<PAGE>
                                                                   Exhibit 10.55


                                   AGREEMENT
                  FOR LOCAL WIRELINE NETWORK INTERCONNECTION
                                      AND
                                SERVICE RESALE
                                    Between

                                  AT&T Corp.

                                      and

                         U S WEST Communications, Inc.

                             in the State of Idaho
<PAGE>

                               TABLE OF CONTENTS

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

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

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

     1. General Provisions...............................................     13
     2. Most Favored Nation Terms and Treatment..........................     14
     3. Payment..........................................................     15
     4. Taxes............................................................     15
     5. Intellectual Property............................................     15
     6. Severability.....................................................     16
     7. Responsibility for Environmental Contamination...................     17
     9. Independent Contractor Status....................................     18
     10. Referenced Documents............................................     19
     11. Publicity and Advertising.......................................     19
     12. Executed in Counterparts........................................     19
     13. Headings Not Controlling........................................     19
     14. Joint Work Product..............................................     19
     15. Survival........................................................     19
     16. Effective Date..................................................     20
     17. Amendment of Agreement..........................................     20
     18. Indemnification.................................................     20
     19. Limitation of Liability.........................................     21
     20. Term of Agreement...............................................     21
     21. Governing Law...................................................     22
     22. Cancellation Charges............................................     22
     23. Regulatory Approvals............................................     22
     24. Compliance......................................................     22
     25. Force Majeure...................................................     23
     26. Escalation Procedures...........................................     24
     27. Dispute Resolution..............................................     24
     28. Nondisclosure...................................................     25
     29. Notices.........................................................     26
     30. Assignment......................................................     27
     31. Warranties......................................................     27
     32. Default.........................................................     28
     33. Remedies........................................................     29
     34. Waivers.........................................................     29
     35. No Third Party Beneficiaries....................................     29
     36. Physical Security...............................................     29
     37. Network Security................................................     30
     38. Revenue Protection..............................................     30
</TABLE>

<PAGE>

     39. Law Enforcement Interface........................................... 31
     40. Collocation......................................................... 31
     41. Technical References - Collocation.................................. 41
     42. Number Portability.................................................. 42
     43. Dialing Parity...................................................... 49
     44. Directory Listings.................................................. 50
     46. U S WEST Dex Issues................................................. 53
     47. Access to Poles, Ducts, Conduits, and Rights of Way................. 53
     48. Bona Fide Request Process for Further Unbundling.................... 58
     49. Audit Process....................................................... 61
     50. Miscellaneous Services.............................................. 62
     51. Unused Transmission Media........................................... 78
     52. Service Standards................................................... 80
     53. Entire Agreement.................................................... 80
     54. Reservation of Rights............................................... 80


ATTACHMENTS

 Attachment 1        Rates and Charges

 Attachment 2        Resale

 Attachment 3        Unbundled Access/Elements

 Attachment 4        Interconnection

 Attachment 5        Business Process Requirements

 Attachment 6        Electronic Interfaces

 Attachment 7        Implementation Schedule



                                       2

<PAGE>

          This Interconnection Agreement (this "Agreement"), effective _______,
199_ (the "Effective Date"), is entered into by and between AT&T Communications
of the Mountain States, Inc., a Colorado Corporation, and U S WEST
Communications, Inc., a Colorado corporation, to establish the rates, terms and
conditions for local interconnection, local resale, and the purchase of
unbundled network elements (individually referred to as the "service" or
collectively as the "services").

                                   RECITALS

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

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

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

          WHEREAS, AT&T wishes to purchase on an unbundled basis Network
Elements, Ancillary Services and Functions and additional features separately or
in any Combination/1/, and to use such services for itself or for the provision
of its Telecommunications Services to others, and U S WEST is willing to provide
such services;

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

                              SCOPE OF AGREEMENT

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

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

          C.   U S WEST will provide AT&T with at least the level of service
quality or performance of obligations under this Agreement as U S WEST provides
itself or any other Person with respect to all Telecommunications Services,
Local Interconnection, Services for Resale, and Network Elements as applicable
and shall provide such level of service quality or performance of service
obligations in accordance with the specific requirements agreed to in Attachment
5./2/

_______________________

/1/ Per Order 27236 of the Idaho Public Utitlites Commission (Dec. 1, 1997), at
    p.8.
/2/ Per Sixth Order, at p. 3.

                                       1
<PAGE>

          D.   U S WEST shall provide to AT&T Services for Resale that are equal
in quality, subje ct to the same conditions (including the conditions in U S
WEST's effective tariffs which are not otherwise inconsistent with the terms and
conditions contained herein), within the same provisioning time intervals that U
S WEST provides these services to itself, its Affiliates and others, including
end users, and in accordance with any applicable Commission service quality
standards, including standards the Commission may impose pursuant to Section 252
(e)(3) of the Act.

          E.   Each Network Element provided by U S WEST to AT&T shall be at
least equal in the quality of design, performance, features, functions,
capabilities and other characteristics, including, but not limited to, levels
and types of redundant equipment and facilities for power, diversity and
security, that U S WEST provides to itself, U S WEST's own subscribers, to a U S
WEST Affiliate or to any other entity./3/

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

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

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

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

                                  DEFINITIONS

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

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

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

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

_______________________________

/3/ Per Sixth Order, at p. 3.

                                       2
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       3
<PAGE>

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

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

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

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

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

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

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

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

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

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

          (c)  Combination End Office/Tandem Office Switches.

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

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

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

                                       4
<PAGE>

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

"Combinations" means provision by U S WEST of two or more connected Network
Elements ordered by AT&T to provide its Telecommunication Services in a
geographic area or to a specific subscriber and that are placed on the same or
related order by AT&T, subject to restrictions, if any, imposed by the
Commission./4/

"Commission" means the Idaho Public Utilities Commission.

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

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

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

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

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

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

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

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

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

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

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

_______________________________

/4/ Per Order 27236, at p. 8.

                                       5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

"FCC" means the Federal Communications Commission.

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

                                       6
<PAGE>

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

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

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

"ILEC" means the incumbent local exchange carrier.

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

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

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

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

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

"Itself" means U S WEST Communications, Inc., any subsidiary, Affiliate or any
other party to which U S WEST provides interconnection./5/

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

"LATA" means Local Access Transport Area.

"LEC" means local exchange carrier.

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

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

__________________________

/5/ Per Iowa Util. Bd.

                                       7
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

                                       8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       9
<PAGE>

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

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

"Port" means a termination on a Central Office Switch that permits customers to
send or receive Telecommunications Services over the public switched network,
including switch features or switching functionality./6/

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

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

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

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

"Rate Center" means the geographic point and corresponding geographic area which
are associated with one or more particular NPA-NXX codes which have been
assigned to U S WEST or AT&T for its provision of basic exchange
Telecommunications Services. The "Rate Center Point" is the finite geographic
point identified by a specific V&H coordinate, which is used to measure
distance-sensitive end user traffic to/from the particular NPA-NXX designations
associated with the specific Rate Center. The "Rate Center Area" is the
exclusive geographic area identified as the area within which U S WEST or AT&T
will provide basic exchange Telecommunications Services bearing the particular
NPA-NXX designations associated with the specific Rate Center. The Rate Center
Point must be located within the Rate Center Area.

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

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

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

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

"Routing Point" means a location which U S WEST or AT&T has designated on its
own network as the homing (routing) point for traffic inbound to basic exchange
Telecommunications Services provided by

_________________________

/6/ Per Third Order, at p. 1

                                       10
<PAGE>

U S WEST or AT&T which bear a certain NPA-NXX designation. The Routing Point is
employed to calculate mileage measurements for the distance-sensitive transport
element charges of Switched Access Services. Pursuant to Bellcore Practice BR
795-100-100, the Routing Point may be an "End Office" location, or a "LEC
Consortium Point of Interconnection." Pursuant to that same Bellcore Practice,
examples of the latter shall be designated by a common language location
identifier (CLLI) code with (x)KD in positions 9, 10, 11, where (x) may by any
alphanumeric A-Z or 0-9. The Routing Point need not be the same as the Rate
Center Point, nor must it be located within the Rate Center Area, but must be in
the same LATA as the NPA-NXX.

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

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

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

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

"Service Control Point" or "SCP" is a specific type of Database Network Element
functionality deployed in a Signaling System 7 (SS7) network that executes
service application logic in response to SS7 queries sent to it by a switching
system also connected to the SS7 network. SCPs also provide operational
interfaces to allow for provisioning, administration and maintenance of
subscriber data and service application data (e.g., a toll free database stores
subscriber record data that provides information necessary to route toll free
calls).

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

"Switch"  -- See Central Office Switch.

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

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

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

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

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

                                       11
<PAGE>

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

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

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

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

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

"TRCO" means Trouble Reporting Control Office.

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

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

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

                                       12
<PAGE>

                             TERMS AND CONDITIONS

1.   General Provisions

     1.1    Each Party is individually responsible to provide facilities within
            its network which are necessary for routing, transporting,
            measuring, and billing traffic from the other Party's network and
            for delivering such traffic to the other Party's network in the
            standard format compatible with AT&T's network and to terminate the
            traffic it receives in that standard format or the proper address on
            its network. The Parties are each solely responsible for
            participation in and compliance with national network plans,
            including the National Network Security Plan and the Emergency
            Preparedness Plan.

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

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

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

            1.3.1.1 U S WEST agrees that in no event shall it intentionally
                    allow any Network Component provided by U S WEST to AT&T
                    under this Agreement to perform below the standards or
                    deviations therefrom reflected in Section 1.3.1. U S WEST
                    shall minimize any degradation to its equipment relative to
                    currently applicable service, where reasonable in view of
                    industry adopted performance standards and technological
                    developments. Written notice (the "Change Notice") of any
                    planned changes in standards for any Network Component which
                    could impact that Network Component will be provided at
                    least ninety (90) days (or at the make/buy point) prior to
                    the planned implementation. If AT&T notifies U S WEST of how
                    the proposed change may adversely impact AT&T or its
                    Customers within fourteen (14) calendar days after receipt
                    of U S WEST's Change Notice, U S WEST and AT&T will schedule
                    joint discussions to address and attempt to resolve the
                    matter, including without limitation consideration of
                    proposed alternatives. In addition, if U S WEST learns that
                    any Network

                                       13
<PAGE>

                    Component purchased by AT&T under this Agreement
                    has been permitted (even if not intentionally) to fall
                    materially below the level or specification in effect as of
                    the Effective Date, U S WEST shall inform AT&T immediately.

          1.3.1.2   Nothing in this Agreement shall be construed as an agreement
                      by the parties to waive any continuing legal requirement
                      that U S WEST need only provide access to or
                      interconnection with its network as it exists at the time
                      that AT&T may request such access, as opposed to a yet
                      unbuilt, superior one. Modifications to U S WEST's network
                      may be limited to those required to accommodate
                      interconnection or access to unbundled network elements.
                      Nothing in this agreement shall constitute a waiver of any
                      obligation that U S WEST has to meet applicable state or
                      federal standards respecting the nature, extent, or
                      capabilities of its network that serves customers in
                      Idaho./7/

          1.3.2     For purposes of providing interconnection to AT&T, in no
                    event shall U S WEST be required to provide a level of
                    service superior to that which it provides to Itself./8/

          1.3.3 These preceding conditions shall be applicable for the entire
                contract and take precedence over any other conflicting section.
                The absence of specific references to this Section in
                potentially conflicting sections is not to be construed to mean
                that this Section does not apply.

          1.3.4 The Parties recognize that services and processes to be provided
                or followed by U S WEST may deviate from those desired by AT&T
                or otherwise outlined in this Agreement. Due to the manner in
                which U S WEST has chosen to adopt its own processes or
                implement industry standards into the design of its services or
                support functions, some of the services or support functions
                deployed within U S WEST may not adhere to all the
                specifications set forth and described in this Agreement. Within
                forty-five (45) days after a request by either Party, the
                Parties will develop processes by which U S WEST will inform
                AT&T of the standards known by U S WEST to differ from standards
                referenced in this Agreement for services or support functions
                actually provided to AT&T. In addition, the Parties agree that
                such deviations documented by U S WEST pursuant to such process
                shall, to the extent permitted by FCC and Board rules and
                regulations, supersede sections of this Agreement referencing
                such standards, services, or functions./9/

2.   Most Favored Nation Terms and Treatment

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


_____________________________
/7/ Per Sixth Order, at p. 4.
/8/ Per Fifth Order, at p. 13
/9/ Per Sixth Order, at p. 5.

                                       14
<PAGE>

          After there is a final court determination interpreting Section 252(i)
          of the Act, the Parties agree to revise this Section 2.1 to reflect
          such interpretation

3.   Payment

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

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

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

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

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

4.   Taxes

     4.1  Any federal, state or local excise, sales, or use taxes (excluding any
          taxes levied on income) resulting from the performance of this
          Agreement shall be borne by the Party upon which the obligation for
          payment is imposed under applicable law, even if the obligation to
          collect and remit such taxes is placed upon the other Party. Any such
          taxes shall be shown as separate items on applicable billing documents
          between the Parties. The Party so obligated to pay any such taxes may
          contest the same in good faith, at its own expense, and shall be
          entitled to the benefit of any refund or recovery, provided that such
          Party shall not permit any lien to exist on any asset of the other
          Party by reason of the contest. The Party obligated to collect and
          remit taxes shall cooperate fully in any such contest by the other
          Party by providing records, testimony and such additional information
          or assistance as may reasonably be necessary to pursue the contest. To
          the extent a sale is claimed to be for resale tax exemption, the
          purchasing Party shall furnish the providing Party a proper resale tax
          exemption certificate as authorized or required by statute or
          regulation by the jurisdiction providing said resale tax exemption.
          Failure to timely provide said resale tax exemption certificate will
          result in no exemption being available to the purchasing Party during
          the applicable reporting period.

5.   Intellectual Property/10/

__________________________
/10/ Per Third Order, at pp. 1-2

                                       15
<PAGE>

     5.1  Obligations of Party Requesting Access. As a condition to the access
          or use of patents, copyright, trade secrets, and other intellectual
          property (including software) owned or controlled by a third party to
          the extent necessary to implement this Agreement or specifically
          required by the then applicable federal and state rules and
          regulations relating to Interconnection and access to
          telecommunications facilities and services ("Third Party Intellectual
          Property"), the Party providing access may require the other, upon
          written notice from time to time, to obtain a license or permission
          for such access or use of Third Party Intellectual Property, make all
          payment, if any, in connection with obtaining such license, and
          provide evidence of such license.

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

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

     5.4  If, after the Party providing access under this Agreement has met all
          of its obligation set forth pursuant to this Section 5, the other
          Party fails to obtain a license or permission for access or use of
          Third Party Intellectual Property, the Party providing access shall
          have no indemnification obligation hereunder for any loss, cost ,
          claim, liability, damage and expense, including reasonable attorney's
          fees, to third parties, relating to or arising out of the failure of
          the other Party to obtain such license or permission. The
          applicability of Section 18 indemnification rights in the case of
          Third Party Intellectual Property shall be contingent upon compliance
          with all obligations under this Section 5.

6.   Severability

     6.1  In the event that any one or more of the provisions contained herein
          shall for any reason be held to be unenforceable or invalid in any
          respect under law or regulation, the Parties will negotiate in good
          faith for replacement language. If any part of this Agreement is held
          to be invalid or unenforceable for any reason, such invalidity or
          unenforceability will affect only the portion of this Agreement which
          is invalid or unenforceable. In all other respects this

                                       16
<PAGE>

          Agreement will stand as if such invalid or unenforceable provision had
          not been a part hereof, and the remainder of this Agreement shall
          remain in full force and effect.

7.   Responsibility for Environmental Contamination

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

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

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

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

8.   Branding/11/

     8.1  This section describes U S WEST's obligations to offer branded and
          unbranded services to AT&T.

     8.2  Where technically feasible, U S WEST will offer AT&T branded directory
          assistance and operator services. Where branding is not technically
          feasible, U S WEST will be

_______________________________
/11/ Per First Order at pages 18-19; Third Order, at 2-3.

                                       17
<PAGE>

          required to unbrand directory assistance and operator services. U S
          WEST shall be able to recover its costs for providing branding and/or
          unbranding./12/

     8.3  [Intentionally left blank for numbering consistency]

     8.4  [Intentionally left blank for numbering consistency]

     8.5. U S WEST will not be required to rebrand uniforms and vehicles. If a U
          S WEST service representative is dispatched to an AT&T customer at the
          request of AT&T, that U S WEST representative shall identify
          themselves as being present on behalf of AT&T./13/

     8.6  U S WEST service representatives dispatched on behalf of AT&T shall
          leave behind AT&T supplied information necessary for the service call.
          This information must contain a conspicuous disclaimer that U S WEST
          does not necessarily endorse the content of the information. However,
          as provided in this Agreement, neither AT&T nor U S WEST personnel
          shall disparage the other company in any manner during a service call
          and shall not utilize the service call to market either company's
          products unless requested by the customer./14/

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

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


9.   Independent Contractor Status

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

     9.2  Each Party is an independent contractor, and has and hereby retains
          the right to exercise full control of and supervision over its own
          performance or its obligations under this Agreement and retains full
          control over the employment, direction, compensation and discharge of
          all employees assisting in the performance of such obligations. Each
          Party will be solely responsible for all matters relating to payment
          of such employees, including compliance with social security taxes,
          withholding taxes, and other payroll taxes with respect to their
          respective employees, as well as any taxes, contributions or other
          obligations imposed by applicable state unemployment or workers'
          compensation acts and all other regulations governing such matters.
          Each Party has sole authority and responsibility to hire, fire and
          otherwise control its employees.

     9.3  Subject to the limitations on liability and except as otherwise
          provided in this Agreement, each Party shall be responsible for (a)
          its own acts and performance of all obligations

_______________________________
/12/ Per First Order at 19.
/13/ Per First Order at 19.
/14/ Per First Order at 19.

                                       18
<PAGE>

          imposed by applicable law in connection with its activities, legal
          status and property, real or personal, and (b) the acts of its own
          Affiliates, employees, agents and contractors during the performance
          of that Party's obligations hereunder. Except for provisions herein
          expressly authorizing one Party to act for the other, nothing in this
          Agreement shall constitute a Party as a legal representative or agent
          of the other Party, nor shall a Party have the right or authority to
          assume, create or incur any liability or any obligation of any kind,
          express or implied, against or in the name or on behalf of the other
          Party unless otherwise expressly permitted by such other Party. Except
          as otherwise expressly provided in this Agreement, neither Party shall
          undertake to perform any obligation of the other Party, whether
          regulatory or contractual, or to assume any responsibility for the
          management of the other Party's business.

10.  Referenced Documents

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

11.  Publicity and Advertising

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

12.  Executed in Counterparts

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

13.  Headings Not Controlling

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

14.  Joint Work Product

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

15.  Survival

                                       19
<PAGE>

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

16.  Effective Date

     16.1 This Agreement shall become effective pursuant to Sections 251 and 252
          of the Act, on ___________________________________, __________.


17.  Amendment of Agreement

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

18.  Indemnification

     18.1 Notwithstanding any limitations in remedies contained in this
          Agreement, each Party (the "Indemnifying Party") will indemnify and
          hold harmless the other Party ("Indemnified Party") from and against
          any loss, cost, claim, liability, damage and expense, including
          reasonable attorney's fees, to third parties, relating to or arising
          out of the libel, slander, invasion of privacy, misappropriation of a
          name or likeness, actual or alleged infringement or other violation or
          breach of any patent, copyright, trademark, service mark, trade name,
          trade dress, trade secret or any other intellectual property presently
          existing or later created, negligence or willful misconduct by the
          Indemnifying Party, its employees, agents, or contractors in the
          performance of this Agreement or the failure of the Indemnifying Party
          to perform its obligations under this Agreement. In addition, the
          Indemnifying Party will, to the extent of its obligations to indemnify
          hereunder, defend any action or suit brought by a third party against
          the Indemnified Party.

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

     18.3 The Indemnified Party also will cooperate in every reasonable manner
          with the defense or settlement of such claim, demand, or lawsuit. The
          Indemnifying Party shall keep the Indemnified Party reasonably and
          timely apprised of the status of the claim, demand or lawsuit. The
          Indemnified Party shall have the right to retain its own counsel,
          including in-house counsel, at its expense, and participate in but not
          direct the defense; provided,

                                       20
<PAGE>

          however, that if there are reasonable defenses in addition to those
          asserted by the Indemnifying Party, the Indemnified Party and its
          counsel may raise and direct such defenses, which shall be at the
          expense of the Indemnifying Party.

     18.4 The Indemnifying Party will not be liable under this Section 18 for
          settlements or compromises by the Indemnified Party of any claim,
          demand or lawsuit unless the Indemnifying Party has approved the
          settlement or compromise in advance or unless the defense of the
          claim, demand or lawsuit has been tendered to the Indemnifying Party
          in writing and the Indemnifying Party has failed to timely undertake
          the defense. In no event shall the Indemnifying Party settle or
          consent to any judgment pertaining to any such action without the
          prior written consent of the Indemnified Party.

19.  Limitation of Liability/15/

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

     19.2 [Intentionally left blank to preserve numbering consistency]

     19.3 In no event shall either Party have any liability whatsoever to the
          other Party for any indirect, special, consequential, incidental or
          punitive damages, including, but not limited to, loss of anticipated
          profits or revenue or other economic loss in connection with or
          arising from anything said, omitted or done hereunder (collectively,
          "Consequential Damages"), even if the other Party has been advised of
          the possibility of such damages; provided, that the foregoing shall
          not limit a Party's obligation to indemnify, defend and hold the other
          Party harmless against any amounts payable to a third party, including
          any losses, costs, fines, penalties, criminal or civil judgments or
          settlements, expenses (including attorneys' fees) and Consequential
          Damages of such third party. Nothing contained in this section shall
          limit either Party's liability to the other for (i) willful or
          intentional misconduct (including gross negligence); or (ii) bodily
          injury, death or damage to tangible real or tangible personal property
          proximately caused by such Party's negligent act or omission or that
          of their respective agents, subcontractors or employees.
          Notwithstanding the provisions of Section 19.3, to the extent that U S
          WEST tariffs contain limitations on liability, AT&T shall submit
          language for inclusion in its Intrastate retail tariffs, that is
          substantially similar to the limitation of liability language
          contained in U S WEST's tariffs, and such limitations of liability
          shall govern for Customer claims. In addition, notwithstanding the
          provisions of Section 19.3, to the extent that the Commission's
          quality of service rules provide for remedies to AT&T or its Customers
          for Customer claims, then those remedies shall govern as to such
          claims.

20.  Term of Agreement

     20.1 This Agreement shall be effective for a period of three (3) years, and
          thereafter shall continue in force and effect unless and until a new
          agreement, addressing all of the terms of this Agreement, becomes
          effective between the Parties. The Parties shall commence negotiations
          on a new agreement no later than one (1) year prior to the expiration
          of the term of this Agreement. Either Party may request resolution of
          open issues in accordance

_______________________________
/15/ Per Third Order, at pp. 3-4.

                                       21
<PAGE>

          with the provisions of Section 27 of this Part A of this Agreement,
          Dispute Resolution, beginning nine (9) months prior to the expiration
          of this Agreement. Any disputes regarding the terms and conditions of
          the new interconnection agreement shall be resolved in accordance with
          said Section 27 and the resulting agreement shall be submitted to the
          Commission. This Agreement shall remain in effect until a new
          interconnection agreement approved by the Commission has become
          effective.

21.  Governing Law

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

22.  Cancellation Charges

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

23.  Regulatory Approvals

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

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

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

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

24.  Compliance

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

                                       22
<PAGE>

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

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

25.  Force Majeure

     25.1 Neither Party shall be liable for any delay or failure in performance
          of any part of this Agreement from any cause beyond its control and
          without its fault or negligence including, without limitation, acts of
          nature, acts of civil or military authority, embargoes, epidemics,
          terrorist acts, riots, insurrections, fires, explosions, earthquakes,
          nuclear accidents, floods, work stoppages, equipment failure, power
          blackouts, volcanic action, other major environmental disturbances,
          unusually severe weather conditions, inability to secure products or
          services of other persons or transportation facilities or acts or
          omissions of transportation carriers. No delay or other failure to
          perform shall be excused pursuant to this Section 25 unless such delay
          or failure and the consequences thereof are beyond the control and
          without the fault or negligence of the Party claiming excusable delay
          or other failure to perform. In the event of any such excused delay in
          the performance of a Party's obligation(s) under this Agreement, the
          due date for the performance of the original obligation(s) shall be
          extended by a term equal to the time lost by reason of the delay. In
          the event of such delay, the delaying Party shall perform its
          obligations at a performance level no less than that which it uses for
          its own operations. In the event of a labor dispute or strike, the
          Parties agree to provide service to each other at a level equivalent
          to the level they provide themselves. In the event of a labor dispute
          or strike or work stoppage that continues for a period in excess of
          forty-eight (48) hours, AT&T may obtain replacement services for those
          services affected by such labor dispute or strike or work stoppage, in

                                       23
<PAGE>

          which event any liability of AT&T for the affected services shall be
          suspended for the period of the work stoppage or labor dispute or
          strike. In the event of such performance delay or failure by U S WEST,
          U S WEST agrees to resume performance in a nondiscriminatory manner
          and not favor its own provision of Telecommunications Services above
          that of AT&T.

26.  Escalation Procedures

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

27.  Dispute Resolution/16/

     27.1 If any claim, controversy or dispute between the Parties, their
          agents, employees, officers, directors or affiliated agents
          ("Dispute") cannot be settled through negotiation, it may be resolved
          by arbitration conducted by a single arbitrator engaged in the
          practice of law, under the then current rules of the American
          Arbitration Association ("AAA"). The Federal Arbitration Act, 9 U.S.C.
          Secs. 1-16, not state law, shall govern the arbitrability of all
          Disputes. The arbitrator shall not have authority to award punitive
          damages. All expedited procedures prescribed by the AAA rules shall
          apply. The arbitrator's award shall be final and binding and may be
          entered in any court having jurisdiction thereof and shall be noticed
          to the Commission. The arbitrator shall determine which Party or
          Parties will bear the costs of arbitration, including apportionment,
          if appropriate. The laws of Idaho shall govern the construction and
          interpretation of this Agreement, and the arbitration shall occur in
          Denver, Colorado.

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

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

______________________________
/16/ Per First Order at 48-49

                                       24
<PAGE>

          decision of the arbitrator shall be final and binding upon the Parties
          and judgment upon the award rendered by the arbitrator may be entered
          in a court having jurisdiction. The decision shall also be submitted
          to the Commission.

28.  Nondisclosure

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

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

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

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

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

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

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

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

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

          28.4.6 is required by law, a court, or governmental agency, provided
                 that the Discloser has been notified of the requirement
                 promptly after the Recipient becomes aware of the

                                       25
<PAGE>

                 requirement, and provided that the Recipient undertakes all
                 lawful measures to avoid disclosing such information until the
                 Discloser has had reasonable time to obtain a protective order.
                 The Recipient agrees to comply with any protective order that
                 covers the Proprietary Information to be disclosed.

     28.5 For a period of ten (10) years from receipt of Proprietary
          Information, the Recipient shall (a) use it only for the purpose of
          performing under this Agreement, (b) hold it in confidence and
          disclose it only to employees, authorized contractors and authorized
          agents who have a need to know it in order to perform under this
          Agreement, and (c) safeguard it from unauthorized use or disclosure
          using no less than the degree of care with which the Recipient
          safeguards its own Proprietary Information. Any authorized contractor
          or agent to whom Proprietary Information is provided must have
          executed a written agreement comparable in scope to the terms of this
          Section. Each Party shall provide advance notice of three (3) Business
          Days to the other of the intent to provide Proprietary information to
          a governmental authority and the Parties shall cooperate with each
          other in attempting to obtain a suitable protective order.

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

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

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

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

29.  Notices

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

                                       26
<PAGE>

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

          Copy to:       AT&T
                         Vice President, Law
                         1875 Lawrence Street
                         Denver, Colorado 80202

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

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

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

30.  Assignment

     30.1 Neither Party may assign, transfer (whether by operation of law or
          otherwise) or delegate this Agreement (or any rights or obligations
          hereunder) to a third party without the prior written consent of the
          other Party, which consent shall not be unreasonably withheld,
          provided that each Party may assign this Agreement to an Affiliate or
          an entity under its common control or an entity acquiring all or
          substantially all of its assets or equity by providing prior written
          notice to the other Party of such assignment or transfer. Any
          attempted assignment or transfer that is not permitted under the
          provisions of this Section 30 is void ab initio. Without limiting the
                                                -- ------
          generality of the foregoing, this Agreement shall be binding upon and
          shall inure to the benefit of the Parties' respective successors and
          assigns. No assignment or delegation hereof shall relieve the assignor
          of its obligations under this Agreement.

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

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

31.  Warranties

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

                                       27
<PAGE>

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

32.  Default

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

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

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

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

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

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

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

                                       28
<PAGE>

33.  Remedies

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

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

34.  Waivers

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

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

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

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

35.  No Third Party Beneficiaries

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

36.  Physical Security

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

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

                                       29
<PAGE>

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

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

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

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

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

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

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

37.  Network Security

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

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

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

38.  Revenue Protection

                                       30
<PAGE>

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

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

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

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

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

39.  Law Enforcement Interface

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

40.  Collocation

     40.1 General Description

          40.1.1   Collocation is the right of AT&T to obtain dedicated space in
                   U S WEST Local Serving Office (LSO) or other U S WEST
                   locations, including, but not limited to, U S WEST serving
                   wire center and tandem offices, as well as all buildings or
                   similar structures owned or leased by U S WEST, whether or
                   not on public rights-of way, that house U S WEST network
                   facilities, including, but not limited to, vaults containing
                   loop concentrators or similar structures, and the right to
                   place equipment in such spaces for the purposes of
                   interconnection with U S WEST's network or access to U S
                   WEST's unbundled Network Elements. Collocation also includes
                   U S WEST providing resources necessary for the operation and
                   economical use of collocated equipment.


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

                                       31
<PAGE>

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

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

          40.1.5   AT&T may collocate transmission equipment (including Digital
                   Cross Connect Systems and Remote Switching Units (RSUs) to
                   terminate basic transmission facilities. AT&T must identify
                   what equipment will be installed, to allow for U S WEST to
                   use this information in engineering the power, floor loading,
                   heat release, environmental participant level, and HVAC. At U
                   S WEST's request, AT&T should be required to demonstrate that
                   the switching capabilities of any such units have been
                   disabled./17/

          40.1.6   [Intentionally left blank for numbering consistency]

          40.1.7   Expanded Interconnection Channel Termination (EICT).
                   Telecommunications interconnection between AT&T's collocated
                   equipment and U S WEST's network may be accomplished via an
                   Expanded Interconnection Channel Termination (EICT). This
                   element can be at the DS-3, DS-1, DS-0, or any other
                   technically feasible level, subject to network disclosure
                   requirements of the FCC, depending on the U S WEST service to
                   which it is connected. The terms and conditions of the tariff
                   for EICT are incorporated only to the extent that they are
                   agreed to by the Parties. Within ninety (90) days (or other
                   acceptable time agreed to by the Parties) after request, the
                   Parties will meet to review the tariff and seek resolution on
                   disagreed items.

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

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

          40.1.10  If the space provided for the placement of equipment,
                   interconnection, or provision of service contains
                   environmental contamination or hazardous material,
                   particularly,

________________________________
/17/ First sentence  Per First Order at 5.

                                       32
<PAGE>

                   but not limited to, asbestos, lead paint or radon, which
                   makes the placement of such equipment or interconnection
                   hazardous, U S WEST shall offer an alternative space, if
                   available, for AT&T's consideration.

     40.2 Virtual Collocation

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

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

          40.2.3   AT&T will be responsible for obtaining and providing to U S
                   WEST administrative codes, e.g., common language codes, for
                   all equipment specified by AT&T and installed in wire center
                   buildings.

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

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

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

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

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

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

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

                                       33
<PAGE>

                   AT&T shall provide U S WEST interface specifications (e.g.,
                   electrical, functional, physical and software) of AT&T's
                   virtually collocated equipment.

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

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

          40.2.13  Where AT&T is virtually collocated in a premises which was
                   initially prepared for virtual collocation, AT&T may elect to
                   retain its virtual Collocation in that premises and expand
                   that virtual Collocation according to the rates, terms and
                   conditions of this Agreement.

     40.3 Physical Collocation

          40.3.1   U S WEST shall provide to AT&T physical collocation of
                   equipment necessary for Interconnection or for access to
                   unbundled Network Elements, except that U S WEST shall
                   provide for virtual collocation where space is available or
                   expansion or rearrangement is possible if U S WEST
                   demonstrates to the Commission that physical collocation is
                   not practical for technical reasons or because of space
                   limitations, as provided in Section 251(c)(6) of the Act.
                   AT&T shall pay a prorated amount for expansion of said space.
                   U S WEST shall provide such collocation for the purpose of
                   Interconnection or access to unbundled Network Elements,
                   except as otherwise mutually agreed to in writing by the
                   Parties or as required by the FCC or the Commission, subject
                   to the rates, terms and conditions of this Agreement./18/

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

          40.3.2   Where AT&T is virtually collocated in a premises which was
                   initially prepared for virtual collocation, AT&T may elect,
                   unless it is not practical for technical reasons or because
                   of space limitations, to convert its virtual Collocation to
                   physical Collocation at such premises in which case AT&T
                   shall coordinate the

___________________________
/18/ Per First Order at 6.

                                       34
<PAGE>

                   construction and rearrangement with U S WEST of its equipment
                   (IDLC and transmission) and circuits for which AT&T shall pay
                   U S WEST at applicable rates, and pursuant to the other terms
                   and conditions in this Agreement. In addition, all applicable
                   physical Collocation recurring charges shall apply.

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

          40.3.4   AT&T must use leased space as soon as reasonably possible and
                   may not warehouse space for later use or sublease to another
                   provider. Physical Collocation is offered on a space-
                   available, first-come, first-served basis.

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

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

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

                   (a)    Heating, ventilation and air conditioning.

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

          40.3.8   U S WEST Responsibilities

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

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

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

                   (d)    Extend U S WEST-provided and owned fiber optic, copper
                          or coaxial, cable, whichever is more efficient, from
                          the POI through the cable vault and extend the cable
                          to AT&T's leased physical space or place the cable in
                          fire retardant tubing prior to extension to AT&T's
                          leased physical space. U S WEST may refuse to
                          collocate copper or coaxial cable or any other
                          equipment where it can show there is insufficient
                          space to accommodate such facilities./19/

______________________________
/19/ Per First Order at 6.

                                       35
<PAGE>

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

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

          40.3.9   AT&T Responsibilities

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

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

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

                   (d)    Ensure that all equipment installed by AT&T complies
                          with Bellcore Network Equipment Building System
                          Generic Equipment requirements, U S WEST environmental
                          and transmission standards, and any statutory (local,
                          federal, or state) or regulatory requirements in
                          effect at the time of equipment installation or that
                          subsequently become effective.

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

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

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

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

          40.3.14  Where available, U S WEST shall provide access to eyewash
                   stations, bathrooms, and drinking water within the collocated
                   facility on a twenty-four (24)

                                       36
<PAGE>

                   hour per day, seven (7) day per week basis for AT&T personnel
                   and its designated agents.

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

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

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

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

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

          40.3.20  [Intentionally left blank for numbering consistency]

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

                   (a)    additional work restriction guidelines.

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

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

                          AT&T may obtain the above documents from:

                                       37
<PAGE>

                                   Faison Office Products Company
                                   3251 Revere St., Suite 200
                                   Aurora, Colorado 80011
                                   (303) 340-3672

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

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

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

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

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

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

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

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

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

                                       38
<PAGE>

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

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

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

                          vii.     ensure that installed equipment meets
                                   Bellcore specifications.

     40.4 Collocation Rate Elements

          40.4.1   Common Rate Elements
                   The following rate elements are common to both virtual and
                   physical collocation:

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

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

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

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

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

                   (f)    Inspector Labor. Provides for the U S WEST qualified
                          personnel necessary when AT&T requires access to the
                          POI after the initial installation or access to its
                          physical collocation floor space, where an escort is
                          required. A call-out of an inspector after business
                          hours is subject to a minimum charge of four (4)
                          hours. Maintenance Labor, Inspector Labor, Engineering
                          Labor and Equipment Labor business hours are
                          considered to be Monday

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                          through Friday, 8:00 am to 5:00 p.m. and after
                          business hours are after 5:00 p.m. and before 8:00 am,
                          Monday through Friday, all day Saturday, Sunday and
                          holidays.

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

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

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

          40.4.2   Physical Collocation Rate Elements

                   The following rate elements apply only to physical
                   collocation arrangements:

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

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

          40.4.3   Virtual Collocation Rate Elements

                   The following rate elements apply only to virtual collocation
                   arrangements:

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

                   (b)    Training Labor. Provides for the billing of vendor-
                          provided training for U S WEST personnel on a
                          metropolitan service area basis, necessary for AT&T
                          virtually collocated equipment which is different from
                          equipment used by U S WEST. U S WEST will require
                          three (3) U S WEST employees to

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<PAGE>

                         be trained per metropolitan service area in which the
                         AT&T virtually collocated equipment is located. If, by
                         an act of U S WEST, trained employees are relocated,
                         retired, or are no longer available, U S WEST will not
                         require AT&T to provide training for additional U S
                         WEST employees for the same virtually collocated
                         equipment in the same metropolitan area. Fifty percent
                         (50%) of the amount of training billed to AT&T will be
                         refunded to AT&T, should a second collocator or U S
                         WEST in the same metropolitan area select the same
                         virtually collocated equipment as AT&T. The second
                         collocator or U S WEST will be charged one half of the
                         original amount paid by AT&T for the same metropolitan
                         area.

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

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

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

     40.5.   Collocation Installation Intervals

             40.5.1 U S WEST shall have a period of thirty (30) calendar days
                    after receipt by AT&T of a Request for Collocation to
                    provide AT&T with a written quotation containing all
                    nonrecurring charges and fees for the requested collocation
                    (the "Quotation Preparation Period"). AT&T shall make
                    payment of fifty percent (50%) of the nonrecurring charges
                    and fees upon acceptance of the quotation ("Initial
                    Payment") with the remainder due upon completion of the
                    construction. In the event AT&T disputes the amount of U S
                    WEST's proposed nonrecurring charges and fees, AT&T shall
                    deposit fifty percent (50%) of the nonrecurring charges and
                    fees into an interest bearing escrow account prior to the
                    commencement of construction ("Initial Deposit"). The
                    remainder of the nonrecurring charges and fees shall be
                    deposited into the escrow account upon completion of the
                    construction. Upon resolution of the dispute, the escrow
                    agent shall distribute amounts in the account in accordance
                    with the resolution of such dispute and any interest that
                    has accrued with respect to amounts in the account shall be
                    distributed proportionately to the Parties. U S WEST shall
                    complete installation pursuant to the AT&T Request for
                    Collocation within a maximum of three (3) months after the
                    Initial Payment or Initial Deposit for physical or virtual
                    collocation. If there is a dispute between U S WEST and AT&T
                    regarding the amount of any nonrecurring charges and fees,
                    such dispute shall be resolved in accordance with Section 27
                    above. The pendency of any such dispute shall not affect the
                    obligation of U S WEST to complete collocation within the
                    installation intervals described above.

41.  Technical References - Collocation

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

                                       41
<PAGE>

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

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

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

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

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

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

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

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

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

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

     41.11  Underwriters' Laboratories Standard, UL 94.

42.  Number Portability

     42.1   Interim Number Portability (INP)

            42.1.1   General Terms

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

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

                     (c)  Once permanent number portability is implemented
                          pursuant to FCC or Commission regulation, either Party
                          may withdraw, at any time and at its sole discretion,
                          its INP offerings, subject to advance notice to the
                          other Party with sufficient time to allow for
                          coordination to allow the seamless and

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<PAGE>

                         transparent conversion of INP Customer numbers to
                         permanent number portability. Upon implementation of
                         permanent number portability pursuant to FCC
                         regulations, both Parties agree to conform and provide
                         such permanent number portability. The Parties agree to
                         expeditiously convert Customers from interim number
                         portability to permanent number portability, provided
                         that the interim service is not removed until the
                         Customer has been converted.

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

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

                    (f)  Where either Party has activated an entire NXX, or
                         activated a substantial portion of an NXX with the
                         remaining numbers in that NXX either reserved for
                         future use or otherwise unused, if these Customer(s)
                         choose to receive service from the other Party, the
                         first Party shall cooperate with the second Party to
                         have the entire NXX reassigned in the LERG (and
                         associated industry databases, routing tables, etc.) to
                         an End Office operated by the second Party. Such
                         transfer will be accomplished with appropriate
                         coordination between the Parties and subject to
                         appropriate industry lead-times for movement of NXXs
                         from one switch to another.

            42.1.2  Description Of Service

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

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

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

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

                                       43
<PAGE>

                         usually limited to multi-frequency (MF). This precludes
                         passing Calling Line ID to the AT&T switch.

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

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

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

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

                         iii. For both RI-PH and DN-RI the trunks used may, at
                              AT&T's option, be the same as those used for
                              exchange of other local traffic with U S WEST. At
                              AT&T's option, the trunks shall employ SS7 or in
                              band signaling and may be one way or two way.

                    (g)  INP is subject to the following restrictions:

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

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

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

                         iv.  The ported telephone number will be returned to
                              the switch which originally had the ported number
                              when the ported service is

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<PAGE>

                              disconnected. The normal intercept announcement
                              will be provided by the porting company for the
                              period of time until the telephone number is
                              reassigned.

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

            42.1.3  Ordering and Maintenance

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

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

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

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

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

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

     42.2   Permanent Number Portability (PNP)

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

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

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

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<PAGE>

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

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

           42.2.6.  Upon introduction of PNP in a Metropolitan Statistical Area
                    ("MSA"), the applicable switches will be converted according
                    to a published schedule with no unreasonable delay. All
                    portable NXXs shall be recognized as portable, with queries
                    launched from these switches.

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

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

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

           42.2.10  Both AT&T and U S WEST shall:

                    (a)  support all emergency and Operator Services.

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

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

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<PAGE>

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

            42.2.11 A ten-digit code, consistent with the North American
                    Numbering Plan, shall be used as a network address for each
                    switch that terminates subscriber lines, i.e., an end
                    office. This address shall support existing six-digit
                    routing and may be implemented without changes to existing
                    switch routing algorithms. In existing end offices, this
                    address shall be selected from one of its existing NPA-NXXs.
                    New end offices shall be assigned an address through normal
                    administrative processes.

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

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

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

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

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

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

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

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

                                       47
<PAGE>

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

     42.3   Requirements for INP and NP

            42.3.1  [Intentionally left blank for numbering consistency]

            42.3.2  Cut-Over Process

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

            42.3.3  Testing

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

            42.3.4  Engineering and Maintenance

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

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

            42.3.5  Recording and Billing

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<PAGE>

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

            42.3.6  Operator Services and Directory Assistance

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

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

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

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

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

                    (b)  When PNP is in place:

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

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

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

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

43.  Dialing Parity

                                       49
<PAGE>

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

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

44.  Directory Listings/20/


     44.1  Directory Listings General Requirements

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

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

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

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

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

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

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

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

_________________________
/20/ The bolded portions of this entire section are per the First Order at
44-45.

                                       50
<PAGE>

                   (f)      Multi-line/Multi-owner listings

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

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

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

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

          44.1.12  For white pages and yellow pages advertising, U S WEST shall
                   ensure that (a) U S WEST's directory publisher will use its
                   advertising sales force and processes as AT&T's agent to sell
                   such advertising on a nondiscriminatory basis to AT&T
                   Customers, and (b) charges for such advertising will be
                   billed by U S WEST's directory publisher./21/

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

          44.1.14  U S WEST shall ensure a third party distributes appropriate
                   alphabetical and classified directories (white and yellow
                   pages) and recycling services to AT&T Customers at parity
                   with U S WEST end users, including providing directories, a)
                   upon establishment of new service; b) during annual mass
                   distribution; and c) upon Customer request.

          44.1.15  U S WEST's directory shall not infer or suggest that it
                   includes only U S WEST customer listing. The directory cover
                   will be of a generic nature as to indicate that any published
                   listing is included, without reference to any specific CLEC.
                   At no charge, U S WEST shall ensure that its directory
                   publisher prominently indicates on each directory cover that
                   the directory includes the Listings of all customers without
                   regard as to which company serves those customers./22/

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

_____________________________
/21/ Third Order, at p. 4.
/22/ Per First Order at 45.

                                       51
<PAGE>

     44.2 Scope

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

                   EITHER:

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

                     OR:

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

                     (c)    U S WEST shall be entitled to retain all revenue
                            associated with any sales pursuant to subparagraphs
                            (a) and (b) above./23/

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

     44.4 AT&T Responsibilities

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

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

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

_________________________________
/23/ Third Order, at p. 4.
                                       52
<PAGE>

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

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

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

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

45. [Intentionally left blank for numbering consistency.]

46.  U S WEST Dex Issues

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

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

     47.1 U S WEST shall provide AT&T nondiscriminatory access to poles, ducts,
          rights-of-way and conduits it owns or controls on terms, conditions
          and prices comparable to those offered to any other entity./24/

     47.2 [Intentionally left blank for numbering consistency]

     47.3 Definitions

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

     47.4 Requirements

_______________________________
/24/ Third Order, at 5.
                                       53
<PAGE>

          47.4.1   U S WEST shall make poles, duct, conduits and ROW available
                   to AT&T upon receipt of a request for use within the time
                   periods provided in this Section, providing all information
                   necessary to implement such use and containing rates, terms
                   and conditions, including, but not limited to, maintenance
                   and use in accordance with this Agreement and at least equal
                   to those which it affords itself, its Affiliates and others.
                   U S WEST may reserve the space in its poles, ducts, conduit
                   and rights-of-way in order to meet its residential service
                   obligations under Idaho law./25/ Other users of these
                   facilities, including U S WEST, shall not interfere with the
                   availability or use of the facilities by AT&T.

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

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

          47.4.4   U S WEST shall offer the use of such poles, ducts, conduits
                   and ROW it has obtained from a third party to AT&T, to the
                   extent such agreement does not prohibit U S WEST from
                   granting such rights to AT&T. U S WEST shall not be required
                   to act as the agent of AT&T in AT&T's efforts to secure
                   license form third parties for the access of third parties'
                   poles, ducts, conduit and rights of way, However, U S WEST
                   shall provide to AT&T the necessary information as to the
                   ownership of such space and where necessary and appropriate,
                   provide assurance to the third party that U S WEST does not
                   object to the granting of any required rights. The Parties
                   shall jointly develop a document introducing AT&T to third
                   party property owners./26/ They shall be offered to AT&T on
                   the same terms as are offered to U S WEST. AT&T shall
                   reimburse U S WEST for U S WEST's reasonable costs, if any,
                   incurred as a result of the exercise of its eminent domain
                   authority on behalf of AT&T in accordance with the provisions
                   of this paragraph.

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

_________________________________
/25/ Per First Order at 41
/26/ Per First Order at 42
                                       54
<PAGE>

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

          47.4.7   On a timely basis, U S WEST agrees to provide immediately
                   necessary information, on a case-specific route basis,
                   current detailed engineering and other plant records and
                   drawings for specific requests for poles, ducts, conduit and
                   ROW, including facility route maps at a city level, and the
                   fees and expenses incurred in providing such records and
                   drawings on the earlier of twenty (20) Business Days from
                   AT&T request or the time within which U S WEST provides this
                   information to itself or any other Person. If U S WEST is
                   unable to provide this information within the twenty (20) day
                   period, it shall immediately advise AT&T of the expected
                   delay, the reason for such delay, and the expected date on
                   which AT&T will receive the information requested. AT&T may
                   request an earlier response time. Such information shall be
                   of equal type and quality as that which is available to U S
                   WEST's own engineering and operations staff. U S WEST shall
                   also allow personnel designated by AT&T to jointly examine
                   with U S WEST personnel, at no cost to AT&T for such
                   personnel, such engineering records and drawings for a
                   specific routing at U S WEST Central Offices and U S WEST
                   Engineering Offices upon ten (10) days' written notice to U S
                   WEST. U S WEST acknowledges that the request for information
                   and the subject matter related to the request made under this
                   Section shall be treated as Proprietary Information

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

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

          47.4.10. /27/
                   For the period beginning at the time of the Request and
                   ending sixty (60) days following Confirmation, U S WEST shall
                   reserve such poles, ducts, conduits and ROW for AT&T and
                   shall not allow any use thereof by any Party, including U S
                   WEST. AT&T shall elect whether or not to accept such poles,
                   ducts, conduits and ROW within the sixty(60) day period
                   following Confirmation. AT&T may accept such facilities by
                   sending written notice to U S WEST ("Acceptance"). From the
                   time of the Request pursuant to Section 47.4.9 above until
                   sixty (60) days after Confirmation, U S WEST shall reserve
                   any such requested poles, ducts, conduits and/or ROW for

__________________________________
/27/ Per First Order at 40.

                                       55
<PAGE>

                   AT&T's use, provided, however, that if another party makes a
                   bona fide request in writing to use any such requested poles,
                   ducts, conduits and/or ROW, including U S WEST, U S WEST
                   shall so inform AT&T. U S WEST shall not allow the requesting
                   party, including itself, to use the requested poles, ducts,
                   conduits and/or ROW without first giving AT&T the right to
                   continue its reservation of such poles, ducts, conduits
                   and/or ROW by paying U S WEST a reservation fee in an amount
                   to be mutually agreed for the right to continue its
                   reservation.

                   47.4.10.1   Right of First Refusal. During the Reservation
                               Period, if another party, including U S WEST,
                               makes a bona fide request for the actual use
                               which would commence during the reservation
                               period of any poles, ducts, conduits or ROW that
                               AT&T has previously reserved, AT&T shall have a
                               "right of first refusal" over these facilities.
                               If AT&T chooses to exercise this right, AT&T must
                               do so within five (5) calendar days prior to the
                               expiration of the Reservation Period, whichever
                               occurs first.

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

          47.4.12  Make Ready. U S WEST shall rearrange, modify and/or make
                   ready existing poles, ducts, conduit and ROW where necessary
                   and feasible to provide space for AT&T's requirements.
                   However, U S WEST shall not be required to undertake any
                   modification if AT&T requests a modification that U S WEST
                   would not undertake for itself to increase capacity. In
                   addition, U S WEST may offer AT&T an economically competitive
                   alternative to modification to meet AT&T's request in lieu of
                   actual modification./28/ Subject to the requirements above,
                   the Parties shall endeavor to mutually agree upon the time
                   frame for the completion of such work within five (5) days
                   following AT&T's request; provided, however, that any such
                   work required to be performed by U S WEST shall be completed
                   within sixty (60) days or a reasonable period of time based
                   on standard construction intervals in the industry, unless
                   otherwise agreed by AT&T in writing.

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

________________________________
/28/ Per First Order at 41.

                                       56
<PAGE>

                   U S WEST shall immediately notify AT&T and the Parties shall
                   mutually agree on a completion date.

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

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

          47.4.16  [Intentionally left blank for numbering consistency]

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

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

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

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

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

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

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

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

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

                                       57
<PAGE>

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

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

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

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

48.  Bona Fide Request Process for Further Unbundling

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

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

                                       58
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

    48.11 In the event of a dispute under this Section 48, the Parties agree to
          seek expedited Commission resolution of the dispute, to be completed
          within twenty (20) days of U S WEST's response denying AT&T's BFR, and
          in no event more than thirty (30) days after the filing of AT&T's
          petition. Alternatively, the Parties may mutually agree to resolve any
          disputes under this section through the dispute resolution process
          pursuant to Section 27, Part A of this Agreement.

    48.12 All time intervals within which a response is required from one Party
          to another under this Section 48 are maximum time intervals. The
          Parties agree that they will provide all

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           responses to the other Party as soon as the Party has the information
           and analysis required to respond, even if the time interval stated
           herein for a response is not over.

49.  Audit Process

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

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

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

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

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

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

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

     49.8  All information received or reviewed by the Requesting Party or the
           independent auditor in connection with the Audit is to be considered
           Proprietary Information as defined by this

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           Agreement. The Audited Party reserves the right to require any non-
           employee who is involved directly or indirectly in any Audit or the
           resolution of its findings as described above to execute a
           nondisclosure agreement satisfactory to the Audited Party. To the
           extent an Audit involves access to information of third parties, the
           Audited Party will aggregate such competitors' data before release to
           the Requesting Party, to insure the protection of the proprietary
           nature of information of other competitors. To the extent a
           competitor is an Affiliate of the Audited Party (including itself and
           its subsidiaries), the Parties shall be allowed to examine such
           Affiliate's disaggregated data, as required by reasonable needs of
           the Audit.

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

50.  Miscellaneous Services

     50.1  Basic 911 and E911 General Requirements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                   50.1.8.3  If a third party is the primary service provider to
                             a government agency, AT&T shall negotiate
                             separately with such third party with regard to the
                             provision of 911 service to the agency. All
                             relations between such third party and AT&T are
                             totally separate from this Agreement and U S WEST
                             makes no representations on behalf of the third
                             party.

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

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

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

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

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

          50.1.9   The following are Basic 911 and E911 Database Requirements:

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

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

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

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

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

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

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

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

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

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                              customers served by unbundled Network Elements or
                              through AT&T's own facilities, AT&T shall ensure
                              the accuracy of its 911 data by verifying it
                              against the MSAG.

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

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

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

                   50.1.9.13  The Parties will cooperate to implement the
                              adoption of a Carrier Code (NENA standard five-
                              character field) on all ALI records received from
                              AT&T, when those standards, NENA-02-00N, are
                              adopted by the industry standards process. U S
                              WEST will furnish AT&T any variations from NENA
                              recommendations required for ALI database input.
                              The Carrier Code will be used to identify the
                              carrier of record in INP configurations.

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

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

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

                   50.1.9.17  U S WEST shall provide to AT&T, for AT&T
                              Customers, E911/911 call routing to the
                              appropriate Public Safety Answering Point ("PSAP")
                              for resold lines. U S WEST shall provide and
                              validate AT&T Customer

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

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

          50.1.10  The following are Basic 911 and E911 Network Requirements:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          50.1.11  Basic 911 and E911 Additional Requirements

                   50.1.11.1  All AT&T lines that have been ported via INP shall
                              reach the correct PSAP when 911 is dialed. U S
                              WEST shall send both the ported number and the
                              AT&T number (if both are received from AT&T). The

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                              PSAP attendant shall see both numbers where the
                              PSAP is using a standard ALI display screen and
                              the PSAP extracts both numbers from the data that
                              is sent.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     50.2 Directory Assistance Service

          50.2.1   U S WEST shall provide for the routing of Directory
                   Assistance calls, including but not limited to 411, 555-1212,
                   NPA-555-1212 dialed by AT&T Customers directly to either the
                   AT&T Directory Assistance service platform or U S WEST
                   Directory Assistance service platform as specified by AT&T.

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

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

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

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

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

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

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

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

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               50.2.3.7  In the event that AT&T becomes aware of complaints or
                         concerns about Directory Assistance services provided
                         by U S WEST pursuant to this Agreement, AT&T shall be
                         entitled, upon written notice to U S WEST, to retain a
                         mutually acceptable independent third party to monitor
                         Directory Assistance services. Subject to the
                         provisions of applicable U S WEST collective bargaining
                         agreements, the third party retained by AT&T shall be
                         entitled to participate in call monitoring activities
                         available to U S WEST and to remote call monitor for
                         the express purpose of investigating the complaints or
                         concerns. The written request from AT&T shall specify
                         the nature of the complaints or concerns, the limited
                         period for which call monitoring is being requested,
                         and the identity of the third party that is to perform
                         such activities. The third party retained by AT&T shall
                         limit its report to AT&T to information relating only
                         to the complaints or concerns giving rise to the call
                         monitoring program or any issues identified by the
                         third party during the course of the call monitoring
                         program that concern services provided to AT&T and its
                         end users. In addition, AT&T is entitled at any time
                         during the course of this Agreement to place test calls
                         into U S WEST Directory Assistance service offices
                         similar to end user calls to monitor test quality. It
                         is expressly understood that U S WEST will not be
                         required to add recorded announcements specifically to
                         allow for third party call monitoring if U S WEST does
                         not make such announcements for itself.

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

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

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

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

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

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

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

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

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

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

         50.3  Operator Services

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

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

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

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

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

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

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

                        (c)  U S WEST shall complete calls for AT&T's Customers
                             that are billed to calling cards and other
                             commercial cards on the same basis as provided to U
                             S WEST own customers and AT&T shall designate to U
                             S WEST the acceptable types of special billing.

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

                        (e)  U S WEST shall complete collect calls.

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

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

                        (h)  U S WEST shall process emergency calls.

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

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

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

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

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

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

                        (o)  When an AT&T customer requests a U S WEST operator
                             to provide instant credit on an Operator Services
                             call, the U S WEST operator will record this
                             request, similar to the way U S WEST records such
                             requests for its own customers. In cases where AT&T
                             has purchased U S WEST Operator Services at a
                             discounted retail rate, U S WEST shall provide
                             instant credit on the same basis that it would
                             provide such credit to its own customers. In all
                             other cases, U S WEST's liability for credits to
                             AT&T shall be as provided in Section 19 of this
                             Part A. 29

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

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

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

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

             50.3.5. In the event that AT&T becomes aware of complaints or
                     concerns about Operator Services provided by U S WEST
                     pursuant to this Agreement, AT&T shall be entitled, upon
                     written notice to U S WEST, to retain a mutually acceptable
                     independent third party to monitor Operator Services.
                     Subject to the provisions of applicable U S WEST collective
                     bargaining agreements, the third party retained by AT&T
                     shall be entitled to participate in call monitoring
                     activities available to U S WEST and to remote call monitor
                     for the express purpose of investigating the complaints or
                     concerns. The written request from AT&T shall specify the
                     nature of the complaints or concerns, the limited period
                     for which call monitoring is being requested, and the
                     identity of the third party that is to perform such
                     activities. The third party retained by AT&T shall limit
                     its report to AT&T to information relating only to the
                     complaints or concerns giving rise to the call monitoring
                     program or any issues identified by the third party during
                     the course of the call monitoring program that concern
                     services provided to AT&T and its end users. In addition,
                     AT&T is entitled at any time during the course of this
                     Agreement to place test calls into U S WEST Operator
                     Service offices similar to

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                     end user calls to monitor test quality. It is expressly
                     understood that U S WEST will not be required to add
                     recorded announcements specifically to allow for third
                     party call monitoring if U S WEST does not make such
                     announcements for itself.

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

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

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

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

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

             50.3.10 Toll and Assistance ("T/A") refers to functions Customers
                     associate with the "O" operator. Subject to availability
                     and capacity, access may be provided via Operator Services
                     trunks purchased from U S WEST or provided by AT&T via
                     collocation arrangements to route calls to AT&T's platform.

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

             50.3.13 Interconnection to the U S WEST Toll and Assistance
                     Operator Services from an end office to U S WEST T/A is
                     technically feasible at least at three (3) distinct points
                     on the trunk side of the switch. The first connection point
                     is an Operator Services trunk connected directly to the T/A
                     host switch. The second connection point is an Operator
                     Services trunk connected directly to a remote T/A switch.
                     The third connection point is an Operator Services trunk
                     connected to a remote access tandem with operator
                     concentration capabilities.

             50.3.14 All trunk interconnections will be digital.

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

             50.3.16 Busy Line Verify and Interrupt

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

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

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

             50.3.16.4  BLI is performed when one Party's Customer requests
                        assistance from the other Party's operator bureau to
                        interrupt a telephone call in progress after BLV has
                        occurred. The operator bureau will interrupt the busy
                        line and inform the called party that there is a call
                        waiting. The operator bureau will only interrupt the
                        call and will not complete the telephone call of the
                        Customer initiating the BLI request. The operator bureau
                        will make only one (1) BLI attempt per Customer operator
                        telephone call and the applicable charge applies whether
                        or not the called party releases the line.

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

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

       50.4 Directory Assistance and Listings Service Requests

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

                   50.4.1.1 [Intentionally left blank for numbering
                   consistency.]

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

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

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

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

             50.4.1.3  The Directory Listings Migration Options should not be
                       tied to migration options specified for a related service
                       order (if any) such that a service order specified as
                       migration with changes may be submitted along with a
                       directory listing order specified as migration with no
                       changes.

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

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

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

                       (b)  Listing Instruction codes

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

                       (a)  A matrix of NXX to central office

                       (b)  Geographical maps, if available, of U S WEST service
                            area

                       (c)  A description of calling areas covered by each
                            directory, including, but not limited to, maps of
                            calling areas and matrices depicting calling
                            privileges within and between calling areas

                       (d)  Listing format rules

                       (e)  Listing alphabetizing rules

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                       (f)  Standard abbreviations acceptable for use in
                            listings and addresses

                       (g)  Titles and designations

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

                       (a)  Disconnect Service

                       (b)  Change carrier

                       (c)  Install Service

                       (d)  Change any service which affects Directory
                            Assistance information

                       (e)  Specify Non-Solicitation

                       (f)  Are Non-Published, Non-Listed, or Listed

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

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

 50.5 Directory Assistance Data

      50.5.1 This Section refers to the residential, business, and government
             Customer records used by U S WEST to create and maintain databases
             for the provision of live or automated operator assisted Directory
             Assistance. Directory Assistance data is information that enables
             telephone exchange carriers to swiftly and accurately respond to
             requests for directory information, including, but not limited to,
             name, address and phone numbers. Under the provisions of the Act
             and the FCC Interconnection Order, U S WEST shall provide unbundled
             and non-discriminatory access to the residential, business and
             government Customer records used by U S WEST to create and maintain
             databases for the provision of live or automated operator assisted
             Directory Assistance. AT&T may combine this element with any other
             Network Element for the provision of any Telecommunications
             Service./30/

      50.5.2 U S WEST shall provide an initial load of Customer records and
             Customer list information to AT&T, in a mutually-agreed-to format,
             via electronic transfer, within thirty (30) calendar days of the
             Effective Date of this Agreement. The initial load shall include
             all data resident in the U S WEST Databases and/or systems used by
             U S WEST for housing Directory Assistance data and/or Customer
             listing data. In

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                  addition, the initial load shall be current as of the prior
                  Business Day on which the initial load is provided.

