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                                                                   Exhibit 10.25



                            SPRINT WHOLESALE SERVICES
                         DATA AND PRIVATE LINE AGREEMENT

Confidential Treatment. The portions of this exhibit that have been replace with
"[*****]" have been filed separately with the Securities and Exchange Commission
and are the subject of an application for confidential treatment.

SPRINT COMMUNICATIONS COMPANY L.P. ("Sprint") and VALOR TELECOMMUNICATIONS
ENTERPRISES, LLC ("Customer") enter into this Agreement ("Agreement). Sprint and
Customer are "Parties."

Sprint and Customer agree that the terms and conditions in this Agreement, its
Attachments, and any Order for Services ("Order") will govern Sprint's provision
and Customer's use of Services. Customer is purchasing Services under this
Agreement for resale to it customers ("End Users").

I.       TERM

         A.       TERM OF AGREEMENT. This Agreement is effective as to each
         Party when signed by that Party. The Term of the Agreement will
         commence on the first day of the second month following the month in
         which Sprint executes the Agreement. The Term continues for the period
         specified in Attachment A.

         B.       TERM OF SERVICES. The initial term for Service ("Initial
         Service Term") will be stated on the Order and will begin on the first
         day of the month following the date the Service is installed and
         available. If Customer orders a Service with a term (for example, 3
         years) that extends beyond the Agreement's term, this Agreement and
         pricing will remain in effect for that Service until the term for that
         Service expires. If the term of a Service expires and there is then no
         Agreement between the Parties, continued use of the Service will be
         invoiced month-to-month at Sprint's current tariff or standard list
         pricing, terms and conditions in effect at the time the Service term
         expires.

II.      SERVICES

         A.       SERVICES ARE DESCRIBED IN THE ATTACHMENTS. Customer must
         submit an Order to obtain Services pursuant to this Agreement. Customer
         may purchase, and Sprint will provide, Service under the terms and
         conditions in this Agreement and the Order.

         B.       ACCESS. Sprint-provided access is pursuant to Sprint FCC
         Tariff #8. When Customer or Sprint (as Customer's agent) orders access
         for Services, Local Exchange Carrier (LEC) tariffs may apply. Sprint
         and Customer are responsible for their respective compliance with those
         tariffs. Sprint is not responsible for delays in provisioning Service
         that are caused by the LEC. Access charges for circuits of DS3 and
         greater will be separately priced per Special Customer Arrangement.

         C.       DELIVERY. Sprint will schedule the delivery of the Service in
         accordance with a mutually agreed upon delivery date.

III.     MINIMUM MONTHLY COMMITMENT

         A.       Minimum Monthly Commitment ("MMC") is the amount of Services
         that Customer commits to purchase during each month of the Term.
         Customer's MMC is stated in Attachment A.

         B.       MMC SHORTFALL LIABILITY. If Customer fails to meet its MMC,
         unless caused by Sprint's material failure to perform under this
         Agreement, Customer will pay Sprint, in

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         addition to other applicable charges, the difference between the MMC
         and Customer's actual MMC Contributory Service Usage Charges for each
         month in which Customer does not achieve the MMC.

IV.      PRICES

         A.       PRICES ARE IN THE ATTACHMENTS. Prices (except those subject to
         Tariff) are fixed for the Tenn. Prices stated in the Attachments apply
         to Services ordered and installed, or renewed, after the Effective Date
         and prior to the termination or expiration of the Agreement.

         B.       Sprint may adjust its rates and charges or impose additional
         rates or surcharges on Customer in order to recover amounts it is
         required by governmental or quasi- governmental authorities to collect
         on behalf of or pay to others in support of statutory or regulatory
         programs.

V.       INVOICES AND PAYMENT

         A.       PAYMENT OBLIGATION. Customer will pay Sprint for Services in
         accordance with this Agreement and any applicable Tariffs.

         B.       PAYMENT PROCEDURE. Sprint will invoice Customer monthly for
         Services. Invoices are due and payable 30 days from invoice date.
         Undisputed charges that Customer fails to pay within 30 days from the
         date of the invoice are subject to interest from the date of the
         invoice at the maximum rate allowed by law, not to exceed 1 1/2% per
         month.

         C.       TAXES. The price of Service excludes applicable taxes.
         Customer will pay applicable taxes, which will be stated separately on
         each invoice. Sprint will not bill Customer for taxes if Customer
         provides Sprint with certificates from appropriate taxing authorities
         exempting Customer from taxes.

         D.       BILLING DISPUTES. If Customer, in good faith and by the due
         date of the disputed invoice, disputes Sprint's computation of amounts
         due, Customer may withhold payment of the disputed amount, but Customer
         must pay all charges not in dispute per the payment terms in this
         Agreement. An amount is not in dispute until Customer has provided
         Sprint with written documentation explaining the disputed amount and
         describing the dispute's factual and legal basis. Customer will
         cooperate with Sprint to resolve any dispute expeditiously. Disputed
         amounts are due and payable immediately once Sprint denies the dispute
         in writing.

         E.       COLLECTION. Customer is responsible for amounts it cannot
         collect from End Users, including but not limited to fraudulent
         charges, and for billing adjustments or credits it grants End Users,
         including adjustments for fraudulent charges.

VI.      PAYMENT SECURITY

         Provision of Service is contingent on credit approval by Sprint. Upon
         Sprint's request, Customer must provide Sprint with financial
         statements or other indications of Customer's financial and business
         circumstances. If: (a) Customer's financial or business circumstances
         or payment history is or, during the Term, becomes unacceptable to
         Sprint;

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         (b) Customer fails to make timely payments in accordance with Section
         V; (c) Customer exceeds its credit limit; or (d) Sprint has reason to
         believe that Customer is insolvent, then Sprint may require a deposit,
         irrevocable letter of credit or other form of security acceptable to
         Sprint, or, if Customer has previously provided security, Sprint may
         request additional security. Customer's failure to provide the
         requested security within 5 days following Sprint's reasonable request
         is a default. If Customer exceeds its credit limit by more than 20%,
         the excess amount is due immediately upon Sprint's request and
         Customer's failure to provide immediate payment will be a breach of
         this Agreement. Customer's breach of or default under any related
         security agreement or Promissory Note is a breach of this Agreement.

VII.     TERMINATION OF SERVICES/EARLY SERVICE TERMINATION CHARGE

         A.       To terminate Services, Customer must provide Sprint with 30
         days' prior written notice. If Customer terminates any Service before
         the expiration of the term for that Service, Customer must pay early
         service termination charges described in the Attachments. In addition,
         if Customer terminates a Service having access of T-3 or greater
         bandwidth before the end of the Service term, then Customer must pay
         Sprint for 100% of the remaining access charges imposed by the LEC to
         which Sprint has committed on behalf of Customer as follows: (1) for
         Customer-provided access, Customer must pay Sprint the EFC and COC
         monthly recurring charges for each month remaining in the Service term;
         or (2) for Sprint-provided access, Customer must pay Sprint the AGF,
         COC, and local loop monthly recurring charges for each month remaining
         in the Service term.

         B.       Except for the access reimbursement on bandwidth of T-3 or
         greater, Sprint will waive the otherwise applicable early termination
         charges for any Service if Customer orders a replacement Service of the
         same or greater bandwidth with a term equal to the greater of: (a) the
         Term remaining on the original Service; or (b) 12 months. Customer must
         order the replacement Service during the 30 days immediately following
         the termination of the original Service. The replacement Service must
         be installed within 60 days of the order for the replacement Service.
         Customer must pay the access reimbursement described in Section VII.A
         even if it orders a replacement Service unless the replacement Service
         is at the same Service location as the terminated Service.

VIII.    CUSTOMER RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES

         A.       Customer will:

                  1.       at its own expense provide all necessary preparations
                           required to comply with Sprint's installation and
                           maintenance specifications;

                  2.       be responsible for the costs of relocation of
                           Services once installed; and

                  3.       provide to Sprint and to its suppliers reasonable
                           access to Customer's premises to perform any acts
                           required by an Order; and

                  4.       comply with Sprint's network interface procedures
                           when it orders it own access facilities.

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         B.       Customer will properly use the Services. Customer will be
         liable for any and all damages to Services located on Customer's
         premises excluding reasonable wear and tear and damages caused by
         Sprint. Upon expiration or termination of the Order, Customer will
         surrender to Sprint any equipment and other property owned by Sprint
         and provided to Customer.

         C.       Customer will not nor will it permit or assist others to:

                  1.       use Services for any purpose other than that for
                           which they are intended;

                  2.       alter, tamper with, adjust or repair the Services.

         D.       Customer represents and warrants that it:

                  1.       has obtained all required certificates of public
                           convenience and necessity, licenses and regulatory
                           approvals and that it is authorized to provide
                           service to End Users;

                  2.       will immediately notify Sprint if any required
                           certificate of public convenience and necessity,
                           license or other regulatory approval is revoked,
                           suspended or otherwise ceases to be effective; and

                  3.       will comply with all applicable laws, rules and
                           regulations.

         E.       DUTIES. Customer is not relieved of any duty, obligation or
         responsibility under this Agreement because service is ultimately
         provided to End Users.

         F.       END USERS. Customer is solely responsible for End User
         solicitation, service requests, creditworthiness, customer service,
         billing and collection. Customer is responsible for payment to Sprint
         without regard to Customer's ability to charge for Services used by End
         Users or to collect payment from End Users.

         Upon the occurrence or breach of any of the above, Sprint may suspend
         its performance and/or terminate this Agreement with no further
         obligation to Customer.

IX.      HARDWARE OR SOFTWARE NOT PROVIDED BY SPRINT

         A.       Customer and not Sprint is responsible for the installation,
         operation, or maintenance of hardware or software not provided by
         Sprint. Sprint is not responsible for the transmission or reception of
         information by such hardware or software.

         B.       Customer is responsible for the selection, use and
         compatibility of hardware or software not provided by Sprint. If
         hardware or software not provided by Sprint impairs Customer's use of
         the Service, Customer is nonetheless liable for payment for the
         Service. Upon notice from Sprint that the hardware or software not
         provided by Sprint is causing or is likely to cause hazard,
         interference, or service obstruction Customer will eliminate such
         hazard, interference. or service obstruction. Sprint may suspend the
         provision of the Service until such hazard, interference, or service
         obstruction is corrected. If requested by Customer, Sprint may, at its
         then-current rates, troubleshoot difficulties caused by hardware or
         software not provided by Sprint.

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         C.       Sprint is not responsible if any changes in the Service cause
         hardware or software not provided by Sprint to become obsolete, require
         modification or alteration, or otherwise affect performance of such
         hardware or software.

         D.       If Customer provides its own router to interface with the
         Services, then Customer is fully responsible for the installation,
         maintenance, and configuration of such router. Sprint must approve in
         advance the make, model and/or software revision of a Customer-provided
         router. Sprint has the right, in cooperation with Customer, to set the
         initial configuration for the router interface into the Service.

X.       INDEMNIFICATION

         A.       PROPERTY AND PERSONAL INJURY INDEMNITY. Each Party will
         indemnify and defend the other Party, its directors, employees, agents
         and their successors and assigns from and against all claims, demands,
         causes of action, losses, damages, expenses or liabilities, including
         costs and reasonable attorneys' fees, arising out of claims made by
         third parties for personal injury (or death) or loss or damage to
         personal property, arising out of or related to the negligent or
         willful misconduct, errors or omissions, of the indemnifying Party or
         its subcontractors, directors, employees, agents or representatives.
         Claims made by employees of a Party that are covered under applicable
         workers' compensation laws are not indemnified under this Section.

         B.       PROPRIETARY RIGHTS INDEMNITY.

                  1.       If Customer notifies Sprint promptly in writing of a
                           third-party claim and gives Sprint full and complete
                           authority, information and assistance, at Sprint's
                           expense, for the claim's defense and settlement, and
                           if Customer or its agents does not by any act
                           (including any admission or acknowledgement)
                           materially impair or compromise a claim's defense,
                           Sprint will defend any third-party claim and pay all
                           court-awarded damages brought against Customer based
                           on an allegation that Sprint-provided Services
                           infringe on any copyright, trade-secret, or patent,
                           protected under United States' laws. For any of these
                           third party claims Sprint receives or to minimize the
                           potential for such a claim, Sprint may, at its option
                           and expense, either procure the right for Customer to
                           continue using the Services, replace or modify the
                           Services with comparable Services, or terminate the
                           Services.

                  2.       Customer will indemnify and defend Sprint from and
                           against all claims, demands, causes of action,
                           losses, damages, expenses or liabilities, including
                           costs and reasonable attorneys' fees, arising out of
                           claims made by third parties that the use of
                           Customer-provided hardware or software infringes on a
                           patent or copyright.

         C.       Customer will indemnify and defend Sprint from and against all
         claims, demands, causes of action, losses, damages, expenses or
         liabilities, including costs and reasonable attorneys' fees, caused by
         any third-party claims: (a) arising from information, data, or messages
         transmitted over the network by Customer including, but not limited to,
         claims for libel, slander, invasion or privacy, infringement or
         copyright, and invasion and/or alteration of private records or data;
         or (b) alleging Customer's violation of any federal or state law, rule
         or regulation.

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XI.      PROPERTY RIGHTS PROTECTION

         A.       LICENSE. Sprint grants to Customer a non-exclusive and
         non-transferable license to use software which may be provided with or
         included in the Services for the sole purpose of enabling Customer to
         use such Services.

         B.       TITLE. Sprint or its suppliers retain title and property
         rights to Sprint-provided software and equipment, whether or not they
         are embedded in or attached to realty. Customer neither owns nor will
         it acquire any claim or right of ownership to:

                  1.       Sprint-provided equipment not purchased by Customer;

                  2.       software (including the original media and all
                           subsequent copies of the software, regardless of the
                           media's form) and associated documentation (including
                           copies);

                  3.       any patents, copyrights, trademarks, or other
                           intellectual property related to Section XI.B.1. or
                           2; or

                  4.       IP addresses assigned to Customer.

         C.       TRADE SECRET PROTECTION. Sprint Services are valuable trade
         secrets of Sprint or its suppliers. Customer will protect any software
         it uses that is provided with or included in Services, and will make no
         attempt to examine, copy, alter, reverse engineer, tamper with or
         otherwise misuse such software.

