<PAGE>


                                 AMENDMENT NO. 1
                                       TO
                                  IRU AGREEMENT

THIS AMENDMENT NO. 1 to the IRU Agreement (the "First Amendment") is made and
entered into as of this 16th day of June, 2000 (the "Effective Date") by and
between QWEST COMMUNICATIONS CORPORATION ("Qwest"), E.VOLVE TECHNOLOGY GROUP,
INC. ("E.Volve") and AXISTEL COMMUNICATIONS, INC. ("AxisTel") (collectively
E.Volve and AxisTel shall be referred to as "Customer"). Qwest and Customer are
sometimes collectively referred to herein as the "Parties."

WHEREAS, Qwest and E.Volve entered into that certain IRU Agreement effective as
of September 30, 1999, (the "Agreement"); and

WHEREAS, the Parties desire to modify the Agreement to reflect the IRU Capacity
to be purchased by Customer from Qwest, and other changes described herein, as
more particularly described below; and

NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged. the
Parties agree as follows:

         1. This Agreement is modified, amended and restated by incorporation of
all redlined changes made to the copy of the original Agreement attached hereto
as Exhibit A.

         2. Section 3 of the Agreement is hereby amended by deleting Section 3.2
in its entirety. The IRU Fee and the Monthly Recurring O&M Fees set forth in
Exhibit A to the Agreement shall be satisfied by the Payment Letter, dated the
date hereof, delivered by eVentures Group. Inc. to Qwest and acknowledged by
Qwest. All other payment terms set forth in the Agreement with respect to the
IRU Fee shall no longer apply.

         3. The Monthly Recurring O&M Fees described in Section 3.3 and Exhibit
A to this Agreement shall be revised downward to ten thousand ($10,000) dollars
per month, which amount shall be due on a monthly basis though the term of the
IRU User Route granted hereunder.

         4. Upon the Effective Date of this First Amendment, the parties agree
to substitute AxisTel for E.Volve as the Customer of record. E.Volve hereby
agrees that it will no longer be a party to this Agreement, and that it will
remain responsible only for those obligations that may have accrued prior to
AxisTel's substitution hereunder. Unless Qwest provides notice to E.Volve for
those obligations that may have accrued prior to AxisTel's substitution
hereunder as of the Effective Date of this First Amendment, E.Volve has no
further obligations under the Agreement.

         5. The Agreement is hereby amended by adding the following new Section
5.4:



<PAGE>


                  "Upon mutual agreement of the parties, Customer may, upon
                  thirty (30) days written notice provided to Qwest, sell back
                  on a one-time basis the IRU User Route set forth in Exhibit A
                  in exchange for Customer's purchase, upon similar terms and
                  conditions as those described herein (including term) of: (i)
                  an IRU with greater bandwidth than the IRU sold and along the
                  same User Route, or (ii) alternative IRU User Route(s) (i.e.,
                  ones with comparable or greater bandwidth but along different
                  User Routes) (each referred to as an "Upgrade"). In the event
                  Customer wants to sell back a circuit for purposes of
                  upgrading, the Qwest repurchase price will be for fair market
                  value of the IRU User Route being purchased by Qwest as of the
                  repurchase date. This Upgrade clause shall be available during
                  the three (3) year period following the Effective Date and the
                  IRU Fee applicable to the Upgraded circuit shall be provided
                  by Qwest prior to Customer's purchase. All purchases of
                  additional Capacity pursuant to this Section 5.4 are subject
                  to availability."

         6. This First Amendment and the Agreement constitute the complete
agreement of the Parties concerning the subject matter hereof, and supersede any
prior written or verbal statements, representations, and agreements concerning
the subject matter hereof. Except as expressly modified by this First Amendment,
the Agreement is and will remain in full force and effect in accordance with its
terms and constitutes the legal and binding obligations of the Parties.



                                       -2-

<PAGE>

IN WITNESS WHEREOF, an authorized representative of each Party has executed this
First Amendment as of the dates set forth below.


QWEST COMMUNICATIONS CORPORATION                  E.VOLVE TECHNOLOGY GROUP, INC.



By: /s/ GREGORY M. CASEY                          By: MITCHELL C. ARTHUR
    -------------------------------------------       --------------------------

Name: Gregory M. Casey                            Name: Mitchell C. Arthur
      -----------------------------------------         ------------------------

Title: Senior Vice President, Wholesale Markets   Title: Vice President
       ----------------------------------------          -----------------------

Date: June 16, 2000                               Date: June 16, 2000
      ----------------------------------------          ------------------------


         [STAMP]


                                                  AXISTEL COMMUNICATIONS, INC.

                                                  By: /s/ MITCHELL C. ARTHUR
                                                      --------------------------
                                                  Name: Mitchell C. Arthur
                                                        ------------------------
                                                  Title: President
                                                         -----------------------
                                                  Date: June 16. 2000
                                                        ------------------------



                                      -3-
<PAGE>



                                    EXHIBIT A

                                  IRU AGREEMENT

         THIS IRU AGREEMENT (the "Agreement") is made and entered into as of
this 30th day of September, 1999 ("Effective Date"), by and between QWEST
COMMUNICATIONS CORPORATION, a Delaware corporation ("Qwest"), and E.VOLVE
TECHNOLOGY GROUP. INC., a Nevada corporation ("Customer").

                                    RECITALS:

WHEREAS, Qwest owns and operates a fiber optic telecommunications network
between various points in the United States;

WHEREAS, Customer desires to obtain certain indefeasible rights of use to
certain telecommunications capacity to be provided by means of Qwest's domestic
fiber optic telecommunications network; and

WHEREAS, Qwest desires to hereby grant and Customer desires to be granted
certain indefeasible rights of use to such capacity as more fully set forth
herein;

NOW THEREFORE, in consideration of the mutual promises set forth below, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

The following terms shall have the meanings set forth in this Article when used
in this Agreement, unless explicitly stated to the contrary:

1.1 "Affiliate" means any person, which directly or indirectly controls or is
controlled by, or is under common control with, a party hereto.

1.2 "Capacity" means the digital transmission capability of a given portion of
the Qwest Network designed to transmit digital signals at a stated rate and
otherwise perform in accordance with the specifications applicable to the
portion of the Qwest Network utilized to provide the Capacity. All Capacity
shall be provided by Qwest Network facilities inclusive of all electronics and
other equipment necessary for the intended operation of the Capacity; provided,
however, that interruptions, outages, or degradations in the actual transmission
capability of the Capacity may occur from time to time.

1.3 "Cross-connect Panel" means the piece of equipment designated by Qwest in a
Qwest POP at which the IRU is terminated and at which location Customer may have
access to and interconnect with the IRU through use of Local Distribution
Facilities or other facilities acceptable to Qwest.


<PAGE>


1.4 "Delivery" of an IRU means that the applicable IRU will be available for use
at the Cross-connect Panels designated by Qwest hereunder.

1.5 "Impositions" means all taxes, fees, levies, imposts, duties, charges or
withholdings of any nature (including, without limitation, gross receipts taxes
and franchise, license and permit fees), together with any penalties, fines, or
interest thereon arising out of the transactions contemplated by this Agreement
and/or imposed upon either party hereto by any federal, state or local
government or other public taxing authority of any country.

1.6 "Indefeasible Right of Use" or "IRU" means an indefeasible right of use, "as
is and where is," for the purposes described herein, in the amount of Capacity
on the Qwest Network for each User Route set forth herein; provided, that,
except as expressly set forth herein, the IRU granted hereunder does not
provide Customer with any ownership interest in or other rights to physical
access to, control of, modification of, encumbrance in any manner of, or other
use of the Qwest Network.

1.7 "Local Distribution Facilities" means those telecommunications transmission
facilities which interconnect with the applicable IRU at a Cross-connect Panel
and extend each User Route of the applicable IRU to a location outside of the
Qwest POP. Unless otherwise specified herein, such Local Distribution Facilities
shall be separately acquired by Customer and may be provided by a local
telephone company or other third party, and must comply with Qwest's applicable
engineering and operations requirements. Local Distribution Facilities are not
part of the IRU(s) acquired by Customer hereunder, and Customer's acceptance of
each IRU granted hereunder may not be conditioned upon the availability of such
Local Distribution Facilities.

1.8 "OC-12" means a dedicated, point to point, high capacity, full duplex
channel along the Qwest Network with a line speed of approximately 622.08
million bits per second synchronous serial data.

1.9 "POP" means the Qwest terminal facility (point of presence) where the
Capacity subject to an IRU is delivered to Customer.

1.10 "Qwest Network" means the fiber optic telecommunications network operated
by Qwest in the United States, including at the election of Qwest such
telecommunications capacity as Qwest may obtain from another network provider
and integrate into its own network for purposes of providing services or
Capacity to its Customers. Although Qwest possesses telecommunications network
facilities and capacity in locations other than the United States, such network
facilities and capacity are not part of the Qwest Network for purposes of this
Agreement.

1.11 "User Route" means the route along which each digital private line circuit
is placed by Qwest on the Qwest Network, as more particularly described in
Exhibit A hereto. For operational and maintenance purposes only, Qwest reserves
the right to alter temporarily each



                                        2

<PAGE>


applicable User Route, provided that such alterations do not result in changes
to the endpoints (POPs) of the applicable User Route.

1.12 "V&H Miles" is a measurement of the length in miles between the termination
points of a User Route using airline miles and determined based on the vertical
and horizontal geographic coordinates of the locations of the termination
points.

2. GRANT OF IRU(S) IN QWEST NETWORK

2.1 For each of the User Routes set forth in Exhibit A hereto, Qwest hereby
grants to Customer an IRU to OC-12 Capacity.

2.2 The IRU(s) described above shall be delivered to Customer at a Cross-connect
Panel located in each of the Qwest POPs in the cities identified in Exhibit A.
Unless Customer has separately arranged for collocation space in any such Qwest
POP (as evidenced by a collocation agreement substantially in the form appended
hereto as Exhibit B and executed by both parties to this Agreement), it shall be
the responsibility of Customer to obtain any required Local Distribution
Facilities to interconnect with each of the IRU(s) granted herein.

3. CONSIDERATION FOR GRANT OF THE IRU(S)

3.1 In consideration of the grant of each IRU described in Section 2.1 above by
Qwest to Customer, Customer agrees to pay to Qwest a total IRU fee of Fifteen
Million U.S. Dollars ($15,000,000.00) (the total "IRU Fee") due as follows:

         (a)      A partial payment of Five Million U.S. Dollars ($5,000,000.00)
                  of the total IRU Fee shall be due and payable to Qwest on the
                  Acceptance Date (the "Partial Payment");

         (b)      Five Million U.S. Dollars ($5,000,000.000) shall be due and
                  payable to Qwest on December 31, 1999 (the "First Residual
                  Payment"); and

         (c)      Five Million U.S. Dollars ($5,000,000.00) shall be due and
                  payable to Qwest on March 31, 2000 (the "Second Residual
                  Payment").

3.2 Following the Partial Payment, Customer may offset the First and Second
Residual Payments in an amount not to exceed One Million Dollars ($1,000,000.00)
per month from undisputed amounts owed by Qwest to Customer under any other then
existing service agreements between the parties.

3.3 For the Term (as defined below) of the granted IRU(s), Customer shall also
pay to Qwest a monthly recurring operation and maintenance charge calculated at
the rate of $0.00254 per DS-0 V&H Mile Delivered by Qwest, which will be due
beginning thirty (30) days following the Acceptance Date of the IRU Delivered by
Qwest and each month thereafter.


                                        3

<PAGE>


4. DELIVERY AND ACCEPTANCE TESTING OF CUSTOMER CAPACITY

4.1. Qwest will use commercially reasonable efforts to Deliver each User Route
of the granted IRU(s) within ninety (90) days following the Effective Date.