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

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

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

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

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

          50.5.8  Directory Assistance data shall specify whether the Customer
                  is a residential, business, or government Customer.
                  Additionally, data must include all levels of indentation and
                  all levels of information specified in "Directory Assistance
                  Data Information Exchanges and Interfaces" below.

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

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

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

51. Unused Transmission Media

    51.1  Definitions

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

          51.1.2  Dark fiber is excess fiber optic cable which has been placed
                  in a network and is not currently being lit by electronics
                  from any carrier. Dark Fiber, one type of Unused Transmission
                  Media, is unused strands of optical fiber. Dark Fiber also
                  includes strands of optical fiber which may or may not have
                  lightwave repeater (regenerator or optical amplifier)
                  equipment interspliced, but which has no line terminating
                  facilities terminated to such strands. Unused Transmission
                  Media also includes unused wavelengths within a fiber strand
                  for purposes of coarse or dense wavelength division
                  multiplexed (WDM) applications. Typical single wavelength

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                      transmission involves propagation of optical signals at
                      single wavelengths (1.3 or 1.55 micron wavelengths). In
                      WDM applications, a WDM device is used to combine optical
                      signals at different wavelengths on to a single fiber
                      strand. The combined signal is then transported over the
                      fiber strand. For coarse WDM applications, one (1) signal
                      each at 1.3 micron and 1.55 micron wavelength are
                      combined. For dense WDM applications, many signals in the
                      vicinity of 1.3 micron wavelength and/or 1.55 micron
                      wavelength are combined.

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

         51.3     Requirements

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

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

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

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

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

         51.4     Requirements Specific to Dark Fiber

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

                                       79
<PAGE>

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

         51.5     [Intentionally left blank for numbering consistency.]

         51.6     Portions of the bandwidth of the fiber may be sectioned and
                  AT&T may share the bandwidth with U S WEST and other CLECs.U S
                  WEST may not deny access to interconnection or any unbundled
                  network element on the basis of technical feasibility or
                  capacity limitation, where such unfeasibility or capacity may
                  be eliminated by making any existing dark fiber capable of
                  operation./31/

52.      Service Standards

         52.1 U S WEST shall provide to AT&T service that is equal to that which
              U S WEST provided to itself or to its Affiliates. U S WEST and
              AT&T agree to amend this Section and all relevant portions of this
              Agreement to incorporate any performance standards and reporting
              measures to which the Parties may mutually agree. In the event the
              Parties do not reach agreement as to specific performance
              standards and reporting measures, U S WEST will provide to AT&T
              performance standard reports that U S WEST prepares for itself or
              can reasonably develop. AT&T may request any additional reports,
              provided that it pays U S WEST's efficient incremental costs for
              providing these additional reports/32/. Either Party may resolve
              specific disputes regarding performance standards and reporting
              measures in accordance with the dispute resolution process
              contained herein. However, AT&T is not entitled to demand in the
              name of service parity levels at any predetermined level,/33/ nor
              will any performance penalties or credits be included in this
              Agreement except as the Parties may otherwise agree./34/

53.      Entire Agreement

         53.1 This Agreement shall include the Attachments, Appendices and other
              documents referenced herein all of which are hereby incorporated
              by reference, and constitutes the entire agreement between the
              Parties and supersedes all prior oral or written agreements,
              representations, statements, negotiations, understandings,
              proposals and undertakings with respect to the subject matter
              hereof.

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

54.      Reservation of Rights

         54.1 The Parties acknowledge that the terms of this Agreement were
              established pursuant to an order of the Commission. Any or all of
              the terms of this Agreement may be altered or abrogated by a
              successful challenge to this Agreement (or the order approving
              this

------------------------
/31/ Per First Order at 10; Second Order at 7.
/32/ Per First Order at p. 47.
/33/ Per First Order at p. 46.
/34/ Per First Order at p. 48.
USWC/AT&T Interconnection Agreement - Idaho

                                       80
<PAGE>

      Agreement) as permitted by applicable law. By signing this Agreement,
      neither Party waives its right to pursue such a challenge.

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

                                       81
<PAGE>

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

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

___________________________________                _____________________________
Signature                                          *Signature

___________________________________                _____________________________
Name Printed/Typed                                 Name Printed/Typed

___________________________________                _____________________________
Title                                              Title

___________________________________                _____________________________
Date                                               Date



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

                                       82
<PAGE>

                                                                    Attachment 1

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

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


2. Resale Rates and Charges.................................................1


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


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


5. Transport and Termination - Interim Prices...............................3


6. Number Portability.......................................................4


7. Network Elements.........................................................5


8. Rate Schedule............................................................6
</TABLE>
<PAGE>

                                                                    Attachment 1


                                RATES and CHARGES

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

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

2.   Resale Rates and Charges
     2.1  U S WEST is permitted to charge a Customer Transfer Charge ("CTC") for
          resale customers switching to AT&T as set forth in Appendix A to this
          Attachment 1./1/

     2.2  The Parties shall apply resale discount rates for resold Southern
          Idaho retail services and resold Northern Idaho retail services as set
          forth in Appendix A to this Attachment 1./2/

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

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

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

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

     2.7  [Intentionally left blank for numbering consistency]

____________________________
/1/ Per Second Order at 20.
/2/ Per Second Order at 20.

                                       1
<PAGE>

                                                                    Attachment 1


     2.8  Nonrecurring charges will be billed as approved by the Commission.

     2.9  [Intentionally left blank for numbering consistency]

     2.10 [Intentionally left blank for numbering consistency]

     2.11 Resale prices shall be wholesale rates determined on the basis of
          retail rates charged to subscribers for the Telecommunications Service
          requested, excluding the portion thereof attributable to any
          marketing, billing, collection and other costs that will be avoided by
          U S WEST, as specified in the Act, by the FCC and/or the Commission As
          an interim measure, U S WEST shall be obligated to offer its volume
          and term discount service plans to AT&T at a lesser discount than the
          wholesale discount, calculated as the full discount less the
          percentage thereof that is attributable to avoided billing and
          customer service costs, provided that AT&T complies with the volume
          and term requirements contained therein./3/ These prices are as set
          forth in Appendix A.

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

3.   Construction and Implementation Costs

     3.1  U S WEST may assess AT&T up-front, nonrecurring charges for
          construction costs associated with a service if U S WEST assesses its
          own end users such charges for similar construction pursuant to U S
          WEST's tariffs. If AT&T requests a particularly extensive or risky
          form of construction that U S WEST can demonstrate was not
          contemplated when the applicable tariff was filed and approved or
          allowed to go into effect, U S WEST may require AT&T to submit the
          request pursuant to the BFR process as contemplated by this
          Agreement./4/

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

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

________________________________
/3/ Per First Order at 16.
/4/ Per First Order at 25; per Sixth Order at 6.

                                       2
<PAGE>

                                                                    Attachment 1


          Parties. The pendency of any such dispute shall not affect the
          obligation of U S WEST to complete the requested construction.

4.   Unbundled Loops - Conditioning Charge

     4.1  For loops that need conditioning, as requested by AT&T, to ensure the
          necessary transmission standard, conditioning charges will apply as
          specified in Appendix A./5/

     4.2  U S WEST will also apply a recurring charge, as specified in Appendix
          A, for the cost of removing load coils and bridge taps, provided that
          U S WEST must provide AT&T with Loops that do not require unloading,
          where such Loops are available, until permanent prices are
          established. AT&T may require certification from a knowledgeable
          representative of U S WEST if U S WEST states that no such Loops are
          available U S WEST shall not be required to deload its own (unleased)
          lines or to move its own Customers to other lines. If U S WEST only
          deloads the lines requested by AT&T, AT&T shall bear all of the costs
          efficiently and necessarily incurred by U S WEST in deloading those
          lines. If U S WEST deloads additional lines in the group at the same
          time it deloads lines that AT&T has requested, AT&T shall only be
          required to pay its pro rata portion of the deloading costs based on
          the percentage of lines deloaded at AT&T's request. In such cases,
          AT&T may require certification as to the actual number of Loops
          deloaded from the U S WEST representatives who performed and
          supervised the deloading./6/

5.   Transport and Termination/7/

     5.1  [Intentionally left blank for numbering consistency]

     5.2  [Intentionally left blank for numbering consistency]

     5.3  For traffic terminated to the other Party's Customer, where both such
          Customers bear NPA-NXX designations associated with the same LATA or
          other authorized area (e.g., extended area service zones in adjacent
          LATAs), including those traffic types that have been traditionally
          referred to as "local calling", as "extended area service (EAS)", the
          following reciprocal rate structure shall apply:

          5.3.1     Call Termination - Switching Rates.

          5.3.2     (a) The Parties agree that local switching and tandem
                        switching rates as described in Schedule 1 of this
                        Attachment shall apply reciprocally for the termination
                        of local/EAS traffic. These rates will apply to all
                        traffic terminated on either party's network.

_______________________________________
/5/ Per First Order at 8, 32; Per Second Order at 3-6.
/6/ Per First Order at 8, 32; Per Second Order at 3-6.
/7/ Per First Order at 49; Per Second Order at 38; Per Third Order at 7.

                                       3
<PAGE>

                                                                    Attachment 1


                    (b) If one Party desires to purchase dedicated transport
                        from the other Party, reciprocal compensation shall be
                        in accordance with the rates established in Schedule 1
                        of this Attachment.

                    (c) Dedicated transport facilities may be provided as, but
                        not limited to, DS-3 and DS-1 facilities with or without
                        the tandem switching functions, for the use of either
                        Party between the point of interconnection and the
                        terminating end office or tandem switch.

                    (d) If the Parties elect to establish two-way trunking
                        direct trunks, the compensation for such jointly used
                        facilities shall be adjusted as follows. The nominal
                        compensation shall be pursuant to the rates for
                        dedicated transport as established in Schedule 1 of this
                        Attachment. The actual rate paid to the provider of the
                        dedicated facility shall be reduced to reflect the
                        provider's use of that facility. The adjustment in the
                        dedicated transport rate shall be a percentage that
                        reflects the provider's relative use of the facility
                        based on an average monthly usage measured on
                        originating minutes of use.

                    (e) Common transport may be used as an alternative to
                        dedicated transport. Reciprocal compensation for common
                        transport rates are provided for in Schedule 1 of this
                        Attachment.

                    (f) Multiplexing options are available pursuant to rates
                        established in Schedule 1 of this Attachment.

          5.3.3     Transit Traffic

               The Parties agree that the rates set forth in this Agreement will
               apply to transited traffic regardless of the final point of
               termination.

     5.4       No AT&T Tandem Rate Charges

          At the time of entering into this Agreement, AT&T is not entitled to
          charge the tandem rate for transport and termination./8/

6.   Number Portability

     6.1       U S WEST and AT&T shall track their respective costs for
               providing number portability until a definitive method for
               allocating the cost is determined. At that time, U S WEST shall
               recover its efficiently incurred costs for providing number
               portability for the period during which recovery has been held in
               based on such definitive method for allocating cost./9/ In the
               interim, costs will be apportioned

_____________________________
/8/ Per First Order at 3; Per Third Order at  7.
/9/ Per First Order at 39.

                                       4
<PAGE>

                                                                    Attachment 1


               according to the gross revenues of AT&T and U S WEST less charges
               paid to other carriers./10/

     6.2       The Parties shall work together to incorporate the results of the
               FCC Access Reform Order when final.

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

7.   Network Elements/11/

In the absence of a negotiated sharing method, the following provisions will
apply:

     7.1       For the development and implementation allowing access to
               operations support systems, U S WEST shall be entitled to recover
               one-fourth of is development and implementation costs in each of
               the first four 12-month periods following the acceptance of such
               shares as valid. That recovery shall include the cost of money at
               the level then assumed for purposes of deriving unbundled network
               element prices. U S WEST shall recover these costs from each
               carrier (including itself and any affiliate) who used such
               systems for such period; the share of these costs for which each
               shall be liable should be equal to its share (vis-a-vis only the
               other carriers who are obligated to pay these costs) of whatever
               market penetration characteristic is determined to be proper for
               allocating interim number portability costs. If no such
               characteristic is ultimately used to allocate interim number
               portability costs, then the sharing basis shall be as determined
               by the Idaho Commission from among the FCC-authorized available
               interim number portability sharing methods or combination
               thereof.

               For a year in which an obligated carrier was under agreement with
               U S WEST for less than twelve months, its share of the costs
               shall be prorated accordingly.

               7.1.1     By April 1 of each year during the term of this
                         Agreement, U S WEST shall recalculate for the preceding
                         calendar year, the market shares for each competing
                         local carriers providing local telecommunications
                         service within the state of Idaho in that calendar
                         year. For each of the first four years, U S WEST shall
                         assign to each competing carrier one-fourth of U S
                         WEST's development costs according to each competing
                         carrier's market share at the end of that calendar
                         year. For each of years five (5) through ( 8), U S WEST
                         shall make a similar calculation of market share. When
                         such calculations produces an amount owing by a
                         competing carrier to U S

___________________________
/10/ Per Second Order at 3
/11/ Per First Order at 35; Per Third Order at 7-8.

                                       5
<PAGE>

                                                                    Attachment 1


                         WEST, that amount shall be paid to U S WEST promptly
                         after presentation of supporting documents has been
                         made by U S WEST./12/


               7.1.2     To ensure that (1) U S WEST does not over-recover or
                         under-recover its costs of development, and (2) each
                         carrier's net payment responsibility continues to match
                         its market share over the amortization period: U S WEST
                         shall, in each of years five (five) through eight (8),
                         rebate any and all money collected by U S WEST that
                         exceeds its costs of development costs as set out in
                         Section 7.1 above. Such rebates shall be in proportion
                         to the total net cumulative amounts (payments net of
                         rebates) that each carrier has paid to U S WEST for
                         development costs ./13/

               7.1.3     AT&T shall be entitled to audit at any time during the
                         period during which its payment obligations or receipt
                         rights under these provisions (and beyond, to the
                         extend authorized by any other audit time limit
                         provided for in the Agreement) the efficiency of U S
                         WEST's expenditures, the necessity for it to meet
                         obligations to AT&T, the accuracy of any costs, the
                         reasonableness of any allocations or assignments of
                         additional costs, and the date and extent of system use
                         by any other party, including U S WEST or its
                         affiliates./14/

          7.2  AT&T is entitled to purchase rebundled Loops and Switching
               Elements for no more than the stand-alone element prices set
               forth in Appendix A. For rebundled switching elements and loops,
               U S WEST shall be able to recover the interstate Common Carrier
               Line Charge and 75% of the Residual Interconnection Charge as
               specified in Appendix A./15/

          7.3  An interim charge, subject to true-up when a permanent rate is
               established, for accessing U S WEST's directory assistance
               database is 1/5 of U S WEST's retail rate for directory
               assistance as of the effective date of this Agreement./16/

          7.4  On an interim basis, subject to true-up, U S WEST's interstate
               tariff rate for collocation shall apply.

8.        Rate Schedule

          8.1  Interim rates for Interconnection, Unbundled Network Elements,
               Ancillary Services, and Reciprocal Compensation are provided in
               Appendix A to this Attachment 1.

_____________________________
12 Per Third Order at 8
13 Per Third Order at 8
14 Per First Order at 35.
15 Per First Order at 14.
16 Per First Order at 35.

                                       6
<PAGE>

                                                                    Attachment 1


          8.2  The prices for shared transport/17/ as listed on Appendix A to
               this Attachment 1 are interim. As of the effective date of this
               Agreement, the ADR process may be undertaken by either Party for
               the purpose of establishing permanent rates. That ADR process is
               to be completed within ninety (90) days of the initial request,
               unless the Parties mutually agree to extend the time required to
               complete the ADR process.

          8.3  For purposes of non-recurring charges, U S WEST shall be entitled
               to charge 10% of the non-recurring charges that its final price
               lists includes for loops, ports and signaling links. These
               charges shall be subject to true-up retroactively to the
               commencement of service under this Agreement in the event that
               these charges are changed by later cost related proceedings in
               Idaho. If either Party finds that, after AT&T begins providing
               service under this Agreement, that the approved amounts are
               inappropriate, the Parties shall renegotiate the charge amounts.
               Should good faith efforts to change the amounts prove
               unsuccessful, either Party may resolve any remaining disagreement
               through the dispute resolution procedures outlined in this
               Agreement or as part of a proceeding subsequently filed with the
               Commission./18//19/




_________________________________
/17/ Per Order 27236 at pp 9-12.
/18/ Per Order 27236 at 13
/19/ Per Order 27236 at 12.

                                       7
<PAGE>

                                                                    Attachment 2


                               TABLE OF CONTENTS

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


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


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


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


5.   Service Functions......................................................8


6.   Security and Law.......................................................9


7.   Ordering and Maintenance...............................................9


8.   Changes in Retail Service..............................................9


9.   Customer Authorization Process........................................10


10.  AT&T Responsibilities.................................................11


11.  Pricing...............................................................11


12.  Deposit...............................................................11
</TABLE>

                                       1
<PAGE>

                                                                    Attachment 2


                                     RESALE

1.   Description

     1.1       AT&T may resell to any and all classes of end-users
               Telecommunications Services obtained from U S WEST under this
               Agreement, however, any existing tariff restrictions or
               conditions shall apply. AT&T may identify any of these
               restrictions or conditions that it believes is inappropriate and
               shall provide an argument sufficient to show a substantial
               potential for anti-competitive or other inappropriate results.
               Such a showing will be made through the dispute resolution
               process of this Agreement or through the Parties' private
               negotiations. Once AT&T makes such a showing, U S WEST will then
               have the burden of proving that the conditions or restrictions at
               issue serve valid purposes when applied to resold services and
               that such application will not produce anti-competitive or other
               inappropriate resultsNo future tariff condition or restriction
               should be deemed applicable to resold services, absent a prior
               finding by the Commission that U S WEST has met the burden of
               showing such condition or restriction to be reasonable as applied
               to resellers./1/

     1.2       [Intentionally left blank for numbering consistency]

     1.3       At the request of AT&T, and pursuant to the requirements of the
               Act, and FCC rules and state regulations, U S WEST shall make
               available to AT&T for resale any Telecommunications Services that
               U S WEST currently provides or may offer hereafter, including,
               but not limited to, Telecommunications Services offered through
               contract service arrangements, special arrangements, discount
               plans and promotions of more than ninety (90) days duration.
               Resale discounts may vary from the standard resale discount,
               subject to the approval of the Commission. U S WEST shall also
               provide Service Functions, as agreed to in this Attachment 2. The
               Telecommunications Services and Service Functions provided by U S
               WEST to AT&T pursuant to this Attachment 2 are collectively
               referred to as "Local Resale".

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

     1.5       Call answering services do not constitute Telecommunications
               Services and U S WEST is not required to sell them under this
               Agreement. Non-tariffed retail communications services are
               subject to resale under this Agreement./2/

               1.5.1     Voice Mail

                         U S WEST shall make available the SMDI-E ("Station
                         Message Desk Interface-Enhanced"), where available, or
                         SMDI (Station Message Desk Interface), where SMDI-E is
                         not available, feature capability allowing for Voice
                         Mail Services.

_________________________
/1/ Per First Order at 18.  Per Second Order at 13.
/2/ Per First Order at 15.

                                       1
<PAGE>

                                                                    Attachment 2


                         U S WEST shall make available, where available, the MWI
                         (Message Waiting Indicator) stutter dialtone and
                         message waiting light feature capabilities. U S WEST
                         shall make available CF-B/DA (Call Forward on
                         Busy/Don't Answer), CF/B (Call Forward on Busy), and
                         CF/DA (Call Forward Don't Answer) feature capabilities
                         allowing for Voice Mail services.

     1.6       Grandfathered Services

               U S WEST shall make available for resale by AT&T all
               grandfathered services to those AT&T customers currently
               receiving such services. U S WEST shall make these services
               available for resale at the fully discounted retail rate./3/ For
               purposes of this Agreement, a grandfathered service is a service
               that U S WEST no longer offers to new subscribers or a class of
               new subscribers. AT&T shall be notified of any U S WEST request
               for the termination of service and/or its grandfathering filed
               with the Commission or U S WEST's intent to grandfather/withdraw
               a service at least thirty (30) calendar days prior to the
               effective date of such grandfathering or intended termination.
               The form of notification may be either in written or electronic
               form.

     1.7       [Intentionally left blank for numbering consistency]

     1.8       Promotions

               Promotions of ninety (90) days or less need not be made available
               to AT&T at the wholesale discount rate.

     1.9       The specific business process requirements and systems interface
               requirements are set forth in Attachment 5.

2.   General Terms and Conditions for Resale

     2.1       Primary Local Exchange Carrier Selection. U S WEST shall apply
               the principles set forth in Section 64.1100 of the FCC Rules, 47
               C.F.R. ss. 64.1100, as implemented, to the process for end-user
               selection of a primary local exchange carrier. In accordance with
               the customer authorization process described elsewhere in this
               Agreement, U S WEST shall not require notification from the
               customer, another carrier, or another entity, in order to process
               an AT&T order for local service for a customer.

     2.2       Except where otherwise provided, AT&T, or AT&T's agent, shall act
               as the single point of contact for its end users' service needs,
               including, without limitation, sales, service design, order
               taking, provision, change orders, training, maintenance, trouble
               reports, repair, post-sale servicing, billing, collection and
               inquiry. AT&T shall inform its end users that they are customers
               of AT&T for resold services. AT&T's end users who inadvertently
               contact U S WEST with questions regarding their AT&T service will
               be instructed to contact AT&T. U S WEST end users who
               inadvertently contact AT&T with questions regarding their U S
               WEST service will be instructed to contact U S WEST. Nothing in
               this Agreement shall be deemed to prohibit either Party from
               discussing its products and services with customers of the other
               Party who solicit such information or who are directly contacted
               by a Party.

______________________________________
/3/ Per First Order at 16.

                                       2
<PAGE>

                                                                    Attachment 2


3.   Basic Service Requirements

     3.1       Call Types

               3.1.1     U S WEST shall provide the following call types,
                         features and functions to AT&T and its end users with
                         no loss of feature or functionality: (a) dial tone and
                         ringing; (b) capability for either dial pulse or touch
                         tone; (c) flat and measured services; (d) speech
                         recognition as available with other custom calling and
                         CLASS features; (e) same extended area service free
                         calling area; (f) 1 + intraLATA toll calling; (g)
                         access to interLATA toll calling; (h) access to
                         international calling; (i) lines as well as trunks
                         (DID, DOD); (j) analog and digital private line - all
                         speeds; (k) off-premises extensions; (l) Centrex; and
                         (m) ISDN.

     3.2       U S WEST will provide access for AT&T and all its end user
               customers to all call types, including, but not limited to, 500,
               700, 800, 900, exchanges and dial around services (10XXX).

     3.3       U S WEST shall impose no restrictions on customer's calling
               (e.g., there should not be a 750 minute limit on flat rate
               calling).

     3.4       U S WEST will provide pre-subscription services for intraLATA,
               when the Commission orders the provision of 1+ pre-subscription,
               and interLATA toll services in accordance with currently accepted
               methods and procedures.

     3.5       Features Requirements

               3.5.1     U S WEST will provide AT&T the ability to suspend and
                         restore customer service, including vacation suspension
                         service, at the direction of AT&T.

               3.5.2     End Office Features. U S WEST will provide to AT&T the
                         same end office features available to U S WEST's end
                         users, including, but not limited to, CLASS features,
                         Custom Calling features, and AIN features.

               3.5.3     Call Blocking Features. U S WEST will provide to AT&T
                         the same call blocking features as are available to U S
                         WEST's own Customers.

     3.6       Upon request, U S WEST shall provide AT&T a list, in an agreed
               upon format by central office, of all the Telecommunications
               Services, features and functions offered by U S WEST within sixty
               (60) days after request and shall provide updates to such lists
               as further described in Attachment 5. U S WEST shall also provide
               an electronic access method for AT&T to ascertain the service
               availability of a particular USOC in a given central office.

4.   Requirements for Specific Services

     4.1       IntraLATA Toll

               U S WEST will provide AT&T its intraLATA toll service to AT&T for
               resale where 1+ intraLATA toll presubscription is not available.

     4.2       Private Line Services

                                       3
<PAGE>

                                                                    Attachment 2


               The following private line services shall be made available
               without restriction from U S WEST: (a) voice grade private line
               services; (b) off premise extensions; (c) foreign exchange line
               service; (d) point-to-point and multi-point digital services
               (e.g., 9.6 kbps-56 kbps; fractional DS-1); (e) DS-1 Services; (f)
               DS-3 services; (g) OC-3 service (where available); (h) frame
               relay service; (i) packet switched services; (j) switched digital
               services; and (k) other private line services as they are made
               available.

     4.3       Centrex Requirements

               4.3.1     At AT&T's option and as they are available to U S
                         WEST's own end users via interstate tariffs and state
                         tariffs, price lists, price schedules, catalogs, or
                         Individual Case Basis, AT&T may purchase a single, any
                         combination, or the entire set of Centrex features,
                         including Centrex Management System (CMS) or its
                         equivalent as described in Attachment 5. The Centrex
                         service provided for resale will meet the requirements
                         set forth in the following provisions of this Section.

               4.3.2     All service levels and features of Centrex service
                         provided by U S WEST for resale by AT&T shall be at
                         parity with levels and features provided to U S WEST's
                         own customers or as mutually agreed upon by the
                         Parties.

               4.3.3     AT&T may aggregate the Centrex local exchange and
                         intraLATA traffic usage of AT&T subscribers to the
                         extent U S WEST makes such aggregation available to
                         itself or to its end users, Customers, or Affiliates.

               4.3.4     AT&T may aggregate multiple AT&T customers on dedicated
                         access facilities.

               4.3.5     U S WEST shall make CMS information available to AT&T
                         at the common block level via an electronic interface,
                         as provided to U S WEST's own end users.

               4.3.6     AT&T may use remote call forwarding in conjunction with
                         Centrex service to provide service to AT&T local
                         service Customers residing outside of the geographic
                         territory in which U S WEST provides local exchange
                         service. However, U S WEST is not obligated to provide
                         facilities outside its service territory.

               4.3.7     AT&T may purchase any and all levels of Centrex service
                         for resale, without restriction on the minimum or
                         maximum number of lines that may be purchased for any
                         one level of service, equivalent to what is offered to
                         U S WEST's own end users.

               4.3.8     U S WEST will provide to AT&T the ability to suppress
                         the need for AT&T customers to dial "9" when placing
                         calls outside the Centrex system.

               4.3.9     U S WEST shall make available to AT&T for resale, at no
                         additional charge, intercom calling among all AT&T
                         customers within a common block who utilize resold
                         Centrex service.

     4.4      CLASS and Custom Features Requirements

                                       4
<PAGE>

                                                                    Attachment 2


              AT&T may purchase a single, any combination, or the entire set of
              CLASS and custom features and functions, on a customer-specific
              basis. CLASS features shall include, but not be limited to: caller
              identification, name and number; call screening; call tracing; and
              automatic call back on busy (*69). U S WEST shall provide to AT&T
              a list of all such CLASS and custom features and functions within
              ten (10) days after request and shall provide updates to such list
              when new features and functions become available.

     4.5      Customer Financial Assistance Programs

              4.5.1      Local services provided to low-income subscribers,
                         pursuant to requirements established by the appropriate
                         state regulatory body, include programs such as
                         Lifeline, Voluntary Federal Customer Financial
                         Assistance Program, and Link-Up America ("Voluntary
                         Federal Customer Financial Assistance Programs"). When
                         a U S WEST subscriber eligible for the Voluntary
                         Federal Subscriber Financial Assistance Programs or
                         other similar state programs chooses to obtain local
                         service from AT&T, U S WEST shall forward information
                         available to U S WEST regarding such subscriber's
                         eligibility to participate in such programs to AT&T and
                         in electronic format when available in accordance with
                         the procedures set forth herein.

               4.5.2     U S WEST will provide information about the
                         certification process for the provisioning of Lifeline,
                         Link-up, and similar services. U S WEST will forward to
                         AT&T, in electronic format (when available),
                         information available to U S WEST regarding a
                         subscriber's program eligibility, status and
                         certification when a U S WEST subscriber currently on
                         any U S WEST telephone assistance program changes
                         service to AT&T as their local exchange carrier. U S
                         WEST will cooperate in obtaining any subsidy associated
                         with a subscriber transfer to AT&T.

                         4.5.2.1   In connection with the transfer of a customer
                                   from U S WEST to AT&T, U S WEST shall provide
                                   to AT&T a customer profile, including
                                   customer name, billing and residence address,
                                   billing telephone number(s), eligibility for
                                   Voluntary Federal Customer Financial
                                   Assistance Program, and other similar
                                   services, and identification of U S WEST
                                   features and services subscribed to by the
                                   customer.

     4.6       Discount Plans and Services

               4.6.1     In accordance with FCC rules and regulations, U S WEST
                         shall offer for resale all Discount Plans and Services.

               4.6.2     AT&T can utilize any volume discounts that U S WEST
                         makes available to its end user customers.

     4.7       Hospitality Service

               U S WEST shall provide all blocking, screening, and all other
               applicable functions available for hospitality lines utilized as
               such.

     4.8       Telephone Line Number Calling Cards.

                                       5
<PAGE>

                                                                    Attachment 2


               Effective ten (10) Business Days after the date of an end-user's
               subscription to AT&T service or within twenty-four (24) hours
               after AT&T has notified U S WEST that it has replaced the
               subscriber's calling card, whichever is earlier, U S WEST will
               terminate its existing telephone line number-based calling cards
               and deactivate any U S WEST-assigned calling cards and remove any
               U S WEST-assigned telephone line calling card number subaccount
               and PIN (including area code) ("TLN") from the LIDB. AT&T may
               issue a new telephone calling card to such customer, utilizing
               the same TLN, and AT&T shall have the right to enter such TLN in
               the LIDB for calling card validation purposes. U S WEST will
               assume responsibility for billing its calling card calls that
               appear before the card is terminated. Nothing in this section
               shall prohibit U S WEST from terminating calling card service to
               U S WEST customers who have been determined to be a credit risk,
               according to U S WEST's normal business practices.

               4.8.1     Except as provided above, the Parties will cooperate in
                         the deactivation and activation of calling cards and
                         will make reasonable efforts to minimize the time a
                         customer is without an active calling card.

               4.8.2     U S WEST shall not prohibit AT&T from issuing a new
                         telephone calling card to an AT&T customer utilizing
                         the same TLN and AT&T shall have the right to enter the
                         TLN in the LIDB for calling card verification purposes.

               4.8.3     U S WEST will provide AT&T the ability to utilize U S
                         WEST's LIDB for calling card validation.

     4.9       U S WEST shall make engineering support available to AT&T for
               Resale Services on the same basis as it provides such support for
               U S WEST end users. To the extent the cost of such engineering
               support has been considered an avoided cost in the development of
               the avoided cost discount, the cost of such engineering support
               shall be borne by AT&T.

     4.10      Payphone Services

               U S WEST agrees to sell for resale all tariffed PAL services at a
               appropriate wholesale discount to be determined by the
               Commission.

               4.10.1    U S WEST shall offer for resale, at a minimum, the
                         following Coin Line, PAL, and PAL Coinless features:

                         Billed Number Screening
                         Ability to "freeze" PIC selection
                         One (1) bill per line and/or multiple lines per BAN
                         Point of demarcation at the Network Interface location
                         Detailed billing showing all 1+ traffic on paper,
                         diskette or electronic format
                         Touch-tone service
                         Option for listed or non-listed numbers
                         Access to 911 service
                         One (1) directory per line

               4.10.2    At a minimum, U S WEST shall offer for resale the
                         following Coin Line features:

                                       6
<PAGE>

                                                                    Attachment 2

                         .    Access to all central office intelligence required
                              to perform answer detection, coin collection, coin
                              return, and disconnect
                         .    Answer Detection
                         .    Option to block all 1+ calls to international
                              destinations
                         .    IntraLATA Call Timing
                         .    Option of one-way or two-way service on line
                         .    Flat Rate Service, where available
                         .    Originating line screening
                         .    U S WEST central office intelligence for rating
                              and other functions
                         .    Option of measured service, where available
                         .    Ability to block any 1+ service that cannot be
                              rated by the coin circuits/TSPS/OSPS to the
                              extent provided on U S WEST coin lines
                         .    Protect against clip on fraud to the extent
                              provided on U S WEST coin lines
                         .    Protect against blue box fraud to the extent
                              provided on U S WEST coin lines
                         .    Provision of Information Digit 27

        4.10.3   At a minimum, U S WEST shall offer for resale the following PAL
                 and PAL Coinless features:

                         .    Originating line screening
                         .    Two-way service option
                         .    Flat rate service based on rate groups, where
                              available
                         .    Option of one-way service on the line, where
                              available
                         .    Option of measured service, where available
                         .    Ability to keep existing serving telephone numbers
                              if cutover to AT&T.
                         .    AT&T resale line incoming/outgoing screening
                         .    Provision of Information Digit 07
                         .    Provision of International Toll Denial Recognition
                              Tone, when available

                 4.10.4  At a minimum, U S WEST shall offer for resale the
                         following PAL Coin feature:

                         .    Blocking for 1+  international,  10XXXX1 +
                              international,  101XXXX1 + international,  1+900,
                              N11, 976 and option to block all 1-700 and 1-500
                              calls
                         .    Line side supervision option

4.10.5  At a minimum, U S WEST shall offer for resale the following PAL Coinless
        feature:

                         .    Blocking for 1 + international, 10XXXX1 +
                              international,  101XXXX1 +International,  1+900,
                              N11, 976, and 7 digit local

                 4.10.6  U S WEST shall provide installation intervals for PAL
                         services to AT&T for ordering, call transfer, billing,
                         and PIC changes in accordance with performance
                         standards that are established by the Commission,
                         pursuant to subsequent agreement between the Parties or
                         as provided to any other Person.

                                       7
<PAGE>

                                                                    Attachment 2

     4.11      Access revenues are wholesale revenues and are not revenues
               subject to a resale discount./4/

5.   Service Functions

     5.1       U S WEST shall provide AT&T with the information available to U S
               WEST that AT&T will need to certify subscribers who transfer from
               U S WEST as exempt from charges (including taxes), or eligible
               for reduced charges associated with providing services.

     5.2       U S WEST shall provide AT&T with appropriate notification of all
               area transfers with line level detail one hundred twenty (120)
               days before service transfer, and will also notify AT&T within
               one hundred twenty (120) days before such change or any LATA
               boundary changes.

     5.3       U S WEST will work cooperatively with AT&T in practices and
     ---
     procedures regarding the handling of law enforcement and service annoyance


 5.4  Support Functions

5.4.1 Routing to Directory Assistance, Operator and Other Services

                         5.4.1.1   U S WEST shall make available to AT&T the
                                   ability to route:

                                   (a)  all Local Directory Assistance calls
                                        (411, (NPA) 555-1212) dialed by AT&T
                                        Customers directly to the AT&T Directory
                                        Assistance Services platform, where
                                        technically feasible and consistent with
                                        FCC rules; and

                                   (b)  Local Operator Services calls (O+, O-)
                                        dialed by AT&T Customers directly to the
                                        AT&T Local Operator Services platform,
                                        where technically feasible and
                                        consistent with FCC rules. Such traffic
                                        shall be routed over trunk groups
                                        between U S WEST end offices and the
                                        AT&T Local Operator Services Platform,
                                        using standard Operator Services dialing
                                        protocols of O+ or O-.

                         5.4.1.2  All direct routing capabilities described
                                  herein shall permit AT&T Customers to dial the
                                  same telephone numbers for AT&T Directory
                                  Assistance and Local Operator Service as U S
                                  WEST customers use to access similar services.

6.   Security and Law

     6.1       U S WEST will maintain and safeguard all AT&T customer
               information according to CPNI privacy guidelines.

     6.2       U S WEST and AT&T will work jointly in security matters as they
               relate to AT&T customers in a resale environment including, but
               not limited to, harassment and annoyance calls.

____________________________
/4/ Per First Order at 20.

                                       8
<PAGE>

                                                                    Attachment 2


     6.3       U S WEST and AT&T will work jointly to support law enforcement
               agency requirements including, but not limited to, taps, traces
               and court orders.

     6.4       U S WEST will work jointly with AT&T with respect to prevention
               and settlement of fraud.

     6.5       U S WEST and AT&T will work jointly to provide access to lines in
               a hostage situation.

7.   Ordering and Maintenance

     7.1       AT&T shall transmit to U S WEST the information necessary for the
               installation (billing, listing and other information), repair,
               maintenance and post-installation servicing according to U S
               WEST's standard procedures, as described in the U S WEST resale
               operations guide that will be provided to AT&T. When U S WEST's
               end user or the end user's new service provider discontinues the
               end user's service in anticipation of moving to another service
               provider, U S WEST will render its closing bill to the end user
               effective with the disconnection. Should AT&T's end user, a new
               service provider or AT&T request service be discontinued to the
               end user, U S WEST will issue a bill to AT&T for that portion of
               the service provided to the AT&T end user. In no event, shall the
               transition of an end user from U S WEST to AT&T cause a
               disconnection of service other than as specifically provided for
               in this Agreement. It is understood that AT&T's decision to
               request a change in class of service (or a conversion to a re-
               used unbundled loop) at "transition" may involve a few minutes
               out-of-service. The preceding may be modified by agreement of the
               Parties.

     7.2       U S WEST will notify AT&T by fax or other processes as agreed to
               by the Parties, when an end user moves to another service
               provider.

     7.3       The new service provider shall be responsible for issuing either
               a transfer of service or disconnect/new connect order, as
               appropriate.

     7.4       The Parties agree that they will work cooperatively to develop
               the standards and processes applicable to the transfer of such
               accounts that are in arrears.

8.   Changes in Retail Service

     8.1       U S WEST will notify AT&T of any changes in the terms and
               conditions under which it offers Telecommunications Services at
               retail to subscribers who are telecommunications service
               providers or carriers, including, but not limited to, the
               introduction or discontinuance of any features, functions,
               services or promotions. U S WEST shall not begin notifying its
               customers as to any retail service changes until thirty (30) days
               from the date U S WEST informs AT&T of what the specific changes
               are, or forty-five (45) days from the effective date of those
               changes, whichever is earlier./5/

     8.2       U S WEST will provide to AT&T advance notice of the availability
               of new Telecommunication Services in accordance with Section 23.2
               of Part A of this Agreement.

_________________________
/5/ Per First Order at 27.

                                       9
<PAGE>

                                                                    Attachment 2


     8.3       In the event U S WEST intends to terminate the provisioning of
     any resold services to AT&T for any reason, AT&T shall be responsible for
     providing any and all necessary notice to its end users of the termination.
     In no case shall U S WEST be responsible for providing such notice to
     AT&T's end users. U S WEST will provide sufficient written notice to AT&T
     of U S WEST's intent to terminate a resold service so that AT&T may notify
     its customers or intervene in the proceedings on a timely basis consistent
     with Commission rules and notice requirements.

9.   Customer Authorization Process

     9.1       U S WEST and AT&T will use the existing PIC process as a model,
     and the same or similar procedures for changes of local providers. For a
     local carrier change initiated by AT&T or an agent of AT&T to a customer,
     one of the following four (4) procedures will constitute authorization for
     the change: (a) Obtain the customer's written authorization (letter of
     authorization or LOA); (b) Obtain the customer's electronic authorization
     by use of an toll-free number; (c) Have the customer's oral authorization
     verified by an independent third party (third party verification); or (d)
     Send an information package, including a prepaid, returnable postcard,
     within three (3) days of the customer's request for a local carrier change,
     and wait fourteen (14) days before submitting the local carrier change to
     the previous carrier.

     9.2       It is understood by U S WEST and AT&T that these procedures may
               be superseded or modified by FCC rules or industry standards.

     9.3       U S WEST will provide AT&T authorization for a local carrier
               change that is initiated by a customer call to AT&T. In this case
               AT&T will: (a) maintain internal records verifying the customer's
               stated intent to switch carriers; and (b) produce the record in
               caseslamming dispute consistent with FCC rules.

     9.4       Should an end user dispute or a discrepancy arise regarding the
authority of AT&T to act on behalf of the end user, AT&T is responsible for
providing a written response evidencing its authority to U S WEST within five
(5) Business Days of receipt of a written request from U S WEST describing the
basis of the dispute or discrepancy. If there is a conflict between the end user
designation or AT&T does not provide a response within five (5) Business Days, U
S WEST shall honor the designation of the end user. In the event the end user
designation is honored by U S WEST as described above, then AT&T shall remit a
slamming charge, if any, in accordance with Section 258 of the Act and
Commission Rules.

     9.5       Should an end user dispute or a discrepancy arise regarding the
authority of U S WEST to act on behalf of the end user, U S WEST is responsible
for providing a written response evidencing its authority to AT&T within five
(5) Business Days of receipt of a written request from AT&T describing the basis
of the dispute or discrepancy. If there is a conflict between the end user
designation or U S WEST does not provide a response within five (5) Business
Days, AT&T shall honor the designation of the end user. In the event the end
user designation is honored by AT&T as described above, then U S WEST shall
remit a slamming charge, if any, in accordance with Section 258 of the Act and
Commission rules.

     9.6       AT&T shall designate the Primary Interexchange Carrier (PIC)
               assignments on behalf of its end users for interLATA services and
               for intraLATA services when intraLATA presubscription is
               implemented.

                                      10
<PAGE>

                                                                    Attachment 2


               9.6.1     U S WEST is not required to assign central office codes
                         in a U S WEST central office for the exclusive use of
                         AT&T.

     9.7       When Customers switch from U S WEST to AT&T, or to AT&T from any
               other service provider, such Customers shall be permitted to
               retain their current telephone numbers if they so desire and if
               they do not change their service address to an address served by
               a different central office. U S WEST shall take no action to
               prevent AT&T Customers from retaining their current telephone
               numbers.

10.  AT&T Responsibilities

     10.1      AT&T must send to U S WEST either (a) complete and accurate end
     user listing information for Directory Assistance and 911 Emergency
     Services using processes mutually agreed to by the Parties, or (b)
     notification of as is migration. AT&T must provide to U S WEST accurate end
     user information to ensure appropriate listings in any databases in which U
     S WEST retains and/or maintains end user information. AT&T assumes
     liability for the accuracy of information provided to U S WEST. After
     receiving accurate information from AT&T, U S WEST assumes liability for
     the accuracy of transmission of such information to the database provider
     (e.g., SCC).

     10.2      U S WEST shall provide AT&T with the capability to assign large
               quantities (i.e., greater than ten (10)) telephone numbers for
               multiple line and PBX customers in accordance with U S WEST's
               tariffs and/or its own internal practices.

     10.3      AT&T will provide a three (3) year non-binding forecast within
     ninety )90) days after request. The forecast shall be updated and provided
     to U S WEST on a quarterly basis. The initial forecast will provide:

        .        The date service will be offered (by city and/or state)
        .        The type and quantity of service(s) which will be offered
        .        AT&T's anticipated order volume
        .        AT&T's key contact personnel

11.  Pricing

     The wholesale discount rate charged to AT&T for Local Resale is set forth
     in Attachment 1 of this Agreement.

12.  Deposit

     12.1      U S WEST may require a suitable deposit to be held by U S WEST as
               a guarantee for payment of U S WEST's charges for companies which
               cannot demonstrate sufficient financial integrity based on
               commercially reasonable standards, which may include a
               satisfactory credit rating as determined by a recognized credit
               rating agency reasonably acceptable to U S WEST.

     12.2      When the service is terminated or when AT&T has established
               satisfactory credit, if required under the terms of the preceding
               paragraph, the amount of the initial or additional deposit, with
               any interest due, will, at AT&T's option, be either credited to
               AT&T account or refunded.

                                      11
<PAGE>

                                                                    Attachment 2


               Satisfactory credit for AT&T is defined as (a) twelve (12) months
               positive payment history in another capacity with U S WEST, such
               as in the interexchange area; (b) financial standing as outlined
               in the preceding paragraph above; (c) posting a bond, or (d)
               twelve (12) consecutive months' service as a reseller without a
               termination for nonpayment and with no more than one (1)
               notification of intent to terminate service for nonpayment.
               Interest on the deposit shall be accumulated by U S WEST at a
               rate equal to the federal prime rate, as published in the Wall
               Street Journal from time to time.

                                      12
<PAGE>

                                                                    Attachment 3


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                              <C>
1.        Introduction..........................................................  1

2.        Unbundled Network Elements............................................  2

3.        Standards for Network Elements........................................  3

4.        Description of Unbundled Elements.....................................  4

5.        Shared Transport......................................................  6

6.        Common Transport......................................................  7

7.        Dedicated Transport...................................................  9

8.        Loop..................................................................  17

9.        Distribution..........................................................  24

10.       Local Switching.......................................................  26

11.       Network Interface Device..............................................  33

12.       Operator Systems......................................................  35

13.       E911..................................................................  35

14.       Directory Assistance Data.............................................  35

15.       Signaling Link Transport..............................................  35

16.       Signaling Transfer Points (STPs)......................................  36

17.       Service Control Points/Databases......................................  40

18.       Additional Requirements...............................................  48
</TABLE>

<PAGE>

                                                                    Attachment 3

UNBUNDLED ACCESS/ELEMENTS

1.    Introduction

      1.1    U S WEST shall provide unbundled Network Elements in accordance
             with this Agreement, the Act, FCC rules and regulations, and state
             rules, regulations and orders. The price for each Network Element
             is set forth in Attachment 1 of this Agreement. Except as otherwise
             set forth in this Attachment, AT&T may order Network Elements as of
             the Effective Date of this Agreement.

      1.2    Standards for Network Elements

      The following standards shall apply to each provision in Attachment 3.
      Failure to specifically reference this standard, or individual subsections
      1.2.1 - 1.2.3 below, shall not be construed to mean this standard does not
      apply./1/

      1.2.1  Pursuant to the Act, U S WEST shall provide nondiscriminatory
             access to the network elements specified in this Attachment 3 at
             any technically feasible point that is equal in quality to the
             access which U S WEST provides to itself, its customers or other
             CLECs and that is on rates, terms and conditions that are just,
             reasonable and nondiscriminatory.

      1.2.2  For purposes of this Attachment 3, "rates, terms and conditions
             that are just, reasonable and nondiscriminatory" shall mean that
             (i) such terms and conditions are equal in quality to the terms and
             conditions that U S WEST provides to itself, or, (ii) where it is
             technically infeasible to provide such terms and conditions to
             AT&T, such terms and conditions are offered equally to all
             requesting carriers

      1.2.3  U S WEST shall not offer to AT&T provisioning of or access to
             unbundled Network Elements that is not equal in quality to what U S
             WEST provides itself. For purposes of this Attachment 3, "equal in
             quality" shall mean, among other things, equal to the timeliness,
             responsiveness, accuracy and integrity of the provisioning of or
             access to the Network Element U S WEST provides itself.

      General Terms

             1.2.1   U S WEST agrees to make available the following unbundled
                     Network Elements which are addressed in more detail in the
                     following sections of this Attachment: (a) local loop, (b)
                     local and tandem switches (including all vertical switching
                     features provided by such switches), (c) interoffice
                     transmission facilities, (d) network interface devices, (e)
                     signaling and call-related database facilities, (f)
                     operations support systems functions, and (g) operator and
                     directory assistance facilities./2/

___________________________
/1/ Per Order 27236 at 8. Subsection 1.2.1 - 1.2.3 per Sixth Order at p. 3.
/2/ Per First Order at 9.
<PAGE>

                                                                    Attachment 3


             1.2.2   U S WEST shall offer each Network Element individually and
                     in Combinations that are ordinarily combined - in U S
                     WEST's network with any other Network Element or Network
                     Elements in order to permit AT&T to combine such Network
                     Element or Network Elements obtained from U S WEST or with
                     network components provided by itself or by third parties
                     to provide Telecommunications Services to its subscribers.
                     AT&T may purchase unbundled Network Elements individually
                     or in Combinations that are ordinarily combined, without
                     restrictions as to how those elements may be rebundled./3/

2.    Unbundled Network Elements

      2.1    U S WEST shall offer Network Elements to AT&T on an unbundled basis
             on rates, terms and conditions that are just, reasonable, and non-
             discriminatory in accordance with the terms and conditions of this
             Agreement.

      2.2    U S WEST shall permit AT&T to connect AT&T's facilities or
             facilities provided to AT&T by third parties with each of U S
             WEST's unbundled Network Elements at any technically feasible point
             designated by AT&T.

      2.3    AT&T may use one or more Network Elements to provide any feature,
             function, capability, or service option such Network Element(s) is
             capable of providing or any feature, function, capability, or
             service option described in the technical references identified
             herein, or as may otherwise be determined by AT&T.

             2.3.1   AT&T may, at its option, designate any technically feasible
                     method of access to unbundled Network Elements, including
                     access methods currently or previously in use by U S WEST.

      2.4    Intentionally deleted for numbering consistency.

      2.5    For each Network Element, U S WEST shall provide a demarcation
             point (e.g., at a Digital Signal Cross Connect, DCS, Light Guide
             Cross Connect panel or a Main Distribution Frame) and, if
             necessary, access to the AT&T side of such demarcation point, which
             AT&T agrees is suitable. Where U S WEST provides combined Network
             Elements at AT&T's direction, however, no demarcation point shall
             exist between such contiguous Network Elements./4/

      2.6    [Intentionally left blank for numbering consistency]

      2.7    This Attachment describes the initial set of Network Elements which
             AT&T and U S WEST have identified as of the Effective Date of this
             Agreement:

             .   Loop
             .   Network Interface Device

______________________________
/3/ Per First Order at 9; Per Third Order at 9-10
/4/ Per Order 27236 at 8.
<PAGE>

                                                                    Attachment 3


             .   Distribution   (subject to the BFR)
             .   Local Switching
             .   Operator Systems
             .   Shared Transport
             .   Common Transport
             .   Dedicated Transport
             .   Signaling Link Transport
             .   Signaling Transfer Points
             .   Service Control Points/Databases
             .   Tandem Switching
             .   911
             .   Directory Assistance

      2.8    AT&T and U S WEST agree that the Network Elements identified in
             this Attachment are not all of the possible Network Elements.

      2.9    AT&T may identify additional or revised Network Elements as
             necessary to provide Telecommunications Services to its
             subscribers, to improve network or service efficiencies or to
             accommodate changing technologies, customer demand, or other
             requirements.

             2.9.1   AT&T will request such Network Elements in accordance with
                     the Bona Fide Request process described in Part A of this
                     Agreement. Additionally, if U S WEST provides any Network
                     Element that is not identified in this Agreement to itself,
                     to its own subscribers, to a U S WEST Affiliate or to any
                     other Person, U S WEST shall make available the same
                     Network Element to AT&T on terms and conditions no less
                     favorable to AT&T than those provided to itself or to any
                     other party.

3.    Standards for Network Elements

      3.1    Each Network Element shall be furnished at a service level equal to
             or better than the requirements set forth in the technical
             references identified herein for each such Network Element, as well
             as any performance or other requirements, identified in this
             Attachment, subject to Sections 1.3.1 and 1.3.2 of Part A of this
             Agreement.

      3.2    If one or more of the requirements set forth in this Agreement are
             in conflict, the Parties agree to resolve such conflict in
             accordance with the dispute resolution provisions of Part A of this
             Agreement.

             3.2.1   U S WEST shall provide to AT&T, upon request, engineering,
                     design, performance and other network data sufficient for
                     AT&T to determine that the requirements of this Section 3
                     are being met. In the event such data indicates that the
                     requirements set forth herein are not being met, U S WEST
                     shall, within ten (10) days, cure any design, performance
                     or other deficiency and provide new data sufficient for
                     AT&T to determine that such deficiencies have been cured.

             3.2.2   U S WEST agrees to work cooperatively with AT&T to provide
                     Network Elements that will meet AT&T's needs in providing
                     Telecommunications Services to its subscribers.
<PAGE>

                                                                    Attachment 3


      3.3    Unless otherwise requested by AT&T, each Network Element or any
             Combination thereof and the connections between Network Elements
             provided by U S WEST to AT&T shall be made available to AT&T at any
             technically feasible point, that is equal to or better than the
             manner in which U S WEST provides such Network Elements,
             Combinations and connections to itself, its own subscribers, to a
             U S WEST Affiliate or to any other Person./5/

4.    Description of Unbundled Elements

      4.1    Tandem Switching

             U S WEST will provide a tandem switching element ("Tandem
             Switching") on an unbundled basis. The tandem switch element
             includes the facilities connecting the trunk distribution frames to
             the switch, and all the functions of the switch itself, including
             those facilities that establish a temporary transmission path
             between two (2) other switches. The definition of the tandem
             switching element also includes the functions centralized in
             tandems rather than in separate end office switches, such as call
             recording, the routing of calls to Operator Services, and signaling
             conversion functions.

             4.1.1   Definition:
                     Tandem Switching is the function that establishes a
                     communications path between two (2) switching offices
                     through a third switching office (the tandem switch)
                     including, but not limited to, those of AT&T, U S WEST,
                     independent telephone companies (ICOs), IXCs and wireless
                     carriers.

      4.2    Technical Requirements

             4.2.1   Tandem Switching provided by U S WEST to AT&T shall have
                     the same capabilities or equivalent capabilities as those
                     described in Bell Communications Research TR-TSY-000540
                     Issue 2R2, Tandem Supplement, June 1, 1990. The
                     requirements for Tandem Switching include, but are not
                     limited to, the following:

                     4.2.1.1  Tandem Switching shall provide signaling to
                              establish a tandem connection;

                     4.2.1.2  Tandem Switching shall provide screening (digit
                              analysis) and routing as designated by AT&T;

                     4.2.1.3  Where technically feasible, Tandem Switching shall
                              provide recording of all billable events
                              designated by AT&T;

                     4.2.1.4  Tandem Switching shall allow passing of Advanced
                              Intelligent Network triggers supporting AIN
                              features;

                     4.2.1.5  Tandem Switching shall provide connectivity to
                              Operator Systems as designated by AT&T;

____________________________
/5/ Per Order 27236 at 8.
<PAGE>

                                                                    Attachment 3


                     4.2.1.6  Tandem Switching shall provide access to toll free
                              number portability database where AT&T sends such
                              traffic to a tandem;

                     4.2.1.7  Tandem Switching shall allow the passing of all
                              functions associated with traffic for all trunk
                              interconnection discussed under the "Network
                              Interconnection" section of this Agreement (e.g.,
                              SS7, MF, DTMF, Dial Pulse, PRI-ISDN, DID, and
                              CAMA-ANI (if appropriate for 911));

                     4.2.1.8  Tandem Switching shall provide connectivity to
                              PSAPs where 911 solutions are deployed and the
                              tandem is used for 911; and

                     4.2.1.9  Tandem Switching shall provide connectivity to
                              Transit Traffic to and from other carriers.

            4.2.2    Tandem Switching shall accept connections (including the
                     necessary signaling and trunking interconnections) between
                     end offices, other tandems, IXCs, ICOs, CAPs and CLEC
                     switches.

            4.2.3    Tandem Switching shall provide local tandeming
                     functionality between two (2) end offices, including two
                     (2) offices belonging to different CLECs (e.g., between an
                     AT&T end office and the end office of another CLEC).

            4.2.4    Tandem Switching shall preserve CLASS/LASS features and
                     Caller ID as traffic is processed. Additional signaling
                     information and requirements are provided in Section 15 of
                     this Attachment.

            4.2.5    Tandem Switching shall record billable events and send them
                     to the area billing centers designated by AT&T. Billing
                     requirements are specified in Attachment 5 of this
                     Agreement.

            4.2.6    U S WEST shall perform routine testing and fault isolation
                     on the underlying switch providing Tandem Switching and all
                     its Interconnections. When requested by AT&T, the results
                     and reports of the testing shall be made immediately
                     available to AT&T.

            4.2.7    When requested by AT&T, U S WEST shall provide to AT&T for
                     review performance data regarding traffic characteristics
                     or other measurable elements with respect to AT&T traffic.

            4.2.8    Tandem Switching shall control congestion using
                     capabilities such as Automatic Congestion Control and
                     Network Routing Overflow. Congestion control provided or
                     imposed on AT&T traffic shall be at parity with controls
                     being provided or imposed on U S WEST traffic (e.g., U S
                     WEST shall not block AT&T traffic and leave its own traffic
                     unaffected or less affected).

            4.2.9    Tandem Switching shall route calls to U S WEST or AT&T
                     endpoints or platforms (e.g., Operator Services and PSAPs)
                     on a per call basis as designated by AT&T. Detailed primary
                     and overflow routing plans for all interfaces available
                     within the U S WEST switching network shall be mutually
                     agreed to by AT&T and U S WEST.
<PAGE>

                     Such plans shall meet AT&T requirements for routing calls
                     through the local network.

            4.2.10   Tandem Switching shall process originating toll free
                     traffic received from an AT&T local switch.

            4.2.11   In support of AIN triggers and features, Tandem Switching
                     shall provide SSP capabilities when these capabilities are
                     not available from the Local Switching Network Element.

            4.2.12   The Local Switching and Tandem Switching functions may be
                     combined in an office. If this is done, both Local
                     Switching and Tandem Switching shall provide all of the
                     functionality required of each of those Network Elements in
                     this Agreement.

      4.3   Interface Requirements

            4.3.1    Tandem Switching shall provide interconnection to the E911
                     PSAP where the underlying Tandem is acting as the E911
                     Tandem.

            4.3.2    Tandem Switching shall interconnect, with direct trunks, to
                     all carriers with which U S WEST interconnects.

            4.3.3    U S WEST shall provide all signaling necessary to provide
                     Tandem Switching with no loss of feature functionality.

            4.3.4    For applicable call types, Tandem Switching shall
                     interconnect with AT&T's switch, using two-way trunks, for
                     traffic that is transiting via the U S WEST network to
                     interLATA or intraLATA carriers. At AT&T's request, Tandem
                     Switching shall record and keep records of traffic for
                     billing.

            4.3.5    At AT&T's request, Tandem Switching shall provide overflow
                     routing of traffic from a given trunk group or groups onto
                     another trunk group or groups according to the methodology
                     employed by U S WEST as designated by AT&T.

      4.4   Tandem Switching shall meet or exceed each of the requirements for
            Tandem Switching set forth in the following technical references:

            4.4.1    Bell Communications Research TR-TSY-000540 Issue 2R2,
                     Tandem Supplement, June 1, 1990;

            4.4.2    GR-905-CORE covering CCSNIS;

            4.4.3    GR-1429-CORE for call management features; and

            4.4.4    GR-2863-CORE and GR-2902-CORE for CCS AIN interconnection.

5.    Shared Transport/6/

___________________________
/6/ Per Third Order at 10-12; Per order 27236 at 8-10.
<PAGE>

                                                                    Attachment 3


     5.1   U S WEST will provide unbundled access to U S WEST transmission
           facilities between end offices, end offices and the tandem switch,
           and the tandem switch and end offices for completing local calls.
           Such transmission facilities would be shared with U S WEST and, as
           applicable, with other CLECs. Transport routing shall be on an
           identical basis as routing is performed by U S WEST, providing the
           same efficiencies that U S WEST employs for itself. Costs will be
           allocated appropriately based upon the transmission path taken by
           each call. Shared transport shall meet the technical specifications
           as itemized below for Common Transport.

     5.2   Interim and permanent pricing of shared transport shall be as
           determined pursuant to Section 8.2 of Attachment 1 to this Agreement.

6.   Common Transport

     6.1   Definition

           Common Transport is an interoffice transmission path between U S WEST
           Network Elements shared by carriers. Where U S WEST Network Elements
           are connected by intra-office wiring, such wiring is provided as a
           part of the Network Elements and is not Common Transport. U S WEST
           shall offer Common Transport as of the Effective Date of this
           Agreement, at DS-0, DS-1, DS-3, STS-1 or higher transmission bit rate
           circuits. Common Transport consists of U S WEST inter-office
           transport facilities and is distinct and separate from local
           switching.

     6.2   Technical Requirements

           6.2.1   U S WEST shall be responsible for the engineering,
                   provisioning, and maintenance of the underlying equipment and
                   facilities used to provide Common Transport.

