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                                                                   Exhibit 10.16

                            MASTER SERVICES AGREEMENT

                                 BY AND BETWEEN

                        ALLTEL INFORMATION SERVICES, INC.

                                       AND

                             dba COMMUNICATIONS, LLC

                          DATED AS OF: DECEMBER 9, 1999

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                  <C>
1.       DEFINITIONS............................................................................................     1

         1.1      Definitions...................................................................................     1

         1.2      Definition Cross-Reference Index..............................................................     3

2.       SERVICES...............................................................................................     4

         2.1      Services......................................................................................     4

         2.2      Exhibits......................................................................................     5

3.       FEES AND PAYMENT ARRANGEMENTS..........................................................................     5

         3.1      Service Fees..................................................................................     5

         3.2      Payments by Client............................................................................     5

                  (a)      Invoicing and Payment Requirements...................................................     5

                  (b)      Past Due Amounts.....................................................................     6

4.       TERM...................................................................................................     7

5.       PREMISES AND SECURITY..................................................................................     7

         5.1      Premises for Data Processing..................................................................     7

         5.2      Local Offices.................................................................................     7

         5.3      Security Standards............................................................................     7

6.       CLIENT RESOURCES.......................................................................................     8

         6.1      Client Resources..............................................................................     8

         6.2      Required Consents.............................................................................     8

                  (a)      Cooperation..........................................................................     8

                  (b)      Costs................................................................................     8

7.       HARDWARE, TECHNICAL SYSTEMS, SUPPLIES, AND POSTAGE.....................................................     8

         7.1      Hardware and Technical Systems................................................................     8

         7.2      Hardware Maintenance and Technical Systems Maintenance........................................     8
</TABLE>

                                        i


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<TABLE>
<S>                                                                                                                 <C>
         7.3      Terminals/Workstations/Network Equipment......................................................     9

         7.4      Supplies, Forms and Postage...................................................................     9

8.       SOFTWARE...............................................................................................     9

         8.1      User Manuals..................................................................................     9

         8.2      Third Party Software and Maintenance..........................................................     9

                  (a)      Third Party Software.................................................................     9

                  (b)      Third Party Software Maintenance.....................................................    10

         8.3      ALLTEL Software...............................................................................    10

         8.4      Installation of New Releases, Updates and Enhancements........................................    10

9.       PERSONNEL AND COMMITTEES...............................................................................    12

         9.1      ALLTEL Account Manager and ALLTEL Account Team................................................    12

         9.2      Client Project Manager........................................................................    12

         9.3      ALLTEL Variable Staff.........................................................................    12

         9.4      Variable Staff Personnel Changes..............................................................    13

         9.6      Effective Planning and Communications.........................................................    14

                  (a)      Open Communication...................................................................    14

                  (b)      Steering Committee...................................................................    14

10.      FILES AND PROGRAMS, STORAGE, AND DISASTER RECOVERY.....................................................    14

         10.1     Backup........................................................................................    14

         10.2     Data Retention................................................................................    14

         10.3     Disaster Recovery.............................................................................    14

11.      MANAGEMENT PROCESS.....................................................................................    14

         11.1     Change Management Process.....................................................................    15

         11.2     Transition of Certain Access Lines to the Mescalero Indians...................................    15

12.      INTELLECTUAL PROPERTY RIGHTS...........................................................................    15

         12.1     Modifications to Client-Provided Third Party Software.........................................    15
</TABLE>

                                       ii

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<TABLE>
<S>                                                                                                                 <C>
         12.2     Ownership of ALLTEL Software..................................................................    16

         12.3     Modifications to ALLTEL Software..............................................................    16

13.      AUDITS.................................................................................................    17

         13.1     Client's Audits...............................................................................    17

         13.2     Excluded Materials............................................................................    17

14.      DISPUTE RESOLUTION.....................................................................................    17

         14.1     Dispute Resolution Procedures.................................................................    18

         14.2     Claims Procedures.............................................................................    18

         14.3     Escalation Procedures.........................................................................    18

         14.4     Arbitration Procedures........................................................................    20

         14.5     Claim Expiration..............................................................................    21

         14.6     Continuation of Services......................................................................    21

15.      LIMITATION OF LIABILITY................................................................................    22

16.      INDEMNIFICATION........................................................................................    22

         16.1     Personal Injury and Property Damage...........................................................    22

         16.2     Infringement of ALLTEL Software or ALLTEL-Provided Third Party Software.......................    22

         16.3     Infringements of Client-Provided Third Party Software or Client Resources.....................    23

         16.4     Dispute Resolution............................................................................    24

17.      FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS, AND ERROR CORRECTION...........................    24

         17.1     Force Majeure.................................................................................    24

         17.2     Time of Performance and Increased Costs.......................................................    25

         17.3     Error Correction..............................................................................    25

18.      NOTICES................................................................................................    26

         18.1     Notices.......................................................................................    26

         18.2     Change of Address.............................................................................    26
</TABLE>

                                       iii

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<TABLE>
<S>                                                                                                                 <C>
19.      TERMINATION............................................................................................    26

         19.1     Termination...................................................................................    26

         19.2     Termination Upon ALLTEL's Material Breach.....................................................    27

         19.3     Termination Upon Client's Material Breach.....................................................    29

         19.4     Termination of Certain Services...............................................................    31

         19.5     Termination for Convenience by Client.........................................................    31

         19.6     Operations During the Termination Period......................................................    32

         19.7     Transitional Cooperation......................................................................    33

                  (a)      Offer of Employment..................................................................    33

                  (b)      Transition...........................................................................    33

                  (c)      Return of Material...................................................................    33

                  (d)      Equipment............................................................................    34

         19.8     Survival Upon Expiration or Termination.......................................................    34

20.      CONFIDENTIALITY........................................................................................    35

20.1     Confidentiality Obligation.............................................................................    35

         20.2     GTE Confidentiality Agreement.................................................................    36

         20.3     Independent Development.......................................................................    36

         20.4     Confidentiality of this Agreement; Protective Arrangements....................................    36

21.      OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS........................................................    37

         21.1     Licenses and Permits and Compliance with Laws.................................................    37

                  (a)      Licenses and Permits.................................................................    37

                  (b)      Compliance with Laws.................................................................    37

         21.2     No Interference with Contractual Relationship.................................................    37

         21.3     Covenant of Good Faith........................................................................    37

         21.4     Authorization and Effect......................................................................    37

         21.5     Business Practices............................................................................    38
</TABLE>

                                       iv

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<TABLE>
<S>                                                                                                                 <C>
         21.6     ALLTEL Software and ALLTEL-Provided Third Party Software......................................    38

         21.7     Professional and Workmanlike..................................................................    39

         21.8     Year 2000 Compliant...........................................................................    39

         21.9     No Additional Representations or Warranties...................................................    40

22.      MISCELLANEOUS..........................................................................................    40

         22.1     Independent Contractor........................................................................    40

                  (a)      Client Supervisor Powers.............................................................    40

                  (b)      ALLTEL's Employees...................................................................    40

                  (c)      Relationship.........................................................................    40

         22.2     Assignment....................................................................................    40

         22.3     Severability..................................................................................    41

         22.4     Third Party Beneficiaries.....................................................................    41

         22.5     Governing Law; Forum Selection; Consent of Jurisdiction.......................................    41

         22.6     Executed in Counterparts......................................................................    42

         22.7     Construction..................................................................................    42

         22.8     Entire Agreement..............................................................................    42

         22.9     Amendments and Waivers........................................................................    42

         22.10    Remedies Cumulative...........................................................................    42

         22.11    Press Releases................................................................................    43

         22.12    Taxes.........................................................................................    43

         22.13    Mergers and Acquisitions......................................................................    43
</TABLE>

                                        v

<PAGE>

                                    EXHIBITS

Exhibit A         Managed Operations Services
Exhibit B         Managed Network Services
Exhibit C         Output Processing Services
Exhibit D         Call Center Services
Exhibit E         Service Fees
Exhibit F         Service Level Measurements
Exhibit G         Client-Provided Third Party Software
Exhibit H         ALLTEL Software
Exhibit I         ALLTEL-Provided Third Party Software
Exhibit J         Variable Staff
Exhibit K         Disaster Recovery Provisions
Exhibit L         Conversion Services
Exhibit M         Training Services
Exhibit N         Confidentiality Agreement
Exhibit O         GTE Confidentiality Agreement
Exhibit P         Termination of Certain Services

                                        a

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                            MASTER SERVICES AGREEMENT

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

         This is a Master Services Agreement (the "Agreement"), dated as of the
9th day of December, 1999 ("Effective Date"), by and between ALLTEL INFORMATION
SERVICES, INC. an Arkansas corporation whose principal place of business is
located at 4001 Rodney Parham Road, Little Rock, Arkansas 72212 ("ALLTEL") and
dba COMMUNICATIONS, LLC, a Delaware limited liability company, whose principal
place of business is located at 1200 19th Street, NW, Suite 500, Washington,
D.C. 20036 (the "Client").

         NOW, THEREFORE, the parties agree as follows:

1.       DEFINITIONS.

         1.1      DEFINITIONS. As used in this Agreement:

                  (a)      "Access Lines" shall mean the access lines in New
                           Mexico, Texas and Oklahoma to be acquired by Client
                           from GTE Southwest Incorporated.

                  (b)      "Affiliate" shall mean with respect to any entity,
                           any other entity Controlling, Controlled by or under
                           common Control with such entity. "Control" and its
                           derivatives shall mean the legal, beneficial, or
                           equitable ownership, directly or indirectly, of at
                           least fifty-percent (50%) of the aggregate of all
                           voting equity interests in an entity or equity
                           interests having at least fifty-percent (50%) of the
                           assets of an entity and, in the case of a
                           partnership, also includes the holding by an entity
                           (or one of its Affiliates) of the position of sole
                           general partner.

                  (c)      "ALLTEL-Provided Third Party Software" shall mean any
                           program, or part of a program which is licensed or
                           sublicensed to ALLTEL by a third party that has the
                           right to provide that license or sublicense,
                           including, without limitation, those programs
                           described in Exhibit I.

                  (d)      "ALLTEL Software" shall mean any program as described
                           in Exhibit H, or part of such program as described in
                           Exhibit H, which is owned by ALLTEL or any ALLTEL
                           Affiliate, and its related user documentation, and
                           any related modifications, upgrades or enhancements
                           to any such program or the related user documentation
                           prepared by ALLTEL or any ALLTEL Affiliate.

                  (e)      "Client-Provided Third Party Software" shall mean any
                           program, or part of a program which is licensed or
                           sublicensed to Client by a Third Party that has the
                           right to provide that license or sublicense,
                           including, without limitation, those programs
                           described in Exhibit G.

<PAGE>

                  (f)      "Client Resources" shall mean those assets, services,
                           personnel, decisions and rights, if any, provided,
                           leased, contracted for, licensed, or owned by Client,
                           including Client-Provided Third Party Software, if
                           any, to be made available at no charge to ALLTEL by
                           Client to enable ALLTEL to provide the Services and
                           described as a Client Resource in this Agreement.

                  (g)      "Days" shall mean calendar days, unless otherwise
                           specified.

                  (h)      "Expiration Date" shall mean the earliest of (i) the
                           later to occur of sixty (60) months following the
                           Managed Operations Commencement Date or the date to
                           which this Agreement is extended in accordance with
                           Section 4, or (ii) the date this Agreement is
                           terminated in accordance with Section 19.

                  (i)      "GTE Agreements" shall mean collectively the Asset
                           Purchase Agreements by and between dba NEW MEXICO
                           OPERATING CO., LLC and GTE SOUTHWEST INCORPORATED
                           dated September 3, 1999; by and between dba TEXAS
                           OPERATING CO., LP and GTE SOUTHWEST INCORPORATED
                           dated September 3, 1999; and by and between dba
                           OKLAHOMA OPERATING CO., LLC and GTE SOUTHWEST
                           INCORPORATED dated October 22, 1999._

                  (h)      "Managed Operations Commencement Date" shall mean the
                           date on which ALLTEL first processes in a production
                           environment any of Client's Access Lines.

                  (i)      "Operation Year 1" shall mean the twelve (12) month
                           period beginning on the Managed Operations
                           Commencement Date.

                  (j)      "Operation Year 2" shall mean the twelve (12) month
                           period beginning on the Day following the end of
                           Operation Year 1.

                  (k)      "Operation Year 3" shall mean the twelve (12) month
                           period beginning on the Day following the end of
                           Operation Year 2.

                  (l)      "Operation Year 4" shall mean the twelve (12) month
                           period beginning on the Day following the end of
                           Operation Year 3.

                  (m)      "Operation Year 5" shall mean the period beginning on
                           the Day following the end of Operation Year 4 and
                           ending on the Expiration Date, unless otherwise
                           agreed to by the parties.

                  (n)      "Pass-Through Expenses" shall mean those designated
                           costs or expenses under this Agreement incurred by
                           ALLTEL that shall be passed through to Client by
                           ALLTEL without mark up.

                                       2

<PAGE>

                  (o)      "Required Consents" shall mean the consents required
                           (if any) to enable ALLTEL to use any Client
                           Resources.

                  (p)      "WAN" shall mean the wide area network, hardware,
                           software and other resources used to provide the
                           Managed Network Services described in Exhibit B.