4.2 At Delivery, each applicable IRU shall comply with the specifications set
forth in Exhibit B hereto (the "IRU Specifications and Acceptance Testing").
Qwest shall test each IRU in accordance with the procedures specified in Exhibit
B to verify that the applicable IRU is operating in accordance with the IRU
Specifications and Acceptance Testing. Qwest shall provide Customer with
reasonable advance notice of the date and time of each applicable IRU acceptance
test (each of which shall take place during normal business hours) such that
Customer shall have the right, but not the obligation, to have a person or
persons present to observe the tests.

4.3. In the event the results of any applicable IRU acceptance test shows that
the granted IRU is not operating within the parameters of the applicable IRU
Specifications and Acceptance Testing, Qwest shall expeditiously take such
action as shall be commercially reasonably necessary, with respect to such
portion of the IRU as does not operate within the parameters of the applicable
IRU Specifications and Acceptance Testing, to bring the operating standards of
such portion of the applicable IRU within such parameters. In no event shall the
unavailability, incompatibility, delay in installation, or other impairment of
any of Customer's (including Customer's suppliers (e.g., a local access
telephone service provider)) interconnection facilities be used as a basis for
rejecting any Capacity or IRU provided hereunder.

4.4 If and when Qwest notifies Customer that the test results of an IRU
acceptance test are within the parameters of the IRU Specifications and
Acceptance Testing with respect to the tested IRU, Customer shall provide Qwest
with a written notice accepting such IRU. Such written notice shall specify the
Qwest "Circuit ID" number associated with each specific IRU granted hereunder.
If Customer fails to notify Qwest of its acceptance or rejection of the final
test results with respect to the tested IRU within ten (10) days after its
receipt of notice of such test results. Customer shall be deemed to have
accepted the tested IRU. The date of such notice of acceptance (or deemed
acceptance) of the Capacity shall be the "Acceptance Date" for that particular
IRU.

5. TERM

5.1 The term of this Agreement (the "Term") shall begin on the Effective Date
(provided that the grant of each IRU hereunder shall not become effective until
the Acceptance Date for that particular IRU and each such IRU User Route granted
hereunder shall last for a period of no more than twenty (20) years from the
Acceptance Date of each such IRU User Route); and shall continue, unless
expressly stated to the contrary herein, until the earlier of:

         (a)      Twenty (20) years from the Acceptance Date of the last IRU
                  granted hereunder; or

         (b)      the date on which Customer notifies Qwest in writing that all
                  IRU(s) subject to this Agreement have, in Customer's
                  determination, reached the end of their


                                        4
<PAGE>



                  economically useful life and that Customer desires to not
                  retain its Indefeasible Right of Use in such IRU(s).

5.2 Upon the expiration of the Term hereof, all of Customer's rights to the use
of each of the granted IRU(s) described herein shall revert to Qwest without
reimbursement by Qwest of any fees or other payments previously made with
respect thereto, and from and after such time Customer shall have no further
rights or obligations (excepting such obligations as shall have arisen prior to
the date of expiration of the Term) with respect to the granted IRU(s).

5.3 Upon written notice from Customer to Qwest given no later than thirty (30)
calendar days prior to the expiration of the applicable IRU Term, Customer may
elect to purchase, effective as of the expiration of the applicable IRU Term, an
undivided interest in the fiber associated with the Capacity granted hereunder
for One Dollar (US $1.00) per IRU User Route (the "Purchase Option"), provided
that: (i) the undivided ownership interest to such fiber shall be granted to
Customer on an "as-is, where-is" basis, without warranty, express or implied,
and (ii) Customer shall thereafter be subject to pay a monthly recurring
operation and maintenance charge ("O&M Charge") at the then fair market value
rate for similar capacity as reasonably determined by Qwest upon acceptance of
the Purchase Option by the Customer. If Customer exercises the Purchase Option
and thereafter fails to pay the O&M Charge when it is due on a monthly basis,
then, upon ten (10) days prior written notice by Qwest to Customer, Qwest shall
have the immediate right to cease provisioning without liability any and all O&M
Services, equipment, and any other ancillary services applicable to the fiber,
regardless of the effect such discontinuation may have on Customer's ability to
continue using the purchased fiber thereafter. The Purchase Option shall expire,
if not exercised, at the expiration of the applicable IRU Term for each IRU User
Route. The Purchase Option shall not: (1) include any rights to or interest in
any conduit, real property (other than the fiber component Purchase Option
granted hereunder), equipment, tangible or other physical assets used by Qwest
in connection with or necessary to provision the IRU(s) granted hereunder (the
"Physical Assets"); (2) be construed as encumbering in any way the Qwest Network
or Qwest's ability to modify, reconfigure, sell, or decommission any or all of
the Physical Assets; and (3) confer any rights or benefits upon Customer as a
result of any changes or improvements in technology, including without
limitation any changes in technology which would increase the capacity of the
IRU that is subject to the Purchase Option.


6. OPERATIONS AND MAINTENANCE OF CUSTOMER CAPACITY AND OUTAGE CREDITS

6.1 The granted IRU(s) do not provide Customer with any right to control any
network or service configuration or design, routing configuration, regrooming,
rearrangement or consolidation of channels or circuits or any similar or related
functions with regard to the Qwest Network. The granted IRU(s) are subject to
and shall be implemented in accordance with Qwest's network operations and
maintenance procedures and policies, as these may be modified from time to time
by Qwest.

6.2 Qwest will provide the maintenance services described in this Article
Section on the portion of the Qwest Network comprising the IRU



                                        5
<PAGE>


described in this Section, in accordance with Qwest standard maintenance
procedures and consistent with generally accepted industry standards. All
operating and maintenance charges are set forth in Exhibit A, if not included in
the applicable IRU Fee(s) set forth in Article 3. Such maintenance, however,
does not ensure that each IRU granted hereunder will perform during the Term
continuously in accordance with the IRU Specifications and Acceptance Testing.

6.3 Customer acknowledges the possibility of one or more continuous and/or
interrupted periods of time when any IRU, or a portion thereof, is "unavailable"
(as defined in the IRU Specifications and Acceptance Testing) (hereafter an
"Outage"). In the event of an Outage, Customer shall be entitled to a credit
(the "Outage Credit") against those charges set forth in Section 6.3.4
below determined in accordance with the following formula:

<Table>
<S>                                      <C>
OUTAGE CREDIT = HOURS OF OUTAGE - 2 HOURS x EQUIVALENT MONTHLY PRICE OF AFFECTED CAPACITY
                -------------------------------------------------------------------------
                                               720 HOURS
</Table>


         6.3.1 The "Equivalent Monthly Price of Affected Capacity" shall be the
IRU Fee applicable to the IRU User Route affected by the Outage, as specified in
Exhibit A, divided by 240.

         6.3.2 The length of each Outage shall be calculated in hours and shall
include fractional portions thereof. An Outage shall be deemed to have commenced
upon verifiable notification thereof by Customer to Qwest, or, when indicated by
network control information actually known to Qwest network personnel operating
the Network at the time of the Outage, whichever is earlier. Each Outage shall
be deemed to terminate upon restoration of the affected IRU User Route, as
evidenced by appropriate network tests by Qwest. Qwest shall give notice to
Customer of any scheduled or planned maintenance that will result in an outage
as early as is practicable, and any such scheduled or planned maintenance shall
under no circumstance be viewed as an Outage hereunder.

         6.3.3 No Outage Credit shall be granted if the malfunction of any
end-to-end Capacity or circuit is due to an Outage or other Defect occurring in
Customer's Local Distribution Facilities.

         6.3.4 Subject to the terms and conditions in this Section 6 and upon
Customer's written request, all Outage Credits shall be credited towards any
current or future invoice from Qwest to Customer whether or not such invoice is
made pursuant to this Agreement, or in any other agreement between Customer and
Qwest.

6.4 The Outage Credit described in this Section 6 is the sole and
exclusive remedy of Customer in the event of any Outage, and under no
circumstance shall an Outage be deemed a default under this Agreement.

6.5 Qwest agrees and acknowledges that it will use commercially reasonable
efforts to cause the Qwest Network to be maintained in efficient working order
in accordance with industry standards and in accordance with the standards
described in Exhibit B hereto. Qwest will ensure that it will at all times
provide, either directly or through contracts with other third parties, routine,
preventative and corrective maintenance for the Qwest Network in accordance with


                                        6
<PAGE>


industry performance standards and covenants and agrees to use all commercially
reasonable efforts to perform, or cause such third parties to perform, such
obligations.

6.6 Qwest agrees and acknowledges that should, in its reasonable opinion, any
condition exist that may impair the integrity of the Qwest Network affecting the
Capacity, it will initiate and coordinate planned maintenance (or shall cause
such action to occur), on such condition. Qwest shall advise Customer in
advance, where practicable, prior to initiating a planned maintenance operation.

6.7 In the event of disruption of service, Qwest shall use commercially
reasonable efforts to cause service to be restored as quickly as reasonably
possible, and Qwest shall take such measures as are necessary to obtain such
objective.

6.8 In the event Qwest materially fails to provide the maintenance services
described in this Section and/or is otherwise in material default of its
obligations under this Section 6, then upon written notice by Customer, Qwest
promptly shall reimburse the maintenance fees paid to Qwest for the relevant
period.

7. ACCESS TO QWEST POPS

7.1 Customer and its designees (such as local telecommunications providers)
shall have access to each of the Qwest POPs specified in Exhibit A, and the
right to interconnect with, each granted IRU, according to the access and
interconnection standards and procedures regularly established by Qwest, as
these may be modified by it from time to time. Attached hereto as Exhibit D is
Qwest's standard Collocation License Agreement, which shall apply until such
time as the Parties negotiate any additional rights and or obligations
associated with Customer's collocation requirements.

8. USE OF CUSTOMER CAPACITY

8.1 Customer represents and warrants that its use of each IRU granted hereunder
shall comply with all applicable laws, ordinances, rules, regulations and
restrictions.

8.2 Customer agrees and acknowledges that this Agreement grants no right to use
any element of the Qwest Network other than the IRU(s) granted herein. Customer
shall keep any and all of the Qwest Network, other than the IRU(s), free from
any liens, rights or claims of any third party attributable to Customer.

8.3 Customer shall be responsible for its own configuration and use of each IRU;
including the provisioning of all Local Distribution Facilities, interconnection
facilities, network equipment, testing equipment and procedures, maintenance,
and other facilities or actions necessary to utilize each IRU. Customer shall
conduct all such operations and use of the IRU(s) in manner which does not
interfere with the operations of the Qwest Network or the use thereof by any
other customer of Qwest. Customer shall comply at all times with the operating
procedures and interconnection requirements of Qwest.



                                        7
<PAGE>


8.4 Customer shall include in each customer agreement or tariff covering any
service that utilizes any portion of the granted IRU(s) to any third party, a
provision which limits the liability of Customer thereunder for interruptions,
failures, or degradation of service to the charges received by Customer for such
service.

8.5 Customer and Qwest each agree to cooperate with and support the other in
complying with any requirements applicable to their respective rights and
obligations hereunder imposed by any governmental or regulatory agency or
authority.

9. INDEMNIFICATION

(a) Each Party (the "Indemnifying Party") hereby releases and agrees to
indemnify, defend, protect and hold harmless the other Party, its employees,
officers, directors, agents, shareholders and Affiliates (the "Indemnified
Party"), from and against any and all third party claims, actions, damages,
liabilities, costs, judgments, expenses, costs of litigation, investigation or
proceeding (including reasonable attorney fees and an allocated share of
in-house counsel fees) (the "Losses"), arising out of or in connection with:

         (i) Any injury or damage to any person, tangible property or facilities
         of any third person or entity arising out of or resulting from either:
         (i) the willful misconduct of the Indemnifying Party or its officers,
         employees, servants, Affiliates, agents, contractors, licensees,
         invitees or vendors; or (ii) other wanton or willful acts of the
         Indemnifying Party which constitute a material default under this
         Agreement; provided, however, that such indemnity shall not, as to any
         Indemnified Party, apply to any such Losses to the extent that they
         result from the willful misconduct of such Indemnified Party; or

         (ii) Any violation by the Indemnifying Party of any applicable,
         material law, regulation, rule, statute or court order of any domestic
         or foreign local, state, federal or other duly authorized governmental
         agency, court or body in connection with its obligations under the
         Agreement (so long as the Capacity are used by the Indemnified Party in
         accordance with the provisions of this Agreement).