           6.2.2   In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
                   Agreement, at a minimum, Common Transport shall meet all of
                   the requirements set forth in the following technical
                   references, as applicable for the transport technology being
                   used:

                   6.2.2.1  ANSI T1.101-1994, American National Standard for
                            Telecommunications-Synchronization Interface
                            Standard Performance and Availability;

                   6.2.2.2  ANSI T1.102-1993, American National Standard for
                            Telecommunications - Digital Hierarchy - Electrical
                            Interfaces;

                   6.2.2.3  ANSI T1.102.01-199x, American National Standard for
                            Telecommunications - Digital Hierarchy - VT1.5;

                   6.2.2.4  ANSI T1.105-1995, American National Standard for
                            Telecommunications -Synchronous Optical Network
                            (SONET) - Basic Description including Multiplex
                            Structure, Rates and Formats;
<PAGE>

                                                                    Attachment 3


                   6.2.2.5   ANSI T1.105.01-1995, American National Standard for
                             Telecommunications - Synchronous Optical Network
                             (SONET) Automatic Protection Switching;

                   6.2.2.6   ANSI T1.105.02-1995, American National Standard for
                             Telecommunications - Synchronous Optical Network
                             (SONET) - Payload Mappings;

                   6.2.2.7   ANSI T1.105.03-1994, American National Standard for
                             Telecommunications -Synchronous Optical Network
                             (SONET) -Jitter at Network Interfaces;

                   6.2.2.8   ANSI T1.105.03a-1995, American National Standard
                             for Telecommunications -Synchronous Optical Network
                             (SONET) - Jitter at Network Interfaces - DS-1
                             Supplement;

                   6.2.2.9   ANSI T1.105.05-1994, American National Standard for
                             Telecommunications -Synchronous Optical Network
                             (SONET) -Tandem Connection;

                   6.2.2.10  ANSI T1.105.06-199x, American National Standard for
                             Telecommunications -Synchronous Optical Network
                             (SONET) -Physical Layer Specifications;

                   6.2.2.11  ANSI  T1.105.07-199x, American National Standard
                             for Telecommunications -Synchronous Optical Network
                             (SONET) - Sub STS-1 Interface Rates and Formats;

                   6.2.2.12  ANSI  T1.105.09-199x, American National Standard
                             for Telecommunications - Synchronous Optical
                             Network (SONET) -Network Element Timing and
                             Synchronization;

                   6.2.2.13  ANSI  T1.106-1988, American National Standard for
                             Telecommunications - Digital Hierarchy - Optical
                             Interface Specifications (Single Mode);

                   6.2.2.14  ANSI  T1.107-1988, American National Standard for
                             Telecommunications - Digital Hierarchy - Formats
                             Specifications;

                   6.2.2.15  ANSI  T1.107a-1990, American National Standard for
                             Telecommunications - Digital Hierarchy - Supplement
                             to Formats Specifications (DS3 Format
                             Applications);

                   6.2.2.16  ANSI  T1.107b-1991, American National Standard for
                             Telecommunications - Digital Hierarchy - Supplement
                             to Formats Specifications;

                   6.2.2.17  ANSI  T1.117-1991, American National Standard for
                             Telecommunications - Digital Hierarchy - Optical
                             Interface Specifications (SONET) (Single Mode -
                             Short Reach);
<PAGE>

                                                                    Attachment 3


                   6.2.2.18  ANSI T1.403-1989, Carrier to Subscriber
                             Installation, DS-1 Metallic Interface
                             Specification;

                   6.2.2.19  ANSI  T1.404-1994, Network-to-Subscriber
                             Installation - DS-3 Metallic Interface
                             Specification;

                   6.2.2.20  ITU   Recommendation G.707, Network node interface
                             for the synchronous digital hierarchy (SDH);

                   6.2.2.21  ITU   Recommendation G.704, Synchronous frame
                             structures used at 1544, 6312, 2048, 8488 and 44736
                             kbit/s hierarchical levels;

                   6.2.2.22  Bellcore  FR-440 and TR-NWT-000499, Transport
                             Systems Generic Requirements (TSGR): Common
                             Requirements;

                   6.2.2.23  Bellcore  GR-820-CORE, Generic Transmission
                             Surveillance: DS-1 & DS-3 Performance;

                   6.2.2.24  Bellcore  GR-253-CORE, Synchronous Optical Network
                             Systems (SONET); Common Generic Criteria;

                   6.2.2.25  Bellcore  TR-NWT 000507, Transmission, Section 7,
                             Issue 5 (Bellcore, December 1993) (A module of
                             LSSGR, FR-NWT-000064.);

                   6.2.2.26  Bellcore  TR-NWT-000776, Network Interface
                             Description for ISDN Subscriber Access;

                   6.2.2.27  Bellcore  TR-INS-000342, High-Capacity Digital
                             Special Access Service-Transmission Parameter
                             Limits and Interface Combinations, Issue 1,
                             February 1991;

                   6.2.2.28  Bellcore  ST-TEC-000052, Telecommunications
                             Transmission Engineering Textbook, Volume 2:
                             Facilities, Third Edition, Issue 1, May 1989;and

                   6.2.2.29  Bellcore  ST-TEC-000051, Telecommunications
                             Transmission Engineering Textbook Volume 1:
                             Principles, Third Edition, Issue 1, August 1989.

7.   Dedicated Transport

     7.1   Definition:

           7.1.1   Dedicated Transport is an interoffice transmission path
                   between AT&T designated locations to which AT&T is granted
                   exclusive use. Such locations may include U S WEST central
                   offices or other locations, AT&T network components, other
                   carrier network components, or subscriber premises.

           7.1.2   U S WEST shall offer Dedicated Transport in each of the
                   following manners:
<PAGE>

                                                                    Attachment 3


                   7.1.2.1   as capacity on a shared facility;

                   7.1.2.2.  as a circuit (e.g., DS-1, DS-3, STS-1) dedicated to
                             AT&T; and

                   7.1.2.3   as a system (i.e., the equipment and facilities
                             used to provide Dedicated Transport such as SONET
                             ring) dedicated to AT&T.

           7.1.3   When Dedicated Transport is provided as a circuit or as
                   capacity on a shared facility, it shall include, as
                   appropriate:

                   7.1.3.1   multiplexing functionality;

                   7.1.3.2   grooming functionality; and,

                   7.1.3.3   redundant equipment and facilities necessary to
                             support protection and restoration.

          7.1.4    When Dedicated Transport is provided as a system, it shall
                   include:

                   7.1.4.1   transmission equipment such as multiplexers, line
                             terminating equipment, amplifiers, and
                             regenerators;

                   7.1.4.2   inter-office transmission facilities such as
                             optical fiber, copper twisted pair, and coaxial
                             cable;

                   7.1.4.3   redundant equipment and facilities necessary to
                             support protection and restoration; and

                   7.1.4.4   access to the Digital Cross-Connect System ("DCS")
                             functionality as an option in the same manner
                             provided to IXCs that purchase transport services.
                             DCS is described below in Section 7.5 of this
                             Attachment.

     7.2   Technical Requirements

           This Section sets forth technical requirements for all Dedicated
Transport.

           7.2.1    When U S WEST provides Dedicated Transport as a circuit or a
                    system, the entire designated transmission circuit or system
                    (e.g., DS-1, DS-3, STS-1) shall be dedicated to AT&T
                    designated traffic.

           7.2.2    U S WEST shall offer Dedicated Transport using currently
                    available technologies including, but not limited to, DS-1
                    and DS-3 transport systems, SONET Bi-directional Line
                    Switched Rings, SONET Unidirectional Path Switched Rings,
                    and SONET point-to-point transport systems (including linear
                    add-drop systems), at all available transmission bit rates.

           7.2.3    When requested by AT&T, Dedicated Transport shall provide
                    physical diversity. Physical diversity means that two (2)
                    circuits are provisioned in such a way that no single
                    failure of facilities or equipment will cause a failure on
                    both circuits.
<PAGE>

                                                                    Attachment 3


           7.2.4    When physical diversity is requested by AT&T, U S WEST shall
                    provide the maximum feasible physical separation between
                    transmission paths for all facilities and equipment unless
                    otherwise agreed to by AT&T.

           7.2.5    Upon AT&T's written request and where available in the U S
                    WEST network, U S WEST shall provide real time and
                    continuous remote access to performance monitoring and alarm
                    data affecting, or potentially affecting, AT&T's traffic.

           7.2.6    U S WEST shall offer the following interface transmission
                    rates for Dedicated Transport:

                    7.2.6.1  DS-1  (Extended SuperFrame - ESF/B8ZS, D4, and
                             unframed applications shall be provided, except for
                             those local/EAS tandems as designated by U S WEST);

                    7.2.6.2  DS-3  (C-bit Parity, M13, and unframed applications
                             shall be provided);

                    7.2.6.3  SONET standard interface rates in accordance with
                             ANSI T1.105 and ANSI T1.105.07 and physical
                             interfaces per ANSI T1.106.06, including referenced
                             interfaces. In particular, VT1.5 based STS-1s will
                             be the interface at an AT&T service node; and

                    7.2.6.4  where available, SONET standard interface rates in
                             accordance with International Telecommunications
                             Union ("ITU") Recommendation G.707 and
                             Plesiochronous Digital Hierarchy (PDH) rates per
                             ITU Recommendation G.704.

           7.2.7    U S WEST shall provide intraoffice wiring up to a suitable
                    Point of Termination ("POT") between Dedicated Transport and
                    AT&T designated equipment. U S WEST shall provide the
                    following equipment for the physical POT:

                    7.2.7.1  DSX1 or DCS for DS-1s or VT1.5s;

                    7.2.7.2  DSX3 or DCS for DS-3s or STS-1s; and

                    7.2.7.3  Light guide cross-connect for optical signals
                             (e.g., OC-3 and OC-12).

           7.2.8    For Dedicated Transport provided as a system, U S WEST shall
                    design the system including, but not limited to, facility
                    routing and termination points, according to AT&T
                    specifications.

           7.2.9    Upon AT&T's request and where available, U S WEST shall
                    provide AT&T with electronic provisioning control, of AT&T
                    specified Dedicated Transport via Command-A-Link or
                    equivalent interface in the same manner as is provided to
                    IXCs.

           7.2.10   U S WEST shall offer Dedicated Transport together with
                    and separately from DCS.
<PAGE>

                                                                    Attachment 3


      7.3  Technical Requirements for Dedicated Transport Using SONET
           Technology.

           This Section sets forth additional technical requirements for
           Dedicated Transport using SONET technology including rings, point-to-
           point systems, and linear add-drop systems.

           7.3.1  All SONET Dedicated Transport provided as a system shall:

                  7.3.1.1  be synchronized with a primary Stratum 1 level timing
                           source;

                  7.3.1.2  provide SONET standard interfaces as available in the
                           U S WEST network and consistent with generally
                           accepted industry standards which properly interwork
                           with SONET standard equipment from other vendors,
                           including, but not limited to, SONET standard
                           section, line and path performance monitoring,
                           maintenance signals, alarms, and data channels;

                  7.3.1.3  provide Data Communications Channel ("DCC") or
                           equivalent connectivity through the SONET transport
                           system. Dedicated Transport provided over a SONET
                           transport system shall be capable of routing DCC
                           messages between AT&T and SONET network components
                           connected to the Dedicated Transport. For example, if
                           AT&T leases a SONET ring from U S WEST, that ring
                           shall support DCC message routing between AT&T and
                           SONET network components connected to the ring; and

                  7.3.1.4  support the following performance requirements for
                           each circuit (STS-1, DS-1, DS-3, etc.):

                           7.3.1.4.1  no more than ten (10) Errored Seconds Per
                           Day (Errored Seconds are defined in the technical
                           reference at Section 7.4.5); and

                           7.3.1.4.2  no more than one (1) Severely Errored
                           Second Per Day (Severely Errored Seconds are defined
                           in the technical reference at Section 7.4.5).

           7.3.2  SONET rings shall:
                  7.3.2.1    be provisioned on physically diverse fiber optic
                             cables (including separate building entrances where
                             available). "Diversely routed" shall be interpreted
                             as the maximum feasible physical separation between
                             transmission paths, unless otherwise agreed to by
                             AT&T;

                  7.3.2.2    support dual ring interworking per SONET Standards
                             where available in the U S WEST network;

                  7.3.2.3    provide the necessary redundancy in optics,
                             electronics, and transmission paths such that no
                             single failure will cause a service interruption;

                  7.3.2.4    where available, provide the ability to disable
                             ring protection switching at AT&T's direction
                             (selective protection lock-out). This requirement
                             applies to line switched rings only;
<PAGE>

                                                                    Attachment 3


                  7.3.2.5    where available, provide the ability to use the
                             protection channels to carry extra traffic. This
                             requirement applies to line switched rings only;

                  7.3.2.6    provide 50 millisecond restoration as defined in
                             SONET standards;

                  7.3.2.7    where available, have settable ring protection
                             switching thresholds that shall be set in
                             accordance with AT&T's specifications;

                  7.3.2.8    where available, provide revertive protection
                             switching with a settable wait to restore delay
                             with a default setting of five (5) minutes. This
                             requirement applies to line switched rings only;

                  7.3.2.9    provide non-revertive protection switching. This
                             requirement applies to path switched rings only;
                             and

                  7.3.2.10   adhere to the following availability requirements,
                             where availability is defined in the technical
                             reference set forth in Section 7.4.5:

                             7.3.2.10.1  no more than 0.25 minutes of
                                         unavailability per month; and

                             7.3.2.10.2  no more than 0.5 minutes of
                                         unavailability per year.

      7.4  In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
           Agreement, at a minimum, Dedicated Transport shall meet each of the
           requirements set forth in Section 7.2.3 of this Attachment and in the
           following technical references:

           7.4.1   ANSI T1.105.04-1995, American National Standard for
                   Telecommunications - Synchronous Optical Network (SONET) -
                   Data Communication Channel Protocols and Architectures;

           7.4.2   ANSI T1.119-1994, American National Standard for
                   Telecommunications - Synchronous Optical Network (SONET) -
                   Operations, Administration, Maintenance, and Provisioning
                   (OAM&P) Communications;

           7.4.3   ANSI T1.119.01-1995, American National Standard for
                   Telecommunications - Synchronous Optical Network (SONET)
                   Operations, Administration, Maintenance, and Provisioning
                   (OAM&P) Communications Protection Switching Fragment;

           7.4.4   ANSI T1.119.02-199x, American National Standard for
                   Telecommunications - Synchronous Optical Network (SONET)
                   Operations, Administration, Maintenance, and Provisioning
                   (OAM&P) Communications Performance Monitoring Fragment; and

           7.4.5   ANSI T1.231-1993 -American National Standard for
                   Telecommunications - Digital Hierarchy - Layer 1 In-Service
                   Digital Transmission Performance Monitoring.

      7.5  Digital Cross-Connect System

           7.5.1    Definition
<PAGE>

                                                                    Attachment 3


           7.5.1.1  Digital Cross-Connect System ("DCS") is a function which
                    provides automated cross connection of Digital Signal level
                    0 (DS-0) or higher transmission bit rate digital channels
                    within physical interface facilities. Types of DCSs include,
                    but are not limited to, DCS 1/0s, DCS 3/1s, and DCS 3/3s,
                    where the nomenclature 1/0 denotes interfaces typically at
                    the DS-1 rate or greater with cross-connection typically at
                    the DS-0 rate. This same nomenclature, at the appropriate
                    rate substitution, extends to the other types of DCSs
                    specifically cited as 3/1 and 3/3. Types of DCSs that cross-
                    connect Synchronous Transport Signal level 1 (STS-1) or
                    other Synchronous Optical Network (SONET) signals (e.g.,
                    STS-3) are also DCSs, although not denoted by this same type
                    of nomenclature. DCS may provide the functionality of more
                    than one of the aforementioned DCS types (e.g., DCS 3/3/1
                    which combines functionality of DCS 3/3 and DCS 3/1). For
                    such DCSs, the requirements will be, at least, the
                    aggregation of requirements on the "component" DCSs.

           7.5.1.2  In locations where automated cross connection capability
                    does not exist, a Digital Signal Cross-Connect ("DSX") or
                    light guide cross-connect patch panels and D4 channel banks
                    or other DS-0 and above multiplexing equipment used to
                    provide the function of a manual cross connection will be
                    made available.

           7.5.1.3  Interconnection between a DSX or light guide cross-connect,
                    to a switch, another cross-connect, or other service
                    platform device, is included as part of DCS.

7.6   DCS Technical Requirements

      7.6.1   DCS shall provide completed end-to-end cross connection of the
              channels designated by AT&T.

      7.6.2   DCS shall perform facility grooming, multipoint bridging, one-way
              broadcast, two-way broadcast, and facility test functions, where
              technically feasible.

      7.6.3   DCS shall provide multiplexing, format conversion, signaling
              conversion, or other functions, where technically feasible.

      7.6.4   The end-to-end cross connection shall be input to the underlying
              device used to provide DCS from an operator at a terminal or via
              an intermediate system. The cross connection assignment shall
              remain in effect whether or not the circuit is in use.

      7.6.5   U S WEST shall administer and maintain DCS.

      7.6.6   Where available, U S WEST shall provide various types of DCSs,
              including:

              7.6.6.1    DS-0 cross-connects (typically termed DCS 1/0);

              7.6.6.2    DS1/VT1.5 (Virtual Tributaries at the 1.5Mbps rate)
                         cross-connects (typically termed DCS 3/1);

              7.6.6.3    DS-3 cross-connects (typically termed DCS 3/3);
<PAGE>

                                                                    Attachment 3


                   7.6.6.4   STS-1 cross-connects; and

                   7.6.6.5   other technically feasible cross-connects
                             designated by AT&T.

          7.6.7    U S WEST shall provide immediate and continuous configuration
                   and reconfiguration of the channels between the physical
                   interfaces (i.e., U S WEST shall establish the processes to
                   implement cross connects on demand), where available, based
                   on engineering forecasts.

          7.6.8    U S WEST shall provide scheduled configuration and
                   reconfiguration of the channels between the physical
                   interfaces (i.e., U S WEST shall establish the processes to
                   implement cross connects on the schedule designated by AT&T)
                   or, at AT&T's option, permit AT&T to control such
                   configurations and reconfigurations, where available, based
                   on engineering forecasts.

          7.6.9    DCS shall continuously monitor protected circuit packs
                   and redundant common equipment.

          7.6.10   DCS shall automatically switch to a protection circuit pack
                   on detection of a failure or degradation of normal operation.

          7.6.11   DCS equipment shall be equipped with a redundant power supply
                   or a battery back-up.

          7.6.12   U S WEST shall have available and utilize spare maintenance
                   facilities and equipment necessary for provisioning repairs.

          7.6.13   At AT&T's option, U S WEST shall provide, where available,
                   AT&T with real time performance monitoring and alarm data on
                   the signals and the components of the underlying equipment
                   used to provide DCS that actually impact or might impact
                   AT&T's services. For example, this may include hardware alarm
                   data and facility alarm data on a DS-3 in which an AT&T DS-1
                   is traversing.

          7.6.14   At AT&T's option, U S WEST shall provide AT&T with real time
                   ability to initiate tests on integrated equipment used to
                   test the signals and the underlying equipment used to provide
                   DCS, as well as other integrated functionality for routine
                   testing and fault isolation where available.

          7.6.15   Where available, DCS shall provide SONET to asynchronous
                   gateway functionality (e.g., STS-1 to DS-1 or STS-1 to DS-3).

          7.6.16   Where available, DCS shall perform optical to electrical
                   conversion where the underlying equipment used to provide DCS
                   contains optical interfaces or terminations (e.g., Optical
                   Carrier level 3, i.e., OC-3, interfaces on a DCS 3/1).

          7.6.17   Where available, DCS shall have SONET ring terminal
                   functionality where the underlying equipment used to provide
                   DCS acts as a terminal on a SONET ring.
<PAGE>

                                                                    Attachment 3


          7.6.18   DCS shall provide multipoint bridging of multiple channels to
                   other DCSs. AT&T may designate multipoint bridging to be one-
                   way broadcast from a single master to multiple tributaries,
                   or two-way broadcast between a single master and multiple
                   tributaries.

          7.6.19   DCS shall multiplex lower speed channels onto a higher speed
                   interface and demultiplex higher speed channels onto lower
                   speed interfaces as designated by AT&T.

     7.7  DCS Interface Requirements

          7.7.1    U S WEST shall provide physical interfaces on DS-0, DS-1, and
                   VT1.5 channel cross-connect devices at the DS-1 rate or
                   higher. In all such cases, these interfaces shall be in
                   compliance with applicable Bellcore, ANSI, ITU, and AT&T
                   standards.

          7.7.2    U S WEST shall provide physical interfaces on DS-3 channel
                   cross-connect devices at the DS-3 rate or higher. In all such
                   cases, these interfaces shall be in compliance with
                   applicable Bellcore, ANSI, ITU, and AT&T standards.

          7.7.3    U S WEST shall provide physical interfaces on STS-1 cross-
                   connect devices at the OC-3 rate or higher. In all such
                   cases, these interfaces shall be in compliance with
                   applicable Bellcore, ANSI, ITU, and AT&T standards.

          7.7.4    Interfaces on all other cross-connect devices shall be in
                   compliance with applicable Bellcore, ANSI, ITU, and AT&T
                   standards.

     7.8  In accordance with Sections 1.3.1 and 1.3.2 of Part A of this
          Agreement, DCS shall, at a minimum, meet all the requirements set
          forth in the following technical references:

          7.8.1    ANSI T1.102-1993, American National Standard for
                   Telecommunications - Digital Hierarchy - Electrical
                   Interfaces;

          7.8.2    ANSI T1.102.01-199x, American National Standard for
                   Telecommunications - Digital Hierarchy - VT1.5;

          7.8.3    ANSI T1.105-1995, American National Standard for
                   Telecommunications - Synchronous Optical Network (SONET) -
                   Basic Description including Multiplex Structure, Rates and
                   Formats;

          7.8.4    ANSI T1.105.03-1994, American National Standard for
                   Telecommunications - Synchronous Optical Network (SONET) -
                   Jitter at Network Interfaces;

          7.8.5    ANSI T1.105.03a-1995, American National Standard for
                   Telecommunications - Synchronous Optical Network (SONET):
                   Jitter at Network Interfaces - DS-1 Supplement;

          7.8.6    ANSI T1.105.06-199x, American National Standard for
                   Telecommunications - Synchronous Optical Network (SONET) -
                   Physical Layer Specifications;
<PAGE>

                                                                    Attachment 3

           7.8.7    ANSI T1.106-1988, American National Standard for
                    Telecommunications - Digital Hierarchy - Optical Interface
                    Specifications (Single Mode);

           7.8.8    ANSI T1.107-1988, American National Standard for
                    Telecommunications - Digital Hierarchy - Formats
                    Specifications;

           7.8.9    ANSI T1.107a-1990, American National Standard for
                    Telecommunications - Digital Hierarchy - Supplement to
                    Formats Specifications (DS-3 Format Applications);

           7.8.10   ANSI T1.107b-1991, American National Standard for
                    Telecommunications - Digital Hierarchy - Supplement to
                    Formats Specifications;

           7.8.11   ANSI T1.117-1991, American National Standard for
                    Telecommunications - Digital Hierarchy - Optical Interface
                    Specifications (SONET) (Single Mode - Short Reach);

           7.8.12   ANSI T1.403-1989, Carrier to Subscriber Installation, DS-1
                    Metallic Interface Specification;

           7.8.13   ANSI T1.404-1994, Network-to-Subscriber Installation- DS-3
                    Metallic Interface Specification;

           7.8.14   ITU Recommendation G.707, Network node interface for the
                    synchronous digital hierarchy (SDH);

           7.8.15   ITU Recommendation G.704, Synchronous frame structures used
                    at 1544, 6312, 2048, 8488 and 44736 kbit/s hierarchical
                    levels;

           7.8.16   FR-440 and TR-NWT-000499, Transport Systems Generic
                    Requirements (TSGR): Common Requirements;

           7.8.17   GR-820-CORE, Generic Transmission Surveillance: DS1 & DS3
                    Performance;

           7.8.18   GR-253-CORE, Synchronous Optical Network Systems (SONET):
                    Common Generic Criteria; and

           7.8.19   TR-NWT-000776, Network Interface Description for ISDN
                    Subscriber Access.

8.   Loop

     8.1   Definition

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

                    7.1.1  Loop Concentrator/Multiplexer

                                      17
<PAGE>

                                                                    Attachment 3

                    .  Loop Feeder
                    .  Network Interface Device (NID)
                    .  Distribution

                    8.1.1.1  AT&T may purchase Loop and NID on an unbundled
                             basis. AT&T shall use the Bona Fide Request process
                             set forth in Part A of this Agreement to request
                             unbundling of Loop Concentrator/Multiplexer, Loop
                             Feeder and Distribution./7/

           8.1.2    If U S WEST uses Integrated Digital Loop Carrier ("DLCs")
                    systems to provide the local Loop, U S WEST will make
                    alternate arrangements, equal in quality, to permit AT&T to
                    order a contiguous unbundled local Loop. These arrangements
                    may, at U S WEST's option, include the following: providing
                    AT&T with copper facilities or universal DLC that meet
                    established technical parameters, deploying Virtual Remote
                    Terminals, allowing AT&T to purchase the entire Integrated
                    DLC, or converting integrated DLCs to non-integrated
                    systems.

           8.1.3    U S WEST shall provide the BRI U interface using 2-wire
                    copper loops in accordance with TR-NWT-000393, January 1991,
                    Generic Requirements for ISDN Basic Access Digital
                    Subscriber Lines.

     8.2   Technical Requirements
           Subdivided to each component as detailed below.

     8.3   Interface Requirements
           Subdivided to each component as detailed below.

     8.4   Loop Components

           8.4.1    Loop Concentrator/Multiplexer

               8.4.1.1  Definition:

                        8.4.1.1.1    The Loop Concentrator/Multiplexer is the
                        Network Element that:

                        (a) aggregates lower bit rate or bandwidth signals to
                        higher bit rate or bandwidth signals (multiplexing); (b)
                        disaggregates higher bit rate or bandwidth signals to
                        lower bit rate or bandwidth signals (demultiplexing);
                        (c) aggregates a specified number of signals or channels
                        to fewer channels (concentrating); (d) performs signal
                        conversion, including encoding of signals (e.g., analog
                        to digital and digital to analog signal conversion); and
                        (e) in some instances performs electrical to optical
                        (E/O) conversion.

                        8.4.1.1.2    The Loop Concentrator/Multiplexer
                        function may be provided through a DLC system, channel
                        bank, multiplexer or other equipment at which traffic is
                        encoded and decoded, multiplexed and demultiplexed, or
                        concentrated.

_________________________________
/7/ Per First Order at 8.

                                      18
<PAGE>

                                                                    Attachment 3

               8.4.1.2  Technical Requirements

                        8.4.1.2.1    The Loop Concentrator/Multiplexer shall be
                        capable of performing its functions on the signals for
                        the following services, as needed by AT&T to provide
                        end-to-end service capability to its subscriber,
                        including, but not limited to:

                                     8.4.1.2.1.1   two-wire & four-wire analog
                                                   voice grade loops;

                                     8.4.1.2.1.2   two-wire & four-wire loops
                                                   conditioned to transmit the
                                                   digital signals needed to
                                                   provide digital services;

                                     8.4.1.2.1.3   4-wire digital data (2.4Kbps
                                                   through 64Kbps and "n" times
                                                   64Kbps (where n * 24);

                                     8.4.1.2.1.4   DS-3 rate private lines where
                                                   available; and

                                     8.4.1.2.1.5   Optical SONET rate private
                                                   lines where available.

                        8.4.1.2.2    The Loop Concentrator/Multiplexer shall
                        perform the following functions as appropriate:

                                     8.4.1.2.2.1   analog to digital signal
                                                   conversion of both incoming
                                                   and outgoing (upstream and
                                                   downstream) analog signals;

                                     8.4.1.2.2.2   multiplexing of the
                                                   individual digital signals up
                                                   to higher transmission bit
                                                   rate signals (e.g., DS-0, DS-
                                                   1, DS-3, or optical SONET
                                                   rates) for transport to the U
                                                   S WEST central office through
                                                   the Loop Feeder; and

                                     8.4.1.2.2.3   concentration of end-user
                                                   subscriber signals onto fewer
                                                   channels of a Loop Feeder
                                                   (when available the
                                                   concentration ratio shall be
                                                   as specified from time to
                                                   time by AT&T).

                                     8.4.1.2.2.4   Concentration ratios shall
                                                   not impair analog or digital
                                                   performance.

                        8.4.1.2.3.   AT&T may request U S WEST to provide power
                        for the Loop Concentrator/Multiplexer through a non-
                        interruptible source, if the function is performed in a
                        central office, or from a commercial AC power source
                        with battery backup, if the equipment is located outside
                        a central office. Such power shall also adhere to the
                        requirements stated herein.

* less than

                                      19
<PAGE>

                                                                    Attachment 3

                        8.4.1.2.4    In accordance with Sections 1.3.1 and 1.3.2
                                     of Part A of this Agreement, the Loop
                                     Concentrator/Multiplexer shall be provided
                                     to AT&T in accordance with the following
                                     Technical References:

                                     8.4.1.2.4.1   Bellcore TR-NWT-000057,
                                                   Functional Criteria for
                                                   Digital Loop Carrier Systems,
                                                   Issue 2, January 1993;

                                     8.4.1.2.4.2   Bellcore TR-NWT-000393,
                                                   Generic Requirements for ISDN
                                                   Basic Access Digital
                                                   Subscriber Lines;

                                     8.4.1.2.4.3   T1.106 - 1988, American
                                                   National Standard for
                                                   Telecommunications - Digital
                                                   Hierarchy- Optical Interface
                                                   Specifications (Single Mode);

                                     8.4.1.2.4.4   ANSI T1.105-1995, American
                                                   National Standard for
                                                   Telecommunications -
                                                   Synchronous Optical Network
                                                   (SONET) - Basic Description
                                                   including Multiplex
                                                   Structure, Rates and Formats;

                                     8.4.1.2.4.5   ANSI T1.102-1993, American
                                                   National Standard for
                                                   Telecommunications - Digital
                                                   Hierarchy - Electrical
                                                   Interfaces;

                                     8.4.1.2.4.6   ANSI T1.403-1989, American
                                                   National Standard for
                                                   Telecommunications - Carrier
                                                   to Subscriber Installation,
                                                   DS-1 Metallic Interface
                                                   Specification;

                                     8.4.1.2.4.7   Bellcore GR-253-CORE,
                                                   Synchronous Optical Network
                                                   Systems (SONET), Common
                                                   Generic Criteria;

                                     8.4.1.2.4.8   Bellcore TR-TSY-000008,
                                                   Digital Interface Between the
                                                   SLC 96 Digital Loop Carrier
                                                   System and a Local Digital
                                                   Switch, Issue 2, August 1987;

                                     8.4.1.2.4.9   Bellcore TR-NWT-000303,
                                                   Integrated Digital Loop
                                                   Carrier System Generic
                                                   Requirements, Objectives and
                                                   Interface, Issue 2, December
                                                   1992; Rev. 1, December 1993;
                                                   Supplement 1, December 1993;

                                     8.4.1.2.4.10  Bellcore TR-TSY-000673,
                                                   Operations Systems Interface
                                                   for an IDLC System, (LSSGR)
                                                   FSD 20-02-2100, Issue 1,
                                                   September 1989; and

                                      20
<PAGE>

                                                                    Attachment 3

                                     8.4.1.2.4.11  Bellcore Integrated Digital
                                                   Loop Carrier System Generic
                                                   Requirements, Objectives and
                                                   Interface, GR-303-CORE, Issue
                                                   1, September 1995.

               8.4.1.3  Requirements for an Intelligent Loop
                        Concentrator/Multiplexer:

                   8.4.1.3.1   In addition to the basic functions described
                               above for the Loop Concentrator/Multiplexer, the
                               Intelligent Loop Concentrator/Multiplexer
                               ("IC/M") shall provide facility grooming,
                               facility test functions, format conversion and
                               signaling conversion, as appropriate.

                   8.4.1.3.2   The underlying equipment that provides such IC/M
                               function shall continuously monitor protected
                               circuit packs and redundant common equipment.

                   8.4.1.3.3   The underlying equipment that provides such IC/M
                               function shall automatically switch to a
                               protection circuit pack on detection of a failure
                               or degradation of normal operation.

                   8.4.1.3.4   The underlying equipment that provides such IC/M
                               function shall be equipped with a redundant
                               power supply or a battery back-up.

                   8.4.1.3.5   AT&T may request U S WEST to provide AT&T with
                               real time performance monitoring and alarm data
                               on IC/M elements that may affect AT&T's traffic.
                               This includes IC/M hardware alarm data and
                               facility alarm data on the underlying device that
                               provides such IC/M function.

                   8.4.1.3.6   AT&T may request U S WEST to provide AT&T with
                               real time ability to initiate tests on the
                               underlying device that provides such IC/M
                               function integrated test equipment as well as
                               other integrated functionality for routine
                               testing and fault isolation.

               8.4.1.4  Interface Requirements

                   8.4.1.4.1   The Loop Concentrator/Multiplexer shall meet the
                               following interface requirements, as appropriate
                               for the configuration that AT&T designates:

                   8.4.1.4.2   The Loop Concentrator/Multiplexer shall provide
                               an analog voice frequency copper twisted pair
                               interface at the serving wire center.

                   8.4.1.4.3   The Loop Concentrator/Multiplexer shall provide
                               digital 4-wire electrical interfaces at the
                               serving wire center.

                   8.4.1.4.4   The Loop Concentrator/Multiplexer shall provide
                               optical SONET interfaces at rates of O1.C-3, OC-
                               12, OC-48, and OC-N.

                                      21
<PAGE>

                                                                    Attachment 3

                   8.4.1.4.5   The Loop Concentrator/Multiplexer shall provide
                               the Bellcore TR-303 DS-1 level interface at the
                               serving wire center. Loop Concentrator/
                               Multiplexer shall provide Bellcore TR-08 modes
                               1&2 DS1 interfaces when designated by AT&T.

                   8.4.1.4.6   The Intelligent Loop Concentrator/Multiplexer
                               shall be provided to AT&T in accordance with the
                               Technical References set forth in Sections
                               8.4.1.2.4.8 through 8.4.1.2.4.11, above.

           8.4.2    Loop Feeder

               8.4.2.1  Definition:

                   8.4.2.1.1   The Loop Feeder is the Network Element that
                               provides connectivity between (a) a Feeder
                               Distribution Interface (FDI) associated with Loop
                               Distribution and a termination point appropriate
                               for the media in a central office, or (b) a Loop
                               Concentrator/Multiplexer provided in a remote
                               terminal and a termination point appropriate for
                               the media in a central office.

                   8.4.2.1.2   Pursuant to a Bona Fide Request for unbundled
                               feeder or distribution, U S WEST shall provide
                               AT&T physical access to the FDI and the right to
                               connect the Loop Feeder to the FDI.

                   8.4.2.1.3   Intentionally deleted for numbering consistency.

                   8.4.2.1.4   The physical medium of the Loop Feeder may be
                               copper twisted pair, or single or multi-mode
                               fiber or other technologies as designated by
                               AT&T. In certain cases, AT&T will require a
                               copper twisted pair loop even in instances where
                               the medium of the Loop Feeder for services that U
                               S WEST offers is other than a copper facility.
                               Special construction charges may apply if no
                               copper twisted pair facilities are available.

               8.4.2.2  Requirements for Loop Feeder

                   8.4.2.2.1   The Loop Feeder shall be capable of transmitting
                               analog voice frequency, basic rate ISDN, digital
                               data, or, where available in the network, analog
                               radio frequency signals, as appropriate.

                   8.4.2.2.2   U S WEST shall provide appropriate power for all
                               active elements in the Loop Feeder. U S WEST will
                               provide appropriate power from a central office
                               source, or from a commercial AC source with
                               rectifiers for AC to DC conversion and 8-hour
                               battery back-up when the equipment is located in
                               an outside plant Remote Terminal ("RT").

               8.4.2.3  Additional Requirements for Special Copper Loop Feeder
                        Medium

                        In addition to the requirements set forth above, AT&T
                        may require U S WEST to provide copper twisted pair Loop
                        Feeder unfettered by any intervening

                                      22
<PAGE>

                                                                    Attachment 3

                        equipment (e.g., filters, load coils, and range
                        extenders), so that AT&T can use these Loop Feeders for
                        a variety of services by attaching appropriate terminal
                        equipment at the ends.

               8.4.2.4  Additional Technical Requirements for DS-1 Conditioned
                        Loop Feeder

                        In addition to the requirements set forth above, AT&T
                        may designate that the Loop Feeder be conditioned to
                        transport a DS-1 signal. The requirements for such
                        transport are defined in the references below in Section
                        8.4.2.6.

               8.4.2.5  Additional Technical Requirements for Optical Loop
                        Feeder

                        In addition to the requirements set forth above, AT&T
                        may designate that Loop Feeder will transport DS-3 and
                        OC-n (where "n" is defined in the technical reference in
                        Section 8.4.1.2.4.4). The requirements for such
                        transport are defined in the references below in Section
                        8.4.2.6.

               8.4.2.6  In accordance with Sections 1.3.1 and 1.3.2 of Part A of
                        this Agreement, U S WEST shall offer Loop Feeder in
                        compliance with the requirements set forth in the
                        following Technical References:

                   8.4.2.6.1   Bellcore Technical Requirement TR-NWT-000499,
                               Issue 5, December 1993, section 7 for DS-1
                               interfaces;

                   8.4.2.6.2   Bellcore TR-NWT-000057, Functional Criteria for
                               Digital Loop Carrier Systems, Issue 2, January
                               1993;

                   8.4.2.6.3   Bellcore TR-NWT-000393, Generic Requirements for
                               ISDN Basic Access Digital Subscriber Lines;

                   8.4.2.6.4   ANSI T1.106-1988, American National Standard for
                               Telecommunications -Digital Hierarchy - Optical
                               Interface Specifications (Single Mode);

                   8.4.2.6.5   ANSI T1.105-1995, American National Standard for
                               Telecommunications -Synchronous Optical Network
                               (SONET) - Basic Description including Multiplex
                               Structure, Rates and Formats;

                   8.4.2.6.6   ANSI T1.102-1993, American National Standard for
                               Telecommunications -Digital Hierarchy -
                               Electrical Interfaces;

                   8.4.2.6.7   ANSI T1.403-1989, American National Standard for
                               Telecommunications -Carrier to Subscriber
                               Installation, DS-1 Metallic Interface
                               Specification; and

                   8.4.2.6.8   Bellcore GR-253-CORE, Synchronous Optical Network
                               Systems (SONET), Common Generic Criteria.

               8.4.2.7  Interface Requirements

                                      23
<PAGE>

                                                                    Attachment 3

                   8.4.2.7.1   The Loop Feeder point of termination (POT) within
                               a U S WEST central office will be as follows:

                               8.4.2.7.1.1   Copper twisted pairs shall
                                             terminate on the MDF;

                               8.4.2.7.1.2   DS-1 Loop Feeder shall terminate on
                                             a DSX1, DCS1/0 or DCS3/1; and

                               8.4.2.7.1.3   Fiber optic cable shall terminate
                                             on a light guide termination panel
                                             or equivalent.

                   8.4.2.7.2   In accordance with Sections 1.3.1 and 1.3.2 of
                               Part A of this Agreement, Loop Feeder shall be
                               equal to or better than each of the applicable
                               interface requirements set forth in the following
                               technical references:

                               8.4.2.7.2.1   Bellcore TR-TSY-000008, Digital
                                             Interface Between the SLC 96
                                             Digital Loop Carrier System and a
                                             Local Digital Switch, Issue 2,
                                             August 1987;

                               8.4.2.7.2.2   Bellcore TR-NWT-000303, Integrated
                                             Digital Loop Carrier System Generic
                                             Requirements, Objectives and
                                             Interface, Issue 2, December 1992;
                                             Rev. 1, December 1993; Supplement
                                             1, December 1993; and

                               8.4.2.7.2.3   Bellcore Integrated Digital Loop
                                             Carrier System Generic
                                             Requirements, Objectives and
                                             Interface, GR-303-CORE, Issue 1,
                                             September 1995.

9.   Distribution

     9.1   Definition:

           9.1.1    Distribution provides connectivity between the NID component
                    of Loop Distribution and the terminal block on the
                    subscriber-side of an FDI. The FDI is a device that
                    terminates the Distribution Media and the Loop Feeder, and
                    cross-connects them in order to provide a continuous
                    transmission path between the NID and a telephone company
                    central office. There are three (3) basic types of feeder-
                    distribution connections: (a) multiple (splicing of multiple
                    distribution pairs onto one (1) feeder pair); (b) dedicated
                    ("home run"); and (c) interfaced ("cross-connected"). While
                    older plant uses multiple and dedicated methods, newer plant
                    and all plant that uses DLC or other pair-gain technology
                    necessarily uses the interfaced connection method. The
                    feeder-distribution interface ("FDI") in the interfaced
                    design makes use of a manual cross-connection, typically
                    housed inside an outside plant device ("green box") or in a
                    vault or manhole.

                                      24
<PAGE>

                                                                    Attachment 3

           9.1.2    The Distribution may be copper twisted pair, coax cable,
                    single or multi-mode fiber optic cable or other
                    technologies. A combination that includes two (2) or more of
                    these media is also possible. In certain cases, AT&T shall
                    require a copper twisted pair Distribution even in instances
                    where the Distribution for services that U S WEST offers is
                    other than a copper facility. Special construction charges
                    may apply if no copper twisted pair facilities are
                    available.

     9.2   Requirements for All Distribution

           9.2.1    Distribution shall be capable of transmitting signals for
                    the following services, as requested by AT&T:

                    9.2.1.1  two-wire & four-wire analog voice grade loops; and

                    9.2.1.2  two-wire & four-wire loops conditioned to transmit
                             the digital signals needed to provide digital
                             services.

           9.2.2   Distribution shall transmit all signaling messages or tones.
                   Where the Distribution includes any active elements that
                   terminate any of the signaling messages or tones, these
                   messages or tones shall be reproduced by the Distribution at
                   the interfaces to an adjacent Network Element in a format
                   that maintains the integrity of the signaling messages or
                   tones.

           9.2.3   U S WEST shall not interfere with AT&T's ability to support
                   functions associated with provisioning, maintenance,
                   performance monitoring and testing of the unbundled
                   Distribution.

           9.2.4   Distribution shall be equal to or better than all of the
                   applicable requirements set forth in the following technical
                   references:

                   9.2.4.1   Bellcore TR-TSY-000057, "Functional Criteria for
                             Digital Loop Carrier Systems"; and

                   9.2.4.2   Bellcore TR-NWT-000393, "Generic Requirements for
                             ISDN Basic Access Digital Subscriber Lines".

     9.3   Additional Requirements for Special Copper Distribution

           In addition to Distribution that supports the requirements set forth
           in Section 9.2. above, AT&T may designate Distribution to be copper
           twisted pair unfettered by any intervening equipment (e.g., filters,
           load coils, range extenders) so that AT&T can use these loops for a
           variety of services by attaching appropriate terminal equipment at
           the ends.

     9.4   Additional Requirements for Fiber Distribution

           Fiber optic cable Distribution shall be capable of transmitting
           signals for the following services in addition to the those set forth
           in Section 9.2.1 above:

           9.4.1   DS-3 rate private line service;

                                      25
<PAGE>

                                                                    Attachment 3

           9.4.2   Optical SONET OC-n rate private lines (where "n" is defined
                   in the technical reference in Section 8.4.1.2.4.4); and

           9.4.3   Where available in the U S WEST network, Analog Radio
                   Frequency based services (e.g., Cable Television (CATV)).

     9.5   Additional Requirements for Coaxial Cable Distribution

           Where available in the U S WEST network, coaxial cable (coax)
           Distribution shall be capable of transmitting signals for the
           following services in addition to those set forth in Section 9.2.1
           above:

           9.5.1   Broadband data, either one way or bi-directional, symmetric
                   or asymmetric, at rates between 1.5 Mb/s and 45 Mb/s; and

           9.5.2   Analog Radio Frequency based services (e.g., CATV).

     9.6   Interface Requirements

           9.6.1   Signal transfers between the Distribution and the NID and an
                   adjacent Network Element shall have levels of degradation
                   that are within the performance requirements set forth in
                   Section 18.2 of this Attachment.

           9.6.2   Distribution shall be at least equal to each of the
                   applicable interface requirements set forth in the following
                   technical references:

                   9.6.2.1   Bellcore TR-NWT-000049, "Generic Requirements for
                             Outdoor Telephone Network Interface Devices",
                             issued December 1, 1994;

                   9.6.2.2   Bellcore TR-NWT-000057, "Functional Criteria for
                             Digital Loop Carrier Systems", issued January 2,
                             1993;

                   9.6.2.3   Bellcore TR-NWT-000393, "Generic Requirements for
                             ISDN Basic Access Digital Subscriber Lines"; and

                   9.6.2.4   Bellcore TR-NWT-000253, SONET Transport Systems:
                             Common Criteria (A module of TSGR, FR-NWT-000440),
                             Issue 2, December 1991.

10.  Local Switching

     10.1  Definition:

           10.1.1  Local Switching is the Network Element that provides the
                   functionality required to connect the appropriate lines or
                   trunks wired to the Main Distributing Frame ("MDF") or
                   Digital Cross Connect ("DSX") panel to a desired line or
                   trunk. The desired connection path for each call type will
                   vary by subscriber and will be specified by AT&T as a routing
                   scenario that will be implemented in advance as part of or
                   after the purchase of the unbundled Local Switching. Access
                   to unbundled switching element provides access to all the
                   features, functions, and capabilities of that switch./8/ The
                   Local Switching function also provides access to transport,
                   signaling

_______________________________
/8/ Per First Order at 9.
<PAGE>

                                                                    Attachment 3

                  (ISDN User Part ("ISUP") and Transaction Capabilities
                  Application Part ("TCAP"), and platforms such as adjuncts,
                  Public Safety Systems (911), Operator Services, Directory
                  Assistance Services and Advanced Intelligent Network ("AIN").
                  Remote Switching Module functionality is included in the Local
                  Switching function. Local Switching shall also be capable of
                  routing local, intraLATA, interLATA, and international calls
                  to the subscriber's preferred carrier, call features (e.g.,
                  call forwarding) and Centrex capabilities.

          10.1.2  Local Switching, including the ability to route to AT&T's
                  transport facilities, dedicated facilities and systems, shall
                  be unbundled from all other unbundled Network Elements, i.e.,
                  Operator Systems, Common Transport, Shared Transport/9/ and
                  Dedicated Transport.

     10.2 Technical Requirements

          10.2.1  Local Switching shall be equal to or better than the
                  requirements for Local Switching set forth in Bellcore's Local
                  Switching Systems General Requirements FR-NWT-000064.

                  10.2.1.1  U S WEST shall route calls to the appropriate trunk
                            or lines for call origination or termination.

                  10.2.1.2  U S WEST shall route calls on a per line or per
                            screening class basis to (a) U S WEST platforms
                            providing Network Elements or additional
                            requirements, (b) AT&T designated platforms, or (c)
                            third-party platforms.

                  10.2.1.3  U S WEST shall provide to AT&T recorded
                            announcements as furnished by AT&T and call progress
                            tones to alert callers of call progress and
                            disposition. The installation cost shall be borne by
                            AT&T for such announcements and call progress tones
                            to the extent they are different than those
                            standardly used by U S WEST.

                  10.2.1.4  U S WEST shall change a subscriber from U S WEST's
                            services to AT&T's services without loss of feature
                            functionality, unless designated otherwise by AT&T.

                  10.2.1.5  U S WEST shall perform routine testing (e.g.,
                            Mechanized Loop Tests "(MLT") and test calls such as
                            105, 107 and 108 type calls) and fault isolation on
                            AT&T's unbundled Network Elements, as designated by
                            AT&T.

                  10.2.1.6  U S WEST shall repair and restore any equipment or
                            any other maintainable component that may adversely
                            impact AT&T's use of unbundled Local Switching.

________________
/9/ Per Third Order at 9-10; Per Order 27236 at 8-10.

                                      27
<PAGE>

                                                                    Attachment 3


                  10.2.1.7   U S WEST shall control congestion points such as
                             mass calling events and network routing
                             abnormalities using capabilities such as Automatic
                             Call Gapping, Automatic Congestion Control, and
                             Network Routing Overflow. Application of such
                             control shall be competitively neutral and not
                             favor any user of unbundled switching or U S WEST.

                  10.2.1.8   U S WEST shall perform manual call trace as
                             designated by AT&T and shall permit subscriber
                             originated call trace.

                  10.2.1.9   U S WEST shall record all billable events,
                             involving usage of the Network Element, and send
                             the appropriate recording data to AT&T as further
                             described in Attachment 5.

                  10.2.1.10  For Local Switching used as E911 tandems, U S WEST
                             shall allow interconnection with AT&T switches in
                             that same local switch used as a E911 tandem and
                             shall route calls to the appropriate Public Safety
                             Access Point (PSAP). In the event the Local
                             Switching element and the E911 tandem are contained
                             within the same U S WEST switch, such trunking
                             shall be provided on an intra-switch basis.

                  10.2.1.11  Where U S WEST provides the following special
                             services, it shall provide to AT&T:

                             10.2.1.11.1  essential Service Lines;

                             10.2.1.11.2  Telephone Service Prioritization
                                          ("TSP");

                             10.2.1.11.3  related services for handicapped;

                             10.2.1.11.4  where U S WEST provides soft dial
                                          tone, it shall do so on a
                                          competitively-neutral basis; and

                             10.2.1.11.5  any other service required by law or
                                          regulation.

                  10.2.1.12  U S WEST shall provide Switching Service Point
                             ("SSP") capabilities and signaling software to
                             interconnect the signaling links destined to the
                             Signaling Transfer Point Switch ("STP"). In the
                             event Local Switching is provided out of a switch
                             without SS7 capability, the Tandem shall provide
                             this capability as further described in Section 4_
                             of this Attachment. These capabilities shall adhere
                             to Bellcore specifications TCAP (GR-1432-CORE),
                             ISUP (GR-905-CORE), Call Management (GR-1429-CORE),
                             Switched Fractional DS1 (GR-1357-CORE), Toll Free
                             Service (GR-1428-CORE), Calling Name (GR-1597-
                             CORE), Line Information Database (GR-954-CORE), and
                             Advanced Intelligent Network (GR-2863-CORE).

                  10.2.1.13  U S WEST shall provide interfaces to adjuncts
                             through industry standard and Bellcore interfaces.
                             These adjuncts may include, but are not limited to,
                             Service Node, Service Circuit Node, Voice Mail and

                                      28
<PAGE>

                                                                    Attachment 3

                              Automatic Call Distributors. Examples of existing
                              interfaces are ANSI ISDN standards Q.931 and
                              Q.932.

                   10.2.1.14  Upon AT&T's request, U S WEST shall provide
                              performance data regarding a subscriber line,
                              traffic characteristics or other measurable
                              elements to AT&T.

                   10.2.1.15  U S WEST shall offer all technically feasible
                              Local Switching features, and, in providing such
                              features, do so at parity with those provided by U
                              S WEST to itself or any other Person.

                              10.2.1.15.1  Such feature offerings shall include,
                                           but are not limited to:

                                           Basic and primary rate ISDN;
                                           Residential features;
                                           Custom Local Area Signaling Services
                                           (CLASS/LASS);
                                           Custom Calling Features; and
                                           Centrex (including equivalent
                                           administrative capabilities, such as
                                           subscriber accessible reconfiguration
                                           and detailed message recording).

                              10.2.1.15.2  AT&T may use the Bona Fide Request
                                           process set forth in Part A of this
                                           Agreement to request unbundling of
                                           Advanced Intelligent Network ("AIN")
                                           triggers supporting AT&T and U S WEST
                                           service applications in U S WEST's
                                           SCPs. U S WEST shall offer AIN-based
                                           services in accordance with
                                           applicable technical references. Such
                                           services may include, but are not
                                           limited to:

                                           10.2.1.15.2.1   Off-Hook Immediate;

                                           10.2.1.15.2.2   Off-Hook Delay;

                                           10.2.1.15.2.3   Private EAMF Trunk;

                                           10.2.1.15.2.4   Shared Interoffice
                                           Trunk (EAMF, SS7);

                                           10.2.1.15.2.5   Termination Attempt;

                                           10.2.1.15.2.6   3/6/10;

                                           10.2.1.15.2.7   N11;

                                           10.2.1.15.2.8   Feature Code Dialing;

                                           10.2.1.15.2.9   Custom Dialing
                                           Plan(s), including 555 services; and

                                           10.2.1.15.2.10  Automatic Route
                                           Selection.

                                      29
<PAGE>

                                                                    Attachment 3

                    10.2.1.16  U S WEST shall assign each AT&T subscriber line
                               the class of service designated by AT&T (e.g.,
                               using line class codes or other switch specific
                               provisioning methods), and at AT&T's option shall
                               route directory assistance calls from AT&T
                               subscribers as directed by AT&T. This includes
                               each of the following call types:

                               10.2.1.16.1   0+/0- calls;

                               10.2.1.16.2   911 calls;

                               10.2.1.16.3   411/DA calls;

                               10.2.1.16.4   InterLATA calls specific to PIC or
                                             regardless of PIC;

                               10.2.1.16.5   IntraLATA calls specific to PIC or
                                             regardless of PIC;

                               10.2.1.16.6   Toll free calls, prior to database
                                             query;

                               10.2.1.16.7   Call forwarding of any type
                                             supported on the switch, to a line
                                             or a trunk; and

                               10.2.1.16.8   Any other customized routing that
                                             may be supported by the U S WEST
                                             switch.

                    10.2.1.17  U S WEST shall assign each AT&T subscriber line
                               the class of service designated by AT&T (e.g.,
                               using line class codes or other switch specific
                               provisioning methods) and shall route operator
                               calls from AT&T subscribers as directed by AT&T
                               at AT&T's option. For example, U S WEST may
                               translate 0- and 0+ intraLATA traffic, and route
                               the call through appropriate trunks to an AT&T
                               Operator Services Position System ("OSPS"). Calls
                               from Local Switching must pass the ANI-II digits
                               unchanged.

                    10.2.1.18  If an AT&T customer subscribes to AT&T provided
                               voice mail and messaging services, U S WEST shall
                               redirect incoming calls to the AT&T system based
                               upon designated service arrangements (e.g., busy,
                               don't answer, number of rings). In addition, U S
                               WEST shall provide a Standard Message Desk
                               Interface-Enhanced (SMDI-E) interface to the AT&T
                               system. U S WEST shall support the Inter-switch
                               Voice Messaging Service (IVMS) capability.

                    10.2.1.19  Local Switching shall be offered in accordance
                               with the requirements of the following technical
                               references and their future releases:

                               10.2.1.19.1  GR-1298-CORE, AIN Switching System
                               Generic Requirements;

                               10.2.1.19.2  GR-1299-CORE, AIN Switch-Service
                               Control Point (SCP)/Adjunct Interface Generic
                               Requirements;

                                      30
<PAGE>

                                                                    Attachment 3

                               10.2.1.19.3  TR-NWT-001284, AIN 0.1 Switching
                               System Generic Requirements; and

                               10.2.1.19.4  SR-NWT-002247, AIN Release 1 Update.

          10.2.2   Interface Requirements:

              10.2.2.1  U S WEST shall provide the following interfaces to
                        Loops:

                   10.2.2.1.1  Standard Tip/Ring interface, including loopstart
                               or groundstart, on-hook signaling (e.g., for
                               calling number, calling name and message waiting
                               lamp);

                   10.2.2.1.2  Coin phone signaling provided through a U S WEST
                               coin phone port.

                   10.2.2.1.3  Basic Rate Interface ISDN adhering to ANSI
                               standards Q.931, Q.932 and appropriate Bellcore
                               Technical Requirements;

                   10.2.2.1.4  Two-wire analog interface to PBX to include
                               reverse battery, E&M, wink start and DID;

                   10.2.2.1.5  Four-wire analog interface to PBX to include
                               reverse battery, E&M, wink start and DID;

                   10.2.2.1.6  Four-wire DS-1 interface to PBX or subscriber
                               provided equipment (e.g., computers and voice
                               response systems);

                   10.2.2.1.7  Primary Rate ISDN to PBX adhering to ANSI
                               standards Q.931, Q.932 and appropriate Bellcore
                               Technical Requirements;

                   10.2.2.1.8  Switched Fractional DS-1 with capabilities to
                               configure Nx64 channels (where "n" = 1 to 24);
                               and

                   10.2.2.1.9  Loops adhering to Bellcore TR-NWT-08 and TR-NWT-
                               303 specifications to interconnect Digital Loop
                               Carriers.

          10.2.2.2 U S WEST shall provide access to the following, but not
                   limited to:

                   10.2.2.2.1  SS7 Signaling Network or Multi-Frequency
                               trunking, if requested by AT&T;

                   10.2.2.2.2  Interface to AT&T operator services systems or
                               Operator Services through appropriate trunk
                               interconnections for the system; and

                   10.2.2.2.3  Interface to AT&T Directory Assistance Services
                               through the AT&T switched network or to Directory
                               Services through the appropriate trunk
                               interconnections for the system; and 950 access
                               or other AT&T required access to interexchange
                               carriers as requested through appropriate trunk
                               interfaces.

                                      31
<PAGE>

                                                                    Attachment 3

     10.3  Customized Routing

           10.3.1  Description

                   Customized routing will enable AT&T to direct particular
                   classes of calls to particular outgoing trunks based upon
                   line class codes. AT&T may use customized routing to direct
                   its customers' calls to 411, 555-1212, 0+ or 0-, to its own
                   Operator Services platform and Directory Assistance platform.

           10.3.2  Limitations

                   Because there is a limitation in the technical feasibility of
                   offering custom routing beyond the capacity of the 1A ESS
                   switch, custom routing will be offered to CLECs on a first-
                   come, first-served basis.

     10.4  Integrated Services Digital Network (ISDN)

           10.4.1  Integrated Services Digital Network ("ISDN") is defined in
                   two (2) variations. The first variation is Basic Rate ISDN
                   ("BRI"). BRI consists of 2 Bearer (B) Channels and one Data
                   (D) Channel. The second variation is Primary Rate ISDN
                   ("PRI"). PRI consists of 23 B Channels and one D Channel.
                   Both BRI and PRI B Channels may be used for voice, Circuit
                   Switched Data ("CSD") or Packet Switched Data ("PSD"). The
                   BRI D Channel may be used for call related signaling, non-
                   call related signaling or packet switched data. The PRI D
                   Channel may be used for call related signaling.

           10.4.2  Technical Requirements 3/4 ISDN

                   10.4.2.1  U S WEST shall offer Data Switching providing ISDN
                             that, at a minimum:

                   10.4.2.2  provides integrated Packet handling capabilities;

                   10.4.2.3  allows for full 2B+D Channel functionality for BRI;
                             and

                   10.4.2.4  allows for full 23B+D Channel functionality for
                             PRI.

                   10.4.2.5  Each B Channel shall allow for voice, 64 Kbps CSD,
                             and PSD of 128 logical channels at minimum speeds
                             of 19 Kbps throughput of each logical channel up to
                             the total capacity of the B Channel.

                   10.4.2.6  Each B Channel shall provide capabilities for
                             alternate voice and data on a per call basis.

                   10.4.2.7  The BRI D Channel shall allow for call associated
                             signaling, non-call associated signaling and PSD of
                             16 logical channels at minimum speeds of 9.6 Kbps
                             throughput of each logical channel up to the total
                             capacity of the D channel.

                   10.4.2.8  The PRI D Channel shall allow for call associated
                             signaling.

           10.4.3  Interface Requirements 3/4 ISDN

                                      32
<PAGE>

                                                                    Attachment 3

                   10.4.3.1  U S WEST shall provide the BRI interface using
                             Digital Subscriber Loops adhering to Bellcore TR-
                             NWT-303 Specifications to Interconnect Digital Loop
                             Carriers.

                   10.4.3.2  U S WEST shall offer PSD interfaces adhering to the
                             X.25, X.75 and X.75' ANSI and Bellcore
                             requirements.

                   10.4.3.3  U S WEST shall offer PSD trunk interfaces operating
                             at 56 Kbps.

11.  Network Interface Device

     11.1  Definition:

           11.1.1  The Network Interface Device ("NID") is a single-line
                   termination device or that portion of a multiple-line
                   termination device required to terminate a single line or
                   circuit. One of the functions of the NID is to establish the
                   network demarcation point between a carrier and its
                   subscriber. The NID features two (2) independent chambers or
                   divisions which separate the service provider's network from
                   the subscriber's inside wiring. Each chamber or division
                   contains the appropriate connection points or posts to which
                   the service provider and the subscriber each make their
                   connections.

           11.1.2  AT&T may connect its NID to U S WEST's NID. AT&T may connect
                   its Loops directly to U S WEST's residential NIDs where
                   protector space is available, provided that AT&T shall be
                   responsible for the placement of additional protectors and
                   shall indemnify U S WEST against any and all liability
                   arising from AT&T's use of a U S WEST NID in that manner./10/

           11.1.3  U S WEST will allow AT&T to locate dropwires, other than U S
                   WEST's drop wires, inside an existing U S WEST combination
                   NID used in the provisioning of telephone service for single
                   tenant end users subject to the following conditions:

                   11.1.3.1  Sufficient space exists inside the combination NID
                             to allow proper installation of equipment in
                             accordance with the NID manufacturers
                             specifications and per the National Electric Code;

                   11.1.3.2  In order to maintain maintenance integrity for the
                             NID, AT&T will install its own overvoltage
                             protection and customer bridging equipment,
                             terminate the dropwires to that equipment, and
                             assume all operational responsibilities and
                             liabilities for that equipment;

                   In the event sufficient space is not available in the
                   existing U S WEST NID, to accommodate additional drops, AT&T
                   will be allowed to install and additional NID, at its own
                   expense and the AT&T's NID can be connected to the existing
                   U S WEST NID;

____________________

/10/ Per First Order at 9.

                                      33
<PAGE>

                                                                    Attachment 3

                         If the existing NID is not the new generation modular
                         type, AT&T may install a new NID. U S WEST will be
                         allowed to move its drop wire to the new NID and remove
                         the old NID;

                         Within ninety (90) days of the Effective Date of this
                         Agreement, the Parties agree to jointly develop a
                         satisfactory process to address the issues with access
                         to single and multi-party NIDs.

                11.1.4   With respect to multiple-line termination devices, AT&T
                         shall specify the quantity of NIDs it requires within
                         such device.

          11.2  Technical Requirements

                11.2.1   The NID shall provide a clean, accessible point of
                         connection for the inside wiring and for the
                         Distribution Media and/or cross connect to AT&T's NID
                         and shall maintain a connection to ground meeting the
                         requirements as set forth below.

                11.2.2   The NID shall be capable of transferring electrical
                         analog or digital signals between the subscriber's
                         inside wiring and the Distribution Media and/or cross
                         connect to AT&T's NID.