         1.2      DEFINITION CROSS-REFERENCE INDEX. As used in this Agreement,
                  the following terms are defined in the following sections of
                  the Agreement:

<TABLE>
<CAPTION>
           TERM                                                   SECTION
           ----                                                   -------
<S>                                                             <C>
              Access Line Charge                                2.1 of Exhibit E
              Affected Performance                              17.1
              Agreement                                         Preamble
              ALLTEL                                            Preamble
              ALLTEL Damages                                    19.3
              ALLTEL Termination Election Date                  19.3
              ALLTEL Work                                       12.3
              Application Support and Development               Exhibit J
              Assignment                                        22.2
              Call Center Services                              2.1
              Call Center Staff                                 Exhibit D
              Capitalized Conversion Fees                       Exhibit E
              Change Management Process                         11
              Change Order                                      11
              Client                                            Preamble
              Client Damages                                    19.2
              Client Project Manager                            9.2
              Client Termination Election Date                  19.2/19.4
              Client Work                                       12.1
              Confidentiality Agreement                         20.1
              Conversion Completion Date                        Exhibit L
              Conversion Services                               2.1
              Continuation Services                             Exhibit L
              Courts                                            22.5
              Disaster Recovery Services                        2.1
              Early Termination Notice                          19.5
              Enhancements                                      Exhibit J
              Effective Date                                    Preamble
              Escalation Procedures                             14.3
              GTE Confidentiality Agreement                     20.2
              Interest Rate                                     3.2(b)
              Local Offices                                     5.2
              Managed Network Services                          2.1
</TABLE>

                                       3

<PAGE>

<TABLE>
<S>                                                             <C>
               Managed Operations Services                      2.1
               Output Processing Services                       2.1
               Press Release                                    22.11
               Proprietary Information                          20.1
               Service Level Measurements                       Exhibit F
               Services                                         2.1
               Service Fees                                     3.1
               Software Development and Methodology Process     Exhibit J
               Table Administration                             Exhibit J
               Term                                             4
               Termination Completion Date                      19.5
               Termination Election Date                        19.2(a)
               Training Services                                2.1
               Variable Staff                                   9.3
</TABLE>

2.       SERVICES.

         2.1      SERVICES. This Agreement among other things sets forth the
                  terms and conditions for the provision by ALLTEL to Client of
                  various services, during the Term hereof, comprised of the
                  "Managed Operations Services" as described in Exhibit A, the
                  "Managed Network Services" described in Exhibit B, the "Output
                  Processing Services" described in Exhibit C, the "Call Center
                  Services" described in Exhibit D, Application Support and
                  Development and Table Administration provided by the Variable
                  Staff as described in Exhibit J, the "Conversion Services"
                  described in Exhibit L, the "Disaster Recovery Services"
                  described in Exhibit K and the "Training Services" described
                  in Exhibit M (individually and collectively the "Services").
                  ALLTEL shall provide the Services in a commercially reasonable
                  manner and in accordance with the Service Level Measurements
                  and other standards set forth in the Agreement including its
                  Exhibits. Client is a start-up business with little
                  infrastructure as of the Effective Date. Therefore, the
                  parties recognize the need for a high degree of cooperation to
                  be successful, and need to work together to overcome
                  unanticipated and unexpected problems. The core of the
                  Services solution will be the ALLTEL Software. The Client's
                  business plan forecasts rapid customer growth which will have
                  a significant effect on Client's business requirements.
                  Although ALLTEL will implement the ALLTEL Software with
                  minimal enhancements, the parties shall cooperate to enhance
                  the functionality of the systems, through use of the Variable
                  Staff, to address unanticipated business needs and provide
                  enhanced functionality as the Client's customer base grows.
                  ALLTEL will provide the Services on its own and/or through one
                  or more ALLTEL Affiliates and/or subcontractors, provided that
                  any subcontractors shall be approved in advance by Client and
                  that ALLTEL remains responsible for assuring any
                  subcontractors perform in accordance with this Agreement.
                  Except for the Training Services described in Exhibit M, the
                  Call Center Services described in Exhibit D, and the Services
                  described in Exhibit P, ALLTEL shall be the sole and exclusive
                  provider

                                       4

<PAGE>

                  of the Services to Client with respect to the Access Lines.
                  Client agrees to notify ALLTEL of new opportunities to provide
                  similar or related wireline information technology Services to
                  Client, including, without limitation, providing new
                  outsourcing services, and to allow ALLTEL to bid on such
                  opportunities. Client also agrees to notify ALLTEL of
                  opportunities to provide other telecommunication information
                  technology services that are materially different from the
                  Services (such as wireless and CLEC services) which are within
                  ALLTEL's expertise and to allow ALLTEL to bid on such
                  services. In neither event shall Client be required to select
                  ALLTEL's bid or shall ALLTEL be required to bid. If ALLTEL is
                  selected to provide additional services, the services shall be
                  included within the scope of this Agreement, by written
                  amendment, or in a separate agreement. Client acknowledges
                  that ALLTEL cannot provide the Services without the active
                  participation and involvement of Client, and in some cases,
                  without Client first completing certain pre-requisite
                  activities, such as providing the Local Offices in accordance
                  with Section 5.2 hereof and satisfying its responsibilities
                  with regard to the provision of Client Resources. To the
                  extent such participation and involvement is not specifically
                  described in this Agreement, ALLTEL shall be responsible for
                  timely notifying Client of any required support.

         2.2      EXHIBITS. Exhibits A-P form a part of this Agreement and
                  "Agreement" shall mean both this Master Services Agreement and
                  its Exhibits. The Service-specific terms, conditions,
                  responsibilities and delivery schedules set forth in the
                  Exhibits shall govern the provision of the relevant Service.
                  Any new terms, conditions, responsibilities or delivery
                  schedules which may be specifically applicable to any
                  particular Service, as they are negotiated through the course
                  of business, shall be set forth in writing and executed by the
                  parties and added to this Agreement as a Change Order or
                  amendment. Such action shall not constitute a modification or
                  change of any provision of this Agreement or of any other
                  provision of any other Exhibit, unless expressly stated in
                  such written amendment. Unless otherwise agreed to by the
                  parties hereunder, the Services to be rendered by ALLTEL to
                  Client are limited to those Services which are described in
                  this Agreement and the Exhibits.

3.       FEES AND PAYMENT ARRANGEMENTS.

         3.1      SERVICE FEES. In consideration for the Service Fees set forth
                  in Exhibit E, ALLTEL, shall provide to Client the Services and
                  tangible property and intangible intellectual property used to
                  provide the Services under this Agreement.

         3.2      PAYMENTS BY CLIENT.

                  (a)      INVOICING AND PAYMENT REQUIREMENTS.For those Service
                           Fees under this Agreement that are payable in
                           accordance with this Section, ALLTEL shall invoice
                           Client as provided in Exhibit E for such Service
                           Fees, as well

                                       5

<PAGE>

                           as for any known Pass-Through Expenses and any other
                           applicable charges set forth in this Agreement. In
                           accordance with Section 3.2(a), Client shall pay
                           ALLTEL the invoiced amount in full within thirty (30)
                           Days of the date of the invoice but in no event
                           earlier than fourteen (14) Days from Client's receipt
                           of invoice. All payments under this Section shall be
                           made by Client to ALLTEL by check or wire transfer of
                           immediately available funds to an account or accounts
                           designated by ALLTEL. In the event that the due date
                           is not a Day upon which banks are open in the United
                           States, then the due date of payment shall be the
                           immediately following date upon which banks are open
                           in the United States.

                  (b)      PAST DUE AMOUNTS.Any amount not received by the
                           thirtieth (30th) Day after the date that the payment
                           was due, shall be subject to interest on the balance
                           overdue at a rate equal to the lesser of: (i) the
                           prime rate plus two percent per annum as announced
                           from time to time by the Bank of America (Little
                           Rock, Arkansas main office) or its successor or (ii)
                           the highest rate permitted by law, (the "Interest
                           Rate") in each case, for the number of Days from the
                           payment due date up to and including the date payment
                           is actually made by Client (calculated on the basis
                           of the actual Days in the applicable calendar year).
                           Should Client reasonably and in good faith dispute
                           all or any portion of the amount due on any invoice
                           or require any adjustment to an invoiced amount,
                           Client shall notify ALLTEL in writing, prior to the
                           due date of that invoice, of the nature and basis of
                           the dispute and/or adjustment as soon as possible
                           using the dispute resolution procedures set forth in
                           Section 14 of this Agreement. The parties each shall
                           use their reasonable best efforts to resolve the
                           dispute prior to the payment due date. If the
                           parties, however, are unable to resolve the dispute
                           prior to the payment due date, Client shall pay the
                           disputed amount (in an amount not to exceed two times
                           the monthly Service Fees for Managed Operations for
                           the month of the dispute) into an interest-bearing
                           escrow account with a mutually agreeable independent
                           financial institution pending resolution of the
                           dispute. Regardless of which party prevails in the
                           dispute, Client and ALLTEL shall each pay one-half of
                           the cost of the escrow account. Upon resolution of
                           such dispute, any portion of the disputed amount
                           determined to have been payable to ALLTEL, together
                           with accrued interest thereon, shall be disbursed to
                           ALLTEL and all remaining amounts, together with
                           accrued interest thereon, shall be disbursed to
                           Client. Client shall pay disputed amounts to the
                           extent they exceed two times the monthly Service Fees
                           for Managed Operations for the month of the dispute
                           to ALLTEL by the due date. If it is ultimately
                           determined that such amount should not have been paid
                           by Client to ALLTEL, ALLTEL shall credit this amount,
                           plus interest at the Interest Rate through the due
                           date of the Client's next invoice, in accordance with
                           Section 14.1 of this Agreement on Client's next
                           invoice.

                                       6

<PAGE>

4.       TERM. The term of this Agreement shall begin on the Effective Date and
         end on the Expiration Date (the "Term"). At least nine (9) months prior
         to the Expiration Date, ALLTEL may submit to Client a written proposal
         for renewal of this Agreement for an additional term as specified in
         such proposal. Client shall respond to such proposal within three (3)
         months following receipt thereof.

5.       PREMISES AND SECURITY.

         5.1      PREMISES FOR DATA PROCESSING. With the exception of the
                  services to be performed by the ALLTEL Account Manager and any
                  Variable Staff working on-site at Client's facility in
                  accordance with this Section, ALLTEL shall perform the
                  Services identified in this Agreement at facilities owned by
                  ALLTEL or an ALLTEL Affiliate. Client recognizes that Disaster
                  Recovery Services as described in Exhibit K may be provided by
                  a third party, if deemed appropriate by ALLTEL.

         5.2      LOCAL OFFICES. On the Effective Date, Client shall provide
                  ALLTEL, without any charge or cost, with adequate premises, in
                  good repair, at Client's headquarters facility, to perform the
                  Services under this Agreement (the "Local Offices"). Without
                  limiting the generality of the foregoing, Client agrees to
                  provide the ALLTEL Account Manager and other employees of
                  ALLTEL providing Services to Client, including, but not
                  limited to, any Variable Staff working on-site at the Local
                  Offices with premises, services and office equipment under the
                  same conditions as provided to employees of Client. ALLTEL
                  will provide Client with reasonable advance notice of its
                  space and other needs at the Local Offices. The ALLTEL Account
                  Manager shall be provided with a private office. ALLTEL will
                  use the Local Offices solely in connection with the Services
                  to Client. ALLTEL is not responsible for any injury or damage
                  to property or persons which occurs in or around the Local
                  Offices unless it is caused by the negligent or intentional
                  acts of ALLTEL. Client will provide telephone instruments and
                  telephone service, including, without limitation, long
                  distance for ALLTEL, without any charge or cost, to operate
                  the Local Offices and provide the Services hereunder to
                  Client. In the event Client desires to move the Local Offices
                  after the Effective Date, whether such move is internal within
                  Client or external, Client shall provide ALLTEL notice of such
                  move as soon as reasonably practicable and Client shall
                  reimburse ALLTEL for any cost incurred by ALLTEL resulting
                  from such move.

         5.3      SECURITY STANDARDS. Client agrees to provide ALLTEL with a
                  copy of its safety, security, and facilities polices that are
                  applicable to all of its employees in the Local Offices, and
                  ALLTEL agrees to abide by such communicated policies. Client
                  will reimburse ALLTEL for its actual costs incurred as a
                  Pass-Through Expense if adherence to such policies requested
                  or required by Client increases ALLTEL's costs of operation.

6.       CLIENT RESOURCES.

                                       7

<PAGE>

         6.1      CLIENT RESOURCES. Client acknowledges that certain Client
                  Resources will be required in order for ALLTEL to provide the
                  Services. During the Term, Client will provide at no charge to
                  ALLTEL the Client Resources specified in this Agreement for
                  ALLTEL's use in providing the Services.

         6.2      REQUIRED CONSENTS.

                  (a)      COOPERATION. Client shall be required to obtain all
                           Required Consents. Upon Client's request, ALLTEL
                           shall assist Client in obtaining the Required
                           Consents. Once each such Required Consent has been
                           obtained, Client shall provide a copy of it to
                           ALLTEL. Until such time as the Required Consent has
                           been obtained by Client, any right to use the
                           affected Client Resource shall not be deemed to have
                           been transferred to ALLTEL, and the parties shall
                           cooperate with each other in achieving a reasonable
                           alternative arrangement for the use of the affected
                           Client Resources.

                  (b)      COSTS. Any cost incurred by ALLTEL at Client's
                           request in obtaining a Required Consent shall be
                           separately charged by ALLTEL to Client as a
                           Pass-Through Expense.

7.       HARDWARE, TECHNICAL SYSTEMS, SUPPLIES, AND POSTAGE.

         7.1      HARDWARE AND TECHNICAL SYSTEMS. As part of the Services,
                  ALLTEL shall provide the hardware, technical systems
                  (non-application software products and tools) and related
                  equipment specified as being provided by ALLTEL in the
                  Exhibits in order to perform the defined Services. During the
                  Term and subject to Section 19.5(d) hereof, ALLTEL shall own
                  all of such hardware and equipment, and hold the licenses
                  and/or leases for all such technical systems.

         7.2      HARDWARE MAINTENANCE AND TECHNICAL SYSTEMS MAINTENANCE. ALLTEL
                  will provide as part of the Service Fees all third party
                  hardware maintenance and technical systems maintenance for the
                  hardware, technical systems and related equipment specified in
                  the Exhibits as being provided by ALLTEL.

         7.3      TERMINALS/WORKSTATIONS/NETWORK EQUIPMENT. Except as otherwise
                  specified in the Exhibits, Client will (as a Client Resource)
                  procure and pay all costs, including, without limitation, all
                  hardware maintenance fees and software license and maintenance
                  fees, of purchasing, leasing, installing, utilizing and owning
                  personal computers, (terminals, workstations, LAN software and
                  equipment and WAN equipment not specified as an ALLTEL
                  responsibility under Exhibit B) used by Client's personnel.

                                       8

<PAGE>

         7.4      SUPPLIES, FORMS AND POSTAGE. ALLTEL will provide, as part of
                  the Service Fees, magnetic tapes, tape cartridges, impact
                  printer ribbons, bill stock, envelopes, and an initial supply
                  of certain internal forms required to perform the Services
                  during the Term of this Agreement. Client agrees to reimburse
                  ALLTEL on a Pass-Through Expense basis for any costs incurred
                  by ALLTEL for postage necessary to perform the Services.
                  Client will provide, at no cost to ALLTEL, inserts and any
                  special forms necessary for ALLTEL to meet the processing
                  requirements of Client, as well as adequate transportation and
                  storage therefor, including boxes and other packing materials
                  required for the transportation of those inserts and special
                  forms to ALLTEL's processing facility.