         (b) Customer hereby releases and agrees to indemnify, defend, protect
and hold harmless Qwest, its employees, officers, directors, agents,
shareholders and Affiliates, from and against any and all third party claims,
actions, damages, liabilities, costs, judgements, expenses, costs of litigation,
investigation or proceeding (including reasonable attorney fees and an allocated
share of in-house counsel fees) arising out of or in connection with the use,
resale, sharing or modification of the Capacity by Customer and/or its End
Users.

         (c) Nothing contained herein shall operate as a limitation on either
Party to bring an action, either in law or equity, including but not limited to,
actions for indirect, special or consequential damages, against any third party
based on any acts or omissions of such third party affecting: (i) said Party's
ability to provide its Capacity, (ii) the use of the Capacity; and/or (iii) the
integrity of the affected Party's network; provided, however, that the Parties
agree to assign any rights or claims, execute any reasonably appropriate
documents and take any other steps that may be reasonably necessary to enable
the affected Party to pursue any such action against such third party.


                                        8

<PAGE>


10. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

10.1 With the exception of Customer's and Qwest's mutual obligations to
indemnify each other hereunder, neither party shall be liable to the other party
for any special, incidental, indirect, punitive or consequential damages
(whether or not such damages were foreseeable or a party was notified of the
possibility thereof) arising out of, or in connection with such party's failure
to perform its respective obligations hereunder, including, but not limited to,
damage or loss of property or equipment, loss of profits or revenue (whether
arising out of Outages, transmission interruptions or problems, any interruption
or degradation of the functioning of the granted IRU(s) or otherwise), cost of
capital, cost of replacement services, or claims of customers, whether
occasioned by any construction, reconstruction, relocation, repair or
maintenance performed by, or failed to be performed by, the other party or any
other cause whatsoever, including, without limitation, breach of contract,
breach of warranty, negligence, or strict liability, all claims for which
damages are hereby specifically waived.

10.2 EXCEPT AS EXPRESSLY SET FORTH HEREIN, QWEST DISCLAIMS ANY AND ALL
WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CUSTOMER



                                        9

<PAGE>


CAPACITY AND THE GRANTED IRU(s), INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. INSURANCE

11.1 During the term of this Agreement, both parties shall obtain and maintain,
at their expense, appropriate insurance policies with terms that are of general
use in the industry and provide each other with evidence of such insurance, if
requested.

12. PAYMENT

12.1 Other than the Partial Payment and the First and Second Residual Payments,
all other payments due hereunder, if any, shall be due thirty (30) days after
the date of Qwest's invoice. If any amount due under this Agreement is not
received by its respective due date, in addition to its other available
remedies, Qwest may in its sole discretion impose a late payment charge pursuant
to Section 12.2. Notwithstanding anything in this Agreement to the contrary, no
payment due hereunder is subject to reduction, set-off or adjustment of any
nature by Customer. All disputes or requests for billing adjustments must be
submitted in writing by the due date and submitted with payment of undisputed
amounts due. Any amounts which are determined by Qwest to be in error or not in
compliance with Agreement shall be adjusted on the next month's invoice. Any
disputed amounts which are deemed by Qwest to be correct as billed and in
compliance with this Agreement, shall be due and payable by Customer, upon
notification and demand by Qwest, along with any late payment charges which
Qwest may impose pursuant to Section 12.2. Disputes shall not be cause for
Customer to delay payment of the undisputed balance to Qwest according to the
terms outlined in this Article. Invoices submitted to Customer by Qwest shall
conform to Qwest's standard billing format and content, as modified by Qwest
from time to time.

12.2 In the event a party shall fail to make any payment under this Agreement
when due, such amounts shall accrue interest, from the date such payment is due
until paid, including accrued interest, at an annual rate equal to one hundred
fifty percent (150%) of the prime rate of interest published by The Wall Street
Journal or, if lower, the highest percentage allowed by law ("Late Payment
Interest"). In addition, Qwest may offset any amounts not paid when due from any
amounts that Qwest owes to Customer under any other agreements between the
parties.

12.3 Customer may avoid the incurrence of Late Payment Interest or a declaration
of a payment default in the case of a bona fide dispute by depositing any
amounts in dispute into an interest-bearing escrow account (pursuant to
arrangements reasonably required by Qwest), pending resolution of such dispute.
All undisputed amounts shall be paid in full in a timely manner. The prevailing
party to such dispute shall be entitled to such interest and the other party
will bear the costs of the escrow account.


                                       10
<PAGE>


13. CHARACTERIZATION OF TRANSACTION

13.1 The parties intend that each IRU granted in this Agreement does not provide
Customer with any ownership or other possessory interests in any real property,
conduit, fiber, or equipment in or on the Qwest Network or along the User Route
of the Qwest Network. Further, it is not the intention of the parties to create
a loan or other financing arrangement between the parties. So long as the IRU
Fee remains unsatisfied by Customer, Customer hereby grants to Qwest, as
security for the payment of all amounts due from Customer and the performance of
all other obligations of Customer hereunder, a first-priority security interest
in and continuing lien upon all of Customer's right (including any right
Customer may have to convey title thereto), title and interest in (i) the
granted IRU(s), (ii) all rights of Customer under this Agreement, and (iii) any
and all income, proceeds, products and profits of any of the foregoing, all
payment thereon, and any and all additions thereto.

14. TAXES, FEES AND OTHER GOVERNMENTAL IMPOSITIONS

14.1 Customer shall be independently responsible for any Impositions properly
payable with respect to the granted IRU(s). The parties agree that they will
cooperate with each other and coordinate their mutual efforts concerning audits,
or other such inquiries, filings, reports, etc., as may relate solely to the
activities or transactions arising from or under this Agreement, which may be
required or initiated from or by any duly authorized governmental tax authority.

14.2 The parties agree that the payment(s) set forth in Article 3 will be
allocated to rental periods as detailed in the Payment Allocation Schedule,
Exhibit C, attached hereto. It is understood and agreed between Qwest and
Customer that the grant of the IRU in the Qwest Capacity hereunder shall be
treated for federal, state, and local tax purposes as the lease of the Qwest
Capacity hereto pursuant to ss.467 of the Internal Revenue Code of 1986 and
according to the schedule set forth on Exhibit C. The parties further agree to
file their respective income and other tax returns and reports on such basis
and, except as otherwise required by law, not to take any positions inconsistent
therewith. If the tax treatment of the IRU provided for in this Section 14.2 is
found to be contrary to either law or regulation, Qwest and Customer shall
mutually agree upon an alternative tax proposal that is consistent with and
compliant with all applicable laws and regulations.

15. NOTICE

15.1 Unless otherwise provided herein, all notices and communications concerning
this Agreement shall be in writing and addressed to the other party as follows:

       If to Qwest:    Qwest Communications Corporation
                       Attention: Senior Vice President - Wholesale Markets


                                       11
<PAGE>


                       555 Seventeenth Street
                       Denver, Colorado 80202
                       Telephone No.: (303) 992-1400
                       Facsimile No.: (303) 992-1724

    with a copy to:    Qwest Communications Corporation
                       Attention: Executive Vice President & General Counsel
                       555 Seventeenth Street
                       Denver, Colorado 80202
                       Telephone No.: (303) 992-1400
                       Facsimile No.: (303) 992-1724

    If to Customer:    AxisTel Communications, Inc.
                       Attention: Mitchell C. Arthur
                       1 Evertrust Plaza, 8th Floor
                       Jersey City, NJ 07302
                       Telephone No.: (201) 200-5515
                       Facsimile No.: (201) 200-5532

    With a copy to:    eVentures Group, Inc.
                       Attention: Stuart Chasanoff
                       300 Crescent Court, Suite 800
                       Dallas, TX 75201
                       Telephone No.: (214) 777-4100
                       Facsimile No.: (214) 777-4107

    And a copy to:     White & Case LLP
                       Attention: David Huber
                       1155 Avenue of the Americas
                       New York, New York
                       Telephone No.: (212) 819-8200
                       Facsimile No.: (212)354-8113

or at such other address as either party may designated from time to time in
writing to the party.

15.2 Unless otherwise provided herein, notices shall be hand delivered, sent by
registered or certified U.S. mail, postage prepaid, or by commercial overnight
delivery service, or transmitted by facsimile, and shall be deemed served or
delivered to the addressee or its office when received at the address for notice
specified above when hand delivered, upon confirmation of sending when sent by
fax, on the day after being sent when sent by overnight delivery service, or
three (3) days after deposit in the mail when sent by U.S. mail.


                                       12
<PAGE>

16. CONFIDENTIALITY

16.1 Qwest and Customer hereby agree that if either party (the "Disclosing
Party") provides confidential or proprietary information ("Proprietary
Information") to the other party (the "Recipient Party"), such Proprietary
Information shall be held in confidence, and the Recipient Party shall afford
such Proprietary Information the same care and protection as it affords
generally to its own confidential and proprietary information (which in any case
shall be not less than reasonable care) in order to avoid disclosure to or
unauthorized use by any third party. This Agreement, including its existence and
all of the terms, conditions and provisions hereof, constitutes Proprietary
Information, and all information disclosed by either party to the other in
connection with or pursuant to this Agreement shall be deemed to be Proprietary
Information, provided that written information is clearly marked in a
conspicuous place as confidential or proprietary, and verbal information is
indicated as being confidential or proprietary when given or promptly confirmed
in writing as such thereafter. All Proprietary Information, unless otherwise
specified in writing, shall remain the property of the Disclosing Party, shall
be used by the Recipient Party only for the intended purpose, and such written
Proprietary Information, including all copies thereof, shall be returned to the
Disclosing Party or destroyed after the Recipient Party's need for it has
expired or upon the request of the Disclosing Party. Proprietary Information
shall not be reproduced except to the extent necessary to accomplish the
purposes and intent of this Agreement, or as otherwise may be permitted in
writing by the Disclosing Party.

16.2 The foregoing provisions of Section 16.1 shall not apply to any Proprietary
Information which: (i) becomes publicly available other than through the
Recipient Party; (ii) is required to be disclosed by a governmental or judicial
law, order, rule or regulation; (iii) is independently developed by the
Recipient Party without reference to or inclusion of Proprietary Information; or
(iv) becomes available to the Recipient Party without restriction from a third
party that was not bound by an obligation of Confidentiality to the Disclosing
Party; or (v) becomes relevant to the settlement of any dispute or enforcement
of either party's rights under this Agreement and in accordance with its terms
and conditions. If any Proprietary Information is required to be disclosed
pursuant to the foregoing clause, the party required to make such disclosure
shall promptly inform the other party of the requirements of such disclosure and
take all reasonable protective measures to preserve the confidentiality of such
Proprietary Information as fully as possible in the context of such permitted
disclosure.

16.3 Notwithstanding Sections 16.1 and 16.2, either party may disclose
Proprietary Information to its employees, agents, and legal, financial, and
accounting advisors and providers (including its lenders and other financiers)
to the extent necessary or appropriate in connection with the negotiation and/or
performance of this Agreement or its obtaining of financing, provided that each
such party is notified of the confidential and proprietary nature of such
Proprietary Information and is subject to or agrees to be bound by similar
restrictions on its use and disclosure.

16.4 The provisions of this Article 16 shall survive for a period of two (2)
years from the date of the expiration or termination of this Agreement.


                                       13
<PAGE>


17. DEFAULT

17.1 A party shall be in default under this Agreement thirty (30) days after the
non-defaulting party shall have given written notice of such default unless the
defaulting party shall have cured such default or such default is otherwise
waived by the non-defaulting party within such thirty (30) days; provided,
however, that where any such default other than the payment of money cannot
reasonably be cured within such 30-day period, if the defaulting party shall
proceed promptly to cure the same and prosecute such cure with due diligence,
the time for curing such default shall be extended for such period of time not
to exceed ninety (90) days as may be necessary to complete such cure.