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

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

                11.2.5   Where the NID is not located in a larger, secure
                         cabinet or closet, the NID shall be protected from
                         vandalism. The NID shall be accessible to AT&T
                         designated personnel. In cases where entrance to the
                         subscriber premises is required to give access to the
                         NID, AT&T shall obtain entrance permission directly
                         from the subscriber.

                11.2.6   U S WEST shall offer the NID together with, and
                         separately from, the Distribution Media component of
                         Loop Distribution.

         11.3   Interface Requirements

                11.3.1   The NID shall be the interface to subscribers' premises
                         wiring for all loops.

                11.3.2   The NID shall be at least equal to all the industry
                         standards for NIDs set forth in the following technical
                         references:

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

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

                                      34
<PAGE>

                                                                    Attachment 3

                         11.3.2.3  Bellcore Technical Requirement TR-NWT-00239
                                   "Indoor Telephone Network Interfaces";

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

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

12.  Operator Systems
     See Part A.

13.  E911
     See Part A.

14.  Directory Assistance Data
     See Part A.

15.  Signaling Link Transport

     15.1  Definition:

           Signaling Link Transport is a set of two (2) or four (4) dedicated 56
           Kbps transmission paths between AT&T-designated Signaling Points of
           Interconnection ("SPOI") that provides appropriate physical diversity
           and a cross connect at a U S WEST STP site.

     15.2  Technical Requirements

           15.2.1  Signaling Link Transport shall consist of full duplex mode 56
                   Kbps transmission paths.

           15.2.2  Of the various options available, Signaling Link Transport
                   shall perform in the following two ways:

                   15.2.1.1  as an "A-link" which is a connection between a
                             switch or SCP and a home Signaling Transfer Point
                             Switch ("STPS") pair; and

                   15.2.1.2  as a "D-link" which is a connection between two (2)
                             STP pairs in different company networks (e.g.,
                             between two (2) STP pairs for two (2) (CLECs)).

           15.2.3  Signaling Link Transport shall consist of two (2) or more
                   signaling link layers as follows:

                   15.2.3.1  An A-link layer shall consist of two (2) links.

                   15.2.3.2  A D-link layer shall consist of four (4) links.

           15.2.4  A signaling link layer shall satisfy a performance objective
                   such that:

                                      35
<PAGE>

                                                                    Attachment 3

                   15.2.4.1  there shall be no more than two (2) minutes down
                             time per year for an A-link layer transport only,
                             and

                   15.2.4.2  there shall be negligible (less than 2 seconds)
                             down time per year for a D-link layer transport
                             only.

           15.2.5  Where available, a signaling link layer shall satisfy
                   interoffice and intraoffice diversity of facilities and
                   equipment, such that:

                   15.2.5.1  no single failure of facilities or equipment causes
                             the failure of both links in an A-link layer (i.e.,
                             the links should be provided on a minimum of two
                             (2) separate physical paths end-to-end); and

                   15.2.5.2  no two concurrent failures of facilities or
                             equipment shall cause the failure of all four (4)
                             links in a D-link layer (i.e., the links should be
                             provided on a minimum of three (3) separate
                             physical paths end-to-end).

           15.2.6  For requested link layers, U S WEST will provide AT&T with
                   the level of diversity available.

     15.3  Interface Requirements

           15.3.1  There shall be a DS-1 (1.544 Mbps) interface at the AT&T-
                   designated SPOIs. Each 56 Kbps transmission path shall appear
                   as a DS-0 channel within the DS-1 interface.

16.  Signaling Transfer Points (STPs)

     16.1  Definition:

           Signaling Transfer Points ("STP"s) provide functionality that enable
           the exchange of SS7 messages among and between switching elements,
           database elements and signaling transfer points.

     16.2  Technical Requirements

           16.2.1  STPs shall provide signaling access to all other Network
                   Elements connected to the U S WEST SS7 network. These
                   include:

                   16.2.1.1  U S WEST Local Switching or Tandem Switching;

                   16.2.1.2  U S WEST Service Control Points/DataBases connected
                             to or resident on service control points;

                   16.2.1.3  Third-party local or tandem switching systems
                             connected to the U S WEST signaling network; and

                   16.2.1.4  Third-party-provided STPs connected to the U S WEST
                             signaling network.

                                      36
<PAGE>

                                                                    Attachment 3

                  16.2.2   The connectivity provided by STPs shall fully support
                           the functions of all other Network Elements connected
                           to U S WEST's SS7 network. This includes the use of
                           U S WEST's SS7 network to convey messages which
                           neither originate nor terminate at a signaling end
                           point directly connected to the U S WEST SS7 network
                           (i.e., transit messages). When the U S WEST SS7
                           network is used to convey transit messages, there
                           shall be no alteration of the Integrated Services
                           Digital Network User Part ("ISDNUP") or Transaction
                           Capabilities Application Part ("TCAP") user data that
                           constitutes the content of the message.

                  16.2.3   If a U S WEST tandem switch routes traffic, based on
                           dialed or translated digits, on SS7 trunks between an
                           AT&T local switch and third party local switch, U S
                           WEST's SS7 network shall convey the TCAP messages
                           necessary to provide Call Management features
                           (automatic callback, automatic recall, and screening
                           list editing) between the AT&T local STPs and the
                           STPs that provide connectivity with the third party
                           local switch, even if the third party local switch is
                           not directly connected to U S WEST's STPs.

                  16.2.4   STPs shall provide all functions of the MTP as
                           specified in ANSI T1.111 (Reference 12.5.2). This
                           includes:

                           16.2.4.1 Signaling Data Link functions, as specified
                           in ANSI T1.111.2;

                           16.2.4.2 Signaling Link functions, as specified in
                           ANSI T1.111.3; and

                           16.2.4.3 Signaling Network Management functions, as
                           specified in ANSI T1.111.4.

                  16.2.5   STPs shall provide all functions of the SCCP
                           necessary for Class 0 (basic connectionless) service,
                           as specified in ANSI T1.112. In particular, this
                           includes Global Title Translation ("GTT") and SCCP
                           Management procedures, as specified in ANSI T1.112.4.

                  16.2.6   In cases where the destination signaling point is
                           either a U S WEST local or tandem switching system or
                           data base, or is an AT&T or third party local or
                           tandem switching system directly connected to U S
                           WEST's SS7 network, U S WEST STPs shall perform final
                           GTT of messages to the destination and SCCP Subsystem
                           Management of the destination. In all other cases,
                           STPs shall perform intermediate GTT of messages to a
                           gateway pair of STPs in an SS7 network connected with
                           the U S WEST SS7 network, and shall not perform SCCP
                           Subsystem Management of the destination.

                  16.2.7   STPs shall also provide the capability to route SCCP
                           messages based on ISNI, as specified in ANSI T1.118,
                           when this capability becomes available on U S WEST
                           STPs.

                  16.2.8   STPs shall provide all functions of the OMAP commonly
                           provided by STPs, as specified in the reference in
                           Section 16.5.6. This includes:

                           16.2.8.1 MTP Routing Verification Test ("MRVT"); and,

                           16.2.8.2 SCCP Routing Verification Test ("SRVT").

                                      37

<PAGE>

                                                                    Attachment 3

                  16.2.9   In cases where the destination signaling point is
                           either a U S WEST local or tandem switching system or
                           database, or is an AT&T or third party local or
                           tandem switching system directly connected to the U S
                           WEST SS7 network, STPs shall perform MRVT and SRVT to
                           the destination signaling point. In all other cases,
                           STPs shall perform MRVT and SRVT to a gateway pair of
                           STPs in an SS7 network connected with the U S WEST
                           SS7 network. This requirement shall be superseded by
                           the specifications for inter-network MRVT and SRVT if
                           and when these become approved ANSI standards and
                           available capabilities of U S WEST STPs.

                  16.2.10  STPs shall be equal to or better than the following
                           performance requirements:

                           16.2.10.1  MTP Performance, as specified in ANSI
                                      T1.111.6; and

                           16.2.10.2  SCCP Performance, as specified in ANSI
                                      T1.112.5.

         16.3     Interface Requirements

                  16.3.1   U S WEST shall provide the following STPs options to
                           connect AT&T or AT&T-designated local switching
                           systems or STPs to the U S WEST SS7 network:

                           16.3.1.1 An A-link interface from AT&T local
                           switching systems.

                  16.3.2   Each type of interface shall be provided by one or
                           more sets (layers) of signaling links, as follows:

                           16.3.2.1 An A-link layer shall consist of two (2)
                           links.

                  16.3.3   The Signaling Point of Interconnection ("SPOI") for
                           each link shall be located at a cross-connect
                           element, such as a DSX-1, in the central office where
                           the U S WEST STPs are located. There shall be a DS-1
                           or higher rate transport interface at each of the
                           SPOIs. Each signaling link shall appear as a DS-0
                           channel within the DS-1 or higher rate interface.

                           U S WEST shall offer higher rate DS-1 signaling for
                           interconnecting AT&T local switching systems or STPs
                           with U S WEST STPs as soon as these become approved
                           ANSI standards and available capabilities in U S
                           WEST's network.

                  16.3.4   U S WEST shall provide MTP and SCCP protocol
                           interfaces that shall conform to all relevant
                           sections in the following specifications:

                           16.3.4.1  Bellcore GR-905-CORE, Common Channel
                                     Signaling Network Interface Specification
                                     (CCSNIS) Supporting Network
                                     Interconnection, Message Transfer Part
                                     (MTP), and Integrated Services Digital
                                     Network User Part (ISDNUP); and

                           16.3.4.2  Bellcore GR-1432-CORE, CCS Network
                                     Interface Specification (CCSNIS) Supporting
                                     Signaling Connection Control Part (SCCP)
                                     and Transaction Capabilities Application
                                     Part (TCAP).

                                      38

<PAGE>

                                                                   Attachment 3
         16.4     Message Screening

                  16.4.1   U S WEST shall set message screening parameters in
                           order to accept messages from AT&T local or tandem
                           switching systems destined to any signaling point in
                           the U S WEST SS7 network with which the AT&T
                           switching system has a signaling relation.

                  16.4.2   U S WEST shall set message screening parameters in
                           order to accept messages from AT&T local or tandem
                           switching systems destined to any signaling point or
                           network interconnected to the U S WEST SS7 network
                           with which the AT&T switching system has a signaling
                           relation.

                  16.4.3   U S WEST shall set message screening parameters in
                           order to accept messages destined to an AT&T local or
                           tandem switching system from any signaling point or
                           network interconnected to the U S WEST SS7 network
                           with which the AT&T switching system has a signaling
                           relation.

                  16.4.4   U S WEST shall set message screening parameters in
                           order to accept and send messages destined to an AT&T
                           SCP from any signaling point or network
                           interconnected to the U S WEST SS7 network with which
                           the AT&T SCP has a signaling relation.

         16.5     STP Requirements

                  16.5.1   Subject to the provisions of Sections 1.3.1 and 1.3.2
                           of Part A of this Agreement, STPs shall be equal to
                           or better than all of the requirements for STPs set
                           forth in the following technical references:

                  16.5.2   ANSI T1.111-1992 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)-
                           Message Transfer Part (MTP);

                  16.5.3   ANSI T1.111A-1994 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)
                           - Message Transfer Part (MTP) Supplement;

                  16.5.4   ANSI T1.112-1992 American National, Standard for
                           Telecommunications - Signaling System Number 7 (SS7)-
                           Signaling Connection Control Part (SCCP);

                  16.5.5   ANSI T1.115-1990 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)-
                           Monitoring and Measurements for Networks;

                  16.5.6   ANSI T1.116-1990 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)-
                           Operations, Maintenance and Administration Part
                           (OMAP);

                  16.5.7   ANSI T1.118-1992 American National Standard for
                           Telecommunications - Signaling System Number 7 (SS7)-
                           Intermediate Signaling Network Identification (ISNI);

                  16.5.8   Bellcore GR-905-CORE, Common Channel Signaling
                           Network Interface Specification (CCSNIS) Supporting
                           Network Interconnection, Message Transfer Part (MTP),
                           and Integrated Services Digital Network User Part
                           (ISDNUP); and

                                      39
<PAGE>

                                                                    Attachment 3

                  16.5.9   Bellcore GR-1432-CORE, CCS Network Interface
                           Specification (CCSNIS) Supporting Signaling
                           Connection Control Part (SCCP) and Transaction
                           Capabilities Application Part (TCAP).

17.      Service Control Points/Databases

         17.1     Definition:

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

                  17.1.2   A Service Control Point ("SCP") is a specific type of
                           Database Network Element functionality deployed in a
                           Signaling System 7 ("SS7") network that executes
                           service application logic in response to SS7 queries
                           sent to it by a switching system also connected to
                           the SS7 network. SCPs also provide operational
                           interfaces to allow for provisioning, administration
                           and maintenance of subscriber data and service
                           application data (e.g., a toll free database stores
                           subscriber record data that provides information
                           necessary to route toll free calls).

         17.2     Technical Requirements for SCPs/Databases
                  Requirements for SCPs/Databases within this section address
                  storage of information, access to information (e.g., signaling
                  protocols and response times), and administration of
                  information (e.g., provisioning, administration, and
                  maintenance). All SCPs/Databases shall be provided to AT&T in
                  accordance with the following requirements, except where such
                  a requirement is superseded by specific requirements set forth
                  in Subparagraphs 17.3 through 17.7 of this Attachment:

                  17.2.1   U S WEST shall provide interconnection to SCPs
                           through the U S WEST designated STPs using SS7
                           network and protocols, as specified in Section 16 of
                           this Attachment, with TCAP as the application layer
                           protocol.

                  17.2.2   Regional SCP pairs shall be available pursuant to
                           applicable technical reference documents.

                  17.2.3   U S WEST shall provide to AT&T database provisioning
                           consistent with the provisioning requirements of this
                           Agreement (e.g., data required, edits,
                           acknowledgments, data format and transmission medium
                           and notification of order completion).

                  17.2.4   The operational interface provided by U S WEST shall
                           complete Database transactions (i.e., add, modify,
                           delete) for AT&T subscriber records stored in U S
                           WEST databases at parity with which U S WEST
                           provisions its own subscriber records.

                  17.2.5   U S WEST shall provide Database maintenance
                           consistent with the maintenance requirements as
                           specified in this Agreement (e.g., notification of
                           U S WEST network

                                      40
<PAGE>

                                                                    Attachment 3

                           affecting events, testing, dispatch
                           schedule and measurement and exception reports).

                  17.2.6   When and where available, U S WEST shall provide
                           billing and recording information to track Database
                           usage consistent with Connectivity Billing and
                           recording requirements as specified in this Agreement
                           (e.g., recorded message format and content,
                           timeliness of feed, data format and transmission
                           medium).

                  17.2.7   U S WEST shall provide SCPs/Databases in accordance
                           with the physical security requirements specified in
                           this Agreement.

                  17.2.8   U S WEST shall provide SCPs/Databases in accordance
                           with the logical security requirements specified in
                           this Agreement.

         17.3     Number Portability Database

                  17.3.1   Definition:
                           The Number Portability ("NP") Database supplies
                           routing numbers for calls involving numbers that have
                           been ported from one local service provider to
                           another. NP database functionality shall also include
                           Global Title Translations ("GTT") for calls involving
                           ported numbers even if U S WEST provides GTT
                           functionality in another Network Element. This
                           Section 17.3 supplements the requirements of Sections
                           18.2 and 18.7. U S WEST shall provide the NP database
                           in accordance with industry standards which shall
                           supersede the following as needed.

                  17.3.2   Requirements

                      17.3.2.1      U S WEST shall make U S WEST NP database
                                    available for AT&T switches to query to
                                    obtain the appropriate routing number on
                                    calls to ported numbers or the industry
                                    specified indication that the number is not
                                    ported for non-ported numbers in NPA-NXXs
                                    that are opened to portability. The
                                    specified indication will also be provided
                                    when the NPA-NXX is not open to portability.

                      17.3.2.2      Query responses shall provide such
                                    additional information (e.g., Service
                                    Provider identification) as may be specified
                                    in the NP implementation in the relevant
                                    regulatory jurisdiction.

                      17.3.2.3      U S WEST shall complete CLASS or LIDB
                                    queries routed to the U S WEST network by
                                    AT&T switches and return the appropriate
                                    response to the querying source.

                      17.3.2.4      The NP database shall provide such other
                                    functionality as has been specified in the
                                    regulatory jurisdiction in which portability
                                    has been implemented.

                      17.3.2.5      Unavailability of the NP database query and
                                    GTT applications shall not exceed four (4)
                                    minutes per year.

                                      41
<PAGE>

                                                                    Attachment 3

                      17.3.2.6      The U S WEST NP database shall respond to a
                                    round trip query within 500 milliseconds or
                                    as amended by industry standards.

                  17.3.3   Interface Requirements
                           U S WEST shall interconnect the signaling interface
                           between the AT&T or other local switch and the NP
                           Database using the TCAP protocol as specified in the
                           technical references in this Agreement, together with
                           the signaling network interface as specified in the
                           technical references in this Agreement, and such
                           further requirements (e.g., AIN or IN protocols) as
                           may be specified by regulatory or other bodies
                           responsible for implementation of number portability.

         17.4     Line Information Database (LIDB)
                  This Section 17.4 defines and sets forth additional
                  requirements for the Line Information Database.

                  17.4.1   Definition:
                           The Line Information Database ("LIDB") is a
                           transaction-oriented database accessible through
                           Common Channel Signaling ("CCS") networks. It
                           contains records associated with subscriber Line
                           Numbers and Special Billing Numbers (in accordance
                           with the requirements in the technical reference in
                           Section 17.6.5). LIDB accepts queries from other
                           Network Elements, or AT&T's network, and provides
                           appropriate responses. The query originator need not
                           be the owner of LIDB data. LIDB queries include
                           functions, such as screening billed numbers, that
                           provide the ability to accept Collect or Third Number
                           Billing calls and validation of Telephone Line Number
                           based non-proprietary calling cards. The interface
                           for the LIDB functionality is the interface between
                           the U S WEST CCS network and other CCS networks. LIDB
                           also interfaces to administrative systems. The
                           administrative system interface provides work centers
                           with an interface to LIDB for functions such as
                           provisioning, auditing of data, access to LIDB
                           measurements and reports.

                  17.4.2   Technical Requirements

                      17.4.2.1      U S WEST shall enable AT&T to store in U S
                                    WEST's LIDB any line number or special
                                    billing number.AT&T will provide U S WEST a
                                    non-binding LIDB forecast. Prior to the
                                    availability of permanent NP, U S WEST shall
                                    enable AT&T to store in U S WEST's LIDB any
                                    subscriber Line Number or Special Billing
                                    Number record for AT&T resale, unbundled
                                    Network Elements and facility based
                                    customers, in accordance with the technical
                                    reference in Section 17.6.5, whether ported
                                    or not, for which the NPA-NXX or NXX-0/lXX
                                    Group is supported by that LIDB.

                      17.4.2.2      Prior to the availability of permanent NP,
                                    U S WEST shall enable AT&T to store in U S
                                    WEST's LIDB any subscriber Line Number or
                                    Special Billing Number record for AT&T
                                    resale, unbundled Network Elements and
                                    facility based customers, in accordance with
                                    the technical reference in Section 17.6.5,
                                    whether ported or not, and NPA-NXX and
                                    NXX-0/lXX Group Records, belonging to an
                                    NPA-NXX or NXX-0/1 XX owned by AT&T.

                      17.4.2.3      Subsequent to the availability of permanent
                                    NP, U S WEST shall enable AT&T to store in
                                    U S WEST's LIDB any subscriber Line Number
                                    or Special

                                      42
<PAGE>

                                                                    Attachment 3

                                    Billing Number record for AT&T
                                    resale, unbundled Network Elements and
                                    facility based customers, in accordance with
                                    the technical reference in Section 17.6.5,
                                    whether ported or not, regardless of the
                                    number's NPA-NXX or NXX-0/lXX.

                      17.4.2.4      U S WEST shall perform the following LIDB
                                    functions (i.e., processing of the following
                                    query types as defined in the technical
                                    reference in Section 17.6.5) for AT&T's
                                    subscriber records in LIDB:

                                    17.4.2.4.1 Billed Number Screening (provides
                                               information such as whether the
                                               Billed Number may accept Collect
                                               or Third Number Billing calls);

                                    17.4.2.4.2 Calling Card Validation; and

                                    17.4.2.4.3 Originating Line Number Screening
                                               (OLNS), when available.

                      17.4.2.5      U S WEST shall process AT&T's subscriber
                                    records in LIDB at least at parity with U S
                                    WEST subscriber records, with respect to
                                    other LIDB functions (as defined in the
                                    technical reference in Section 17.6). U S
                                    WEST shall indicate to AT&T what additional
                                    functions, if any, are performed by LIDB in
                                    its network. Within ninety (90) days after
                                    request, the Parties shall develop an
                                    interim procedure to process AT&T subscriber
                                    records.

                      17.4.2.6      Within two (2) weeks after a request by
                                    AT&T, U S WEST shall provide AT&T with a
                                    list of the subscriber data items which AT&T
                                    would have to provide in order to support
                                    each required LIDB function. The list shall
                                    indicate which data items are essential to
                                    LIDB function, and which are required only
                                    to support certain services. For each data
                                    item, the list shall show the data formats,
                                    the acceptable values of the data item and
                                    the meaning of those values.

                      17.4.2.7      U S WEST shall provide LIDB performance in
                                    accordance with section 17.6.5.

                      17.4.2.8      U S WEST shall provide AT&T with the
                                    capability to provision (e.g., to add,
                                    update, and delete) NPA-NXX and NXX-0/lXX
                                    Group Records, and Line Number and Special
                                    Billing Number Records, associated with AT&T
                                    subscribers, directly into U S WEST's LIDB
                                    provisioning process. Within ninety (90)
                                    days after reqeust, the Parties shall
                                    establish an interim process to meet the
                                    requirements of this Section.

                      17.4.2.9      Unless directed otherwise by AT&T, in the
                                    event end user subscribers change their
                                    local service provider to AT&T, U S WEST
                                    shall maintain subscriber data (for line
                                    numbers, card numbers, and for any other
                                    types of data maintained in LIDB) so that
                                    such subscribers shall not experience any
                                    interruption of service due to the lack of
                                    such maintenance of subscriber data.

                                      43
<PAGE>

                                                                    Attachment 3

                      17.4.2.10     All additions, updates and deletions of AT&T
                                    data to the LIDB shall be made solely at the
                                    direction of AT&T.

                      17.4.2.11     U S WEST shall provide priority updates to
                                    LIDB for AT&T data upon AT&T's request
                                    (e.g., to support fraud protection).

                      17.4.2.12     When available, U S WEST shall provide AT&T
                                    the capability to directly obtain, through
                                    an electronic interface, reports of all AT&T
                                    data in LIDB. Within ninety (90) days after
                                    request, the Parties shall establish an
                                    interim process to meet the requirements of
                                    this Section.

                      17.4.2.13     [Intentionally left blank for numbering
                                    consistency]

                      17.4.2.14     U S WEST shall perform backup and recovery
                                    of all of AT&T's data in LIDB as frequently
                                    as U S WEST performs backup and recovery for
                                    itself and any other Person, including
                                    sending to LIDB all changes made since the
                                    date of the most recent backup copy. Backup
                                    will be performed weekly. When needed,
                                    recovery will take place within twenty-four
                                    (24) hours.

                      17.4.2.15     U S WEST shall provide to AT&T access to
                                    LIDB measurements and reports at least at
                                    parity with the capability U S WEST has for
                                    its own subscriber records and that U S WEST
                                    provides to any other party. Such access
                                    shall be electronic. Within ninety (90) days
                                    after request, the Parties shall establish
                                    an interim process to meet the requirements
                                    of this Section.

                      17.4.2.16     U S WEST shall provide AT&T with LIDB
                                    reports of data which are missing or contain
                                    errors, as well as any misroute errors,
                                    within the same time period as U S WEST
                                    provides such reports to itself. Within
                                    ninety (90) days after request, the Parties
                                    shall establish a process to meet the
                                    requirements of this Section.

                      17.4.2.17     U S WEST shall prevent any access to or use
                                    of AT&T data in LIDB by U S WEST personnel
                                    or by any other party not authorized in
                                    writing by AT&T.

                      17.4.2.18     If and when technically feasible, U S WEST
                                    shall provide AT&T performance of the LIDB
                                    Data Screening function, which allows a LIDB
                                    to completely or partially deny specific
                                    query originators access to LIDB data owned
                                    by specific data owners (in accordance with
                                    the technical reference in Section 17.6.5)
                                    for subscriber data that is part of an NPA-
                                    NXX or NXX-0/lXX wholly or partially owned
                                    by AT&T at least at parity with U S WEST
                                    subscriber data. U S WEST shall obtain from
                                    AT&T the screening information associated
                                    with LIDB Data Screening of AT&T data in
                                    accordance with this requirement.

                                    17.4.2.18.1   The Parties agree to
                                                  investigate technical
                                                  feasibility of variable LIDB
                                                  database screening to
                                                  accomplish 17.4.2.18 above.

                                      44
<PAGE>

                                                                    Attachment 3

                      17.4.2.19     U S WEST shall accept queries to LIDB
                                    associated with AT&T subscriber records, and
                                    shall return responses in accordance with
                                    the requirements of this Section 17.

                  17.4.3   Interface Requirements

                           U S WEST shall offer LIDB in accordance with the
                           requirements of this Section 17.4.3.

                      17.4.3.1      The interface to LIDB shall be in accordance
                                    with the technical reference in Section
                                    17.6.3.

                      17.4.3.2      The CCS interface to LIDB shall be the
                                    standard interface described in Section
                                    17.6.3.

                      17.4.3.3      The LIDB Database interpretation of the
                                    ANSI-TCAP messages shall comply with the
                                    technical reference in Section 17.6.4.
                                    Global Title Translation shall be maintained
                                    in the signaling network in order to support
                                    signaling network routing to the LIDB.

         17.5     Toll Free Number Database
                  The Toll Free Number Database is an SCP that provides
                  functionality necessary for toll free (e.g., 800 and 888)
                  number services by providing routing information and
                  additional vertical features during call set-up in response to
                  queries from SSPs. This Section 17.5 supplements the
                  requirements of Section 17.2 and 17.7. U S WEST shall provide
                  the Toll Free Number Database in accordance with the following
                  subsections.:

                  17.5.1   Technical Requirements

                      17.5.1.1      U S WEST shall make the U S WEST Toll Free
                                    Number Database available, through its STPs,
                                    for AT&T to query from AT&T's designated
                                    switch including U S WEST unbundled Local
                                    Switching.

                      17.5.1.2      The Toll Free Number Database shall return
                                    carrier identification and, where
                                    applicable, the queried toll free number,
                                    translated numbers and instructions as it
                                    would in response to a query from a U S WEST
                                    switch.

                  17.5.2   Interface Requirements
                           The signaling interface between the AT&T or other
                           local switch and the Toll-Free Number Database shall
                           use the TCAP protocol as specified in the technical
                           reference in Section 17.6.1, together with the
                           signaling network interface as specified in the
                           technical references in Sections 17.6.2 and 17.6.6.

         17.6     SCPs/Databases shall be at least equal to all of the
                  requirements for SCPs/Databases set forth in the following
                  technical references:

                  17.6.1   GR-246-CORE, Bell Communications Research
                           Specification of Signaling System Number 7, Issue 1
                           (Bellcore, December 199X);

                                      45
<PAGE>

                                                                    Attachment 3

                  17.6.2   GR-1432-CORE, CCS Network Interface Specification
                           (CCSNIS) Supporting Signaling Connection Control Part
                           (SCCP) and Transaction Capabilities Application Part
                           (TCAP) (Bellcore, March 1994);

                  17.6.3   GR-954-CORE, CCS Network Interface Specification
                           (CCSNIS) Supporting Line Information Database (LIDB)
                           Service 6, Issue 1, Rev. 1 (Bellcore, October 1995);

                  17.6.4   GR-1149-CORE, OSSGR Section 10: System Interfaces,
                           Issue 1 (Bellcore, October 1995) (Replaces TR-NWT-
                           001149);

                  17.6.5   GR-1158-CORE, OSSGR Section 22.3: Line Information
                           Database 6, Issue (Bellcore, October 1995); and

                  17.6.6   GR-1428-CORE, CCS Network Interface Specification
                           (CCSNIS) Supporting Toll Free Service (Bellcore, May
                           1995).

         17.7     Advanced Intelligent Network ("AIN") Access, Service Creation
                  Environment and Service Management System ("SCE/SMS") Advanced
                  Intelligent Network Access

                  17.7.1   U S WEST shall provide mediated access to all U S
                           WEST service applications, current or future (if
                           technically feasible), resident in U S WEST's SCP
                           through U S WEST's STPs. Such access may be from
                           AT&T's switch or U S WEST's unbundled local switch.

                  17.7.2   SCE/SMS AIN Access shall provide AT&T the ability to
                           create service applications in the U S WEST SCE and
                           deploy those applications via the U S WEST SMS to the
                           U S WEST SCP. This interconnection arrangement shall
                           provide AT&T access to the U S WEST development
                           environment and administrative system in a manner at
                           least at parity with U S WEST's ability to deliver
                           its own AIN-based services. SCE AIN Access is the
                           development of service applications within the U S
                           WEST Service Creation Environment capability. SMS AIN
                           Access is the provisioning of service applications
                           via the U S WEST Service Management System
                           capability. AIN trigger provisioning will be
                           accomplished through the U S WEST local unbundled
                           switching.

                  17.7.3   Services Available. U S WEST shall make SCE hardware,
                           software, testing and technical support (e.g.,
                           technical contacts, system administrator) resources
                           available to AT&T. Scheduling of SCE resources shall
                           allow AT&T at least equal priority to U S WEST.

                  17.7.4   Multi-user Access. The U S WEST SCE/SMS shall allow
                           for multi-user access with proper source code
                           management and other logical security functions.

                  17.7.5   Partitioning. When available, the U S WEST SCP shall
                           partition and protect AT&T service logic and data
                           from unauthorized SMS capability and SCE capability
                           access, execution or other types of compromise.

                  17.7.6   Training and Documentation. U S WEST shall provide
                           training and documentation for AT&T development staff
                           only in cases in which such training or documentation
                           is not reasonably available from another source. If
                           training or documentation is

                                      46
<PAGE>


                                                                    Attachment 3


                           required in accordance with this Section, it will be
                           provided in a manner at least at parity with that
                           provided by U S WEST to its development staff.
                           Training will be conducted at a mutually agreed upon
                           location.

                  17.7.7   Access Environment. When AT&T selects SCE/SMS AIN
                           Access, U S WEST shall provide for a secure,
                           controlled access environment on-site. When
                           available, AT&T may request mutually agreed upon
                           remote data connections (e.g., dial up, LAN, WAN).

                  17.7.8   Data Exchange. When AT&T selects SMS AIN Access, U S
                           WEST shall allow AT&T to download data forms and/or
                           tables to the U S WEST SCP, via the U S WEST SMS
                           capability, in the same fashion as U S WEST downloads
                           such forms and/or tables for itself.

                  17.7.9   Certification Testing. Certification testing is
                           typically a two step process that includes an off-
                           line unit test followed by an on-line controlled
                           introduction testing into one of each of the U S WEST
                           switch types capable of supporting the service.
                           Services created by AT&T will require certification
                           testing by U S WEST before the services can be
                           provisioned in the network. The scheduling of U S
                           WEST certification testing resources for new AT&T
                           services will be jointly coordinated and prioritized
                           between U S WEST and AT&T. AT&T testing requirements
                           will be given equal priority with both U S WEST and
                           other provider's requirements. In most circumstances,
                           such testing will be completed within sixty (60) days
                           from the date the application is submitted by AT&T to
                           U S WEST for certification. In circumstances
                           involving complex applications requiring additional
                           time for testing, U S WEST may request additional
                           time and AT&T will not unreasonably withhold approval
                           of such request. The certification testing procedures
                           described in this Section may be augmented as
                           mutually agreed to by the Parties.

                  17.7.10  Access Standard. SCPs/Databases shall offer SCE/SMS
                           AIN Access in accordance with the requirements of GR-
                           1280-CORE, AIN Service Control Point (SCP) Generic
                           Requirements.

         17.8     [Intentionally left blank for numbering consistency]

         17.9     AT&T will provide to U S WEST timely non-binding forecasts of
                  SS7 call transactions, link requirements, database query
                  volumes, etc., as needed for sizing the individual network
                  capabilities that AT&T will utilize under the terms of this
                  Agreement.

         17.10    CCS Service includes:

                  17.10.1    Entrance Facility - The entrance facility connects
                             AT&T's signaling point of interface with the U S
                             WEST Serving Wire Center ("SWC").

                  17.10.2    Direct Link Transport ("DLT") - The DLT connects
                             the AT&T SWC to the U S WEST STP.

                  17.10.3    STP Port - The STP port provides the switching
                             function at the STP. One (1) STP port is required
                             for each DLT link. The port provides access to the
                             SCP.


                                      47


<PAGE>


                                                                    Attachment 3


     17.11    Advanced Intelligent Network ("AIN") triggers will be provided
              only to access U S WEST databases. Access to AIN functions is
              available only through the STP. If AT&T requires other access, it
              will submit a Bona Fide Request.

18.  Additional Requirements

     This Section 18 of Attachment 3 sets forth the additional requirements for
     unbundled Network Elements which U S WEST agrees to offer to AT&T under
     this Agreement.

     18.1     Cooperative Testing

              18.1.1   Definition:

                       Cooperative Testing means that U S WEST shall cooperate
                       with AT&T upon request or as needed to (a) ensure that
                       the Network Elements and Ancillary Functions and
                       additional requirements being provided to AT&T by U S
                       WEST are in compliance with the requirements of this
                       Agreement, (b) test the overall functionality of various
                       Network Elements and Ancillary Functions provided by U S
                       WEST to AT&T in combination /11/ with each other or in
                       combination with other equipment and facilities provided
                       by AT&T or third parties, and (c) ensure that all
                       operational interfaces and processes are in place and
                       functioning properly and efficiently for the provisioning
                       and maintenance of Network Elements and Ancillary
                       Functions and so that all appropriate billing data can be
                       provided to AT&T.

              18.1.2   Requirements

                       Within forty-five (45) days after request, AT&T and U S
                       WEST will agree upon a process to resolve technical
                       issues relating to interconnection of AT&T's network to
                       U S WEST's network and Network Elements and Ancillary
                       Functions. The agreed upon process shall include
                       procedures for escalating disputes and unresolved issues
                       up through higher levels of each Party's management. If
                       AT&T and U S WEST do not reach agreement on such a
                       process within the 45-day time period, any issues that
                       have not been resolved by the Parties with respect to
                       such process shall be submitted to the dispute resolution
                       procedures set forth in Part A of this Agreement unless
                       both Parties agree to extend the time to reach agreement
                       on such issues.

                       18.1.2.1  U S WEST shall provide AT&T access for testing
                                 at any interface between a U S WEST Network
                                 Element or Combinations/12/ and AT&T equipment
                                 or facilities. Such test access shall be
                                 sufficient to ensure that the applicable
                                 requirements can be tested by AT&T. This access
                                 shall be available seven (7) days per week,
                                 twenty-four (24) hours per day.

                       18.1.2.2  AT&T may test any interfaces, Network Elements
                                 or Ancillary Functions and additional
                                 requirements provided by U S WEST to AT&T
                                 pursuant to this Agreement.

                       18.1.2.3  U S WEST shall provide engineering data as
                                 requested by AT&T for the loop components as
                                 set forth in this Attachment which AT&T may
                                 desire to test.

                                      48

<PAGE>


                                                                    Attachment 3


                                   Such data shall include equipment engineering
                                   and cable specifications, signaling and
                                   transmission path data.

                       18.1.2.4    The Parties shall establish a process to
                                   provide engineering/office support
                                   information on unbundled Network Elements
                                   (e.g., central office layout and design
                                   records and drawings, system engineering and
                                   other applicable documentation) pertaining to
                                   a Network Element or Ancillary Function or
                                   the underlying equipment that is then
                                   providing a Network Element or Ancillary
                                   Function to AT&T.

                       18.1.2.5    Upon request from AT&T, U S WEST shall
                                   provide to AT&T all applicable test results
                                   from U S WEST testing activities on a Network
                                   Element or Ancillary Function or additional
                                   requirement or the underlying equipment
                                   providing a Network Element or Ancillary
                                   Function or additional requirements. AT&T may
                                   review such test results and may notify U S
                                   WEST of any detected deficiencies.

                       18.1.2.6    U S WEST shall temporarily provision AT&T
                                   designated Local Switching features for
                                   testing. Within sixty (60) days after
                                   request, AT&T and U S WEST shall mutually
                                   agree on the procedures to be established
                                   between U S WEST and AT&T to expedite such
                                   provisioning processes for feature testing.

                       18.1.2.7    Upon AT&T's request, U S WEST shall make
                                   available technical support to meet with AT&T
                                   representatives to provide required support
                                   for Cooperative Testing. U S WEST shall
                                   define the process to gain access to such
                                   technical support.

                       18.1.2.8    Dedicated Transport and Loop Feeder may
                                   experience alarm conditions due to in-
                                   progress tests. U S WEST shall notify AT&T
                                   upon removal of such facilities from service.

                       18.1.2.9    U S WEST shall exercise its best efforts to
                                   notify AT&T prior to conducting tests or
                                   maintenance procedures on Network Elements or
                                   Ancillary Functions or on the underlying
                                   equipment that is then providing a Network
                                   Element or Ancillary Function, that will
                                   likely cause a service interruption or
                                   degradation of service.

                       18.1.2.10   U S WEST shall provide a single point of
                                   contact to AT&T that is available seven (7)
                                   days per week, twenty-four (24) hours per day
                                   for trouble status, sectionalization,
                                   resolution, escalation, and closure. Such
                                   staff shall be adequately skilled to allow
                                   expeditious problem resolution.

                       18.1.2.11   U S WEST shall make available to AT&T access
                                   to 105 responders, 100-type test lines, or
                                   102-type test lines associated with any
                                   circuits under test.

                       18.1.2.12   AT&T and U S WEST shall complete Cooperative
                                   Testing in accordance with the procedures set
                                   forth in Attachment 5.


                                      49

<PAGE>


                                                                    Attachment 3

                       18.1.2.13   U S WEST shall participate in Cooperative
                                   Testing requested by AT&T whenever it is
                                   deemed necessary by AT&T to insure service
                                   performance, reliability and subscriber
                                   serviceability.

                       18.1.2.14   AT&T may accept or reject the Network Element
                                   ordered by AT&T if, upon completion of
                                   cooperative acceptance testing, the tested
                                   Network Element does not meet the
                                   requirements stated herein.

     18.2  Performance

           The issue of performance measurements and standards is to be
           addressed pursuant to the terms of Section 52 of Part A of this
           Agreement.

     18.3  Protection, Restoration, and Disaster Recovery

           18.3.1   Scope:

                    This Section refers specifically to requirements on the use
                    of redundant network equipment and facilities for
                    protection, restoration, and disaster recovery.

     18.4  Synchronization

           18.4.1   Definition:

                    Synchronization is the function which keeps all digital
                    equipment in a communications network operating at the same
                    average frequency. With respect to digital transmission,
                    information is coded into discrete pulses. When these pulses
                    are transmitted through a digital communications network,
                    all synchronous Network Elements are traceable to a stable
                    and accurate timing source. Network synchronization is
                    accomplished by timing all synchronous Network Elements in
                    the network to a stratum 1 traceable source so that
                    transmission from these network points have the same average
                    line rate.

           18.4.2   Technical Requirements

                    The following requirements are applicable to the case where
                    U S WEST provides synchronization to equipment that AT&T
                    owns and operates within a U S WEST location. In addition,
                    these requirements apply to synchronous equipment that is
                    owned by U S WEST and is used to provide a Network Element
                    to AT&T.

           18.4.2.1 The synchronization of clocks within digital networks is
                    divided into two parts: intra-building and inter-building.
                    Within a building, a single clock is designated as the
                    Building Integrated Timing Supply ("BITS"), which provides
                    all of the DS-1 and DS-0 synchronization references required
                    by other clocks in such building. This is referred to as
                    intra-building synchronization. The BITS receives
                    synchronization references from remotely located BITS such
                    as a primary reference source. Synchronization of BITS
                    between buildings is referred to as inter-building
                    synchronization.

                                      50


<PAGE>

                                                                   Attachment 3

          18.4.2.2  To implement a network synchronization plan, clocks within
                    digital networks are divided into four stratum levels. All
                    clocks in strata 2, 3, and 4 are synchronized to a stratum 1
                    clock, that is, they are traceable to a stratum 1 clock. A
                    traceable reference is a reference that can be traced back
                    through some number of clocks to a stratum 1 source. Clocks
                    in different strata are distinguished by their free running
                    accuracy or by their stability during trouble conditions
                    such as the loss of all synchronization references.

             18.4.2.2.1   Intra-Building

                    Within a building, there may be different kinds of equipment
                    that require synchronization at the DS-1 and DS-0 rates.
                    Synchronization at the DS-1 rate is accomplished by the
                    frequency synchronizing presence of buffer stores at various
                    DS-1 transmission interfaces. Synchronization at the DS-0
                    rate is accomplished by using a composite clock signal that
                    phase synchronizes the clocks. Equipment requiring DS-0
                    synchronization frequently does not have adequate buffer
                    storage to accommodate the phase variations among different
                    equipment. Control of phase variations to an acceptable
                    level is accomplished by externally timing all
                    interconnecting DS-0 circuits to a single clock source and
                    by limiting the interconnection of DS-0 equipment to less
                    than 1,500 cable feet. Therefore, a BITS shall provide DS-1
                    and composite clock signals when the appropriate composite
                    signal is a 64-kHz 5/8/th/ duty cycle, return to zero with a
                    bipolar violation every eighth pulse (B8RZ).

             18.4.2.2.2   Inter-Building

                    U S WEST shall provide inter-building synchronization at the
                    DS-1 rate, and the BITS shall accept the primary and/or
                    secondary synchronization links from BITS in other buildings
                    where necessary. From hierarchical considerations, the BITS
                    shall be the highest stratum clock within the building and
                    U S WEST shall provide operations capabilities. When
                    available, such capability includes, but is not limited to,
                    synchronization reference provisioning; synchronization
                    reference status inquiries; timing mode status inquiries;
                    and alarm conditions.

    18.4.3   Synchronization Distribution Requirements

             18.4.3.1     Central office BITS shall contain redundant clocks
                          meeting or exceeding the requirements for a stratum 3
                          clock as specified in ANSI T1.101-1994 and ANSI
                          TI.105.09 and Bellcore GR-NWT-001244 Clocks for the
                          Synchronized Network: Common Genetic Criteria.

             18.4.3.2     Central office BITS shall be powered by primary and
                          backup power sources.

             18.4.3.3     If both reference inputs to the BITS are interrupted
                          or in a degraded mode (meaning off frequency greater
                          than twice the minimum accuracy of the BITS, loss of
                          frame, excessive bit errors, or in Alarm Indication
                          Signal), then the stratum clock in the BITS shall
                          provide the necessary bridge in timing to allow the
                          network to operate without a frame repetition or
                          deletion (slip free)

                                      51

<PAGE>


                                                                   Attachment 3


                          with better performance than specified in these
                          technical references specified in 18.4.3.1.

             18.4.3.4     DS-1s multiplexed into a SONET synchronous payload
                          envelope within an STS-n (where "n" is defined in ANSI
                          T1.105-1995) signal shall not be used as reference
                          facilities for network synchronization.

             18.4.3.5     The total number of Network Elements cascaded from the
                          stratum 1 source shall be minimized.

             18.4.3.6     A Network Element shall receive the synchronization
                          reference signal only from another Network Element
                          that contains a clock of equivalent or superior
                          quality (stratum level).

             18.4.3.7     U S WEST shall select for synchronization those
                          facilities shown to have the greatest degree of
                          availability (absence of outages).

             18.4.3.8     Where possible, all primary and secondary
                          synchronization facilities shall be physically diverse
                          (this means the maximum feasible physical separation
                          of synchronization equipment and cabling).

             18.4.3.9     No timing loops shall be formed in any combination of
                          primary and secondary facilities.

             18.4.3.10    U S WEST shall continuously monitor the BITS for
                          synchronization related failures.

             18.4.3.11    U S WEST shall continuously monitor all equipment
                          transporting synchronization facilities for
                          synchronization related failures.

             18.4.3.12    For non-SONET equipment, U S WEST shall provide
                          synchronization facilities which, at a minimum, comply
                          with the standards set forth in ANSI T1.101-1994.

             18.4.3.13    For SONET equipment, U S WEST shall provide
                          synchronization facilities that have time deviation
                          (TDEV) for integration times greater than 0.05 seconds
                          and less than or equal to ten (10) seconds, that is
                          less than or equal to 100 nanoseconds. TDEV, in
                          nanoseconds, for integration times greater than ten
                          (10) seconds and less than 1000 seconds, shall be less
                          than 31.623 times the square-root of the integration
                          time.

     18.5    SS7 Network Interconnection

             18.5.1   Definition:

                      SS7 Network Interconnection is the interconnection of AT&T
                      local Signaling Transfer Point (STPs) with U S WEST STPs.
                      This interconnection provides connectivity that enables
                      the exchange of SS7 messages among U S WEST switching
                      systems and databases, AT&T local or tandem switching
                      systems, and other third-party switching systems directly
                      connected to the U S WEST SS7 network.

                                      52

<PAGE>


                                                                   Attachment 3


             18.5.2   Technical Requirements

                18.5.2.1     SS7 Network Interconnection shall provide
                             signaling connectivity to all components of
                             the U S WEST SS7 network through U S WEST
                             STPs. These include:

                             18.5.2.1.1   U S WEST local or tandem
                                          switching systems;

                             18.5.2.1.2   U S WEST databases; and

                             18.5.2.1.3   other third-party local or
                                          tandem switching systems.

                18.5.2.2     The connectivity provided by SS7 Network
                             Interconnection shall support the functions
                             of U S WEST switching systems and databases
                             and AT&T or other third-party switching
                             systems with A-link access to the U S WEST
                             SS7 network.

                18.5.2.3     SS7 Network Interconnection shall provide
                             transport for certain types of Transaction
                             Capabilities Application Part ("TCAP")
                             messages. If traffic is routed based on
                             dialed or translated digits between an AT&T
                             local switching system and a U S WEST or
                             other third-party local switching system,
                             either directly or via a U S WEST tandem
                             switching system, then it is a requirement
                             that the U S WEST SS7 network convey via SS7
                             Network Interconnection the TCAP messages
                             necessary to provide Call Management services
                             (Automatic Callback, Automatic Recall, and
                             Screening List Editing) between the AT&T
                             local STPs and the U S WEST or other third-
                             party STPs.

                18.5.2.4     When the capability to route messages based
                             on Intermediate Signaling Network Identifier
                             ("ISNI") is generally available on U S WEST
                             STPs, the U S WEST SS7 Network shall also
                             convey TCAP messages using SS7 Network
                             Interconnection in similar circumstances
                             where the U S WEST switch routes traffic
                             based on a Carrier Identification Code
                             ("CIC").

                18.5.2.5     SS7 Network Interconnection shall provide all
                             functions of the MTP as specified in ANSI T1.
                             111. This includes:

                             18.5.2.5.1   Signaling Data Link functions,
                                          as specified in ANSI T1.111.2;

                             18.5.2.5.2   Signaling Link functions, as
                                          specified in ANSI T1.111.3; and

                             18.5.2.5.3   Signaling Network Management
                                          functions, as specified in ANSI
                                          T1.111.4.

                18.5.2.6     SS7 Network Interconnection shall provide all
                             functions of the SCCP necessary for Class 0
                             (basic connectionless) service, as specified
                             in ANSI T1.112.


                                      53
<PAGE>


                                                                   Attachment 3


                      18.5.2.7     Where the destination signaling point is a
                                   U S WEST switching system or database, or is
                                   another third-party local or tandem switching
                                   system directly connected to the U S WEST
                                   STPs (SS7 network), SS7 Network
                                   Interconnection shall include final GTT of
                                   messages to the destination and SCCP
                                   Subsystem Management of the destination.

                      18.5.2.8     Where the destination signaling point is an
                                   AT&T local or tandem switching system, SS7
                                   Network Interconnection shall include
                                   intermediate GTT of messages to a gateway
                                   pair of AT&T local STPs, and shall not
                                   include SCCP Subsystem Management of the
                                   destination.

                      18.5.2.9     SS7 Network Interconnection shall provide all
                                   functions of the Integrated Services Digital
                                   Network User Part (ISDNUP), as specified in
                                   ANSI T1.113.

                      18.5.2.10    SS7 Network Interconnection shall provide all
                                   functions of the TCAP, as specified in ANSI
                                   T1.114.

                      18.5.2.11    If and when inter-network MTP Routing
                                   Verification Test (MRVT) and SCCP Routing
                                   Verification Test (SRVT) become approved ANSI
                                   standards and available capabilities of both
                                   U S WEST and AT&T STPs, SS7 Network
                                   Interconnection shall provide these functions
                                   of the OMAP.

                                   18.5.2.11.1   The Parties shall develop a
                                                 mutually agreed upon interim
                                                 process for MRVT and SRVT
                                                 within ninety (90) days of the
                                                 Effective Date of this
                                                 Agreement. Either Party shall
                                                 be allowed to shut off
                                                 MRVT/SRVT for preservation of
                                                 network integrity.

                      18.5.2.12    SS7 Network Interconnection shall be equal to
                                   or better than the following performance
                                   requirements:

                                   18.5.2.12.1   MTP Performance, as specified
                                                 in ANSI T1.111.6;

                                   18.5.2.12.2   SCCP Performance, as specified
                                                 in ANSI T1.112.5; and

                                   18.5.2.12.3   ISDNUP Performance, as
                                                 specified in ANSI T1.113.5.

              18.5.3   Interface Requirements

                      18.5.3.1     U S WEST shall offer the following SS7
                                   Network Interconnection options to connect
                                   AT&T or AT&T-designated STPs to the U S WEST
                                   STPs (SS7 network):

                                   18.5.3.1.1    D-link interface from AT&T
                                                 STPs.

                      18.5.3.2     Each interface shall be provided by one or
                                   more sets (layers) of signaling links, as
                                   follows:

                                   18.5.3.2.1    A D-link layer shall consist of
                                                 four links.


                                      54

<PAGE>


                                                                   Attachment 3


                      18.5.3.3     The Signaling Point of Interconnection
                                   ("SPOI") for each link shall be located at a
                                   cross-connect element, (e.g., DSX-1) in the
                                   central office where the U S WEST STPs is
                                   located. There shall be a DS-1 or higher rate
                                   transport interface at each of the SPOIs.
                                   Each signaling link shall appear as a DS-0
                                   channel within the DS-1 or higher rate
                                   interface. U S WEST shall offer higher rate
                                   DS-1 signaling links for interconnecting AT&T
                                   local switching systems or STPs with U S WEST
                                   STPs as soon as these become approved ANSI
                                   standards and available capabilities of U S
                                   WEST STPs.

                                   18.5.3.3.1    In each LATA, there will be two
                                                 (2) SPOIs. The requirement for
                                                 two SPOIs is driven by the
                                                 critical importance attached by
                                                 the Parties to signaling link
                                                 diversity.

                                   18.5.3.3.2    Each Party will designate one
                                                 (1) of the two (2) SPOIs in a
                                                 reasonable and efficient
                                                 location in the LATA. A SPOI
                                                 can be any existing cross
                                                 connect point in the LATA.

                                   18.5.3.3.3    Each signaling link requires a
                                                 port on each Party's STP.

                      18.5.3.4     Where available, the U S WEST central office
                                   shall provide intraoffice diversity between
                                   the SPOIs and the U S WEST STPs, so that no
                                   single failure of intraoffice facilities or
                                   equipment shall cause the failure of both D-
                                   links in a layer connecting to U S WEST's
                                   STPs.

                      18.5.3.5     The protocol interface requirements for SS7
                                   Network Interconnection include the MTP,
                                   ISDNUP, SCCP and TCAP. These protocol
                                   interfaces shall conform to the following
                                   specifications:

                                   18.5.3.5.1    Bellcore GR-905-CORE, Common
                                                 Channel Signaling Network
                                                 Interface Specification
                                                 (CCSNIS) Supporting Network
                                                 Interconnection, Message
                                                 Transfer Part (MTP), and
                                                 Integrated Services Digital
                                                 Network User Part (ISDNUP);

                                   18.5.3.5.2    Bellcore GR-1428-CORE, CCS
                                                 Network Interface Specification
                                                 (CCSNIS) Supporting Toll Free
                                                 Service;

                                   18.5.3.5.3    Bellcore GR-1429-CORE, CCS
                                                 Network Interface Specification
                                                 (CCSNIS) Supporting Call
                                                 Management Services; and

                                   18.5.3.5.4    Bellcore GR-1432-CORE, CCS
                                                 Network Interface Specification
                                                 (CCSNIS) Supporting Signaling
                                                 Connection Control Part (SCCP)
                                                 and Transaction Capabilities
                                                 Application Part (TCAP).

                      18.5.3.6     To the extent technically feasible, U S WEST
                                   shall set message screening parameters to
                                   block accept messages from AT&T local or
                                   tandem switching systems destined to any
                                   signaling point in the


                                      55

<PAGE>


                                                                   Attachment 3


                                 U S WEST SS7 network with which the AT&T
                                 switching system has a legitimate signaling
                                 relation.

                  18.5.4   SS7 Network Interconnection shall be equal to or
                           better than all of the requirements for SS7 Network
                           Interconnection set forth in the following technical
                           references:

                      18.5.4.1   ANSI T1.110-1992 American National Standard
                                 Telecommunications Signaling System Number 7
                                 (SS7) - General Information;

                      18.5.4.2   ANSI T1.111-1992 American National Standard for
                                 Telecommunications - Signaling System Number 7
                                 (SS7) - Message Transfer Part (MTP);

                      18.5.4.3   ANSI T1.111A-1994 American National Standard
                                 for Telecommunications - Signaling System
                                 Number 7 (SS7) - Message Transfer Part (MTP)
                                 Supplement;

                      18.5.4.4   ANSI T1.112-1992 American National Standard for
                                 Telecommunications - Signaling System Number 7
                                 (SS7) - Signaling Connection Control Part
                                 (SCCP);

                      18.5.4.5   ANSI T1.113-1995 American National Standard for
                                 Telecommunications - Signaling System Number 7
                                 (SS7) - Integrated Services Digital Network
                                 (ISDN) User Part;

                      18.5.4.6   ANSI T1.114-1992 American National Standard for
                                 Telecommunications - Signaling System Number 7
                                 (SS7) - Transaction Capabilities Application
                                 Part (TCAP);

                      18.5.4.7   ANSI T1.115-1990 American National Standard for
                                 Telecommunications - Signaling System Number 7
                                 (SS7) - Monitoring and Measurements for
                                 Networks;

                      18.5.4.8   ANSI T1.116-1990 American National Standard for
                                 Telecommunications - Signaling System Number 7
                                 (SS7) - Operations, Maintenance and
                                 Administration Part (OMAP);

                      18.5.4.9   ANSI T1.118-1992 American National Standard for
                                 Telecommunications - Signaling System Number 7
                                 (SS7) - Intermediate Signaling Network
                                 Identification (ISNI);

                      18.5.4.10  Bellcore GR-905-CORE, Common Channel Signaling
                                 Network Interface Specification (CCSNIS)
                                 Supporting Network Interconnection, Message
                                 Transfer Part (MTP), and Integrated Services
                                 Digital Network User Part (ISDNUP);

                      18.5.4.11  Bellcore GR-954-CORE, CCS Network Interface
                                 Specification (CCSNIS) Supporting Line
                                 Information Database (LIDB) Service;


                                      56

<PAGE>


                                                                   Attachment 3


                      18.5.4.12  Bellcore GR-1428-CORE, CCS Network Interface
                                 Specification ("CCSNIS") Supporting Toll Free
                                 Service;

                      18.5.4.13  Bellcore GR-1429-CORE, CCS Network Interface
                                 Specification (CCSNIS) Supporting Call
                                 Management Services; and

                      18.5.4.14  Bellcore GR-1432-CORE, CCS Network Interface
                                 Specification (CCSNIS) Supporting Signaling
                                 Connection Control Part (SCCP) and Transaction
                                 Capabilities Application Part (TCAP).


                                      57

<PAGE>

                               TABLE OF CONTENTS

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

2.  General Description........................................................................................  1

3.  Location of Interconnection................................................................................  2

4.  Collocation................................................................................................  2

5.  Entrance Facility..........................................................................................  2

6.  Quality of Interconnection.................................................................................  2

7.  Points of Interconnection..................................................................................  2

8.  Trunking Requirements......................................................................................  3

9.  Service Interruptions......................................................................................  5

10. Forecasting................................................................................................  6

11. Signaling..................................................................................................  11

12. Ordering...................................................................................................  11

13. Network Management.........................................................................................  12

14. Usage Measurement......................................................................................,...  12

15. Audiotext and Mass Announcement Services...................................................................  13

16. Interconnection to Network Elements........................................................................  13

17. Reciprocal Traffic Exchange................................................................................  15
</TABLE>
<PAGE>

                                INTERCONNECTION

1.       Definitions

         1.1      For purposes of this Attachment 4, "Interconnection" is the
                  linking of the U S WEST and AT&T networks for the mutual
                  exchange of traffic. Interconnection does not include the
                  transport and termination of traffic. Interconnection is
                  provided by virtual or physical collocation, entrance
                  facilities or meet point arrangements.

2.       General Description

         2.1      U S WEST will provide Interconnection at any technically
                  feasible point, subject tonegotiations between the Parties;
                  such points may include, but not be limited to, a Meet Point,
                  the line side distribution frame of the local switch, the
                  trunk side distribution frame of the local switch, trunk
                  interconnection points of the tandem switch, central office
                  cross- connect points, and Signaling Transfer Points necessary
                  to exchange traffic and access call related databases.

         2.2      AT&T shall designate at least one POI in the LATA in which
                  AT&T originates local traffic and interconnects with U S WEST.
                  Where U S WEST demonstrates that such point of interconnection
                  is not technically feasible, U S WEST may disagree with the
                  point of interconnection, and the parties shall resolve such
                  disagreement pursuant to the ADR process set forth in this
                  Interconnection Agreement. In addition, where U S WEST can
                  show that there exists a substantially more economical means
                  for making interconnection at a point that will provide AT&T
                  with at least the same functionality that would exist if the
                  interconnection were made at the point and in the fashion
                  proposed by AT&T, U S WEST may disagree with the point of
                  interconnection, and the parties shall resolve such
                  disagreement pursuant to the ADR process set forth in this
                  Interconnection Agreement./1/ AT&T will be responsible for
                  engineering and maintaining its network on its side of the
                  POI. If and when the Parties choose to interconnect at a mid-
                  span meet, AT&T and U S WEST will jointly provision the fiber
                  optic facilities that connect the two (2) networks and shall
                  share the financial and other responsibilities for that
                  facility.

        2.3       Within ten (10) Business Days of AT&T's request for any POI, U
                  S WEST shall provide any information in its possession or
                  available to it regarding the environmental conditions of the
                  interconnection route or location including, but not limited
                  to, the existence and condition of asbestos, lead paint,
                  hazardous substance contamination, or radon. Information is
                  considered "available" under this Agreement if it is in U S
                  WEST's possession, or in the possession of a current or former
                  agent, contractor, employee, lessor, or tenant of U S WEST's.

         2.4      U S WEST shall allow AT&T to perform any environmental site
                  investigations, including, but not limited to, asbestos
                  surveys, AT&T deems to be necessary in support of its
                  collocation needs. AT&T shall advise U S WEST in writing of
                  its intent to conduct any such investigations, and shall
                  receive written approval from U S WEST to proceed with the
                  investigation, which approval shall not be unreasonably
                  withheld. AT&T shall indemnify U S WEST in accordance with the
                  provisions of Section 18 of Part A of this Agreement for

_________________________
/1/ Per First Order at 2, Second Order at 1. Second Order at 2.
<PAGE>


                   any loss or claim for damage suffered by U S west as a result
                   of AT&T's actions during any site inspection

3.       Location of Interconnection

         3.1       AT&T will be responsible for implementing and maintaining its
                   network on its side of the POI. U S WEST will be responsible
                   for implementing and maintaining its network on its side of
                   the POI. If and when the Parties choose to interconnect at a
                   Meet Point, AT&T and U S WEST will jointly provision the
                   fiber optic facilities that connect the two networks and
                   shall proportionately share the financial and other
                   responsibilities for that facility based on the r easonably
                   negotiated Meet Point percentage.

         3.2       If interconnection is complicated by the presence of
                   environmental contamination or hazardous materials, and an
                   alternative route is available, U S WEST shall make such
                   alternative route available for AT&T's consideration.

4.       Collocation

         4.1       Interconnection may be accomplished through either virtual or
                   physical Collocation. The terms and conditions under which
                   Collocation will be available are described in Part A of this
                   Agreement.

5.       Entrance Facility

         5.1      Interconnection may be accomplished using an entrance facility
                  without the need for collocation. An entrance facility extends
                  from the Point of Interface to a point within a U S WEST
                  central office.

6.       Quality of Interconnection

         6.1      U S WEST will not, for the purpose of Interconnection, provide
                  to AT&T less favorable terms and conditions than it provides
                  Itself or any other Person or in a manner less efficient than
                  it would impose on Itself or any other Person. The quality of
                  Interconnection will be at least equal to that U S WEST
                  provides to Itself or any other Person. To the extent that
                  AT&T requests higher or lower quality Interconnection, AT&T
                  agrees to use the Bona Fide Request process described in Part
                  A of this Agreement.