8.       SOFTWARE.

         8.1      USER MANUALS. ALLTEL will deliver or cause to be delivered to
                  Client one copy of the ALLTEL Software user manuals within
                  thirty (30) days after execution of this Agreement. All of
                  such manuals shall be provided in the English language. ALLTEL
                  consents to the reproduction of such ALLTEL Software user
                  manuals by Client in accordance with this Agreement. Client
                  may order additional copies of the ALLTEL Software user
                  manuals at a price of US$100.00 per set. ALLTEL agrees to
                  provide Client with one (1) copy of the user manuals for
                  ALLTEL-Provided Third Party Software and additional copies as
                  permitted under the applicable license agreements.

         8.2      THIRD PARTY SOFTWARE AND MAINTENANCE.

                  (a)      THIRD PARTY SOFTWARE. Exhibit G sets forth a list of
                           all Client-Provided Third Party Software, and Exhibit
                           I sets forth a list of all ALLTEL-Provided Third
                           Party Software as of the Effective Date that are
                           included within the Service Fees. ALLTEL will use all
                           Client-Provided Third Party Software for the
                           exclusive use by ALLTEL in connection with the
                           Services to Client. Additional use of Client-Provided
                           Third Party Software by ALLTEL shall require the
                           prior written consent of Client. For any
                           Client-Provided Third Party Software that is not
                           listed on Exhibit G, ALLTEL reserves the right in
                           advance of any processing or use of any
                           Client-Provided Third Party Software to assure
                           compatibility with equipment and consistency with
                           other processing requirements, techniques, and
                           standards. If any use of such Client-Provided Third
                           Party Software increases or decreases ALLTEL's
                           operating costs, ALLTEL will so advise Client, and
                           both Client and ALLTEL will negotiate to agree upon
                           the appropriate changes to the Service Fees. Client
                           will procure all consents and pay any expenses
                           necessary to allow ALLTEL to use any Client-Provided
                           Third Party Software. ALLTEL will procure all
                           consents and pay any expenses necessary to allow
                           ALLTEL to use any ALLTEL-Provided Third Party
                           Software. If a defect occurs in the Client-Provided
                           Third Party Software or if such Client-Provided Third
                           Party Software does

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<PAGE>

                           not function in accordance with its specifications
                           during the Term of the Agreement, ALLTEL and Client
                           shall cooperate fully with each other to cause such
                           third party to correct promptly such defect to the
                           extent required under the applicable agreement. To
                           the extent that any Client-Provided Third Party
                           Software or necessary part thereof is not made
                           available to ALLTEL or if a defect in any
                           Client-Provided Third Party Software or necessary
                           part thereof inhibits ALLTEL's provision of the
                           Services, and despite ALLTEL's reasonable efforts to
                           avoid and minimize such occurrence, ALLTEL shall be
                           excused from providing such Services until at least
                           the Client-Provided Third Party Software is made
                           available or the defect remedied plus a reasonable
                           time thereafter. ALLTEL agrees to use its reasonable
                           best efforts to propose interim "work around"
                           solutions and to contact and negotiate with such
                           third party software vendors in an effort to
                           accomplish the prompt elimination of any problems,
                           and Client agrees to reimburse ALLTEL on a
                           Pass-Through Expense basis for any costs incurred by
                           ALLTEL outside of the Variable Staff in providing
                           such interim "work around" solutions. Notwithstanding
                           the foregoing, ALLTEL shall be responsible for any
                           defects or availability issues with respect to all
                           ALLTEL Software or ALLTEL-Provided Third Party
                           Software.

                  (b)      THIRD PARTY SOFTWARE MAINTENANCE. During the Term,
                           Client will provide and pay for all Third Party
                           Software maintenance for the Client-Provided Third
                           Party Software listed in Exhibit G. During the Term,
                           ALLTEL will provide as part of the Service Fees all
                           third party software maintenance for the
                           ALLTEL-Provided Third Party Software listed in
                           Exhibit I.

         8.3      ALLTEL SOFTWARE. Exhibit H sets forth the list of all ALLTEL
                  Software that is used by ALLTEL to provide the Services and
                  included within the Service Fees.] ALLTEL shall provide Client
                  with notice of any replacement systems for the ALLTEL Software
                  which are made generally available to other customers of
                  ALLTEL. A replacement system refers to a new system developed
                  or purchased which provides technical and or feature/function
                  improvements over the system being replaced. At Client's
                  option, Client may either remain on the ALLTEL Software
                  through the Term of this Agreement or may convert to the
                  replacement system, provided that Client pays to ALLTEL
                  Service Fees for the conversion, training and other services
                  related to converting to the replacement system. Negotiation
                  of terms and conditions related to conversion to any
                  replacement system shall be mutually agreed by the parties
                  based ALLTEL's current hourly rates as set forth in Section
                  5.3 of Exhibit E for the work required for the conversion and
                  shall be managed through the Change Management Process set
                  forth in Section 11.1.

         8.4      INSTALLATION OF NEW RELEASES, UPDATES AND ENHANCEMENTS. All
                  changes to the ALLTEL Software, including but not limited to
                  Enhancements, shall be made

                                       10

<PAGE>

                  in accordance with ALLTEL's Software Development Methodology
                  Process as described in Exhibit J. All changes to the
                  ALLTEL-Provided Third Party Software being provided to Client,
                  including the installation of enhancements, updates and new
                  releases of the ALLTEL-Provided Third Party Software, shall be
                  made through the Change Management Process set forth in
                  Section 11.1 and only with the prior approval of Client, which
                  shall not be unreasonably withheld, provided, however, Client
                  agrees to provide all necessary approvals in order to ensure
                  that the version of the ALLTEL-Provided Third Party Software
                  in production with Client shall not be more than two (2) major
                  releases behind that version of the ALLTEL-Provided Third
                  Party Software then generally available to the public. ALLTEL
                  shall make available to Client all enhancements, updates and
                  releases to ALLTEL-Provided Third Party Software which ALLTEL
                  makes available to any other customers of ALLTEL who also use
                  the ALLTEL-Provided Third Party Software and Client agrees to
                  cooperate with other customers of ALLTEL who also use the
                  ALLTEL-Provided Third Party Software so that all such
                  customers and Client are on the same version of each
                  application of the ALLTEL-Provided Third Party Software.
                  Client shall allocate Variable Staff to perform the
                  Enhancements of the ALLTEL Software if such Enhancements are
                  the result of Client initiated changes or requests as
                  described in Exhibit J. Client shall allocate Variable Staff
                  to install the enhancements, updates and new releases of the
                  ALLTEL-Provided Third Party Software. If other customers of
                  ALLTEL also use the same application of the ALLTEL-Provided
                  Third Party Software, Client's allocation of Variable Staff to
                  install the enhancements, updates and new releases shall be
                  limited to the proportion of the necessary technical resources
                  that the number of Access Lines bears to the total number of
                  access lines processed by ALLTEL using such ALLTEL-Provided
                  Third Party Software application.

                  Similarly, for all Client-Provided Third Party Software,
                  Client agrees, upon notification by ALLTEL, and unless
                  mutually agreed otherwise, to take all necessary steps in
                  order to ensure that the version of the Client-Provided Third
                  Party Software in production with Client is not more than two
                  (2) major releases behind the version of the Client-Provided
                  Third Party Software then generally available to the public.
                  Client is responsible for the costs of upgrading any
                  Client-Provided Third Party Software but may allocate Variable
                  Staff to install such upgrades. Except with respect to the
                  costs of retrofitting custom code (e.g. client-requested
                  modifications), if ALLTEL requests a change or modification to
                  Client-Provided Third Party Software and such change is not
                  the result of an enhancement, update or new release of the
                  ALLTEL-Provided Third Party Software or Enhancements of the
                  ALLTEL Software or of performance issues with the
                  Client-Provided Third Party Software, then ALLTEL shall be
                  responsible for the costs associated with such change or
                  modification to the Client-Provided Third Party Software.
                  Variable Staff shall be used to retrofit custom code to
                  accommodate enhancements, updates, and new releases. Client
                  shall bear any additional cost of retrofitting Client's custom
                  code to accommodate

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<PAGE>

                  enhancements, updates, and new releases, including the cost of
                  additional Variable Staff, if necessary.

9.       PERSONNEL AND COMMITTEES.

         9.1      ALLTEL ACCOUNT MANAGER. ALLTEL will assign a mutually
                  agreeable individual (the "ALLTEL Account Manager") who will,
                  on a full time basis, oversee and manage the Services under
                  this Agreement. ALLTEL shall notify the Client of the identity
                  of the initial ALLTEL Account Manager by November 30, 1999.
                  Prior to assigning an individual as ALLTEL Account Manager,
                  whether as an initial assignment or a replacement, ALLTEL
                  shall notify Client of the proposed assignment, provide Client
                  with a resume of the proposed ALLTEL Account Manager, give
                  Client an opportunity to interview such proposed ALLTEL
                  Account Manager, and use its reasonable and good faith efforts
                  to provide the individual reasonably requested by Client. If
                  Client reasonably and in good faith objects to the proposed
                  assignment, ALLTEL will not assign the individual to that
                  position and will propose to Client the assignment of another
                  individual of like skill and similar experience.

         9.2      CLIENT PROJECT MANAGER. Client will assign an individual (the
                  "Client Project Manager") who will serve as Client's primary
                  point of contact for all communications with ALLTEL with
                  respect to this Agreement. Client shall notify ALLTEL of the
                  identity of the initial Client Project Manager by November 30,
                  1999. Prior to the selection of any replacement Client Project
                  Manager, Client shall give notice to ALLTEL of such selection
                  or change, will provide ALLTEL a resume of the proposed Client
                  Project Manager and shall give ALLTEL an opportunity to
                  interview such proposed Client Project Manager.
                  Notwithstanding, the selection of any replacement Client
                  Project Manager shall be at Client's sole discretion.

         9.3      ALLTEL VARIABLE STAFF. ALLTEL will provide the staffing level
                  of development and analyst personnel set forth in Exhibit J,
                  whose primary responsibilities will be to provide
                  discretionary programming and business analyst services to
                  Client (the "Variable Staff"); these services are described
                  more fully in Exhibit J. Subject to a reasonable time for
                  replacements in the event of resignations or terminations,
                  ALLTEL will maintain such staffing levels of the Variable
                  Staff throughout the Term of this Agreement. Client shall have
                  the right to establish all programming and project priorities
                  of the Variable Staff. Changes in priorities, which require
                  reassignment of the Variable Staff to other responsibilities
                  or any decrease in the number of the Variable Staff, may
                  result in an enlargement of ALLTEL's time to complete certain
                  tasks hereunder. ALLTEL has the right to transfer or terminate
                  any employee of ALLTEL that is a member of the Variable Staff,
                  provided that: (i) ALLTEL effects transfers of Variable Staff
                  in a manner which will not have a material adverse effect on
                  Client's ongoing business; (ii) ALLTEL gives Client notice of
                  the transfer of any Variable Staff

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<PAGE>

                  prior to transfer and notice of the termination of any
                  Variable Staff as soon as practicable following termination if
                  the transfer or termination of such Variable Staff is
                  reasonably expected to have an effect on Client's business;
                  (iii) ALLTEL includes within such notice an explanation of the
                  training and experience level of the individual(s) proposed to
                  replace such transferred or terminated Variable Staff; (iv)
                  replacement Variable Staff have abilities and qualifications
                  comparable to the transferred or terminated Variable Staff;
                  (v) if the Variable Staff is being transferred, the
                  replacement Variable Staff commences work within a time so as
                  to permit ALLTEL to meet ALLTEL's commitments to Client for
                  price and delivery dates; and (vi) if the Variable Staff
                  resigns or is terminated, the replacement Variable Staff
                  commences work on the Variable Staff within a reasonable time
                  and in no event later than thirty (30) Days after the
                  terminated employee leaves the Variable Staff. If Client
                  requests that a member of the Variable Staff be replaced due
                  to lack of performance or if Client reasonably and in good
                  faith determines that the continued assignment by ALLTEL of
                  any member of the Variable Staff to perform Services under
                  this Agreement is adversely affecting the interests of Client,
                  then ALLTEL shall replace such member of the Variable Staff
                  with a person of like skill and similar experience.

         9.4      VARIABLE STAFF CHANGES. At any time during the Term and upon
                  Client's request, ALLTEL will use its reasonable best efforts
                  to provide increases or decreases, but not below the stated
                  minimum, to the Variable Staff, on either a short or long term
                  basis. Client acknowledges that increases to Variable Staff
                  may not be available at the time of Client's request and both
                  parties agree to cooperate to effect the increase as soon as
                  practicable. For short term (less than one (1) year) changes,
                  ALLTEL will provide a proposal to Client identifying the
                  change that such request will have on the scope and quality of
                  the Services, as well as the applicable hourly rate(s) (plus
                  expenses) for such personnel. For long term (one (1) year or
                  more) changes, ALLTEL will provide a proposal to Client
                  identifying the change that such request will have on the
                  scope and quality of the Services, as well as the applicable
                  increase or decrease to the Service Fees. Upon request from
                  Client, ALLTEL will use its reasonable best efforts to provide
                  dedicated Variable Staff on-site at the Local Offices or at
                  the Client's call center facilities. ALLTEL will provide
                  Client with a proposal identifying any Pass-Through Expenses
                  associated with the dedication of Variable Staff at Client's
                  location. Client acknowledges that it generally takes ninety
                  (90) Days for ALLTEL to provide a long-term (more than one (1)
                  year) increase to the Variable Staff or to provide dedicated
                  Variable Staff on-site at the Local Offices and ALLTEL agrees
                  to use its reasonable and good faith efforts to provide the
                  increase in accordance with Client's requested schedule.
                  Client may request increases to the Variable Staff in order to
                  redirect their priorities or to ask ALLTEL to undertake out of
                  scope of Services under this Agreement. In the case of either
                  an increase or decrease in the Variable Staff or dedication of
                  Variable Staff at the Local Offices or Client's call center
                  facilities, each party agrees to negotiate an

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<PAGE>

                  appropriate amendment to this Agreement setting forth all
                  relevant personnel, price and Service changes.