17.2 Events of default also shall include, but not be limited to, the following:
(i) failure to make any payment when due hereunder, subject to Section 12.3;
(ii) breach of any material provision hereof not cured within thirty (30) days
following written notice by the non-defaulting party; (iii) the making by either
party of a general assignment for the benefit of its creditors; or (iv) the
filing of a voluntary petition in bankruptcy or the filing of a petition in
bankruptcy or other insolvency protection against either party which is not
dismissed within ninety (90) days thereafter, or the filing by either party of
any petition or answer seeking, consenting to, or acquiescing in reorganization,
arrangement, adjustment, composition, liquidation, dissolution, or similar
relief.

17.3 In addition to the specific remedies provided hereunder, upon any
non-payment or other default by Customer, Qwest may pursue any legal remedies
it may have under applicable law or principles of equity relating to such
default consistent with the terms of this Agreement, provided that appropriate
notice has been given under this section. In addition to the specific remedies
provided hereunder, upon default by Qwest. Customer may pursue any legal
remedies it may have under applicable law or principles of equity relating to
such default consistent with the terms of this Agreement, provided that
appropriate notice has been given under this section. Notwithstanding the above,
if the defaulting party certifies in good faith to the non-defaulting party in
writing that a default has been cured, such default shall be deemed to be cured
unless the non-defaulting party otherwise notifies the defaulting party in
writing within fifteen (15) days of receipt of such notice.

18. TERMINATION

18.1 Either party may terminate this Agreement upon the failure of the other
party to cure an event of default as required by Article 17. In the event
Customer terminates this Agreement or any User Route provided hereunder as a
result of a default by Qwest under Article 17, Customer's sole and exclusive
remedy shall be to receive a pro-rata refund of any unused portion of the IRU
Fee applicable to the terminated IRU User Route(s).

18.2 Notwithstanding the foregoing, no termination or expiration of this
Agreement shall affect the rights or obligations of any party hereto with
respect to any then existing defaults or the obligation to make any payment
hereunder for services rendered prior to the date of termination or expiration.


                                       14
<PAGE>


19. FORCE MAJEURE

19.1 Neither party shall be in default under this Agreement if and to the extent
that any delay in such party's performance of one or more of its obligations
hereunder is caused by any of the following conditions, and such party's
performance of such obligation or obligations shall be excused and extended for
and during the period of any such delay: act of God; fire; flood; fiber cut,
material shortages or unavailability or other delay in delivery not resulting
from the responsible party's failure to timely place orders therefor; lack of or
delay in transportation; train accidents, government codes, ordinances, laws,
rules, regulations or restrictions (collectively, "Regulations"); war or civil
disorder; failure of a third party to grant a required right-of-way permit,
easement, or other required authorization for use of the intended right-of-way,
or any other cause beyond the commercially reasonable control of such party. The
party claiming relief under this Article shall notify the other in writing of
the existence of the event relied on and the cessation or termination of said
event.

20. ARBITRATION

20.1 Any dispute or disagreement arising between Qwest and Customer in
connection with this Agreement which is not settled to the mutual satisfaction
of Qwest and Customer including, but not limited to, the failure to agree upon
any item requiring a mutual agreement of the parties hereunder shall be settled
as follows:

         20.1.1 Officers. Either party may refer the matter to executives of no
lesser rank than vice president of operations (the "Officers") by giving the
other party written notice (a "Notice"). Within fifteen (15) days after
delivery of a Notice, the Officers of both parties shall meet at a mutually
acceptable time and place to exchange relevant information and to attempt to
resolve the dispute.

         20.1.2 Arbitration. If the matter has not been resolved within thirty
(30) days after delivery of such Notice, or if the Officers fail to meet within
fifteen (15) days after delivery of such Notice, the parties hereby agree to
submit all controversies, claims and matters of difference that are unresolved
to arbitration in Washington, D.C. in accordance with the Commercial Arbitration
Rules of the American Arbitration Association in effect on the date that such
Notice is given. If the parties are unable to agree on a single arbitrator
within fifteen (15) days from the commencement of any such arbitration, each
party shall select an arbitrator and the two (2) arbitrators shall mutually
select a third arbitrator, the three of whom shall serve as an arbitration
panel. The decision of the arbitrator(s) shall be final and binding upon the
parties and shall include written findings of law and fact, and judgment may be
obtained thereon by either party in a court of competent jurisdiction. Each
party shall bear the cost of preparing and presenting its own case. The cost of
the arbitration, including the fees and expenses of the arbitrator(s), shall be
shared equally by the parties hereto unless the award otherwise provides.

20.2 The obligation herein to arbitrate shall not be binding upon any party with
respect to requests for preliminary injunctions, temporary restraining orders or
other similar temporary procedures in a court of competent jurisdiction to
obtain interim relief when deemed necessary by such court to preserve the status
quo or prevent irreparable injury pending resolution by


                                       15

<PAGE>


arbitration of the actual dispute. It is not the intention of the parties that
such injunctive procedures shall be in lieu of, or cause substantial delay to,
any arbitration proceeding commenced under Section 20.1.2 above.

21. WAIVER

21.1 The failure of either party hereto to enforce any of the provisions of this
Agreement, or the waiver thereof in any instance, shall not be construed as a
general waiver or relinquishment on its part of any such provision, but the same
shall nevertheless be and remain in full force and effect.

22. GOVERNING LAW

22.1 This Agreement shall be governed by and construed in accordance with the
domestic laws of the State of New York, without reference to its choice of law
principles.

23. RULES OF CONSTRUCTION

23.1 The captions or headings in this Agreement are strictly for convenience and
shall not be considered in interpreting this Agreement or as amplifying or
limiting any of its content. Words in this Agreement which import the singular
connotation shall be interpreted as plural, and words which import the plural
connotation shall be interpreted as singular, as the identity of the parties or
objects referred to may require.

23.2 Unless expressly defined herein, words having well known technical or trade
meanings shall be so construed. All listing of items shall not be taken to be
exclusive, but shall include other items, whether similar or dissimilar to those
listed, as the context reasonably requires.

23.3 Except as set forth to the contrary herein, any right or remedy of Customer
or Qwest shall be cumulative and without prejudice to any other right or remedy,
whether contained herein or not.

23.4 This Agreement has been fully negotiated between and jointly drafted by the
parties.

23.5 In the event of a conflict between the provisions of this Agreement and
those of any Exhibit, the provisions of this Agreement shall prevail and such
Exhibit shall be corrected accordingly.

23.6 All actions, activities, consents, approvals and other undertakings of the
parties in this Agreement shall be performed in a reasonable and timely manner,
it being expressly acknowledged and understood that time is of the essence in
the performance of obligations required to be performed by a date expressly
specified herein. Except as specifically set forth herein, for the purpose of
this Section the normal standards of performance within the telecommunications
industry in the relevant market shall be the measure of whether a party's
performance is reasonable and timely.



                                       16


<PAGE>



24. REPRESENTATIONS AND WARRANTIES

24.1 Each party represents and warrants that:

         (a)      It has the full right and authority to enter into, execute,
                  deliver and perform its obligations under this Agreement;

         (b)      It has taken all requisite corporate action to approve the
                  execution, delivery and performance of this Agreement;

         (c)      This Agreement constitutes a legal, valid and binding
                  obligation enforceable against such party in accordance with
                  its terms, subject to bankruptcy, insolvency, creditors'
                  rights and general equitable principles; and

         (d)      Its execution of and performance under this Agreement shall
                  not violate any applicable existing regulations, rules,
                  statutes or court orders of any local, state or federal
                  government agency, court or body of any country or any
                  contract or other agreement the party is subject to.

24.2 Customer represents and warrants that it will have taken all corporate
action on or prior to the Acceptance Date necessary to enter into this
Agreement.

25. PUBLICITY

25.1 No publicity regarding the existence and/or terms of this Agreement may
occur without Qwest's prior express written consent. The content and timing of
any press releases and all other publicity regarding the subject matter of this
Agreement or Customer's relationship with Qwest, if authorized, shall be
mutually agreed upon by the parties.

26. ASSIGNMENT

26.1 This Agreement shall be binding on Customer and its respective affiliates,
successors, and assigns. Customer shall not assign, sell or transfer this
Agreement or the right to receive the granted Capacity hereunder, whether by
operation of law or otherwise, without the prior written consent of Qwest, which
consent shall not be unreasonably withheld. Any attempted assignment in
violation hereof shall be null and void.

26.2 Notwithstanding anything to the contrary hereunder, Customer may sell,
lease or otherwise make all or any portion of the Capacity in the IRU that
Customer has purchased hereunder available to other parties in the ordinary
course of business on terms and conditions determined by the Customer consistent
with the terms herein without prior written consent of Qwest: provided however,
that Customer will remain fully responsible for the sold, leased, or otherwise
disposed of Capacity.

26.3 Customer may pledge its rights and obligations under this Agreement as
collateral security to any institutional lender to Customer, or any Affiliate
thereof (or institutional lender to any permitted transferee or assignee of
Customer) and such financing entities (and their


                                       17
<PAGE>


assignees) may assign the rights and obligations under this Agreement to any
other person following exercise of any rights or remedies on such collateral
security, provided however, that any assignment by a financing entity shall be
subject to Section 26.1 above.

27. NO PERSONAL LIABILITY

27.1 Each action or claim against any party arising under or relating to this
Agreement shall be made only against such party as a corporation, and any
liability relating thereto shall be enforceable only against the corporate
assets of such party. No party shall seek to pierce the corporate veil or
otherwise seek to impose any liability relating to, or arising from, this
Agreement against any shareholder, employee, officer or director of the other
party. Each of such persons is an intended beneficiary of the mutual promises
set forth in this Article and shall be entitled to enforce the obligations of
this Article.

28. RELATIONSHIP OF THE PARTIES

28.1 The relationship between Customer and Qwest shall not be that of partners,
agents, or joint venturers for one another, and nothing contained in this
Agreement shall be deemed to constitute a partnership or agency agreement
between them for any purposes, including but not limited to federal income tax
purposes. Customer and Qwest, in performing any of their obligations hereunder,
shall be independent contractors or independent parties and shall discharge
their contractual obligations at their own risk.

29. SEVERABILITY

29.1 If any term, covenant or condition contained herein shall, to any extent,
be invalid or unenforceable in any respect under the laws governing this
Agreement, the remainder of this Agreement shall not be affected thereby, and
each term, covenant or condition of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.

30. COUNTERPARTS

30.1 This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one and the same instrument.

31. ENTIRE AGREEMENT; AMENDMENT

31.1 This Agreement constitutes the entire and final agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all
prior agreements relating to the subject matter hereof, which are of no further
force or effect. The Appendices and Exhibits referred to herein are integral
parts hereof and are hereby made a part of this Agreement. This Agreement may
only be modified or supplemented by an instrument in writing executed by a duly
authorized representative of each party.


                                       18

<PAGE>


In confirmation of their consent and agreement to the terms and conditions
contained in this IRU Agreement and intending to be legally bound hereby, the
parties have executed this IRU Agreement as of the date first above written.


QWEST COMMUNICATIONS CORPORATION


                   By:
                      -------------------------------
                   Name:
                        -----------------------------
                   Title:
                         ----------------------------



E.VOLVE TECHNOLOGY GROUP, INC.