XII.     BREACH OR TERMINATION OF THE AGREEMENT

         A.       SPRINT BREACH. If Sprint materially breaches the Agreement and
         fails to cure such breach within 60 days of receiving written notice of
         the breach from Customer, then Customer may terminate the Agreement
         without incurring an Early Termination Charge. A material breach by
         Sprint does not include any failure to perform due to a failure caused
         by the local exchange carrier, Customer premise equipment, Customer or
         any other failure caused by circumstances not within the sole control
         of Sprint.

         B.       CUSTOMER BREACH.

                  1.       In addition to the other remedies in this Agreement,
                           Sprint may stop providing Service and terminate the
                           Agreement immediately without notice if Customer
                           breaches Section V or VI of the Agreement. If
                           Customer breaches any other provision of this
                           Agreement and fails to cure the breach within 30 days
                           of receiving written notice of the breach from Sprint
                           (or such other period as may be specified in a
                           particular Section), Sprint may, in addition to other
                           remedies available in law or equity, do one or more
                           of the following:

                                    (a)      refuse to accept additional orders
                                             for Service;

                                    (b)      refuse to install new Service types
                                             or Service locations;

                                    (c)      disconnect or block Service
                                             Elements;

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                                    (d)      discontinue any applicable
                                             promotional pricing until Customer
                                             is in full compliance with this
                                             Agreement;

                                    (e)      stop providing Service to Customer;
                                             or

                                    (f)      terminate this Agreement.

                  2.       The insolvency, corporate reorganization, arrangement
                           with creditors, receivership, or dissolution of
                           Customer or a change in Customer's majority ownership
                           without Sprint's prior written consent (which consent
                           will not be unreasonably withheld) is a breach of the
                           Agreement.

         C.       TERMINATION WITHOUT CAUSE. Customer may terminate this
         Agreement at any time without cause upon 90 days' prior written notice
         to Sprint and payment to Sprint of the Early Termination Charge
         described in XII.D. Service will be discontinued the first business day
         of the fourth month after such notice of termination.

         D.       EARLY TERMINATION CHARGE. Sprint's rates for Service under
         this Agreement are in consideration for Customer's agreement to
         purchase Service for the entire Term. It is difficult if not impossible
         to calculate Sprint's loss if Customer terminates this Agreement under
         Section XII.C. or Sprint terminates the Agreement due to Customer's
         breach before the Term ends. Thus, if Sprint terminates this Agreement
         due to Customer's material breach, or Customer terminates this
         Agreement or ceases to use Service to a material extent (unless due to
         Sprint's material breach), Customer must pay Sprint, in addition to all
         other applicable charges, an Early Termination Charge equal to the MMC
         multiplied by the number of months remaining in the Term. The Early
         Termination Charge is to compensate Sprint for its losses, and is not a
         penalty. Sprint will invoice and Customer must pay the Early
         Termination Charge in accordance with the payment terms set forth in
         Section V.

XIII.    CONFIDENTIALITY

         A.       OBLIGATIONS OF THE PARTIES. The Parties must not disclose any
         Proprietary information of the other Party. Proprietary Information is
         the property of the disclosing Party. A Party receiving Proprietary
         Information must:

                  1.       use or reproduce Proprietary Information only when
                           necessary to perform this Agreement;

                  2.       provide at least the same care to avoid disclosure or
                           unauthorized use of Proprietary Information as it
                           provides to protect its own Proprietary Information;

                  3.       limit access to Proprietary Information to its
                           employees or agents who need the Proprietary
                           Information to perform this Agreement; and

                  4.       return or destroy all Proprietary Information,
                           including copies, after the need for it has expired,
                           upon request of the disclosing Party, or when the
                           Agreement terminates.

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         B.       REMEDIES. Breach of this Section XIII may cause irreparable
         harm for which monetary damages may be inadequate. Accordingly, in
         addition to other available remedies, a Party may seek injunctive
         relief to enforce this Section XIII.

         C.       "Proprietary Information" means

                  1.       the terms of this Agreement, including all
                           Attachments;

                  2.       written information of a Party that is marked as
                           proprietary or confidential or which is accompanied
                           by written notice that the information is
                           confidential, or

                  3.       a verbal communication that is later confirmed in
                           writing to the other Party as confidential or
                           proprietary information which (i) maintained in
                           confidence and secrecy by the disclosing Party, (ii)
                           valuable to the disclosing Party because of its
                           confidence or secrecy, and (iii) is subject to the
                           disclosing Party's reasonable efforts to maintain its
                           confidentiality and secrecy.

Proprietary Information does not include information that is:

                  1.       at any time in the public domain other than through
                           wrongdoing on the part of an entity owing a duty of
                           confidentiality to the disclosing Party,

                  2.       within legitimate possession of the receiving Party
                           without obligation of confidentiality,

                  3.       lawfully received from a third party having rights
                           therein without restriction of the right to
                           disseminate the information,

                  4.       independently developed without breach of any
                           obligation of confidentiality through parties without
                           access to or knowledge of the Proprietary
                           Information,

                  5.       disclosed with prior written approval of the
                           disclosing Party,

                  6.       transmitted after the disclosing Party has received
                           written notice from the receiving Party that it does
                           not desire to receive further Proprietary
                           Information, or

                  7.       obligated to be produced under a valid court order or
                           subpoena.

XIV.     RELATIONSHIP OF PARTIES

         Neither this Agreement nor the provision of Service constitutes or
         creates an association, joint venture, partnership or other form of
         legal entity or business enterprise between the Parties, their agents,
         employees or affiliates. Customer is the service provider with respect
         to End Users and Sprint is a supplier to Customer with no relationship
         to End Users. Sprint has no liability for the acts of Customer, its
         employees or agents.

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XV.      USE OF NAME AND MARKS

         A.       This Agreement confers no right to use the name, service
         marks, trademarks, copyrights, patents or carrier identification code
         ("CIC") of either Party except as provided in this Agreement, as agreed
         to by the Parties, or as required by applicable law or regulation.
         Neither Party may take any action that would compromise the registered
         copyrights or service marks of the other. Sprint's name is proprietary
         and nothing in this Agreement constitutes a license authorizing its
         use. Customer will not:

                  1.       promote or advertise Sprint's name or capabilities to
                           End Users or prospective End Users;

                  2.       attempt to sell its service using Sprint's name; or

                  3.       represent to End Users or prospective End Users that
                           they would be Sprint customers or that they may
                           obtain Sprint service from Customer.

         B.       If Sprint notifies Customer that Customer has breached this
         Section, Customer must use its best efforts to immediately cure the
         breach and must advise Sprint of its corrective action. If, in Sprint's
         opinion, Customer fails to cure within 15 days of Sprint's notice, then
         Sprint may, in addition to any other remedy its has, terminate this
         Agreement.

XVI.     SERVICE ACTIVATION AND DISCONNECTION

         A.       ACTIVATION. Sprint will make reasonable efforts to provide
         Service within 30 days following Customer's order or the requested
         delivery date, whichever is later. These time frames will be extended
         by the time it takes to address activation errors or obtain from
         Customer a complete and accurate order. If Customer requests expedited
         Service, Customer will reimburse Sprint for any LEC-imposed fees.

         B.       DISCONNECTION. The minimum disconnect interval for Service
         Elements is 35 days. Customer remains liable for all charges incurred
         until the Service Elements are disconnected.

XVII.    LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

         A.       In no event will Sprint be liable, either in contract or in
         tort, for unauthorized access to Customer's transmission facilities or
         Customer premise equipment; or for unauthorized access to or
         alteration, theft, or destruction of Customer's data files, programs,
         procedure, or information through accident, fraudulent means or
         devices; or any other method.

         B.       Except to the extent caused by the negligence of Sprint,
         Sprint will not be liable for claims or damages resulting from or
         caused by: (i) Customer's fault, negligence or failure to perform
         Customer's responsibilities; (ii) claims against Customer by any other
         party (except for claims of copyright or patent infringement as
         specified herein); (iii) any act or omission of any other party; or
         (iv) equipment or services furnished by a third party.

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         C.       Sprint's entire liability for its failure to perform any of
         its obligations under this Agreement will not exceed an amount equal to
         the lesser of $100,000 or the monthly charges paid for the effected
         Services during the preceding 12 months. Sprint will not be liable for
         any unavoidable damage to Customer's premises.

         D.       Sprint will not be liable for any consequential, special,
         incidental, indirect, exemplary or punitive damages for any cause of
         action, whether in contract or tort, arising out of this Agreement or
         in any way related to the relationship between the Parties.
         Consequential and indirect damages include, but are not limited to,
         lost profits, lost revenues or loss of business opportunity, whether or
         not Sprint was aware or should have been aware of the possibility of
         such damages.

         E.       With respect to the Services, materials and equipment provided
         hereunder, SPRINT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
         NOT EXPLICITLY STATED IN THE AGREEMENT, AND IN PARTICULAR DISCLAIMS ALL
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

XVIII.   ARBITRATION

         Any dispute arising out of or relating to this Agreement may, at the
         option of the Parties, be finally settled by arbitration, except that
         if the provisions of Section XIX of this Agreement are held to be
         unenforceable, then arbitration of any such dispute is mandatory. Any
         arbitration will be in accordance with the rules of the American
         Arbitration Association. The arbitration will be governed by the United
         States Arbitration Act, 9 U.S.C. Sec. 1 et seq., and judgment upon the
         award may be entered by any court with jurisdiction. The arbitration
         will be held in the Kansas City, MO metropolitan area.

XIX.     WAIVER OF JURY TRIAL

         The Parties mutually, expressly, irrevocably and unconditionally waive
         trial by jury for any proceedings arising out of, under or in
         connection with this Agreement. This Section survives the termination
         of the Agreement.

XX.      JURISDICTION AND VENUE

         Unless a dispute is arbitrated pursuant to Section XVIII, any legal
         action brought by either Party arising out of or relating to this
         Agreement must be brought exclusively in the District Court of Johnson
         County, Kansas or the United States District Court for the District of
         Kansas located in Kansas City, Kansas. The Parties accept the exclusive
         personal jurisdiction of these courts. The Parties waive any objection
         (including, without limitation, any objection to the laying of venue or
         based on the grounds of forum non conveniens) which either Party may
         now or hereafter have to the bringing of any action in these courts.

XXI.     ASSIGNMENT

         Customer may not assign its responsibilities, duties, rights or
         obligations under this Agreement to any person, corporation, or other
         entity without the written consent of

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         Sprint, which consent may not be unreasonably withheld. All terms and
         conditions of this Agreement are binding on any of Customer's
         successors or assigns,

XXII.    FORCE MAJEURE

         A.       Except for the performance of obligations in Section V and VI
         of this Agreement, neither Party will be responsible for any delay,
         interruption or other failure to perform due to acts beyond a Party's
         control. These acts include, but are not limited to, natural disasters
         such as lightening, earthquakes, hurricanes, floods or other like
         causes; war, riot, civil commotion; cable cuts; explosion or fire;
         embargoes, strikes or labor disputes; decrees of governmental entities;
         or acts of third parties.

         B.       The Party claiming to be affected (the "Claiming Party") must
         give notice to the other Party if any of these events occurs. Upon this
         notice the Claiming Party may, without liability to the other Party,
         cancel or delay performance for as long as the event delays the
         Claiming Party's performance. So long as the Claiming Party is in full
         compliance with the provisions of this Section, the other Party may not
         declare the Claiming Party to be in breach of this Agreement and may
         not exercise the termination remedies set forth in this Agreement,
         provided, however, that should the event continue for more than 60 days
         and adversely and materially impact the other Party, that Party may
         terminate this Agreement upon payment for all Services delivered before
         termination, plus all other charges and costs then incurred, without
         further liability of either Party.

XXIII.   NOTICES

         Notices, requests or other communications (excluding invoices)
         hereunder must be in writing and sent by certified mail or overnight
         courier addressed as follows:

                  If to Sprint:

                                Sprint Communications Company L.P.
                                Attention: Vice President-Wholesale Services
                                12502 Sunrise Valley Drive
                                Reston, VA 20191-3438

                  With copy to:

                                Sprint Communications Company L.P.
                                Attn:  Law Dept.- Marketing & Sales (Business)
                                KSOPHT0101-Z2525
                                6391 Sprint Parkway
                                Overland Park, KS 66251-2525

                  If to Customer:

                                ______________________
                                ______________________
                                ______________________

XXIV.    MISCELLANEOUS

         A.       HEADINGS. The headings in this Agreement are for reference
         only and do not affect the meaning or interpretation of this
         Agreement's terms.

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         B.       CHOICE OF LAW. This Agreement and all claims relating to the
         relationship between the Parties, including all claims in tort,
         contract, at law or in equity will be governed by, enforced and
         interpreted under Kansas law without regard to the Kansas choice of law
         principles.

         C.       RULES OF CONSTRUCTION. No rule of construction requiring
         interpretation against the draftsman will apply in the interpretation
         of this Agreement.

         D.       MODIFICATION OF AGREEMENT. This Agreement may be modified only
         by written amendment signed by duly authorized representatives of both
         Parties.

         E.       WAIVER OF TERMS. If either Party fails to enforce any right or
         remedy available under this Agreement, that failure does not waive that
         right or remedy with respect to any other breach.

         F.       PARTIAL INVALIDITY. If a court or arbitrator finds any of this
         Agreement's provisions to be invalid, illegal, or unenforceable, the
         unaffected provisions of this Agreement will remain in effect. The
         Parties will negotiate a substitute for the invalid, illegal or
         unenforceable provision that is consistent with their original intent.

         G.       CUMULATIVE REMEDIES. Except as otherwise provided in this
         Agreement, the remedies in this Agreement are in addition to any other
         remedies available at law or in equity.

         H.       NO THIRD PARTY BENEFICIARIES. This Agreement's benefits do not
         extend to any third party unless expressly stated in the Agreement.

         I.       ENTIRE AGREEMENT. This Agreement, including Attachments and
         any referenced documents and instruments, is the entire understanding
         between the Parties relating to its subject matter and supersedes all
         prior or contemporaneous negotiations or agreements, whether oral or
         written, relating to the subject matter of this Agreement. Customer is
         not relying upon any representations or promises not stated in this
         Agreement.