7.       Points of Interconnection

         7.1      Upon a request for specific point to point routing, U S WEST
                  will make available to AT&T information indicating the
                  location and technical characteristics of U S WEST's network
                  facilities. The following alternatives are negotiable and
                  include, but are not limited to: (a) a DS-1 or DS-3 entrance
                  facility, where facilities are available (where facilities are
                  not available and U S WEST is required to build special or
                  additional facilities, special construction charges may
                  apply); (b) virtual collocation; (c) physical collocation; and
                  (d) negotiated Meet Point facilities. Each Party is
                  responsible for providing its own facilities up to the Meet
                  Point. The Parties will negotiate the facilities arrangement
                  between their networks.
<PAGE>

8.       Trunking Requirements

         8.1   U S WEST agrees to provide designed interconnection facilities
               that meet the same industry standards for technical criteria and
               service standards, such as the probability of blocking in peak
               hours and transmission standards.

         8.2   The Parties shall initially reciprocally terminate local exchange
               traffic and intraLATA/interLATA toll calls originating on each
               other's networks as follows:

               8.2.1  There shall be no restrictions on traffic types carried.
                      AT&T may combine Toll and Local Traffic originating in
                      AT&T's switches and terminating in U S WEST end offices
                      and tandems on the same trunk group under the following
                      conditions:

                      8.2.1.1  When Local Traffic is carried on trunks with
                               IntraLATA/InterLATA Toll Traffic, the Local
                               Traffic shall be less than 20% of all such
                               traffic on an aggregate basis. Trunks which carry
                               only Local Traffic shall not be included in this
                               calculation.

                      8.2.1.2  When Local Traffic is carried on trunks with
                               IntraLATA/InterLATA Toll Traffic, at least 80% of
                               such traffic shall be transported over direct
                               trunks from the AT&T switch to the U S WEST End
                               Office Switch. Trunks which carry only Local
                               Traffic shall not be included in this
                               calculation.

                      8.2.1.3  A verifiable and auditable means of assuring AT&T
                               is in compliance with the preceding Sections
                               8.2.1.1 and 8.2.1.2 must be provided by AT&T to U
                               S WEST.

                      8.2.1.4  Management controls for network traffic shall be
                               as specified in Section 13 of this Attachment./2/


               8.2.2  Untile the access structure is rrevised, to accommodate
                      non-segregated traffic, pursuant to rules promulgated by
                      the FCC or the Commission, two-way trunk groups will be
                      established wherever practical, based upon AT&T's request.
                      If Local Traffic and Toll Traffic are combined in one (1)
                      trunk group, AT&T shall provide a measure of the amount of
                      Local and Toll Traffic relevant for billing purposes to U
                      S WEST. U S WEST may audit the traffic reported to it by
                      AT&T if it has reason to believe the reported measurement
                      is not accurate. Such audit shall be conducted in
                      accordance with the Audit Section set forth in this
                      Agreement./3/ Exceptions to this provision will not be
                      based on technical infeasibility, but will be based on
                      billing, signaling, and network requirements. For example,
                      exceptions include: (a) billing requirements-switched
                      access vs. local traffic, (b) signaling requirements - MF
                      vs. SS7, (c) network requirements -Directory Assistance
                      traffic to TOPS tandems, and (d) one-way

__________________________________
/2/ Per Fourth Order at pages 1-2
/3/ Per Fourth Order at pages 1-2.
<PAGE>

                      trunks for 911/E911. The following is the current list of
                      traffic types that require separate trunk groups, unless
                      otherwise specifically stated in this Agreement:

                      (a)     intraLATA toll and interLATA switched access
                              trunks
                      (b)     EAS/local trunks
                      (c)     Directory Assistance trunks
                      (d)     911/E911 trunks
                      (e)     Operator Services trunks
                      (f)     Non-U S WEST toll (transit toll to other
                              providers)
                      (g)     Non-U S WEST local (transit local to other
                              providers)
                      (h)     Commercial Mobile Radio Service/Wireless traffic

             8.2.3    If U S WEST can demonstrate that any need for network
                      reinforcement would not be otherwise necessary but for the
                      combined transport of CLEC local and toll traffic through
                      U S WEST's access tandem switch, it shall be entitled to a
                      sharing of the costs of such reinforcement; such cost-
                      sharing to be on a basis that is to be determined by
                      agreement of the parties to be equitable under the
                      particular circumstances involved; provided, however, that
                      any CLEC that is required to participate in such cost-
                      sharing may, at its election, transfer its local traffic
                      to a separate trunk group in lieu of participating in such
                      cost-sharing arrangement./4/

     8.3     Separate trunk groups will be established connecting AT&T's switch
             or AT&T's Operator Service center to U S WEST's Operator Service
             center for operator-assisted busy line interrupt/verify. For
             traffic from the U S WEST network to AT&T for Operator Services, U
             S WEST will provide one (1) trunk group per LATA NPA served by the
             local U S WEST switch.

     8.4      Trunk Servicing

              8.4.1   Orders between the Parties to establish, add, change or
                      disconnect trunks shall be processed by use of an Access
                      Service Request ("ASR") or another industry standard for
                      local service ordering.

              8.4.2   As further described in this Agreement, both Parties will
                      jointly manage the capacity of Local Interconnection trunk
                      groups. U S WEST's trunk servicing group will send a Trunk
                      Group Service Request ("TGSR"), or another industry
                      standard eventually adopted to replace the TGSR, to AT&T
                      to trigger changes U S WEST desires to the Local
                      Interconnection trunk groups based on U S WEST's capacity
                      assessment. AT&T will issue an ASR or other industry
                      ordering standard to U S WEST:

                      (a)     within ten (10) Business Days after receipt of the
                              TGSR, upon review of and in response to U S WEST's
                              TGSR, or

                      (b)     at any time, as a result of AT&T's own capacity
                              management assessment, to begin the provisioning
                              process. The interval used for the provisioning of
                              Local Interconnection trunk groups shall be no
                              longer than the standard interval for the
                              provisioning of U S WEST's Switched Access service
                              and
__________________________

/4/ Per Fourth Order at pages 1-2.
<PAGE>

                              shall be consistent with U S WEST's actual
                              provisioning intervals for its own Switched Access
                              customers.


               8.4.3    U S WEST will attempt to meet AT&T's requested due date
                        for the provision of Local Interconnect trunk groups.
                        Where the installation of Local Interconnection trunk
                        groups is required within a time that is shorter than
                        the standard interval, the Parties will make all
                        reasonable efforts and cooperate in good faith to ensure
                        that the mutually agreed upon due date is met.

               8.4.4    Orders that comprise a major project may be submitted at
                        the same time, in which case their implementation shall
                        be jointly planned and coordinated. Major projects are
                        those that require the coordination and execution of
                        multiple orders or related activities between and among
                        U S WEST and AT&&T/MCIm work groups, including, but not
                        limited to, the initial establishment of Local
                        Interconnection or Meet Point trunk groups and service
                        in an area, NXX code moves, re-homes, facility grooming,
                        or network rearrangements.

         8.5   Trunking Requirements

               8.5.1    Trunk group connections will be made at a DS-1 or
                        multiple DS-1 level for exchange of EAS/local, intraLATA
                        toll, wireless/Commercial Mobile Radio Service, and
                        Switched Access Traffic. Ancillary Service trunk groups
                        will be made below a DS-1 level, as agreed to by the
                        Parties.

               8.5.2    Where CCS is not available, in-band multi-frequency (MF)
                        wink start signaling will be provided. This MF
                        arrangement will require a separate local trunk circuit
                        between AT&T's switch and U S WEST's tandems. Reference
                        Technical Pub. TR-314 and TR394.

               8.5.3    The proper mix of direct trunked and tandem switched
                        transport of DS-1 equivalency (24 voice grade trunks) is
                        a reasonable standard that the Parties shall follow. A
                        mix of direct-trunked and tandem-switched transport may
                        maximize the efficiency and economy of network
                        operations. AT&T may, at its option, examine pursuant to
                        the BFR process whether (a) this standard is unnecessary
                        and causes it to bear significant expense in a
                        particular case or (b) experience and knowledge that it
                        has gained over time under the Interconnection Agreement
                        show that a difference standard is appropriate. /5/

9.       Service Interruptions

         9.1   Standards and procedures for notification of trunk disconnects
               will be jointly developed by the Parties within ninety (90) days
               after request. Neither Party shall be expected to maintain active
               status for a trunk disconnected by the other Party for an
               extended or indefinite period of time.


         9.2   The characteristics and methods of operation of any circuits,
               facilities or equipment of either Party connected with the
               services, facilities or equipment of the other Party pursuant to
               this Agreement shall not: (a) interfere with or impair service
               over any facilities of the other Party;

____________________________
/5/ Per First Order at 3

<PAGE>

               its Affiliates, or its connecting and concurring carriers
               involved in its services; (b) cause damage to their plant; (c)
               violate any applicable law or regulation regarding the invasion
               of privacy of any communications carried over the Party's
               facilities; or (d) create hazards to the employees of either
               Party or to the public.

         9.3   Each Party shall be solely responsible, and bear the expense, for
               the overall design of its services. Each Party shall also be
               responsible for any redesign or rearrangement of its services
               that may be required because of changes in facilities, operations
               or procedures, minimum network protection criteria, and operating
               or maintenance characteristics of the facilities. If one Party
               creates a circumstance causing additional costs to the other
               Party, the other Party may collect construction charges from the
               first Party.

         9.4   To facilitate trouble reporting and to coordinate the repair of
               the service provided by each Party to the other under this
               Agreement, each Party shall designate and define a Trouble
               Reporting Control Office ("TRCO") for such service. Each Party
               shall furnish a trouble reporting telephone number for the
               designated TRCO. This number shall have access to the location
               where facility records are normally located and where current
               status reports on any trouble reports are readily available.
               Current and historical trouble reports will be made available, if
               necessary. Alternative out-of-hours procedures shall be
               established to ensure access to a location that is staffed and
               has the authority to initiate corrective action.

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

         9.6   The Parties shall cooperate in isolating trouble conditions.
               Before either Party reports a trouble condition, it shall use
               reasonable efforts to isolate the trouble.

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

         10.   Forecasting/6/

         10.1  Interconnecting carriers and US WEST have an obligation to
               participate in joint planning meetings at quarterly intervals to
               establish trunk design and provisioning requirements. The
               planning process shall will include the issues of network
               capacity, forecasting, and compensation calculation, where
               appropriate.

         10.2  In order to support these planning meetings, the Parties agree to
               provide mutual trunk forecast information to ensure customer call
               completion between the Parties networks. Such forecasts will be
               for Local Interconnection Service (LIS) trunking, which affects
               the switch hook capacity of each Party. LIS trunk forecasts drive
               switch growth jobs that provide switch hook capacity.

               10.2.1   The Parties shall provide to each other quarterly
                        forecasts that give to the other all information that
                        the recipient needs to plan, design,

______________________________
/6/ Per Sixth Order at 13-18
<PAGE>

                        and install on a timely basis all trunking facilities
                        that are necessary to exchange traffic between them.

               10.2.2   At least two weeks prior to each joint planning meeting,
                        both Parties shall provide information on major network
                        projects anticipated for the following year, where such
                        projects may affect the other Party s forecast or
                        interconnection requirements. Major network projects
                        include trunking or network rearrangements, shifts in
                        anticipated traffic patterns, or other activities that
                        are reflected by a significant increase or decrease in
                        trunking demand for the following forecasting period.

               10.2.3   The quarterly forecasts shall include forecasted
                        requirements for each trunk group identified in
                        Paragraph 8.2.1 of this Attachment. In addition, for
                        tandem-switched traffic, the forecast shall include the
                        quantity of tandem-switched traffic forecasted for each
                        subtending end office. For traffic terminated at a Party
                        s access tandem, the information shall include that
                        which is required by the party to plan for appropriate
                        handling of the traffic. To the extent historical
                        traffic data can be shared between the Parties, the
                        accuracy of the forecasts will improve. Forecasts shall
                        be for a minimum of three (3) (current and plus-1 and
                        plus-2) years.

               10.2.4   The Parties recognize that many types of growth jobs
                        generally require a six (6) month minimum time frame for
                        completion. The Parties obligation to provide timely
                        information for these jobs will recognize this time
                        frame.

               10.2.5   The forecast, project, and supporting information
                        provided in writing or at planning meetings under this
                        section shall be deemed to be confidential and
                        proprietary for purposes of Section 28 of this
                        agreement.

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

          10.4 Trunking can be established to tandems or end offices or a
               combination of both via either one-way or two-way trunks.
               Trunking will be at the DS-0 level, DS-1 level, DS-3 level, or at
               any other technically feasible level, subject to network
               disclosure requirements of the FCC. Initial trunking will be
               established between AT&T s switching centers and US WEST s access
               tandem(s). The Parties will utilize direct end office trunking
               under the following conditions:

               10.4.1   Tandem exhaust - If a tandem through which the parties
                        are interconnected is unable to, or is forecasted to be
                        unable to, support additional traffic loads for any
                        period of time, the Parties will mutually agree on an
                        end office trunking plan that will alleviate the tandem
                        capacity shortage and ensure
<PAGE>

                        completion of traffic between AT&T and US WEST
                        subscribers.

               10.4.2   Traffic volume - The Parties shall install and retain
                        direct end office trunking sufficient to handle actual
                        or reasonably forecasted traffic volumes, whichever is
                        greater, between an AT&T switching center and a US WEST
                        end office where the local traffic exceeds or is
                        forecasted to exceed 512 CCS at the busy hour.

               10.4.3   Mutual agreement - The Parties may install direct end
                        office trunking upon mutual agreement in the absence of
                        conditions (1) or (2) above, which agreement shall not
                        unreasonably be withheld.

         10.5  The Parties shall have a mutual obligation to work to resolve
               forecast differences within a time frame that will permit the
               timely construction of facilities that are necessary to meet
               forecasts. This obligation shall include good faith efforts to
               institute and complete the use of the dispute resolution
               procedures of Section 27 to resolve such differences. Upon the
               request of either Party, the Parties shall negotiate in good
               faith to develop expedited rules and procedures that will allow
               the use of Section 27 procedures to resolve forecast differences
               on a basis that will permit the timely construction of facilities
               that may prove necessary.

         10.6  Compensation in the Event of Capacity Surpluses

         The constructing Party may seek compensation for the actual cost of
         construction of facilities that prove unnecessary under the following
         conditions:

               (A) One party, not necessarily the one seeking compensation under
               this provision, must have promptly requested resolution of
               forecast differences under Section 10.5 above.

               (B) The initiation of such a request under Section 10.5 shall be
               sufficient notice to each Party that it is at risk of having to
               make compensation under this section, whether or not such request
               comes to final resolution by a third party on a timely basis.

               (C) Compensation to the constructing Party shall only be awarded
               if greater than 20 percent (in addition to any spare or reserve
               capacity already included as a result of the application of
               demonstrable planning guidelines or criteria) of the capacity in
               the constructed facilities is actually unused because of an over-
               forecast by the other Party. For example, no compensation is to
               be awarded if capacity unused due to the over-forecast is 20
               percent. If such unused capacity is 25 percent, then the
               constructing Party shall be entitled to payment for all 25
               percent of such capacity. Moreover, usage of the facilities by
               all parties, including but not limited to the constructing Party
               and any persons not party to this agreement, shall be accumulated
               for purposes of determining the used portion of such facilities.
               The basis for measuring the difference in actual versus
<PAGE>

                  forecasted capacity at each point in time shall be made by
                  comparing actual use at that time against use forecasted to
                  exist at that time.

                  (D) The constructing Party shall be obliged to show that it
                  has undertaken reasonable means to mitigate the revenue
                  impacts of such unused capacity.

                  (E) The Party responsible for making compensation under this
                  section shall have the right to elect to make a one-time
                  payment of the fully allocated costs of such unused capacity
                  or to make recurring payments at prices set forth in this
                  agreement. In the case of the former election, the Party so
                  responsible shall have the right to use the capacity without
                  further charge for the capacity itself (as opposed to its
                  operation and maintenance) by the constructing Party. In the
                  case of the latter election, the constructing Party shall have
                  the continuing obligation to mitigate revenue impacts and it
                  shall credit the other Party at the prices set forth in this
                  agreement for all use of such capacity by any other person,
                  including but not limited to the constructing Party and any
                  persons not party to this agreement.

         10.7     Compensation in the Event of Capacity Shortages

         Regardless of the level of facility needs determined through forecasts,
         the Parties agree that they will undertake the following measures upon
         request of the other to provide LIS trunking facilities to meet any
         actual unmet needs:

                  (A) Release the Party s own underutilized trunks for the
                  purpose of providing sufficient interconnection capacity
                  between them.

                  (B) Request that other providers release unneeded trunks to
                  which they are entitled to have access ( brokering ). The
                  brokering process will be conducted in a manner that does not
                  result in the disclosure of either Party s confidential or
                  proprietary information to third parties, including such other
                  providers.

                  (C) Expedite trunk installation or augmentation.

                  10.7.1   Where the unmet  needs  are among  needs  that can be
                           shown  to be  included  within  (a)  an  agreed  upon
                           forecast  or (b) a forecast  level  determined  to be
                           appropriate through the dispute resolution procedures
                           described in Section 10.5, there shall be no recovery
                           from the other  Party for the costs of taking  any of
                           the  aforementioned  three measures.  Where the unmet
                           needs  exceed  those  included in either of the above
                           two  types of  forecasts,  a Party who  requests  the
                           other to take either of those  measures  shall pay to
                           the other Party its reasonable  costs for undertaking
                           those  measures that are  undertaken at the direction
                           of the requesting Company.

                  10.7.2   In addition to the measures set forth in section
                           10.7.1, a Party that requests LIS trunking facilities
                           in excess of a forecast such as those described in
                           section 10.7.1 may select the following options:
<PAGE>

                           (A)      Cancel its request.

                           (B)      Pay the other Party s reasonable costs for
                                    expedited construction of the additional
                                    facilities.

                  10.7.3   Where there has been neither of the two types of
                           forecasts described in section 10.7.1, a Party who
                           requests facilities in excess of those that would
                           have been required to meet its forecast shall be
                           liable to bear the cost of efforts to mitigate the
                           impacts of an actual shortage under the following
                           conditions:

                           (A) One party, not necessarily the one seeking
                           compensation under this provision must have promptly
                           requested resolution of forecast differences under
                           Section 10.5 above.

                           (B) The initiation of such a request under Section
                           10.5 shall be sufficient notice to each Party that it
                           is at risk of having to make compensation under this
                           section, whether or not such request comes to final
                           resolution by a third party on a timely basis.

                           (C) Compensation shall only be awarded to the extent
                           that the forecast of the requesting Party is
                           determined to be greater than what was reasonable at
                           the time that the requesting Party made it. Moreover,
                           compensation shall be limited to the mitigation
                           costs; the prices for the trunking itself shall be as
                           provided elsewhere in this agreement, in order to
                           preclude double compensation.

         10.8     In the event that the parties agree to a forecast, or in the
                  event that their differences with respect to a forecast are
                  resolved under Section 27 procedures in a manner that supports
                  timely capacity installations, neither Party shall be liable
                  to the other for compensation related to capacity surpluses or
                  shortages, except in either of the following two situations:

                           where a Party can demonstrate that the other Party s
                           grossly negligent or intentional errors or omissions
                           contributed substantially to the production of such
                           an agreed to or resolved forecast.

                           where circumstances beyond the control of either
                           Party result in the failure of forecasted demand
                           arise and a constructing Party is left without
                           reasonable assurances that it will be able to recover
                           its investment in the constructed facilities during
                           their expected life.

         10.9     The compensation provisions of this section shall not be
                  construed to diminish any rights that a Party may have to
                  compensation or damages under any other provision of this
                  agreement.

         10.10    Grade of Service:
<PAGE>

                  A blocking standard of one percent (1%) during the average
                  busy day-busy hour, as defined by each Party's standards, for
                  final trunk groups between an AT&T end office and a U S WEST
                  access tandem carrying Meet Point traffic shall be maintained.
                  All other final trunk groups are to be engineered with a
                  blocking standard of one percent (1%). Direct end office trunk
                  groups are to be engineered with a blocking standard of one
                  percent (1%).

11.      Signaling

         11.1     Signaling protocol. The Parties will interconnect their
                  networks using SS7 signaling as defined in GR-317 and GR-394,
                  including ISDN User Part ("ISUP") for trunk signaling and
                  Transaction Capabilities Application Part ("TCAP") for CCS-
                  based features in the interconnection of their networks. All
                  appropriate industry standards for signaling interoperability
                  will be followed.

         11.2     The Parties will provide CCS to each other in conjunction with
                  all trunk groups supporting Local, Transit, and Toll Traffic.
                  The Parties will cooperate on the exchange of TCAP messages to
                  facilitate full interoperability of CCS-based features between
                  their respective networks, including all CLASS features and
                  functions. All CCS signaling parameters will be provided,
                  including automatic number identification (ANI), originating
                  line information (OLI), calling party category, charge number,
                  etc. For terminating Feature Group D, the Parties will pass
                  CPN if it receives CPN from Feature Group D carriers. All
                  privacy indicators will be honored. Where available, network
                  signaling information such as Transit Network Selection
                  ("TNS") parameter (CCS platform) and CIC/OZZ information (non-
                  CCS environment) will be provided by the Parties wherever such
                  information is needed for call routing or billing. The Parties
                  will follow all appropriate industry standards pertaining to
                  TNS and CIC/OZZ codes.

         11.3     Standard Interconnection facilities shall be Extended
                  Superframe (ESF) with B8ZS line code. Where ESF/B8ZS is not
                  available, AT&T will agree to using other Interconnection
                  protocols on an interim basis until the standard ESF/B8ZS is
                  available. U S WEST will provide anticipated dates of
                  availability for those areas not currently ESF/B8ZS
                  compatible.

         11.4     Where AT&T is unwilling to utilize an alternate
                  Interconnection protocol, AT&T will provide U S WEST an
                  initial forecast of 64 Kbps clear channel capability ("64K
                  CCC") trunk quantities within thirty (30) days after request
                  consistent with the forecasting agreements between the
                  Parties. Upon receipt of this forecast, the Parties will begin
                  joint planning for the engineering, procurement, and
                  installation of the designated 64K CCC Local Interconnection
                  trunk groups and the associated B8ZS Extended Super Frame
                  facilities, for the purpose of transmitting 64K CCC data calls
                  between AT&T and U S WEST. Where additional equipment is
                  required, such equipment will be obtained, engineered, and
                  installed on the same basis and with the same intervals as any
                  similar growth job for an IXC, AT&T or U S WEST internal
                  customer demand for 64K CCC trunks. Where technically
                  feasible, these trunks will be established as two-way.

12.      Ordering

         12.1     AT&T may order Interconnection points using the ASR process or
                  other industry standard for local service ordering./7/

____________________________

/7/ Per First Order at 2

<PAGE>

         12.2     The specific time frames for responding to interconnection
                  requests are identified in Attachment 5.

         12.3     [Intentionally left blank for numbering Consistency].

         12.4     AT&T shall, on each order for Local Interconnection
                  trunks, specify the AT&T NXXs that are assigned to the trunks.

13.      Network Management

         13.1     Protective Protocols

                  Either Party may use protective network traffic management
                  controls such as 7-digit and 10-digit code gaps on traffic
                  toward each others network when required to protect the public
                  switched network from congestion due to facility failures,
                  switch congestion or failure or focused overload.

         13.2     Rerouting Protocols

                  Where the capability exists, originating or terminating
                  traffic reroutes may be implemented by either Party to
                  temporarily relieve network congestion due to facility
                  failures or abnormal calling patterns. Reroutes will not be
                  used to circumvent normal trunk servicing. Rerouting controls
                  will only be used when mutually agreed to by the Parties.

         13.3     Mass Calling

                  AT&T and U S WEST shall cooperate and share
                  pre-planning information, where available and in compliance
                  with federal and state regulations, regarding cross-network
                  call-ins expected to generate large or focused temporary
                  increases in call volumes, to prevent or mitigate the impact
                  of these events on the public switched network. Furthermore,
                  INP numbers may only be used consistent with network
                  efficiency and integrity, i.e., inhibitions on mass calling
                  events.

14.      Usage Measurement

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

                  14.1.1 Bellcore AMA formatted records to generate bills to the
                         other Party;

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

                  14.1.3 within twenty (20) calendar days after the end of each
                         quarter (commencing with the first full quarter after
                         request), a usage report with the total traffic volume
                         described in terms of minutes and messages and by call
                         type (i.e., local, toll, and other) terminated to each
                         other over SS7 local interconnection trunk groups.
<PAGE>

15.      Audiotext and Mass Announcement Services

         The Parties agree that access to the audiotext, mass announcement and
         information services of one Party may be made available to the other
         Party upon execution of a separate agreement or an amendment to this
         Agreement.

16.      Interconnection to Network Elements

         16.1     Technical Requirements

                  16.1.1   When requested by AT&T, U S WEST shall provide
                           Interconnection between U S WEST Network Elements
                           provided to AT&T and AT&T's network at transmission
                           rates designated by AT&T. If additional equipment
                           beyond that which U S WEST currently has in place is
                           planning to put in place or is otherwise required to
                           have in place is required to meet such transmission
                           rates, the installation and/or acquisition of such
                           equipment shall be accomplished pursuant to the
                           ordering process set forth in this Agreement.

                 16.1.2    Traffic shall be combined and routed as follows:

                           16.1.2.1  At AT&T's request, U S WEST shall receive
                                     AT&T traffic destined to the U S WEST
                                     Operator Systems Network Element, on trunks
                                     from an AT&T end-office or an AT&T tandem.

                           16.1.2.2) At AT&T's request, U S WEST shall receive
                                     AT&T CAMA-ANI (Centralized Automatic
                                     Message Accounting -Automatic Number
                                     identification) traffic destined to the U S
                                     WEST 911 PSAPs, or E911 tandems, on trunks
                                     from an AT&T end-office.

                           16.1.2.3  At AT&T's request, U S WEST shall receive
                                     AT&T SS7 traffic destined to any U S WEST
                                     E911 tandem on trunks from an AT&T end-
                                     office, when SS7 E911 signaling is
                                     available in U S WEST's network.

                 16.1.3    When requested by AT&T and a third party carrier, U S
                           WEST shall provide interconnections between AT&T's
                           network, and the other carrier's network through the
                           U S WEST network at transmission rates designated by
                           AT&T, including, but not limited to, DS-1, DS-3, and
                           STS-1, where available. U S WEST shall combine and
                           route traffic to and from other local carriers and
                           interLATA carriers through the U S WEST network, and,
                           at AT&T's request, U S WEST shall record and keep
                           records of such traffic for AT&T billing purposes to
                           the extent possible.

                 16.1.4    U S WEST shall provide two-way trunk groups for
                           Interconnections. At AT&T's request, and consistent
                           with an efficient network architecture, U S WEST
                           shall provide unidirectional traffic on such trunks,
                           in either direction, effectively operating them as if
                           they were one-way trunk groups.

                 16.1.5    All trunking provided by U S WEST shall adhere to the
                           applicable performance requirements set forth in the
                           "General Performance Requirements" section of this
                           Agreement, pursuant to Sections 1.3.1 and 1.3.2 of
                           Part A of this Agreement.
<PAGE>

                 16.1.6    At AT&T's request, U S WEST shall work cooperatively
                           with AT&T to provide for overflow routing from a
                           given trunk group or groups onto another trunk group
                           or groups as AT&T designates.

                 16.1.7    U S WEST and AT&T shall agree on the establishment of
                           two-way trunk groups for the exchange of traffic for
                           other IXCs. These trunk groups can be provided in a
                           meet point arrangement.

                 16.1.8    Interconnection shall be made available upon AT&T's
                           request at any technically feasible Point of
                           Interface. All trunk interconnections shall be
                           provided, including SS7, MF, DTMF, DialPulse, PRI-
                           ISDN (where available), DID (Direct Inward Dialing),
                           CAMA-ANI, and trunking necessary so that INP can be
                           provided.

         16.2     Trunk Interface Requirements

                  16.2.1   E911 Trunks

                           16.2.1.1    U S WEST shall allow AT&T to provide
                                       direct trunking to each U S WEST E911 end
                                       office or tandem, as is appropriate for
                                       the applicable serving area. These trunks
                                       are to be provided as one-way trunks from
                                       a given AT&T end office to the U S WEST
                                       E911 end office or tandem.

                           16.2.1.2    U S WEST shall provide for overflow E911
                                       traffic in the same manner that U S WEST
                                       provides E911 overflow for itself.

                  16.2.2   S911 Trunks

                           If and when S911 tandems become available in the U S
                           WEST network, U S WEST shall allow AT&T to provide
                           direct trunking to each U S WEST S911 tandem. Such
                           SS7 trunks are to be provided as one-way trunks from
                           a given AT&T end-office to the U S WEST S911 tandem.

                  16.2.3   Local Switch and Access Tandem Trunks

                           16.2.3.1    U S WEST shall provide trunks groups
                                       provisioned exclusively to carry
                                       intraLATA Toll Traffic, as designated by
                                       AT&T.

                           16.2.3.2    U S WEST shall provide trunk groups
                                       provisioned exclusively to carry
                                       interLATA traffic, as designated by AT&T.

                           16.2.3.3    U S WEST shall provide SS7 trunks which
                                       provide SS7 Interconnection. At AT&T's
                                       request, MF trunks may be substituted for
                                       SS7 trunks where applicable.

                           16.2.3.4    U S WEST shall simultaneously route calls
                                       based on dialed digits (in accordance
                                       with the standard GR-317-CORE), and
                                       Carrier Identification Code (in
                                       accordance with the standard GR-394-CORE)
                                       over a single SS7 trunk group.

                  16.2.4   U S WEST Operator Services Trunk

<PAGE>

          16.3    U S WEST shall provide Operator Services trunks as one-way
                  trunks from the U S WEST network to the AT&T network.

                  Network Interconnection between U S WEST and AT&T shall
                  meet or exceed all of the requirements for network
                  Interconnection set forth in the following technical
                  references:

                  16.3.1 GR-317-CORE, Switching System Generic Requirements for
                         Call Control Using the Integrated Services Digital
                         Network User Part (ISDNUP), Bellcore, February 1994;

                  16.3.2 GR-394-CORE, Switching System Generic Requirements for
                         Interexchange Carrier Interconnection Using the
                         Integrated Services Digital Network User Part (ISDNUP),
                         Bellcore, February 1994;

                  16.3.3 FR-NWT-000271, OSSGR Operator Services Systems Generic
                         Requirements, Bellcore, 1994 Edition; and

                  16.3.4 FR-NWT-000064, LATA Switching Systems Generic
                         Requirements (LSSGR), Bellcore, 1994 Edition.

17.      Reciprocal Traffic Exchange

         17.1     Scope

                  Reciprocal traffic exchange addresses the exchange of traffic
                  between AT&T end users and U S WEST end users. If such traffic
                  is local, the provisions of this Agreement shall apply. Where
                  either Party acts as an intraLATA toll provider or interLATA
                  IXC or where either Party interconnects and delivers traffic
                  to the other from third parties, each Party shall bill such
                  third parties the appropriate charges pursuant to its
                  respective tariffs or contractual offerings for such third
                  party terminations. Absent a separately negotiated agreement
                  to the contrary, compensation for reciprocal traffic exchange
                  applies solely to traffic exchanged directly between the
                  Parties without the use of third party transit providers.

         17.2     Responsibilities of the Parties

                  17.2.1   U S WEST and AT&T agree to treat each other fairly,
                           nondiscriminatorily, and equally for all items
                           included in this Agreement, or related to the support
                           of items included in this Agreement.

                  17.2.2   AT&T and U S WEST agree to exchange such reports
                           and/or data as provided in this Agreement to
                           facilitate the proper billing of traffic. Either
                           Party may request an audit of such usage reports in
                           accordance with the procedures described in Section
                           49 of Part A of this Agreement.

                   17.2.3  [Intentionally left blank for numbering consistency]

                   17.2.4  AT&T/MCIm and U S WEST shall share responsibility for
                           all Control Office functions for Local
                           Interconnection trunks and trunk groups, and both
                           Parties shall share the overall coordination,
                           installation, and maintenance responsibilities for
                           these trunks and trunk groups.
<PAGE>

                   17.2.5  The Party that performs the End Office function is
                           responsible for all Control Office functions for the
                           meet point trunking arrangement trunks and trunk
                           groups, and shall be responsible for the overall
                           coordination, installation, and maintenance
                           responsibilities for these trunks and trunk groups.

                   17.2.6  AT&T and U S WEST shall:

                           17.2.6.1     Provide trained personnel with adequate
                                        and compatible test equipment to work
                                        with each other's technicians.

                           17.2.6.2     Notify each other when there is any
                                        change affecting the service requested,
                                        including the due date.

                           17.2.6.3     Coordinate and schedule testing
                                        activities of their own personnel, and
                                        others as applicable, to ensure its
                                        Interconnection trunks/trunk groups are
                                        installed per the Interconnection order,
                                        meet agreed-upon acceptance test
                                        requirements, and are placed in service
                                        by the due date.

                           17.2.6.4     Perform sectionalization to determine if
                                        a trouble is located in its facility or
                                        its portion of the Interconnection
                                        trunks prior to referring the trouble to
                                        each other.

                           17.2.6.5     Advise each other's Control Office if
                                        there is an equipment failure which may
                                        affect the interconnection trunks.

                           17.2.6.6     Provide each other with a trouble
                                        reporting/repair contact number that is
                                        readily accessible and available
                                        twenty-four (24) hours per day, seven
                                        (7) days per week. Any changes to this
                                        contact arrangement must be immediately
                                        provided to the other Party.

                           17.2.6.7     Provide to each other test-line numbers
                                        and access to test lines.

                           17.2.6.8     Cooperatively plan and implement
                                        coordinated repair procedures for the
                                        meet point and Local Interconnection
                                        trunks and facilities to ensure trouble
                                        reports are resolved in a timely and
                                        appropriate manner.

         17.3     Types of Traffic

                  17.3.1   The types of traffic to be exchanged or provided
                           under this Agreement include, but are not limited to,
                           the following:

                           17.3.1.1     EAS/Local Traffic,

                           17.3.1.2     Transit Traffic,

                           17.3.1.3     Switched Access Traffic,

                           17.3.1.4     Ancillary traffic includes all traffic
                                        destined for Ancillary Services, or that
                                        may have special billing requirements,
                                        including, but not limited to, the
                                        following:
<PAGE>

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

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

         17.4     Transport and Termination of Exchange Traffic

                  17.4.1   Termination of Local Traffic

                           Local Traffic will be terminated pursuant to the
                           Reciprocal Compensation described in Attachment 1.
                           AT&T is not entitled to charge the tandem rate for
                           transport and termination./8/

                  17.4.2   EAS/Local Traffic

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

                           (a)  While the Parties anticipate the use of two-way
                           trunks for the delivery of Local Traffic, either
                           Party may elect to provision its own one-way trunks
                           for delivery of Local Traffic to be terminated on the
                           other Party's network at the "initial" point of
                           Interconnection;

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

                           (c)  To the extent that AT&T has established a
                           Collocation arrangement at a U S WEST end office
                           location, and has available capacity, the Parties
                           agree that AT&T shall provide two-way direct trunk
                           facilities, when required, from that end office to
                           the AT&T switch. In all other cases, the direct
                           facility may be provisioned by U S WEST or AT&T or a
                           third party. If both AT&T and U S WEST desire to
                           provision the facility and cannot otherwise agree,
                           the Parties may agree to resolve the dispute through
                           the submission of competitive bids.

                  17.4.3   Transit Traffic

                           17.4.3.1 U S WEST will accept traffic originated by
                           AT&T and will terminate it at a point of
                           interconnection with another CLEC, Exchange Carrier,
                           IXC or Wireless

___________________________

/8/ Per First Order at 3
<PAGE>

                           Carrier. U S WEST will provide this transit service
                           through Tandem Office Switches. AT&T may also provide
                           U S WEST with transit service.

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

                           17.4.3.3 The Parties will use industry standards
                           developed to handle the provision and billing of
                           Switched Access by multiple providers (MECAB, MECOD
                           and the Parties' FCC tariffs).

                  17.4.4   Toll Traffic

                           Toll Traffic routed to an access tandem, or directly
                           routed to an end office, will be terminated as
                           Switched Access Service.

         17.5     Interface Code Availability And Optional Features

                  17.5.1   Interface Code Availability

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

                  17.5.2   Optional Features

                           17.5.2.1   Inband MF or SS7 Out of Band Signaling

                           Inband MF signaling and SS7 out of band signaling are
                           available for local trunks. MF signaling or SS7 out-
                           of-band signaling must be requested on the order for
                           the new local trunks. Provisioning of the local
                           trunks equipped with MF signaling or SS7 out of band
                           signaling is the same as that used for Feature Group
                           D Switched Access. Common Channel Signaling Service,
                           as described in this Agreement, must be ordered by
                           AT&T when SS7 out-of-band signaling is requested on
                           local trunks.

                           17.5.2.2  Clear Channel Capability

                           Clear channel capability permits 24 DS-0-64 kbit/s
                           services or 1.536 Mbit/s of information on the 1.544
                           Mbit/s line rate. Clear channel capability is
                           available for local trunks equipped with SS7 out-of-
                           band signaling. Clear channel capability is only
                           available on trunks to U S WEST's access tandem
                           switch or U S WEST's end office switches (where
                           available). Clear channel capability must be
                           requested on the order for the new local trunks. The
                           provisioning of the local trunks equipped with clear
                           channel capability is the same as that used for
                           Feature Group D Switched Access Service. U S WEST
                           will provide AT&T with a listing of U S WEST end
                           offices, local tandems and access tandems equipped
                           with clear channel capability. (Clear channel
                           capability is not available on trunks to U S WEST's
                           local tandem
<PAGE>

                           switches or end offices where it is currently not
                           deployed. AT&T agrees to use the Bona Fide Request
                           process to request clear channel capability for such
                           additional switches. Prices for such additional clear
                           channel capability, if any, will be established
                           through the BFR process).

         17.6     Measuring Local Interconnection Minutes

                  17.6.1   Measurement of terminating Local Interconnection
                           minutes, as calculated per Attachment 5, begins when
                           the terminating local entry switch receives answer
                           supervision from the called end user's end office
                           indicating the called end user has answered. The
                           measurement of terminating call usage over local
                           trunks ends when the terminating local entry switch
                           receives disconnect supervision from either the
                           called end user's end office, indicating the called
                           end user has disconnected, or AT&T's Point of
                           Interconnection, whichever is recognized first by the
                           entry switch.

                  17.6.2   U S WEST and AT&T are required to provide each other
                           the proper call information (e.g., originated call
                           party number and destination call party number, etc.)
                           to enable each Party to issue bills in a complete and
                           timely fashion.

         17.7     Testing

                  17.7.1   Acceptance Testing

                           At the time of installation of a local trunk group,
                           and at no additional charge, the Parties will
                           cooperatively test the same parameters tested for
                           terminating Feature Group D Switched Access Service.

                  17.7.2   Testing Capabilities

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

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

         17.10.   Mileage Measurement

                  Where required, the mileage measurement for Local
                  Interconnection facilities and trunks is determined in the
                  same manner as the mileage measurement for Feature Group D
                  Switched Access Service.
<PAGE>


                                TABLE OF CONTENTS

                                  ATTACHMENT 5

                          BUSINESS PROCESS REQUIREMENTS

<TABLE>
<CAPTION>
<S>      <C>                                                          <C>
1.       General Business  Requirements.............................  1

         1.1 Procedures.............................................

         1.2 Service Offerings......................................  3

2.       Pre-Ordering...............................................  4

         2.1 General Business Requirements..........................  4

         2.2 Service Order Process Requirements.....................  7

         2.3 Systems Interfaces and Information Exchanges...........  7

3.       Ordering and Provisioning..................................  9

         3.1 General Business Requirements..........................  9

         3.2 Service Order Process Requirements..................... 10

         3.3 Systems Interfaces and Information Exchanges........... 18

         3.4 Standards.............................................. 20

4.       Connectivity Billing and Recording......................... 20

         4.1 Procedures............................................. 20

         4.2 Information Exchange and Interfaces.................... 26

         4.3 Standards.............................................. 28

5.       Provision Of Customer Usage Data........................... 29

         5.1 Procedures............................................. 29

         5.2 Information Exchange and Interfaces.................... 35

         5.3 Standards.............................................. 39

6.       Maintenance................................................ 39

         6.2 General Requirements................................... 39
</TABLE>
<PAGE>

                                                                    Attachment 5
<TABLE>
<S>      <C>
         6.3 Systems Interfaces and Information Exchanges........... 44

         6.4 Standards.............................................. 45

7.       Miscellaneous Services and Functions....................... 46
</TABLE>
<PAGE>

                                                                    Attachment 5

     1.  Standards/General Business Requirements

         1.1      Standards.

         The following standards shall apply to each provision in Attachment 5.
         Failure to specifically reference this standard, or individual
         subsections 1.1.1 - 1.1.3 below, shall not be construed to mean this
         standard does not apply./1/

         1.1.1    Pursuant to the Act, U S WEST shall provide business processes
                  specified in this Attachment 3 that is equal in quality to the
                  business processes which U S WEST provides to itself, its
                  customers or other CLECs and that is on rates, terms and
                  conditions that are just, reasonable and nondiscriminatory.

         1.1.2    For purposes of this Attachment 3, "rates, terms and
                  conditions that are just, reasonable and nondiscriminatory"
                  shall mean that (i) such terms and conditions are equal in
                  quality to the terms and conditions that U S WEST provides to
                  itself, or, (ii) where it is technically infeasible to provide
                  such terms and conditions to AT&T, such terms and conditions
                  are offered equally to all requesting carriers

         1.1.3    U S WEST shall not offer to AT&T provisioning of or access to
                  unbundled Network Elements through such business processes
                  that is not equal in quality to what U S WEST provides itself.
                  For purposes of this Attachment 5, "equal in quality" shall
                  mean, among other things, equal to the timeliness,
                  responsiveness, accuracy and integrity of the provisioning of
                  or access to the Network Element U S WEST provides itself
                  through such business processes.

     1.2.         General Business Requirements

     1.2.2            U S WEST Contact with Subscribers

                      1.2.2.1. AT&T at all times shall be the primary contact
                               and account control for all interactions with its
                               subscribers, except as specified by AT&T. AT&T
                               subscribers include active Customers as well as
                               those for whom service orders are pending.

                      1.2.2.2  U S WEST shall ensure that any U S WEST personnel
                               who may receive customer inquiries, or otherwise
                               have opportunity for subscriber contact: (i)
                               provide appropriate referrals and telephone
                               numbers to subscribers who inquire about /AT&T
                               services or products; (ii) do not in any way
                               disparage AT&T or its products or services during
                               such inquiry or subscriber contact; and (iii) do
                               not provide information about U S WEST products
                               or services during that same inquiry or
                               subscriber contact.

                      1.2.2.3  AT&T shall ensure that any AT&T personnel who may
                               receive customer inquiries, or otherwise have
                               opportunity for subscriber contact: (i) provide
                               appropriate referrals and telephone numbers to
                               subscribers who inquire about
______________________________

/1/ Per Order 27236 at 8; Subsection 1.2. - 1.2.3 per Sixth Order at p. 3.

                                       1
<PAGE>

                                                                    Attachment 5

                               U S WEST services or products; (ii) do not in any
                               way disparage U S WEST, or its products or
                               services during such inquiry or subscriber
                               contact; and (iii) do not provide information
                               about AT&T products or services during that same
                               inquiry or subscriber contact.

                      1.2.2.4  U S WEST shall not use AT&T's request for
                               subscriber information, order submission or any
                               other aspect of AT&T's processes or services to
                               aid U S WEST's marketing or sales efforts.

              1.2.3   Expedite, Escalation and Disaster Procedures

                      1.2.3.1  No later than sixty (60) days after request, U S
                               WEST and AT&T shall develop mutually acceptable
                               escalation and expedite procedures which may be
                               invoked at any point in the Service Ordering,
                               Provisioning, Maintenance and Subscriber Usage
                               Data transfer processes to facilitate rapid and
                               timely resolution of disputes. Within the said
                               sixty (60) day period, U S WEST and AT&T will
                               establish intercompany contact lists for purposes
                               of handling subscriber and other matters which
                               require attention/resolution outside of normal
                               business procedures. To the extent possible, U S
                               WEST shall notify AT&T of any changes to its
                               escalation contact list at least one (1) week
                               before such changes are effective.

                      1.2.3.2  No later than sixty (60) days after request, U S
                               WEST and AT&T shall jointly establish contingency
                               and disaster recovery plans for those cases in
                               which normal Service Ordering, Provisioning,
                               Maintenance, Billing and other procedures for U S
                               WEST's unbundled Network Elements, features,
                               functions and resale services are inoperable.

              1.2.4   Operational and Technological Changes

                      1.2.4.1  U S WEST shall notify AT&T of any material
                               operational or technological (e.g., network,
                               systems interfaces) changes related to any
                               services, interconnection methods, or Network
                               Elements purchased by AT&T. At the time U S WEST
                               decides to make such a change, U S WEST will
                               notify AT&T in sufficient time to allow AT&T to
                               make necessary adjustments to accommodate the
                               change, but in no case with less than thirty (30)
                               days' notice, unless otherwise agreed to by the
                               Parties. Objections to the proposed change must
                               be given in writing to U S WEST in a reasonable
                               time. For the purposes of this Section, material
                               changes shall be defined as those changes which
                               will likely impact current interactions between
                               AT&T (or its customers) and U S WEST.

                      1.2.4.2  U S WEST agrees to notify AT&T whenever an AT&T
                               subscriber who is provided local service through
                               services for resale, INP/NP, or unbundled Network
                               Elements changes AT&T PIC status.

              1.2.5   Customer of Record

                      1.2.5.1  Providing AT&T has obtained proper Customer
                               Authorization, U S WEST shall recognize AT&T as
                               the Customer of Record for all Network Elements
                               or services for resale ordered by AT&T and shall
                               send all notices, invoices, and

                                       2
<PAGE>

                                                                    Attachment 5

                               information which pertain to such ordered
                               services directly to AT&T. AT&T will provide U S
                               WEST with addresses to which U S WEST shall send
                               all such notices, invoices, and information.

              1.2.6   Work Center Interface Procedures

                      1.2.6    U S WEST and AT&T shall, within ninety (90) days
                               after request, develop and implement Work Center
                               Interface Procedures for each function/ business
                               process necessary for fulfilling the terms of
                               this Agreement.

     1.2.2    Service Offerings

              1.2.2.1      Changes in Retail Service Offerings

                      1.2.2.1.1   Pursuant to Section 23.2 of this Agreement, U
                                  S WEST shall provide summaries to AT&T
                                  describing the proposed change(s) of services
                                  which are available for resale pursuant to
                                  this Agreement.

                      1.2.2.1.2   [Intentionally left blank for numbering
                                  consistency]

                      1.2.2.1.3   U S WEST shall provide AT&T with access to new
                                  services, features, and functions concurrent
                                  with U S WEST's notice to AT&T of such
                                  changes, so that AT&T may evaluate these
                                  services.

              1.2.2.2 Essential Services

                      1.2.2.2.1   U S WEST shall designate trunks or lines as an
                                  Essential Service Line (ESL) or
                                  Telecommunications Service Priority (TSP),
                                  whichever is applicable, upon AT&T's request,
                                  based on industry standards.

              1.2.2.3 Blocking Services

                      1.2.2.3.1   Upon request from AT&T, U S WEST shall provide
                                  blocking in accordance with U S WEST standard
                                  intervals for 700, 900, and 976 services, or
                                  other services of similar type as may now
                                  exist or may be developed in the future
                                  according to industry standards, and shall
                                  provide Billed Number Screening (BNS),
                                  including required LIDB updates, or equivalent
                                  service for blocking completion of bill-to-
                                  third party and collect calls, on a line,
                                  trunk, or individual service basis.

              1.2.2.4 Training Support

                      1.2.2.4.1   U S WEST will train its employees who may
                                  communicate with AT&T subscribers to treat
                                  AT&T in a nondiscriminatory manner. U S WEST
                                  will solicit and may take into account input
                                  from AT&T in the development of such training
                                  and will permit AT&T to review, but not
                                  approve, such training. Such training will
                                  comply with the branding requirements of this
                                  Agreement.

                      1.2.2.4.2   U S WEST or its agent shall train AT&T
                                  employees on U S WEST's systems and processes
                                  necessary to assure the accuracy of required
                                  information exchange between AT&T.
                                  Information/materials provided to AT&T should
                                  include, at a minimum, operational and
                                  procedural information, and

                                       3
<PAGE>

                                                                    Attachment 5

                                  U S WEST-specific system access/interface
                                  instruction for performing similar functions.

              1.2.2.5 Carrier Identification Codes

                      U S WEST shall provide to AT&T the active Carrier
                      Identification Codes (CIC) for both Dial 1 and toll free
                      (e.g., 800, 888) services for each of its access tandems
                      pursuant to industry guidelines.

2.       Pre-Ordering

         2.1      General Business Requirements

              2.1.1   Street Address Guide (SAG)

                      Within sixty (60) days after request, U S WEST shall
                      provide to AT&T the SAG data, or its equivalent, in a
                      mutually agreed to format. All changes to the SAG shall be
                      provided to AT&T on a weekly basis.

              2.1.2   CLASS and Custom Features

                      2.1.2.1  AT&T may order the entire set of CLASS and Custom
                               features and functions, or a subset of any one or
                               any combination of such features. In addition, U
                               S WEST shall provide AT&T with a list of features
                               and functions available on an end office by end
                               office basis.

              2.1.3   Customer Payment History

                      2.1.3.1  AT&T and U S WEST agree to make available to a
                               mutually agreed upon third-party credit reporting
                               agency, on a timely basis, such of the following
                               Customer payment history information available
                               for each person or entity that applies for local
                               service or intraLATA toll Telecommunications
                               Service(s) from either carrier:

                               2.1.3.1.1    Applicant's name;
                               2.1.3.1.2    Applicant's address;
                               2.1.3.1.3    Applicant's previous phone number,
                                            if any;
                               2.1.3.1.4    Amount, if any, of unpaid balance in
                                            applicant's name;
                               2.1.3.1.5    Whether applicant is delinquent on
                                            payments;
                               2.1.3.1.6    Length of service with prior local
                                            or intraLATA toll provider;
                               2.1.3.1.7    Whether applicant had local or
                                            intraLATA toll service terminated or
                                            suspended within the last six (6)
                                            months with an explanation of the
                                            reason therefore; and,
                               2.1.3.1.8    Whether applicant was required by
                                            prior local or intraLATA toll
                                            provider to pay a deposit or provide
                                            another form of security including
                                            the amount of each.

                      2.1.3.2  Such information shall be provided on the
                               condition that the credit reporting agency only
                               make such information available to the carrier to
                               which the person or entity in question has
                               applied for Telecommunication Service.

              2.1.4   Number Administration/Number Reservations

                      2.1.4.1  Until Number Administration functions are assumed
                               by a neutral third party in accordance with FCC
                               rules and regulations, U S WEST shall assign NXXs
                               to

                                       4
<PAGE>

                                                                    Attachment 5

                               AT&T on a non-discriminatory and equivalent basis
                               following NANP guidelines. In addition, U S WEST
                               shall provide testing and loading of AT&T's NXX
                               on the same basis as U S WEST provides itself or
                               its Affiliates. Further, in U S WEST's role as
                               number administrator, it shall provide AT&T with
                               access to abbreviated dialing codes, access
                               arrangements for 555 line numbers, and the
                               ability to obtain telephone numbers, including
                               vanity numbers, while a customer is on the phone
                               with AT&T. U S WEST shall provide the same range
                               of number choices to AT&T, including choice of
                               exchange number, as U S WEST provides its own
                               customers. Reservation and aging of numbers shall
                               remain U S WEST's responsibility.

                      2.1.4.2  AT&T may reserve blocks of U S WEST telephone
                               numbers in accordance with U S WEST's tariffs, or
                               in the same manner U S WEST reserves telephone
                               numbers for its own use.

                      2.1.4.3  Where AT&T has obtained its own NXX, but has
                               purchased U S WEST services for resale or Network
                               Elements, U S WEST agrees to recognize the AT&T
                               NXX in U S WEST's switch according to the local
                               calling area defined by AT&T and approved by the
                               Commission.

                      2.1.4.4  For resale and the unbundled switching element, U
                               S WEST shall accept AT&T orders for vanity
                               numbers and blocks of numbers for use with
                               complex services including, but not limited to,
                               DID, CENTREX, and hunting arrangements, as
                               requested by AT&T on a non-discriminatory,
                               equivalent basis following NANP guidelines.

                      2.1.4.5  For simple services, U S WEST shall provide
                               real-time electronic interfaces to AT&T to obtain
                               telephone number confirmation while the customer
                               is on the line. When real time electronic
                               interfaces are not available for simple services
                               number reservations, U S WEST shall provide
                               alternative means for confirmation of the number
                               reservation while the customer is on the line.
                               For number reservations associated with complex
                               services, U S WEST shall provide confirmation of
                               the number reservation within forty-eight (48)
                               hours of AT&T's request or within such time as U
                               S WEST may provide to itself or Affiliates,
                               whichever is less.

                      2.1.4.6  Number Resources Arrangements

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

                               2.1.4.6.2 To the extent U S WEST serves as
                                         Central Office Code Administrator for a
                                         given region, U S WEST will support all
                                         AT&T requests related to central office
                                         code (NXX) administration and
                                         assignments in the manner required and
                                         consistent with the Central Office Code
                                         Assignment Guidelines.

                                       5
<PAGE>

                                                                    Attachment 5

                               2.1.4.6.3 [Intentionally left blank for numbering
                                         consistency]

                               2.1.4.6.4 The Parties will comply with (NXX)
                                         administration requirements as
                                         prescribed by the FCC, the Commission,
                                         and accepted industry guidelines .

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

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

                               2.1.4.6.7 Until an impartial entity is appointed
                                         to administer telecommunications
                                         numbering, U S WEST will assign NXX
                                         codes to AT&T in accordance with
                                         national guidelines at no charge and on
                                         a nondiscriminatory basis.

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

                      2.1.4.7  U S WEST shall provide provisioning support
                               outside of scheduled work hours on a
                               nondiscriminatory exception basis as requested by
                               AT&T. Such support may be subject to a minimum
                               labor charge.

                      2.1.4.8  Service Assurance Warranties and Incentives: U S
                               WEST shall provide to AT&T service assurance
                               warranties and incentives as U S WEST provides
                               such service warranties and incentives to its own
                               end users or any other Person except as otherwise
                               provided by the Commission.

                      2.1.4.9  Availability of Network Capacity: Consistent with
                               AT&T's forecasts, U S WEST shall deploy and keep
                               deployed network facilities for AT&T services in
                               a non-discriminatory manner and in the same
                               manner as U S WEST makes such facilities
                               available to itself for its services.

                      2.1.4.10 Workcenter Interface Methods and Procedures: U S
                               WEST and AT&T shall finalize interface methods
                               and procedures between their respective work
                               centers detailing systems and processes for
                               ordering and provisioning. Such methods and
                               procedures shall be completed within one hundred
                               twenty (120) days after a written request of
                               either Party. The lack of workcenter interface

                                       6
<PAGE>

                                                                    Attachment 5

                               methods and procedures shall not inhibit the
                               provision of services under this Agreement.

     2.2      Service Order Process Requirements

              2.2.1   [Intentionally left blank for numbering consistency]

              2.2.2   Specific Unbundling Requirements

                      2.2.2.1  When ordering a Combination, AT&T shall have the
                               option of ordering all features, functions and
                               capabilities of each Network Element.2

                      2.2.2.2  When AT&T orders Network Elements, U S WEST shall
                               provision all features, functions, and
                               capabilities appropriate to the Network Elements
                               which may include, but are not limited to:

                               2.2.2.2.1 the basic switching function of
                                         connecting lines to lines, lines to
                                         trunks, trunks to lines, and trunks to
                                         trunks, as well as the same basic
                                         capabilities made available to U S
                                         WEST's Customers, such as telephone
                                         number, white page listing, and dial
                                         tone; and

                               2.2.2.2.2 all other features the switch has
                                         activated, including, but not limited
                                         to, custom calling, custom local area
                                         signaling service features and Centrex,
                                         as well as any technically feasible
                                         customized routing functions provided
                                         by the switch.

     2.3      Systems Interfaces and Information Exchanges

              2.3.1   General Requirements
                      [Intentionally left blank for numbering consistency]

              2.3.2   Pre-Ordering and Provisioning for Resale Services and
                      Unbundled Network Elements

                      2.3.2.1  U S WEST shall provide to AT&T a list of all
                               intraLATA and interLATA carriers available for
                               Customer selection on a central office level.

                      2.3.2.2  [Intentionally left blank for numbering
                               consistency].

                      2.3.2.3  U S WEST shall provide AT&T with access to
                               Customer Profile Information (CPI) without
                               requiring AT&T to produce a signed Letter of
                               Authorization (LOA) subject to proof of
                               authorization requirements contained in this
                               Agreement, based on AT&T's blanket representation
                               that the Customer has authorized AT&T to obtain
                               such CPI.

                               2.3.2.3.1    CPI shall be in a mutually agreed to
                                            format at the line and/or trunk
                                            level. U S WEST shall provide to
                                            AT&T a real-time, electronic
                                            interface to U S WEST Customer
                                            information systems which will allow
                                            AT&T to obtain the Customer profile,
                                            which may include, but not be
                                            limited to, Customer name, service
                                            addresses, billed telephone
                                            number(s), and identification of
_____________________

/2/ Per Order 27236 at 8.

                                       7
<PAGE>

                                                                    Attachment 5

                                   features and services provided by U S WEST on
                                   the Customer accounts, and to obtain
                                   information on all features and services
                                   available in the end office where Customer's
                                   services are currently provisioned. The
                                   preceding information may not include
                                   services deemed not to be Telecommunications
                                   Services by the Commission.

                                2.3.2.3.1.1 Until access is available via a
                                            real-time, electronic interface for
                                            CPI, U S WEST agrees that AT&T can
                                            obtain CPI in an interim mutually
                                            agreed to manner and in accordance
                                            with Section 3.2 of this Attachment
                                            to facilitate the service order
                                            process.

                      2.3.2.5  U S WEST shall provide to AT&T, upon request, a
                               list of all current features and functions
                               technically available from each switch, by switch
                               CLLI. Planned services shall be provided to AT&T
                               at least thirty (30) days prior to their
                               availability.U S WEST shall be permitted to
                               charge AT&T any efficient, incremental costs
                               associated with providing the required
                               information./3/

                      2.3.2.6  [Intentionally left blank for numbering
                               consistency}

                      2.3.2.7  Pending or Held Orders: U S WEST shall provide,
                               when available, the AT&T information regarding a
                               subscribers previous pending or held orders. If
                               the subscriber has a pending or held order, the
                               status of the order shall not be negatively
                               impacted as a result of the subscriber changing
                               local service providers (i.e. due date for
                               pending service changed to later date).

                      2.3.2.8  Special Construction: When U S WEST determines
                               that special construction is required, U S WEST
                               shall notify AT&T on a timely basis of special
                               construction requirements and charges, and obtain
                               AT&T authorization before beginning such
                               construction.

              2.3.3   Pre-Ordering and Provisioning for Unbundling

                      2.3.3.1  U S WEST shall provide to AT&T, upon reasonable
                               request, sufficient engineering design and layout
                               information for Network Elements for specific
                               applications.

                      2.3.3.2  U S WEST shall provide to AT&T, upon request,
                               advance information of the details and
                               requirements for planning and implementing NPA
                               splits in accordance with NANP Guidelines.

                      2.3.3.3  U S WEST shall make engineering support available
                               to AT&T as is normal and customary in the
                               provision of Telecommunications Services, Network
                               Elements, Combinations/4/ or Ancillary Functions
                               as described in this Agreement. AT&T may request
                               additional engineering support.


________________________

/3/ Per First Order at 17; Per Third Order at 12.
/4/ Per Order 27236 at 8.

                                       8
<PAGE>

                                                                    Attachment 5

3.       Ordering and Provisioning
     3.1      General Business Requirements

              3.1.1   Ordering and Provisioning Parity

                      U S WEST shall provide AT&T with the same level of
                      ordering and provisioning support as U S WEST provides
                      itself in accordance with standards and performance
                      measurements that U S WEST uses and/or which are required
                      by law, regulatory agency, or by U S WEST's own internal
                      procedures, whichever are the most rigorous. These
                      standards shall apply to the quality of the technology,
                      equipment, facilities, processes, and techniques
                      (including, but not limited to, such new architecture,
                      equipment, facilities, and interfaces as U S WEST may
                      deploy) that U S WEST provides to AT&T under this
                      Agreement.

              3.1.2   InterconnectionService Center (ISC)/Single Point of
                      Contact (SPOC)

                      3.1.2.1  U S WEST shall provide a Systems Interface Help
                               Desk or equivalent which shall serve for all
                               activities involved in the electronic interface
                               for ordering and provisioning of U S WEST's
                               unbundled Network Elements, features, functions,
                               and Resale Services.. The Systems Interface Help
                               Desk or equivalent shall be available twenty-four
                               (24) hours a day, seven (7) days a week.

                      3.1.2.2  U S WEST shall provide a Single Point of Contact
                               ("SPOC") and shall provide to AT&T toll-free
                               nationwide telephone numbers (available during U
                               S WEST's scheduled work hours) answered by
                               competent, knowledgeable personnel, trained to
                               answer questions and resolve problems in
                               connection with the ordering and provisioning of
                               unbundled Network Elements, features, functions,
                               capabilities, and Resale Services. U S WEST will
                               provide sufficient resources to provide
                               equivalent, or as otherwise agreed to by the
                               Parties, service to AT&T.