                   By:
                      -------------------------------
                   Name:
                        -----------------------------
                   Title:
                         ----------------------------





                                       19

<PAGE>


                                   EXHIBIT A:

                         DESCRIPTION OF CUSTOMER IRU(S)
                           AND LOCATION OF QWEST POPS


CUSTOMER IRU(S)
OC-12 CAPACITY

<Table>
<Caption>
                                                             MONTHLY
 QWEST          QWEST         V&H                           RECURRING
 POP A          POP B        MILES         IRU FEE           O&M FEE
--------     -----------     -----     --------------      ----------
<S>          <C>             <C>       <C>                 <C>
New York     Los Angeles     2.441     $15,000,000.00      $10,000.00
                                                            per month
</Table>







<PAGE>


            EXHIBIT B: TECHNICAL SPECIFICATIONS AND ACCEPTANCE TESTS


                           I. TECHNICAL SPECIFICATIONS

1.       INTERCONNECT SPECIFICATIONS:

1.1      The Customer Interconnection Point of DS-1 & DS-3 signals at the Qwest
         (SPT) location will be at an industry standard (DSX-1) & (DSX-3)
         digital cross-connect panels and will be referred to as Qwest Network
         Interface in this document.

1.2      The DS-1 & DS-3 signals terminating at the Qwest digital cross-connect
         panels will meet the electrical specifications as defined in AT&T
         Compatibility Bulletin (CB) No. 119, Issue 3, October, 1979.

1.3      The Qwest Digital Network will be compatible with the Bell System
         hierarchical clock synchronization methods and stratum levels as
         described in Bellcore Technical Advisory (GR436-Core).

1.4      ICON equipment must also meet the interconnect specifications listed
         above and shall comply with jitter requirements of AT&T Technical
         Reference PUB 63411.

2.       PERFORMANCE OBJECTIVES:

2.1      DS1, DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c, and OC-48c circuit
         performance will be measured using two parameters: Availability and
         Error-Free Seconds.

         The following assumptions apply to the derived data:

               o    The circuits originate and terminate on the SONET OC-48
                    backbone
               o    MTTR for SONET equipment: 2 hours
               o    MTTR for fiber optic cable: 12 hours (Bellcore Standard)
               o    Cable cut rate: 4.39/year/1,000 sheath miles (Bellcore
                    Standard) The system includes three (3) DCS in Los Angeles,
                    Sacramento, and San Jose (although not all circuits are
                    routed through the DCS, they are included in all the
                    calculations)

2.2      Availability is a measure of the relative amount of time during which
         the circuit is available for use. According to CCITT and ANSI
         definitions, unavailability begins when the Bit Error Ratio (BER) in
         each second is worse than 1.0 E-3 for a period of 10 consecutive
         seconds.

         INTER OFFICE CHANNEL (IOC): An Inter Office Channel refers to the Qwest
         Communications network between the points of presence (POP).


<PAGE>


         OPTICAL CARRIER LEVEL 1 (OC-1): The optical signal that results from
         an optical conversion of an electrical STS-1 signal (51.840 Mb/s). This
         signal forms the basis of the interface.

                  OC-3: Optical Carrier level 3 signal operating at 155.520
                  Mb/s.

                  OC-12: Optical Carrier level 12 signal transmitting at 622.080
                  Mb/s.

                  OC-48: Optical Carrier level 48 signal transmitting at 2488.32
                  Mb/s.

         POINT OF PRESENCE (POP): A physical location where a long distance
         carrier terminates lines before connecting to the local exchange
         carrier, another carrier, or directly to a customer.

2.3      The availability objective for all circuits between Qwest Network
         Interface points specified above is to provide performance levels over
         any consecutive 12 month period as follows:

<Table>
<Caption>
         ---------        -----------------------
                          DS1, DS3, OC-3, OC-12,
                          OC-48, OC-3c, OC-12c,
         V&H MILES        AND OC-48c
         ---------        -----------------------
<S>                       <C>

         0-2500           99.999%
         2501-4000        99.998%
</Table>

         This excludes any Customer provided access links to the Qwest digital
         network.

2.4      Outages attributable to incidental damage to or severage of outside
         fiber optic cable plant, or scheduled maintenance is excluded from the
         performance objective stated above.

2.5      Error-Free Seconds (EFS) and Error Seconds (ES) are the primary measure
         of error performance. An Error-Free Second is defined as any second in
         which no bit errors are received. Conversely, an Error Second is any
         second in which one or more bit errors are received.

3.       SONET: Synchronous Optical Network is a family of optical transmission
         rates and interface standards allowing internetworking of products from
         different vendors. Base optical rate is 51.840 Mb/s. Higher rates are
         direct multiples.

         SONET TRANSPORT: Services associated with carrying OC-1 or higher
         level signals.

         SYNCHRONOUS TRANSPORT SIGNAL LEVEL 1 (STS-1): The basic logical
         building block electrical signal with a rate of 51.840 Mb/s.


                                        2
<PAGE>


         SYNCHRONOUS TRANSPORT SIGNAL LEVEL N (STS-N): This electrical signal is
         obtained by byte interleaving N STS-1 signals together. The rate of
         the STS-N is N times 51.840 Mb/s.

         TERMINATING MULTIPLEX (TM): Provides the multiplex functions for
         multiplexing and demultiplexing between the DS1 or higher signal level
         and the SONET OC-N level.


                             II. ACCEPTANCE TESTING

2.       ACCEPTANCE CRITERIA.

         The acceptance criteria for DS1, DS3, OC-3, OC-12, OC-48, OC-3c,
OC-12c, and OC-48c circuits between Qwest Network Interface points is to provide
the performance levels shown below during a 60 minute test period. If no errors
are observed during the first 15 minutes of the test, the facility may be
considered acceptable. Access connections to customer location will be tested in
accordance with Bell Publication 62508.

                  o        The tables below are based on QCC owned fiber optic
                           network only and on the Bellcore Specifications of
                           the SONET delivery of DS1, DS3, OC-3, OC-12, OC-48,
                           OC-3c, OC-12c, and OC-48c directly off the SONET
                           Backbone.

                  o        If the DS1, DS3, OC-3, OC-12, OC-48, OC-3c, OC-12c,
                           and OC-48c service is delivered at the STS1 level
                           then the general performance objectives fall into the
                           industry standard.

         DS1,DS3
         The table below defines the general performance objectives for DS1
         service operating at 1.544 Mb/s, and the general performance objectives
         for DS3 service operating at 45 Mb/s.

<Table>
<Caption>
            ---------      --------    ------
            V&H MILES        EFS         BER
            ---------      --------    ------
<S>                        <C>         <C>

              0 -  250      99.988%    10(12)
            251 -  500      99.983%    10(12)
            501 - 1000      99.971%    10(12)
           1001 - 1500      99.959%    10(12)
           1501 - 2000      99.948%    10(12)
</Table>



                                        3
<PAGE>



<Table>
<Caption>
            ---------      --------    ------
            V&H MILES        EFS         BER
            ---------      --------    ------
<S>                        <C>         <C>
           2001 - 2500      99.936%     10(12)
           2501 - 3000      99.925%     10(12)
           3001 - 3500      99.913%     10(12)
           3501 - 4000      99.902%     10(12)
</Table>


OC-3, 12, 48; OC3c, 12c, 48c

The table below defines the general performance objectives for OC-3, OC-12,
OC-48, OC-3c, OC-12c, and OC-48c.

<Table>
<Caption>
            ---------      --------    ------
            V&H MILES        EFS         BER
            ---------      --------    ------
<S>                        <C>         <C>

              0 -  250      99.989%     10(12)
            251 -  500      99.984%     10(12)
            501 - 1000      99.974%     10(12)
           1001 - 1500      99.964%     10(12)
           1501 - 2000      99.954%     10(12)
           2001 - 2500      99.944%     10(12)
           2501 - 3000      99.933%     10(12)
           3000 - 3500      99.923%     10(12)
           3501 - 4000      99.913%     10(12)
</Table>




                                       4
<PAGE>


                     EXHIBIT C: PAYMENT ALLOCATION SCHEDULE


For tax purposes only, the IRU Fee paid hereunder shall be allocated one
twentieth (1/20) per annual period beginning with the Effective Date.











                                        5
<PAGE>


                    EXHIBIT D: COLLOCATION LICENSE AGREEMENT

For purposes of the IRU route sold hereunder. Qwest shall provide to Customer
collocation rights as otherwise provided for in the standard Collocation License
Agreement attached hereto.

         This Collocation License Agreement ("License") is made and entered into
as of this ____ day of __________, 2000, by and between Qwest Communications
Corporation, a Delaware corporation ("Licensor") and __________________, a
_____________________ corporation ("Licensee").

                                    RECITALS

         A. Licensor is engaged in the business of providing customers with
networking and telecommunications services through its telecommunications
facility or facilities located at the addresses set forth in Exhibit A that is
attached hereto and incorporated herein by this reference (each of which is
referred to herein as a "Facility").

         OPTIONAL FOR IRU:

         A. LICENSOR AND LICENSEE ENTERED INTO THAT CERTAIN JRU AGREEMENT DATED
         (THE "IRU AGREEMENT"). IN CONNECTION THEREWITH, LICENSOR HAS AGREED
         TO ALLOW LICENSEE TO USE CERTAIN REGENERATION AND TERMINAL FACILITIES,
         SUBJECT TO THE TERMS OF THE IRU AGREEMENT.

         B. Licensee desires to enter into a license agreement with Licensor for
the use of the Facility for the purpose of installing equipment and accessing
transmission capacity of Licensor, and operating its own network, and Licensor
desires to grant to Licensee the right to use the Facility.

         NOW THEREFORE, in consideration of the following mutual exchange of
promises and covenants, the parties agree as follows:

1.       GRANT OF LICENSE:

         (a) Subject to the terms and conditions contained herein, Licensor
         hereby grants to Licensee, as of the Commencement Date, a
         nonexclusive license to install, operate, and maintain certain
         communications equipment of Licensee in the Facility. In addition,
         Licensee shall have the exclusive use of the equipment space described
         in Exhibit A (the "Equipment Space").

         (b) Licensor hereby reserves all rights not specifically granted to
         Licensee, including, without limitation, the right to: (1) access to
         and use of the Facility for its own use and for the use of its agents
         and licensees; (2) grant additional licenses to other users; and (3)
         exercise or grant other rights not inconsistent with the rights granted
         hereunder.

         (c) This License is expressly made subject and subordinate to the terms
         and conditions of any underlying ground or facilities lease or other
         superior right by which Licensor has acquired its interest in the
         Facility. Licensee agrees to comply with any terms and conditions of
         such superior right. If the consent of the holder of such superior
         right is required in order for the parties to enter into this License,
         then this License shall not become effective until such consent is
         obtained.

         (d) This License does not include the provision of local access.
         Licensee must enter into separate agreements for local access, and for
         interconnection with any other user of a Facility. ALL SUCH LOCAL
         ACCESS AND INTERCONNECTIONS MUST BE MADE THROUGH LICENSOR.

         (e) ON NOT LESS THAN SIXTY (60) CALENDAR DAYS PRIOR NOTICE TO
         LICENSEE, LICENSOR MAY RELOCATE THE FACILITY OR ALL OR ANY PORTION OF
         THE EQUIPMENT SPACE DESIGNATED FOR LICENSEE'S EQUIPMENT. FOLLOWING
         RECEIPT OF SUCH NOTICE, LICENSEE SHALL COOPERATE WITH LICENSOR IN
         RELOCATING LICENSEE'S EQUIPMENT, AT LICENSEE'S COST, TO THE NEW
         FACILITY OR EQUIPMENT SPACE.


                                        6

<PAGE>



2.       TERM: This License shall be effective as of the Commencement Date (as
         defined below), AND SHALL EXPIRE ON THE _____ ANNIVERSARY OF THE
         COMMENCEMENT DATE, UNLESS TERMINATED EARLIER AS PROVIDED FOR IN THIS
         LICENSE. The foregoing notwithstanding, in no event shall the License
         be construed to extend beyond the term of the underlying lease or other
         superior interest in the Facility, OR THE TERMINATION DATE OF THE
         TELECOMMUNICATIONS SERVICES AGREEMENT BETWEEN LICENSOR AND LICENSEE
         THAT IS APPLICABLE TO LICENSEE'S USE OF THE FACILITY.

         In addition, either party shall have the right to terminate this
         License on not less than ninety (90) days advance notice to the other
         party.