         J.       EXPIRATION OF OFFER. Sprint may withdraw its offer to enter
         into this Agreement if the Agreement is not signed by both Parties
         within 45 days after the Proposal Date stated on Attachment A.

EXECUTED and made effective as provided in this Agreement.

VALOR TELECOMMUNICATIONS               SPRINT COMMUNICATIONS COMPANY L.P.
ENTERPRISES LLC

By:    /s/ Jack J. Mueller             By:    /s/ Art MacDowell
       ---------------------------            ------------------------------

Name:  Jack J.  Mueller                Name:  Art MacDowell
       ---------------------------            ------------------------------
       (Print or Type)                        (Print or Type)
Title: President & Chief Operating     Title: Vice President - Wholesale Sales
       Officer

Date:  2/5/03                          Date:  2/20/03

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       12

<PAGE>

                                 ATTACHMENT A TO
                            SPRINT WHOLESALE SERVICES
                         DATA AND PRIVATE LINE AGREEMENT

1.       TERM: 24 months

2.       MINIMUM MONTHLY COMMITMENT:

         Customer's Minimum Monthly Commitment for Private Line Services is:

<TABLE>
<CAPTION>
                                MINIMUM MONTHLY
MONTHS                        NET USAGE COMMITMENT
------                        --------------------
<S>                           <C>
 1-24                               $[*****]
</TABLE>

3.       SPECIAL ACCESS

         a.       Sprint will charge Customer a fixed Monthly Recurring Charge
         in the amount of $[*****] for each Sprint provided, Domestic Sprint
         Dedicated IP T-1 local access line (excluding ACF and COC charges)
         installed or in service on a 1-year term during the term at location
         830-257. Applicable ACF and COC and installation charges are listed in
         the Attachment Dedicated IP-2. This pricing cannot be combined with the
         access promotion included in the Attachment Dedicated IP-3 or any other
         promotional access pricing.

         b.       Sprint will charge Customer a fixed monthly recurring charge
         ("MRC") in the applicable amount from the table below (including ACF
         and COC charges) for each Sprint provided, Domestic Private Line DS3
         local access line installed or in service on a 2-year term during the
         Term. Local access lines mentioned in this Section are not entitled to
         any additional discounts.

              NPA-NXX          MRC

              972-373          $[*****]

              806-637          $[*****]

         c.       Sprint will charge Customer a fixed Monthly Recurring Charge
         in the applicable amount from the table below for each Sprint provided,
         Domestic Sprint Enhanced Frame Relay, Private Line, ATM or Dedicated IP
         local access line (including ACF and COC charges) installed on a 2-year
         term or in service on a 2-year term during the term. Applicable ACF and
         COC and installation charges are listed in the Attachments: FR-2,
         PL-2(a), PL-2(b), Dedicated IP-2, ATM - 2.

         This pricing cannot be combined with the access promotion included in
         the Attachments: FR-3, Dedicated IP-3, ATM-3 or any other promotional
         access pricing.

                  2-YEAR TERM

<TABLE>
<CAPTION>
NPA/NXX     DDS56 MRC           T-1 MRC
-------     ---------         -----------
<S>         <C>               <C>
254259      $[*****]          $[*****]
</TABLE>

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                                       13

<PAGE>

<TABLE>
<CAPTION>
NPA/NXX     DDS56 MRC           T-1 MRC
-------     ---------         -----------
<S>         <C>               <C>
254486      $ [*****]          $ [*****]
254533      $ [*****]          $ [*****]
254546      $ [*****]          $ [*****]
254576      $ [*****]          $ [*****]
254578      $ [*****]          $ [*****]
254583      $ [*****]          $ [*****]
254584      $ [*****]          $ [*****]
254623      $ [*****]          $ [*****]
254635      $ [*****]          $ [*****]
254642      $ [*****]          $ [*****]
254643      $ [*****]          $ [*****]
254675      $ [*****]          $ [*****]
254678      $ [*****]          $ [*****]
254694      $ [*****]          $ [*****]
254725      $ [*****]          $ [*****]
254797      $ [*****]          $ [*****]
254869      $ [*****]          $ [*****]
254896      $ [*****]          $ [*****]
254897      $ [*****]          $ [*****]
254898      $ [*****]          $ [*****]
254993      $ [*****]          $ [*****]
330963      $ [*****]          $ [*****]
402548      $ [*****]          $ [*****]
405279      $ [*****]          $ [*****]
405288      $ [*****]          $ [*****]
405289      $ [*****]          $ [*****]
405449      $ [*****]          $ [*****]
405527      $ [*****]          $ [*****]
405567      $ [*****]          $ [*****]
405598      $ [*****]          $ [*****]
405756      $ [*****]          $ [*****]
405784      $ [*****]          $ [*****]
405867      $ [*****]          $ [*****]
405932      $ [*****]          $ [*****]
409379      $ [*****]          $ [*****]
409397      $ [*****]          $ [*****]
409565      $ [*****]          $ [*****]
409579      $ [*****]          $ [*****]
409584      $ [*****]          $ [*****]
409586      $ [*****]          $ [*****]
409625      $ [*****]          $ [*****]
409787      $ [*****]          $ [*****]
409837      $ [*****]          $ [*****]
505234      $ [*****]          $ [*****]
505236      $ [*****]          $ [*****]
505257      $ [*****]          $ [*****]
505258      $ [*****]          $ [*****]
505289      $ [*****]          $ [*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       14

<PAGE>

<TABLE>
<CAPTION>
NPA/NXX     DDS56 MRC           T-1 MRC
-------     ---------         -----------
<S>         <C>               <C>
505336      $ [*****]        $ [*****]
505337      $ [*****]        $ [*****]
505351      $ [*****]        $ [*****]
505354      $ [*****]        $ [*****]
505367      $ [*****]        $ [*****]
505378      $ [*****]        $ [*****]
505391      $ [*****]        $ [*****]
505392      $ [*****]        $ [*****]
505393      $ [*****]        $ [*****]
505394      $ [*****]        $ [*****]
505395      $ [*****]        $ [*****]
505396      $ [*****]        $ [*****]
505397      $ [*****]        $ [*****]
505492      $ [*****]        $ [*****]
505568      $ [*****]        $ [*****]
505579      $ [*****]        $ [*****]
505581      $ [*****]        $ [*****]
505582      $ [*****]        $ [*****]
505583      $ [*****]        $ [*****]
505588      $ [*****]        $ [*****]
505628      $ [*****]        $ [*****]
505630      $ [*****]        $ [*****]
505638      $ [*****]        $ [*****]
505671      $ [*****]        $ [*****]
505684      $ [*****]        $ [*****]
505685      $ [*****]        $ [*****]
505689      $ [*****]        $ [*****]
505738      $ [*****]        $ [*****]
505743      $ [*****]        $ [*****]
505744      $ [*****]        $ [*****]
505745      $ [*****]        $ [*****]
505747      $ [*****]        $ [*****]
505753      $ [*****]        $ [*****]
505756      $ [*****]        $ [*****]
505759      $ [*****]        $ [*****]
505774      $ [*****]        $ [*****]
505785      $ [*****]        $ [*****]
505829      $ [*****]        $ [*****]
505834      $ [*****]        $ [*****]
505852      $ [*****]        $ [*****]
505885      $ [*****]        $ [*****]
505887      $ [*****]        $ [*****]
505894      $ [*****]        $ [*****]
505895      $ [*****]        $ [*****]
580269      $ [*****]        $ [*****]
580768      $ [*****]        $ [*****]
806226      $ [*****]        $ [*****]
806229      $ [*****]        $ [*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       15

<PAGE>

<TABLE>
<CAPTION>
NPA/NXX     DDS56 MRC           T-1 MRC
-------     ---------         -----------
<S>         <C>               <C>
806233      $ [*****]        $ [*****]
806234      $ [*****]        $ [*****]
806235      $ [*****]        $ [*****]
806238      $ [*****]        $ [*****]
806246      $ [*****]        $ [*****]
806247      $ [*****]        $ [*****]
806248      $ [*****]        $ [*****]
806249      $ [*****]        $ [*****]
806253      $ [*****]        $ [*****]
806259      $ [*****]        $ [*****]
806266      $ [*****]        $ [*****]
806267      $ [*****]        $ [*****]
806287      $ [*****]        $ [*****]
806298      $ [*****]        $ [*****]
806299      $ [*****]        $ [*****]
806365      $ [*****]        $ [*****]
806385      $ [*****]        $ [*****]
806396      $ [*****]        $ [*****]
806426      $ [*****]        $ [*****]
806434      $ [*****]        $ [*****]
806435      $ [*****]        $ [*****]
806447      $ [*****]        $ [*****]
806456      $ [*****]        $ [*****]
806493      $ [*****]        $ [*****]
806495      $ [*****]        $ [*****]
806534      $ [*****]        $ [*****]
806537      $ [*****]        $ [*****]
806538      $ [*****]        $ [*****]
806539      $ [*****]        $ [*****]
806546      $ [*****]        $ [*****]
806558      $ [*****]        $ [*****]
806562      $ [*****]        $ [*****]
806592      $ [*****]        $ [*****]
806624      $ [*****]        $ [*****]
806628      $ [*****]        $ [*****]
806634      $ [*****]        $ [*****]
806637      $ [*****]        $ [*****]
806647      $ [*****]        $ [*****]
806653      $ [*****]        $ [*****]
806658      $ [*****]        $ [*****]
806659      $ [*****]        $ [*****]
806667      $ [*****]        $ [*****]
806675      $ [*****]        $ [*****]
806732      $ [*****]        $ [*****]
806826      $ [*****]        $ [*****]
806832      $ [*****]        $ [*****]
806845      $ [*****]        $ [*****]
806852      $ [*****]        $ [*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       16

<PAGE>

<TABLE>
<CAPTION>
NPA/NXX     DDS56 MRC           T-1 MRC
-------     ---------         -----------
<S>         <C>               <C>
806856      $ [*****]         $ [*****]
806857      $ [*****]         $ [*****]
806862      $ [*****]         $ [*****]
806865      $ [*****]         $ [*****]
806866      $ [*****]         $ [*****]
806867      $ [*****]         $ [*****]
806868      $ [*****]         $ [*****]
806872      $ [*****]         $ [*****]
806874      $ [*****]         $ [*****]
806883      $ [*****]         $ [*****]
806885      $ [*****]         $ [*****]
806888      $ [*****]         $ [*****]
806892      $ [*****]         $ [*****]
806894      $ [*****]         $ [*****]
806897      $ [*****]         $ [*****]
806934      $ [*****]         $ [*****]
806935      $ [*****]         $ [*****]
806938      $ [*****]         $ [*****]
806945      $ [*****]         $ [*****]
806948      $ [*****]         $ [*****]
806966      $ [*****]         $ [*****]
806995      $ [*****]         $ [*****]
806997      $ [*****]         $ [*****]
806998      $ [*****]         $ [*****]
817383      $ [*****]         $ [*****]
870216      $ [*****]         $ [*****]
870772      $ [*****]         $ [*****]
870773      $ [*****]         $ [*****]
670774      $ [*****]         $ [*****]
870775      $ [*****]         $ [*****]
870779      $ [*****]         $ [*****]
903223      $ [*****]         $ [*****]
903255      $ [*****]         $ [*****]
903277      $ [*****]         $ [*****]
903322      $ [*****]         $ [*****]
903334      $ [*****]         $ [*****]
903344      $ [*****]         $ [*****]
903351      $ [*****]         $ [*****]
903362      $ [*****]         $ [*****]
903389      $ [*****]         $ [*****]
903427      $ [*****]         $ [*****]
903428      $ [*****]         $ [*****]
903478      $ [*****]         $ [*****]
903529      $ [*****]         $ [*****]
903536      $ [*****]         $ [*****]
903543      $ [*****]         $ [*****]
903545      $ [*****]         $ [*****]
903547      $ [*****]         $ [*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       17

<PAGE>

<TABLE>
<CAPTION>
NPA/NXX     DDS56 MRC           T-1 MRC
-------     ---------         -----------
<S>         <C>               <C>
903562      $ [*****]          $ [*****]
903585      $ [*****]          $ [*****]
903599      $ [*****]          $ [*****]
903614      $ [*****]          $ [*****]
903628      $ [*****]          $ [*****]
903632      $ [*****]          $ [*****]
903639      $ [*****]          $ [*****]
903645      $ [*****]          $ [*****]
903652      $ [*****]          $ [*****]
903656      $ [*****]          $ [*****]
903667      $ [*****]          $ [*****]
903671      $ [*****]          $ [*****]
903673      $ [*****]          $ [*****]
903674      $ [*****]          $ [*****]
903678      $ [*****]          $ [*****]
903679      $ [*****]          $ [*****]
903682      $ [*****]          $ [*****]
903684      $ [*****]          $ [*****]
903685      $ [*****]          $ [*****]
903695      $ [*****]          $ [*****]
903697      $ [*****]          $ [*****]
903735      $ [*****]          $ [*****]
903756      $ [*****]          $ [*****]
903764      $ [*****]          $ [*****]
903789      $ [*****]          $ [*****]
903791      $ [*****]          $ [*****]
903792      $ [*****]          $ [*****]
903793      $ [*****]          $ [*****]
903794      $ [*****]          $ [*****]
903798      $ [*****]          $ [*****]
903823      $ [*****]          $ [*****]
903826      $ [*****]          $ [*****]
903831      $ [*****]          $ [*****]
903832      $ [*****]          $ [*****]
903835      $ [*****]          $ [*****]
903838      $ [*****]          $ [*****]
903846      $ [*****]          $ [*****]
903897      $ [*****]          $ [*****]
903925      $ [*****]          $ [*****]
903966      $ [*****]          $ [*****]
903984      $ [*****]          $ [*****]
915259      $ [*****]          $ [*****]
915273      $ [*****]          $ [*****]
915282      $ [*****]          $ [*****]
915283      $ [*****]          $ [*****]
915297      $ [*****]          $ [*****]
915343      $ [*****]          $ [*****]
915369      $ [*****]          $ [*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       18