         9.6      EFFECTIVE PLANNING AND COMMUNICATIONS.

                  (a)      OPEN COMMUNICATION. ALLTEL and Client agree that
                           effective planning and communication are necessary to
                           provide overall direction for the Services identified
                           in this Agreement, and that each will work to promote
                           a free and open exchange of information between
                           ALLTEL personnel, Client senior management, and
                           Client user departments.

                  (b)      STEERING COMMITTEE. Client shall establish an
                           executive steering committee to oversee the Services
                           performed under this Agreement (the "Executive
                           Steering Committee"), which shall be comprised of the
                           ALLTEL Account Manager and a sufficient number of
                           Client's senior management to represent effectively
                           the major user functions or departments of Client
                           that are involved in ALLTEL's performance of the
                           services. The Executive Steering Committee or its
                           designees will be responsible for the monitoring of
                           ALLTEL's performance with regard to the Services
                           provided in this Agreement and its Exhibits, and the
                           Committee shall meet monthly, unless a more or less
                           frequent period of time is agreed to by both parties.

10.      FILES AND PROGRAMS, STORAGE, AND DISASTER RECOVERY.

         10.1     BACKUP. After such time as ALLTEL receives and operates
                  Client's data on appropriate media in electronic format,
                  ALLTEL will provide and maintain reasonable backup files on
                  appropriate media for such Client data. ALLTEL will also
                  reasonably backup all programs utilized to process Client's
                  data in accordance with ALLTEL's production standards. ALLTEL
                  agrees to provide off-site storage and transportation for all
                  backup data files and programs produced for Client. If
                  requested by Client, ALLTEL shall provide Client with a
                  quarterly listing of the names of data files and programs for
                  verification of the items in storage.

         10.2     DATA RETENTION. At ALLTEL's discretion, ALLTEL shall either
                  retain billing and customer data records or shall provide
                  Client with copies of billing and customer data records on a
                  mutually agreeable schedule and medium so that Client may
                  retain such records for sufficient time to permit Client to
                  satisfy its regulatory obligations.

         10.3     DISASTER RECOVERY. ALLTEL shall provide Disaster Recovery
                  Services in accordance with Exhibit K.

11.      CHANGE MANAGEMENT PROCESS.

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<PAGE>

         11.1     CHANGE MANAGEMENT PROCESS.Either party may, at any time by
                  written order to the other party, request changes to the
                  Services pursuant to its rights set forth in this Agreement
                  ("Change Order"). The parties shall negotiate in writing any
                  Change Order in good faith and such Change Order shall take
                  effect as mutually agreed to by both parties in writing;
                  provided, however, ALLTEL shall have the right to refuse to
                  agree to any Change Order having the effect of terminating one
                  or more of the Services (except as provided in 11.2 or in
                  Section 19.4 and 19.5), which ALLTEL believes is technically
                  not feasible or which would require ALLTEL to provide services
                  outside of ALLTEL's area of expertise. If any Change Order
                  results in an increase or decrease in the cost or time
                  required for ALLTEL's performance of any of the Services, an
                  equitable adjustment to any or all of the cost, delivery
                  schedule, or the Service Fees set forth in Exhibit E shall be
                  negotiated by the parties, and the Agreement and appropriate
                  Exhibits shall be amended to reflect such approved Change
                  Order. ALLTEL may, but is not obligated to, begin work on the
                  Change Order until such time as Client and ALLTEL shall have
                  reached an equitable adjustment to the cost and delivery
                  schedule.

         11.2     TRANSITION OF CERTAIN ACCESS LINES TO THE MESCALERO INDIANS.
                  ALLTEL agrees that Client may convert certain of the Access
                  Lines acquired by the Mescalero Apache Tribe ("Mescalero") to
                  non-ALLTEL systems as a part of the transition of such lines
                  to the Mescalero. Nothing herein shall impose any obligation
                  upon ALLTEL to provide processing or other services to the
                  Mescalero. Client shall give ALLTEL notice of such transition
                  in accordance with the Change Management Process described in
                  Section 11.1. Such notice shall include a description of the
                  activities required of ALLTEL in connection with such
                  transition. ALLTEL and Client shall cooperate to affect an
                  orderly and uninterrupted transition of the access lines to
                  the Mescalero or the Mescalero's designee. The Change Order
                  shall not take effect until the parties mutually agree upon
                  each party's roles and responsibilities and the additional
                  Service Fees associated with the transition/conversion.

12.      INTELLECTUAL PROPERTY RIGHTS.

         12.1     MODIFICATIONS TO CLIENT-PROVIDED THIRD PARTY SOFTWARE. Any
                  writing or work of authorship, regardless of medium, created
                  or developed by ALLTEL at Client's request in the course of
                  performing the Services under this Agreement (except for
                  writings or works of authorship incorporated into or relating
                  to the ALLTEL Software or ALLTEL-Provided Third Party
                  Software) including, but not limited to, software, source
                  code, blueprints, diagrams, flow charts, specifications or
                  functional descriptions, and specifically including any
                  modifications, enhancements, interfaces (other than interfaces
                  to the ALLTEL Software) (individually, a "Client Work") shall
                  be deemed a "work for hire", and the sole and exclusive
                  property of Client (except that no such writing or work of
                  authorship relating to the Client-Provided Third Party
                  Software shall be a Client

                                       15

<PAGE>

                  Work if the license agreement governing the Third Party
                  Software prohibits the granting of such right). The term
                  "Client Work" shall not include the ALLTEL Software, or any
                  modifications thereto, as well as any writing or work of
                  authorship, regardless of medium, relating to or evidencing
                  the ALLTEL Software. To the extent any Client Work is not
                  deemed a "work for hire" under applicable law, ALLTEL hereby
                  irrevocably assigns, transfers and conveys to Client all of
                  its right, title and interest in such Client Work, including
                  but not limited to, all rights of patent, copyright, trade
                  secret, know-how and other proprietary and associated rights
                  in such Client Work. ALLTEL agrees to execute such other
                  documents or take such other actions as Client may reasonably
                  request to perfect Client's ownership of any Client Work of
                  which Client is granted ownership under this Section. Subject
                  to ALLTEL's obligations to Client under Section 20 hereof, the
                  parties acknowledge that Client's ownership of any such Client
                  Work shall not preclude ALLTEL from developing for other
                  ALLTEL customers any work or works which are the same or
                  substantially similar to a Client Work or Client Works.

         12.2     OWNERSHIP OF ALLTEL SOFTWARE. As of the date hereof, and at
                  all times hereafter, ALLTEL shall be the sole and exclusive
                  owner of all right, title, and interest in and to the ALLTEL
                  Software, including, without limitation, all intellectual
                  property and other rights with respect to the ALLTEL Software.
                  The parties acknowledge that this Agreement in no way limits
                  or restricts ALLTEL and the ALLTEL Affiliates from developing
                  or marketing on their own or for any third party in the United
                  States or any other country the ALLTEL Software, as from time
                  to time constituted (including, but not limited to, any
                  modification, enhancement, interface, upgrade, change and all
                  software, source code, blueprints, diagrams, flow charts,
                  specifications, functional descriptions or training materials
                  relating thereto) without payment of any compensation to
                  Client, or any notice to Client.

         12.3     MODIFICATIONS TO ALLTEL SOFTWARE. Any writing or work of
                  authorship, regardless of medium, created or developed by
                  ALLTEL, Client, or any third party in the course of performing
                  the Services under this Agreement and relating to the ALLTEL
                  Software or ALLTEL-Provided Third Party Software including but
                  not limited to, any software, source code, blueprints,
                  diagrams, flow charts, specifications or functional
                  descriptions, and any modifications, enhancements, and
                  interfaces, (individually an "ALLTEL Work") shall not be
                  deemed a "work for hire", but shall be owned solely and
                  exclusively by ALLTEL (except that no such writing or work of
                  authorship relating to the ALLTEL-Provided Third Party
                  Software shall be an ALLTEL Work if the license agreement
                  governing the Third Party Software prohibits the granting of
                  such right). Subject to the confidentiality provisions of this
                  Agreement, Client shall have a perpetual royalty-free license
                  to use any writing or work of authorship created or developed
                  by Client relating to the ALLTEL Software and owned by ALLTEL
                  pursuant to this Section. To the extent any ALLTEL Work for
                  any reason is determined not to be owned by

                                       16

<PAGE>


                  ALLTEL, Client hereby irrevocably assigns, transfers and
                  conveys to ALLTEL all of Client's right, title, and interest
                  in such ALLTEL Work, including, but not limited to, all rights
                  of patent, copyright, trade secret, know-how, and or other
                  proprietary and associated rights in such ALLTEL Work. Client
                  agrees to execute such documents and take such other actions
                  as ALLTEL may reasonably request to perfect ALLTEL's ownership
                  of any such ALLTEL Work. Client agrees and acknowledges that
                  ALLTEL and the ALLTEL Affiliates shall have the right to
                  undertake parallel efforts to develop, market and make
                  available for itself or any third party, without the consent
                  of or compensation to Client, any interfaces, modifications,
                  upgrades, enhancements or changes to the ALLTEL Software or
                  any ALLTEL-Provided Third Party Software without regard to
                  whether such interfaces, modifications, upgrades, enhancements
                  or changes may be the same as, substantially similar to, or
                  different from ALLTEL Work, as long as such efforts are
                  performed in accordance with ALLTEL's obligations to Client
                  under Section 20 hereof.

13.      AUDITS.

         13.1     CLIENT'S AUDITS. As reasonably requested by Client, ALLTEL
                  shall cooperate with Client and its internal or external
                  auditors and regulators for the purpose of Client's regulatory
                  compliance at Client's facilities. Promptly following any
                  audit, whether conducted by Client's internal or external
                  auditors, Client will request that its auditors conduct an
                  exit conference with ALLTEL and will provide ALLTEL as soon
                  thereafter as reasonably possible a copy of each report
                  prepared as a result of such audit examination relating to
                  data processing whether in draft or final form. In addition,
                  Client will provide or will instruct its auditors to provide
                  ALLTEL with a copy of that portion of each written report
                  containing comments concerning ALLTEL or the Services
                  performed by ALLTEL pursuant to this Agreement. Client shall
                  reimburse ALLTEL as a Pass-Through Expense for reasonable
                  costs incurred by ALLTEL in cooperating with Client in
                  connection with Client's audit, provided that ALLTEL shall
                  bear its costs of follow-on investigations resulting from the
                  audit, of remedying any problems related to ALLTEL's
                  performance, and of verifying that any problems related to
                  ALLTEL's performance have been remedied.

         13.2     EXCLUDED MATERIALS. Nothing in this Section 13 shall be
                  construed to require ALLTEL to provide Client with access to
                  any records of whatever kind which contain information
                  pertaining to any person or entity other than Client. In the
                  event that the records contain commingled information relating
                  to Client and a person or entity other than Client, ALLTEL
                  shall mask or take other appropriate steps to maintain the
                  confidentiality of the information relating to such other
                  person or entity.

14.      DISPUTE RESOLUTION.

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<PAGE>

         14.1     DISPUTE RESOLUTION PROCEDURES. In the event a dispute arises
                  between ALLTEL and Client with respect to the terms and
                  conditions of this Agreement, or any subject matter governed
                  by this Agreement, other than disputes regarding a party's
                  compliance with the provisions of Section 20
                  (Confidentiality), such dispute shall be settled as set forth
                  in this Section 14. If either party exercises its right to
                  initiate the dispute resolution procedures under this Section
                  14, then during such procedure any time periods providing for
                  termination of the Agreement or curing any material breach
                  under Section 19 shall be automatically suspended, except with
                  respect to any termination or breach arising out of Client's
                  failure to make timely and complete payments to ALLTEL under
                  this Agreement. Except as is provided in Section 3.2(b) with
                  respect to disputed funds placed in escrow, at such time as
                  the dispute is resolved, interest at the Interest Rate for the
                  period of dispute shall be paid to the party entitled to
                  receive the disputed monies to compensate for the lapsed time
                  between the date such disputed amount originally was to have
                  been paid (or was paid) through the date monies are paid (or
                  credited) in settlement of the dispute.

         14.2     CLAIMS PROCEDURES. If any party shall have any dispute with
                  respect to the terms and conditions of this Agreement, or any
                  subject matter referred to in or governed by this Agreement,
                  that party (through the ALLTEL Account Manager of ALLTEL or
                  the Client Project Manager of Client, as the case may be)
                  shall provide written notification to the other party (through
                  the ALLTEL Account Manager of ALLTEL or the Client Project
                  Manager of Client, as the case may be) in the form of a claim
                  identifying the issue or amount disputed and including a
                  detailed reason for the claim. The party against whom the
                  claim is made shall respond in writing to the claim within
                  thirty (30) Days from the date of receipt of the claim
                  document. The party filing the claim shall have an additional
                  thirty (30) Days after the receipt of the response either to
                  accept the resolution offered by the other party or to request
                  implementation of the procedures set forth in Section 14.3
                  (the "Escalation Procedures"). Failure to meet the time
                  limitations set forth in this Section shall result in the
                  implementation of the Escalation Procedures.

         14.3     ESCALATION PROCEDURES.

                  (a)      Each of the parties agrees to negotiate, in good
                           faith, any claim or dispute that has not been
                           satisfactorily resolved following the claim
                           resolution procedures described in Section 14.2. To
                           this end, each party agrees to escalate any and all
                           unresolved disputes or claims in accordance with
                           Section 14.3(b) and (c) before taking further action.