                      3.1.2.3  In addition to the electronic interfaces provided
                               for elsewhere in this Agreement, U S WEST shall
                               provide, as requested by AT&T through the SPOC,
                               provisioning and dispatch in the form of
                               coordinated scheduling, status, and dispatch
                               capabilities equivalent to that which U S WEST
                               provides itself or as otherwise agreed to by the
                               Parties.

              3.1.3   Carrier Selection

                      3.1.3.1  For Services for Resale or unbundled Network
                               Elements, U S WEST shall provide to AT&T, no
                               later than January 1, 1997, the capability to
                               order local service, and intraLATA, and
                               interLATA, toll services by entering AT&T
                               subscriber's choice of carrier on a single order.
                               U S WEST will offer other carrier selection
                               choices as they become available. U S WEST shall
                               provide AT&T with the capability to order
                               separate interLATA and intraLATA carriers on a
                               line or trunk basis where 1+ presubscription is
                               available.

                      3.1.3.2  Where intraLATA 1+ presubscription is not
                               available, or if the subscriber does not select
                               an intraLATA toll carrier, U S WEST agrees to
                               provide intraLATA toll services for resale to
                               AT&T and to recognize the end user as the
                               customer of AT&T for intraLATA toll. AT&T shall
                               designate the default carrier for all other toll
                               calls if the subscriber does not select a
                               carrier. In all cases, U S WEST will route toll
                               calls to the appropriate carrier as designated by
                               AT&T.

                                       9
<PAGE>

                                                                    Attachment 5

              3.1.4   Notification to Long Distance Carrier

                      3.1.4.1  U S WEST will not accept PIC change requests
                               through the CARE process for AT&T local service
                               customers. AT&T's long distance operations may
                               obtain such CARE transactions for AT&T long
                               distance customers from the customer's local
                               service provider. U S WEST agrees to notify IXCs
                               using OBF approved CARE transactions, whenever an
                               IXC Customer who is provided local service
                               through Services for Resale, INP/NP, or unbundled
                               Network Elements changes PIC status.

                      3.1.4.2  U S WEST shall implement new Transaction Code
                               Status Indicators ("TCSIs") 2033, 2233, 3147, and
                               3148. The new local service provider
                               identification ("LSPID") will be included on
                               these transactions if the new Local Service
                               Provider agrees U S WEST should provide the
                               information to a long distance provider as
                               defined by the OBF in support of Local Resale.

                      3.1.4.2  U S WEST shall implement new Transaction Code
                               Status Indicators ("TCSIs") 2033, 2233, 3147, and
                               3148. The new local service provider
                               identification ("LSPID") will be included on
                               these transactions if the new lLocal sService
                               pProvider agrees U S WEST should provide the
                               information to a long distance provider as
                               defined by the OBF in support of Llocal Rresale.
                               U S WEST shall implement TCSIs used in
                               conjunction with the new local service provider
                               ("LSP") identification code for handling account
                               maintenance, customer service, and trouble
                               administration issues. These TCSIs include
                               4001/02/05, 4201-4205, 4301, 2033, 2233, 3147,
                               3148, 3149, and others as the OBF may define.

                               3.1.4.2.1 In addition, U S WEST shall implement
                                         TCSIs, when available, used in
                                         conjunction with the new Ported
                                         Telephone Number field to link "shadow"
                                         and ported telephone numbers in support
                                         of Interim Number Portability. These
                                         TCSIs include 2231, 3150, 3151, and
                                         others as the OBF may define.

              3.1.5  Ordering Interconnection

                     The Parties agree to utilize the OBF-ASR process for
                     ordering interconnection trunks, which is the same process
                     used to order Access Services. When the ordering Party
                     requests facilities, routing, or optional features
                     different than those determined to be available, the
                     Parties will work cooperatively in determining an
                     acceptable configuration based on available facilities,
                     equipment and routing plans.

     3.2      Service Order Process Requirements

              3.2.1   OBF Compliance

                      3.2.1.1  U S WEST and AT&T shall generally follow the
                               OBF-developed ordering and provisioning process
                               guidelines. These processes include, but are not
                               limited to, pre-order service inquiry, pre-order
                               service inquiry response, firm order,
                               acknowledgment/rejection, firm order
                               confirmation, delay notification, and completion
                               notification. U S WEST agrees to work
                               cooperatively to generally comply with future OBF
                               developed guidelines.

              3.2.2   Service Migrations and New Customer Additions

                                      10
<PAGE>

                                                                    Attachment 5

                      3.2.2.1  For resale services, U S WEST shall not require a
                               disconnect order from a Customer, another local
                               service provider, or any other entity, to process
                               an AT&T order to establish AT&T Local Service
                               and/or migrate a Customer to AT&T local service.

                      3.2.2.2  For resale services, U S WEST shall not
                               disconnect any Customer service or existing
                               features available under this Agreement at any
                               time during the migration of that Customer to
                               AT&T service without AT&T prior agreement.

                      3.2.2.3  For services provided through unbundled Network
                               Elements, U S WEST shall recognize AT&T as an
                               agent for the Customer in coordinating the
                               disconnection of services provided by another
                               CLEC or U S WEST.

                      3.2.2.4  Unless otherwise directed by AT&T, when AT&T
                               orders resale services or Network Elements all
                               trunk or telephone numbers currently associated
                               with existing services shall be retained without
                               loss of feature capability and without loss of
                               associated ancillary services including, but not
                               limited to, Directory Assistance and 911/E911
                               capability for those services or features which U
                               S WEST controls and which are available under
                               this Agreement.

                      3.2.2.5  For Customer conversions requiring coordinated
                               cut-over activities, U S WEST and AT&T will agree
                               on a scheduled conversion time(s), which will be
                               a designated two-hour time period within a
                               designated date. Unless expedited, U S WEST and
                               AT&T shall schedule the cut-over window at least
                               forty-eight (48) hours in advance, and as part of
                               the scheduling, U S WEST shall estimate for AT&T
                               the duration of any service interruption that the
                               cut-over might cause. The cut-over time will be
                               defined as a thirty (30) minute window within
                               which both the AT&T and U S WEST personnel will
                               make telephone contact to complete the cut-over.

                               3.2.2.5.1 U S WEST will coordinate activities of
                                         all U S WEST work groups involved with
                                         the conversion. This coordination will
                                         include, but not be limited to, work
                                         centers charged with manual cross-
                                         connects, electronic cross-connect
                                         mapping, and switch translations
                                         (including, but not limited to,
                                         implementation of interim local number
                                         portability translations).

                               3.2.2.5.2 As soon as possible, but in no event
                                         later than one (1) hour after
                                         completion, U S WEST will notify AT&T
                                         when coordinated cut- over is complete.

                               3.2.2.5.3 End user service interruption shall not
                                         exceed twenty (20) minutes during any
                                         cut-over. The average interruption
                                         caused by the cut-over of AT&T
                                         Customers shall not exceed ten (10)
                                         minutes. However, If any service
                                         interruption is to exceed twenty (20)
                                         minutes, U S WEST will immediately
                                         notify AT&T of such delay

                               3.2.2.5.4 Within the appointed thirty (30) minute
                                         cut-over time, the U S WEST person will
                                         call the AT&T person designated to
                                         perform cross-connection work and when
                                         the U S WEST person is reached in that
                                         interval such work will be promptly
                                         performed.

                                      11
<PAGE>

                                                                    Attachment 5

                                         If the AT&T person is not ready within
                                         the appointed interval, and if AT&T had
                                         not called to reschedule the work at
                                         least two (2) hours prior to the start
                                         of the interval, U S WEST and AT&T will
                                         reschedule the work order and AT&T will
                                         pay the non- recurring installation
                                         charge for the Unbundled Loops
                                         scheduled for the missed appointment.
                                         In addition, non-recurring installation
                                         charges for the rescheduled appointment
                                         will apply. If the U S WEST person is
                                         not available or not ready at any time
                                         during the thirty (30) minute interval,
                                         AT&T and U S WEST will reschedule and U
                                         S WEST will waive the non-recurring
                                         charge for the Unbundled Loops
                                         scheduled for that interval. If a Party
                                         unreasonably prolongs or extends the
                                         time required to accomplish the
                                         coordinated cut-over, that Party shall
                                         be responsible for the reasonable labor
                                         charges incurred by the other Party as
                                         a result of that delay. Delays caused
                                         by the customer are the responsibility
                                         of AT&T. In addition, if AT&T has
                                         ordered INP as a part of the Unbundled
                                         Loop installation, U S WEST will
                                         coordinate implementation of INP with
                                         the Unbundled Loop installation.

                      3.2.2.6     Service Order: U S WEST shall provide AT&T the
                                  capability to issue a service order for
                                  unbundled Network Elements, Combinations/5/,
                                  And Resale Services.

                      3.2.2.7     PLOC Changes: U S WEST shall provide AT&T the
                                  capability to transfer a customer with no
                                  feature changes to AT&T through a streamlined
                                  PLOC (Primary Local Carrier) transfer process.

                      3.2.2.8     Status: U S WEST shall provide the AT&T status
                                  on a service order when the status of the
                                  order changes.

                      3.2.2.9     Modifies: U S WEST shall provide AT&T the
                                  capability to modify the service order any
                                  time after it has been issued, however, U S
                                  WEST may require the issuance of a
                                  supplemental or change order.

                      3.2.2.10    Cancel: U S WEST shall provide AT&T the
                                  capability to cancel the service order any
                                  time after it has been issued.

                      3.2.2.11    Coordinated Service Orders: U S WEST shall
                                  provide AT&T the capability to relate
                                  coordinated services orders, and identify
                                  those service orders that require coordination
                                  with AT&T, or the subscriber, or the
                                  subscriber's vendor. When so identified, U S
                                  WEST will follow any specific instructions
                                  indicated on the service order so that the
                                  subscriber's service is not negatively
                                  affected by the service turn-up activity.

                      3.2.2.12    Expedite Process: U S WEST and AT&T shall
                                  mutually develop expedite procedures to be
                                  followed when AT&T determines an expedite is
                                  required to meet subscriber service needs.



______________________________
/5/ Per Order 27236 at 8

                                      12
<PAGE>

                                                                    Attachment 5

                      3.2.2.13   Expedites: U S WEST shall provide AT&T the
                                 capability to expedite a service order. Within
                                 two (2) business hours after a request from
                                 AT&T for an expedited order, U S WEST shall
                                 notify AT&T of U S WEST's confirmation to
                                 complete, or not complete, the order within the
                                 expedited interval.

             3.2.3  Intercept Treatment and Transfer of Service Announcements

                      3.2.3.1    U S  WEST  shall  provide  unbranded  intercept
                                 treatment and transfer of service announcements
                                 to AT&T Customers.  U S WEST shall provide such
                                 treatment and transfer of service  announcement
                                 for all service  disconnects,  suspensions,  or
                                 transfers, in the same manner as that which U S
                                 WEST provides to its own end users.  U S WEST's
                                 current  standard  time  periods for  providing
                                 such  announcements  is three  (3)  months  for
                                 residential  service and twelve (12) months for
                                 business service.  AT&T may request  extensions
                                 at parity with that which U S WEST  provides to
                                 its end-users.

                      3.2.3.2    Pursuant to this Agreement,  AT&T shall provide
                                 unbranded  intercept  treatment and transfer of
                                 service  announcements  to U S WEST  Customers.
                                 AT&T shall provide such  treatment and transfer
                                 of  service   announcement   for  all   service
                                 disconnects,   suspensions,  or  transfers,  at
                                 parity  with that which AT&T  provides  its own
                                 end  users.  AT&T  standard  time  periods  for
                                 providing  such   announcements  is  three  (3)
                                 months for residential  service and twelve (12)
                                 months  for  business  service.  U S  WEST  may
                                 request  extensions  at parity  with that which
                                 AT&T provides its end-users.

              3.2.4  Due Date

                      3.2.4.1       U S WEST and AT&T shall mutually agree on
                                    what services and circumstances are subject
                                    to the standard interval process to
                                    determine the due date or the
                                    requested/committed due date process.

                      3.2.4.2       For those services and circumstances that U
                                    S WEST and AT&T agree shall be handled by
                                    the standard interval process, U S WEST
                                    shall supply AT&T with standard due date
                                    intervals on a nondiscriminatory basis to be
                                    used by AT&T personnel to determine service
                                    installation dates. Under those
                                    circumstances U S WEST shall complete the
                                    provisioning within the standard interval.

                                    3.2.4.2.1 If AT&T requests a due date
                                              earlier than the standard due date
                                              interval, then expedite charges
                                              may apply.

                      3.2.4.3       For those services and circumstances that U
                                    S WEST and AT&T agree shall be handled by
                                    the requested/committed due date process,
                                    AT&T may request a due date on each order. U
                                    S WEST will provide an offered due date on a
                                    nondiscriminatory basis. If AT&T accepts the
                                    offered due date then such date shall become
                                    the committed due date. U S WEST will
                                    complete the order on the committed due date
                                    unless otherwise authorized by AT&T.

                                    3.2.4.3.1 If AT&T requires a due date
                                              earlier than the U S WEST offered
                                              due date and U S WEST agrees to
                                              meet the AT&T required

                                      13
<PAGE>

                                                                    Attachment 5

                                       due date then that required due date
                                       becomes the committed due date and
                                       expedite charges may apply.

                      3.2.4.4       Subsequent to an initial order submission,
                                    AT&T may request a new/revised due date that
                                    is earlier than the committed due date. If U
                                    S WEST agrees to meet that new/revised due
                                    date, then that new/revised due date becomes
                                    the committed due date and expedite charges
                                    may apply.

                      3.2.4.5       Any special or preferred scheduling options
                                    available, internally or externally, to U S
                                    WEST for ordering and provisioning services
                                    shall also be available to AT&T.

              3.2.5   Customer Premises Inspections and Installations

                      3.2.5.1       AT&T shall perform or contract for all needs
                                    assessments, including equipment and
                                    installation requirements, at the Customer
                                    premises.

                      3.2.5.2       U S WEST shall provide AT&T with the ability
                                    to schedule dispatches for work under this
                                    Agreement.

                      3.2.5.3       U S WEST shall provide, at AT&T's request,
                                    extended demarcation beyond the NID using
                                    intrabuilding riser and lateral beyond the
                                    NID. This provision shall not require U S
                                    WEST to provide inside wire.

              3.2.6   Firm Order Confirmation (FOC)

                      3.2.6.1       U S WEST shall provide to AT&T, via an
                                    electronic interface, a Firm Order
                                    Confirmation ("FOC") for each AT&T order.
                                    The FOC shall contain on a per line and/or
                                    trunk basis an enumeration of AT&T ordered
                                    unbundled Network Elements (and the specific
                                    U S WEST naming convention applied to that
                                    Network Element or Combination/6/),
                                    features, functions, Resale Services,
                                    options, physical interconnection, quantity,
                                    and U S WEST committed due date for order
                                    completion.

                      3.2.6.2       For a revised FOC, U S WEST shall provide
                                    order detail on a per line or per trunk
                                    level basis, as well as the order detail
                                    from the prior FOC.

              3.2.7   Order Rejections

                      3.2.7.1       U S WEST shall reject and return to AT&T any
                                    order that U S WEST cannot provision, due to
                                    technical reasons, missing information, or
                                    jeopardy conditions in accordance with
                                    performance measurements as defined herein.
                                    When an order is rejected, U S WEST shall,
                                    in its rejection notification, specifically
                                    describe all of the reasons for which the
                                    order was rejected. U S WEST shall not
                                    reject any orders on account of the
                                    requested due date.

                      3.2.7.2       On an exception basis, to the extent that
                                    errors cannot be corrected pursuant to
                                    electronic interface processes, U S WEST
                                    agrees to accept

___________________________
/6/ Per Order 27236 at 8.
                                    14
<PAGE>

                                                                    Attachment 5

                                    verbal order corrections from AT&T. U S WEST
                                    shall timely inform AT&T by telephone of any
                                    minor issues which can be handled over the
                                    phone. As required AT&T will provide a
                                    supplemental order reflecting changes to the
                                    original service order.

              3.2.8   Service Order Changes

                      3.2.8.1       If an installation or other AT&T-ordered
                                    work request requires a change from the
                                    original AT&T service order in any manner, U
                                    S WEST shall call AT&T in advance of
                                    performing the installation or other work to
                                    obtain authorization. U S WEST shall then
                                    provide AT&T an estimate of additional labor
                                    hours and/or materials. After all
                                    installation or other work is completed, U S
                                    WEST shall notify AT&T of actual labor hours
                                    and/or materials used in accordance with
                                    regular service order completion schedules.

                                    3.2.8.1.1 If additional work is completed on
                                              a service order, as approved by
                                              AT&T, the cost of the additional
                                              work must be reported to AT&T in
                                              accordance with regular service
                                              order completion schedules.

                                    3.2.8.1.2 If a service order is partially
                                              completed, notification must
                                              identify the work that was done
                                              and the work remaining to be
                                              completed.

                      3.2.8.2       If an AT&T Customer requests a service
                                    change at the time of installation or other
                                    work being performed by U S WEST on behalf
                                    of AT&T, U S WEST, while at the Customer
                                    premises, shall direct the AT&T Customer to
                                    contact AT&T so as to avoid unnecessary
                                    delays in service activation should the U S
                                    WEST representative leave Customer premises
                                    prior to completing the installation.

              3.2.9   Jeopardy Situations

                      To the extent jeopardy information is available, U S WEST
                      shall provide to AT&T notification of any jeopardy
                      situations prior to the committed due date, missed
                      appointments and any other delay or problem in completing
                      work specified on AT&T service order as detailed on the
                      FOC, in accordance with the Performance Measurements as
                      defined herein.

              3.2.10  Cooperative Testing
                      3.2.10.1 Network Testing

                                    3.2.10.1.1 To the extent that USWC provides
                                               testing for services offered to
                                               its end users and to the extent U
                                               S WEST provides testing for
                                               itself, U S WEST shall perform
                                               all pre-service testing prior to
                                               the completion of the AT&T order,
                                               including testing on local
                                               service facilities and switch
                                               translations, including, but not
                                               limited to, verification of
                                               features, functions, and services
                                               ordered by AT&T.

                                    3.2.10.1.2 The Parties agree to cooperate in
                                               testing that is required to
                                               complete service orders.

                                      15
<PAGE>

                                                                    Attachment 5

                      3.2.10.2      Systems and Process Testing

                                    3.2.10.2.1 Upon AT&T's request, U S WEST
                                               shall cooperate with AT&T to
                                               ensure that all operational
                                               interfaces and processes are in
                                               place and functioning properly
                                               and efficiently. Testing shall
                                               simulate actual operational
                                               procedures and systems interfaces
                                               to the greatest extent possible.
                                               AT&T may request cooperative
                                               testing to ensure service
                                               performance, reliability, and
                                               Customer service ability.

              3.2.11  Service Suspensions/Restorations

                      3.2.11.1      For services other than non-switched, upon
                                    AT&T's request through a Suspend/Restore
                                    Order, U S WEST shall suspend or restore the
                                    functionality of any Network Element,
                                    feature, function, or Resale Service. U S
                                    WEST shall provide restoration priority on a
                                    per Network Element or Combination/7/ basis
                                    in a manner that conforms with AT&T
                                    requested priorities and any applicable
                                    regulatory rules and regulations or
                                    government requirements.

              3.2.12  Disconnects

                      3.2.12.1      U S WEST shall provide to AT&T daily
                                    information in a mutually agreed upon format
                                    notifying AT&T of any services disconnected
                                    from AT&T. This report will itemize a change
                                    in local service provider or outward line
                                    movement on service order activity.

              3.2.13  Order Completion Notification

                      3.2.13.1      Upon completion of a service order by U S
                                    WEST in its system(s), U S WEST shall submit
                                    to AT&T an order completion which details
                                    the work performed (including a list of
                                    features and functions installed), the date
                                    completed, charges associated with the
                                    order, and verification of accurate service
                                    completion. Notification shall be provided
                                    in accordance with mutually agreed upon
                                    intervals.

              3.2.14  Intentionally left blank for numbering consistency.

              3.2.15  Specific Unbundling Requirements

                      3.2.15.1      Prior to providing service in a specific
                                    geographic area or when AT&T requires a
                                    change of network configuration, AT&T may
                                    elect to place an order with U S WEST
                                    requiring U S WEST to prepare Network
                                    Elements and switch translations in advance
                                    of orders for additional Network Elements
                                    from AT&T.

                      3.2.15.2      When AT&T orders combinations of currently
                                    connected Network Elements, U S WEST shall
                                    ensure that such Network Elements
________________________________
/7/ Per Order 27236 at 8.

                                      16
<PAGE>

                                                                    Attachment 5

                                    remain connected and functional without any
                                    disconnection or disruption./8/

                      3.2.15.3      Order combinations of Contiguous Network
                                    Elements shall be available to be ordered
                                    (i) on a case-by-case basis for those
                                    Network Elements that are Customer-specific;
                                    or (ii) on a common-use (non-end user
                                    specific) basis for those Network Elements
                                    that are shared by multiple Customers./9/

                      3.2.15.4      Individual Network Elements shall be
                                    identified and ordered by AT&T so that they
                                    can be provisioned together.

                      3.2.15.5      U S WEST shall provide technical assistance
                                    to AT&T with respect to unbundled Network
                                    Elements pursuant to Section 2.3.3.3 of this
                                    Attachment.

                      3.2.15.6      Each order for Network Elements will contain
                                    administration, bill, contact, and Customer
                                    information, as defined by the OBF.

                      3.2.15.7      When ordering unbundled switch ports, AT&T
                                    is requested to specify the desired
                                    signaling (e.g. loop start, ground start or
                                    loop reverse battery options.

                                    3.2.15.7.1 To the extent AT&T requires an
                                               Unbundled Loop to provide ISDN,
                                               HDSL, ADSL, DS1 service or other
                                               channel performance options, such
                                               requirements will be identified
                                               on the order for Unbundled Loop
                                               Service.

                                    3.2.15.7.2 The actual loop facilities
                                               provided may utilize various
                                               technologies or combinations of
                                               technologies. Basic Unbundled
                                               Loops provide an analog facility
                                               to AT&T.

              3.2.16  Interim Interfaces

                      3.2.16.1      U S WEST will offer interim interfaces via
                                    Interconnect Mediated Access as documented
                                    in Document Number T-12-99-116472-00-02,
                                    current as of the Effective Date of this
                                    Agreement, or as mutually agreed to by the
                                    Parties.

                      3.2.16.2      Until the electronic interface described in
                                    Section 3.2.16.1 is available for the
                                    required services, U S WEST agrees that the
                                    Interconnect Service Center (ISC) or similar
                                    function will accept AT&T orders. Orders
                                    will be transmitted to the ISC via mutually
                                    agreed procedures.

                      3.2.16.3      Until industry standards are completed and
                                    implemented pursuant to Section 3.3.2 of
                                    this Attachment, U S WEST and AT&T agree to
                                    use interim interfaces as described in
                                    Section 3.2.16.1 above.

              3.2.17  Ordering and Maintenance


_______________________________
/8/ Per Order 27236 at 8.
/9/ Per Order 27236 at 8.

                                      17
<PAGE>

                                                                    Attachment 5

                      3.2.17.1      For the purpose of ordering unbundled
                                    Network Elements or Combinations/10/, AT&T
                                    shall provide a blanket letter of
                                    authorization to U S WEST indicating that it
                                    shall be duly authorized by its customer to
                                    process such service orders.

                      3.2.17.2      If there is a conflict between an end user
                                    (and/or its respective agent) and AT&T
                                    regarding the disconnection or provision of
                                    unbundled Network Elements or
                                    Combinations/11/, U S WEST will honor the
                                    latest dated proof of authorization
                                    designating an agent by the end user or its
                                    respective agent. Compensation for
                                    unauthorized disconnections or transfers
                                    shall be in accordance with (S) 258 of the
                                    Act or by Commission rule.

                      3.2.17.3      AT&T has primary responsibility for its own
                                    end user base and will have the
                                    responsibility for resolution of any service
                                    trouble report(s) from its customers. U S
                                    WEST will work cooperatively with AT&T to
                                    resolve trouble reports when the trouble
                                    condition has been isolated and found to be
                                    within a portion of U S WEST's network.
                                    Where available, AT&T must provide to U S
                                    WEST switch-based test results when testing
                                    its customer's trouble prior to U S WEST
                                    performing any repair functions. The Parties
                                    will cooperate in developing mutually
                                    acceptable test reports.

                      3.2.17.4      In the event of a transfer of the end user's
                                    service for unbundled Network Elements from
                                    one provider to AT&T, AT&T shall issue a
                                    request for transfer of service to U S WEST
                                    and the provider from whom the service is
                                    being transferred. In the event of a
                                    transfer of the end user's service for
                                    unbundled Network Elements from AT&T to
                                    another provider, AT&T shall submit to U S
                                    WEST a disconnect order for such unbundled
                                    Network Elements or Combinations12 to
                                    facilitate the cessation of billing by U S
                                    WEST. The Parties agree to develop
                                    procedures to handle the transfer of an end
                                    user service from one provider to another.

                      3.2.17.5      [Intentionally left blank for numbering
                                    consistency.]

                      3.2.17.6      When ordering Unbundled Loops, AT&T is
                                    responsible for obtaining or providing
                                    facilities and equipment that are compatible
                                    with the loop.

                      3.2.17.7      To the extent a U S WEST provided unbundled
                                    loop is provisioned without U S WEST
                                    provided unbundled switching, AT&T will have
                                    responsibility for testing the unbundled
                                    loop. If, at AT&T's request, U S WEST must
                                    dispatch to perform tests on an unbundled
                                    loop, and the fault is not in U S WEST
                                    facilities, a charge may apply.

                      3.2.17.8      To the extent a U S WEST provided unbundled
                                    loop is provisioned without unbundled U S
                                    WEST provided unbundled switching, AT&T will
                                    be responsible for providing the AT&T switch
                                    interface, if applicable, on the U S WEST
                                    MDF interface to facilitate plant test.

     3.3  Systems Interfaces and Information Exchanges
___________________________________
/10/ Per Order 27236 at 8.
/11/ Per Order 27236 at 8.
/12/ Per Order 27236 at 8

                                      18
<PAGE>

                                                                    Attachment 5


                  3.3.1.1  Operational Systems Interfaces - Interface
                           Implementation Timetable

                             3.3.1.1.1  U S WEST's initial operational systems
                                        interfaces deployment on January 1,
                                        1997, will support Pre-ordering,
                                        Ordering, Provisioning and Repair
                                        capabilities for POTS (non-design)
                                        services and billing capabilities for
                                        most U S WEST product offerings.
                                        Subsequent phases of the plan
                                        incorporate the capabilities to support
                                        designed services for Pre-ordering,
                                        Ordering, Provisioning, and Maintenance
                                        and Repair. Time frames for delivery of
                                        the operational support systems for
                                        designed services are estimated to be in
                                        the 2nd and 3rd quarters of 1997.

                             3.3.1.1.2  U S WEST will develop long term mediated
                                        access.

          3.3.2   Permanent Access to Systems Interfaces

                  3.3.2.1    U S WEST shall provide to AT&T a real-time,
                             electronic interface(s) for transferring and
                             receiving information and executing Service Pre-
                             Ordering, Ordering, Provisioning, Maintenance and
                             Repair transactions for unbundled Network Elements
                             and Resale Services, and any other database access
                             required by FCC rules and regulations. In addition
                             U S WEST shall also provide the electronic
                             interfaces specified in this Agreement which
                             support business processes or database access. The
                             interface(s) shall be capable of supporting all of
                             the steps in the OBF developed ordering and
                             provisioning process. These steps include pre-order
                             service inquiry, pre-order service inquiry
                             response, firm order acknowledgment/rejection, firm
                             order confirmation, and completion notification.

                             3.3.2.1.1  The Parties will jointly review each OBF
                                        standard upon completion. The review
                                        shall be completed within thirty (30)
                                        days, unless otherwise agreed to by the
                                        Parties. The review shall result in a
                                        mutual agreement on whether the new
                                        standard will be deployed. Within thirty
                                        (30) days of agreement to deploy the new
                                        standard, the Parties shall agree on a
                                        schedule for such deployment.

                  3.3.2.2    U S WEST shall provide AT&T a common electronic
                             interface that will permit the transmittal of
                             business and residential transactions.

          3.3.3   Ordering and Provisioning for Resale Services

                  U S WEST shall provide a real time electronic interface with
                  at least the following specifications:

                  3.3.3.1    U S WEST shall provide to AT&T a real-time,
                             electronic interface to U S WEST information
                             systems to allow AT&T to assign telephone number(s)
                             (if the Customer does not already have a telephone
                             number or requests a change of telephone number).

                                      19
<PAGE>

                                                                    Attachment 5

                      3.3.3.2       For resold services not subject to standard
                                    intervals, U S WEST shall provide to AT&T a
                                    real-time, electronic interface to schedule
                                    dispatch and installation appointments.

                      3.3.3.3       U S WEST shall provide to AT&T a real-time,
                                    electronic interface to U S WEST Customer
                                    information systems which will allow AT&T to
                                    determine if a service call is needed to
                                    install the line or service.

                      3.3.3.5       U S WEST shall provide to AT&T a real-time,
                                    electronic interface which transmits status
                                    information on service orders.

              3.3.4   Ordering and Provisioning for Unbundling

                      3.3.4.1       For unbundled Network Elements not subject
                                    to standard intervals, U S WEST shall
                                    provide to AT&T, when available, a real-
                                    time, electronic interface which will allow
                                    AT&T to schedule appointments, and adjust
                                    pending order due dates in real-time.

                      3.3.4.2       U S WEST shall provide AT&T with results
                                    from mechanized loop tests.

                      3.3.4.3       U S WEST shall provide AT&T with
                                    confirmation of circuit assignments.

    3.4  Standards

              3.4.1  General Requirements

                      3.4.1.1       AT&T and U S WEST shall agree upon the
                                    appropriate ordering and provisioning codes
                                    to be used for each Network Element or
                                    Combinations/13/ thereof. These codes shall
                                    apply to all aspects of the unbundling of
                                    that Network Element or Combination/14/ of
                                    Network Elements and shall be known as data
                                    elements as defined by the
                                    Telecommunications Industry Forum Electronic
                                    Data Interchange Service Order Subcommittee
                                    (TCIF-EDI-SOSC), or as mutually agreed.

4.       Connectivity Billing and Recording

              This Section 4 describes the requirements for U S WEST to bill and
              record all charges AT&T incurs for purchasing services under this
              Agreement.

    4.1  Procedures

              4.1.1   The Parties recognize that deviations and discrepancies
                      may occur from the various industry standards and other
                      standards referenced in this Agreement. Subject to such
                      discrepancies and deviations, U S WEST shall comply with
                      these various standards. Discrepancies and deviations will
                      be documented and reviewed.

                      4.1.1.1       Within forty-five (45) days after request,
                                    the Parties will develop processes by which
                                    U S WEST will inform AT&T of deviations from
                                    standards for billing. The Parties agree
                                    that they will negotiate discrepancies and
                                    deviations in good faith. Further, the
                                    Parties agree that those documented

_________________________________
/13/ Per Order 27236 at 8.
/14/ Per Order 27236 at 8.

                                      20
<PAGE>

                                                                    Attachment 5

                                    deviations from such standards documented by
                                    U S WEST to AT&T shall supersede sections of
                                    technical standards applicable to such
                                    deviations referenced in this Agreement.

              4.1.2   U S WEST shall record and bill in accordance with this
                      Agreement those charges AT&T incurs as a result of AT&T
                      purchasing from U S WEST services, as set forth in this
                      Agreement (hereinafter "Connectivity Charges").

              4.1.3   U S WEST shall format each bill for Connectivity Charges
                      (hereinafter "Connectivity Bill") in accordance with the
                      CRIS, CABS or SECAB standard as appropriate to the
                      services billed.

              4.1.4   Each service purchased by AT&T shall be assigned a
                      separate and unique billing code or identifier in the form
                      agreed to by the Parties and such code or identifier shall
                      be provided to AT&T on each Connectivity Bill in which
                      charges for such services appear. Each such billing code
                      or identifier shall enable AT&T to identify the service as
                      purchased by AT&T.

              4.1.5   Each Connectivity Bill shall set forth the quantity and
                      description of each such service provided and billed to
                      AT&T. All Connectivity Charges billed to AT&T shall
                      indicate the state from which such charges were incurred.

              4.1.6   U S WEST shall bill AT&T for each service supplied by U S
                      WEST to AT&T pursuant to this Agreement at the rates set
                      forth in Attachment 1 to this Agreement.

              4.1.7   U S WEST shall bill AT&T for the Connectivity Charges
                      incurred; provided however, that, for those usage based
                      Connectivity Charges where actual charge information is
                      not determinable by U S WEST because the jurisdiction
                      (i.e., interstate, interstate/interLATA, intrastate,
                      intrastate/ intraLATA, local) of the traffic is
                      unidentifiable, or for any other reason, the Parties shall
                      jointly develop a process to determine the appropriate
                      charges.

              4.1.8   Measurement of usage-based Connectivity Charges shall be
                      in actual conversation seconds. For local interconnection
                      traffic provided under Attachments 3 and 4 of this
                      Agreement, the total conversation time per chargeable
                      traffic types shall be totaled for the entire monthly bill
                      cycle, rounded to the next whole minute and then billed at
                      the contract rate. For Resold Services provided under
                      Attachment 2 of this Agreement the total conversation time
                      shall be measured in accordance with U S WEST's retail
                      tariff and billed at the contract rate.

              4.1.9   U S WEST shall provide to AT&T at no additional charge a
                      Single Point of Contact for handling any Connectivity
                      Billing questions or problems that may arise during the
                      implementation and performance of the terms and conditions
                      of this Agreement.

              4.1.10  U S WEST shall provide a Single Point of Contact for the
                      handling of any data exchange questions or problems that
                      may arise during the implementation and performance of the
                      terms and conditions of this Agreement.

              4.1.11  As soon as possible after the Effective Date of this
                      Agreement, each Party shall provide the other Party
                      written notice of which form of the monthly Connectivity
                      Bill is to be deemed the official bill to assist the
                      Parties in resolving any conflicts that may arise

                                      21
<PAGE>

                                                                    Attachment 5

                      between the official bill and another form of bill
                      received via a different media which purportedly contains
                      the same charges as are on the official bill.

              4.1.12  If either Party requests an additional copy(ies) of a
                      bill, such Party shall pay the other Party a reasonable
                      fee per additional bill copy, unless such copy was
                      requested due to errors, omissions, or corrections or the
                      failure of the transmission to comply with the
                      specifications set forth in this Agreement.

              4.1.13  When sending Connectivity Bills via electronic
                      transmission, to avoid transmission failures or the
                      receipt of Connectivity Billing information that cannot be
                      processed, AT&T shall provide U S WEST process
                      specifications. U S WEST shall comply with mutually agreed
                      upon processing specifications when U S WEST transmits
                      Connectivity Billing data to AT&T. AT&T shall provide to U
                      S WEST notice if a Connectivity Billing transmission is
                      not received that does not meet mutually agreed upon AT&T
                      specifications. Faulty or failed transmissions shall be
                      corrected and resubmitted to AT&T, at U S WEST's sole
                      expense.

              4.1.14  U S WEST shall deliver to a location specified by AT&T,
                      billing information via Connect Direct, magnetic tape or
                      paper, as agreed to by AT&T and U S WEST. In the event of
                      an emergency, system failure or other such condition which
                      prevents U S WEST from transmitting via Connect Direct, U
                      S WEST shall notify AT&T of such difficulties within two
                      (2) hours of detection. U S WEST shall deliver to a
                      location specified by AT&T billing information via
                      magnetic tape or paper, as agreed to by AT&T and U S WEST.
                      The Parties acknowledge that all tapes transmitted to the
                      other Party via U.S. Mail or overnight delivery service
                      and which contain Connectivity Billing data shall not be
                      returned to the sending party.

              4.1.15  [Intentionally left blank for numbering consistency]

              4.1.16  Billed amounts, which are being reasonably disputed or
                      reasonably queried, or for which reasonable claims have
                      been filed, are not due for payment until such disputes,
                      claims or queries have been fully resolved by both AT&T
                      and U S WEST.

              4.1.17  Bill Reconciliation

                      4.1.17.1   Each Party agrees to notify the other Party
                                 upon the discovery of a billing discrepancy
                                 ("Notice of Discrepancy".)

                      4.1.17.2   In the event of such Notice of Discrepancy, the
                                 Parties shall endeavor to resolve the
                                 discrepancy within sixty (60) calendar days
                                 after the Notice of Discrepancy is issued using
                                 normal business procedures. If the discrepancy
                                 is disputed, resolution of such dispute is
                                 expected to occur at the first level of
                                 management resulting in a recommendation for
                                 settlement of the dispute and closure of a
                                 specific billing period.

                      4.1.17.3   Closure of a specific billing period shall
                                 occur by joint agreement of the Parties whereby
                                 the Parties agree that such billing period is
                                 closed to any further analysis and financial
                                 transactions, except those resulting from an
                                 Audit. Closure shall take place within nine (9)
                                 months of the Bill Date. The month being closed
                                 represents those Connectivity Charges that were
                                 billed or should have been billed by the
                                 applicable bill date.

                                      22
<PAGE>

                                                                    Attachment 5

                4.1.17.4      If the dispute is not resolved within the allotted
                              time frame, the following resolution procedure
                              shall begin:

                              4.1.17.4.1   If the dispute is not resolved within
                                           sixty (60) days of the Notice of
                                           Discrepancy, the dispute shall be
                                           escalated to the second level of
                                           management for resolution.

                              4.1.17.4.2   If the dispute is not resolved within
                                           ninety (90) days of Notice of
                                           Discrepancy, the dispute shall be
                                           escalated to the third level of
                                           management for resolution.

                              4.1.17.4.3   If the dispute is not resolved within
                                           one hundred and twenty (120) days of
                                           the Notice of Discrepancy, upon the
                                           written request of either Party
                                           within such one hundred and twenty
                                           (120) day period, the dispute may be
                                           resolved pursuant to the dispute
                                           resolution provision set forth in
                                           Part A of this Agreement.

        4.1.18  U S WEST shall reimburse AT&T for incorrect Connectivity Billing
                charges, including, without limitation: overcharges, services
                ordered or requested but not delivered, interrupted services,
                services of poor quality and installation problems, if such
                problems are caused by U S WEST. Such reimbursements shall be
                set forth in the appropriate section of the Connectivity Bill
                pursuant to appropriate standards.

        4.1.17  The Parties agree to record call information in accordance with
                this Section 4.1. To the extent technically feasible, each Party
                shall record all call detail information associated with every
                call that one Party bills to the other Party. AT&T may request,
                through the BFR process the recording of call records and/or
                call detail information that is not currently recorded by U S
                WEST. These records shall be provided and retained pursuant to
                Section 5 of this Attachment.

        4.1.18  When AT&T collocates with U S WEST in U S WEST's facility as
                described in this Agreement, capital expenditures (e.g., costs
                associated with building the "cage"), shall not be included in
                the Connectivity Bill provided to AT&T pursuant to this
                Attachment 5. All such capital expenses shall be given a unique
                BAN and invoice number. All invoices for capital expenses shall
                be sent to the location specified by AT&T for payment. All other
                non-capital recurring collocation expenses shall be billed to
                AT&T in accordance with this Agreement. (The CABS/SECABS Billing
                Output Specifications (BOS) documents provide the guidelines on
                how to bill the Connectivity Charges associated with
                collocation.)

        4.1.19  Local Number Portability

                4.1.19.1   In accordance with the terms and conditions set forth
                           in this Agreement, U S WEST shall record and provide
                           to AT&T all detail information associated with an
                           alternately billed call to an AT&T local exchange
                           customer whose telephone number has been ported from
                           U S WEST under INP as further described in this
                           Agreement.

        4.1.20  Meet Point Billing

                4.1.20.1   AT&T and U S WEST will establish meet-point billing
                           ("MPB") arrangements in accordance with the Meet
                           Point Billing guidelines adopted by and

                                      23
<PAGE>

                                                                    Attachment 5

                          contained in the OBFs MECAB and MECOD documents,
                          except as otherwise mutually agreed to by the Parties.
                          Both Parties will use their best reasonable efforts,
                          individually and collectively, to maintain provisions
                          in their respective federal and state access tariffs,
                          and/or provisions within the National Exchange Carrier
                          Association (NECA) Tariff No. 4, or any successor
                          tariff to reflect the MPB arrangements identified in
                          this Agreement, in MECAB and in MECOD.

               4.1.20.2   The Parties will agree on a meet point percentage to
                          enable the joint provisioning and billing of Switched
                          Access Services to third parties in conformance with
                          the Meet Point Billing guidelines adopted by and
                          contained in the Ordering and Billing Forum's MECAB
                          and MECOD documents and referenced in U S WEST's
                          Switched Access Tariffs. The Parties understand and
                          agree that MPB arrangements are available and
                          functional only to/from Interexchange Carriers who
                          directly connect with the tandem(s) that AT&T sub-
                          tends in each LATA.

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

               4.1.20.4   AT&T and U S WEST will implement the "Multiple
                          Bill/Single Tariff" option in order to bill any
                          interexchange carrier (IXC) for that portion of the
                          network elements provided by AT&T and U S WEST. For
                          all traffic carried over the MPB arrangement, AT&T and
                          U S WEST shall bill IXCs all applicable elements at
                          the rates specified in their respective tariffs.

               4.1.20.5   U S WEST shall provide to AT&T the billing name,
                          billing address, and carrier identification code (CIC)
                          of the IXCs that may utilize any portion of AT&T
                          network in an AT&T/U S WEST MPB arrangement in order
                          to comply with the MPB Notification process as
                          outlined in the MECAB document. Such information shall
                          provide to AT&T in the format and via the medium that
                          the Parties agree. If U S WEST does not have a CIC for
                          any IXC that will utilize a portion of AT&T network in
                          an AT&T/U S WEST MPB arrangement, and for whom U S
                          WEST must supply to AT&T MPB billing information, then
                          until such carrier has obtained a CIC, U S WEST will
                          submit the LEC's CIC on those MPB records provided to
                          AT&T for MPB. U S WEST understands and agrees that it
                          will be solely responsible for obtaining any
                          reimbursements from such carriers who have utilized
                          the jointly provided networks of U S WEST and AT&T.

               4.1.20.6   U S WEST and AT&T agree that in an MPB arrangement
                          where one party provides local transport and the other
                          party provides the end office switching, the party who
                          provides the end office switching is entitled to bill
                          any residual interconnection charges (RIC) and common
                          carrier line (CCL) charges associated with the
                          traffic. The Parties further agree that in those MPB
                          situations where one party sub-tends the other party's
                          access tandem, the party providing the access tandem
                          in only entitled to bill the access tandem fee and any
                          associated local transport charges. The Parties also
                          agree that the party who provides the end office
                          switching is entitled to bill end office

                                      24
<PAGE>

                                                                    Attachment 5

                          switching fees, local transport charges, RIC and CCL
                          charges, as appropriate, and such other applicable
                          charges.

               4.1.20.7   U S WEST and AT&T will record and transmit MPB
                          information in accordance with the standards and in
                          the format set forth in this Attachment. U S WEST and
                          AT&T will coordinate and exchange the billing account
                          reference ("BAR") and billing account cross reference
                          (BACR) numbers for the MPB arrangements described in
                          this Agreement. Each party will notify the other if
                          the level of billing or other BAR/BACR elements
                          change, resulting in a new BAR/BACR number.

               4.1.20.8   If MPB data is not processed and delivered by either U
                          S WEST or AT&T and sent to the other party within ten
                          (10) calendar days of the relevant recording period
                          and in turn such party is unable to bill the IXC for
                          the appropriate charges, the party who failed to
                          deliver the data will be held liable for the amount of
                          the unbillable charges.

               4.1.20.9   If MPB data is not submitted within ten (10) calendar
                          days of the relevant recording period or is not in the
                          proper format as set forth in this Agreement, and if
                          as a result the other party is delayed in billing the
                          IXC for the appropriate charges it incurs, the
                          delaying party shall pay the other party a late MPB
                          data delivery charge which will be the total amount of
                          the delayed charges times a monthly rate that shall
                          not exceed 1.5% which may be levied by law for
                          commercial transactions, compounded daily for the
                          number of days from the date the MPB charges should
                          have been received to and including the date the MPB
                          charge information is actually received.

               4.1.20.10  Errors in MPB data exchange by the Parties may be
                          discovered by AT&T, U S WEST or the billable IXC. Both
                          AT&T and U S WEST agree to provide the other
                          Partyparty with notification of any discovered errors
                          within two (2) Business Days of the discovery. The
                          other Party shall correct the error within eight (8)
                          Business Days of notification and resubmit the data.
                          In the event the errors cannot be corrected within the
                          time period specified above, the erroneous data shall
                          be considered lost. If MPB data is lost due to
                          uncorrectable errors or otherwise, the Parties shall
                          follow the procedures set forth in Section 5 of this
                          Attachment and compensate the other for the lost MPB
                          billing data.

               4.1.20.11  In the event AT&T purchases from U S WEST Network
                          Elements, or Combination/15/ thereof, in a LATA other
                          than the LATA to or from which the MPB services are
                          homed and in which U S WEST operates an access tandem,
                          U S WEST shall, except in instances of capacity
                          limitations, permit and enable AT&T to sub-tend to the
                          U S WEST access tandem switch(es) nearest to the AT&T
                          rating point(s) associated with the NPA-NXX(s) to/from
                          which the MPB services are homed In such event, AT&T
                          shall be responsible for the transport facilities
                          crossing LATA boundaries. In instances of capacity
                          limitation at a given access tandem switch, AT&T shall
                          be allowed to subtend to the next nearest U S WEST
                          access tandem switch in which sufficient capacity is
                          available. The MPB percentages for

___________________________
/15/ Per Order 27236 at 8.

                                      25
<PAGE>

                                                                    Attachment 5

                          each new rating point/access tandem pair shall be
                          calculated in accordance with MECAB and MECOD.

     4.2      Information Exchange and Interfaces

              4.2.1   U S WEST shall provide AT&T a monthly Connectivity Bill
                      that includes all Connectivity Charges incurred by and
                      credits and/or adjustments due to AT&T for those services
                      ordered, established, utilized, discontinued or performed
                      pursuant to this Agreement. For each account, U S WEST
                      shall issue one (1) bill per month and the billing cycle
                      shall be on a calendar basis. Each Connectivity Bill
                      provided by U S WEST to AT&T shall include:

                      4.2.1.1  all non-usage sensitive charges incurred for the
                               current bill period.

                      4.2.1.2  any known unbilled non-usage sensitive charges
                               for prior periods;

                      4.2.1.3  usage sensitive charges for the current relevant
                               bill period, (from the last bill date and
                               extending up to, and including, the current bill
                               date);

                      4.2.1.4  any known unbilled usage sensitive charges for
                               prior periods; and

                      4.2.1.5  any known unbilled adjustments.

              4.2.3   The bill date must be present on each bill transmitted by
                      U S WEST to AT&T, must be a valid calendar date, and not
                      more than ninety (90) days old. Connectivity Bills shall
                      not be rendered for any Connectivity Charges which are
                      incurred under this Agreement on or before two hundred and
                      seventy (270) days preceding the bill date, except as
                      otherwise permitted by law.

              4.2.4   On each bill where "Jurisdiction" is identified, local and
                      local toll charges shall be identified as 'Local' and not
                      as interstate, interstate/interLATA, intrastate, or
                      intrastate/intraLATA. U S WEST shall provide from and
                      through dates for charges rendered on all Connectivity
                      Bills.

              4.2.5   U S WEST shall separately identify business charges from
                      residence charges, as appropriate and shall assign a
                      specific adjustment or reference number provided by AT&T
                      to each adjustment and credit included on the Connectivity
                      Bill.

              4.2.6   U S WEST and AT&T shall issue all Connectivity Bills in
                      accordance with the terms and conditions set forth in this
                      Section 4. On Connectivity Bills U S WEST renders to AT&T,
                      Billing Account Numbers (BANs) shall be thirteen (13)
                      character alpha/numeric and there shall only be one (1)
                      BAN per State unless otherwise agreed to by the Parties.
                      The Bill Date shall be the same day month to month. Each
                      Party shall provide the other Party at least thirty (30)
                      calendar days written notice prior to changing, adding or
                      deleting a BAN. The Parties shall provide one (1)
                      Connectivity Billing invoice associated with each BAN.
                      Each invoice must contain an invoice number (which will
                      vary from month to month). On each bill associated with a
                      BAN, the appropriate invoice number and the charges
                      contained on such invoice must be reflected. All
                      Connectivity Bills must be received by the other Party no
                      later than ten (10) calendar days from bill date and at
                      least thirty-five (35) calendar days prior to the payment
                      due date (as described in Part A of this Agreement),
                      whichever is earlier. Any Connectivity Bill received on a
                      Saturday, Sunday or a day designated as a bank holiday
                      will be deemed received the next Business Day. If either
                      Party fails to receive Connectivity Billing data and

                                      26
<PAGE>

                                                                    Attachment 5

                      information within the time period specified above, then
                      the payment due date will be extended by the number of
                      days receipt has been delayed.

              4.2.7   U S WEST shall issue all Connectivity Bills containing
                      such billing data and information in accordance with the
                      most current version of CRIS or CABS /SECABS published by
                      Bellcore, or its successor, or such later versions as are
                      adopted by Bellcore, or its successor as appropriate to
                      the services being billed. To the extent that there are no
                      CRIS, CABS, or SECAB standards governing the formatting of
                      certain data, such data shall be issued in the format
                      mutually agreed to by U S WEST and AT&T, and in accordance
                      with Attachment 6 to this Agreement.

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

              4.2.9   U S WEST and AT&T agree that each Party shall transmit
                      Connectivity Billing information and data in the
                      appropriate format as provided herein, electronically via
                      Connect Direct to the other Party at the location
                      specified by such Party. AT&T data centers will be
                      responsible for originating the calls for data
                      transmission. U S WEST shall transmit in accordance with
                      the technical specifications mutually agreed upon by the
                      Parties. AT&T will supply to U S WEST its RACF ID and
                      password before the first transmission of data via Connect
                      Direct. Any changes to either Party's Connect Direct Node
                      ID must be sent to the other Party no later than thirty
                      (30) calendar days before the changes take effect.

              4.2.10  In emergency situations when tape transmittal has been
                      used U S WEST shall adhere to the tape packaging
                      requirements set forth in this Agreement. Where magnetic
                      tape shipping containers are transported in freight
                      compartments, adequate magnetic field protection shall be
                      provided by keeping a 6-inch distance from any magnetic
                      field generating device (except a magnetron-tape device).
                      U S WEST shall only use those shipping containers that
                      contain internal insulation to prevent damage. U S WEST
                      shall clearly mark on the outside of each shipping
                      container its name, contact and return address. U S WEST
                      shall not ship any Connectivity Billing tapes in
                      unprotected tape canisters.

              4.2.11  All emergency billing data transmitted via tape must be
                      provided on a cartridge (cassette) tape and must be of
                      high quality, conform to the Parties' record and label
                      standards, 9-track, odd parity, 6250 BPI group coded
                      recording mode and extended binary-coded decimal
                      interchange code (EBCDIC). Each reel of tape must be 100%
                      tested at 20% or better "clipping" level with full width
                      certification and permanent error free at final
                      inspection. AT&T reserves the right to destroy a tape that
                      has been determined to have unrecoverable errors. AT&T
                      also reserves the right to replace a tape with one of
                      equal or better quality.

              4.2.12  The header record will be formatted in accordance with the
                      appropriate IBM, CABS or EDI standards as mutually agreed
                      upon by the Parties.

                                      27
<PAGE>

                                                                    Attachment 5

              4.2.13  A single 6-digit serial number must appear on the external
                      (flat) surface of the tape for visual identification. This
                      number shall also appear in the "dataset serial number
                      field" of the first header record of the IBM standard tape
                      label. This serial number shall consist of the character
                      "V" followed by the reporting location's four digit
                      Originating Company Code and a numeric character chosen by
                      the sending Party. The external and internal label shall
                      be the same. The dataset name shall appear on the flat
                      side of the reel and also in the "data set name field" on
                      the first header record of the IBM standard tape label. U
                      S WEST's name, address, and contact shall appear on the
                      flat side of the cartridge or reel.

              4.2.14  Tape labels shall conform to IBM OSVS Operating System
                      Standards contained in the IBM Standard Labels Manual. IBM
                      standard labels are 80-character records recorded in
                      EBCDIC, odd parity.

              4.2.15  U S WEST shall conform to the Standard Volume Label Format
                      which will be mutually agreed upon by the Parties.

              4.2.16  U S WEST shall use the IBM Standard Dataset Label Format
                      which will be mutually agreed upon by the Parties.

              4.2.17  U S WEST shall use test and production dataset format
                      which will be mutually agreed upon for all Connectivity
                      Bills.

     4.3      Standards

              4.3.1   At least thirty (30) calendar days prior to U S WEST
                      sending AT&T a mechanized bill for the first time via
                      electronic transmission, U S WEST shall send to AT&T
                      connectivity bill data in the appropriate mechanized
                      format (e.g., CABS or SECAB) for testing to ensure that
                      bills can be processed and that bills comply with the
                      requirements of this Attachment. After receipt of the test
                      data from U S WEST AT&T will notify U S WEST if the
                      connectivity billing transmission meets AT&T testing
                      specifications. If the transmission fails to meet the
                      mutually agreed upon test and production dataset format,
                      then, U S WEST shall make the necessary corrections within
                      a mutually agreeable time frame. At least three (3) sets
                      of testing data must meet AT&T testing specifications
                      prior to U S WEST sending AT&T a mechanized production
                      connectivity bill for the first time via electronic
                      transmission or tape. Thereafter, U S WEST may begin
                      sending AT&T production connectivity bills via electronic
                      transfer on the next bill date, or within ten (10)
                      calendar days, whichever is later.

              4.3.2   U S WEST shall also provide to AT&T a designated point of
                      contact, U S WEST's applicable operating company number
                      ("OCN") at least thirty (30) days prior to testing and at
                      least thirty (30) days prior to a change of OCN.

              4.3.3   At least ninety (90) days prior to any change in existing
                      formats or change to a different format, U S WEST shall
                      send to AT&T connectivity bill data in the appropriate
                      mechanized format for testing to ensure that the bills can
                      be processed and that the bills comply with the
                      requirements of this Attachment. U S WEST agrees that it
                      shall not send to AT&T bill data in the new mechanized
                      format until such bill data has met the testing
                      specifications as set forth in this section.

              4.3.4   During the testing period, in addition to CONNECT DIRECT,
                      U S WEST shall also transmit to AT&T Connectivity Billing
                      data and information via paper or tape as specified by
                      AT&T. Test tapes shall be sent to an AT&T specified
                      location.

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<PAGE>

              4.3.5   For Connectivity Bills issued in CABS or SECAB format, U S
                      WEST agrees that if it transmits data to AT&T in a
                      mechanized format, U S WEST shall also comply with the
                      following specifications which are not contained in CABS
                      or SECAB guidelines but which are necessary for AT&T to
                      process Connectivity Billing information and data:

                      4.3.5.1  The bill date shall not contain spaces or non-
                               numeric values.

                      4.3.5.2  Each Connectivity Bill must contain at least one
                               (1) detail record.

                      4.3.5.3  Any "from" date should be less than or equal to
                               the associated "thru" date and neither date can
                               contain spaces.

                      4.3.5.4  The invoice number must not have embedded spaces
                               or low values.

              4.3.6   U S WEST agrees that in order to ensure the proper
                      performance and integrity of the entire Connectivity
                      Billing process, U S WEST shall be responsible and
                      accountable for transmitting to AT&T an accurate and
                      current bill. U S WEST agrees to implement control
                      mechanisms and procedures to render a bill that accurately
                      reflects the services ordered and used by AT&T.

5.       Provision Of Customer Usage Data

         This Section 5 sets forth the terms and conditions for U S WEST's
         provision of Recorded Usage Data (as defined in this Attachment 5) to
         AT&T and for information exchange regarding long distance billing.

    5.1  Procedures

              5.1.1  General

                      5.1.1.1       U S WEST shall comply with various industry,
                                    OBF, and other standards referred to
                                    throughout this Agreement. To satisfy these
                                    requirements, the Parties agree to a mutual
                                    interpretation of all standards referred to
                                    in this Section.

                      5.1.1.2       The Parties shall mutually agree to OBF
                                    standards and the additional standards
                                    outlined in this Agreement when recording
                                    and transmitting Usage Data.

                      5.1.1.3       As new standards are developed and adopted
                                    by industry, U S WEST and AT&T will
                                    negotiate mutually agreeable implementation
                                    of those standards.

                      5.1.1.4       U S WEST shall record all usage to be billed
                                    to AT&T originating from, terminating to or
                                    billed to AT&T Customers using U S WEST
                                    services ordered by AT&T. Recorded Usage
                                    Data includes, but is not limited to, the
                                    following categories of information:

                                    Call Attempts
                                    Completed Calls
                                    Use of CLASS/LASS/Custom Features
                                    Calls To Information Providers Reached Via U
                                    S WEST Facilities And Contracted By U S WEST

                                      29
<PAGE>

                                    Calls To Directory Assistance Where U S WEST
                                    Provides Such Service To An AT&T Customer
                                    Calls Completed Via U S WEST-Provided
                                    Operator Services Where U S WEST Provides
                                    Such Service To AT&T Local Service Customer
                                    For U S WEST-Provided Centrex Service,
                                    Station Level Detail Records Shall Include
                                    Complete Call Detail And Complete Timing
                                    Information

                      5.1.1.5       Retention of Records: U S WEST shall
                                    maintain a machine readable back-up copy of
                                    the message detail provided to AT&T for a
                                    minimum of forty-five (45) calendar days. U
                                    S WEST shall provide any data back-up to
                                    AT&T upon the request of AT&T.

                      5.1.1.6       U S WEST shall provide to AT&T Recorded
                                    Usage Data for AT&T Customers only. U S WEST
                                    shall not submit other carrier local usage
                                    data as part of the AT&T Recorded Usage
                                    Data.

                      5.1.1.7       U S WEST shall not bill to AT&T Customers
                                    any recurring or non-recurring charges for
                                    service provided by U S WEST to AT&T except
                                    where explicitly permitted to do so within a
                                    written agreement between U S WEST and AT&T.

                      5.1.1.8       The Parties shall record and rate all calls
                                    to Information Service Providers (e.g., 976
                                    service calls) and shall bill such calls
                                    directly the calling party's local service
                                    provider. In the event a Party's end-user
                                    disputes such a call, that Party may
                                    recourse consistent with the recourse
                                    arrangement the billing Party has with its
                                    information service provider.

                      5.1.1.9       U S WEST shall provide Recorded Usage Data
                                    to AT&T billing locations as designated by
                                    AT&T.

                      5.1.1.10      U S WEST shall establish an Interconnect
                                    Service Center (ISC) or similar function to
                                    serve as AT&T single point of contact to
                                    respond to AT&T call usage, data error, and
                                    record transmission inquiries.

                                    5.1.1.10.1 U S WEST shall provide AT&T with
                                               a single point of contact and
                                               Remote Identifiers for each
                                               sending location.

                      5.1.1.11      AT&T shall provide a single point of contact
                                    responsible for receiving usage transmitted
                                    by U S WEST and receiving usage tapes from a
                                    courier service in the event of a facility
                                    outage.

                      5.1.1.12      U S WEST shall bill and AT&T shall pay the
                                    charges for Recorded Usage Data. Billing and
                                    payment shall be in accordance with the
                                    applicable terms and conditions set forth in
                                    Connectivity Billing and Recording Section
                                    of this Attachment 5.

                      5.1.1.13      Without waiver of, and in addition to the
                                    Audit and Examination rights set forth in
                                    the General Section of this Agreement, upon
                                    reasonable notice and at reasonable times, a
                                    Party or its authorized representatives may
                                    examine the recording Party's AMA records
                                    which relate to perceived problems with the
                                    recordings of the usage data relating to the
                                    billed Party under this Attachment.

                                      30
<PAGE>

              5.1.2   Charges

                      5.1.2.1       The parties may charge fees for recording,
                                    rating or transmitting usage data. For the
                                    six (6) months following the initial
                                    recording, rating or transmitting of
                                    non-test usage data, the Parties shall not
                                    charge each other.

                      5.1.2.2       No charges shall be assessed for incomplete
                                    call attempts.

              5.1.3   Central Clearinghouse & Settlement

                      5.1.3.1       U S WEST shall support and participate with
                                    AT&T to develop an in and out-collect
                                    process developed for intra-region
                                    alternately billed messages.

                      5.1.3.2       U S WEST shall settle with AT&T for both
                                    intra-region and inter-region billing
                                    exchanges of calling card, bill-to-third
                                    party, and collect calls, including
                                    settlement through the CMDS CATS system for
                                    inter-region billing.

              5.1.4   Lost Data

                      5.1.4.1       Loss of Recorded Usage Data - AT&T recorded
                                    usage data determined to have been lost,
                                    damaged or destroyed as a result of an error
                                    or omission by U S WEST in its performance
                                    of the recording function shall, upon AT&T
                                    request, be recovered by U S WEST at no
                                    charge to AT&T. In the event the data cannot
                                    be recovered by U S WEST, U S WEST shall
                                    estimate the messages and associated
                                    revenue, with assistance from AT&T, based
                                    upon the method described below. This method
                                    shall be applied on a consistent basis,
                                    subject to modifications agreed to by U S
                                    WEST and AT&T. This estimate shall be used
                                    to adjust amounts AT&T owes U S WEST for
                                    services U S WEST provides in conjunction
                                    with the provision of recorded usage data.