         If for any reason Licensor does not deliver possession of the Equipment
         Space to Licensee on the Commencement Date, Licensor shall not be
         liable to Licensee for any resultant loss or damage, and the
         Commencement Date will be extended automatically one day for each day
         of delay before delivery of possession. Licensor and Licensee will
         execute a certificate of the Commencement Date promptly after delivery
         of possession.

         OPTIONAL FOR IRU:
         THIS LICENSE SHALL BE EFFECTIVE AS OF THE EFFECTIVE DATE (AS DEFINED
         BELOW) AND SHALL BE COTERMINOUS WITH THE IRU AGREEMENT.

3.       LICENSE FEES AND OTHER CHARGES: Licensee shall pay to Licensor as a
         license fee for use of the Equipment Space and the Facility a one-time
         nonrecurring charge and a monthly recurring charge in the amounts set
         forth in Exhibit A.

         DARK FIBER IRU. THE NONRECURRING CHARGE SHALL BE PAYABLE ON THE DATE
         THAT LICENSEE TAKES POSSESSION OF THE EQUIPMENT SPACE (THE
         "COMMENCEMENT DATE"). THE MONTHLY RECURRING CHARGE SHALL BE PAYABLE IN
         ADVANCE ON THE FIRST DAY OF EACH CALENDAR MONTH DURING THE TERM OF THE
         LICENSE.

         CAPACITY IRU. THE NONRECURRING CHARGE SHALL BE PAYABLE ON THE DATE THAT
         ANY OF THE CIRCUITS THAT ARE DEDICATED TO LICENSEE ARE TURNED UP (THE
         "COMMENCEMENT DATE"). THE MONTHLY RECURRING CHARGE SHALL BE PAYABLE IN
         ADVANCE ON THE FIRST DAY OF EACH CALENDAR MONTH FOLLOWING THE
         COMMENCEMENT DATE.

         THE LICENSE FEES SET FORTH IN THE APPLICABLE SCHEDULES SHALL BE
         INCREASED ANNUALLY, BEGINNING WITH THE FIRST ANNIVERSARY OF THE
         COMMENCEMENT DATE, BY THE GREATER OF FOUR PERCENT (4%) OR THE
         INCREASE, IF ANY, IN THE CONSUMER PRICE INDEX. ALL URBAN CONSUMERS
         (CPI-U). U.S. CITY AVERAGE, PUBLISHED BY UNITED STATES DEPARTMENT OF
         LABOR, BUREAU OF LABOR STATISTICS (1982-84=100) FOR THE TWELVE (12)
         MONTH PERIOD ENDING THREE MONTHS PRIOR TO SUCH ANNIVERSARY OF THE
         EFFECTIVE DATE. IN THE EVENT THE BUREAU OF LABOR STATISTICS (OR ANY
         SUCCESSOR ORGANIZATION) NO LONGER PUBLISHES THE CPI-U, WFI MAY, IN ITS
         DISCRETION, DESIGNATE THE STATISTICAL INDEX IT DEEMS MOST APPROPRIATE
         FOR COLLECTION OF ADJUSTMENTS TO A FEE AND, FROM THE DATE THE CPI-U
         CEASED TO BE PUBLISHED, SUCH INDEX SHALL BE USED TO MAKE ADJUSTMENTS IN
         A FEE UNDER THIS PROVISION.

         If the term Commencement Date commences or ends on a day other than the
         first day of a calendar month, then the license fee for the month in
         which the term commences or ends shall be prorated (and paid at the
         beginning of the month) in the proportion that the number of days this
         License is in effect during such month bears to the total number of
         days in the month. If the monthly license fee is not paid when due, the
         amount due and payable shall bear interest at the rate of eighteen
         percent (18%) per annum from the date due until paid.

         In addition, Licensee shall pay to Licensor all costs incurred by
         Licensor in making modifications or improvements to the Facility for
         Licensee, or for fire suppression, energy sources or other utilities,
         and the costs of any work or service performed for, or facilities
         furnished to, Licensee to a




                                        7
<PAGE>


         greater extent or in a manner more favorable to Licensee than that
         performed for or furnished to others within the Facility.

4.       USE OF THE FACILITY: Licensee shall use the Facility solely for the
         purpose of installing, maintaining and utilizing the communications
         equipment and other personal property of Licensee installed in the
         Facility pursuant to the terms of this License for interconnection with
         the facilities of Licensor and the local exchange carriers that are
         present in the Facility on the Commencement Date, and for no other
         purpose. Licensee shall not use the Facility, or allow access thereto
         or use thereof, except in accordance with the terms of this License.
         Licensee shall not use the Facility for storage of equipment or for any
         administrative function.

         In its use of the Facility Licensee shall not interfere, or allow the
         operation of its equipment to interfere, with Licensor or any other
         occupant of the Facility.

         Except as otherwise provided herein, Licensee's equipment shall remain
         the sole property of Licensee. Licensee expressly disclaims any right,
         title, or interest in or to any of Licensor's equipment or property, or
         in that of any of Licensor's affiliates, customers, agents or
         licensees, whether located in the Facility or the Equipment Space. or
         elsewhere.

5.       ACCESS TO FACILITY:

     (a) Shared Access. Where access to a Facility is shared with other users,
         or in the case of access to a cross-connect panel. Licensee shall be
         provided access to the Facility only when accompanied by a
         representative of Licensor. Licensee shall pay the following hourly
         charges for such access for each Qwest representative, for each hour
         or any part thereof:

                  (1) on business days, between the hours of 8:00 a.m. and 5:00
                  p.m. local time, one hundred dollars ($100);

                  (2) on business days, between the hours of 5:00 p.m. and 8:00
                  a.m., and at any time on Saturdays, two hundred and
                  twenty-five dollars ($225); and

                  (3) on Sundays and legal holidays, three hundred dollars
                  ($300).

         Licensee shall be charged for Licensor's travel time as part of the
         foregoing calculations. All individuals entering a Facility at the
         direction of Licensor shall at all time have appropriate
         identification. and shall display it to Licensor's representative on
         request.

         OPTIONAL:

     (a) SEPARATE ACCESS. WHERE ACCESS TO A FACILITY IS NOT SHARED WITH OTHER
         USERS, LICENSEE SHALL BE RESPONSIBLE FOR SECURITY WITHIN ITS CAGED
         SPACE, AND WITHIN AND ABOUT ITS SEPARATE SPACE.

     (b) Scheduling. Licensor shall schedule all access to a Facility by
         telephone through Licensee's Access Control Center.

               (c) SAFETY TRAINING. ALL EMPLOYEES AND CONTRACTORS OF LICENSEE
          WHO WILL ENTER UPON ANY RAILROAD RIGHT OF WAY MUST SUCCESSFULLY
          COMPLETE RAILROAD SAFETY TRAINING FOR THE APPLICABLE RAILROAD, AT
          LICENSEE'S EXPENSE.

6.       TAXES: Licensee shall be liable for and shall pay all taxes levied
         against the property owned by it and located on or about the Facility.

7.       ACCEPTANCE OF FACILITY: The installation of equipment by Licensee shall
         be conclusive evidence that Licensee accepts the Facility "as is," and
         that the Facility is suitable for the use intended by Licensee and is
         in satisfactory condition at the time the equipment was installed.


                                        8
<PAGE>


8.       MAINTENANCE OF PREMISES: Licensee at its own cost and expense, shall
         protect, maintain and keep in good order the Equipment Space and any
         equipment in the Equipment Space, and shall ensure that neither
         Licensee nor its agents, contractors or invitees damage any part of the
         Facility, the Equipment Space or any equipment located in or about the
         Facility, and shall not allow any debris or supplies to be left in or
         about the Facility. Licensee shall not maintain or permit any nuisances
         or violations of governmental laws, rules, regulations or ordinances
         with respect to the Facility. Licensee shall ensure that neither its
         employees, agents nor invitees shall permit any explosive, flammable or
         combustible material or any hazardous or toxic materials, as defined
         under state, federal or local laws or regulations, to be located in or
         about the Facility, except in compliance with all applicable laws and
         regulations.

9.       INSTALLATION AND ALTERATIONS:

         (a) Licensee shall notify Licensor before commencing any installation,
         interconnection, addition or alteration within or about the Facility,
         or undertake any installation, upgrade or modification to Licensee's
         equipment. Without the prior approval of Licensor, Licensee and shall
         not

                  (1) undertake any installation, interconnection, addition or
                  alteration within or about the Facility, or
                  (2) undertake any activity that would in any way result in an
                  increased cost to Licensor, or that might affect the use of
                  the Facility or other equipment by Licensor or any other user
                  of the Facility.

                  Whenever Licensor's approval of work is required, Licensee
         shall deliver a written request to Licensor, specifying:

                  (1) the names and addresses of each proposed contractor and
                  subcontractor;
                  (2) a summary of the qualifications and experience of each
                  contractor and subcontractor;
                  (3) a description of the services to be performed; and
                  (4) the planned dates and times of such activities.

                  Licensor shall have the right to disapprove or require the
         removal of any contractor or subcontractor selected for work in the
         Facility. All such approvals shall be valid only if given by Qwest's
         Vice President of Operations. If approval of any contractors or
         subcontractors is required by the terms of an agreement with a lessor
         or other party holding a superior interest in the Facility, Licensor
         shall also submit the written request to such other party for approval,
         and Licensee's use of contractors shall be subject to landlord's
         approval as set forth in the underlying lease.

         (b) All maintenance, installation, interconnection, addition, upgrade,
         modification or other alteration within the Facility, shall comply with
         all manufacturers' specifications, and shall meet all industry quality
         assurance standards (e.g. NEBS, IEEE, Bellcore).

         (c) Licensee shall pay or cause to be paid all costs and charges:

                  (1)      for work done by Licensee or caused to be done by
                           Licensee on or about the Facility;
                  (2)      for all materials furnished for or in connection
                           with such work;
                  (3)      for alterations or additions to the Facility or
                           equipment that requires Licensor to incur costs; and
                  (4)      all other costs or expenses incurred by Licensor
                           arising out of or related to that arise out of work
                           done by or for the benefit of Licensee.

         (d) Licensee shall indemnify Licensor against and hold Licensor and the
         Facility free and clear of and from all mechanics' liens and claims of
         liens, and all other liabilities, liens, claims and



                                        9


<PAGE>


         demands on account of such work done by or on behalf of Licensee. If
         any such lien is filed at any time against the Facility, or any part
         thereof, Licensee shall cause such lien to be discharged of record
         within ten (10) days after the filing thereof, except that if Licensee
         desires to contest such lien, it will furnish Licensor, within such
         ten-day period, security reasonably satisfactory to Licensor of at
         least 150% of the amount of the claim, plus estimated costs and
         interest. If a final judgment establishing the validity or existence of
         a lien for any amount is entered, Licensee shall pay and satisfy the
         same without delay. If Licensee fails to pay any charge for which a
         mechanics' lien has been filed, and has not given Licensor security as
         described above, Licensor may, at its option, pay such charge and
         related costs and interest, and the amount so paid, together with
         reasonable attorneys' fees incurred in connection with such lien, will
         be immediately due from Licensee to Licensor. Nothing contained in this
         License shall be deemed to constitute a consent or agreement of
         Licensor to subject the Facility to liability under any mechanics' or
         other lien law. If Licensee receives notice that a lien has been or is
         about to be filed against the Facility, or any action affecting title
         to the Facility has been commenced on account of work done by or on
         behalf of, or materials furnished to or for Licensee, it will
         immediately give Licensor notice of such occurrence. At least fifteen
         (15) days before commencement of any work (including but not limited to
         any maintenance, repairs, alterations, additions, improvements or
         installations) in or to the Facility or the Equipment Space by or for
         Licensee. Licensee will give Licensor notice of the proposed work and
         the names and addresses of the persons supplying labor and materials
         for the proposed work. Licensor shall have the right to post notices of
         nonresponsibility or similar notices on the Facility in order to
         protect the Facility against any such liens.