                  (b)      If the negotiations conducted pursuant to Section
                           14.2 do not lead to resolution of the underlying
                           dispute or claim to the satisfaction of a party
                           involved in such negotiations, then either party may
                           notify the other in writing that she/he desires to
                           elevate the dispute or claim to the President,
                           Telecom Division of ALLTEL and Chief Operating
                           Officer of Client (or

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<PAGE>

                           her/his designee) for resolution. Upon receipt by the
                           other party of such written notice, the dispute or
                           claim shall be so elevated and the President, Telecom
                           Division, of ALLTEL and the Chief Operating Officer
                           of Client (or her/his designee) shall negotiate in
                           good faith and each use reasonable best efforts to
                           resolve such dispute or claim. The location, format,
                           duration and conclusion of these elevated discussions
                           shall be left to the discretion of the
                           representatives involved. If the discussions
                           described in this Section 14.3(b) do not result in
                           resolution of the dispute within ninety (90) days of
                           commencement of the Escalation Procedures described
                           in this Section 14.3 (or such other time period as is
                           mutually agreed to by the parties in writing), the
                           dispute shall be further elevated as described in
                           Section 14.3(c). Upon agreement, the representatives
                           may utilize other alternative dispute resolution
                           procedures to assist in the negotiations. Discussions
                           and correspondence among the representatives for
                           purposes of these negotiations shall be treated as
                           confidential information developed for purposes of
                           settlement, exempt from discovery and production,
                           which shall not be admissible in subsequent
                           proceedings between the parties. Documents identified
                           in or provided with such communications, which are
                           not prepared for purposes of the negotiations, are
                           not so exempted and may, if otherwise admissible, be
                           admitted in evidence in such subsequent proceeding.

                  (c)      If the negotiations conducted pursuant to Section
                           14.3(b) do not lead to resolution of the underlying
                           dispute or claim to the satisfaction of a party
                           involved in such negotiations, then either party may
                           notify the other in writing that she/he desires to
                           elevate the dispute or claim to the President of
                           ALLTEL and Chief Executive Officer of Client (or
                           her/his designee). Upon receipt by the other party of
                           such written notice, the dispute or claim shall be so
                           elevated and the President of ALLTEL and the Chief
                           Executive Officer of Client (or her/his designee)
                           shall negotiate in good faith and each use its
                           reasonable best efforts to resolve such dispute or
                           claim. The location, format, frequency, and
                           conclusion of these elevated discussions shall be
                           left to the discretion of the representatives
                           involved. If the discussions described in this
                           Section 14.3(c) do not result in resolution of the
                           dispute within thirty (30) Days of the elevation of
                           the dispute as described in this Section 14.3(c) (or
                           other time period as is mutually agreed to in writing
                           by the parties), the dispute shall be resolved as
                           provided in Section 14.3. Upon agreement, the
                           representatives may utilize other alternative dispute
                           resolution procedures to assist in the negotiations.
                           Discussions and correspondence among the
                           representatives for purposes of these negotiations
                           shall be treated as confidential information
                           developed for purposes of settlement, exempt from
                           discovery and production, which shall not be
                           admissible in any subsequent proceedings between the
                           parties. Documents identified in or provided with
                           such communications, which are not prepared for
                           purposes of the negotiations, are not so exempted and

                                       19

<PAGE>

                           may, if otherwise admissible, be admitted in evidence
                           in such subsequent proceeding.

         14.4     ARBITRATION PROCEDURES. In the event that a claim, controversy
                  or dispute between the parties with respect to the terms and
                  conditions of this Agreement, or any subject matter governed
                  by this Agreement, which is subject to arbitration hereunder
                  and which has not been resolved by use of the claims
                  procedures described in Section 14.2 or the Escalation
                  Procedures described in Section 14.3, either party may, within
                  thirty (30) Days after the conclusion of the discussions
                  described in Section 14.3(c), request binding arbitration of
                  the issue in accordance with the following procedures:

                  (a)      Either party may request arbitration by giving the
                           other involved party written notice to such effect,
                           which notice shall describe, in reasonable detail,
                           the nature of the dispute, controversy or claim. Such
                           arbitration shall be governed by the Commercial
                           Arbitration Rules of the American Arbitration
                           Association ("AAA") 601 Pennsylvania Avenue, N.W.,
                           Suite 700, Washington, D.C. 20004, as amended by this
                           Agreement and conducted in English.

                  (b)      Upon either party's request for arbitration, an
                           arbitrator shall be selected by mutual agreement of
                           the parties to hear the dispute in accordance with
                           AAA rules. If the parties are unable to agree upon an
                           arbitrator, then either party may request that the
                           AAA select an arbitrator and such arbitrator shall
                           hear the dispute in accordance with AAA rules. For
                           disputes amounting to US$2,500,000 or more, a panel
                           of three (3) arbitrators shall be selected to hear
                           the dispute. In such case, each party shall select
                           one (1) arbitrator who shall be unaffiliated with
                           such party, and the two (2) arbitrators shall select
                           a third arbitrator. If the two (2) arbitrators are
                           unable to agree upon a third arbitrator, the AAA will
                           select the third arbitrator. In the case of a three
                           (3) arbitrator panel, the decision of a majority
                           shall control. The arbitration shall be held in such
                           location as may be mutually acceptable to the parties
                           in Dallas, Texas.

                  (c)      Each of the parties shall bear its own fees, costs
                           and expenses of the arbitration and its own legal
                           expenses, attorneys' fees and costs of all experts
                           and witnesses. Unless the award provides otherwise,
                           the fees and expenses of the arbitration procedures,
                           including the fees of the arbitrator or arbitrators,
                           will be shared equally by the involved parties.

                  (d)      Any award rendered pursuant to such arbitration shall
                           be final, conclusive and binding upon the parties,
                           and any judgment thereon may be entered and enforced
                           in any court of competent jurisdiction.

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<PAGE>

                  (e)      Claims, controversies and disputes amounting to
                           greater than $15,000,000 may be resolved through
                           litigation, rather than binding arbitration. The
                           party desiring to resolve the issue through
                           litigation shall give written notice to the other
                           party within the time period set forth in the first
                           paragraph of this Section 14.4.

         14.5     CLAIM EXPIRATION. Except for claims for indemnification under
                  Section 16, no claims to be resolved under this Section 14 may
                  be made more than one year after the date by which the fault
                  or failure was or should reasonably have been discovered;
                  failure to make such a claim within the one-year period shall
                  forever bar the claim.

         14.6     CONTINUATION OF SERVICES. Unless ALLTEL is bringing an action
                  for Client's failure to make timely and complete payments to
                  ALLTEL for Services not otherwise in dispute under Section 14,
                  ALLTEL will continue to provide Services under this Agreement,
                  and Client will continue to make payments to ALLTEL, in
                  accordance with this Agreement, during the dispute resolution
                  procedures described in this Section 14.

15.      LIMITATION OF LIABILITY.

         (a)      Notwithstanding any other provision of this Agreement, each
                  party's liability for any breach or any claim or cause of
                  action whether based in contract, tort or otherwise which
                  arises under or is related to this Agreement shall be limited
                  to the other party's direct out-of-pocket damages actually
                  incurred, which under no circumstances shall exceed in the
                  aggregate US$20,000,000, except that Client's limitation of
                  liability shall be increased in the amount of any Capitalized
                  Conversion Fees pursuant to Section 1.1 of Exhibit E. In no
                  event shall ALLTEL or Client be liable for loss of profits,
                  loss of business, indirect, special, punitive, incidental or
                  consequential damages of any kind whatsoever or the claims or
                  demands made by any third parties whether or not such party
                  has been advised of the possibility of such damages.,
                  provided, however, that this sentence shall have no
                  application to any Continuation Services as defined in the GTE
                  Agreements for which ALLTEL may be responsible under Exhibit L
                  or Section 19.2(c) of this Agreement, or to any of the
                  expenses or payments described in Section 6.3(b) of Exhibit L
                  or to any payments to be made by Client pursuant to Section
                  19.3(d) of the Agreement.

         (b)      ALLTEL shall have no liability, express or implied, whether
                  arising under contract, tort or otherwise which results
                  directly or indirectly from the internal operations and
                  performance of any Client-Provided Third Party Software or
                  hardware or any enhancement, development or maintenance of any
                  such Client-Provided Third Party Software. ALLTEL will
                  continue to perform the Services, except to the extent that
                  the internal operations and performance of such
                  Client-Provided Third Party Software or hardware prevents such
                  performance of the

                                       21

<PAGE>

                  Services. In such event, ALLTEL will use its reasonable best
                  efforts to implement an appropriate "work around" so as to
                  minimize any material adverse effect to Client.

16.      INDEMNIFICATION.

         16.1     PERSONAL INJURY AND PROPERTY DAMAGE. Subject to Section 15
                  hereof, each party agrees to indemnify, defend and hold
                  harmless the other and its officers, directors, employees,
                  affiliates (including, where applicable, the ALLTEL Affiliates
                  and Client affiliates), and agents from any and all
                  liabilities, losses, costs, damages and expenses (including
                  reasonable attorneys' fees) arising from or in connection with
                  the damage, loss (including theft) or destruction of any real
                  property or tangible personal property of the indemnified
                  party or injury or death to any persons resulting from the
                  actions or inactions of any employee, agent or subcontractor
                  of the indemnifying party insofar as such damage arises out of
                  or in the course of fulfilling its obligations under this
                  Agreement and to the extent such damage is due to any
                  negligence, breach of statutory duty, omission or default of
                  the indemnifying party, its employees, agents or
                  subcontractors. The foregoing represents the sole and
                  exclusive remedy of each party with regard to the matter
                  described in this Section 16.1.

         16.2     INFRINGEMENT OF ALLTEL SOFTWARE OR ALLTEL-PROVIDED THIRD PARTY
                  SOFTWARE. Subject to Section 15 hereof, ALLTEL agrees to
                  defend at its own expense, any claim or action brought by any
                  third party against Client or against its officers, directors,
                  employees, Client affiliates, and agents for actual or alleged
                  infringement of any U.S. patent, copyright or other
                  intellectual property right (including, but not limited to,
                  misappropriation of trade secrets) based upon the ALLTEL
                  Software or ALLTEL-Provided Third Party Software furnished
                  hereunder by ALLTEL. Subject to Section 15 hereof, ALLTEL
                  further agrees to indemnify and hold Client and the Client
                  affiliates harmless from and against any and all liabilities,
                  losses, costs, damages, and expenses (including reasonable
                  attorneys' fees) associated with any such claim or action
                  incurred by Client. ALLTEL shall have the sole right to
                  conduct and control the defense of any such claim or action
                  and all negotiations for its settlement or compromise, unless
                  otherwise mutually agreed to in writing between the parties
                  hereto. ALLTEL agrees to give Client, and Client agrees to
                  give ALLTEL, as appropriate, prompt written notice of any
                  written threat, warning or notice of any such claim or action
                  against ALLTEL or Client, as appropriate, or any other user or
                  any supplier of components of the ALLTEL Software or
                  ALLTEL-Provided Third Party Software covered hereunder, which
                  could have an adverse impact on Client's use of same, provided
                  ALLTEL or Client, as appropriate, knows of such claim or
                  action. If in any such suit so defended, all or any part of
                  the ALLTEL Software (or any component thereof) or the
                  ALLTEL-Provided Third Party Software (or any component
                  thereof) is held to constitute an infringement or violation of
                  any other party's intellectual property rights and is
                  enjoined, or if in respect of any claim of

                                       22

<PAGE>

                  infringement, ALLTEL deems it advisable to do so, ALLTEL shall
                  at its sole option take one or more of the following actions
                  at no additional cost to Client: (a) procure the right to
                  continue the use of the same without material interruption for
                  Client; (b) replace the same with non-infringing software that
                  meets the same specifications as the infringing software; or
                  (c) modify said ALLTEL Software or ALLTEL-Provided Third Party
                  Software (to the extent permitted by such third party) so as
                  to be non-infringing, provided that the ALLTEL Software or
                  ALLTEL-Provided Third Party Software as modified meets the
                  specifications as the infringing software. The foregoing
                  represent the sole and exclusive remedy of Client with regard
                  to any of the above infringements or alleged infringements.

         16.3     INFRINGEMENTS OF CLIENT-PROVIDED THIRD PARTY SOFTWARE OR
                  CLIENT RESOURCES. Client agrees to defend at its own expense,
                  any claim or action brought by any third party against ALLTEL
                  or against its officers, directors, employees, ALLTEL
                  Affiliates, and agents for actual or alleged infringement of
                  any U.S. patent, copyright or other intellectual property
                  right (including, but not limited to, misappropriation of
                  trade secrets) based upon the Client-Provided Third Party
                  Software or Client Resources furnished hereunder by Client.
                  Client further agrees to indemnify and hold ALLTEL and the
                  ALLTEL Affiliates harmless from and against any and all
                  liabilities, losses, costs, damages, and expenses (including
                  reasonable attorneys' fees) associated with any such claim or
                  action incurred by ALLTEL and the ALLTEL Affiliates. Client
                  shall have the sole right to conduct the defense of any such
                  claim or action and all negotiations for its settlement or
                  compromise, unless otherwise mutually agreed to in writing
                  between the parties hereto. Client agrees to give ALLTEL, and
                  ALLTEL agrees to give Client, as appropriate, prompt written
                  notice of any written threat, warning or notice of any such
                  claim or action against ALLTEL or Client, as appropriate, or
                  any other user or any supplier of components of
                  Client-Provided Third Party Software or Client Resources
                  covered hereunder, which could have an adverse impact on
                  ALLTEL's use of same, provided ALLTEL or Client, as
                  appropriate, knows of such claim or action. If in any such
                  suit so defended, all or any part of the Client-Provided Third
                  Party Software (or any component thereof) or Client Resources
                  (or any component thereof) is held to constitute an
                  infringement or violation of any other party's intellectual
                  property rights and is enjoined, or if in respect of any claim
                  of infringement, Client deems it advisable to do so, Client
                  shall at is sole option take one or more of the following
                  actions at no additional cost to ALLTEL: (a) procure the right
                  to continue the use of the same without material interruption
                  for ALLTEL; (b) replace the same with non-infringing software
                  or Client Resource that meets the same specifications as the
                  infringing software or Client Resource; (c) modify said
                  Client-Provided Third Party Software or Client Resource (to
                  the extent permitted by such third party) so as to be
                  non-infringing, provided that Client-Provided Third Party
                  Software or Client Resource as modified meets the same
                  specifications as the infringing software; or (d) relieve
                  ALLTEL of its obligation to use such Client-Provided Third
                  Party Software or Client Resource to perform the applicable
                  Services hereunder. The foregoing represents the sole and

                                       23

<PAGE>

                  exclusive remedy of ALLTEL with regard to any of the above
                  infringements or alleged infringements.

         16.4     DISPUTE RESOLUTION. The provisions of Section 14 shall apply
                  with respect to the submission of any claim for
                  indemnification under this Agreement and the resolution of any
                  disputes relating to such claim.

