contact Person
         .    Transmission Hours
 .    Testing
         .    Cooperative Testing
         .    Pairwise Testing
         .    ETE Testing
         .    Test Order ETE (Employees)
         .    Future Testing Requirements
 .    Interface Metrics
         .    Data Timeliness
         .    Data Completeness
         .    Data Accuracy
 .    Contact Information
         .    Contacts/Escalation Contacts

                                       9
<PAGE>

                                                                    Attachment 6


         .    Schedules for Center Operations (days/hours of Operation)
 .    Data Requirements
         .   Retention of Data
         .    Back-up and Recovery Procedures
         .    Disaster Recovery
         .    System Change Notification
         .    Guarding of Proprietary Data
 .    Reporting Information
         .    Reports to be Generated
         .    Frequency
         .    Data Requirements
         .    Transmission
 .    Change Control Process
 .    Issue Resolution Process
 .    Termination of Interface Notification


                                      10
<PAGE>

                                                                    Attachment 7



                            IMPLEMENTATION SCHEDULE


1.   Local Service Resale

     1.1  Within ninety (90) days after a request by AT&T, U S WEST shall
          provide for resale all services designated in this Agreement.  Once
          service is initiated in an area, the ordering and provisioning
          intervals will be as specified in this Agreement and/or adopted by the
          Commission.

          Additionally, the Parties shall meet to negotiate the following
          categories of intervals in the event the Commission has not designated
          such intervals:

          1.1.1  Local service with no dispatch;
          1.1.2  Local service with dispatch;
          1.1.3  Feature changes with no dispatch;
          1.1.4  Disconnect with no dispatch; and
          1.1.5  Disconnect with dispatch./1/


2.   Unbundled Network Platform (All Network Elements in Combination)

     2.1  Within one hundred and twenty (120) after a request by AT&T, U S WEST
          shall offer all services, Network Elements and any Combinations
          thereof designated in this Agreement.  Once service is initiated in an
          area, the ordering and provisioning intervals will be as specified in
          this Agreement and/or adopted by the Commission.

          Additionally, the Parties shall meet to negotiate the following
          categories of intervals in the event the Commission has not designated
          such intervals:

          2.1.1  Local service with no dispatch;
          2.1.2  Local service with dispatch;
          2.1.3  Feature changes with no dispatch;
          2.1.4  Disconnect with no dispatch; and
          2.1.5  Disconnect with dispatch./2/

3.   Interconnection Trunking for Local Service

     3.1  Within thirty (30) days after a request by AT&T or such other time
          period as the Parties may mutually agree,  U S WEST shall provide
          interconnection trunk groups necessary for the mutual exchange of
          traffic or combined trunk groups as necessary or required for
          efficiency and interconnection billing to locations specified by AT&T.
          Subsequent to this thirty (30) days, interconnection trunk orders
          shall be processed as specified in this Agreement and/or adopted by
          the Commission./3/

-------------------------------------
/1/ Final Arbitration Order at pg. 68
/2/ Final Arbitration Order at pg. 69
/3/ Final Arbitration Order at pg. 70

                                       1
<PAGE>

                                                                    Attachment 7

4.   Ancillary Trunking

     4.1  Within ninety (90) days after a request by AT&T, U S WEST shall
          provide:

          4.1.1  E-911 Trunking in cooperation with AT&T;
          4.1.2  SS7 Interconnection and Certification in cooperation with AT&T;
                 and
          4.1.3  Directory Listings Arrangements and Directory Assistance
                 Interconnection.

5.   Unbundled Loops

     5.1  Within sixty (60) days after Collocation has been provided pursuant to
          the terms of this Agreement, U S WEST shall provide unbundled loops at
          designated end offices.  Subsequent unbundled loops should be made
          available pursuant to ordering intervals as specified in this
          Agreement and/or adopted by the Commission.

6.   Collocation

     6.1  Collocation will be provided upon request pursuant to the terms and
          conditions of this Agreement.

7.   Access To Poles, Ducts and Rights of Way

     7.1  Access to Poles, Ducts and Rights of Way shall be provided upon
          request, pursuant to the terms and conditions of this Agreement.

8.   Interim Number Portability

     8.1  Interim Number Portability capabilities, as specified in this
          Agreement, shall be made available in specified locations ninety (90)
          days after a request by AT&T and within appropriate service order
          windows thereafter.  Interim Number Portability shall be capable of
          being ordered electronically with a target date of December 1, 1997.

                                       2
<PAGE>

                                                                    Attachment 7

9.   Operational Support System

     9.1  Operational Support Systems shall be available for preordering,
          ordering, provisioning, maintenance, repair and billing under the
          following target schedule:/4/

          9.1.1  Service Resale for POTS and Multiline Hunt Group up to 12 lines
          9.1.2  Complex Business Services
          9.1.3  Interim Number Portability
          9.1.4  Unbundled Network Platform/5/
          9.1.5  Other elements within the Agreement or as agreed to by the
                 Parties.