10.      RULES AND REGULATIONS: Licensee shall at Licensee's own cost and
         expense, comply with all federal, state, and local laws, rules,
         regulations, ordinances and requirements, whether now in force or
         hereinafter enacted, relating to Licensee's use of the Facility.
         Licensee will obtain all required permits and licenses pertaining to
         the installation, operation, maintenance and repair of its equipment in
         the Facility. In addition, Licensee agrees to comply with all rules and
         regulations of Licensor and the holder of any superior lease or other
         superior right that pertains to use of the Facility or the Equipment
         Space.

11.      WAIVER OF LIABILITY; INDEMNIFICATION: Licensor and Licensee hereby
         agree that:

         (a) Except as provided in subsection 11(b), neither party shall be
         liable to the other party, and each party hereby releases and waives
         all claims against the other party, for any injury or damage arising
         from interruption of service or power, except to the extent caused by
         the gross negligence or intentional misconduct of the other party or
         its employees, agents or contractors. NOTWITHSTANDING ANY PROVISION OF
         THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE
         OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY
         OR PUNITIVE, LOSS OF PROFITS OR CONSEQUENTIAL DAMAGES, WHETHER
         FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, SUCH PARTY'S
         FAILURE TO PERFORM ITS OBLIGATIONS, OR A BREACH OF ITS REPRESENTATIONS
         HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE,
         COST OF REPLACEMENT SERVICES (WHETHER ARISING OUT OF TRANSMISSION
         INTERRUPTIONS OR PROBLEMS, ANY INTERRUPTION OR DEGRADATION OF SERVICE
         OR OTHERWISE), OR CLAIMS OF CUSTOMERS. ALL CLAIMS WITH RESPECT TO WHICH
         SUCH SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES
         ARE HEREBY SPECIFICALLY WAIVED.

         LICENSEE EXPRESSLY ACKNOWLEDGES THAT LICENSOR INTENDS TO ALLOW OTHER
         LICENSEES TO INSTALL EQUIPMENT IN THE FACILITY. LICENSEE EXPRESSLY
         AGREES THAT LICENSOR SHALL HAVE NO LIABILITY FOR ANY DAMAGES, COSTS, OR
         LOSSES INCURRED BY LICENSEE CAUSED BY SUCH OTHER LICENSEES' ACTS,
         EQUIPMENT, OR FAILURE TO ACT.



                                       10
<PAGE>




         (b) Licensee agrees to indemnify and hold harmless and defend Licensor,
         its employees, contractors, and agents from and against any and all
         demands, claims, causes of action, fines, penalties, damages (including
         consequential damages), losses, liabilities, judgments, and expenses
         (including without limitation attorneys' fees and court costs) incurred
         in connection with or arising from:

                    (1)  the use or occupancy of the Facility by Licensee or any
                         person claiming under Licensee;

                    (2)  any activity, work, or thing done or permitted by
                         Licensee in or about the Facility;

                    (3)  any acts, omissions, negligence or willful misconduct
                         of Licensee or any person claiming under Licensee, or
                         the employees, agents, contractors, invitees, licensees
                         or visitors of Licensee;

                    (4)  any breach, violation, or nonperformance by Licensee or
                         any person claiming under Licensee or the employees,
                         agents, contractors, invitees, licensees or visitors of
                         Licensee of any term, covenant, or provision of this
                         License, or any law, statute, ordinance or governmental
                         requirement of any kind; or

                    (5)  except for loss that is proximately caused by or
                         results proximately from the negligence of Licensor,
                         any injury or damage to the person, property, or
                         business of Licensee, its employees, agents,
                         contractors, invitees, licensees, visitors, or any
                         other person entering the Facility under the express or
                         implied invitation of Licensee.

                    If any action or proceeding is brought against Licensor, its
                    employees, contractors or agents by reason of any such
                    claim, Licensee shall, on notice from Licensor, defend the
                    claim at Licensee's expense with counsel reasonably
                    satisfactory to Licensor. The obligations of this section
                    shall survive the expiration or other termination of this
                    License.

12.      INSURANCE:

         (a) During the term of this License, Licensee shall, at Licensee's sole
         cost and expense, keep in full force and effect the following
         insurance:

                  (1) standard form property insurance insuring against the
         perils of fire, vandalism, malicious mischief, extended coverage
         ("all-risk") and sprinkler leakage. This insurance policy shall be on
         all property owned by Licensee, or for which Licensee is legally
         liable, or that was installed at Licensee's expense, and which is
         located in the Facility, in an amount not less than its full
         replacement cost. If there is a dispute about the amount that comprises
         full replacement cost, the decision of Licensor shall be conclusive.

                  (2) commercial general liability insurance insuring Licensee
         against any liability arising out of the license, use occupancy or
         maintenance of the Facility and all areas appurtenant thereto. Such
         insurance shall be in the amount of $2 million ($6 million on railroad
         right of way) combined single limit for injury to or death of one or
         more persons in an occurrence, and for damage to tangible property
         (including loss of use) in an occurrence. The policy shall insure the
         hazards of the Facility and Licensee's operations thereon, independent
         contractors, contractual liability (covering the indemnity of Licensee
         contained in this License), and shall (a) list Licensor as an
         additional insured, (b) contain a cross liability provision, and (c)
         contain a provision that the insurance provided to Licensor hereunder
         shall be primary and noncontributing with any other insurance
         available to Licensor.

                  (3) workers compensation as required by applicable state law,
         and employer's liability insurance with minimum limits of $1,000,000
         per occurrence. If the Facility is located in a


                                       11
<PAGE>



         "monopolistic" state, Licensee shall carry "stop gap" coverage with
         minimum limits of $1,000,000 per occurrence.

                  (4) business automobile insurance in an amount not less than
         $1,000,000 per occurrence covering all autos used at the Facility,
         including owned, non-owned and hired autos.

         (b) All the insurance required of Licensee under this Agreement shall:
         (1) be issued as a primary policy by an insurer with an A M Best
         rating of VII or better, (2) contain an endorsement requiring sixty
         (60) days written notice from the insurance company to both parties
         before cancellation or material reduction in the coverage, scope or
         amount of any policy. Each liability insurance policy shall list
         Licensor, its, officers, directors and employees as additional
         insureds and loss payees. Each policy, or a certificate of the policy
         acceptable in form and content to Licensor, shall be deposited with
         Licensor within thirty (30) days after execution of this Agreement and
         on renewal of the policy not less than thirty (30) days after
         expiration of the initial term of the policy.

         (c) Anything in this License to the contrary notwithstanding, Licensor
         and Licensee each waives all rights of recovery, claim, action or cause
         of action against the other, its agents (including partners, both
         general and limited), trustees, officers, directors, agents and
         employees, for any loss or damage that may occur to the Facility, or
         any improvements thereto, or any property of such party therein,
         arising from any cause covered by any insurance carried by such party,
         including negligence of the other party. Licensor and Licensee shall
         cause their respective insurers to issue appropriate waiver of
         subrogation rights endorsements to all insurance policies carried in
         connection with the Facility or the contents.

13.      ASSIGNMENT AND SUBLICENSING: Licensor may freely assign this License.
         Licensee shall not sell, assign, pledge, encumber or otherwise transfer
         by operation of law or otherwise all or any part of Licensee's rights
         or obligations under this License, nor permit any other person to
         occupy or use the Facility or any portion thereof, without first
         obtaining Licensor's prior written consent, which consent may be
         withheld in Licensor's sole discretion. Licensee shall notify Licensor
         sixty (60) days prior to the effective date of any proposed assignment
         of its intention to assign this License. Any attempted sale,
         assignment, encumbrance or other transfer of all or any part of this
         License by Licensee shall be void and shall constitute a breach of this
         License.

         OPTIONAL FOR IRU:
         LICENSOR MAY FREELY TRANSFER OR ASSIGN ITS INTEREST IN THIS LICENSE.
         LICENSEE MAY NOT TRANSFER OR ASSIGN ITS INTEREST IN THIS LICENSE
         EXCEPT WHEN AND IF, AND PURSUANT TO THE TERMS THAT LICENSEE'S INTEREST
         IN THE IRU AGREEMENT MAY BE TRANSFERRED OR ASSIGNED. THIS LICENSE MAY
         BE TRANSFERRED OR ASSIGNED BY LICENSEE ONLY IN CONJUNCTION WITH A
         TRANSFER OR ASSIGNMENT BY LICENSEE OF ITS INTEREST IN THE IRU
         AGREEMENT.

14.      SERVICES PROVIDED BY LICENSOR: Licensor shall make available the
         following services for Licensee's use of the Equipment Space:

         (a) HVAC sufficient to maintain an ambient temperature of 50 degrees F
         to 86 degrees F and relative noncondensing humidity.

         (b) AC power consisting of commercial, unprotected and interruptible
         120 volt, 20 amp each, single phase, duplex outlets, for testing of
         equipment only.

         (c) Except as otherwise specified in Exhibit A, DC power consisting of
         fused 30 amp A supply and fused 30 amp B supply, negative 48 volts,
         for each rack.

         (d) Fire suppression system, either sprinkler system or other system
         that conforms with local, state, and federal laws and regulations.



                                       12
<PAGE>



         (e) Battery reserve, as is available to Licensor.

         (f) Grounding.

         Installation of Licensee's equipment shall be performed in accordance
         with Licensor's installation policies and specifications. Licensee
         shall supply the fiber, cable and the equipment that will be installed
         on the shelves. For cable terminations, all connectors shall be
         compatible with BNC connectors. For fiber terminations, all connectors
         shall be standard FC connectors. Licensor will perform the
         interconnection between Licensor's and Licensee's equipment. All
         services shall be provided at the Facilities and under the direction
         and instruction of Licensee's personnel, and Licensee accepts sole
         responsibility for services performed by Licensor.

         LICENSOR SHALL HAVE NO DUTY TO MONITOR, MAINTAIN, OR CARE FOR THE
         EQUIPMENT INSTALLED BY OR FOR LICENSEE.

15.      RELOCATION: In the event of any damage, destruction or condemnation of
         the Facility, or in the event of a termination of an underlying ground
         or facilities lease or right of way agreement. Licensor shall have the
         right relocate the Facility or all or any portion of the Equipment
         Space designated for Licensee's equipment. Following receipt of such
         notice, Licensee may relocate Licensee's equipment, at Licensee's
         cost, to the new Facility or Equipment Space.

16.      SURRENDER OF THE PREMISES: Within fifteen (15) days of expiration or
         earlier termination of this License, Licensee shall remove its
         equipment from the Facility at Licensee's expense. Licensee shall
         surrender the Equipment Space in good condition, reasonable wear and
         tear excepted. If Licensee fails to remove its equipment and other
         personal property from the Facility within thirty (30) days after the
         date of expiration or other termination, Licensor may remove such items
         at Licensee's sole cost and expense.

         In addition, upon expiration or other termination of this License for
         any reason, Licensee shall, at its sole cost and expense, remove all
         alterations, additions and improvements made or installed by Licensee
         and restore the Facility to the same or as good condition as existed as
         when Licensee first installed equipment, reasonable wear and tear
         excepted.

17.      EVENTS OF DEFAULT:

         (a) The occurrence of any one or more of the following events shall
         constitute a default and breach of this License by Licensee ("Events of
         Default"):

                  (1) Licensee's failure to pay when due any recurring monthly
         license fees and charges, initial installation charges, or other
         amounts.

                  (2) The installation by Licensee of any equipment in the
         Facility without first obtaining Licensor's consent.

                  (3) Licensee's vacation or abandonment of a Facility.

                  (5) Interference by Licensee with Licensor or any other user
         of a Facility that continues for four (4) hours following notice from
         Licensor.

                  (6) A transfer or assignment by Licensee of its interest in
         this License, except as specifically permitted by the terms of this
         License.


                                       13


<PAGE>


                  (7) LICENSEE'S FAILURE TO RELOCATE LICENSEE'S EQUIPMENT IN
         ACCORDANCE WITH SECTION 1(e).

                  (8) Licensee's failure to perform or observe any other term,
         covenant or condition of this License, if the failure continues for
         thirty (30) days after notice has been given to Licensee.