                      5.1.4.2       Partial Loss - U S WEST shall review its
                                    daily controls to determine if data has been
                                    lost. When there has been a partial loss,
                                    actual message and minute volumes shall be
                                    reported, if possible. Where actual data are
                                    not available, a full day shall be estimated
                                    for the recording entity, as outlined in the
                                    following paragraphs. The amount of the
                                    partial loss is then determined by
                                    subtracting the data actually recorded for
                                    such day from the estimated total for such
                                    day.

                      5.1.4.3       Complete Loss - Estimated message and minute
                                    volumes for each loss consisting of an
                                    entire AMA tape or entire data volume due to
                                    its loss prior to or during processing, loss
                                    after receipt, degaussed before processing,
                                    receipt of a blank or unreadable tape, or
                                    lost for other causes, shall be reported.

                      5.1.4.4       Estimated Volumes - From message and minute
                                    volume reports for the entity experiencing
                                    the loss, U S WEST shall secure
                                    message/minute counts for the four (4)
                                    corresponding days of the weeks preceding
                                    that in which the loss occurred and compute
                                    an average of these volumes. U S WEST shall
                                    apply the appropriate average revenue per
                                    message

                                      31
<PAGE>

                                    ("ARPM") mutually agreed upon to the
                                    estimated message volume to arrive at the
                                    estimated lost revenue.

                      5.1.4.5       If the day of loss is not a holiday but one
                                    (1) (or more) of the preceding corresponding
                                    days is a holiday, U S WEST shall use
                                    additional preceding weeks in order to
                                    procure volumes for two (2) non-holidays in
                                    the previous two (2) weeks that correspond
                                    to the day of the week that is the day of
                                    the loss

                      5.1.4.6       If the loss occurs on a weekday that is a
                                    holiday (except Christmas and Mother's Day),
                                    U S WEST shall use volumes from the two (2)
                                    preceding Sundays.

                      5.1.4.7       If the loss occurs on Mother's Day or
                                    Christmas, U S WEST shall use volumes from
                                    that day in the preceding year multiplied by
                                    a growth rate mutually agreed upon by the
                                    Parties.

                      5.1.4.8       AT&T may also request data be provided that
                                    has previously been successfully provided by
                                    U S WEST to AT&T. U S WEST shall re-provide
                                    such data, if available, at a mutually
                                    agreed to charge by the Parties.

              5.1.5   Testing, Changes and Controls

                      5.1.5.1       The Recorded Usage Data, EMR format,
                                    content, and transmission process shall be
                                    tested as mutually agreed to by the Parties.

                      5.1.5.2       Interface Testing:  The purpose of this test
                                    is to ensure that the usage records can be
                                    sent by U S WEST to AT&T and can be accepted
                                    and processed by AT&T. U S WEST shall
                                    provide a test file to AT&T designated
                                    Regional Processing Center (RPC) in the
                                    format that shall be used for live day-to-
                                    day processing. The file's test content and
                                    volume shall be mutually agreed to by the
                                    Parties. AT&T shall review the file and
                                    verify that it conforms to its data center
                                    requirements. AT&T shall notify U S WEST in
                                    writing whether the format is acceptable.
                                    AT&T shall also provide U S WEST with the
                                    agreed-upon control reports as part of this
                                    test.

                      5.1.5.3       Operational Test:  The purpose of this test
                                    is to ensure that volumes of usage in
                                    consecutive sequence can be extracted,
                                    distributed, and processed by U S WEST and
                                    AT&T.

                      5.1.5.4       For testing purposes U S WEST shall provide
                                    AT&T with U S WEST recorded usage for a
                                    minimum of five (5) consecutive days. AT&T
                                    shall provide U S WEST with the message
                                    validation reports associated with test
                                    usage.

                      5.1.5.5       Test File: Test data should be transported
                                    via CONNECT DIRECT whenever possible. In the
                                    event that courier service must be used to
                                    transport test media, the physical tape
                                    characteristics to be used are described in
                                    this Attachment.

                      5.1.5.6       Periodic Review:  Control procedures for all
                                    usage transferred  between U S WEST and AT&T
                                    shall require periodic  review.  This review
                                    may be

                                      32
<PAGE>

                                    included as part of an annual audit of U S
                                    WEST by AT&T or as part of the normal
                                    production interface management function.
                                    Breakdowns which impact the flow of usage
                                    between U S WEST and AT&T must be identified
                                    and jointly resolved as they occur. The
                                    resolution may include changes to control
                                    procedures, as similar problems would be
                                    avoided in the future. Any changes to
                                    control procedures shall be mutually agreed
                                    upon by AT&T and U S WEST.

                      5.1.5.7       U S WEST Software Changes:

                                    5.1.5.7.1 When U S WEST plans to introduce
                                              any software changes which impact
                                              the format or content structure of
                                              the usage data feed to AT&T,
                                              designated U S WEST personnel
                                              shall notify AT&T no less than one
                                              hundred twenty (120) calendar days
                                              before such changes are
                                              implemented.

                                    5.1.5.7.2 U S WEST shall communicate the
                                              projected changes to the
                                              appropriate groups in AT&T so that
                                              potential impacts on AT&T
                                              processing can be determined.

                                    5.1.5.7.3 AT&T personnel shall review the
                                              impact of the change on the entire
                                              control structure and the Post
                                              Conversion Test Plan, herein. AT&T
                                              shall negotiate any perceived
                                              problems with U S WEST and shall
                                              arrange to have the data tested
                                              utilizing the modified software.

                                    5.1.5.7.4 If it is necessary for U S WEST to
                                              request changes in the schedule,
                                              content or format of usage data
                                              transmitted to AT&T, U S WEST
                                              shall notify AT&T.

                      5.1.5.8.      AT&T Requested Changes:

                                    5.1.5.8.1 AT&T may request changes in the
                                              schedule, content, format of the
                                              usage data transmitted from U S
                                              WEST, as deemed necessary by AT&T.

                                    5.1.5.8.2 When the negotiated changes are to
                                              be implemented, AT&T and/or U S
                                              WEST shall arrange for testing of
                                              the modified data in a Post
                                              Conversion Test Plan designed to
                                              encompass all types of changes to
                                              the usage data transferred by U S
                                              WEST to AT&T and the methods of
                                              transmission for that data.

                      5.1.5.9       U S WEST System Change Description:

                                    5.1.5.9.1 For a U S WEST system change, U S
                                              WEST shall provide AT&T with an
                                              overall description of the change,
                                              stating the objective and a brief
                                              explanation of the reasons for the
                                              change.

                                    5.1.5.9.2 During the initial negotiations
                                              regarding the change, U S WEST
                                              shall provide a list of the
                                              specific records and/or

                                      33
<PAGE>

                                              systems impacted by the change to
                                              designated AT&T personnel.

                                    5.1.5.9.3  U S WEST shall also provide AT&T
                                               a detailed description of the
                                               changes to be implemented. It
                                               shall include sufficient detail
                                               for designated AT&T personnel to
                                               analyze and estimate the effects
                                               of the changes and to design
                                               tests to verify the accuracy of
                                               the implementation.

                      5.1.5.10      Change Negotiations:

                                    5.1.5.10.1 AT&T shall be notified in writing
                                               of all proposed change
                                               negotiations initiated by U S
                                               WEST in writing. In turn, AT&T
                                               shall notify U S WEST in writing
                                               of proposed change negotiations
                                               initiated by AT&T.

                                    5.1.5.10.2 After formal notification of
                                               planned changes, whether
                                               originated by U S WEST or AT&T,
                                               designated AT&T personnel shall
                                               schedule negotiation meetings as
                                               required with designated U S WEST
                                               personnel. The first meeting
                                               should produce the overall change
                                               description (if not previously
                                               furnished) and the list of
                                               records and/or systems affected.

                                    5.1.5.10.3 In subsequent meetings, U S WEST
                                               shall provide the detailed
                                               description of changes to be
                                               implemented. After reviewing the
                                               described changes, designated
                                               AT&T personnel shall negotiate a
                                               detailed test procedure with U S
                                               WEST.

                      5.1.5.11      Changes to controls:  AT&T may request
                                    changes to the control structure. The
                                    Parties shall mutually agree to the
                                    requested changes.


                      5.1.5.12      Verification Of Changes

                                    5.1.5.12.1 Based on the detailed description
                                               of changes furnished by U S WEST,
                                               AT&T and U S WEST personnel
                                               shall:

                                    Determine the type of change(s) to be
                                    implemented;
                                    Develop a comprehensive test plan;
                                    Negotiate scheduling and transfer of
                                    modified data with U S WEST;
                                    Negotiate testing of modified data with the
                                    appropriate AT&T RPC;
                                    Negotiate processing of verified data
                                    through the AT&T billing system with the
                                    RPC;
                                    Arrange for review and verification of
                                    testing with appropriate AT&T groups;
                                    Arrange for review of modified controls, if
                                    applicable.

                      5.1.5.13  Introduction of Changes:

                                      34
<PAGE>

                                    5.1.5.13.1 When all the testing requirements
                                               have been met and the results
                                               reviewed and accepted, designated
                                               AT&T and U S WEST personnel
                                               shall:

                      Negotiate an implementation schedule; and
                      Verify the existence of a contingency plan with the
                      appropriate AT&T personnel; and
                      Arrange for the follow-up review of changes
                      with appropriate AT&T personnel; and
                      Arrange for appropriate changes in control program, if
                      applicable; and
                      Arrange for long-term functional review of impact of
                      changes on the AT&T billing system, i.e., accuracy,
                      timeliness, and completeness.

     5.2      Information Exchange and Interfaces

              5.2.1   Core Billing Information

                      5.2.1.1       Recorded Usage Data includes all intraLATA
                                    toll and local usage. U S WEST shall provide
                                    AT&T with unrated EMR records associated
                                    with all intraLATA toll and local usage
                                    which they record on AT&T's behalf. Any
                                    category, group and/or record types approved
                                    in the future for U S WEST shall be included
                                    if they fall within the definition of Local
                                    Service Resale. AT&T shall be given
                                    notification thirty (30) days prior to
                                    implementation of a new type, category
                                    and/or record.

                      5.2.1.2       U S WEST shall provide rated EMR records
                                    only when explicit consent for sending such
                                    records has been obtained from AT&T.

                      5.2.1.3       All messages recorded by a Party and billed
                                    to the other Party are to be transmitted to
                                    the billed Party. Recorded usage includes
                                    all usage billable to the other Party.

                      5.2.1.4       Data Delivery Schedules: Data shall be
                                    delivered to AT&T by U S WEST daily (Monday
                                    through Friday except holidays) unless
                                    otherwise negotiated. AT&T and/or U S WEST
                                    Data Center holidays are excluded. U S WEST
                                    and AT&T shall exchange schedules of
                                    designated Data Center holidays.

              5.2.2   Local Account Maintenance

                      5.2.2.1       When AT&T purchases local service from U S
                                    WEST, and, as appropriate, when AT&T
                                    purchases certain unbundled Network
                                    Elements, U S WEST shall provide AT&T with
                                    local account maintenance as described
                                    herein.

                      5.2.2.2       When notified by a CLEC that an AT&T
                                    customer has switched to CLEC's service, U S
                                    WEST shall provision the change and notify
                                    AT&T via Connect:Direct within twenty-four
                                    (24) hours of the provisioning that the
                                    customer has changed to another service
                                    provider ("OutPLOC").

                      5.2.2.3       When notified by AT&T that a customer has
                                    changed his/her PIC only from one
                                    interexchange carrier to another, U S WEST
                                    shall provision the PIC only change.

                                      35
<PAGE>

                      5.2.2.4       If notified by an IXC using a '01' PIC order
                                    record that a AT&T customer has changed
                                    his/her PIC only, U S WEST shall reject the
                                    order and notify that IXC using an industry
                                    standard '3148' record with the operating
                                    company number of AT&T indicated, that a
                                    '01' care PIC record should be sent to AT&T
                                    for processing.

              5.2.3   Product/Service Specific

                      5.2.3.1       Subject to conditions specified in Section
                                    5.1.1(c) of this Attachment 5, U S WEST
                                    shall provide a Specialized Service/Service
                                    Provider Charge record to support the
                                    Special Features Star Services if these
                                    features are part of U S WEST's offering.
                                    Such record shall be an EMR 10-01-18 record
                                    or industry standard record as may
                                    subsequently be mutually agreed to by the
                                    Parties. Such record shall be a 10-01-18
                                    record or Bellcore assigned record as may be
                                    subsequently agreed to by the Parties.

              5.2.4   Emergency Information

                      5.2.4.1       U S WEST shall provide the transport
                                    facility for transmitting usage and billing
                                    data between the U S WEST location and the
                                    AT&T location. U S WEST shall transmit via
                                    CONNECT DIRECT whenever possible. In the
                                    event usage transfer cannot be accommodated
                                    by CONNECT DIRECT because of extended (one
                                    (1) Business Day or longer) facility
                                    outages, U S WEST shall contract for a
                                    courier service to transport the data via
                                    tape.

                      5.2.4.2       The Parties shall mutually agree to the
                                    following standards when emergency data is
                                    transported to AT&T on tape or cartridge via
                                    a courier. The data shall be in fixed or
                                    variable block format as mutually agreed to
                                    by the Parties:

                                    Tape:            9-track, 6250 (or 1600) BPI
                                    (Bytes per inch)
                                    Cartridge:       38,000 BPI (Bytes per inch)
                                    LRECL:           2,472 Bytes
                                    Parity:          Odd
                                    Character Set:   Extended Binary Coded
                                    Decimal Interchange Code (EBCDIC)
                                    External labels: Exchange Carrier Name,
                                    Dataset Name (DSN) and volume serial number
                                    Internal labels: IBM Industry OS labels
                                    shall be used. They consist of a single
                                    volume label and two (2) sets of header and
                                    trailer labels.

                      5.2.4.1       To the extent the above standards are
                                    changed or revised, the Parties may agree to
                                    negotiate the incorporation of such new
                                    standards.

              5.2.5   Rejected Recorded Usage Data

                      5.2.5.1       At the discretion of AT&T, any messages that
                                    cannot be rated and/or billed by AT&T may be
                                    returned to U S WEST via CONNECT DIRECT.
                                    Returned messages shall be sent directly to
                                    U S WEST in EMR format. Standard EMR return
                                    codes shall be utilized.

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<PAGE>

              5.2.6   Interfaces

                      5.2.6.1       The Parties shall transmit formatted
                                    Recorded Usage Data via Connect Direct.

                      5.2.6.2       AT&T shall notify U S WEST of resend
                                    requirements if a pack or entire dataset
                                    must be replaced due to pack rejection,
                                    damage in transit, dataset name failure,
                                    etc.

                      5.2.6.3       Critical edit failure on the pack header or
                                    pack trailer records shall result in pack
                                    rejection (e.g., detail record count not
                                    equal to grand total included in the pack
                                    trailer). Notification of pack rejection
                                    shall be made by AT&T within one (1)
                                    Business Day of processing. Rejected packs
                                    shall be corrected by U S WEST and
                                    retransmitted to AT&T within twenty-four
                                    (24) hours or within an alternate time frame
                                    negotiated on a case by case basis.

                      5.2.6.4       A pack shall contain a minimum of one (1)
                                    message record or a maximum of 9,999 message
                                    records plus a pack header record and a pack
                                    trailer record. A file transmission contains
                                    a maximum of ninety-nine (99) packs. A
                                    dataset shall contain a minimum of one (1)
                                    pack. U S WEST shall provide AT&T one
                                    dataset per sending location, with the
                                    agreed upon RAO/OCN populated in the header
                                    and trailer records.

              5.2.7   Formats & Characteristics

                      5.2.7.1       Rated in collect messages should be
                                    transmitted via the CONNECT DIRECT and can
                                    be intermingled with the unrated messages.
                                    No special packing is needed.

                      5.2.7.2       EMR: U S WEST shall provide Recorded Usage
                                    Data in the EMR format and by category,
                                    group and record type, and shall be
                                    transmitted, via a direct feed, to AT&T. The
                                    types of EMR records that AT&T can expect to
                                    receive from U S WEST, includes, but is not
                                    limited to the following:

                      Header Record         20-21-01, 20-20-01 or 20-24-01
                      Trailer Record        20-21-02, 20-20-02 or 20-24-02
                      Detail Records*       01-01-01, 06, 08, 14, 17, 18, 31,
                                            32, 35, 37, 80, 81, 82, 10-01-01,
                                            06, 08, 14, 17, 18, 31, 32, 35, 37
                      Credit Records        03-01-01, 06, 08, 14, 17, 18, 31,
                                            32, 35, 37, 80, 81, 82,
                      Rated Credits         41-01-01, 06, 08, 14, 17, 18, 31,
                                            32, 35, 37, 80, 81, 82,
                      Cancel Records        51-01-01, 06, 08, 09, 14, 17, 18,
                                            31, 32, 35, 37, 80, 81, 82,
                      Correction Records    71-01-01, 06, 08, 14, 17, 18, 31,
                                            32, 35, 37, 80, 81, 82,

                      * Category 01 is utilized for rated messages; Category 10
                      is utilized for unrated messages. Category 10 records are
                      to have indicator 13 populated with a value of 5

                                    5.2.7.2.1 To the extent the above standards
                                              are changed or revised, the
                                              Parties may agree to incorporate
                                              such new standards.

                      5.2.7.3       U S WEST shall comply with the most current
                                    version of Bellcore standard practice
                                    guidelines for formatting EMR records.

                                      37
<PAGE>

                                                                    Attachment 5

                      5.2.7.4       The Interfacing Bell RAO, OCN, and remote
                                    identifiers shall be used by AT&T to control
                                    invoice sequencing and each shall have its
                                    own invoice controls. The OCN shall also be
                                    used to determine where the message returns
                                    file, containing any misdirected and
                                    unguidable usage, shall be sent.

                      5.2.7.5       The file's Record Format (RECFM) shall be
                                    Variable Block or fixed as negotiated, Size
                                    and the Logical Record Length (LRECL) shall
                                    be as mutually agreed to by the Parties.

                      5.2.7.6       Intentionally left blank for numbering
                                    consistency..

                      5.2.7.7       U S WEST shall transmit the usage to AT&T
                                    using dataset naming conventions mutually
                                    agreed upon by the Parties.

              5.2.8   Controls

                      5.2.8.1       AT&T shall test and certify the CONNECT
                                    DIRECT interface to ensure the accurate
                                    receipt of Recorded Usage Data.

                      5.2.8.2       Header and trailer records shall be
                                    populated in positions 13-27 with the
                                    following information:

                           Position

                           13-14                     Invoice numbers (1-99)
                           15-16                     Bell Co. ID number
                           17-19                     Interfacing Bell RAO Code
                           20-23                     AT&T OCN - value 7229
                           24-27                     Reseller OCN

                           The trailer grand total record count shall be
                           populated with total records in pack (excluding
                           header & trailer)

                      5.2.8.3       Control Reports: AT&T accepts input data
                                    provided by U S WEST in EMR format in
                                    accordance with the requirements and
                                    specifications detailed in this Attachment
                                    5. In order to ensure the overall integrity
                                    of the usage being transmitted from U S WEST
                                    to AT&T, data transfer control reports shall
                                    be required. These reports shall be provided
                                    by AT&T to U S WEST on a daily or otherwise
                                    negotiated basis and shall reflect the
                                    results of the processing for each pack
                                    transmitted by U S WEST.

                      5.2.8.4       Control Reports - Distribution: Since U S
                                    WEST is not receiving control reports,
                                    dataset names shall be established during
                                    detailed negotiations.

                      5.2.8.5       Message Validation Reports: AT&T shall
                                    provide Message Validation reports to the
                                    designated U S WEST System Control
                                    Coordinator once a day (or as otherwise
                                    agreed to by the Parties). These reports
                                    shall be provided for all data received
                                    within U S WEST Local Resale feed and shall
                                    be transmitted Monday through Friday.

                                      38
<PAGE>

                                                                    Attachment 5

                      5.2.8.6       Incollect Pack Processing:  This report
                                    provides vital statistics and control totals
                                    for packs rejected and accepted and dropped
                                    messages. The information is provided in the
                                    following report formats and control levels:

                                    U S WEST Name; and
                                    Reseller total messages processed in a pack;
                                    and
                                    Packs processed shall reflect the number of
                                    messages initially erred and accepted within
                                    a pack; and
                                    Reseller total packs processed.

     5.3      Standards

                  5.3.1    When requested for security purposes and on an
                           exception basis when a reasonable need is
                           demonstrated, a Party shall provide the other Party
                           with Recorded Usage Data within two (2) hours of the
                           call completion or within the same period that the
                           recording Party would have that data for itself under
                           similar circumstances. If not available in EMR
                           format, the Recorded Usage Data may be provided in
                           AMA format.

                  5.3.2    U S WEST shall include the Working Telephone Number
                           (WTN) of the call originator on each EMR call record.

                  5.3.3    End user Customer usage records and station level
                           detail records shall be in packs in accordance with
                           EMR standards or applicable industry standards as
                           defined in Section 5.3.1 of this Attachment.

                  5.3.4    U S WEST shall provide Recorded Usage Data once a day
                           to AT&T on a schedule to be determined by the
                           Parties, Monday through Friday, excluding holidays.
                           The Parties shall work together to reach agreement on
                           an acceptable holiday schedule. U S WEST shall
                           provide to AT&T the Recorded Usage Data not more than
                           one Business Day after termination of the call for
                           which usage data is to be provided.

                  5.3.5    U S WEST shall segregate and organize the Recorded
                           Usage Data in accordance with Section 5.2.7 of this
                           Attachment.

         5.4      Standards for Reporting and Transmitting Usage Data
                  This subject is to be addressed according to the procedures
                  set forth in Section 52 of Part A of this Agreement

         5.5      Reporting
                  This subject is to be addressed according to the procedures
                  set forth in Section 52 of Part A of this Agreement

6.       Maintenance

         6.1      Interim Maintenance and Repair Processes
                  This subject is to be addressed according to the procedures
                  set forth in Section 52 of Part A of this Agreement

         6.2      General Requirements

                                      39
<PAGE>

                                                                    Attachment 5


                  6.2.1    U S WEST shall provide repair, maintenance, testing,
                           and surveillance for all Telecommunications Services
                           and unbundled Network Elements and Combinations 16in
                           accordance with the terms and conditions of this
                           Agreement.

                           6.2.1.1  U S WEST shall provide AT&T with the same
                                    level of maintenance support as U S WEST
                                    provides itself in accordance with standards
                                    and performance measurements that U S WEST
                                    uses and/or which are required by law,
                                    regulatory agency, or by U S WEST's own
                                    internal procedures, whichever are the most
                                    rigorous. These standards shall apply to the
                                    quality of the technology, equipment,
                                    facilities, processes, and techniques
                                    (including, but not limited to, such new
                                    architecture, equipment, facilities, and
                                    interfaces as U S WEST may deploy) that U S
                                    WEST provides to AT&T under this Agreement.

                           6.2.1.2  U S WEST shall provide a SPOC (Single Point
                                    of Contact) for Residence, and a SPOC for
                                    Business for AT&T to report via telephone
                                    (800 number) maintenance issues and trouble
                                    reports twenty four (24) hours a day and
                                    seven (7) days a week. The SPOC Residence
                                    800 number, and SPOC Business 800 number,
                                    will be the numbers for all of U S WEST's 14
                                    states.

                           6.2.1.3  U S WEST shall provide AT&T maintenance
                                    dispatch personnel on the same schedule that
                                    it provides its own Customers.

                  6.2.2    AT&T shall handle all interaction with AT&T Customers
                           including all calls regarding service problems,
                           scheduling of technician visits, and notifying the
                           Customer of trouble status and resolution. When a U S
                           WEST Technician is on site, the customer will be
                           statused in accordance with standard U S WEST
                           procedures.

                  6.2.3    AT&T and U S WEST will provide their respective
                           customers with the correct telephone numbers to call
                           for access to their respective repair bureaus.

                  6.2.4    Customers of AT&T shall be instructed to report all
                           cases of trouble to AT&T as appropriate. Customers of
                           U S WEST shall be instructed to report all cases of
                           trouble to U S WEST as appropriate. AT&T and U S WEST
                           will provide their respective repair contact numbers
                           to one another on a reciprocal basis.

                  6.2.5    U S WEST shall cooperate with AT&T to meet
                           maintenance standards for all Telecommunications
                           Services, unbundled network elements and
                           Combinations17 ordered under this Agreement. Such
                           maintenance standards shall include, without
                           limitation, standards for testing, network
                           management, call gapping, and notification of
                           upgrades as they become available.

                  6.2.6    All U S WEST employees or contractors who perform
                           repair service for AT&T Customers shall follow
                           mutually agreed to procedures in all their
                           communications with AT&T Customers. At a minimum,
                           these procedures, and protocols shall ensure that:
                           (1) U S WEST employees or contractors shall perform
                           repair service that is at least equal in quality to
                           that provided to U S WEST Customers; (2) trouble
                           calls from AT&T Customers shall receive response time
                           priority that is at least equal

____________________________________
/16/ Per Order 27236 at 8.
/17/ Per Order 27236 at 8.
                                      40
<PAGE>

                                                                    Attachment 5

                           to that of U S WEST Customers, regardless of whether
                           the Customer is an AT&T Customer or a U S WEST
                           Customer.

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

                  6.2.8    U S WEST shall perform scheduled maintenance,
                           including, without limitation, required and
                           recommended maintenance intervals and procedures, for
                           all Telecommunications Services, Network Elements and
                           Combinations/18/ provided to AT&T under this
                           Agreement equal in quality to that currently provided
                           by U S WEST in the maintenance of its own network.

                           6.2.8.1  U S WEST shall exercise its best efforts to
                                    provide the designated AT&T SPOC at least
                                    sixty (60) days advance notice of any
                                    scheduled activity which will likely impact
                                    AT&T customers.

                           6.2.8.2  Plans for significant service affecting
                                    activities shall include, at a minimum, the
                                    following information: location and type of
                                    facilities, specific work to be performed,
                                    date and time work is scheduled to commence,
                                    work schedule to be followed, date and time
                                    work is scheduled to be completed, estimated
                                    number of work hours for completion.
                                    Examples of such activities include, but are
                                    not limited to: office conversions, cable
                                    facility rolls, and tandem re-homes.

                  6.2.9    U S WEST shall exercise its best efforts to notify
                           AT&T of all non-scheduled activities to be performed
                           by U S WEST on any network element, including,
                           without limitation, any hardware, equipment,
                           software, or system, providing service functionality
                           which will likely impact AT&T Customers.

                           6.2.9.1  U S WEST shall provide to the designated
                                    SPOC maximum advance notice of such
                                    non-scheduled activities in the same time
                                    and manner that it provides to its operation
                                    service centers.

                           6.2.9.2  U S WEST shall perform emergency maintenance
                                    as promptly as possible to maintain or
                                    restore service and shall promptly advise
                                    the AT&T designated SPOC of any such actions
                                    it takes.

                  6.2.10   U S WEST shall provide AT&T a detailed description of
                           any and all emergency restoration plans and disaster
                           recovery plans which are in place during the term of
                           this Agreement. Such plans shall include, at a
                           minimum, the following: (a) provisions for immediate
                           notification to AT&T of the existence, location, and
                           source of any emergency network outage potentially
                           affecting an AT&T Customer; (b) establishment of a
                           single point of contact responsible for initiating
                           and coordinating the restoration of all Local
                           Services and Network Elements or Combinations;/19/
                           (c) methods and procedures to provide AT&T with real-
                           time access to information relating to the status of
                           restoration efforts and problem resolution during the
                           restoration process; (d) an inventory and description
                           of mobile restoration

_______________________________________
/18/Per Order 27236 at 8.
/19/Per Order 27236 at 8.
                                      41
<PAGE>

                                                                    Attachment 5


                           equipment, by location; (e) methods and procedures
                           for reprovisioning of all Telecommunications Services
                           and network elements or Combinations/20/ after
                           initial restoration, (f) equal priority, as between
                           AT&T Customers and U S WEST Customers, for
                           restoration efforts, consistent with FCC Service
                           Restoration guidelines, including, without
                           limitation, deployment of repair personnel, and
                           access to spare parts and components, and (g) a
                           mutually agreeable process for escalation of
                           maintenance problems, including a complete, up-to-
                           date list of responsible contacts, each available
                           twenty-four (24) hours per day, seven (7) days per
                           week.

                           6.2.10.1   For purposes of this subsection 6, an
                                      emergency network outage is defined as
                                      5,000 or more blocked call attempts in a
                                      ten (10) minute period for all Customers
                                      in a single exchange.

                           6.2.10.2   AT&T and U S WEST will work cooperatively
                                      to assess up chain (end office to tandem
                                      calls), down chain (tandem to end office
                                      calls), and overall customer impact. U S
                                      WEST categorizes, reports and reacts to
                                      network outages using FCC reporting
                                      criteria and U S WEST Abnormal Condition
                                      Report Criteria.

                  6.2.11   U S WEST and AT&T shall establish mutually acceptable
                           methods and procedures for the immediate handling of
                           misdirected calls from AT&T customers to U S WEST
                           requesting repair. The Customer shall be informed
                           that AT&T is its local service provider (LSP), and
                           the U S WEST representative will provide the AT&T
                           customer with the appropriate telephone number of the
                           AT&T repair center. If the LSP screen indicator is
                           not available, the U S WEST representative will ask
                           the AT&T customer if it knows the name of its LSP.
                           The U S WEST representative will provide the AT&T
                           customer with the appropriate number of the AT&T
                           repair center. These calls are limited to repair
                           information only, and are not to be used for
                           marketing purposes.

                  6.2.12   When electronic interface is available, U S WEST
                           shall inform AT&T of repair completion and trouble
                           reason within ten (10) minutes upon completion. If no
                           electronic interface is available, AT&T will provide
                           a SPOC for U S WEST to call as soon as possible after
                           repair completion. U S WEST shall notify AT&T that
                           the trouble has been cleared. This is done on a real-
                           time basis. Therefore the technician will notify AT&T
                           in a similar manner, for both dispatched-in and
                           dispatched-out troubles. The report shall not be
                           considered closed until such notification is made.
                           AT&T will contact its Customer to determine if
                           repairs were completed and confirm the trouble no
                           longer exists.

                  6.2.13   U S WEST and AT&T shall mutually develop escalation
                           procedures to be followed if, in AT&T judgment, any
                           performance standard defined in this Agreement is not
                           met for any individual trouble report. The escalation
                           procedures to be provided shall include names and
                           telephone numbers of U S WEST management personnel
                           who are responsible for maintenance issues and who
                           will be contacted when a trouble condition is
                           escalated.

                  6.2.14   In the event U S WEST shall fail to conform to any
                           specified performance and service quality standards,
                           identified elsewhere in this Agreement (mutually
                           agreed to), U S WEST shall perform and deliver to
                           AT&T, a standard root cause analysis of

____________________________________
/20/ Per Order 27236 at 8.

                                      42
<PAGE>

                                                                    Attachment 5

                           the reasons for U S WEST's failure to conform, and U
                           S WEST shall correct said cause as soon as possible,
                           at its own expense.

                  6.2.15   Dispatching of U S WEST technicians to AT&T Customer
                           premises shall be accomplished by U S WEST pursuant
                           to a request received from AT&T. AT&T shall be able
                           to schedule maintenance appointments in intervals at
                           parity with U S WEST upon opening of trouble report.

                  6.2.16   [Intentionally left blank for numbering consistency]

                  6.2.17   U S WEST shall supply AT&T with a unique number to
                           identify each AT&T initial trouble report opened.

                           6.2.17.1       U S WEST and AT&T agree to a trouble
                                          priority and severity coding format
                                          for all trouble reports handled
                                          between the two companies.

                                          Troubles are prioritized according to
                                          appointment schedules:

                                          6.2.17.1.1 Priority 1 = Out of Service
                                          6.2.17.1.2 Priority 2 = Affecting
                                                                  Service
                                          6.2.17.1.3 Priority 3 = Feature
                                                                  Trouble

                           6.2.17.2 Customer has the ability to escalate.

                  6.2.18   U S WEST shall provide for resale any
                           maintenance/protection plans for services offered
                           under this Agreement to AT&T that it offers U S
                           WEST's own Customers.

                  6.2.19   U S WEST's current trouble reporting system does not
                           provide the capability to reopen a closed trouble
                           report. Therefore, U S WEST shall allow AT&T to
                           designate that a trouble report is associated with
                           the initial trouble report which was closed in the
                           past twenty-four (24) hours without repairs being
                           performed to the Customer's satisfaction. U S WEST
                           shall measure the frequency of these types of
                           repeated reports and will demonstrate
                           non-discriminatory treatment to AT&T.

                  6.2.20   Additional Unbundling Requirements

                           6.2.20.1   When trouble is reported by a Customer
                                      served through unbundled Network Elements,
                                      AT&T will test its network to identify any
                                      problems. If no problems are identified
                                      with the AT&T network, AT&T will open a
                                      trouble report with U S WEST and provide
                                      switch-based test results to the U S WEST
                                      technician. U S WEST shall then test its
                                      portion of the network and perform repairs
                                      as required in the time frames set forth
                                      below in this Attachment.

                                      6.2.20.1.1 If U S WEST tests the unbundled
                                                 loop and no trouble found
                                                 ("NTF"), the same shall be
                                                 reported back to AT&T. If, upon
                                                 testing the unbundled loop, the
                                                 trouble is isolated to the
                                                 Customer side of the NID
                                                 (inside wire, CPE, etc.), AT&T
                                                 shall be billed a trouble
                                                 isolation charge ("TIC"). If,
                                                 after AT&T has opened a trouble
                                                 ticket, it cancels the trouble
                                                 ticket before a U S WEST
                                                 technician has been dispatched
                                                 on the trouble, no charges will
                                                 apply. If the U S WEST
                                                 technician has

                                      43
<PAGE>

                                                                    Attachment 5

                                      been dispatched on the reported trouble
                                      before the trouble ticket is canceled by
                                      AT&T, a TIC will be applied.

                           6.2.20.1.2 AT&T will coordinate combined
                                      testing or repair activities until trouble
                                      is resolved. U S WEST shall provide repair
                                      updates to AT&T. For trouble isolation
                                      both Parties will cooperatively test to
                                      isolate the trouble as required.

     6.3      Systems Interfaces and Information Exchanges

                  6.3.1    U S WEST shall cooperate with AT&T to establish
                           real-time, electronic interface by AT&T to U S WEST's
                           maintenance systems and databases. This system shall
                           be based on existing and future uniform industry
                           standards being worked in T1M1 standards committee
                           and Electronics Communications Implementation
                           Committee ("ECIC") industry forum.

                           6.3.1.1  An electronic bond will be a system to
                                    system connection with immediate update
                                    capability. In no way shall this interface
                                    cause AT&T personnel to use U S WEST systems
                                    via remote hook up or any other means of
                                    access.

                           6.3.1.2  This interface shall allow AT&T personnel to
                                    perform the following functions for AT&T
                                    Customers: (i) enter trouble reports in the
                                    U S WEST maintenance systems for an AT&T
                                    Customer, (ii) retrieve and track current
                                    status on all AT&T Customer trouble report;
                                    (iii) receive "estimated time to repair"
                                    (ETTR) on a real-time basis; (iv) receive
                                    immediate notification in the event a repair
                                    person is unable to be present for, or
                                    anticipates missing, a scheduled repair
                                    appointment, and (v) retrieve all time and
                                    material charges that apply to AT&T at the
                                    time of ticket closure (itemized by time
                                    spent, price of materials used, procedures
                                    employed, amounts incurred in each such
                                    category, and total by Customer, per event
                                    (vi) receive automated notification of case
                                    closure.

                           6.3.1.3  Automated interfaces must be provided into a
                                    centralized operations support systems data
                                    base for real time network monitoring to
                                    proactively identify potential service
                                    degradation. Such systems must monitor and
                                    report on the integrity of the U S WEST
                                    network, isolate trouble and where
                                    applicable (e.g., when an unbundled loop is
                                    connected to an unbundled port or when an
                                    unbundled loop includes such equipment as
                                    DCS, D4, etc.), initiate repair operations,
                                    test individual unbundled loops and generate
                                    maintenance and repair notices that impact
                                    any end user's ability to complete calls.
                                    Ongoing maintenance practices on such
                                    unbundled loops must be equal to or exceed
                                    the practices employed by U S WEST for
                                    facilities used to provide Services For
                                    Resale.

                           6.3.1.4  U S WEST agrees to develop and implement, as
                                    soon as possible, with a target date of
                                    November 1, 1997 the electronic interfaces
                                    described above.

              6.3.2        U S WEST agrees that AT&T may report troubles
                           directly to a single U S WEST Repair/Maintenance
                           Center for both residential and business Customers.
                           The Repair Center will have two separate numbers, one
                           for residence and one for business. CLEC's will be
                           treated in the same manner as U S WEST customers.

                                      44
<PAGE>

                                                                    Attachment 5

              6.3.3        U S WEST shall perform all testing for Resale
                           Services. U S WEST shall provide the capability for
                           AT&T to receive MLT test results while AT&T customer
                           is on line during the initial trouble report, when
                           technically feasible in the U S WEST network.

              6.3.3.1      U S WEST shall provide test results to AT&T, if
                           appropriate, for trouble clearance. In all instances,
                           U S WEST will provide AT&T with the disposition of
                           the trouble .

              6.3.4        U S WEST shall provide to AT&T the ability to obtain
                           the status on open maintenance trouble reports via
                           telephone or by another interface as agreed to by the
                           Parties. U S WEST agrees to provide the status of
                           residence and small business trouble reports upon
                           AT&T request.

              6.3.5        U S WEST agrees to provide to AT&T the status for
                           open maintenance trouble reports for large business
                           Customers anytime the status of the trouble report
                           changes or at AT&T request.

              6.3.6        U S WEST agrees that AT&T may call U S WEST to verify
                           central office features and functions as they relate
                           to an open trouble report. U S WEST agrees to work
                           with AT&T on the initial trouble report to isolate
                           the cause of the trouble and, where possible, resolve
                           the feature/function related trouble at that time.

              6.3.7        U S WEST agrees to proactively advise AT&T of any
                           central office failure that is known at the time of
                           any inquiry or trouble report. U S WEST agrees to
                           continue to work with AT&T toward implementing a
                           process to meet AT&T requirements for notification of
                           switch failures as soon as possible.

              6.3.8        U S WEST agrees to provide an Estimated Time To
                           Repair (ETTR) on all residence and small business
                           trouble reports.

              6.3.9        U S WEST agrees to develop, with AT&T cooperation,
                           mutually acceptable workcenter interface agreements
                           to document methods and procedures for interim and
                           final interfaces for each service within (30) thirty
                           days the Effective Date of this Agreement of AT&T
                           notice to U S WEST of it's initiation of that
                           service.

              6.3.9.1      After the initial deployment of the workcenter
                           processes, U S WEST agrees to continue working with
                           the AT&T to further develop, improve and refine the
                           operational process described in this Agreement.

              6.3.10       U S WEST agrees to provide AT&T repair history of
                           previous trouble reports on customer service of open
                           trouble report.

              6.3.11       U S WEST shall provide AT&T the capability to cancel
                           a trouble report.

              6.3.12       U S WEST shall provide AT&T with the capability to
                           modify a trouble report.

     6.4  Standards

              6.4.1        Maintenance charges for premises visits by U S WEST
                           employees or contractors shall be billed by AT&T to
                           its Customer.

                                      45
<PAGE>

                                                                    Attachment 5

                           6.4.1.1  U S WEST employees or contractors shall
                                    present the Customer with an AT&T provided,
                                    AT&T-branded form detailing the time spent,
                                    the materials used and an indication that
                                    the trouble has either been resolved, or
                                    that additional work will be necessary in
                                    accordance with the provisions of this
                                    Agreement.

                           6.4.1.2  If additional work is required, U S WEST
                                    employees or contractors shall call AT&T
                                    from Customer premises so that AT&T can
                                    schedule a new appointment with U S WEST and
                                    Customer at the same time.

              6.4.2        U S WEST agrees to work with AT&T to support
                           expeditious development of an industry standard
                           trouble report entry format and agrees to implement
                           such standard within sixty (60) days after final
                           resolution by the Network Operation Forum (NOF).

     6.5  Performance Measurements and Reporting

              6.5.1        Cycle Time Measurements

              This subject is to be addressed according to the procedures set
              forth in Section 52 of Part A of this Agreement.

7.   Miscellaneous Services and Functions
     7.1  Permanent Systems Interfaces and Exchanges

              7.1.1        This subject is to be addressed according to the
                           procedures set forth in Section 52 of Part A of this
                           Agreement.

         7.2  Standards

         This subject is to be addressed according to the procedures set forth
         in Section 52 of Part A of this Agreement.

         7.3  Performance Measurements and Reporting
         This subject is to be addressed according to the procedures set forth
         in Section 52 of Part A of this Agreement.

                                      46
<PAGE>

Attachment 6


       INTERFACE REQUIREMENTS FOR PRE-ORDERING, ORDERING, PROVISIONING,
                      MAINTENANCE AND REPAIR, AND BILLING

                                    PURPOSE
                                    -------

1.   Purpose

     1.1  This Attachment 6 sets forth the interface requirements for pre-
          ordering, ordering and provisioning, maintenance and repair, and
          billing, where AT&T provides service to its customers through resale
          of U S WEST Local Services or through the use of Unbundled Network
          Elements and Combinations/1/.

2.   Use of Standards

     2.1  As described below, AT&T and U S WEST agree to implement each
          interface described below based upon existing and evolving industry
          standards or as mutually agreed upon. The Parties shall transition the
          electronic interfaces to industry standards within a timeframe
          mutually agreed to.

3.   Reimbursement

     3.1  Reimbursement for operational interfaces shall be as determined by the
          appropriate regulatory agency as set forth in this Interconnection
          Agreement.

4.   Scope

     4.1  This Attachment addresses the real-time transaction based protocols
          and transport networks that will be used to exchange information for:

          .    Preorder/Ordering/Provisioning for Service Resale (SR) and
               Customer Specific Unbundled Network Elements (UNEs)
          .    Maintenance/Repair for SR and UNEs

          It also addresses the batch protocols and transport networks that will
          be used to exchange information for:

          .    Recorded Customer Usage for SR and UNE
          .    Wholesale Billing for SR and UNE
          .    Recorded Usage Receivables for UNE
          .    Local Account Maintenance for SR and UNE
          .    Directory Assistance Database

          The preceding list of information to be exchanged is intended to be
          exemplary and does not represent a comprehensive list of such
          information to be exchanged between the parties.

---------------------------------
/1/ Per Order 27236 at 8.

                                       1
<PAGE>

Attachment 6

     4.2  AT&T and U S WEST will use at least one method of exchanging preorder
          information which will be real-time transaction based. AT&T and U S
          WEST may also assess and determine the arrangements and conditions to
          support Batch file transmittal for certain types of preorder
          information related to the Street Address Guide and
          Switch/Feature/Facility availability.

5.   System Interfaces

     5.1  For Pre-order, Order and Provisioning, an exchange protocol, such as
          that based upon a subset of Common Management Interface Protocol
          (CMIP) transactions referred to as Electronic Communications-Lite (EC-
          Lite), will be used to transport Electronic Data Interchange (EDI)
          formatted content. AT&T and U S WEST will use a TCP/IP based transport
          network for the exchange of EDI transactions. AT&T and U S WEST will
          translate ordering and provisioning requests from the Ordering and
          Billing Forum (OBF) forms into EDI transactions using mutually agreed
          to mappings. The Service Order SubCommittee (SOSC) of the
          Telecommunications Industry Forum/Electronic Data Interchange
          (TCIF/EDI) committee interpretations of the 850, 855, 860, 864, 865,
          870, and 977 transactions, in accordance with the OBF forms, will be
          used to convey all the necessary data to connect, modify or disconnect
          local exchange services.

     5.2  For Maintenance and Repair, the CMIP transactions referred to as
          Electronic Bonding - Trouble Administration (EB-TA) will be used. AT&T
          and U S WEST will use an X.25 transport network which is the currently
          defined standard.

     5.3  For Billing, AT&T and U S WEST will use EDI 811 and OBF Billing Output
          Specification (BOS) formats via CONNECT:Direct. Section 13 further
          defines the conditions when one or the other format will be used.

     5.4  For Local Account Maintenance (LAM), AT&T and U S WEST agree to use
          CONNECT:Direct.

     5.5  For Directory Assistance Database Information, AT&T and U S WEST agree
          to use a batch protocol and transport network that is yet to be
          determined and will be addressed in the Joint Implementation Agreement
          (JIA) described in Section 18 of this Attachment.

     5.6  Modifications to OBF forms that are required due to the absence of, or
          existence of unnecessary data fields, contents, or formats will be
          addressed in the Joint Implementation Agreement described in Section
          18 this Attachment ("JIA").

6.   Real Time Performance

     6.1  The pre-order real time interface will support the AT&T customer
          contact as executed within AT&T's Sales and Service Centers. Gateway-
          to-gateway query-response cycle time performance requirements will be
          specified as part of the Joint Implementation Agreement described in
          Section 18 of this Attachment.

     6.2  The transaction response time U S WEST provides to AT&T Sales and
          Service Center will be equal in quality with that which U S WEST
          provides to itself or other telecommunications carriers. For purposes
          of this Attachment, U S WEST agrees to provide AT&T benchmarking
          information for end-user performance based on transaction volumes
          (nominal - light volume, standard- typical volume, and worst case -
          heavy volume)AT&T. AT&T may request an improvement in the

                                       2
<PAGE>

Attachment 6

          transaction response time U S WEST provides to AT&T's Sales and
          Service Center above that which U S WEST provides to itself or other
          telecommunications carriers. through the Bona Fide Request Process,
          which is defined in the Part A of this Interconnection Agreement
          should cycle times not meet AT&T's business requirements.

7.   Compliance with Industry Standards

     7.1  AT&T and U S WEST agree to discuss the modification of these
          interfaces based upon evolving standards (e.g., data elements,
          protocols, transport networks, etc.) and guidelines issued by or
          referenced by relevant Alliance for Telecommunication Industry
          Solution (ATIS) committees. Establishment of new, or changes to
          industry standards and guidelines will be reviewed on no less than an
          annual basis commencing on the Effective Date of this Interconnection
          Agreement. This review will consider standards and guidelines that
          have reached final closure as well as those published in final form.
          Both parties agree to evaluate evolving standards and mutually
          determine the relevant modification to be implemented based upon the
          latest approved version adopted or the latest version reflecting final
          closure by the relevant (ATIS) committee or subcommittee. The parties
          will use reasonable effort to reach closure upon the necessary changes
          within no more than three(3) months of initiating each review and to
          implement the changes within nine(9) months or earlier, if reasonably
          possible, unless there is mutual agreement to a different
          implementation schedule.

     7.2  In the course of establishing operational ready system interfaces
          between U S WEST and AT&T to support Local Service delivery, AT&T and
          U S WEST may need to define and implement system interface
          specifications that are supplemental to existing standards. Where
          mutually agreed to, AT&T and U S WEST will submit such specifications
          to the appropriate standards committee and will work towards its
          acceptance as a standard.

8.   Scheduled Availability

     8.1  AT&T and U S WEST agree to an operational/production readiness as soon
          as possible with a target date of November 1, 1997 for the delivery of
          all systems interfaces described within this document, with the mutual
          understanding that (1) product delivery content is dependent on
          requirements definition and the time required to develop to these
          requirements and (2) operational readiness is dependent upon
          satisfactory test results for the transaction volumes projected by
          AT&T. AT&T and U S WEST agree to work to mutually identify, prioritize
          and track those functions which may need to be positioned in a
          subsequent systems interface delivery. These functions will be jointly
          reviewed to define the time frame for development of subsequent
          releases of the system interfaces and establish mutually agreeable
          delivery dates.

     8.2  AT&T and U S WEST agree that project schedules, timelines, milestone
          deliverables, reporting processes, among others, will be specified in
          the Joint Implementation Agreement (Section 18). These schedules and
          deliverables will be reviewed and revised as needed as part of
          regularly scheduled meetings conducted throughout the
          development/implementation cycle.

9.   Pre-Order

                                       3
<PAGE>

Attachment 6

     9.1   The Parties agree that the exchange of preordering information for
           resale services and for services provided using UNEs will be
           transmitted over the same interface.

     9.2   AT&T and U S WEST will establish a transaction-based electronic
           communications interface based upon the most current (as of the
           Effective Date of this Interconnection Agreement) version of the
           Service Order Subcommittee (SOSC) implementation guideline for
           Electronic Data Interchange (EDI). An exchange protocol, such as
           Electronic Communications-Lite (EC-Lite) will be used to transport
           EDI formatted content necessary to perform inquiries including but
           not limited to: Switch/Feature/Facility Availability, Address
           Verification, Telephone Number Assignment, Appointment Scheduling,
           and Customer Service Record requests. Without limiting other
           restrictions which may apply, Customer Service Records are provided
           for the limited purpose of supporting the resale of U S WEST local
           exchange services by AT&T or the sale of unbundled elements on behalf
           of that customer. The use of records in a manner not associated with
           the ordering process, is expressly forbidden, and is a violation of
           the terms of this Interconnection Agreement.

10.  Order and Provisioning

     10.1  When AT&T is the customer of record for the resold local exchange
           service(s), the exchange of information relating to the ordering and
           provisioning of local exchange service will be based upon the
           American National Standards Institute (ANSI) Accredited Standards
           Committee (ASC) X12 Standards as documented by the SOSC of the
           Telecommunications Industry Forum/Electronic Data Interchange
           (TCIF/EDI) committee. The Implementation Guidelines for Electronic
           Data Interchange EDI Guidelines Customer Services Issue 7 will be
           used as a baseline for implementation despite the fact that this
           document may not have reached final approval stage by the Effective
           Date of this Interconnection Agreement. An exchange protocol, such as
           EC-Lite will be used to transport EDI formatted content. The
           information exchange will be forms-based, using Local Service Request
           (LSR) Form, End User Information Form, and the Resale Service Form
           developed by the OBF as specified in the August 1996 version of the
           OBF forms in Bellcore SR STS-4710XX, and for Directory Listings,
           included with a local service request, as specified in SR STS-471102.

     10.2  The end-user specific UNE order will be based upon OBF LSR forms. The
           applicable SOSC implementation guidelines described previously also
           apply to the End-user Specific Provisioning UNE orders. U S WEST and
           AT&T agree that the information exchange will be forms-based using
           the Local Service Request Form, End User Information Form, Loop
           Service Form (which may ultimately be renamed the Loop Element form)
           and Port Form (which may ultimately be renamed the Switch Element
           Form) developed by the OBF. End-user-specific elements, or
           combinations thereof/2/, to be supported in UNE orders shall be as
           permitted in the applicable Interconnection Agreement for unbundled
           elements and subject to FCC and state regulatory requirements.

     10.3  Subject to regulatory direction or mutual agreement relative to the
           requirement of providing combinations of UNE components, AT&T and U S
           WEST will establish a method to relate, track and process as a single
           entity the individual U S WEST provided End-user specific UNE

------------------------------
/2/ Per Order 27236 at 8.

                                       4
<PAGE>

Attachment 6

           components specified at the time of the initial order./3/

     10.4  AT&T and U S WEST will use the same transaction based protocol, such
           as EC-Lite, and transport network specified for service resale for
           End-user specific UNE orders.

     10.5  The ordering of common use (non-end user specific) UNEs, as may be
           permitted under the Interconnection Agreement for unbundled elements
           and subject to FCC and state regulatory requirements, will be
           supported by a process separate from that described in the preceding
           paragraphs for end-user-specific UNEs, such system to be the same or
           similar to the mechanized process used for trunk service requests or
           another process or system as appropriate and determined by mutual
           agreement. Unless U S WEST is otherwise required by AT&T, this
           process will not employ the electronic interfaces specified in this
           Attachment Agreement, unless modified by separate agreement. U S WEST
           will support, if and to the extent required by law, this
           Interconnection Agreement or mutually agreed to, interconnection and
           operation of End-user specific UNEs used in combination with common
           use UNEs./4/ The systems and ordering process as outlined herein is
           separate and apart from the Bona Fide Request Process agreed to by
           the parties. The Joint Implementation Agreement (Section 18 of this
           Attachment 6.) will address the details related to defining a
           mechanism to correlate End-user-specific UNE orders placed via system
           interfaces with Common Use UNEs that may have been previously
           ordered.

     10.6  U S WEST will accept an 860 transaction that contains the complete
           refresh of the previously provided order information (under the
           original 850 transaction) simultaneously with the delivery of
           supplemental (new/revised) information from AT&T, subject to mutually
           agreed upon business rules. This treatment with respect to the 860
           transaction will be accepted by both parties until the SOSC
           explicitly clarifies the information exchanges associated with
           supplementing orders, or AT&T and U S WEST mutually agree to change
           the treatment.

11.  Maintenance and Repair

     11.1  The exchange of maintenance and repair information, for both U S WEST
           retail local exchange services to be resold by AT&T and for services
           AT&T provides using a U S WEST UNE or combinations of U S WEST
           UNEs/5/, will be transmitted over the same interface.

     11.2  For the purpose of exchanging fault management information, AT&T and
           U S WEST will establish an electronic bonding interface, based upon
           ANSI standards T1.227-1995 and T1.228-1995, and Electronic
           Communication Implementation Committee (ECIC) Trouble Report Format
           Definition (TRFD) Number 1 as defined in ECIC document ECIC/TRA/95-
           003, and all standards referenced within those documents. The parties
           will use the functions currently implemented for reporting access
           circuit troubles. These functions include, but are not limited to:
           Enter Trouble, Request Trouble Report Status, Add Trouble
           Information, Modify Trouble Report Attributes, Trouble Report
           Attribute Value Change (AVC) Notification and Cancel Trouble Report,
           all of which are fully explained in ANSI T1.227/T1.228-1995.
           Additional functions not currently

------------------------------
/3/ Per Order 27236 at 8.
/4/ Per Order 27236 at 8.
/5/ Per Order 27236 at 8.

                                       5
<PAGE>

Attachment 6

           implemented by the parties or defined by the standards may be
           supported by mutual agreement (e.g. Test Access and Trouble History).

     11.3  Modifications that are required due to the absence of, or existence
           of unnecessary data fields, contents, or formats will be addressed in
           the Joint Implementation Agreement (JIA) described in Section 18 of
           this Agreement.

12.  Recorded Customer Usage

     12.1  U S WEST will record the mutually agreed upon customer usage data
           that AT&T requires for its retail local service customers. The
           content of such data will be based upon a mutually agreeable
           interpretation of the BellCore Exchange Message Record (EMR) format
           to be documented within the JIA. U S WEST will provide electronic
           transmission of the recorded data using CONNECT:Direct daily on
           Monday through Friday on a schedule to be determined in the Joint
           Implementation Agreement (excluding holidays). This interface and
           format will be used to deliver recorded usage when AT&T is reselling
           retail local exchange services of U S WEST and when usage is
           associated with customers served by AT&T through one or more UNEs
           provided by U S WEST. AT&T and U S WEST will mutually agree upon the
           conditions when customer usage data recording will be provided on
           behalf of AT&T.

13.  Billing Format for Service Resale (SR) and Unbundled Network Elements (UNE)
     Payables

     13.1  Billing information for unbundled loop and port elements that are
           flat rated will be provided in a single EDI 811 format across all U S
           WEST regions via Connect:Direct. Billing information for unbundled
           trunks/interoffice transport elements that are flat rated will be
           provided in a BOS format via Connect: Direct and will appear in the
           Customer Service Record of the facility bill. Billing information for
           SR products and services that are flat rated will be provided in a
           single EDI 811 format across all U S WEST regions via Connect:Direct.
           Exceptions include, but are not limited to, frame relay which will be
           provided in a BOS format via Connect:Direct. The display of rating
           codes and the associated charge will be mutually agreed upon in both
           formats. Charges associated with a specific loop will reflect the
           circuit ID format.

     13.2  For usage-rated billing, U S WEST will issue bills to AT&T for SR/UNE
           in the formats described under the flat-rated SR/UNE billing section.
           Usage rated billing for SR/UNE will be uniquely identified and
           displayed in the Usage Sections of the bill. For products using BOS
           format, jurisdiction will be specified per BOS guidelines.
           Conversation time, by chargeable traffic type, will be displayed and
           billed per applicable tariffs. Delivery of usage rated SR/UNE bills
           will be provided as described under the flat-rated SR/UNE billing
           section.

     13.3  UNEs which U S WEST agrees to provide, under the terms and conditions
           of the Agreement, or to the extent required by law, that are
           recombined as a single service/6/, will be grouped together by U S
           WEST and displayed together on the bill.

14.  Recorded UNE Local or Access Usage Receivables

------------------------------
/6/ Per Order 27236 at 8.

                                       6
<PAGE>

Attachment 6

     14.1  U S WEST will record all agreed upon originating and terminating
           usage billed to and associated with a UNE provided by U S WEST to
           AT&T. The usage recorded will be in the same BellCore Exchange
           Message Record format discussed within Section 12 and will be subject
           to the same terms and conditions for modification and/or replacement
           of the format as discussed in Section IX.

     14.2  AT&T and U S WEST will mutually agree upon the Local and Long
           Distance access customer usage data recording that U S WEST will
           provide to AT&T consistent with FCC and State regulatory guidelines
           and requirements, so that AT&T may bill other carriers for the local
           and exchange access usage charges to which AT&T is entitled, if any.
           AT&T and U S WEST will perform mutually agreeable systems testing, as
           documented in the Joint Implementation Agreement (Section 18), as
           soon as possible with a target date of November 1, 1997.

     14.3  U S WEST will provide electronic transmission of the recorded usage
           using CONNECT: Direct daily on Monday through Friday on a schedule to
           be determined in the Joint Implementation Agreement (excluding
           holidays). The same or similar interface used for delivery of
           Recorded Customer Usage, discussed in Section 12, will be used for
           delivery of the recorded usage discussed in this section.

15.  Local Account Maintenance

     15.1  When acting as the switch provider for AT&T, where AT&T either is
           reselling retail services of U S WEST or employing UNEs to provide
           local service, U S WEST will notify AT&T whenever the local service
           customer transfers service from AT&T to another local service
           provider. U S WEST will provide this notification via CONNECT:Direct
           using a mutually agreeable 4 digit Local Use Transaction Code Status
           Indicator (TCSI) that will be used to indicate that the retail
           customer is terminating local service with AT&T. This notice will be
           provided on the next processing day after implementing the transfer,
           where processing days are Monday through Friday (excluding holidays).
           The TCSI, sent by U S WEST, will be in the 960 byte industry standard
           CARE record format.

     15.2  AT&T and U S WEST will process account changes that affect only the
           pre-subscribed intraLATA and/or interLATA toll provider (PIC) via a
           Change service order form using the same EC-Lite transaction based
           protocol and transport network employed for ordering resale service
           as specified in Section 10.

     15.3  When appropriate regulatory guidelines exist, the mechanism U S WEST
           will use the industry standard CARE message TCSI 3148 to reject an
           interexchange carrier initiated change of the Primary Interexchange
           Carrier (PIC), where U S WEST is the switch provider either for the
           retail local services of U S WEST that AT&T resells or UNEs of U S
           WEST that AT&T employs in providing service, will be the industry
           standard CARE message TCSI 3148.

     15.4  Agreement by U S WEST and AT&T to the Local Account Maintenance
           described above does not, in any way, set a precedence or remove any
           obligation for U S WEST and AT&T to work towards an industry solution
           for supporting customer movement between and among other ILECs and
           CLECs.

16.  Directory Assistance Database

                                       7
<PAGE>

Attachment 6

     16.1  AT&T and U S WEST will use a batch protocol and transport network to
           exchange Directory Assistance Database information similar to
           existing U S WEST listings products (i.e., DA EUSL, DA EUSL Updates).
           The specific protocol and transport network to be used has not been
           determined or mutually agreed to and will be specified in the JIA.

     16.2  Without limiting other restrictions which may apply, directory
           service listing products are provided for the limited purpose of
           supporting provision of services as outlined in the Interconnection
           Agreement. The use of listings in a manner not associated with this
           use, is expressly forbidden, and is a violation of the terms of the
           Interconnection Agreement.

17.  Testing and Acceptance

     17.1  The Parties will test the interfaces developed under this Attachment,
           and the intent of the end-to-end integrity testing is to establish,
           through the submission and processing of test cases, that
           transactions agreed to by AT&T and U S WEST will successfully
           process, in a timely and accurate manner, through both parties'
           supporting OSS as well as the interfaces. Irreconcilable differences
           regarding the interpretation of operational status of the interfaces
           will be handled through the Dispute Resolution Process to be defined
           in Section 27 of Part A of this the Interconnection Agreement
           approved by the Commission.

     17.2  An interoperability testing suite shall ensure the implementation of
           functions, capabilities, and acceptance criteria enumerated in the
           JIA, with both parties agreeing to resolve any material defects in
           the software.

     17.3  The test process shall include a series of tests in which the
           transactions, representative of the predominant business transactions
           associated with local customer servicing, are performed side-by-side
           using the mediated access gateway interface to U S WEST Legacy
           systems and the Legacy system interface utilized by U S WEST service
           representatives and repair attendants. The purpose of this series of
           tests will be to verify that the performance and response times
           visible to a user of the mediated access gateway for nominal and
           worst case scenarios with the same level of quality in accordance
           with the Act.

     17.4  U S WEST does not warrant that its systems and access to those
           systems will be error-free.

     17.5  Products and services already billed via the Integrated Access
           Billing System (IABS) will be included in the existing pre-bill
           certification process for general availability and a re-certification
           process conducted in accordance with current practices. For products
           and services billed outside of IABS, the parties will work towards
           establishing a mutually agreed upon pre-bill certification process.

     17.6  AT&T and U S WEST agree that metrics are required in order to monitor
           the performance and assure the on-going delivery of
           non-discriminatory access to U S WEST systems for
           Pre-Order/Ordering/Provisioning, Maintenance/Repair, Billing, and
           Directory Assistance databases. A performance measurement plan that
           addresses the definition, measurement, and review of quality,
           timeliness, accuracy and availability of each interface and
           associated transactions or files will be jointly developed and
           documented within the JIA for each interface.