<PAGE>

<TABLE>
<CAPTION>
NPA/NXX     DDS56 MRC           T-1 MRC
-------     ---------         -----------
<S>         <C>               <C>
915375      $ [*****]         $ [*****]
915377      $ [*****]         $ [*****]
915445      $ [*****]         $ [*****]
915447      $ [*****]         $ [*****]
915457      $ [*****]         $ [*****]
915467      $ [*****]         $ [*****]
915523      $ [*****]         $ [*****]
915524      $ [*****]         $ [*****]
915536      $ [*****]         $ [*****]
915596      $ [*****]         $ [*****]
915653      $ [*****]         $ [*****]
915655      $ [*****]         $ [*****]
915658      $ [*****]         $ [*****]
915659      $ [*****]         $ [*****]
936544      $ [*****]         $ [*****]
936545      $ [*****]         $ [*****]
936546      $ [*****]         $ [*****]
936594      $ [*****]         $ [*****]
936624      $ [*****]         $ [*****]
936636      $ [*****]         $ [*****]
936638      $ [*****]         $ [*****]
936642      $ [*****]         $ [*****]
936655      $ [*****]         $ [*****]
936687      $ [*****]         $ [*****]
936855      $ [*****]         $ [*****]
936872      $ [*****]         $ [*****]
936876      $ [*****]         $ [*****]
936897      $ [*****]         $ [*****]
940381      $ [*****]         $ [*****]
940422      $ [*****]         $ [*****]
940438      $ [*****]         $ [*****]
940454      $ [*****]         $ [*****]
940563      $ [*****]         $ [*****]
940586      $ [*****]         $ [*****]
940658      $ [*****]         $ [*****]
940673      $ [*****]         $ [*****]
940743      $ [*****]         $ [*****]
940849      $ [*****]         $ [*****]
940864      $ [*****]         $ [*****]
940888      $ [*****]         $ [*****]
940989      $ [*****]         $ [*****]
940997      $ [*****]         $ [*****]
972373      $ [*****]         $ [*****]
972462      $ [*****]         $ [*****]
972471      $ [*****]         $ [*****]
972487      $ [*****]         $ [*****]
972493      $ [*****]         $ [*****]
972627      $ [*****]         $ [*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       19

<PAGE>

<TABLE>
<CAPTION>
NPA/NXX     DDS56 MRC           T-1 MRC
-------     ---------         -----------
<S>         <C>               <C>
979693      $ [*****]          $ [*****]
979821      $ [*****]          $ [*****]
979828      $ [*****]          $ [*****]
979846      $ [*****]          $ [*****]
501230      $ [*****]          $ [*****]
830257      $ [*****]          $ [*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       20

<PAGE>

4. PROPOSAL DATE: February 14, 2003

<TABLE>
<S>         <C>               <C>
915662      $ [*****]          $ [*****]
915737      $ [*****]          $ [*****]
915764      $ [*****]          $ [*****]
915765      $ [*****]          $ [*****]
915769      $ [*****]          $ [*****]
915854      $ [*****]          $ [*****]
915862      $ [*****]          $ [*****]
915893      $ [*****]          $ [*****]
915928      $ [*****]          $ [*****]
915945      $ [*****]          $ [*****]
918249      $ [*****]          $ [*****]
918250      $ [*****]          $ [*****]
918251      $ [*****]          $ [*****]
918252      $ [*****]          $ [*****]
918254      $ [*****]          $ [*****]
918258      $ [*****]          $ [*****]
918259      $ [*****]          $ [*****]
918263      $ [*****]          $ [*****]
918279      $ [*****]          $ [*****]
918294      $ [*****]          $ [*****]
918307      $ [*****]          $ [*****]
918355      $ [*****]          $ [*****]
918357      $ [*****]          $ [*****]
918449      $ [*****]          $ [*****]
918451      $ [*****]          $ [*****]
918455      $ [*****]          $ [*****]
918459      $ [*****]          $ [*****]
918461      $ [*****]          $ [*****]
918462      $ [*****]          $ [*****]
918472      $ [*****]          $ [*****]
918473      $ [*****]          $ [*****]
918482      $ [*****]          $ [*****]
918483      $ [*****]          $ [*****]
918485      $ [*****]          $ [*****]
918486      $ [*****]          $ [*****]
918536      $ [*****]          $ [*****]
918642      $ [*****]          $ [*****]
918733      $ [*****]          $ [*****]
918847      $ [*****]          $ [*****]
918885      $ [*****]          $ [*****]
918968      $ [*****]          $ [*****]
936248      $ [*****]          $ [*****]
936269      $ [*****]          $ [*****]
936326      $ [*****]          $ [*****]
936369      $ [*****]          $ [*****]
936394      $ [*****]          $ [*****]
936395      $ [*****]          $ [*****]
936396      $ [*****]          $ [*****]
936399      $ [*****]          $ [*****]
936422      $ [*****]          $ [*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       21

<PAGE>


                                  ATTACHMENT PL

                            TERMS AND CONDITIONS FOR
                   SPRINT WHOLESALE PRIVATE LINE SERVICE(SM)

The following additional terms and conditions apply to Sprint Wholesale Private
Line Service(sm) (also known as Sprint Clearline Private Line Service(sm)
("Private Line Services"). Digital Private Line Services (DS-0 through DS-3) are
also provided pursuant to Sprint Tariff FCC #7 (or successor tariff).

1.       PROVISION OF SERVICES/PRICING TERMS AND CONDITIONS.

         a.       The price of Private Line Service is stated on Attachments
         PL-1 and PL-2.

         b.       Prices in Attachments PL-1 and PL-2 do not apply when Customer
         orders detailed physical routing paths or inherently physically diverse
         routing or where Sprint has leased facilities. Any such orders will be
         separately priced and subject to availability.

         c.       The pricing in Attachments PL-1 and PL-2 is only for
         interstate circuits and intrastate circuits certified as interstate
         circuits under applicable regulations. If Customer fails to certify
         that a circuit carries interstate traffic under applicable regulation,
         Sprint will rate the circuit as intrastate and price the circuit
         according to applicable tariffs until Customer provides certification.

         d.       The special pricing in Attachments PL-1 and PL-2 does not
         apply if Customer fails to comply with the terms and conditions of this
         Agreement.

         e.       If the pricing in Attachments PL-1 and PL-2 is based on
         Customer's Monthly Volume of Private Line Services, such Volume will be
         calculated each month according to the Monthly Volume of Private Line
         Services price per voice grade V and H mile per month (cents per mile
         times the V and H Coordinate Miles). The monthly price per circuit will
         be determined by the Term of the circuit (one, two or three years) and
         a "Minimum Charge per Circuit" designated. Monthly Volume of Private
         Line Services consists of (1) DS1 Clearline revenues (IXC, POP-to-POP
         charges); (2) DS-0 Clearline revenues (IXC, POP-to-POP charges); (3)
         DS-3 revenues (IXC, POP-to-POP charges); (4) OC-3 revenues (IXC,
         POP-to-POP charges); and (5) OC-12 revenues (IXC, POP-to-POP charges).
         Monthly Volume excludes such charges as access, COC, other recurring
         and non-recurring charges, and taxes. For purposes of calculating the
         Monthly Volume of Private Line Services (the installed base of
         Customer's Circuits under this Agreement), the "Base Rate" is the price
         per voice grade mile for the first year, lowest Monthly Volume Level on
         the Schedule, or the applicable Minimum Charge for any individual
         circuits. For Customer's installed base under other Sprint Private Line
         Agreement(s), the Monthly Volume calculation is the billed amount. For
         purposes of calculating the Monthly Volume, the DS-0 Monthly Revenues
         are the applicable Tariff Rate prior to discounts for the DS-0
         circuits.

         f.       Sprint may charge Customer an expedite charge if Customer
         requests that Private Line Service be turned up in 30 days or less from
         the time it is ordered. Customer will also pay any additional charges
         or fees imposed on Sprint by the LEC for provisioning access on an
         expedited basis.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       22

<PAGE>

2.       PROVISION OF SERVICE.

         a.       Sprint may limit or interrupt Private Line Services when
         necessary because of conditions beyond its reasonable control and may
         do so without notice if Sprint deems that such action is necessary to
         protect the public or Sprint personnel, agents, suppliers, facilities,
         or services from damages or injury of any kind.

         b.       Customer must complete Service Order forms ("Orders") to
         request Private Line Service. Each Order will specify the number and
         capacity of private line circuits that Customer is ordering. Orders
         must be signed by Customer and submitted to Sprint. Orders are subject
         to reasonable acceptance by Sprint within 5 business days of submission
         of a complete and accurate Order. Acceptance of Orders for DS-3 or
         higher capacity circuits is in Sprint's sole discretion and subject to
         availability of facilities.

         c.       Customer's Order must specify the type of access ordered with
         the Private Line Service being installed or renewed. If Sprint acts as
         Customer's agent and orders access facilities connecting Customer's
         facilities to Sprint Points of Presence (POPs) Customer must execute
         the appropriate Service Orders and a Letter of Agency. Customer is
         responsible for all usage charges, monthly charges, installation
         charges, non-recurring charges, termination and cancellation charges of
         the access provider. Customer must comply with all terms, procedures,
         and charges for interfacing with Sprint's network.

3.       MMC CONTRIBUTORY SERVICE. Only the IXC, POP-to-POP charges for Private
         Line Service purchased under this Agreement contribute to meeting
         Customer's MMC. MMC Contributory Service Usage Charges are calculated
         after all available discounts and credits have been applied.

4.       EARLY SERVICE TERMINATION CHARGES. If Customer terminates any Private
         Line Service before the expiration of the term for that Service,
         Customer must pay a lump sum early service termination charge as
         follows:

         a.       100% of the monthly recurring IXC, POP-to-POP charges for each
         month remaining in the first year of the Term for the terminated
         Service, plus

         b.       50% of the monthly recurring IXC, POP-to-POP charges for each
         month remaining in the second and subsequent years of the Term for the
         terminated Service; plus

         c.       100% of remaining monthly recurring access line charges for
         bandwidth of T-3 or greater as outlined in Section VII.A. of the
         Agreement, plus

         d.       a pro-rata amount of any waived installation charges based on
         the number of months remaining in the Term of the terminated Service.

         The amounts in subsections (c) and (d) are due regardless of whether
         Customer orders a replacement Private Line Service, except that they
         will be waived if Customer orders a replacement Service at the same
         Service location which uses the same access line as the terminated
         Service, and the Order for the replacement Service complies with
         Section VII.(B) of the Agreement.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       23

<PAGE>

                               ATTACHMENT PL-2 (a)
                               DS0 ACCESS CHARGES

The following matrix illustrates the charges connected with four access choices
associated with private line point-to-point services under this Agreement

The formula for end-to-end pricing a circuit is: (Access end 1 + IXE POP to POP
charges + Access end 2).

As the formula implies, it is possible to have different access choices on each
end of a point-to-point circuit.

<TABLE>
<CAPTION>
             Monthly Recurring Charges                            Non-Recurring Charges
--------------------------------------------------    ----------------------------------------------
Access     COC        ACF            EFC      L.L.    Maintenance    Conversion   Install    Charges
------    ------     ------          ---      ---     -----------    ----------   ------------------
<S>      <C>        <C>              <C>      <C>     <C>            <C>          <C>       <C>
SPA      $[*****]   $[*****]         N/A      ICB     $[*****]       $[*****]      COC      $[*****]
                                                                                   ACF      $[*****]
                                                                                   L.L.        ICB
----------------------------------------------------------------------------------------------------
SCVBA    $[*****]   $[*****]         N/A      ICB     $[*****]       $[*****]      COC      $[*****]
                                                                                   ACF      $[*****]
                                                                                   EFC         N/A
                                                                                   L.L.        ICB
</TABLE>

If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       24

<PAGE>

                               ATTACHMENT PL-2 (b)
                               DS1 ACCESS CHARGES

The following matrix illustrates the charges connected with four access choices
associated with private line point-to-point services under this Agreement.

The formula for end-to-end pricing a circuit is: (Access end 1 + IXE POP to POP
charges + Access end 2).

As the formula implies, it is possible to have different access choices on each
end of a point-to-point circuit.

<TABLE>
<CAPTION>
                Monthly Recurring Charges                                    Non-Recurring Charges
---------------------------------------------------------      -----------------------------------------------
Access         COC         ACF          EFC          L.L.      Maintenance    Conversion      Install Charges
------       ------      ------        -----         ----      -----------    ----------    ------------------
<S>          <C>         <C>          <C>            <C>       <C>            <C>           <C>       <C>
SPA          $[*****]    $[*****]     $[*****]       ICB         $[*****]        $[*****]     COC     $[*****]
                                                                                              ACF     $[*****]
                                                                                              L.L.    $[*****]
--------------------------------------------------------------------------------------------------------------
SCVBA        $[*****]    $[*****]        ICB         ICB         $[*****]        $[*****]     COC     $[*****]
                                                                                              ACF     $[*****]
                                                                                              EFC      [*****]
                                                                                              L.L.    $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-SWC      $[*****]    $[*****]        ICB         N/A            N/A          $[*****]             $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-POP      $[*****]    $[*****]     $[*****]       N/A            N/A          $[*****]             $[*****]
--------------------------------------------------------------------------------------------------------------
</TABLE>

If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.). When Sprint
provides the access, it is responsible for all line maintenance, including the
local loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.

CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.

CPA - POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access.
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       25

<PAGE>

                               ATTACHMENT PL-2 (c)
                               DS3 ACCESS CHARGES

The following matrix illustrates the charges connected with four access choices
associated with private line point-to-point services under this Agreement.

The formula for end-to-end pricing a circuit is: (Access end 1 + IXE POP to POP
charges + Access end 2).

As the formula implies, it is possible to have different access choices on each
end of a point-to-point circuit.

<TABLE>
<CAPTION>
               Monthly Recurring Charges                                         Non-Recurring Charges
---------------------------------------------------------       ------------------------------------------------
Access        COC         ACF           EFC          L.L.       Maintenance      Conversion     Install Charges
------        ---        ----           ---          ----       -----------      ----------    -----------------
<S>         <C>         <C>           <C>            <C>        <C>              <C>           <C>      <C>
SPA         $[*****]    $[*****]      $[*****]       ICB          $[*****]        $[*****]        COC   $[*****]
                                                                                                  ACF   $[*****]
                                                                                                  L.L.       ICB
----------------------------------------------------------------------------------------------------------------
SCVBA       $[*****]    $[*****]         ICB         ICB          $[*****]        $[*****]        COC   $[*****]
                                                                                                  ACF   $[*****]
                                                                                                  EFC        ICB
                                                                                                  L.L.       ICB
----------------------------------------------------------------------------------------------------------------
CPA-SWC     $[*****]    $[*****]         ICB         N/A             N/A          $[*****]              $[*****]
----------------------------------------------------------------------------------------------------------------
CPA-POP     $[*****]    $[*****]         N/A         N/A             N/A          $[*****]              $[*****]
----------------------------------------------------------------------------------------------------------------
</TABLE>

If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.

CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.

CPA - POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       26

<PAGE>

                               ATTACHMENT PL-1 (a)
                                   DS0 PRICING

VOLUME BASED PLAN

<TABLE>
<CAPTION>
      1 Year Circuit Term                           2 Year Circuit Term
--------------------------------              -------------------------------
Per DS0 Mile               Fixed              Per DS0 Mile              Fixed
------------               -----              ------------              -----
<S>                        <C>                <C>                       <C>
 $[*****]                   $[*****]          $[*****]                  $[*****]
</TABLE>

ACF and COC access and installation charges are listed on Attachment PL-2 (a).

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       27

<PAGE>

                               ATTACHMENT PL-1 (b)
                                   DS1 PRICING

MILEAGE BASED PLAN

<TABLE>
<CAPTION>
Circuit Length            1 Year Circuit Term                   2 Year Circuit Term
  V&H Miles        Per DS0 Mile            Minimum     Per DS0 Mile              Minimum
--------------     -------------------------------     ---------------------------------
<S>                <C>                     <C>         <C>                       <C>
   0-499           $[*****]                $[*****]       $[*****]               $[*****]
     500+          $[*****]                   N/A         $[*****]                  N/A
</TABLE>

ACF and COC access and installation charges are listed on Attachment PL-2 (b).

ACF and COC installation charges on Attachment PL-2 will be waived for two (2)
year and greater term circuits.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       28

<PAGE>

                               ATTACHMENT PL-1 (c)
                                   DS3 PRICING

MILEAGE BASED PLAN

<TABLE>
<CAPTION>
Circuit Length                  1 Year Circuit Term                          2 Year Circuit Term
   V&H Miles             Per DS0 Mile            Minimum            Per DS0 Mile              Minimum
--------------           ------------            -------            ------------              -------
<S>                      <C>                     <C>                <C>                       <C>
     0-499                 $[*****]              $[*****]              $[*****]               $[*****]
      500+                 $[*****]                 N/A                $[*****]                  N/A
</TABLE>

ACF and COC access and installation charges are listed on Attachment PL-2 (c).

ACF and COC installation charges on Attachment PL-2 will be waived for two (2)
year and greater

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       29

<PAGE>

                                 ATTACHMENT ATM

                            TERMS AND CONDITIONS FOR
                        SPRINT WHOLESALE ATM SERVICE(SM)

Pricing Components for Domestic Sprint ATM Services

Domestic Sprint ATM Services are a high bandwidth fast packet switching
technology based on fixed length cells of 53 bytes. The following are the
primary pricing components of the standard Domestic Sprint ATM Services
offerings.

1.       LOCAL ACCESS FACILITIES. Local access facilities means the physical
         telco or leased line connecting customer's premise to the Sprint ATM
         network. Local access facilities compatible with Sprint ATM Service
         include T1, T3, and OC3c. Either Sprint or Customer may provide the
         local access facilities. Charges for Sprint-provided local access
         facilities include local access line charges, Access Coordination Fees
         ("ACF") , and Central Office Connection ("COC") fees. Charges for
         customer-provided local access facilities include COC fees and Entrance
         Facility Charges ("EFC"). Sprint will charge Customer a non-recurring
         charge and a monthly recurring charge.

2.       PORT. Port means the physical entrance to the Sprint ATM network.
         Sprint will charge Customer a one-time installation charge and a fixed
         monthly recurring charge for each ATM port. Sprint ATM Service port
         bandwidths include Sprint DS1, NxDS1, DS3, and OC3.

3.       PERMANENT VIRTUAL CIRCUIT ("PVC"). PVC means the pre-established
         logical connection between two ATM ports for information transfer.
         Sprint ATM PVCs carry traffic in one direction. The PVC service
         categories are:

         a. Constant Bit Rate ("CBR") PVCs are for steady traffic that is
         sensitive to delay variation. For each CBR PVC, Customer will select
         the PVC's Peak Cell Rate ("PCR") to define the maximum rate at which
         user traffic will be allowed to traverse the Sprint ATM network.

         b. Variable Bit Rate, Non-Real Time ("VBR-nrt") PVCs are for "bursty"
         data traffic that is insensitive to small delay variation. For each
         VBR-nrt PVC, customer will select the PVC's PCR to define the maximum
         rate at which user traffic will be allowed to traverse the Sprint ATM
         network, and the PVC's Sustainable Cell Rate ("SCR"). SCR means the
         average rate of an end-to-end connection measured over a defined
         interval.

         c. Unspecified Bit Rate ("UBR") PVCs are for data traffic that is not
         sensitive to delay variation. For UBR PVCs, a specific PCR and SCR are
         not assigned and cells may be transmitted up to the port bandwidth
         (less ATM overhead) if it is available. UBR PVCs are subject to
         availability.

         PCR and SCR, where applicable, are available in increments of 64 Kbps
         and 1 Mbps. Customer may order multiple one-way PVCs per port, each
         with a different PCR and SCR, subject to the port's allowable
         bandwidth. The total PCRs associated with VBR-nrt PVCs will not exceed
         500% of the Sprint ATM port bandwidth, and the total SCRs associated
         with VBR-nrt PVCs will not exceed 200% of the Sprint ATM port
         bandwidth. For all PVC service categories, Sprint will charge customer
         a one time PVC establishment charge per PVC and PVC monthly recurring
         charges. Monthly recurring PVC charges include either Usage Charges
         based on the delivered traffic per month or fixed monthly recurring
         charges based on the PVC's PCR or SCR and service category.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       30

<PAGE>

4.       SWITCHED VIRTUAL CIRCUIT ("SVC"). Sprint offers UBR SVC service. For
         SVCs, Sprint charges a usage charge per SVC based on the delivered
         traffic per megacell per month. With SVC service, the calling party is
         charged for the SVC usage originating from both the calling party and
         the called party. There is not a non-recurring establishment charge for
         SVCs.

5.       GATEWAY AND SERVICE INTERWORKING CHARGES

         a. Domestic Sprint ATM to Domestic Sprint Frame Relay Service
         Interworking. Domestic Sprint ATM to Domestic Sprint Frame Relay
         Service Interworking allows a customer's Domestic Sprint ATM Service to
         communicate with its Domestic Sprint Frame Relay Service. Domestic
         Sprint ATM to Domestic Sprint Frame Relay Service Interworking PVCs
         carry traffic in both directions. Sprint will charge Customer a
         one-time and a monthly recurring charge, based on the PVC's Peak Cell
         Rate ("PCR"). Additional charges apply for the Domestic Sprint Frame
         Relay to Domestic Sprint ATM Service Interworking PVCs.

         b. Domestic Sprint ATM to Internet Gateway Service. Domestic Sprint ATM
         to Internet Gateway Service provides Domestic Sprint ATM customers with
         access to the Internet without investing in additional equipment or
         technology. Customer may have at most one Gateway PVC. Internet Service
         Providers ("ISPs") may not purchase Gateway services. Sprint will
         charge Customer a one-time and a monthly recurring charge for the
         Gateway service.

6.       CUSTOMER PREMISE EQUIPMENT ("CPE"). Certain CPE may be used with Sprint
         ATM Services. Customer may purchase (at a one-time price) or rent (at a
         monthly recurring rental charge) CPE from Sprint with a Sprint CPE
         Order form. Sprint must certify Customer-provided CPE.

7.       USAGE CHARGES. Usage Charges are the variable recurring charges for use
         of Sprint's interexchange communications network, determined by
         Customer's amount of telecommunications services used. Unless expressly
         stated in this Agreement, Usage Charges do not include taxes, interest,
         surcharges, access line charges, access facilities charges, other
         charges associated with access, fixed recurring charges, feature
         charges, operator services charges, directory assistance charges,
         installation charges, account charges, set up fees, report charges, and
         other non-recurring charges.

8.       MMC CONTRIBUTORY SERVICE. Only the monthly recurring port and PVC
         charges for ATM Service purchased under this Agreement contribute to
         meeting Customer's MMC. MMC Contributory Service Usage Charges are
         calculated after all available discounts and credits have been applied.

9.       EARLY SERVICE TERMINATION CHARGES. If Customer terminates any ATM
         Service before the expiration of the term for that Service, Customer
         must pay a lump sum early service termination charge as follows:

         a. 100% of the monthly recurring port charges for each month remaining
         in the first year of the Term for the terminated Service, plus

         b. 50% of the monthly recurring port charges for each month remaining
         in the second and subsequent years of the Term for the terminated
         Service; plus

         c. 100% of remaining monthly recurring access line charges for
         bandwidth of T-3 or greater as outlined in Section VII.A. of the
         Agreement, plus

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       31

<PAGE>

         d. a pro-rata amount of any waived access installation charges based on
         the number of months remaining in the Term of the terminated Service.

         The amounts in subsections (c) and (d) are due regardless of whether
         Customer orders a replacement ATM Service, except that they will be
         waived if Customer orders a replacement Service at the same Service
         location which uses the same access line as the terminated Service, and
         the Order for the replacement Service complies with Section VII.(B) of
         the Agreement.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       32

<PAGE>

                                ATTACHMENT ATM-1
                                   ATM CHARGES

ATM PORT PRICING

<TABLE>
<CAPTION>
                    Monthly Recurring       Monthly Recurring
Port Speed        Charges - 1 year term   Charges - 2 year term    Non-recurring charges
----------        ---------------------   ---------------------    ---------------------
<S>               <C>                     <C>                      <C>
    DS1                  $[*****]                 $[*****]                $[*****]
   2xDS1                 $[*****]                 $[*****]                $[*****]
   3xDS1                 $[*****]                 $[*****]                $[*****]
   4xDS1                 $[*****]                 $[*****]                $[*****]
   5xDS1                 $[*****]                 $[*****]                $[*****]
   6xDS1                 $[*****]                 $[*****]                $[*****]
   7xDS1                 $[*****]                 $[*****]                $[*****]
   8xDS1                 $[*****]                 $[*****]                $[*****]
    DS3                  $[*****]                 $[*****]                $[*****]
</TABLE>

ATM Services require a minimum order term of 1 year.

Orders for DS3 and OC3 circuits may require a Special Customer Arrangement.

ATM PVC PRICING (FLAT RATE)

<TABLE>
<CAPTION>
                            Per 64 Kbps SCR              Per 1 Mbps SCR
Service Category         (Less than 3 Mbps PVC)       (At least 3 Mbps PVC)
---------------          ---------------------        ---------------------
<S>                      <C>                          <C>
CBR                         $[*****] per 64 Kbps        $[*****] per 1 Mbps
VBR-nrt                     $[*****] per 64 Kbps        $[*****] per l Mbps
</TABLE>

For PVCs with PCR less than 3 Mbps, Sprint will charge Customer in 64 Kbps
increments.

For PVCs with PCR greater than or equal to 3 Mbps, Sprint will charge Customer
in 1 Mbps increments.

<TABLE>
<CAPTION>
Sprint Port Bandwidth              Per UBR PVC
---------------------              -----------
<S>                                <C>
DS1                                   $[*****]
2xDS1                                 $[*****]
3xDS1                                 $[*****]
4xDS1                                 $[*****]
5xDS1                                 $[*****]
6xDS1                                 $[*****]
7xDS1                                 $[*****]
8xDS1                                 $[*****]
DS3                                   $[*****]
</TABLE>

Pricing is based on the lower of the originating or terminating port bandwidth
for each one-way ATM UBR PVC.

Sprint will charge Customer a $[*****] fixed PVC establishment charge
(non-recurring) for each one-way domestic ATM PVC installed during the term.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       33

<PAGE>

                                ATTACHMENT ATM-1
                                   ATM CHARGES

Installation Promotion

Non-recurring port charges listed above for 1 year service terms will be
[*****]. Non-recurring port charges listed above for [*****] year service terms
will [*****].

If Customer terminates a Service prior to the expiration of the Term for that
Service, Customer will pay Sprint [*****]. This amount is due regardless of
whether Customer orders a replacement Service.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       34

<PAGE>

                                ATTACHMENT ATM-2
                                   ATM CHARGES

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access. For dedicated access services other than
T-1, the tariff charges apply.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
         Monthly Recurring Charges                             Non-Recurring Charges
-------------------------------------------      --------------------------------------------------
Access        COC     ACF      EFC     L.L.      Maintenance     Conversion       Install Charges
------      ------   ------   -----    ----      -----------     ----------    --------------------
<S>         <C>      <C>      <C>      <C>       <C>             <C>           <C>        <C>
SPA         $[*****] $[*****] $[*****] ICB          $[*****]        $[*****]     COC      $[*****]
                                                                                 ACF      $[*****]
                                                                                 L.L.     $[*****]
---------------------------------------------------------------------------------------------------
SCVBA       $[*****] $[*****]   ICB    ICB          $[*****]        $[*****]     COC      $[*****]
                                                                                 ACF      $[*****]
                                                                                 EFC           0.0
                                                                                 L.L.     $[*****]
---------------------------------------------------------------------------------------------------
CPA-SWC     $[*****] $[*****]   ICB    N/A            N/A           $[*****]              $[*****]
---------------------------------------------------------------------------------------------------
CPA-POP     $[*****] $[*****] $[*****] N/A            N/A           $[*****]              $[*****]
---------------------------------------------------------------------------------------------------
</TABLE>

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.

CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.

CPA - POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       35

<PAGE>

                                ATTACHMENT ATM-3
                           PROMOTIONAL ACCESS CHARGES

PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR [*****]. If Customer
disconnects any circuit receiving this promotional access pricing prior to the
conclusion of the required circuit term, Customer must repay to Sprint [*****].
Private Line services and SDS are [*****] for this promotional access pricing.