         (b) Upon the occurrence of any Event of Default, Licensor may, without
         notice or demand and in addition to any other right or remedy available
         at law or equity, terminate this License and remove all of Licensee's
         equipment from the Facility and store the same at Licensee's expense.
         Licensee hereby waives any damages occasioned by such removal. Any
         equipment so removed will be returned to Licensee upon payment in full
         of all storage costs, past due license fees and charges. If within
         thirty (30) days following such equipment removal. Licensee has not
         requested the return of its equipment and paid any sums owed, then
         Licensor may exercise all rights of ownership over such equipment
         including the right to sell same and retain possession of any sale
         proceeds. Licensor's exercise of any remedies provided for in this
         section shall be without prejudice to any other remedies Licensor may
         have provided for herein or by law.

18.      FORCE MAJEURE: Should the performance of any act required by this
         License, other than the payment of money, be prevented or delayed by
         reason of an act of God, strike, lockout, labor troubles, inability of
         Licensor to secure materials necessary to provide the services,
         restrictive governmental laws or regulations, or any other cause beyond
         the control of the party required to perform the act, the time for
         performance will be extended for a period equivalent to the period of
         delay and performance of the act during the period of delay will be
         excused.

19.      GOVERNING LAW: This License shall be governed by and construed in
         accordance with the laws of the State of New York.

20.      INTERPRETATION: Licensor and Licensee hereby expressly agree that this
         License constitutes a mere license and not an interest in the Facility.

21.      WAIVER: No waiver by Licensor of any default or breach of Licensee's
         performance of any term, condition or covenant of this License shall be
         deemed to be a waiver of any subsequent default or breach by Licensee
         of the same or any other term, condition or covenant contained in this
         License.

22.      NOTICES: All notices required or permitted by this License shall be in
         writing and delivered by hand, courier, overnight delivery service or
         registered or certified mail return receipt requested. Any notice or
         other communication under this License shall be deemed given when
         received or refused and shall be directed to the following addresses:

                  (a) If to Licensor:


                             Qwest Communications Corporation
                             555 17th Street, 7th Floor
                             Denver, Colorado 80202
                             Attention: Vice President, Transport Engineering

                             with copies to:

                             Qwest Communications Corporation
                             555 17th Street, 7th Floor
                             Denver, Colorado 80202
                             Attention: Contracts Manager, Field Operations

                             And:



                                       14


<PAGE>




                             Qwest Communications Corporation
                             555 17th Street, 7th Floor
                             Denver, Colorado 80202
                             Attention: General Counsel

                  (b) If to Licensee:

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

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

                             --------------------------------
                             Attention:
                                       ----------------------

         In addition, Licensor may give Licensee notice of potential
         interruption of or interference with service under section 17(a)(5) by
         electronic delivery at the following internet address:
         www.changeman@qwest.com.

         Licensor's Access Control Center: (888) 345-4762.

         LICENSEE'S ACCESS CONTROL CENTER:               .

         Either party may change its address for purposes of this section by
         notice similarly given.

23.      TERMS AND HEADINGS: The section titles of this License shall have no
         effect upon the construction or interpretation of any part hereof.

24.      SUCCESSORS: This License shall inure to the benefit of and be binding
         on the parties, and their heirs, successors, assigns and legal
         representatives, but nothing contained in this section shall be
         construed to permit an assignment or other transfer except as
         specifically provided herein.

25.      SEVERABILITY: Any provision of this License which shall prove to be
         invalid, void or illegal shall in no way affect, impair or invalidate
         any other provision hereof and the remaining provisions hereof shall
         remain in full force and effect to the greatest extent permitted by
         law.

26.      RULES AND REGULATIONS: Licensee and its employees, agents and invitees
         shall abide by and observe all reasonable rules and regulations as may
         be promulgated by Licensor or Licensor's lessor for the maintenance and
         use of the Facility. Notice of the rules and regulations will be
         posted or provided to Licensee. Licensor may periodically amend or
         supplement the rules and regulations at its sole discretion.

27.      AMENDMENT AND MODIFICATION: This License may be amended, changed or
         modified only by an instrument in writing signed by duly authorized
         representatives of the parties hereto. Licensee expressly agrees to
         execute any amendment to this License which may be required by holder
         of a superior interest in the Facility, which does not materially and
         adversely affect Licensee's rights under this License, within fifteen
         (15) days of a written request by Licensor or Licensor may terminate
         this License on notice to Licensee.

28.      ATTORNEYS' FEES: If either party commences an action against the other
         party arising out of or concerning this License, the prevailing party
         in such litigation shall be entitled to reasonable attorneys fees and
         costs in addition to such other relief as may be awarded.

29.      ENTIRE AGREEMENT: This License contains all of the agreements of the
         parties concerning the Facility, and there are no spoken or other
         agreements that modify or affect this License. This License supersedes
         any and all prior agreements made or executed by or on behalf of the
         parties hereto regarding the Facility.



                                       15

<PAGE>



30.      CONFIDENTIALITY: The parties agree that this License is and shall be
         kept confidential. Neither party shall divulge or otherwise disclose
         any of the provisions of this License to any third party without the
         prior written consent of the other party, except that either party may
         make disclosure to those required for the implementation of this
         License, and to customers and prospective customers, purchasers and
         prospective purchasers, auditors, attorneys, financial advisors,
         lenders and prospective lenders, investors and prospective investors,
         provided that in each case the recipient agrees in writing to be bound
         by the confidentiality provisions set forth in this section. In
         addition, either party may make disclosure as required by a court order
         or as otherwise required by law or in any legal or arbitration
         proceeding relating to this License. If either party is required by law
         or by interrogatories, requests for information or documents, subpoena,
         civil investigative demand or similar process to disclose the
         provisions of this License, it will provide the other party with prompt
         prior notice of such request or requirement so that such party may seek
         an appropriate protective order and/or waive compliance with this
         Section. The party whose consent to disclose information is requested
         shall respond to such request, in writing, within five (5) working days
         of the request by either authorizing the disclosure or advising of its
         election to seek a protective order, or if such party fails to respond
         within the prescribed period the disclosure shall be deemed approved.

         In addition, Licensee shall submit to Licensor all news releases,
         advertising and other publicity material related to this License
         wherein Licensor's name is mentioned or language is used from which a
         connection to Licensor's name therein may, in Licensor's judgment, be
         inferred or implied. Licensee shall neither publish nor use such
         material nor use Licensor's name, without the prior written consent of
         Licensor.

         IN WITNESS WHEREOF, the parties have executed this License the date
         first above written.

                                      Licensor: Qwest Communications Corporation


                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------
                                      Date:
                                           -------------------------------------


                                      Licensee:


                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:
                                            ------------------------------------
                                      Date:
                                           -------------------------------------




                                       16
<PAGE>


31.1.1.1

                              COLLOCATION AGREEMENT
                              EXHIBIT A
                              LOCATION OF THE FACILITY


        REQUEST NO.                                             RESERVATION NO.
                                THE EQUIPMENT SPACE

        Number of bays/racks:
        Dimensions of each bay/rack:              23" by 19" and seven feet tall
        Space Type:                               Common


        DC Power Requirements:

                Voltage:
                Total amperage:                   A&B Feeds Required:

                Number Of Breakers Needed (per feed):

                20 amp:                 30 amp:                40 amp:
                50 amp:                 60 amp:                100 amp:
                Other:

        Signal Interface (Choose One):

                Dark Fiber:    [ ]           Connection:
                Optical:       [ ]           Type:
                Electrical:    [ ]           Bit Rate:

        Notes, Special Requirements:

                         LICENSE FEES AND OTHER CHARGES

        A One-time Nonrecurring Charge ("NRC") of $2500.00 per rack.
        A Monthly Recurring Charge ("MRC") of $1500.00 per rack (up to 30 amps
        of DC power per rack included in the MRC).
        An additional monthly recurring charge of $10 per amp of DC power per
        rack (provided in 10 amp increments) for power furnished above 30
        amps per rack.



                                       17
<PAGE>



         OPTIONAL CLAUSES:

         In addition, Licensor may give Licensee notice of the availability or
         interruption of the services described in section 3, or a planned
         maintenance, by electronic delivery at all of the following internet
         addresses:


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

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

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

         and Licensee may give Licensor notice of rejection of a rack by
         electronic delivery at the following internet address:

                                   @qwest.net


         In the case of an emergency, Licensor may notify Licensee either
         through the Internet addresses set forth above, or at the following
         telephone numbers:

         Primary Telephone Number:     (  )

         Alternate Telephone Number:   (  )









                                       18
<PAGE>

                                     EXHIBIT
                   AMENDMENT TO COLLOCATION LICENSE AGREEMENT

         This Amendment to the Collocation License Agreement ("Amendment") is
entered into as of the ____ day of __________, 199__ or 200__, by and between
Qwest Communications Corporation ("Licensor") and (the "Licensee").

                                    Recitals

         A.       The parties entered into that certain Collocation Agreement
                  dated ______________________________ (the "Master Agreement").

         B.       By the terms of the Master Agreement, Licensee is entitled to
                  increase the number of bays dedicated for its use at certain
                  Facilities that are subject to the Master Agreement.

         C.       Licensee has elected to increase the number of bays at certain
                  Facilities, and Licensor and the Licensee wish to amend the
                  Master Agreement to include additional bays.

                                Additional Terms

         In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Licensor and Licensee agree as follows:

         1. Defined Terms. Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given to them in the Agreement.

         2. The Bays. Exhibit A of the Master Agreement is hereby amended to
include the following additional bays:

         Address of Facility          Number of Bays Dedicated to Licensee's Use


1. Equipment Space. Exhibits ____ through ____ are hereby deleted in their
entirety, and Exhibits A through H that are attached hereto are substituted in
lieu thereof.

         OR:

         Exhibit _______ is hereby deleted in its entirety, and the following is
         added to the Master Agreement in lieu thereof.

         Exhibit _______ is hereby modified by adding the following:

         Exhibit _______ is hereby modified by inserting the following after the
         _______ sentence thereof:

         Section _______ of Exhibit _______ is hereby deleted in its entirety,
         and the following is added to Exhibit _______ in lieu thereof.

         Section _______ of Exhibit _______ is hereby modified by adding the
         following at the end of that section:

         Section _______ of Exhibit _______ is hereby modified by inserting the
         following after the _______ sentence thereof:

         The following articles are hereby added to the Master Agreement:


                                       19
<PAGE>


         3. Confirmation of Agreement. Licensor and Licensee confirm and ratify
in all respects the terms and conditions of the Agreement, as amended by this
Amendment.

         Licensor and Licensee have executed this Amendment effective as of the
day first written above.

                                                Qwest Communications Corporation


By:                                             By:
   -----------------------------                   -----------------------------
Name:                                           Name:
     ---------------------------                     ---------------------------
Title:                                          Title:
      --------------------------                      --------------------------
Date:                                           Date:
     ---------------------------                     ---------------------------


Additional Space.
Licensor may offer to license to Licensee additional Equipment Space in
Licensor's Facilities on the terms and conditions of this License. If Licensee
accepts such offer, within ten (10) days following acceptance of Licensor's
offer, the parties shall execute an amendment to Exhibit A of this License. The
amendment shall be in the form attached hereto as Exhibit ______. The Term of
the license for the Equipment Space shall be as set forth in Exhibit A.

Option to Renew.
Licensor grants to Licensee the right and option to extend the Term for an
additional _____ years (the "Renewal Term"). Licensee shall notify Licensor of
its election to extend this License for the Renewal Term not later than six (6)
months before the expiration date of the then existing Term. Licensee's failure
to exercise the option in a timely manner shall cause such option to extinguish
automatically, time being of the essence. The Renewal Term shall be upon all of
the terms, covenants, and conditions of this License.

Permitted Assignments.
Notwithstanding anything contained in this License to the contrary, Licensee
may, without the prior consent of Licensor, assign this License to any company
into which Licensee may be merged or consolidated, or that acquires
substantially all of the assets of Licensee.



                                       20