17.      FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS, AND ERROR
         CORRECTION.

         17.1     FORCE MAJEURE. Neither party shall be held liable for any
                  delay or failure in performance of all or a portion of the
                  Services of any part of this Agreement from any cause beyond
                  its reasonable control and without its fault or negligence,
                  including, but not limited to, acts of God, acts of civil or
                  military authority, government regulations, government
                  agencies, delay or failure to receive any required government
                  approvals, embargoes, strikes, epidemics, war, terrorist acts,
                  riots, insurrections, fires, explosions, earthquakes, nuclear
                  accidents, floods, power blackouts affecting facilities,
                  unusually severe weather conditions, acts or omissions of
                  transportation carriers, or delays associated with custom
                  problems (the "Affected Performance"). Upon the occurrence of
                  a condition described in this Section 17.1, the party whose
                  performance is affected shall give written notice to the other
                  party describing the Affected Performance, and the parties
                  shall promptly confer, in good faith, to agree upon equitable,
                  reasonable action to minimize the impact, on both parties, of
                  such condition, including, without limitation, implementing
                  the disaster recovery services. The parties agree that the
                  party whose performance is affected shall use commercially
                  reasonable efforts to minimize the delay caused by the force
                  majeure events and recommence the Affected Performance and to
                  perform notwithstanding the occurrence of the above events.
                  When a force majeure event or disaster causes ALLTEL to
                  allocate limited resources between or among ALLTEL customers,
                  Client shall receive at least the same priority in respect of
                  such allocation as ALLTEL's other customers. During the period
                  of a force majeure delay affecting ALLTEL, ALLTEL's time of
                  performance with respect to Services performed under this
                  Agreement (including the Service Level Measurements described
                  in Exhibit F) shall be adjusted, if and to the extent
                  necessary. In the event of a failure in performance of all or
                  a portion of the Services caused by the force majeure event
                  lasts for a period of more than thirty (30) Days, the parties
                  shall negotiate an equitable modification to this Agreement
                  with respect to the Affected Performance. If the parties are
                  unable to agree upon an equitable modification within fifteen
                  (15) Days after such thirty (30)-Day period has expired, then
                  either party shall be entitled to serve notice of termination
                  on the other party with respect to only such Affected
                  Performance. The portion of the Services that is the Affected
                  Performance shall terminate as of the date set forth in the
                  termination notice. The remaining portion of the Agreement
                  that does not involve the Affected Performance shall continue
                  in full force and effect.

                                       24

<PAGE>

         17.2     TIME OF PERFORMANCE AND INCREASED COSTS. In addition to the
                  adjustments described in Section 17.1, ALLTEL's time of
                  performance with respect to Services performed under this
                  Agreement shall be adjusted, if and to the extent reasonably
                  necessary, to the extent that any of the following affects
                  ALLTEL's time of performance: (a) Client fails to timely
                  submit data or materials in the prescribed form or in
                  accordance with the requirements of this Agreement; (b) Client
                  fails to perform, on a timely basis, the functions or other
                  responsibilities of Client described in this Agreement; (c)
                  Client or any governmental agency authorized to regulate or
                  supervise Client makes any special request which affects
                  ALLTEL's normal performance schedule; (d) Client fails to
                  timely provide any Client Resources called for by this
                  Agreement; (e) Client changes the priorities or decreases the
                  number of the Variable Staff; or (f) any Client-Provided Third
                  Party Software or Client Resource does not perform in
                  accordance with its specifications and, in each case, the same
                  is necessary for ALLTEL's performance hereunder. In addition,
                  if any of the above events occur, and to the extent such event
                  results in an increased cost to ALLTEL for providing the
                  affected Service, ALLTEL shall so advise Client, and Client
                  may either pay any and all increased costs to ALLTEL or
                  relieve ALLTEL of its responsibilities with respect to the
                  affected Service.

         17.3     ERROR CORRECTION. ALLTEL and Client agree to develop formal
                  procedures whereby Client's audit and control staff will
                  properly review, inspect, verify, and sign-off on sample bills
                  provided by ALLTEL prior to releasing each billing run for
                  production processing. Client agrees to notify ALLTEL
                  immediately of any errors, omissions, or inaccuracies in the
                  sample bills provided by ALLTEL. In the event of an error,
                  omission or inaccuracy with regard to Client's bills
                  discovered by Client during review of the sample bills and of
                  which ALLTEL is notified prior to production processing,
                  ALLTEL will promptly correct such error, omission or
                  inaccuracy, regardless of cause. Client shall not incur
                  additional charges in connection with the correction of
                  billing unless such error(s) were caused by (i) the nature of
                  Client's data, (ii) Client-Provided Third Party Software, or
                  (iii) Client's failure to notify ALLTEL of the error prior to
                  production processing if Client reasonably could have
                  discovered such error. All errors attributable to the causes
                  referred to in subclauses (i), (ii) and (iii) are hereinafter
                  collectively referred to as "Client Errors".

                  In the event of billing errors, omissions or inaccuracies by
                  ALLTEL that necessitate a bill rerun other than errors,
                  omissions or inaccuracies caused by a Client Error, ALLTEL
                  agrees to run, without an increase in Service Fees, a
                  rebilling to correct such error promptly after notice by
                  Client. In the event of a Client Error that necessitates a
                  bill rerun, ALLTEL agrees to run a rebilling to correct such
                  error promptly after notice by Client. Client acknowledges
                  that there may be an increase in Service Fees related to such
                  re-billing in accordance with Section 2.2 of Exhibit E.

                                       25

<PAGE>

                  Client will carefully review and inspect all reports prepared
                  by ALLTEL. If Client fails to notify ALLTEL of errors in such
                  reports within a reasonable period of time, Client shall have
                  waived its rights in respect of such error and assumed all
                  risks in respect thereof, provided however, that ALLTEL shall
                  not be relieved of its obligations to correct such error, once
                  notified, for on-going processing.

18.      NOTICES.

         18.1     NOTICES. Except as otherwise provided under this Agreement or
                  in the Exhibits, all notices, demands or requests which may be
                  given by any party to the other party shall be in writing and
                  shall be deemed to have been duly given when received, written
                  notice may be delivered in person, or sent via telefax, United
                  States mail or internationally recognized courier service, and
                  addressed as set forth below:

                  If to ALLTEL:        ALLTEL Information Services, Inc.
                                       200 North Point Center East, Suite 100
                                       Alpharetta, GA 30022
                                       Attn: President, Telecom Division

                  With a copy to:      ALLTEL Information Services, Inc.
                                       4001 Rodney Parham Road
                                       Little Rock, AR 72207
                                       Attn: General Counsel

                  If to Client:        dba Communications, LLC
                                       1200 19th Street, N.W., Suite 500
                                       Washington, D.C. 20036
                                       Attn.: Chief Executive Officer

                  With a copy to:      dba Communications, LLC
                                       1200 19th Street, N.W., Suite 500
                                       Washington, D.C. 20036
                                       Attn.: Chief Operating Officer

         18.2     CHANGE OF ADDRESS. The address to which such notices, demands,
                  requests, elections or other communications are to be given by
                  either party may be changed by written notice given by such
                  party to the other party pursuant to this Section.

19.      TERMINATION.

         19.1     TERMINATION. This Agreement, except as otherwise provided in
                  Section 19, will continue in effect until the Expiration Date.
                  This Agreement, including all Exhibits may be terminated by
                  the permitted party giving written notice to the other party
                  in accordance with Section 18.1 and the applicable provisions
                  of this

                                       26
<PAGE>

                  Section. The effective date of any such termination shall be
                  the Termination Completion Date (as defined and determined in
                  accordance with the provisions of Section 19.5), and such date
                  shall be the Expiration Date in the event this Agreement is so
                  terminated. The parties agree that the transition of a portion
                  of the Access Lines to the Mescalero Indians in accordance
                  with Section 11.2 shall not be a breach or a partial
                  termination of this Agreement.

         19.2     TERMINATION UPON ALLTEL'S MATERIAL BREACH. In the event of the
                  material breach by ALLTEL of any provision of this Agreement,
                  Client shall give ALLTEL written notice, and:

                  (a)      If such breach is for ALLTEL's breach of its
                           obligations under Section 20 with respect to Client's
                           Proprietary Information, which, in the reasonable
                           judgment of Client, materially and adversely affects
                           Client, ALLTEL shall cure the breach within fifteen
                           (15) Days after such notice. If ALLTEL does not cure
                           such breach by such date, or is not working
                           diligently in good faith to cure such breach in cases
                           where a breach cannot reasonably be expected to be
                           cured within fifteen (15) Days, Client may, at its
                           sole option, elect to terminate this Agreement by
                           giving written notice of such election to ALLTEL (the
                           date of such notice shall be the "Termination
                           Election Date"). In such case, within thirty (30)
                           Days after the Termination Completion Date, (as
                           defined in Section 19.5) ALLTEL shall pay the Client
                           Damages as set forth in the applicable subsection (c)
                           and (d) below

                  (b)      If such breach is for any failure by ALLTEL to
                           perform in accordance with this Agreement which, in
                           the reasonable judgment of Client, materially and
                           adversely affects Client or for repeated failures to
                           perform which collectively materially and adversely
                           affect Client, ALLTEL shall cure such breach within
                           sixty (60) Days after the date of such notice;
                           provided, however, that if the breach occurs prior to
                           the Conversion Completion Date, ALLTEL shall cure
                           such breach within thirty (30) Days after the date of
                           such notice, provided that the length of the cure
                           period does not adversely affect the Target
                           Conversion Dates for the applicable Conversion. If
                           ALLTEL works diligently in good faith to cure the
                           breach in accordance with this Section and such
                           breach is not capable of being cured with sixty (60)
                           Days, (or thirty (30) Days or the shorter cure period
                           in the case of a breach prior to the Conversion
                           Completion Date) ALLTEL shall be accorded up to
                           thirty (30) additional Days to cure such breach,
                           provided that the length of such further cure period
                           does not adversely affect the Target Conversion Dates
                           for the applicable Conversion. The parties shall
                           promptly confer, in good faith, to agree upon an
                           equitable, reasonable action plan to minimize the
                           impact of the breach. ALLTEL shall begin promptly to
                           address and cure such breach, including assigning all
                           personnel and other resources necessary to do so and
                           shall work

                                       27

<PAGE>

                           diligently in good faith throughout the cure period.
                           If ALLTEL does not cure such breach within such
                           period, or is not working diligently in good faith to
                           cure such breach in cases where a breach cannot
                           reasonably be expected to be cured within the cure
                           period set forth herein, then Client may, at its sole
                           option, elect to terminate this Agreement and all
                           Services hereunder by giving written notice of such
                           election to ALLTEL, the date of which shall
                           constitute the Termination Election Date. In such
                           case, and in either of the circumstances described in
                           the next two succeeding sentences of this
                           subparagraph (b), within thirty (30) Days after the
                           Termination Completion Date, ALLTEL shall pay the
                           Client Damages set forth in the applicable subsection
                           (c) or (d) below to Client. If ALLTEL's breach does
                           not affect the provision of the Output Processing
                           Services and Client is not also in breach of this
                           Agreement, Client may, at its sole option, terminate
                           all other Services provided under this Agreement in
                           accordance with the provisions set forth above with
                           the exception of the Output Processing Services, in
                           which case the terms and conditions of this Agreement
                           applicable to the Output Processing Services shall
                           continue in full force and effect and each of Client
                           and ALLTEL shall begin performing its respective
                           transition obligations under Sections 19.6 and 19.7
                           with respect to all other Services. If ALLTEL's
                           breach relates solely to the Output Processing
                           Services and Client is not also in breach of this
                           Agreement, Client may, at its sole option, terminate
                           the Output Processing Services in accordance with the
                           provisions set forth above, in which case the terms
                           and conditions of this Agreement applicable to all
                           other Services shall continue in full force and
                           effect and each of Client and ALLTEL shall begin
                           performing its respective transition obligations
                           under Sections 19.6 and 19.7 with respect to the
                           Output Processing Services.

                  (c)      If such breach is for ALLTEL's breach of its
                           obligations under Exhibit L, Client Damages, subject
                           to Section 15 hereof, shall consist solely of
                           Client's direct out-of-pocket damages, actually
                           incurred, for (i) expenses for Continuation Services
                           as described in Section 9.4 of the GTE Agreements in
                           an amount not to exceed [*****]  plus the recurring
                           monthly processing charges for Client's Access Lines
                           limited to the amount of [*****] for each Access Line
                           for which Client obtains Continuation Services for a
                           period of not to exceed six (6) months; (ii) amounts
                           paid to ALLTEL for Gap Closures, Variable Staff
                           services and Conversion Services; (iii) any
                           regulatory fines or forfeitures to the extent
                           resulting from ALLTEL's breach, provided Client gives
                           ALLTEL notice within a reasonable period following
                           receipt by Client of notice of such fine or
                           forfeiture and Client gives ALLTEL the opportunity to
                           cure such breach to the extent such cure or other
                           remedial period is permitted by the governmental
                           authority issuing such fine or forfeiture or notice
                           of same; and (iv) amounts directly resulting from
                           ALLTEL's breach of Section 20

                                       28

<PAGE>

                           of this Agreement. Client shall use its reasonable
                           best efforts to minimize the damages payable by
                           ALLTEL.

                  (d)      If such breach is for ALLTEL's breach of its
                           obligations for Services other than Conversion
                           Services, Client Damages, subject to Section 15
                           hereof, shall consist solely of Client's direct
                           out-of-pocket damages, actually incurred, (i) for
                           obtaining replacement Managed Operations Services,
                           Managed Network Services and Output Processing
                           Services, as applicable, of a substantially similar
                           scope and nature to such Services in excess of what
                           Client would have otherwise paid ALLTEL hereunder in
                           an amount not to exceed one-hundred-ten percent
                           (110%) of the Service Fees for such Services; (ii)
                           for converting to non-ALLTEL systems: an amount equal
                           to amounts paid to ALLTEL for Gap Closures, Variable
                           Staff services and Conversion Services if the
                           Termination Election Date occurs prior to the
                           commencement of Operation Year 1; an amount equal to
                           $1,700,000 if the Termination Election Date occurs
                           after the commencement of Operation Year 1 but before
                           the Conversion Completion Date; and amount equal to
                           $7,500,000 if the Termination Election Date occurs
                           after the Conversion Completion Date and during
                           Operation Year 1, Operation Year 2 or Operation Year
                           3; or an amount equal to $4,000,000 if the
                           Termination Election Date occurs during Operation
                           Year 4; or $0 if the Termination Election Date occurs
                           during Operation Year 5; provided that all of such
                           amounts shall be reduced by the amount of any unpaid
                           Capitalized Conversion Fees; (iii) for any regulatory
                           fines or forfeitures to the extent resulting from
                           ALLTEL's breach, provided Client gives ALLTEL notice
                           within a reasonable period following receipt by
                           Client of notice of such fine or forfeiture and
                           Client gives ALLTEL the opportunity to cure such
                           breach to the extent such cure or other remedial
                           period is permitted by the governmental authority
                           issuing such fine or forfeiture or notice of same;
                           and (iv) for amounts directly resulting from ALLTEL's
                           breach of Section 20 of this Agreement. Client shall
                           use its reasonable best efforts to minimize the
                           damages payable by ALLTEL.