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
                Monthly Recurring Charges                                      Non-Recurring Charges
--------------------------------------------------------       -----------------------------------------------
Access        COC        ACF            EFC         L.L.       Maintenance     Conversion     Install Charges
------      ------     ------          -----        ----       -----------     ----------    -----------------
<S>         <C>        <C>             <C>          <C>        <C>             <C>           <C>       <C>
SPA         $[*****]   $[*****]        $[*****]     ICB           $[*****]        $[*****]     COC      $[*****]
                                                                                               ACF      $[*****]
                                                                                               L.L.     $[*****]
--------------------------------------------------------------------------------------------------------------
SCVBA       $[*****]   $[*****]          ICB        ICB           $[*****]        $[*****]     COC      $[*****]
                                                                                               ACF      $[*****]
                                                                                               EFC      $[*****]
                                                                                               L.L.     $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-SWC     $[*****]   $[*****]          ICB        N/A             N/A           $[*****]              $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-POP     $[*****]   $[*****]        $[*****]     N/A             N/A           $[*****]              $[*****]
--------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Promotional Monthly Recurring Local Loop Charges
------------------------------------------------
Tariff 8 List Price           Promotional Price
-------------------           ------------------
<S>                          <C>
 $[*****]                    Tariff 8 List Price
 $[*****]                            $[*****]
 $[*****]                            $[*****]
 $[*****]                    Tariff 8 List Price
</TABLE>

For dedicated access services other than T-1, the tariff charges [*****].

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       36

<PAGE>

                                ATTACHMENT ATM-4
                                 ACCESS CHARGES

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-3 access. For dedicated access services other than
T-3, the tariff charges apply.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
                Monthly Recurring Charges                                      Non-Recurring Charges
---------------------------------------------------------       ---------------------------------------------
Access        COC          ACF           EFC         L.L.       Maintenance  Conversion     Install Charges
------      -------     -------         -----        ----       -----------  ----------   -------------------
<S>         <C>         <C>             <C>          <C>        <C>          <C>          <C>         <C>
SPA         $[*****]    $[*****]        $[*****]     ICB           $[*****]     $[*****]    COC       $[*****]
                                                                                            ACF       $[*****]
                                                                                            L.L.          ICB
-------------------------------------------------------------------------------------------------------------
SCVBA       $[*****]    $[*****]          ICB        ICB           $[*****]     $[*****]    COC       $[*****]
                                                                                            ACF       $[*****]
                                                                                            EFC           ICB
                                                                                            L.L.          ICB
-------------------------------------------------------------------------------------------------------------
CPA-SWC     $[*****]    $[*****]          ICB        N/A             N/A        $[*****]              $[*****]
-------------------------------------------------------------------------------------------------------------
CPA-POP     $[*****]    $[*****]          N/A        N/A             N/A        $[*****]              $[*****]
-------------------------------------------------------------------------------------------------------------
</TABLE>

If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.

CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.

CPA - POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       37

<PAGE>

                                ATTACHMENT ATM-5
                         PROMOTIONAL T -3 ACCESS CHARGES

PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR [*****]. If Customer
disconnects any circuit receiving this promotional access pricing prior to the
conclusion of the required [*****] year circuit term, Customer must repay to
Sprint [*****]. T -3s installed for voice service, Private Line services and SDS
are [*****] for this promotional access pricing,

The following matrix illustrates the charges connected with four access choices
associated with dedicated T -3 access.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
                Monthly Recurring Charges                                      Non-Recurring Charges
---------------------------------------------------------       ---------------------------------------------
Access        COC         ACF            EFC         L.L.       Maintenance  Conversion     Install Charges
------      -------     -------         -----        ----       -----------  ----------   -------------------
<S>         <C>         <C>            <C>           <C>        <C>          <C>           <C>       <C>
SPA        $[*****]     $[*****]       $[*****]      ICB        $[*****]     $[*****]       COC      $[*****]
                                                                                            ACF      $[*****]
                                                                                            L.L.     $[*****]
-------------------------------------------------------------------------------------------------------------
SCVBA      $[*****]     $[*****]          ICB        ICB        $[*****]     $[*****]       COC      $[*****]
                                                                                            ACF      $[*****]
                                                                                            EFC      $[*****]
                                                                                            L.L.     $[*****]
-------------------------------------------------------------------------------------------------------------
CPA-SWC    $[*****]     $[*****]          ICB        N/A           N/A       $[*****]                $[*****]
-------------------------------------------------------------------------------------------------------------
CPA-POP    $[*****]     $[*****]          N/A        N/A           N/A       $[*****]                $[*****]
-------------------------------------------------------------------------------------------------------------
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       38

<PAGE>

                                  ATTACHMENT FR
                            TERMS AND CONDITIONS FOR
                    SPRINT WHOLESALE FRAME RELAY SERVICE(SM)

The following additional terms and conditions apply to Sprint Wholesale Frame
Relay Service(sm) ("Frame Relay Service").

1.       PRODUCT DESCRIPTION. Frame Relay Service is a fully
         re-branded/re-billed product to enable resellers to sell a high-speed
         communications technology that allows for data network
         interoperability. Frame Relay Service is a high-performance,
         cost-effective offering for connecting multiple Local Area Networks
         ("LANs") which leverages the reliability of Sprint's industry-leading
         fiber-optic network. Frame Relay Service is currently available
         throughout the United States where digital local access is available.

2.       PRODUCT ELEMENTS. The product elements of Frame Relay Service include
         physical access, access channel (port), and PVC's. The port speeds for
         the Wholesale offering range from 56/64 Kbps to full T-1 (1536 Kbps).
         The PVC CIR for the Wholesale offering range from 0 CIR to 1024 Kbps.

3.       PRICE COMPONENTS. There are three primary components to the monthly
         recurring pricing of domestic Wholesale Frame Relay: Local Access
         Facilities (dedicated), Access Channels (Ports) and PVCs. Pricing for
         Wholesale Frame Relay is stated on Attachments FR-1, FR-2 and FR-3.

         a. Local Access Facilities must be obtained to access Wholesale Frame
         Relay. Local Access Facility components and rates are pursuant to
         Sprint Tariff F.C.C. No. 8. Both monthly recurring charges (MRC) and
         non-recurring charges will apply.

         b. Access Channel speed is selected to accommodate the various PVCs
         that will use that particular access channel. Access Channel speeds
         range from 56/64 Kbps to full T-1 (1.344/1.536 Mbps) and are available
         in speeds as follows: N x 56/64 Kbps (where N = 1-12, 14, 16, 20, 24).
         The access channel must be large enough to accommodate the cumulative
         egress of all PVCs connected to that Access Channel. Monthly recurring
         charges (MRC), non-recurring charges (NRC), and installation charges
         per port will apply.

         c. PVCs interconnect the customer's specific end-points on the
         interexchange network. PVCs use packet-switching technology to
         automatically route around network-related failures. PVCs are
         pre-defined for each pair of end-point devices so a virtual network
         path (circuit) is always available without any call set-up delay. This
         results in faster access to the network, better response time for end
         user applications, and a high degree of network security. Sprint's
         standard PVC is Zero CIR; in cases where a Committed Information Rate
         (CIR) is requested, these PVCs are referred to as Committed CIR.
         Sprint's PVCs can be provisioned with a variety of CIRs from 0 to 1024
         Kbps and are available in speeds as follows: 0, 16, 32, 48 Kbps and N x
         64 Kbps (where N = 1-16). Monthly recurring charges (MRC),
         non-recurring charges (NRC), and installation charges per PVC will
         apply.

4.       FRAME RELAY SWITCH DIVERSITY. Frame Relay Switch Diversity provides two
         separate connections originating from the same router and terminating
         on a separate Frame Relay switch in a different Technical Operating
         Center ("TOC"). The primary and back-up FRAFs are terminated at the
         same local exchange company and the same Sprint Point of Presence
         ("POP") (see Sprint Tariff F.C.C. No. 7 for a listing of POPs);
         however, they are then routed to separate

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       39

<PAGE>

         Frame Relay switches located in separate TOCs. The Frame Relay Switch
         Diversity service supports the same range of the access channel speeds
         as the regular Frame Relay Service.

         The pricing consists of two sets of Frame Relay Access Channels, two
         sets of PVCs, along with a fixed monthly long haul routing charge for
         the back-up Frame Relay Access Channel.

5.       ORDERING. Customer must execute and maintain on file with Sprint the
         Order For Data Communications Services for Wholesale Frame Relay
         Service sites ordered pursuant to this Agreement.

6.       MMC CONTRIBUTORY SERVICE. Only the monthly recurring port and PVC
         charges for Frame Relay Service purchased under this Agreement
         contribute to meeting Customer's MMC. MMC Contributory Service Usage
         Charges are calculated after all available discounts and credits have
         been applied.

7.       EARLY SERVICE TERMINATION CHARGES. If Customer terminates any Frame
         Relay Service before the expiration of the term for that Service,
         Customer must pay a lump sum early service termination charge as
         follows:

         a. 100% of the monthly recurring port and PVC charges for each month
         remaining in the first year of the Term for the terminated Service,
         plus

         b. 50% of the monthly recurring port and PVC charges for each month
         remaining in the second and subsequent years of the Term for the
         terminated Service; plus

         c. 100% of remaining monthly recurring access line charges for
         bandwidth of T-3 or greater as outlined in Section VII.A. of the
         Agreement, plus

         d. a pro-rata amount of any waived installation charges based on the
         number of months remaining in the Term of the terminated Service.

         The amounts in subsections (c) and (d) are due regardless of whether
         Customer orders a replacement Frame Relay Service, except that they
         will be waived if Customer orders a replacement Service at the same
         Service location which uses the same access line as the terminated
         Service, and the Order for the replacement Service complies with
         Section VII.(B) of the Agreement.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       40

<PAGE>

                            ATTACHMENT DEDICATED IP-1
                              DEDICATED IP CHARGES

<TABLE>
<CAPTION>
                 Monthly Recurring Charges
                --------------------------          Non-Recurring
Port Speed      1 Year Term    2 Year Term            Charges
----------      -----------    -----------          -------------
<S>             <C>            <C>                  <C>
   56/64          $[*****]        $[*****]             $[*****]
    128           $[*****]        $[*****]             $[*****]
    256           $[*****]        $[*****]             $[*****]
    384           $[*****]        $[*****]             $[*****]
    512           $[*****]        $[*****]             $[*****]
    640           $[*****]        $[*****]             $[*****]
    768           $[*****]        $[*****]             $[*****]
   T - 1          $[*****]        $[*****]             $[*****]
 3M - Mmb         $[*****]        $[*****]             $[*****]
4.5M - Mmb        $[*****]        $[*****]             $[*****]
  6M-Mmb          $[*****]        $[*****]             $[*****]
7.5M - Mmb        $[*****]        $[*****]             $[*****]
 9M - Mmb         $[*****]        $[*****]             $[*****]
  6M FDS3         $[*****]        $[*****]             $[*****]
  9M FDS3         $[*****]        $[*****]             $[*****]
 12M FDS3         $[*****]        $[*****]             $[*****]
 15M FDS3         $[*****]        $[*****]             $[*****]
 18M FDS3         $[*****]        $[*****]             $[*****]
 22M FDS3         $[*****]        $[*****]             $[*****]
 25M FDS3         $[*****]        $[*****]             $[*****]
 28M FDS3         $[*****]        $[*****]             $[*****]
 31M FDS3         $[*****]        $[*****]             $[*****]
 34M FDS3         $[*****]        $[*****]             $[*****]
    DS3           $[*****]        $[*****]             $[*****]
</TABLE>

INSTALLATION PROMOTION

Non-recurring port charges listed above for 1 year service terms will be
[*****]%. Non-recurring port charges listed above for 2 year
service terms will [*****].

If Customer terminates a Service prior to the expiration of the Term for that
Service, Customer will pay Sprint [*****]. This amount is due regardless of
whether Customer orders a replacement Service.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       41

<PAGE>

                             ATTACHMENT DEDICATED IP

                            TERMS AND CONDITIONS FOR
                SPRINT WHOLESALE DEDICATED INTERNET SERVICE(SM)

The following additional terms and conditions apply to Sprint Wholesale
Dedicated Internet Service(sm) ("Dedicated Internet Service"). If Customer is an
Internet Service Provider ("ISP"), the Terms and Conditions for Internet Service
Providers, attached hereto, will also apply to Sprint's provision and Customer's
use of Dedicated Internet Services.

1.       PRODUCT DESCRIPTION. Dedicated Internet Service is a fully
         re-branded/re-billed product to enable resellers to sell a data
         Internet protocol (IP) product to customers.

         The product utilizes router-based architecture to interface with
         customer routers for the transmission of IP packets from source to
         destination. Sprint maintains the necessary interfaces with all public
         interexchange points of the Internet as well as additional private
         peering points to other Network Service Providers as necessary to
         manage operations and performance. Since the Internet is a network of
         multiple networks, performance cannot be guaranteed.

2.       PRODUCT ELEMENTS. The product elements of Dedicated Internet Service
         include physical access, a port, Primary DNS function, and Secondary
         DNS functions. The port speeds for the Wholesale offering range from
         56/64 Kbps to full OC-12.

3.       PRICING COMPONENTS.

         The price components of Dedicated Internet Service are listed below.
         Dedicated Internet Service are in Attachments IP-1, IP-2, IP-3 and
         IP-4.

         LEC Access:

                  Pursuant to Sprint F.C.C Tariff No.2 or Special Customer
                  Arrangement Both Monthly Recurring Charge (MRC) and
                  Non-Recurring Charge (NRC) will apply.

         Port:

                  56/64 Kbps, N x 64 Kbps (N = 2, 4, 6, 8, 10, 12, 24) and DS3.
                  Both Monthly Recurring Charge (MRC) and Non-Recurring Charge
                  (NRC) per port will apply.

         Value Added Features:

                  Primary Domain Name Service (DNS)

                  -$[*****] Monthly Recurring Charge per Primary Domain Name)

                  Secondary Domain Name Service (DNS)

                  -No Charge for up to 50 zones

                  -Additional zones may be available on a case-by-case basis,
                  subject to approval by Sprint

                  -Monthly Recurring Charge (MRC) to be determined

                  Access Diversity

                  -May be available on a case-by-case basis, subject to approval
                  by Sprint

                  -Charges are to be determined

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       42

<PAGE>

4.       MMC CONTRIBUTORY SERVICE. Only the monthly recurring port charges for
         Dedicated Internet Service purchased under this Agreement contribute to
         meeting Customer's MMC. MMC Contributory Service Usage Charges are
         calculated after all available discounts and credits have been applied.