<TABLE>
<CAPTION>
     ---------------------------------------------------------------------------------------------------------------------
                                       IMA                   EDI                     EBTA                 Billing
     ---------------------------------------------------------------------------------------------------------------------
     <S>                            <C>                   <C>                     <C>                     <C>
     9.1.1                          01-01-97              01-01-98                04-14-98                12-31-96
     ---------------------------------------------------------------------------------------------------------------------
     9.1.2                          11-15-97              02-28-99                  TBD                   12-31-96
     ---------------------------------------------------------------------------------------------------------------------
     9.1.3                          09-30-98              09-30-98                  TBD                   07-31-97
     ---------------------------------------------------------------------------------------------------------------------
     9.1.4                            TBD                   TBD                     TBD                      TBD
     ---------------------------------------------------------------------------------------------------------------------
     9.1.5                            TBD                 02-28-99                   -                        -
     ---------------------------------------------------------------------------------------------------------------------
</TABLE>

     Note:

     1.   The above matrix deliverable dates after 05-01-98 are commitments
          with the opportunity to further refine and accelerate as the
          requirements and design processes are completed and obtain
          business approval.
     2.   9.1.2 U S WEST relates the term "Complex Business Services" to
          Private Line, Centrex, and ISDN
     3.   9.1.4 U S WEST does Unbundled Loop, not Rebundling.
     4.   9.1.5 refers to Port.  All other elements within the Agreement as
          agreed to by the Parties.













-------------------------------------
/4/ Final Arbitration Order at pg.72. This section was revised by U S West
    pursuant to the Final Arbitration Order at pg. 72. AT&T does not agree that
    U S WEST's revision complies with the Final Arbitration Order, which
    required U S WEST to "provide replacement dates for the stricken dates."
/5/ U S WEST will review any requirement to provide unbundled network elements
    in combination after a decision on the final appeal of this issue.

                                       3
<PAGE>

NOTE: RATES UPDATED TO REFLECT CHANGES TO RESALE DISCOUNT RATES PER COMMISSION
ORDER, EFFECTIVE 5/1/00. SEE DOCUMENT FOLLOWING.

                                       1
<PAGE>

Qwest Communications International Inc.
Law Department
Contract Development & Services
7800 E. Orchard Rd., #250
Englewood, CO  80111
Telephone  (303) 793-6615
Facsimile  (303) 793-6633
E-mail  kxdealy@uswest.com

Karen K. Dealy
Contract Specialist


August 21, 2000


Via Airborne Express

Ms. Charlotte Fields                    Richard Thayer, Esq.
AT&T Corp.                              AT&T Corp.
1875 Lawrence St., 10/th/ Floor         1875 Lawrence St., 15/th/ Floor
Denver, CO 80202                        Denver, CO 80202

Re:  Wireline Interconnection and Resale Restructured Rates for the State of
     Utah Based Upon the Public Service Commission of Utah Decision in Docket
     No. 94-049-20

Dear Ms. Fields and Mr. Thayer:

In accordance with the Wireline Interconnection Agreement between Qwest
Corporation (formerly doing business as U S WEST Communications, Inc.) and AT&T
Communications of the Mountain States, Inc. ("Agreement"), enclosed is a
replacement Appendix B for the Agreement.  The Appendix reflects the
restructured resale discount rates based upon the Order Approving Stipulation
issued February 28, 2000, by the Public Service Commission of Utah in Docket No.
99-049-20.  The rate change became effective May 1, 2000.

If you have any questions, please call your Account Manager.


Sincerely,



Karen K. Dealy

Enclosure


                                       2
<PAGE>

These are permanent rates as established by the Public Service Commission of
----------------------------------------------------------------------------
Utah in Docket No. 94-049-20, Order Approving Stipulation
---------------------------------------------------------

                                   APPENDIX B

            UTAH PUBLIC SERVICE COMMISSION APPROVED RESALE DISCOUNTS
         FOR US WEST COMMUNICATIONS, INC. SERVICES THAT ARE PROVIDED TO
            COMMISSION CERTIFIED COMPETITIVE LOCAL EXCHANGE CARRIERS
                   (REFERENCE DOCKET NO. 94-999-01, Phase 1)

NOTE: All prices set forth in this Appendix B are subject to change if the
 Commission so orders in its pricing dockets.

                                                 AVERAGE DISCOUNT APPLIED TO
SERVICE CATEGORIES                                TO RETAIL TARIFFED RATES
------------------                               ----------------------------

Group 1:                                                    12.2%
        Basic Residence and Business
        Central Office Features
        Listing Services
        ISDN

Group 2:                                                    22.4%
        PBX
        Centron/Centron Services

Group 3:                                                    10.7%
        Private Line
        Advanced Communications Services

Group 4:                                                    15.0%
        Operator and Directory Assistance Services

Group 5:                                                    14.2%
        Message Toll Services
        Optional Calling Plans
        800 Services

        Composite Average of All Groups                     13.3%
-----------------------------------------------------------------

On a non-discriminatory basis, U S WEST will determine the pricing, terms and
conditions of any resold deregulated telecommunications service.  Disputes
regarding pricing of resold deregulated telecommunications services shall be
handled according to the Dispute Resolution Section of this Agreement.