                  (e)      The failure of Client to exercise any right to elect
                           to terminate this Agreement shall not constitute a
                           waiver of the rights granted herein with respect to
                           any subsequent default.

         19.3     TERMINATION UPON CLIENT'S MATERIAL BREACH. In the event of the
                  material breach by Client of any provision of this Agreement,
                  ALLTEL shall give Client written notice, and:

                  (a)      If such breach is for Client's breach of its
                           obligations under Section 20 with respect to ALLTEL's
                           Proprietary Information, which, in the reasonable
                           judgment of ALLTEL, materially and adversely affects
                           ALLTEL, Client shall cure the breach within fifteen
                           (15) Days after such

                                       29

<PAGE>

                           notice. If Client does not cure such breach by such
                           date, or is not working diligently in good faith to
                           cure such breach in cases where a breach cannot
                           reasonably be expected to be cured within fifteen
                           (15) Days, ALLTEL may, at its sole option, elect to
                           terminate this Agreement by giving written notice of
                           such election to Client (the date of such notice
                           shall be the "Termination Election Date"). In such
                           case, within thirty (30) Days after the Termination
                           Election Date, Client shall pay the ALLTEL Damages
                           (as defined below).

                  (b)      If such breach is for Client's non-payment of amounts
                           due under this Agreement, Client shall cure the
                           breach within fifteen (15) Days after such notice. If
                           Client does not cure such breach by such date, ALLTEL
                           may, at its sole option, elect to terminate this
                           Agreement by giving written notice of such election
                           to Client, the date of which shall constitute the
                           Termination Election Date. In such case, within
                           thirty (30) Days after the Termination Election Date,
                           Client shall pay ALLTEL the ALLTEL Damages (as such
                           term is defined below). Client's payment of or
                           agreement to pay interest on any amount past due
                           shall in no way limit or prohibit ALLTEL's right to
                           terminate this Agreement in accordance with this
                           Section.

                  (c)      If such breach is for any failure by Client to
                           perform in accordance with this Agreement which, in
                           the reasonable judgment of ALLTEL, materially and
                           adversely affects ALLTEL or for repeated failures to
                           perform which collectively, materially and adversely
                           affect ALLTEL, ALLTEL may give notice of the breach
                           and Client shall cure such breach within sixty (60)
                           Days after the date of such notice. The parties shall
                           promptly confer, in good faith, to agree upon an
                           equitable, reasonable action plan to minimize the
                           impact of the breach. Client shall begin immediately
                           to address and cure such breach, shall promptly
                           assign all personnel and other resources necessary to
                           do so and shall work diligently in good faith
                           throughout the cure period. If Client does not cure
                           such breach within such period or is not working
                           diligently in good faith to cure such breach in cases
                           where a breach cannot reasonably be expected to be
                           cured within the cure period set forth herein, then
                           ALLTEL may, at its sole option, elect to terminate
                           this Agreement by giving written notice of such
                           election to Client, the date of which shall
                           constitute the Termination Election Date. In such
                           case, within thirty (30) Days after the Termination
                           Election Date, Client shall pay ALLTEL the ALLTEL
                           Damages (as such term is defined below).

                  (d)      For the purposes of this Agreement, the ALLTEL
                           Damages shall consist solely of the following: (i)
                           all unpaid amounts due and owing to ALLTEL under the
                           Agreement, including any Capitalized Conversion Fees
                           pursuant to Section 1.1 of Exhibit E, from the date
                           hereof up to and including the Termination Election
                           Date, (ii) a fee equal to the present value (using a

                                       30
<PAGE>

                           discount rate equal to the applicable U.S. Treasury
                           bill or note rate of an equivalent maturity) of the
                           Access Line Charges due under this Agreement from the
                           Day immediately following the Termination Election
                           Date through the end of the Term had the termination
                           not occurred multiplied by twenty-five-percent (25%),
                           calculated based upon the number of Access Lines
                           processed by ALLTEL at the time of the Termination
                           Election Date, and (iii) an amount equal to
                           reasonable and actual out-of-pocket travel expenses,
                           relocation and severance expenses (in accordance with
                           ALLTEL's then current policy) with a cap equal to
                           $250,000 for all such expenses; (iv) an amount equal
                           to any other reasonable and actual out-of-pocket
                           shut-down expenses, including, without limitation,
                           those relating to canceling leases, licenses, and
                           subcontractors necessitated by such termination; (v)
                           any amounts owed to ALLTEL by Client pursuant to
                           Section 19.7(d); and (vi) amounts directly resulting
                           from Client's breach of Section 20 of this Agreement
                           (collectively, the "ALLTEL Damages"); provided that
                           the sum of the amounts set forth in subsections (iii)
                           and (iv) shall be subject to a cap of $2,000,000.
                           ALLTEL shall use its reasonable best efforts to
                           minimize the ALLTEL Damages.

                  (e)      The failure of ALLTEL to exercise any right to elect
                           to terminate this Agreement shall not constitute a
                           waiver of the rights granted herein with respect to
                           any subsequent default.

         19.4     TERMINATION OF CERTAIN SERVICES. Client has the right, but not
                  the obligation, to terminate one or more of the Services set
                  forth on Exhibit P (the "Terminated Services"), with the
                  effectiveness of such termination to occur only upon the
                  satisfaction (or mutually agreed to waiver) of each of the
                  following conditions precedent: (a) the earliest effective
                  date of the Terminated Services as set forth on Exhibit P
                  shall have occurred, (b) Client shall have given notice to
                  ALLTEL as set forth in Exhibit P; (c) Client will use its own
                  employees, and not that of any other company or enterprise, in
                  performing the Terminated Services except as set forth below,
                  (d) Client shall not be in breach of any of its payment
                  obligations under this Agreement, and (e) Client shall have
                  paid the termination fee(s) set forth on Exhibit P. After each
                  of the above conditions precedent shall have been satisfied,
                  ALLTEL will reduce the amount of going forward Service Fees by
                  the amounts set forth in Exhibit P. During the remaining Term,
                  Client agrees not to contract with any other company or
                  enterprise to perform the Terminated Services, in whole or
                  part, without first providing ALLTEL with a right of first
                  refusal in order to provide such Terminated Services in the
                  event that Client no longer desires to use its own employees
                  to perform the Terminated Services. In the event that the
                  effectiveness of Client's termination of the Terminated
                  Services occur, the provisions of 19.7 (but not 19.6) shall
                  apply.

         19.5     TERMINATION FOR CONVENIENCE BY CLIENT. Provided that Client is
                  then current on all payments due and owing to ALLTEL and is
                  otherwise not in default of any

                                       31
<PAGE>

                  of its obligations under this Agreement, Client may
                  unilaterally elect to terminate the Agreement effective at any
                  time after Operation Year 1 upon satisfaction of all of the
                  following conditions:

                  (a)      Client notifies ALLTEL in writing ("Early Termination
                           Notice") of its intention to terminate the Agreement
                           at least six (6) months prior to the proposed early
                           termination date, which shall be the Termination
                           Election Date, and in which case both Client and
                           ALLTEL will begin performing its respective
                           transition obligations under Sections 19.6 and 19.7;

                  (b)      Client pays to ALLTEL the sum of the following:

                           (i)      during the Operation Year set forth below an
                                    early termination fee as set forth below:

                           <TABLE>
                           <CAPTION>
                                                                   TERMINATION COMPLETION DATE
                               EARLY TERMINATION FEE                  DURING OPERATION YEAR:
                               --------------------------------     ---------------------------
                           <S>                                     <C>
                                    $ 8,000,000                     Operation Year 2
                                    $ 5,000,000                     Operation Year 3
                                    $ 2,000,000                     Operation Year 4
                         $2,000,000 less Reduction Amount           Operation Year 5
                         </TABLE>

                           where "Reduction Amount" means the product of (x)
                           $166,667 and (y) the number of months from the
                           beginning of Operation Year 5, together with

                  (ii)     any unpaid Capitalized Conversion Fees pursuant to
                           Section 1.1 of Exhibit E as of the Termination of
                           Completion Date,

                           which Client shall pay to ALLTEL within sixty (60)
                           Days before the Termination Completion Date.

                  Notwithstanding delivery of an Early Termination Notice or
                  payment of fees due in accordance with this Section 19.5,
                  Client shall make all payments due and payable to ALLTEL
                  pursuant to this Agreement until the Termination Completion
                  Date.

         19.6     OPERATIONS DURING THE TERMINATION PERIOD. If either party
                  terminates this Agreement in accordance with this Section 19
                  or the Term expires in accordance with Section 4 hereof, upon
                  Client's written request, ALLTEL shall continue to provide the
                  Services to Client for a period of up to twelve (12) months
                  after the termination or expiration of this Agreement for the
                  same Service Fees as apply during the Term (except that Client
                  shall not be subject to the Minimum Monthly Volume Charge for
                  Output Processing Services set forth in Section 6.2 of Exhibit
                  E and Access Line Charges shall be calculated at the weighted
                  average rate per

                                       32
<PAGE>

                  Access Line). For purposes of calculating the weighted average
                  rate per Access Line, the total Access Line Charges for the
                  month prior to the Termination Election Date or Expiration
                  Date, as applicable, shall be divided by the number of Access
                  Lines on which such Access Line Charge was based. The date
                  when all of Client's data have been substantially converted to
                  the non-ALLTEL Systems shall hereinafter be referred to as the
                  "Termination Completion Date" and shall be the effective date
                  of termination of this Agreement in such events. Provided that
                  Client is current in all amounts due and owing to ALLTEL, at
                  the time of the Termination Election Date, or Term expiration
                  date, as well as during the period between the Termination
                  Election Date, or Term expiration date (as appropriate) and
                  the Termination Completion Date, each party shall continue to
                  perform its respective obligations under this Agreement, with
                  such changes as Client and ALLTEL may agree upon. Client shall
                  keep ALLTEL reasonably informed of Client's decisions and
                  activities with respect to such conversion. Client also shall
                  give ALLTEL written notice of Client estimated Termination
                  Completion Date promptly after a reasonably definitive
                  projected Termination Completion Date is known by Client, and
                  shall give written notice to ALLTEL promptly after any change
                  in such estimated Termination Completion Date.

         19.7     TRANSITIONAL COOPERATION.

                  (a)      OFFER OF EMPLOYMENT. During the Term and for a period
                           of one (1) year thereafter, Client and ALLTEL agree
                           not to solicit or offer employment, directly or
                           indirectly (including, without limitation, through
                           the use of any third party) to any employee of the
                           other who has been directly involved in the
                           activities covered by this Agreement without the
                           prior written consent of the other unless such
                           employee was terminated or has been in the employ of
                           a third party for at least three (3) months.

                  (b)      TRANSITION. ALLTEL and Client shall jointly develop a
                           detailed transition plan pursuant to which ALLTEL
                           shall timely transfer the control and responsibility
                           for all functions and Services previously performed
                           by or for ALLTEL to Client or Client's designees.
                           Additionally, ALLTEL shall provide any and all
                           reasonable assistance requested by Client to allow
                           (i) the systems associated with the Services to
                           operate without interruption or adverse effect prior
                           to and during transition; and (ii) the orderly
                           transfer of the Services to Client or Client's
                           designee.

                  (c)      RETURN OF MATERIAL. Within thirty (30) Days after the
                           Termination Completion Date, ALLTEL, at Client's sole
                           cost and expense, will return all material and
                           property owned by Client and the Client Affiliates,
                           as well as all material and property of a proprietary
                           nature involving Client and the Client Affiliates. In
                           addition, at Client's sole cost and expense upon
                           Client's request, ALLTEL agrees to provide to Client
                           copies of Client data files, records and programs on
                           magnetic media and in a format specified

                                       33
<PAGE>

                           by Client, or to destroy Client's data files, records
                           and programs in its possession and to certify
                           promptly to Client as to the completed destruction of
                           these materials.

                           Within thirty (30) Days after the Termination
                           Completion Date, Client, at ALLTEL's sole cost and
                           expense, will return all material and property owned
                           by ALLTEL and the ALLTEL Affiliates, as well as all
                           material and property of a proprietary nature
                           involving ALLTEL and the ALLTEL Affiliates.

                  (d)      EQUIPMENT. In the event that there occurs a
                           termination of this Agreement in accordance with
                           Section 19.2, Client has the right, but not the
                           obligation, to purchase any or all of the
                           ALLTEL-owned Client-dedicated equipment or
                           ALLTEL-Provided Third Party Software (provided ALLTEL
                           is contractually permitted to transfer such
                           ALLTEL-Provided Third Party Software to Client) that
                           ALLTEL uses in order to perform the Services at a
                           price equal to the book value at the time of
                           termination, which shall be payable by Client to
                           ALLTEL on the Termination Completion Date. In the
                           event that there occurs a termination of this
                           Agreement in accordance with Sections 19.3 or 19.4,
                           ALLTEL has the right, but not the obligation, to
                           require Client to purchase any or all of the
                           ALLTEL-owned Client-dedicated equipment purchased by
                           ALLTEL after the Effective Date in order to perform
                           the Services at a price equal to the book value at
                           the time of termination, which shall be payable by
                           Client to ALLTEL on the Termination Completion Date
                           or Early Termination Date, as applicable. In the
                           event that there occurs the expiration of the Term,
                           Client has the right, but not the obligation, to
                           purchase some or all of ALLTEL's owned dedicated
                           equipment purchased by ALLTEL to perform the Services
                           at a price equal to the equipment's book value at the
                           time of expiration of the Term, payable by Client to
                           ALLTEL on the Termination Completion Date, provided
                           that any sales by ALLTEL of equipment under this
                           Section shall be made only in those situations where
                           ALLTEL is permitted to do so by the relevant third
                           party agreements. Such sales shall be made on a
                           "where is as is" basis without any warranty by ALLTEL
                           to Client whatsoever, except that ALLTEL agrees to
                           make available to Client the benefit of any
                           warranties from the applicable equipment
                           manufacturers to the extent ALLTEL is contractually
                           permitted to do so by such equipment manufacturer.