5.       EARLY SERVICE TERMINATION CHARGES. If Customer terminates any Dedicated
         Internet Service before the expiration of the term for that Service,
         Customer must pay a lump sum early service termination charge as
         follows:

         a. [*****]% of the monthly recurring port charges for each month
         remaining in the first year of the Term for the terminated Service,
         plus

         b. [*****]% of the monthly recurring port charges for each month
         remaining in the second and subsequent years of the Term for the
         terminated Service; plus

         c. [*****]% of remaining monthly recurring access line charges for
         bandwidth of T-3 or greater as outlined in Section VII.A of the
         Agreement, plus

         d. [*****] of any waived access installation charges based on the
         number of months remaining in the Term of the terminated Service.

         The amounts in subsections (c) and (d) are due regardless of whether
         Customer orders a replacement Dedicated Internet Service, except that
         they will be waived if Customer orders a replacement Service at the
         same Service location which uses the same access line as the terminated
         Service, and the Order for the replacement Service complies with
         Section VII.(B) of the Agreement.

6.       ADDITIONAL CUSTOMER REPRESENTATIONS AND WARRANTIES.

         Customer may not abuse or fraudulently use Dedicated Internet Service,
         or permit or assist others to do so. Prohibited conduct includes, but
         is not limited to, the following (or any attempt to do the following):

         a. Obtaining Service by any means or device with intent to avoid
         payment; or

         b. Obtaining unauthorized access to, or altering or destroying any
         information of another Sprint customer by any means or device; or

         c. Using the Service so as to interfere with the use of the Sprint
         network by other customers or authorized users, or in violation of the
         law or in aid of any unlawful act; or

         d. Using the Service in a manner which, in the sole opinion of Sprint,
         is not in accordance with generally accepted rules of Internet conduct
         as adopted and modified by Sprint.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       43

<PAGE>

                               ATTACHMENT FR -1(a)

FRAME RELAY CHARGES

ACCESS CHANNELS (PORTS) CHARGE

                            MONTHLY RECURRING CHARGES

<TABLE>
<CAPTION>
                                                                   Non-Recurring
Port Speed               1 Year                2 Year                 Charges
----------               ------                ------              -------------
<S>                      <C>                   <C>                 <C>
  56/64                  $[*****]              $[*****]               $[*****]
   128                   $[*****]              $[*****]               $[*****]
   256                   $[*****]              $[*****]               $[*****]
   512                   $[*****]              $[*****]               $[*****]
  1536                   $[*****]              $[*****]               $[*****]
DS3 (45M)                $[*****]              $[*****]               $[*****]
</TABLE>

LAN PVC CHARGES

                            MONTHLY RECURRING CHARGES

<TABLE>
<CAPTION>
                                                                   Non-Recurring
PVC CIR(kbps)              1 Year                2 Year              Charges
-------------              ------                ------            -------------
<S>                        <C>                   <C>               <C>
      0                      $[*****]              $[*****]          $[*****]
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       44

<PAGE>

                               ATTACHMENT FR -1(b)

FRAME RELAY CHARGES

FRAME RELAY SWITCH DIVERSITY CHARGES

* The following charges from the table below is in addition to the charges for
access channels and PVCs above.

<TABLE>
<CAPTION>
       Long Haul Monthly Routing Charge
<S>                                   <C>
Diversity 56/65                       $[*****]
Diversity FT1                         $[*****]
Diversity T1                          $[*****]
</TABLE>

INSTALLATION PROMOTION

Non-recurring port and PVC charges listed on FR-1(a) for 1 year service terms
will be [*****]. Non-recurring port and PVC charges listed on
FR-l(a) for 2 and 3 year service terms will [*****].

If Customer terminates a Service prior to the expiration of the Term for that
Service, Customer will pay Sprint [*****]. This amount is due regardless of
whether Customer orders a replacement Service.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       45

<PAGE>

                                ATTACHMENT FR - 2
                                 ACCESS CHARGES

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access. For dedicated access services other than
T-1, the tariff charges apply.

It is possible to have different access choices on each individual circuit.

WHEN T-1 ACCESS IS PROVISIONED IT MUST BE PROVISIONED WITH A 128K OR GREATER
PORT.

<TABLE>
<CAPTION>
                 Monthly Recurring Charges                                           Non-Recurring Charges
-----------------------------------------------------------       --------------------------------------------------
Access          COC         ACF            EFC         L.L.       Maintenance    Conversion       Install Charges
------         ------     ------          -----        ----       -----------    ----------    ---------------------
<S>            <C>        <C>             <C>          <C>        <C>            <C>           <C>         <C>
SPA            $[*****]   $[*****]        $[*****]     ICB           $[*****]       $[*****]     COC       $[*****]
                                                                                                 ACF       $[*****]
                                                                                                 L.L.      $[*****]
--------------------------------------------------------------------------------------------------------------------
SCVBA          $[*****]   $[*****]          ICB        ICB           $[*****]       $[*****]     COC       $[*****]
                                                                                                 ACF       $[*****]
                                                                                                 EFC       $[*****]
                                                                                                 L.L.      $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-SWC        $[*****]   $[*****]          ICB        N/A             N/A          $[*****]               $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-POP        $[*****]   $[*****]        $[*****]     N/A             N/A          $[*****]               $[*****]
--------------------------------------------------------------------------------------------------------------------
</TABLE>

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (LL.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access it is responsible for any line maintenance, including the
local loop.

CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.

CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       46

<PAGE>

                                ATTACHMENT FR - 3
                           PROMOTIONAL ACCESS CHARGES

PRICING APPLICABLE ONLY FOR ONE (1) YEAR CIRCUIT TERM OR GREATER T-1S INSTALLED
BETWEEN SEPTEMBER 1, 2002 AND DECEMBER 31, 2003. If Customer disconnects any
circuit receiving this promotional access pricing prior to the conclusion of the
required one (1) year circuit term, Customer must repay to Sprint a pro-rata
portion of all waived installation charges based upon the number of months
remaining in the required one (1) year circuit term. T-1s installed for voice
service, Private Line services and SOS are NOT eligible for this promotional
access pricing.

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access.

It is possible to have different access choices on each individual circuit.

WHEN T-1 ACCESS IS PROVISIONED IT MUST BE PROVISIONED WITH A 128K OR GREATER
PORT.

<TABLE>
<CAPTION>
                Monthly Recurring Charges                                           Non-Recurring Charges
-----------------------------------------------------------       ------------------------------------------------
Access          COC        ACF             EFC         L.L.       Maintenance    Conversion      Install Charges
-------        ------     ------          -----        ----       -----------    ----------    -------------------
<S>            <C>        <C>             <C>          <C>        <C>            <C>           <C>          <C>
SPA            $[*****]   $[*****]        $[*****]     ICB           $[*****]       $[*****]     COC        $[*****]
                                                                                                 ACF        $[*****]
                                                                                                 L.L.       $[*****]
--------------------------------------------------------------------------------------------------------------------
SCVBA          $[*****]   $[*****]          ICB        ICB           $[*****]       $[*****]     COC        $[*****]
                                                                                                 ACF        $[*****]
                                                                                                 EFC        $[*****]
                                                                                                 L.L.       $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-SWC        $[*****]   $[*****]          ICB        N/A             N/A          $[*****]                $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-POP        $[*****]   $[*****]        $[*****]     N/A             N/A          $[*****]                $[*****]
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Promotional Monthly Recurring Local Loop Charges
------------------------------------------------
Tariff 8 List Price           Promotional Price
-------------------          -------------------
<S>                          <C>
 $[*****]                    Tariff 8 List Price
 $[*****]                           $[*****]
 $[*****]                           $[*****]
 $[*****]                    Tariff 8 List Price
</TABLE>

For dedicated access services other than T-1, the tariff charges apply, except
as noted below.

PRICING APPLICABLE ONLY FOR ONE (1) YEAR CIRCUIT TERM OR GREATER 56/64 KBPS DAL
INSTALLED BETWEEN SEPTEMBER 1, 2002 AND DECEMBER 31, 2003. If Customer
disconnects any circuit receiving this promotional access pricing prior to the
conclusion of the required one (1) year circuit term, Customer must repay to
Sprint a pro-rata portion of all waived installation charges based upon the
number of months remaining in the required one (1) year circuit term. 56/64 Kbps
DAL installed for voice service, Private Line services and SDS are NOT eligible
for this promotional access pricing.

<TABLE>
<CAPTION>
  Promotional Monthly Recurring Local Loop Charges
-----------------------------------------------------
Tariff 8 List Price                Promotional Price
-------------------               -------------------
<S>                               <C>
   $[*****]                       Tariff 8 List Price
   $[*****]                             $[*****]
   $[*****]                       Tariff 8 List Price
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       47

<PAGE>

                                ATTACHMENT FR - 4
                                 ACCESS CHARGES

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-3 access. For dedicated access services other than
T-3, the tariff charges apply.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
               Monthly Recurring Charges                                          Non-Recurring Charges
-----------------------------------------------------------       ------------------------------------------------
Access           COC       ACF             EFC         L.L.       Maintenance    Conversion      Install Charges
------         -------    -------         -----        ----       -----------    ----------    -------------------
<S>            <C>        <C>             <C>          <C>        <C>            <C>           <C>         <C>
SPA            $[*****]   $[*****]        $[*****]     ICB           $[*****]       $[*****]     COC       $[*****]
                                                                                                 ACF       $[*****]
                                                                                                 L.L.          ICB
--------------------------------------------------------------------------------------------------------------------
SCVBA          $[*****]   $[*****]          ICB        ICB           $[*****]       $[*****]     COC       $[*****]
                                                                                                 ACF       $[*****]
                                                                                                 EFC           ICB
                                                                                                 L.L.          ICB
--------------------------------------------------------------------------------------------------------------------
CPA-SWC        $[*****]   $[*****]          ICB        N/A             N/A          $[*****]               $[*****]
--------------------------------------------------------------------------------------------------------------------
CPA-POP        $[*****]   $[*****]          N/A        N/A             N/A          $[*****]               $[*****]
--------------------------------------------------------------------------------------------------------------------
</TABLE>

If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access it is responsible for any line maintenance, including the
local loop.

CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and request to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customers premises to Sprint's Serving Wire Center.

CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       48

<PAGE>

                                ATTACHMENT FR - 5
                           PROMOTIONAL ACCESS CHARGES

PRICING APPLICABLE ONLY FOR TWO (2) YEAR CIRCUIT TERM OR GREATER T-3S INSTALLED
BETWEEN SEPTEMBER 1, 2002 AND DECEMBER 31, 2003. If Customer disconnects any
circuit receiving this promotional access pricing prior to the conclusion of the
required two (2) year circuit term, Customer must repay to Sprint a pro-rata
portion of all waived installation charges based upon the number of months
remaining in the required two (2) year circuit term. T-3s installed for voice
service, Private Line services and SDS are NOT eligible for this promotion
access pricing.

The following matrix illustrates the charges connected with four access choices
associated with dedicated T -3 access.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
               Monthly Recurring Charges                                         Non-Recurring Charges
-----------------------------------------------------------       ---------------------------------------------------
Access          COC        ACF             EFC         L.L.       Maintenance    Conversion      Install Charges
------         -------    -------         -----        ----       -----------    ----------    -------------------
<S>            <C>        <C>             <C>          <C>        <C>            <C>           <C>           <C>
SPA            $[*****]   $[*****]        $[*****]     ICB        $[*****]          $[*****]     COC         $[*****]
                                                                                                 ACF         $[*****]
                                                                                                 L.L.        $[*****]
---------------------------------------------------------------------------------------------------------------------
SCVBA          $[*****]   $[*****]         ICB         ICB        $[*****]          $[*****]     COC         $[*****]
                                                                                                 ACF         $[*****]
                                                                                                 EFC         $[*****]
                                                                                                 L.L.        $[*****]
CPA-SWC        $[*****]   $[*****]         ICB         N/A            N/A           $[*****]                 $[*****]
---------------------------------------------------------------------------------------------------------------------
CPA-POP        $[*****]   $[*****]         N/A         N/A            N/A           $[*****]                 $[*****]
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       49

<PAGE>

                             ATTACHMENT DEDICATED IP

                            TERMS AND CONDITIONS FOR
                SPRINT WHOLESALE DEDICATED INTERNET SERVICE(SM)

The following additional terms and conditions apply to Sprint Wholesale
Dedicated Internet Service(sm) ("Dedicated Internet Service"). If Customer is an
Internet Service Provider ("ISP"), the Terms and Conditions for Internet Service
Providers, attached hereto, will also apply to Sprint's provision and Customer's
use of Dedicated Internet Services.

1.       PRODUCT DESCRIPTION. Dedicated Internet Service is a fully
         re-branded/re-billed product to enable resellers to sell a data
         Internet protocol (IP) product to customers.

         The product utilizes router-based architecture to interface with
         customer routers for the transmission of IP packets from source to
         destination. Sprint maintains the necessary interfaces with all public
         interexchange points of the Internet as well as additional private
         peering points to other Network Service Providers as necessary to
         manage operations and performance. Since the Internet is a network of
         multiple networks, performance cannot be guaranteed.

2.       PRODUCT ELEMENTS. The product elements of Dedicated Internet Service
         include physical access, a port, Primary DNS function, and Secondary
         DNS functions. The port speeds for the Wholesale offering range from
         56/64 Kbps to full OC-12.

3.       PRICING COMPONENTS.

         The price components of Dedicated Internet Service are listed below.
         Prices for Dedicated Internet Service are in Attachments IP-1, IP-2,
         IP-3 and IP-4.

         LEC Access:

                  Pursuant to Sprint F.C.C. Tariff No. 8 or Special Customer
                  Arrangement Both Monthly Recurring Charge (MRC) and
                  Non-Recurring Charge (NRC) will apply.

         Port:

                  56/64 Kbps. N x 64 Kbps (N = 2, 4, 6, 8, 10, 12, 24) and DS3.
                  Both Monthly Recurring Charge (MRC) and Non-Recurring Charge
                  (NRC) per port will apply.