                                       8
<PAGE>

Attachment 6

     17.7  AT&T and U S WEST agree to periodic status meetings to review the
           overall progress toward introducing fully operational interfaces
           capabilities as soon as possible with a target date of November 1,
           1997.

     17.8  Results of testing shall be considered Confidential Information,
           except that such results may be provided pursuant to this Agreement
           and law.

18.  Joint Implementation Agreement Development

     18.1  AT&T and U S WEST recognize that the preceding provisions are not
           sufficient to resolve all, technical and operational details related
           to the interfaces described. Therefore, AT&T and U S WEST agree to
           document the additional, technical and operational details in the
           form of a Joint Implementation Agreement (JIA). The purpose of the
           JIA is to establish the working details of the systems interfaces
           between the two parties, and as such, they will not be submitted to
           the state commissions for approval as amendments to the
           Interconnection Agreement. These JIA may be modified, by mutual
           agreement, over the life of the Interconnection Agreement without
           subjecting the balance of the Interconnection Agreement to
           renegotiation or modification.

     18.2  Both parties further agree that any technical, operational or
           implementation issues directly associated with the systems
           interfaces, once identified at the working team level, may be
           escalated by the initiative of either party thirty (30) days after an
           issue is identified. The escalation will proceed first to the senior
           management of both companies who will seek to resolve the issue.
           Within 14 days of acceptance of this Interconnection Agreement, AT&T
           and U S WEST will document the agreed upon escalation process
           including the names and contact information of responsible senior
           management. If an issue is not resolved within thirty days following
           receipt of the issue by senior management, either party may submit
           the issue to the Alternative Dispute resolution process contained in
           the Interconnection Agreement approved by the applicable state
           commission.

     18.3  AT&T and U S WEST will document an overall project implementation
           schedule within sixty (60) days of signing this Interconnection
           Agreement. This schedule will be mutually binding and can be modified
           by mutual consent.

     18.4  In addition, AT&T and U S WEST agree to document both a topical
           outline for the JIA, and establish a schedule for identifying,
           discussing, resolving and documenting resolution of issues related to
           each aspect of the JIA topical outline for each interface discussed
           in this document. In no case will either end to end integrity testing
           or load testing begin without both parties mutually agreeing that
           each interface JIA documents the intended operation of the interface
           scheduled for testing. In the event the parties can not agree prior
           to one hundred and twenty (120) days of the operational/production
           readiness date for delivery of all system interfaces described within
           this Attachment, disputes over the sufficiency of documentation will
           be submitted to arbitration pursuant to the Alternative Dispute
           Resolution process contained in the Interconnection Agreement.

     18.5  By mutual agreement, specific paragraphs or entire sections of the
           Interconnection Agreement may be identified and documented to serve
           the purpose described for the Joint Implementation Agreement for
           specific interfaces. Any issues identified and subsequently resolved
           through either the end-to-end integrity or load testing processes
           will be incorporated into the impacted interface section of the JIA
           within days of issue resolution.

                                       9
<PAGE>

Attachment 6

     18.6  An illustrative outline for a JIA follows:

           .   Introduction
           .   Purpose of Joint Implementation Agreement
           .   Terms of Agreement
           .   "System" Interface
               .    Business Process and Data requirements
               .    Overall Responsibilities
               .    Identification & Definitions of Activities
               .    Information To Be Provided Per Transaction
               .    Process Information for Each Activity & Transaction
           .   Delivery Criteria
               .    Data Standard
               .    Message Protocol
               .    Transmission Protocol
               .    Destination
               .    Frequency Of Data
               .    Deviations to Generic Specification
               .    Error Processing
               .    Process for Notification of Late Transmittals
               .    Escalation & Expedite Procedures
               .    Transaction Response Times
               .    File Format Specifications
               .    Rules for the Physical Interface
               .    File Structure
               .    Data Format
               .    Error Controls
               .    Physical Tape Specifications
               .    Site Information
               .    Contact Person
               .    Transmission Hours
           .   Testing
               .    Cooperative Testing
               .    Pairwise Testing
               .    ETE Testing
               .    Test Order ETE (Employees)
               .    Future Testing Requirements
           .   Interface Metrics
               .    Data Timeliness
               .    Data Completeness
               .    Data Accuracy
           .   Contact Information
               .    Contacts/Escalation Contacts
               .    Schedules for Center Operations (days/hours of Operation)
           .   Data Requirements
               .    Retention of Data
               .    Back-up and Recovery Procedures
               .    Disaster Recovery
               .    System Change Notification
               .    Guarding of Proprietary Data

                                      10
<PAGE>

Attachment 6

           .   Reporting Information
               .    Reports to be Generated
               .    Frequency
               .    Data Requirements
               .    Transmission
           .   Change Control Process
           .   Issue Resolution Process
           .   Termination of Interface Notification

                                      11
<PAGE>

                                                                    Attachment 7

                            IMPLEMENTATION SCHEDULE


1.   Local Service Resale

     1.1  Within ninety (90) days after request , U S WEST shall provide for
          resale all services designated in this Agreement.  Once service is
          initiated in an area, the ordering and provisioning intervals will be
          as specified in this Agreement and/or adopted by the Commission.

          Additionally, the Parties shall meet and negotiate the following
          categories of intervals. In the event the Commission has  designated
          such intervals, the Commission-designated intervals shall apply:

          1.1.1  Local service with no dispatch;
          1.1.2  Local service with dispatch;
          1.1.3  Feature changes with no dispatch;
          1.1.4  Disconnect with no dispatch; and
          1.1.5  Disconnect with dispatch.

2.   Unbundled Network Platform (All Network Elements in Combination)

     2.1  Within one hundred and twenty (120) days after request, , U S WEST
          shall offer all services, Network Elements and any Combinations
          thereof designated in this Agreement.  Once service is initiated in an
          area, the ordering and provisioning intervals will be as specified in
          this Agreement and/or adopted by the Commission.

          Additionally, the Parties shall meet and  negotiate the following
          categories of intervals. In the event the Commission has designated
          such intervals, the Commission-designated intervals shall apply:

          2.1.1  Local service with no dispatch;
          2.1.2  Local service with dispatch;
          2.1.3  Feature changes with no dispatch;
          2.1.4  Disconnect with no dispatch; and
          2.1.5  Disconnect with dispatch.

3.   Interconnection Trunking for Local Service

     3.1  Within thirty (30) days after request or such other time period as the
          Parties may mutually agree, the AT&T shall provide U S WEST with its
          initial forecast of the quantity of interconnection trunks it
          requires, by location and type.  The forecast shall address AT&T's
          requirements for each of the eight quarters immediately after the
          Effective Date of this Agreement.  U S WEST shall cooperate with AT&T
          in the development of its forecast, as required.

     3.2  Upon completion of the forecast, U S WEST and AT&T shall meet to
          review the forecast, and to determine the availability of trunks and
          interoffice facilities necessary to accommodate AT&T's forecast. Where
          facilities are in place, U S WEST shall provide the initial
          installation of interconnection trunk groups within thirty (30) days
          after request. In the event facilities are not available, U S WEST
          will so advise AT&T within five (5) Business Days of the Effective
          Date of this Agreement, and jointly plan and develop an implementation
          schedule within the thirty (30) day period. Subsequent to the initial
          thirty (30) day period, interconnection trunk orders shall be
          processed as specified in this Agreement and/or as adopted by the
          Commission.

                                       1
<PAGE>

                                                                    Attachment 7

4.   Ancillary Trunking

     4.1  Within ninety (90) days after request, , U S WEST shall provide:

          4.1.1  E-911 Trunking in cooperation with AT&T;
          4.1.2  SS7 Interconnection and Certification in cooperation with AT&T;
                 and
          4.1.3  Directory Listings Arrangements and Directory Assistance
                 Interconnection.

5.   Unbundled Loops

     5.1  Within sixty (60) days after Collocation has been provided pursuant to
          the terms of this Agreement, U S WEST shall provide unbundled loops at
          designated end offices.  Subsequent unbundled loops should be made
          available pursuant to ordering intervals as specified in this
          Agreement and/or adopted by the Commission.

6.   Collocation

     6.1  Collocation will be provided upon request pursuant to the terms and
          conditions of this Agreement.

7.   Access To Poles, Ducts and Rights of Way

     7.1  Access to Poles, Ducts and Rights of Way shall be provided upon
          request, pursuant to the terms and conditions of this Agreement.

8.   Interim Number Portability

     8.1  Interim Number Portability capabilities, as specified in this
          Agreement, shall be made available in specified locations ninety (90)
          days after request and within appropriate service order windows
          thereafter.  Interim Number Portability shall be capable of being
          ordered electronically with a target date of December 1, 1997.

9.   Operational Support System/1/

     9.1  Operational Support Systems shall be available for preordering,
          ordering, provisioning, maintenance, repair and billing under the
          following target schedule:

          9.1.1  Service Resale for POTS and Multiline Hunt Group up to 12 lines
                 by 11/1/97;
          9.1.2  Complex Business services by 2/1/98;
          9.1.3  Interim Number Portability by 12/1/97;
          9.1.4  Unbundled Network Platform by 12/1/97;
          9.1.6  Other elements within the Agreement by 5/1/98 or as agreed to
                 by the Parties.

     9.2  However, U S WEST shall be entitled to use the ADR process to
          demonstrate that any target dates cannot be met, provided that U S
          WEST has provided a jeopardy notice at least sixty (60) days prior to
          a target date that it feels it cannot meet. That notice shall specify
          all reasons why such a date is in jeopardy, shall show all actions
          that U S WEST proposes to minimize any delay in meeting such dates,
          and shall propose a revised target date. U S WEST shall be entitled to
          an extension of any such date upon proving that (a) the need for an
          extension does not result from actions or failures to act that were or
          are within its control an (b)

__________________________________

/1/ Per Third Order at 12-13.

                                       2
<PAGE>

                                                                    Attachment 7

          that its proposed extension date causes the minimum delay necessary to
          provide the availability required by this Agreement.

                                       3
<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                            Recurring      Nonrecurring
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>            <C>
-------------------------------------------------------------------------------------------------------------------------
6.0  Resale                                                                                 Wholesale       Wholesale
                                                                                             Discount        Discount
                                                                                            Percentage      Percentage
                                                                                            Recurring      Nonrecurring
                                                                                             Charges         Charges
-------------------------------------------------------------------------------------------------------------------------
     6.1 Wholesale Discount Rates
-------------------------------------------------------------------------------------------------------------------------
         6.1.1    Basic Exchange Residential Line Service                                       18.25%
-------------------------------------------------------------------------------------------------------------------------
         6.1.2    Basic Exchange Business Line Service/PBX                                      18.25%
-------------------------------------------------------------------------------------------------------------------------
         6.1.3    IntraLATA Toll                                                                18.25%
-------------------------------------------------------------------------------------------------------------------------
         6.1.4    Package/Special Services (e.g., Centrex, ISDN,                                18.25%
                  DSS, Frame Relay Service, ACS)
-------------------------------------------------------------------------------------------------------------------------
         6.1.5    Listings, CO Features & Information Services                                  18.25%
-------------------------------------------------------------------------------------------------------------------------
         6.1.6    Private Line                                                                  18.25%
-------------------------------------------------------------------------------------------------------------------------
         6.1.7    High Volume Services (Previously Discounted)                                   6.65%
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
     6.2 Customer Transfer Charge (CTC)
-------------------------------------------------------------------------------------------------------------------------
         6.2.1    CTC for POTS Service                                                                          $  5.00
-------------------------------------------------------------------------------------------------------------------------
         6.2.2    CTC for Private Line Transport Services
-------------------------------------------------------------------------------------------------------------------------
                  First Circuit                                                                                 $ 45.08/1/
-------------------------------------------------------------------------------------------------------------------------
                  Additional Circuit, per circuit, same CSR                                                     $ 31.19/1/
-------------------------------------------------------------------------------------------------------------------------
         6.2.3    CTC for Advanced Communications Services, per Circuit                                         $ 50.48/1/
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
                                                                                            Recurring      Nonrecurring
-------------------------------------------------------------------------------------------------------------------------
7.0  Interconnection
-------------------------------------------------------------------------------------------------------------------------
     7.1 Entrance Facilities
-------------------------------------------------------------------------------------------------------------------------
         7.1.1    DS1                                                                         $ 91.61           $535.27
-------------------------------------------------------------------------------------------------------------------------
         7.1.2    DS3                                                                         $367.97           $634.95
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
     7.2 LIS EICT
-------------------------------------------------------------------------------------------------------------------------
         7.2.1    Per DS1                                                                     $  8.29           $323.45
-------------------------------------------------------------------------------------------------------------------------
         7.2.2    Per DS3                                                                     $ 29.03           $325.10
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
                                                                            Recurring        Recurring Per   Nonrecurring
                                                                             Fixed               Mile
-------------------------------------------------------------------------------------------------------------------------
     7.3 Direct Trunked Transport
-------------------------------------------------------------------------------------------------------------------------
         7.3.1
-------------------------------------------------------------------------------------------------------------------------
                  DS0 Over 0 to 8 Miles                                      $  3.81                -
-------------------------------------------------------------------------------------------------------------------------
                  DS0 Over 8 to 25 Miles                                     $  3.81                -
-------------------------------------------------------------------------------------------------------------------------
                  DS0 Over 25 to 50 Miles                                                           -
-------------------------------------------------------------------------------------------------------------------------
                  DS0 Over 50 Miles                                          $  3.81                -
-------------------------------------------------------------------------------------------------------------------------
         7.3.2                                                               $  3.81
-------------------------------------------------------------------------------------------------------------------------
                  DS1 Over 0 to 8 Miles                                      $ 37.35          $  1.25
-------------------------------------------------------------------------------------------------------------------------
                  DS1 Over 8 to 25 Miles                                     $ 37.35          $  1.82
-------------------------------------------------------------------------------------------------------------------------
                  DS1 Over 25 to 50 Miles                                    $ 37.35          $  1.89
-------------------------------------------------------------------------------------------------------------------------
                  DS1 Over 50 Miles                                                           $  1.90
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
         7.3.3
-------------------------------------------------------------------------------------------------------------------------
                  DS3 Over 0 to 8 Miles                                      $257.18          $ 19.48
-------------------------------------------------------------------------------------------------------------------------
                  DS3 Over 8 to 25 Miles                                     $260.49             4.24
-------------------------------------------------------------------------------------------------------------------------
                  DS3 Over 25 to 50 Miles                                    $260.77             6.43
-------------------------------------------------------------------------------------------------------------------------
                  DS3 Over 50 Miles                                          $259.32          $ 26.35
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
                                                                                            Recurring      Nonrecurring
-------------------------------------------------------------------------------------------------------------------------
     7.4 Multiplexing
-------------------------------------------------------------------------------------------------------------------------
         7.4.1    DS1 to DS0                                                                  $199.75           $291.36
-------------------------------------------------------------------------------------------------------------------------
         7.4.2    DS3 to DS1                                                                  $201.88           $298.29
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                    Page 1 of 13


<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                            Recurring      Nonrecurring
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>            <C>
-------------------------------------------------------------------------------------------------------------------------
     7.5 Trunk Nonrecurring Charges
-------------------------------------------------------------------------------------------------------------------------
         7.5.1    DS1 Interface, First Trunk                                                                 $   323.03/1/
-------------------------------------------------------------------------------------------------------------------------
         7.5.2    DS1 Interface, Each Additional Trunk                                                       $    10.21/6/
-------------------------------------------------------------------------------------------------------------------------
         7.5.3    DS3 Interface, First Trunk                                                                 $   331.71/1/
-------------------------------------------------------------------------------------------------------------------------
         7.5.4    DS3 Interface, Each Additional Trunk                                                       $   18.27/6/
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
     7.6 Local Traffic
-------------------------------------------------------------------------------------------------------------------------
         7.6.1    End office call termination, per Minute of Use                                $ 0.0029
-------------------------------------------------------------------------------------------------------------------------
         7.6.2    Tandem Switched Transport
-------------------------------------------------------------------------------------------------------------------------
                  7.6.2.1  Tandem Switching, per Minute of Use                                  $0.00320
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
                                                                            Recurring     Recurring Per    Nonrecurring
                                                                              Fixed            Mile
-------------------------------------------------------------------------------------------------------------------------
                  7.6.2.2  Tandem Transmission, per Minute of Use
-------------------------------------------------------------------------------------------------------------------------
                           0 to 8 Miles                                        0.000218/1/       0.000006/1/
-------------------------------------------------------------------------------------------------------------------------
                           8 to 25 Miles                                       0.000218/1/       0.000001/1/
-------------------------------------------------------------------------------------------------------------------------
                           25 to 50 Miles                                      0.000218/1/       0.000014/1/
-------------------------------------------------------------------------------------------------------------------------
                           Over 50 Miles                                       0.000218/1/       0.000011/1/
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
     7.7 Miscellaneous Charges
-------------------------------------------------------------------------------------------------------------------------
         7.7.1    Cancellation Charge (LIS Trunks)                           U S WEST's Idaho Access Service Catalog
-------------------------------------------------------------------------------------------------------------------------
         7.7.2    Expedite Charge (LIS Trunks)                               U S WEST's Idaho Access Service Catalog
-------------------------------------------------------------------------------------------------------------------------
         7.7.3    Construction Charges                                                              ICB/3/         ICB/3/
-------------------------------------------------------------------------------------------------------------------------
     7.8 IntraLATA Toll Traffic                                              U S WEST's Idaho Access Service Catalog
-------------------------------------------------------------------------------------------------------------------------
     7.9 Transit Traffic
-------------------------------------------------------------------------------------------------------------------------
         7.9.1    Local Transit                                            See Tandem Switching and Tandem Transmission
                                                                                           Rates Above.
-------------------------------------------------------------------------------------------------------------------------
                  Local Transit Assumed Mileage                                              5 Miles
-------------------------------------------------------------------------------------------------------------------------
         7.9.2    IntraLATA Toll                                             U S WEST's Idaho Access Service Catalog
-------------------------------------------------------------------------------------------------------------------------
                  IntraLATA Toll Assumed Mileage                                             5 Miles
-------------------------------------------------------------------------------------------------------------------------
         7.9.3    Jointly Provided Switched Access                           U S WEST's Idaho Access Service Catalog
-------------------------------------------------------------------------------------------------------------------------
                  7.9.3.1  Category 11 Mechanized Record Charge,                                $0.0025/1/
                           per Record
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
8.0  Collocation
-------------------------------------------------------------------------------------------------------------------------
     8.1 All Collocation
-------------------------------------------------------------------------------------------------------------------------
         8.1.1    Quote Preparation Fee                                                                      $2,125.92
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
                  8.1.2    Collocation Entrance Facility, per Fiber Pair                        $  3.86      $3,049.98
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
         8.1.3    Cable Splicing
-------------------------------------------------------------------------------------------------------------------------
                  Fiber - Per Set-Up                                                                         $  464.72
-------------------------------------------------------------------------------------------------------------------------
                  Per Fiber Spliced                                                                          $   37.15
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
         8.1.4    -48 Volt DC Power Usage, per Ampere, per Month                                $ 16.41
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
         8.1.5    -48 Volt DC Power Cable, per Foot, Per A and B
                  Feeder
-------------------------------------------------------------------------------------------------------------------------
                  20 Amp Feed                                                                   $  0.20      $   68.73
-------------------------------------------------------------------------------------------------------------------------
                  40 Amp Feed                                                                   $  0.27      $   93.20
-------------------------------------------------------------------------------------------------------------------------
                  60 Amp Feed                                                                   $  0.29      $  104.97
-------------------------------------------------------------------------------------------------------------------------
                  100 Amp Feed                                                                  $  0.22/1/   $  140.90/1/
-------------------------------------------------------------------------------------------------------------------------
                  200 Amp Feed                                                                  $  0.331/    $  220.71/1/
-------------------------------------------------------------------------------------------------------------------------
                  300 Amp Feed                                                                  $  0.49/1/   $  304.81/1/
-------------------------------------------------------------------------------------------------------------------------
                  400 Amp Feed                                                                  $  0.63/1/   $  394.21/1/
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
         8.1.6    AC Power Feed
-------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                                    Page 2 of 13


<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
------------------------------------------------------------------------- --------------- --------------- -------------------------
                                                                                            Recurring          Nonrecurring
------------------------------------------------------------------------- --------------- --------------- -------------------------
         <S>                                                              <C>                <C>                <C>
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  8.1.6.1  AC Power Feed - per Amp, per Month
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           120 V                                                              $18.70/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           208 V, Single Phase                                                $32.40/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           208 V, Three Phase                                                 $56.04/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           240 V, Single Phase                                                $37.38/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           240 V, Three Phase                                                 $64.67/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           480 V, Three Phase                                                $129.34/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  8.1.6.2  AC Power Feed - per Foot, per Month
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           20 Amp, Single Phase                                                $0.02/1/                 $10.34/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           20 Amp, Three Phase                                                 $0.02/1/                 $11.72/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           30 Amp, Single Phase                                                $0.02/1/                 $10.79/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           30 Amp, Three Phase                                                 $0.02/1/                 $13.09/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           40 Amp, Single Phase                                                $0.02/1/                 $11.87/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           40 Amp, Three Phase                                                 $0.02/1/                 $14.61/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           50 Amp, Single Phase                                                $0.02/1/                 $13.23/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           50 Amp, Three Phase                                                 $0.03/1/                 $16.64/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           60 Amp, Single Phase                                                $0.02/1/                 $14.35/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           60 Amp, Three Phase                                                 $0.03/1/                 $18.45/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           100 Amp, Single Phase                                               $0.03/1/                 $16.68/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           100 Amp, Three Phase                                                $0.04/1/                 $23.45/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.1.7    Inspector Labor, per Half Hour
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  Regular Hours Rate                                                                                    $27.17
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  After Hours Rate, minimum 3 hours                                                                     $35.31
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.1.8    Channel Regeneration
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  8.1.8.1  DS1 Regeneration                                                  $212.23
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  8.1.8.2  DS3 Regeneration                                                   $51.54
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.1.9    Collocation Terminations
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  8.1.9.1  Block Terminations
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           DS0                                                                 $2.11/1/                $731.76/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           DS1                                                                 $0.85/1/                $561.99/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           DS3                                                                 $0.48/1/                $315.42/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  8.1.9.2  Per Termination
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           DS0                                                                 $0.02/1/                  $5.41/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           DS1                                                                 $0.03/1/                 $12.81/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                           DS3                                                                 $0.29/1/                $194.10/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.1.10   Security
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  Per employee, per Card                                                       $7.37/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  Central Office Security Infrastructure                                         ICB/3/                    ICB/3/
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.1.11   Central Office Clock Synchronization
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  Synchronization - Composite Clock, per Port                                  $8.17/1/
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
     8.2 Virtual Collocation
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.2.1    Maintenance Labor, per Half Hour
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  Regular Hours Rate                                                                                    $24.06
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  After Hours Rate                                                                                      $32.01
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.2.2    Training Labor, per Half Hour
------------------------------------------------------------------------- --------------- --------------- -------------------------
                  Regular Hours Rate                                                                                    $24.06
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.2.3    Equipment Bay -recurring, per shelf                                          $7.44
------------------------------------------------------------------------- --------------- --------------- -------------------------
------------------------------------------------------------------------- --------------- --------------- -------------------------
         8.2.4    Engineering Labor, per Half Hour
------------------------------------------------------------------------- --------------- --------------- -------------------------
</TABLE>

                                                                    Page 3 of 13
<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>

------------------------------------------------------------------------- --------------- --------------- --------------------------
                                                                                             Recurring           Nonrecurring
------------------------------------------------------------------------- --------------- --------------- --------------------------
 <S>                                                                      <C>                <C>
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  Regular Hours Rate                                                                                     $23.47
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  After Hours Rate                                                                                       $31.41
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
         8.2.5    Installation Labor, per Half Hour
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  Regular Hours Rate                                                                                     $27.17
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  After Hours Rate                                                                                       $35.31
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
         8.2.6    Floor Space Lease, per square foot
------------------------------------------------------------------------- --------------- --------------- --------------------------
                      Zone 1                                                                   $2.75
------------------------------------------------------------------------- --------------- --------------- --------------------------
                      Zone 2                                                                   $2.26
------------------------------------------------------------------------- --------------- --------------- --------------------------
                      Zone 3                                                                   $2.06
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
     8.3 Caged and Cageless Physical Collocation
------------------------------------------------------------------------- --------------- --------------- --------------------------
         8.3.1    Space Construction                                                             ICB/3/                     ICB/3/
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
         8.3.2    Site Preparation                                                               ICB/3/                     ICB/3/
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
         8.3.3    Floor Space Lease, per Square Foot
------------------------------------------------------------------------- --------------- --------------- --------------------------
                      Zone 1                                                                   $2.75
------------------------------------------------------------------------- --------------- --------------- --------------------------
                      Zone 2                                                                   $2.26
------------------------------------------------------------------------- --------------- --------------- --------------------------
                      Zone 3                                                                   $2.06
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
         8.3.4    Grounding
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  2/0 AWG  - per Foot                                                          $0.12/1/                   $6.31/1/
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  1/0 AWG -  per Foot                                                          $0.18/1/                   $9.32/1/
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  4/0 AWG -  per Foot                                                          $0.21/1/                  $11.08/1/
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  350 kcmil -  per Foot                                                        $0.33/1/                  $17.06/1/
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  500 kcmil -  per Foot                                                        $0.38/1/                  $19.90/1/
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  750 kcmil - per Foot                                                         $0.47/1/                  $24.70/1/
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
 9.0  Unbundled Network Elements (UNEs)
------------------------------------------------------------------------- --------------- --------------- --------------------------
      9.1 Interconnection Tie Pairs (ITP) - Per Termination
------------------------------------------------------------------------- --------------- --------------- --------------------------
         DS0 2-wire                                                                            $0.83
------------------------------------------------------------------------- --------------- --------------- --------------------------
         DS0 4-wire                                                                            $1.67
------------------------------------------------------------------------- --------------- --------------- --------------------------
         DS1 Per each Termination                                                              $8.29
------------------------------------------------------------------------- --------------- --------------- --------------------------
         DS3 Per each Termination                                                             $29.03
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
     9.2 Unbundled Loops
------------------------------------------------------------------------- --------------- --------------- --------------------------
         9.2.1    Analog Loops
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  9.2.1.1  2-Wire Voice Grade                                                 $25.52          See Installation
                                                                                                                  options,
                                                                                                               Section 9.2.4
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  9.2.1.2  4-Wire Voice Grade                                                 $51.04/1/       See Installation
                                                                                                                  options,
                                                                                                               Section 9.2.4
------------------------------------------------------------------------- --------------- --------------- --------------------------
------------------------------------------------------------------------- --------------- --------------- --------------------------
         9.2.2    Non-loaded Loops
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  9.2.2.1  2-wire Non-loaded Loop                                                 $25.52      See Installation
                                                                                                                  options,
                                                                                                               Section 9.2.4
                                                                                                                and See also
                                                                                                               Section 9.2.2.3
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  9.2.2.2  4-wire Non-loaded Loop                                             $51.04/1/       See Installation
                                                                                                                  options,
                                                                                                               Section 9.2.4
                                                                                                                and See also
                                                                                                               Section 9.2.2.3
------------------------------------------------------------------------- --------------- --------------- --------------------------
                  9.2.2.3  Cable Unloading/Bridge Tap Removal                                  $9.00
------------------------------------------------------------------------- --------------- --------------- --------------------------
         9.2.3    Digital Capable Loops
------------------------------------------------------------------------- --------------- --------------- --------------------------
</TABLE>

                                                                    Page 4 of 13

<PAGE>

                           EXHIBIT A - IDAHO RATES*


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                            Recurring         Nonrecurring
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>              <C>             <C>
                  9.2.3.1  Basic Rate ISDN Capable Loop                                     $   25.52       See Installation
                                                                                                                 options,
                                                                                                              Section 9.2.4
                                                                                                               and See also
                                                                                                             Section 9.2.2.3
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.3.2  DS1 Capable Loop                                                 $  109.71/1/    See Installation
                                                                                                                 options,
                                                                                                              Section 9.2.5
                                                                                                               and See also
                                                                                                             Section 9.2.2.3
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.3.3  DS3 Capable Loop                                                 $1,303.25/1/    See Installation
                                                                                                                options,
                                                                                                              Section 9.2.6
                                                                                                               and See also
                                                                                                             Section 9.2.2.3
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.3.4  2-Wire Extension Technology                                      $   22.00
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
         9.2.4    DS0 Loop Installation Charges                            See related
                                                                             monthly
                                                                            recurring
                                                                            charges in
                                                                           Sections 9.2.1
                                                                           - 9.2.3 above.
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.4.1  Basic Installation
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $ 11.03
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $  6.07
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.4.2  Basic Installation with Performance Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $ 17.72
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $  8.99
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.4.3  Coordinated Installation with Cooperative
                           Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $238.09/1/
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $197.97/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.4.4  Coordinated Installation without
                           Cooperative Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $111.33/1/
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Analog Loop                                                          $ 94.31/1/
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
         9.2.5    DS1 Loop Installation Charges                            See related
                                                                             monthly
                                                                            recurring
                                                                            charges in
                                                                           Sections 9.2.1
                                                                           - 9.2.3 above.
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.5.1  Basic Installation
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $152.75/1/
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $120.10/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.5.2  Basic Installation with Performance Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $349.13
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $292.81
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.5.3  Coordinated Installation with Cooperative
                           Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $389.17/1/
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $332.26/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.5.4  Coordinated Installation without
                           Cooperative Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $157.83/1/
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Analog Loop                                                          $125.17/1/
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
         9.2.6    DS3 Loop Installation Charges                            See related
                                                                             monthly
                                                                            recurring
                                                                            charges in
                                                                           Sections 9.2.1
                                                                           - 9.2.3 above.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                    Page 5 of 13
<PAGE>

                           EXHIBIT A - IDAHO RATES*


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                               Recurring         Nonrecurring
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>              <C>             <C>
                                                                            Section 9.2.1
                                                                            - 9.2.3 above.
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.6.1  Basic Installation
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $  152.75/1/
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $  120.10/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.6.2  Basic Installation with Performance Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $  349.13
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $  292.81
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.6.3  Coordinated Installation with Cooperative
                           Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $  389.17/1/
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Loop                                                                 $  332.26/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  9.2.6.4  Coordinated Installation without
                           Cooperative Testing
-----------------------------------------------------------------------------------------------------------------------------------
                           First Loop                                                                           $  157.83/1/
-----------------------------------------------------------------------------------------------------------------------------------
                           Each Additional Analog Loop                                                          $  125.17/1/
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
   9.3   Subloop
-----------------------------------------------------------------------------------------------------------------------------------
         9.3.1    2-Wire Distribution                                                            $15.68         $  121.69/6/
-----------------------------------------------------------------------------------------------------------------------------------
         9.3.2    Installation for Each Additional 2-Wire Distribution                                          $   55.62/6/
                  Loop
-----------------------------------------------------------------------------------------------------------------------------------
         9.3.3    DS1 Capable Feeder Loop                                                        $95.15/1/      $  372.69/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  DS1 Capable Feeder Each Additional                                                            $  301.48/1/
-----------------------------------------------------------------------------------------------------------------------------------
         9.3.4    OSS                                                                                Under           Under
                                                                                                 Development     Development
-----------------------------------------------------------------------------------------------------------------------------------
   9.4   Field Connection Point
-----------------------------------------------------------------------------------------------------------------------------------
         9.4.1    Feasibility Fee/Quote Preparation Fee
                                                                                                                $ 1642.35/1/
-----------------------------------------------------------------------------------------------------------------------------------
         9.4.2    Construction Fee                                                                                    ICB/3/
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
   9.5   Line Sharing
-----------------------------------------------------------------------------------------------------------------------------------
         9.5.1    Shared Loop, per Loop                                                          $12.76/1/      $   71.80/1/
-----------------------------------------------------------------------------------------------------------------------------------
         9.5.2    OSS, per Order                                                                                $    3.13/1/
-----------------------------------------------------------------------------------------------------------------------------------
         9.5.3    Engineering - Collocation Augment                                                                   ICB/3/
-----------------------------------------------------------------------------------------------------------------------------------
         9.5.4    Splitter Shelf Charge                                                          $ 4.85/1/      $2,893.50/1/
-----------------------------------------------------------------------------------------------------------------------------------
         9.5.5    Splitter TIE Cable Connections                                                                $1,303.65/1/
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
   9.6   Network Interface Device (NID)                                                          $ 0.51         $   60.79
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                  Recurring      Recurring Per    Nonrecurring
                                                                                    Fixed             Mile
-----------------------------------------------------------------------------------------------------------------------------------
   9.7   Unbundled Dedicated Interoffice Transport (UDIT)
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
         9.7.1    DS0 UDIT                                                                                      $293.55/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  DS0 Over 0 to 8 Miles                                          $  3.81             -
-----------------------------------------------------------------------------------------------------------------------------------
                  DS0 Over 8 to 25 Miles                                         $  3.81             -
-----------------------------------------------------------------------------------------------------------------------------------
                  DS0 Over 25 to 50 Miles                                        $  3.81             -
-----------------------------------------------------------------------------------------------------------------------------------
                  DS0 Over 50 Miles                                              $  3.81             -
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
         9.7.2    DS1 UDIT                                                                                      $302.91/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  DS1 Over 0 to 8 Miles                                          $ 37.35         $ 1.25
-----------------------------------------------------------------------------------------------------------------------------------
                  DS1 Over 8 to 25 Miles                                         $ 37.35         $ 1.82
-----------------------------------------------------------------------------------------------------------------------------------
                  DS1 Over 25 to 50 Miles                                        $ 37.35         $ 1.89
-----------------------------------------------------------------------------------------------------------------------------------
                  DS1 Over 50 Miles                                              $ 37.35         $ 1.90
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
         9.7.3    DS3 UDIT                                                                                      $302.91/1/
-----------------------------------------------------------------------------------------------------------------------------------
                  DS3 Over 0 to 8 Miles                                          $257.18         $19.48
-----------------------------------------------------------------------------------------------------------------------------------
                  DS3 Over 8 to 25 Miles                                         $260.49         $24.24
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                    Page 6 of 13
<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                 Recurring          Nonrecurring
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>             <C>                <C>
                   DS3 Over 25 to 50 Miles                                      $ 260.77          $  26.43
----------------------------------------------------------------------------------------------------------------------------------
                   DS3 Over 50 Miles                                            $ 259.32          $  26.35
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
          9.7.4    OC-3 UDIT                                                                                           $ 331.92/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-3 Over 0 to 8 Miles                                       $ 813.69/1/       $ 213.19/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-3 Over 8 to 25 Miles                                      $ 820.53/1/       $  64.82/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-3 Over 25 to 50 Miles                                     $ 783.50/1/       $  81.17/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-3 Over 50 Miles                                           $ 812.88/1/       $  55.51/1/
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
          9.7.5    OC-12 UDIT                                                                                          $ 331.92/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-12 Over 0 to 8 Miles                                      $1760.76/1/       $ 125.38/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-12 Over 8 to 25 Miles                                     $1713.14/1/       $ 138.00/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-12 Over 25 to 50 Miles                                    $2018.46/1/       $  79.07/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-12 Over 50 Miles                                          $1976.49/1/       $  84.84/1/
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
          9.7.6    DS0 UDIT Low Side Channelization                                               $  15.21/6/
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
          9.7.7    Multiplexing
----------------------------------------------------------------------------------------------------------------------------------
                   DS3 to DS1                                                                     $ 199.75             $ 291.36
----------------------------------------------------------------------------------------------------------------------------------
                   DS1 to DS0                                                                     $ 201.88             $ 298.29
----------------------------------------------------------------------------------------------------------------------------------
                   DS1/DS0 Low Side Channelization                                                $   8.86/6/
----------------------------------------------------------------------------------------------------------------------------------
          9.4.9  Udit Rearrangement
-------------------------------------------------------------------------                     ------------------------------------
                   Single Office                                                                                       $ 233.03
-------------------------------------------------------------------------                     ------------------------------------
                   Dual Office                                                                                         $ 260.02
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
          9.7.8    Extended Unbundled Dedicated Interoffice Transport
----------------------------------------------------------------------------------------------------------------------------------
                   DS1 E-UDIT                                                                    $   55.07/1/          $ 448.36/1/
----------------------------------------------------------------------------------------------------------------------------------
                   DS3 E-UDIT                                                                    $  271.05/1/          $ 448.36/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-3 E-UDIT                                                                   $  949.24/1/          $ 448.36/1/
----------------------------------------------------------------------------------------------------------------------------------
                   OC-12 E-UDIT                                                                  $ 1276.78/1/          $ 448.36/1/
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
     9.8  Unbundled Dark Fiber (UDF)
----------------------------------------------------------------------------------------------------------------------------------
          9.8.1    Initial Records Inquiry (IRI)                                                                       $ 159.84/1/
----------------------------------------------------------------------------------------------------------------------------------
          9.8.2    Mid-Point Structure Inquiry (MPSI)                                                                  $ 203.81/1/
----------------------------------------------------------------------------------------------------------------------------------
          9.8.3    Field Verification and Quote Preparation (FVQP)                                                     $1488.54/1/
----------------------------------------------------------------------------------------------------------------------------------
          9.8.4    UDF-IOF Charges
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.4.1  Order Charge per Pr./Route/Order                                                           $ 564.85/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.4.2  Order Charge ea. Addl. Pr/Same Route                                                       $ 282.62/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.4.3. Termination, Fixed Per Pr. / Office                                  $    8.61/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.4.4  Fiber Transport, per Mile                                            $   88.24/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.4.5  Fiber Cross-Connect Per Pr. / Office                                 $    4.78/1/          $  21.60/1/
----------------------------------------------------------------------------------------------------------------------------------
          9.8.5    UDF-Loop Charges
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.5.1  Order Charge per Pr./Route/Order                                                           $ 564.85/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.5.2  Order Charge ea. Addl. Pr. / Same Route                                                    $ 282.62/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.5.3  Termination, Fixed Per Pr. / Office                                  $    9.67/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.5.4  Termination, Fixed Per Pr. /Prem                                     $    8.66/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.5.5  Fiber Transport, per Route                                           $  198.49/1/
----------------------------------------------------------------------------------------------------------------------------------
                   9.8.5.6  Fiber Cross-Connect Per Pr. / Office                                 $    4.78/1/          $  21.60/1/
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
     9.9  Shared Transport
----------------------------------------------------------------------------------------------------------------------------------
          9.9.1    Per Minute of Use - TELRIC Based Rate                                         $0.002046/1/
----------------------------------------------------------------------------------------------------------------------------------
          9.9.2    Per Minute of Use - Market Based Rate                                        Not Available
----------------------------------------------------------------------------------------------------------------------------------

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

----------------------------------------------------------------------------------------------------------------------------------
     9.10 Unbundled Customer Controlled Rearrangement Element (UCCRE)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Qwest IDAHO Rate Sheet, Revised 8/4/00                              Page 7 of 13
Updated Negotiations Rates


<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                   Recurring      Nonrecurring
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>              <C>
          9.10.1   DS1 Port                                                                          ICB/3/          ICB/3/
-------------------------------------------------------------------------------------------------------------------------------
          9.10.2   DS3 Port                                                                          ICB/3/          ICB/3/
-------------------------------------------------------------------------------------------------------------------------------
          9.10.3   Dial Up Access                                                                    ICB/3/
-------------------------------------------------------------------------------------------------------------------------------
          9.10.4   Attendant Access                                                                  ICB/3/
-------------------------------------------------------------------------------------------------------------------------------
          9.10.5   Virtual Ports                                                                                     ICB/3/
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
     9.11 Local Tandem Switching
-------------------------------------------------------------------------------------------------------------------------------
          9.11.1   DS1 Local Message Trunk Port                                                                  $337.96/1/
-------------------------------------------------------------------------------------------------------------------------------
          9.11.2   Trunk Group - First Trunk                                                                     $278.91/1/
-------------------------------------------------------------------------------------------------------------------------------
          9.11.3   Message Trunk Group - Each Additional Trunk                                                   $  8.64/1/
-------------------------------------------------------------------------------------------------------------------------------
          9.11.4   Per Minute of Use                                                            $0.00320
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
     9.12 Local Switching
-------------------------------------------------------------------------------------------------------------------------------
          9.12.1   Local Switching - TELRIC Based Rates
-------------------------------------------------------------------------------------------------------------------------------
                   9.12.1.1 Analog Line Side Port, First Port                                   $   1.34         $  10.21
-------------------------------------------------------------------------------------------------------------------------------
                   9.12.1.2 Each Additional Port (ordered concurrently
                            withan unbundled loop)                                              $   1.34         $   5.49
-------------------------------------------------------------------------------------------------------------------------------
                   9.12.1.3 Vertical Features
-------------------------------------------------------------------------------------------------------------------------------
                            Call Hold                                                           $ 0.0568/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Call Transfer                                                       $ 0.2166/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Three Way Calling                                                   $ 0.0963/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Call Pickup                                                         $ 0.0577/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Call Waiting/Cancel Call Waiting                                    $ 0.1330/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Distinctive Ringing                                                 $ 0.0797/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Speed Call Long - Customer Change                                   $ 0.0654/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Station Dial Conferencing (6-way)                                   $ 1.0508/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Call Forwarding Busy Line                                           $ 0.1386/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Call Forwarding Don't Answer                                        $ 0.1696/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Call Forwarding Variable                                            $ 0.1696/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Call Forwarding Variable Remote                                     $ 0.1128/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Call Waiting ID                                             $ 0.0519/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Calling Name & Number                                       $ 0.1915/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Calling Number Delivery                                     $ 0.0808/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Calling Number Delivery - Blocking                          $ 0.3822/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Continuous Redial                                           $ 0.5008/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Last Call Return                                            $ 0.4258/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Priority Calling                                            $ 1.0829/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Selective Call Forwarding                                   $ 0.9206/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Selective Call Rejection                                    $ 1.7651/1/
-------------------------------------------------------------------------------------------------------------------------------
                            CLASS - Anonymous Call Rejection                                    $ 0.3937/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Call Park (Store & Retrieve)                                        $ 0.1289/1/
-------------------------------------------------------------------------------------------------------------------------------
                            Message Waiting Indication A/V                                      $ 0.0662/1/
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
                   9.12.1.4 Subsequent Order Charge                                                              $ 12.75/1/
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
                   9.12.1.5 Digital Line Side Port (Supporting BRI ISDN)                        $  17.53/1/
-------------------------------------------------------------------------------------------------------------------------------
                            9.12.1.5.1       First Port                                                          $277.13/1/
-------------------------------------------------------------------------------------------------------------------------------
                            9.12.1.5.2       Each Additional Port                                                $277.13/1/
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------
                   9.12.1.6 Digital Trunk Ports
-------------------------------------------------------------------------------------------------------------------------------
                            9.12.1.6.1   DS1 Local Message Trunk Port                                            $337.96/1/
-------------------------------------------------------------------------------------------------------------------------------
                            9.12.1.6.2   Message Trunk Group, First Trunk                                        $ 278.91
-------------------------------------------------------------------------------------------------------------------------------
                            9.12.1.6.3   Message Trunk Group, Each Additional                                    $  8.64/1/
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Qwest IDAHO Rate Sheet, Revised 8/4/00                              Page 8 of 13
Updated Negotiations Rates
<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                             Recurring      Nonrecurring
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>              <C>
-------------------------------------------------------------------------------------------------------------------------
                          9.12.1.6.4    DS1 PRI ISDN Trunk Port                              $328.20/1/       $695.821
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
                9.12.1.7  Local Usage, per Minute of Use                                     $0.0029
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
        9.12.2  Local Switching  - Market Based Rates
-------------------------------------------------------------------------------------------------------------------------
            9.12.2.1  Analog Line Side Port, First Port                                    Not Available    Not Available
-------------------------------------------------------------------------------------------------------------------------
            9.12.2.2  Each Additional Port (ordered concurrently with                      Not Available    Not Available
                      an unbundled loop)
-------------------------------------------------------------------------------------------------------------------------
            9.12.2.3  Vertical Features
-------------------------------------------------------------------------------------------------------------------------
                      Call Hold                                                            Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Call Transfer                                                        Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Three Way Calling                                                    Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Call Pickup                                                          Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Call Waiting/Cancel Call Waiting                                     Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Distinctive Ringing                                                  Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Speed Call Long - Customer Change                                    Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Station Dial Conferencing (6-way)                                    Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Call Forwarding Busy Line                                            Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Call Forwarding Don't Answer                                         Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Call Forwarding Variable                                             Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Call Forwarding Variable Remote                                      Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Call Waiting ID                                              Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Calling Name & Number                                        Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Calling Number Delivery                                      Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Calling Number Delivery -Blocking                            Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Continuous Redial                                            Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Last Call Return                                             Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Priority Calling                                             Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Selective Call Forwarding                                    Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Selective Call Rejection                                     Not Available
-------------------------------------------------------------------------------------------------------------------------
                      CLASS - Anonymous Call Rejection                                     Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Call Park (Store & Retrieve)                                         Not Available
-------------------------------------------------------------------------------------------------------------------------
                      Message Waiting Indication A/V                                       Not Available
-------------------------------------------------------------------------------------------------------------------------
            9.12.2.4  Subsequent Order Charge                                                               Not Available
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
            9.12.2.5  Digital Line Side Port (Supporting BRI ISDN)                         Not Available
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
                      9.12.2.5.1   First Port                                                               Not Available
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
                      9.12.2.5.2   Each Additional Port                                                     Not Available
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
            9.12.2.6  Digital Trunk Ports
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
                      9.12.2.6.1   DS1 Local Message Trunk Port                                             Not Available
-------------------------------------------------------------------------------------------------------------------------
                      9.12.2.6.2   Message Trunk Group, First Trunk                                         Not Available
-------------------------------------------------------------------------------------------------------------------------
                      9.12.2.6.3   Message Trunk Group, Each                                                Not Available
                                   Additional
-------------------------------------------------------------------------------------------------------------------------
                      9.12.2.6.4    DS1 PRI ISDN Trunk Port                                Not Available    Not Available
-------------------------------------------------------------------------------------------------------------------------
            9.12.2.7  Local Usage, per Minute of Use                                       Not Available
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
     9.13   Customized Routing
-------------------------------------------------------------------------------------------------------------------------
            9.13.1    Development of Custom Line Class Code -                                                     ICB/3/
                      Directory Assistance or Operator Services
                      Routing Only
-------------------------------------------------------------------------------------------------------------------------
            9.13.2    Installation Charge, per Switch - Directory                                                 ICB/3/
                      Assistance or Operator Service Routing Only
-------------------------------------------------------------------------------------------------------------------------
            9.13.3    All Other Custom Routing                                                    ICB/3/          ICB/3/
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      252
<PAGE>

                           EXHIBIT A - IDAHO RATES*
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                                                             Recurring      Nonrecurring
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>              <C>
-------------------------------------------------------------------------------------------------------------------------
     9.14   Common Channel Signaling/SS7
-------------------------------------------------------------------------------------------------------------------------
            9.14.1    CCSAC STP Port                                                      $  214.66/1/            ICB/3/
-------------------------------------------------------------------------------------------------------------------------
            9.14.2    CCSAC Options Activation Charge
-------------------------------------------------------------------------------------------------------------------------
                      9.14.2.1  Basic Translations
-------------------------------------------------------------------------------------------------------------------------
                                First Activation, per Order                                                  $ 107.17/1/
-------------------------------------------------------------------------------------------------------------------------
                                Each  Additional Activation, per Order                                       $   7.32/1/
-------------------------------------------------------------------------------------------------------------------------
                      9.14.2.2  CCSAC Options Database
                                Translations
-------------------------------------------------------------------------------------------------------------------------
                                First Activation per Order                                                   $ 121.82/1/
-------------------------------------------------------------------------------------------------------------------------
                                Each additional Activation per Order                                         $  43.95/1/
-------------------------------------------------------------------------------------------------------------------------
            9.14.3    Signal Formulation, ISUP, Per Call Set-Up                           $0.001706/1/
                      Request
-------------------------------------------------------------------------------------------------------------------------
            9.14.4    Signal Transport, ISUP, Per Call Set-Up                             $0.001143/1/
                      Request
-------------------------------------------------------------------------------------------------------------------------
            9.14.5    Signal Transport, TCAP, per Data Request                            $0.000378/1/
-------------------------------------------------------------------------------------------------------------------------
            9.14.6    Signal Switching, ISUP, Per Call Set-Up                             $0.001200/1/
                      Request
-------------------------------------------------------------------------------------------------------------------------
            9.14.7    Signal Switching, TCAP, Per Data Request                            $0.000418/1/
-------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------
     9.15   Advanced Intelligent Network (AIN)
-------------------------------------------------------------------------------------------------------------------------
            9.15.1    AIN Customized Services (ACS)                                                               ICB/3/
-------------------------------------------------------------------------------------------------------------------------
            9.15.2    AIN Platform Access (APA)                                                 ICB/3/            ICB/3/
-------------------------------------------------------------------------------------------------------------------------
            9.15.3    AIN Query Processing, per Query                                           ICB/3/
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
     9.16   Line Information Database (LIDB)
-------------------------------------------------------------------------------------------------------------------------
            9.16.1    LIDB Storage                                                                             No Charge
-------------------------------------------------------------------------------------------------------------------------
            9.16.2    Line Validation Administration System Access                                              Under
                      (LVAS)                                                                                 Development
-------------------------------------------------------------------------------------------------------------------------
                      9.16.2.1  LIDB/ICNAM Line Record Initial Load
-------------------------------------------------------------------------------------------------------------------------
                                9.16.2.1.1  Up to 20,000 Line Records                                        $2,601.00/1/
-------------------------------------------------------------------------------------------------------------------------
                                9.16.2.1.2  Over 20,000 Line Records                                              ICB/3/
-------------------------------------------------------------------------------------------------------------------------
                      9.16.2.2  Mechanized Service Account Update,                           Under
                                per Addition or Update Processed                          Development
-------------------------------------------------------------------------------------------------------------------------
                      9.16.2.3  Individual Line Record Audit                                                    Under
                                                                                                             Development
-------------------------------------------------------------------------------------------------------------------------
                      9.16.2.4  Account Group Audit                                                             Under
                                                                                                             Development
-------------------------------------------------------------------------------------------------------------------------
                      9.16.2.5  Expedited Request Charge for Manual                                             Under
                                Updates                                                                      Development
-------------------------------------------------------------------------------------------------------------------------
            9.16.3    LIDB Query Service, per Query                                       $0.003540/1/
-------------------------------------------------------------------------------------------------------------------------
            9.16.4    Fraud Alert Notification, per Alert                                   No Charge
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
     9.17   8XX Database Query Service
-------------------------------------------------------------------------------------------------------------------------
            9.17.1    Basic Query, per Query                                              $0.009492/1/
-------------------------------------------------------------------------------------------------------------------------
            9.17.2    POTS Translation                                                    $0.000014/1/
-------------------------------------------------------------------------------------------------------------------------
            9.17.3    Call Handling & Destination Feature                                 $0.000004/1/
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
     9.18   ICNAM, Per Query                                                              $0.001220/1/
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
     9.19   Construction Charges                                                                ICB/3/            ICB/3/
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
     9.20   Miscellaneous Elements
-------------------------------------------------------------------------------------------------------------------------
            Additional Engineering - Basic                                                                   $  30.38/1/
-------------------------------------------------------------------------------------------------------------------------
            Additional Engineering - Overtime                                                                $  39.21/1/
-------------------------------------------------------------------------------------------------------------------------
            Additional Labor Installation - Overtime                                                         $   8.64/1/
-------------------------------------------------------------------------------------------------------------------------
            Additional Labor Installation - Premium                                                          $  17.28/1/
-------------------------------------------------------------------------------------------------------------------------
            Additional Labor Other - Basic                                                                   $  26.52/1/
-------------------------------------------------------------------------------------------------------------------------
            Additional Labor Other - Overtime                                                                $  35.49/1/
-------------------------------------------------------------------------------------------------------------------------
            Additional Labor Other - Premium                                                                 $  44.47/1/
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                   Page 10 of 13

<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
------------------------------------------------------------------------- --------------- --------------- ---------------
                                                                                             Recurring     Nonrecurring
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
<S>                                                                       <C>             <C>             <C>
                  Testing and Maintenance - Basic                                                               $28.16/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Testing and Maintenance - Overtime                                                            $37.67/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Testing and Maintenance - Premium                                                             $47.20/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Maintenance of Service - Basic                                                                $26.52/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Maintenance of Service - Overtime                                                             $35.49/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Maintenance of Service - Premium                                                              $44.47/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Additional COOP Acceptance Testing - Basic                                                    $28.16/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Additional COOP Acceptance Testing - Overtime                                                 $37.67/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Additional COOP Acceptance Testing - Premium                                                  $47.20/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  NonScheduled COOP Testing  - Basic                                                            $28.16/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  NonScheduled COOP Testing - Overtime                                                          $37.67/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  NonScheduled COOP Testing - Premium                                                           $47.20/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  NonScheduled Manual Testing - Basic                                                           $28.16/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  NonScheduled Manual Testing - Overtime                                                        $37.67/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  NonScheduled Manual Testing - Premium                                                         $47.20/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Additional Dispatch                                                                           $83.89/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Date Change                                                                                   $12.97/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Design Change                                                                                 $59.90/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Expedite Charge                                                                                  ICB/3/
------------------------------------------------------------------------- --------------- --------------- ---------------
                  Cancellation Charge                                                                              ICB/3/
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
10.0     Ancillary Services
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
      10.1     Interim Number Portability
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.1      Remote Call Forwarding - First Number                           Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.2      Remote Call Forwarding - Each Additional                        Not Available
                           Number
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.3      Number Port Remote Call Forward Service                                         Not Available
                           Establishment, per Route, per Switch
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.4      Number Port Remote Call Forward Service                                         Not Available
                           Establishment, Additional Number Ported (or
                           Changes to Existing Numbers)
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.5      Number Port Direct Inward Dial per Number                       Not Available
                           Ported
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.6      Number Port Direct Inward Dial                                                  Not Available
                           Set-up Charge per Route, per Switch
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.7      Number Ported Directory Number Route Index                      Not Available   Not Available
                           per Number Ported
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.8      Number Ported Directory Number Route Index                                      Not Available
                           Set-Up Charge per Route Switch
------------------------------------------------------------------------- --------------- --------------- ---------------
               10.1.9      Coordinated Out of Hours Cut - Non                                               $59.73 per
                           Sunday/Holiday                                                                    Hr. per
                                                                                                             Person/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
         10.1.10  Coordinated Out of Hours Cut - Sunday/Holiday                                             $73.74 per
                                                                                                             Hr. per
                                                                                                             Person/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
     10.2     Local Number Portability
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.2.1  LNP Queries                                                       See FCC Tariff #5
------------------------------------------------------------------------- -----------------------------------------------
------------------------------------------------------------------------- --------------- --------------- ---------------
     10.3     911/E911                                                                      No Charge
------------------------------------------------------------------------- -----------------------------------------------
------------------------------------------------------------------------- --------------- --------------- ---------------
     10.4    White Pages Directory Listings, Facility Based Providers
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.4.1  Primary Listing                                                       No Charge
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.4.2  Premium/Privacy Listings                                               General
                                                                                             Exchange
                                                                                           Tariff Rate,
                                                                                               less
                                                                                            wholesale
                                                                                             discount
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
</TABLE>


                                                                   Page 11 0f 13
<PAGE>

                            EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
------------------------------------------------------------------------- --------------- --------------- ---------------
                                                                                           Recurring       Nonrecurring
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
<S>                                                                       <C>             <C>             <C>
     10.5     Directory Assistance, Facility Based Providers
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.5.1  Local Directory Assistance, Per Call
                                                                                                   $0.34
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.5.2  National Directory Assistance, per Call
                                                                                                   $0.36
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.5.3  Call Branding, Set- Up and Recording                                                  $10,500.00/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.5.4  Loading  Brand /Per Switch                                                               $175.00/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.5.5  Call Completion Link, per Call                                             $0.09/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
     10.6     Directory Assistance List Information
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.6.1  Initial Database Load, per Listing                                        $0.025/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.6.2  Reload of Database, per Listing                                           $0.020/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.6.3  Daily Updates, per Listing                                                $0.050/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.6.4  One-time Set-Up Fee                                                       $77.44/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.6.5  Media Charges for File Delivery
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.6.5.1 Electronic Transmission                                          $0.002/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.6.5.2 Tapes (charges only apply if this is                           $30/tape/2/
                               selected as the normal delivery medium
                               for daily updates)
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.6.5.3 Shipping Charges (for tape delivery)                                ICB/3/
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
     10.7     Toll and Assistance Operator Services, Facility Based
              Providers,
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.7.1  Option A - Per Message
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Operator Handled Calling Card                                              $1.45/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Machine Handled Calling Card                                               $0.60/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Station Call                                                               $1.50/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Person Call                                                                $3.50/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Connect to Directory Assistance                                            $0.75/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Busy Line Verify, per Call                                                 $1.95/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Busy Line Interrupt                                                        $2.05/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Operator Assistance, per Call                                              $0.50/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.7.2  Option B - Per Operator Work Second and Computer
                      Handled Calls
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Operator Handled, per Operator Work Second                                $0.028/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      Machine Handled, per Call                                                  $0.25/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.7.3  Call Branding, Set-Up & Recording                                                     $10,500.00/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.7.4  Loading Brand/Per Switch                                                                 $175.00/2/
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
     10.8     Access to Poles, Ducts, Conduits and Rights of Way
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.8.1  Pole Inquiry Fee, per Mile                                                               $114.00/6/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.8.2  Innerduct Inquiry Fee, per Mile                                                          $171.00/6/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.8.3  Field Verification Fee, Poles                                                                ICB/3/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.8.4  Field Verification Fee, Manholes                                                             ICB/3/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.8.5  Make-Ready Work                                                                              ICB/3/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.8.6  Pole Attachment Fee, per Foot, per Year                                    $2.17/4/
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.8.7  Innerduct Occupancy Fee, per Foot, per Year                                $0.34/4/
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
     10.9     Enhanced Extended Loop (EEL) [5]
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.9.1  EEL Link
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.9.1.1 DS0 2-Wire                                                 Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.9.1.2 DS0 4-Wire                                                 Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.9.1.3 DS1                                                        Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.9.1.4 DS3                                                        Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
</TABLE>


                                                                   Page 12 of 13
<PAGE>

                           EXHIBIT A - IDAHO RATES*

<TABLE>
<CAPTION>
------------------------------------------------------------------------- --------------- --------------- ---------------
                                                                                            Recurring      Nonrecurring
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
                                                                            Recurring     Recurring Per    Nonrecurring
                                                                              Fixed            Mile
------------------------------------------------------------------------- --------------- --------------- ---------------
<S>                                                                       <C>             <C>             <C>
              10.9.2  EEL Transport/5/
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.9.2.1 DS0 EEL Transport
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS0 Over 0 to 8 Miles                      Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS0 Over 8 to 25 Miles                     Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS0 Over 25 to 50 Miles                    Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS0 Over 50 Miles                          Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------

------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.9.2.2 DS1 EEL Transport
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS1 Over 0 to 8 Miles                      Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS1 Over 8 to 25 Miles                     Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS1 Over 25 to 50 Miles                    Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS1 Over 50 Miles                          Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
                      10.9.2.3 DS3 EEL Transport
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS3 Over 0 to 8 Miles                      Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS3 Over 8 to 25 Miles                     Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS3 Over 25 to 50 Miles                    Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                               DS3 Over 50 Miles                          Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                                                                                            Recurring      Nonrecurring
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.9.3  Multiplexing
------------------------------------------------------------------------- --------------- --------------- ---------------
                      DS3 to DS1                                                          Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
                      DS1 to DS0                                                          Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.9.4  DS0 Channel Card                                                    Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
              10.9.5  Concentration Capability                                            Not Available   Not Available
------------------------------------------------------------------------- --------------- --------------- ---------------
------------------------------------------------------------------------- --------------- --------------- ---------------
12.0     Operational Support Systems
------------------------------------------------------------------------- --------------- --------------- ---------------
         12.1     Development and Enhancements, per Order                                                     Under
                                                                                                           Development
------------------------------------------------------------------------- --------------- --------------- ---------------
         12.2     Ongoing Maintenance, per Order                                              Under
                                                                                           Development
------------------------------------------------------------------------- --------------- --------------- ---------------
         12.3     Daily Usage Record File, per Record                                          $0.0011/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
         12.4     Trouble Isolation Charge                                                                 Section 13,
                                                                                                            U S WEST'S
                                                                                                              Idaho
                                                                                                           Exchange and
                                                                                                             Network
                                                                                                             Services
                                                                                                             Catalog
------------------------------------------------------------------------- --------------- --------------- ---------------
17.0     Bona Fide Request Process
------------------------------------------------------------------------- --------------- --------------- ---------------
         17.1     Processing Fee                                                                             $2,128.00/1/
------------------------------------------------------------------------- --------------- --------------- ---------------
</TABLE>

NOTES:
-----
*    Unless otherwise indicated, all rates are pursuant to the U S WEST and AT&T
     Interconnection Agreement approved by the Idaho Public Utilities Commission
     in Docket Number USW-T-96-15, Commission Order Number 27738, effective
     September 17, 1998.

[1]  Rates not addressed in AT&T Arbitration.  (TELRIC based where required.)
[2]  Market-based rates.
[3]  ICB, Individual Case Basis pricing.
[4]  Rates per FCC Guidelines.
[5]  Enhanced Extended Loop is available in density zone 1 wire centers as
     designated in the top 50 MSA's. U S WEST's territory contains six (6) of
     the top 50 MSA's and 14 wire centers within those six (6). None of these
     wire centers are located in Idaho.
[6]  Estimated TELRIC.

                                                                   Page 13 of 13