         Value Added Features:

                  Primary Domain Name Service (DNS)

                  -$100 Monthly Recurring Charge per Primary Domain Name)

                  Secondary Domain Name Service (DNS)

                  -No Charge for up to 50 zones

                  -Additional zones may be available on a case-by-case basis,
                  subject to approval by Sprint

                  -Monthly Recurring Charge (MRC) to be determined

                  Access Diversity

                  -May be available on a case-by-case basis, subject to approval
                  by Sprint

                  -Charges are to be determined

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       50

<PAGE>

4.       MMC CONTRIBUTORY SERVICE. Only the monthly recurring port charges for
         Dedicated Internet Service purchased under this Agreement contribute to
         meeting Customer's MMC. MMC Contributory Service Usage Charges are
         calculated after all available discounts and credits have been applied.

5.       EARLY SERVICE TERMINATION CHARGES. If Customer terminates any Dedicated
         Internet Service before the expiration of the term for that Service,
         Customer must pay a lump sum early service termination charge as
         follows:

         a. 100% of the monthly recurring port charges for each month remaining
         in the first year of the Term for the terminated Service, plus

         b. 50% of the monthly recurring port charges for each month remaining
         in the second and subsequent years of the Term for the terminated
         Service; plus

         c. 100% of remaining monthly recurring access line charges for
         bandwidth of T-3 or greater as outlined in Section VII.A. of the
         Agreement, plus

         d. a pro-rata amount of any waived access installation charges based on
         the number of months remaining in the Term of the terminated Service.

         The amounts in subsections (c) and (d) are due regardless of whether
         Customer orders a replacement Dedicated Internet Service, except that
         they will be waived if Customer orders a replacement Service at the
         same Service location which uses the same access line as the terminated
         Service, and the Order for the replacement Service complies with
         Section VII.(B) of the Agreement.

6.       ADDITIONAL CUSTOMER REPRESENTATIONS AND WARRANTIES.

         Customer may not abuse or fraudulently use Dedicated Internet Service,
         or permit or assist others to do so. Prohibited conduct includes, but
         is not limited to, the following (or any attempt to do the following):

         a. Obtaining Service by any means or device with intent to avoid
         payment; or

         b. Obtaining unauthorized access to, or altering or destroying any
         information of another Sprint customer by any means or device; or

         c. Using the Service so as to interfere with the use of the Sprint
         network by other customers or authorized users, or in violation of the
         law or in aid of any unlawful act; or

         d. Using the Service in a manner which, in the sale opinion of Sprint,
         is not in accordance with generally accepted rules of internet conduct
         as adopted and modified by Sprint.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       51

<PAGE>

                            ATTACHMENT DEDICATED IP-1
                              DEDICATED IP CHARGES

<TABLE>
<CAPTION>
                           Monthly Recurring Charges    Non-Recurring
Port Speed            1 Year Term       2 Year Term        Charges
----------            -----------       -----------     -------------
<S>                   <C>               <C>             <C>
  56/64                 $[*****]           $[*****]        $[*****]
   128                  $[*****]           $[*****]        $[*****]
   256                  $[*****]           $[*****]        $[*****]
   384                  $[*****]           $[*****]        $[*****]
   512                  $[*****]           $[*****]        $[*****]
   640                  $[*****]           $[*****]        $[*****]
   768                  $[*****]           $[*****]        $[*****]
  T - 1                 $[*****]           $[*****]        $[*****]
 3M - Mmb               $[*****]           $[*****]        $[*****]
4.5M - Mmb              $[*****]           $[*****]        $[*****]
  6M-Mmb                $[*****]           $[*****]        $[*****]
7.5M - Mmb              $[*****]           $[*****]        $[*****]
 9M - Mmb               $[*****]           $[*****]        $[*****]
 6M FDS3                $[*****]           $[*****]        $[*****]
 9M FDS3                $[*****]           $[*****]        $[*****]
 12M FDS3               $[*****]           $[*****]        $[*****]
 15M FDS3               $[*****]           $[*****]        $[*****]
 18M FDS3               $[*****]           $[*****]        $[*****]
 22M FDS3               $[*****]           $[*****]        $[*****]
 25M FDS3               $[*****]           $[*****]        $[*****]
 28M FDS3               $[*****]           $[*****]        $[*****]
 31M FDS3               $[*****]           $[*****]        $[*****]
 34M FDS3               $[*****]           $[*****]        $[*****]
   DS3                  $[*****]           $[*****]        $[*****]
</TABLE>

INSTALLATION PROMOTION

Non-recurring port charges listed above for 1 year service terms will be
[*****]. Non-recurring port charges listed above for 2 year service
terms will [*****].

If Customer terminates a Service prior to the expiration of the Term for that
Service, Customer will pay Sprint [*****]. This amount is due regardless of
whether Customer orders a replacement Service.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       52

<PAGE>

                            ATTACHMENT DEDICATED IP-2
                                 ACCESS CHARGES

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access. For dedicated access services other than
T-1, the tariff charges apply.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
                 Monthly Recurring Charges                                       Non-Recurring Charges
-----------------------------------------------------------      -----------------------------------------------
Access           COC         ACF         EFC          L.L.      Maintenance    Conversion     Install Charges
------          ------      ------      -----         ----      -----------    ----------  ---------------------
<S>            <C>         <C>         <C>            <C>         <C>           <C>           <C>       <C>
SPA            $[*****]    $[*****]    $[*****]       ICB         $[*****]      $[*****]      COC       $[*****]
                                                                                              ACF       $[*****]
                                                                                              L.L.      $[*****]
----------------------------------------------------------------------------------------------------------------
SCVBA          $[*****]    $[*****]       ICB         ICB         $[*****]      $[*****]      COC       $[*****]
                                                                                              ACF       $[*****]
                                                                                              EFC       $[*****]
                                                                                              L.L.      $[*****]
----------------------------------------------------------------------------------------------------------------
CPA-SWC        $[*****]    $[*****]       ICB         N/A            N/A        $[*****]                $[*****]
----------------------------------------------------------------------------------------------------------------
CPA-POP        $[*****]    $[*****]    $[*****]       N/A            N/A        $[*****]                $[*****]
----------------------------------------------------------------------------------------------------------------
</TABLE>

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.

CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.

CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       53

<PAGE>

                            ATTACHMENT DEDICATED IP-3
                           PROMOTIONAL ACCESS CHARGES

PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR GREATER [*****]. If
Customer disconnects any circuit receiving this promotional access pricing prior
to the conclusion of the required [*****] year circuit term, Customer must repay
to Sprint [*****]. T-1s installed for voice service, Private Line services, T-1
Burstable IP Ports and SDS are [*****] for this promotional access pricing.

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-1 access.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
               Monthly Recurring Charges                                         Non-Recurring Charges
-------------------------------------------------------------     -----------------------------------------------
Access          COC         ACF           EFC          L.L.       Maintenance    Conversion    Install Charges
------         ------     ------         -----      ---------     -----------    ----------   -------------------
<S>            <C>        <C>            <C>        <C>           <C>            <C>          <C>        <C>
SPA            $[*****]   $[*****]       $[*****]   See below      $[*****]         $[*****]    COC      $[*****]
                                                                                                ACF      $[*****]
                                                                                                L.L.     $[*****]
-----------------------------------------------------------------------------------------------------------------
SCVBA          $[*****]   $[*****]         ICB      See below      $[*****]         $[*****]    COC      $[*****]
                                                                                                ACF      $[*****]
                                                                                                EFC      $[*****]
                                                                                                L.L.     $[*****]
-----------------------------------------------------------------------------------------------------------------
CPA-SWC        $[*****]   $[*****]         ICB         N/A             N/A          $[*****]             $[*****]
-----------------------------------------------------------------------------------------------------------------
CPA-POP        $[*****]   $[*****]       $[*****]      N/A             N/A          $[*****]             $[*****]
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
  Promotional Monthly Recurring Local Loop Charges
----------------------------------------------------
Schedule 8 List Price           Promotional Price
---------------------           -----------------
<S>                           <C>
$  [*****]                    Schedule 8 List Price
$  [*****]                        $[*****]
$  [*****]                        $[*****]
$  [*****]                    Schedule 8 List Price
</TABLE>

For dedicated access services other than T-1, the Schedule charges apply, except
as noted below.

PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR GREATER 56/64 KBPS DAL
INSTALLED BETWEEN SEPTEMBER 1, 2002 AND DECEMBER 31, 2003.

If Customer disconnects any circuit receiving this promotional access pricing
prior to the conclusion of the required [*****] year circuit term, Customer must
repay to Sprint [*****]. 56/64 Kbps DAL installed for voice service, Private
Line services and SDS are [*****] for this promotional access pricing.

<TABLE>
<CAPTION>
 Promotional Monthly Recurring Local Loop Charges
-----------------------------------------------------
Schedule 8 List Price            Promotional Price
---------------------            -----------------
<S>                            <C>
$  [*****]                  Schedule 8 List Price
$  [*****]                          $[*****]
$  [*****]                  Schedule 8 List Price
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       54

<PAGE>

                            ATTACHMENT DEDICATED IP-4
                                 ACCESS CHARGES

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-3 access. For dedicated access services other than
T-3, the tariff charges apply.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
                     Monthly Recurring Charges                                      Non-Recurring Charges
-----------------------------------------------------------       ----------------------------------------------
Access          COC         ACF            EFC         L.L.       Maintenance    Conversion    Install Charges
------        -------     -------         -----        ----       -----------    ----------   ------------------
<S>           <C>         <C>             <C>          <C>        <C>            <C>          <C>       <C>
SPA           $[*****]    $[*****]        $[*****]     ICB           $[*****]      $[*****]     COC     $[*****]
                                                                                                ACF     $[*****]
                                                                                                L.L.         ICB
----------------------------------------------------------------------------------------------------------------
SCVBA         $[*****]    $[*****]          ICB        ICB           $[*****]      $[*****]     COC     $[*****]
                                                                                                ACF     $[*****]
                                                                                                EFC          ICB
                                                                                                L.L.         ICB
----------------------------------------------------------------------------------------------------------------
CPA-SWC       $[*****]    $[*****]          ICB        N/A             N/A         $[*****]             $[*****]
----------------------------------------------------------------------------------------------------------------
CPA-POP       $[*****]    $[*****]          N/A        N/A             N/A         $[*****]             $[*****]
----------------------------------------------------------------------------------------------------------------
</TABLE>

If Billed in Corporate Billing System or the The Billing Solution System, the
port charge will be assessed in lieu of ACF/COC.

SPA: Sprint Provided Access, Sprint orders the access from the LEC or Alternate
Access Vendor (AAV) and Sprint is billed for that access. Sprint then recoups
these access charges from the customer. The components of Sprint Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC), Access Coordination Fee (ACF), and Local Loop (L.L.) When Sprint provides
the access, it is responsible for all line maintenance, including the local
loop.

SCVBA: Sprint Coordinated Vendor Billed Access, Sprint orders the access from
the LEC/AAV and specifies that the bill be sent directly to the customer. Thus
the customer is responsible for and pays all LEC/AAV monthly recurring and
installation charges. The components of Sprint Coordinated Vendor Billed Access,
both monthly recurring and nonrecurring, are: Central Office Connection (COC),
Access Coordination Fee (ACF), and Entrance Facility Charges (EFC). When Sprint
provides SCVBA access, it is responsible for any line maintenance, including the
local loop.

CPA-SWC: Customer Provided Access to the Serving Wire Center, the customer
orders access from the LEC/AAV and requests to have it terminated at the Sprint
Serving Wire Center. The customer is responsible for and pays all LEC/AAV
monthly recurring and installation charges. The components of Customer Provided
Access, both monthly recurring and nonrecurring are: Central Office Connection
(COC) and Entrance Facility Charges (EFC). When the customer orders access
facilities it is the customer's responsibility for any access line maintenance,
specifically from the customer's premises to Sprint's Serving Wire Center.

CPA-POP (where available): Customer Provided Access to the Sprint POP, the
customer orders access from the LEC/AAV and requests to have it terminated at
the Sprint POP. The customer is responsible for and pays all LEC/AAV monthly
recurring and installation charges. The component of Customer Provided Access,
both monthly recurring and nonrecurring, is Central Office Connection (COC).
When the customer orders access facilities, it is the customer's responsibility
for any access line maintenance.

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       55

<PAGE>

                                 ATTACHMENT IP-5
                         PROMOTIONAL T -3 ACCESS CHARGES

PRICING APPLICABLE ONLY FOR [*****] YEAR CIRCUIT TERM OR [*****]. If Customer
disconnects any circuit receiving this promotional access pricing prior to the
conclusion of the required [*****] year circuit term, Customer must repay to
Sprint [*****]. T-3s installed for voice service, Private Line services and SOS
are [*****] for this promotional access pricing.

The following matrix illustrates the charges connected with four access choices
associated with dedicated T-3 access.

It is possible to have different access choices on each individual circuit.

<TABLE>
<CAPTION>
                Monthly Recurring Charges                                    Non-Recurring Charges
-----------------------------------------------------------      ---------------------------------------------
Access          COC         ACF           EFC          L.L.      Maintenance    Conversion    Install Charges
------        -------     -------        ------        ----      -----------    ----------   -----------------
<S>           <C>         <C>            <C>           <C>       <C>            <C>          <C>      <C>
SPA           $[*****]    $[*****]       $[*****]      ICB          $[*****]       $[*****]    COC    $[*****]
                                                                                               ACF    $[*****]
                                                                                               L.L.   $[*****]
--------------------------------------------------------------------------------------------------------------
SCVBA         $[*****]    $[*****]         ICB         ICB          $[*****]       $[*****]    COC    $[*****]
                                                                                               ACF    $[*****]
                                                                                               EFC    $[*****]
                                                                                               L.L.   $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-SWC       $[*****]    $[*****]         ICB         N/A            N/A          $[*****]           $[*****]
--------------------------------------------------------------------------------------------------------------
CPA-POP       $[*****]    $[*****]       $[*****]      N/A            N/A          $[*****]           $[*****]
--------------------------------------------------------------------------------------------------------------
</TABLE>

                             Proprietary Information
                                HIGHLY RESTRICTED

                                       56