         19.8     SURVIVAL UPON EXPIRATION OR TERMINATION. The provisions of
                  Sections 14 (Dispute Resolution), 15 (Limitation of
                  Liability), 16 (Indemnification), 18 (Notices), 19
                  (Termination), 20 (Confidentiality), 22.5 (Governing Law;
                  Forum Selection; Consent to Jurisdiction), 22.11 (Press
                  Release), and 22.12 (Taxes), shall survive Expiration Date or
                  the Termination Completion Date of this Agreement, unless
                  otherwise agreed to in writing by both parties.

                                       34
<PAGE>

         19.9     TERMINATION FOR CHANGE IN CONTROL. Provided that Client is
                  then current on all payments due and owing to ALLTEL and is
                  otherwise not in default of any of its obligations under this
                  Agreement, Client may elect to terminate the Agreement at any
                  time during the twelve (12) months following a Change in
                  Control (as defined in Section 22.2 ) of ALLTEL (provided that
                  for the purposes of this Section 19.9 an entity shall be
                  deemed a non-Affiliate of ALLTEL only if it is not an ALLTEL
                  Affiliate on the Effective Date), upon satisfaction of all of
                  the following conditions:

                  (a)      Client notifies ALLTEL in writing ("COC Termination
                           Notice") of its intention to terminate the Agreement
                           at least six (6) months prior to the intended
                           termination date, which shall be the Termination
                           Election Date, and in which case both Client and
                           ALLTEL will begin performing its respective
                           transition obligations under Sections 19.6 and 19.7;

                  (b)      Client pays to ALLTEL within sixty (60) Days before
                           the Termination Completion Date the termination fee
                           based on the following table:

                  <TABLE>
                  <CAPTION>
                                                       TERMINATION COMPLETION DATE
                  TERMINATION FEE                         DURING OPERATION YEAR:
                  ---------------                      ---------------------------
                  <S>                                  <C>
                    $4,000,000                         Prior to Operation Year 1
                    $4,000,000                         Operation Year 1
                    $4,000,000                         Operation Year 2
                    $2,500,000                         Operation Year 3
                    $        0                         Operation Year 4
                    $        0                         Operation Year 5
                 </TABLE>

                  (c)      Client pays to ALLTEL any unpaid Capitalized
                           Conversion Fees pursuant to Section 1.1 of Exhibit E
                           within sixty (60) Days before the Termination
                           Completion Date.

                  Notwithstanding delivery of a Termination Notice or payment of
                  fees due in accordance with this Section 19.5, Client shall
                  make all payments due and payable to ALLTEL pursuant to this
                  Agreement until the Termination Completion Date.

20.      CONFIDENTIALITY.

         20.1     CONFIDENTIALITY OBLIGATION. The Confidentiality Agreement
                  dated as of August 19, 1999 between Client and ALLTEL (the
                  "Confidentiality Agreement") is attached hereto as Exhibit N.
                  The parties acknowledge that the Confidentiality Agreement
                  remains in full force and effect and shall be incorporated
                  herein by reference. Notwithstanding any provision of the
                  Confidentiality Agreement, Client agrees that it will not
                  disclose any of the Confidential Information, as

                                       35
<PAGE>

                  defined therein, to any competitor or customer of ALLTEL
                  without obtaining ALLTEL's prior written consent.

         20.2     GTE CONFIDENTIALITY AGREEMENT. ALLTEL understands that (i)
                  Client has entered into a Confidentiality Agreement dated
                  November 24, 1998 with GTE Southwest Incorporated (the "GTE
                  Confidentiality Agreement"), a copy of which is attached
                  hereto as Exhibit O, pursuant to which Client has agreed to
                  keep certain information of GTE Southwest Incorporated
                  confidential on the terms contained therein and (ii) under the
                  GTE Confidentiality Agreement (1) ALLTEL is deemed to be a
                  "representative" of Client and as such will be a "Recipient",
                  as each such term is defined therein and (2) Client is
                  required to secure the agreement of ALLTEL to be bound by the
                  GTE Confidentiality Agreement as if ALLTEL were a party
                  thereto. Accordingly, ALLTEL agrees to be bound by the GTE
                  Confidentiality Agreement, the terms of which shall be
                  incorporated herein by reference, in all respects as if ALLTEL
                  were a party thereto.

         20.3     INDEPENDENT DEVELOPMENT. The parties acknowledge that, without
                  in any way lessening the proprietary nature of a party's
                  Confidential Information, either party in accordance with the
                  terms and conditions of this Agreement shall be free at any
                  time to develop the same or similar Confidential Information
                  independently of disclosure by the transmitting party.

         20.4     CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

                  (a)      The parties acknowledge that this Agreement contains
                           confidential information that may be considered
                           proprietary by one or both of the parties, and agree
                           to limit distribution of this Agreement to those
                           individuals with a need to know the contents of this
                           Agreement. In no event may this Agreement be
                           reproduced or copies shown to any third parties
                           (exclusive of contractors, subcontractors and agents
                           who have a need for it) without the prior written
                           consent of the other party, except as may be
                           necessary by reason of legal, accounting, tax or
                           regulatory requirements, in which event Client and
                           ALLTEL agree to exercise reasonable diligence in
                           limiting such disclosure to the minimum necessary
                           under the particular circumstances. The parties
                           further agree to seek commercial confidential status
                           for this Agreement with any regulatory commission
                           with which this Agreement must be filed, to the
                           extent such a designation can be secured.

                  (b)      In addition, each party agrees to give notice to the
                           other parties of any demands to disclose or provide
                           Proprietary Information received from the other or
                           any third party under lawful process prior to
                           disclosing or furnishing Proprietary Information, and
                           agrees to cooperate in seeking reasonable protective
                           arrangements requested by the other party. In
                           addition, any party may disclose or provide
                           Proprietary Information of the

                                       36
<PAGE>

                           other party requested by a government agency having
                           jurisdiction over the party; provided that the party
                           uses its reasonable best efforts to obtain protective
                           arrangements satisfactory to the party owning the
                           Proprietary Information. The party owning the
                           Proprietary Information may not unreasonably withhold
                           approval of protective arrangements.

21.      OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS.

         21.1     LICENSES AND PERMITS AND COMPLIANCE WITH LAWS.

                  (a)      LICENSES AND PERMITS. ALLTEL and Client shall each
                           secure and maintain in force all licenses and permits
                           required of it and its employees in the performance
                           of its respective obligations under this Agreement,
                           and shall conduct its business in full compliance
                           with all laws, ordinances and regulations applicable
                           to its business or applicable to the other party's
                           business to the extent that the other party has
                           notified ALLTEL or Client, as the case may be, of the
                           specific laws, ordinances or regulations with which
                           the other party must comply.

                  (b)      COMPLIANCE WITH LAWS. ALLTEL and Client shall each
                           shall comply, at its own expense, with the provisions
                           of all applicable laws and regulations which may be
                           applicable to each party in the performance of their
                           respective obligations under this Agreement.

         21.2     NO INTERFERENCE WITH CONTRACTUAL RELATIONSHIP. Each party
                  warrants that, as of the date hereof, it is not subject to any
                  contractual obligation that would prevent it from entering
                  into this Agreement. Client and ALLTEL each further warrant to
                  the other that entering into this Agreement shall not cause or
                  induce it to breach any of its other contractual obligations.

         21.3     COVENANT OF GOOD FAITH. Each of the parties agree that, in its
                  respective dealings with each other party arising out of or
                  related to this Agreement, it shall act fairly and in good
                  faith.

         21.4     AUTHORIZATION AND EFFECT.

                  (a)      The execution and delivery by ALLTEL of its
                           obligations under this Agreement have been duly
                           authorized by all necessary corporate action on the
                           part of ALLTEL. This Agreement has been duly executed
                           and delivered by ALLTEL and, assuming the due
                           execution and delivery of this Agreement by Client,
                           constitutes a valid and binding obligation of ALLTEL,
                           except as the same may be limited by bankruptcy,
                           insolvency, reorganization, moratorium or similar
                           laws relating to or affecting the enforcement of
                           creditor's rights generally, and subject to the
                           qualification

                                       37
<PAGE>

                           that general equitable principles may limit the
                           enforcement of certain remedies, including the remedy
                           of specific performance.

                  (b)      The execution and delivery by Client of this
                           Agreement and the fulfillment of its obligations
                           under this Agreement have been duly authorized by all
                           necessary corporate action on the part of Client.
                           This Agreement has been duly executed and delivered
                           by Client and, assuming the due execution and
                           delivery of this Agreement by ALLTEL, constitutes a
                           valid and binding obligation of Client, except as the
                           same may be limited by bankruptcy, insolvency,
                           reorganization, moratorium or similar laws relating
                           to or affecting the enforcement of creditor's rights
                           generally, and subject to the qualification that
                           general equitable principles may limit the
                           enforcement of certain remedies, including the remedy
                           of specific performance.

         21.5     BUSINESS PRACTICES. Neither party nor any of such party's
                  directors, officers, agents, employees or other persons
                  associated with or acting on its behalf has made or give any
                  payments or inducements, directly or indirectly, to any
                  Government officials in the jurisdictions in which such party
                  conducts business in connection with any opportunity,
                  agreement, license, permit, certificate, consent, order,
                  approval, waiver or other authorization relating to the
                  business of such party, except for such payments or
                  inducements as were lawful under the written laws, rules and
                  regulations of such jurisdictions. Neither party nor any of
                  such party's directors, officers, agents, employees or other
                  persons associated with or acting on its behalf: (a) has used
                  any corporate funds for any unlawful contribution, gift,
                  entertainment or other unlawful expense relating to political
                  activity; (b) made any direct or indirect unlawful payment to
                  any Government official or employee from corporate funds; (c)
                  violated or is in violation of any provision of the Foreign
                  Corrupt Practices Act of 1977; or (d) made any bribe, unlawful
                  rebate, pay off, influence payment, kickback or other unlawful
                  payment in connection with the business of the party.

         21.6     ALLTEL SOFTWARE AND ALLTEL-PROVIDED THIRD PARTY SOFTWARE.

                  (a)      ALLTEL represents and warrants to Client that the
                           ALLTEL Software shall perform in all material
                           respects with its documentation and specifications
                           and that it shall promptly repair or replace, at its
                           own expense, any ALLTEL Software that does not
                           perform in all material respects in accordance with
                           its documentation and specifications. ALLTEL
                           represents and warrants to Client that ALLTEL is
                           authorized to provide and use the ALLTEL Software and
                           ALLTEL-Provided Third Party Software to provide the
                           Services under this Agreement.

                  (b)      Upon request by Client and to the extent permitted by
                           third party licensors, ALLTEL agrees at no additional
                           cost to Client, to provide Client with the

                                       38
<PAGE>

                           terms and conditions of any warranties on the
                           ALLTEL-Provided Third Party Software that are
                           extended to ALLTEL for the benefit of Client. In the
                           event that any ALLTEL-Provided Third Party Software
                           does not function as warranted, ALLTEL at no
                           additional cost to Client will use its reasonable and
                           good faith efforts to cause the manufacturer of the
                           ALLTEL-Provided Third Party Software to cause such
                           Software to operate as warranted and will replace
                           such Software with a comparable product capable of
                           performing the functionality required of the replaced
                           product, if ALLTEL in its discretion deems
                           replacement necessary.

         21.7     PROFESSIONAL AND WORKMANLIKE. Each party represents and
                  warrants to the other that they shall perform their respective
                  obligations under this Agreement, including Exhibits, in a
                  professional and workmanlike manner.

         21.8     YEAR 2000 COMPLIANT. ALLTEL represents and warrants that the
                  ALLTEL Software is and shall be "Year 2000 Compliant". For
                  purposes hereof, "Year 2000 Compliant" shall mean that the
                  software, equipment, or other product, as applicable, has the
                  ability to manage and manipulate data involving single-century
                  dates, cross-century data and leap year formulas and data
                  values involving such dates without resulting in the
                  generation of incorrect or invalid values involving such dates
                  or causing an abnormal ending. In the event that the ALLTEL
                  Software is not Year 2000 Compliant, Client's sole and
                  exclusive remedy shall be that ALLTEL will promptly correct,
                  fix or replace such ALLTEL Software, at no additional cost to
                  Client, until it becomes Year 2000 Compliant.

                  Client acknowledges that ALLTEL is relying on the
                  representations made by its vendors regarding the Year 2000
                  compliance or readiness of the ALLTEL-Provided Third Party
                  Software, operating systems, hardware environment and
                  equipment provide services to Client under this Agreement
                  (collectively, the "ALLTEL Operating Environment") and that it
                  is those vendors' responsibility to provide for the Year 2000
                  compliance of the products they manufacture or provide. Upon
                  request by Client, ALLTEL shall provide Client with the terms
                  and conditions of any applicable manufacturers' Year 2000
                  warranties that are extended to ALLTEL for the benefit of
                  Client. In the event that any part of the ALLTEL Operating
                  Environment is not Year 2000 Compliant, Client's sole remedy
                  shall be that ALLTEL will use its reasonable and good faith
                  efforts to cause the vendor(s)/manufacturer(s) of the non-Year
                  2000 Compliant product to make such product Year 2000
                  Compliant and will replace such non-compliant product with a
                  comparable product if ALLTEL in its discretion deems
                  replacement necessary.

                  Client agrees that ALLTEL shall not be liable for any failure
                  to be Year 2000 Compliant that results from or is caused by
                  Client Software, Client-provided Third Party Software,
                  Client-provided equipment, or any other hardware,

                                       39
<PAGE>

                  software, or products which are not provided by ALLTEL under
                  the terms of this Agreement.

         21.9     NO ADDITIONAL REPRESENTATIONS OR WARRANTIES. Except as
                  provided in this Agreement, NEITHER PARTY IS MAKING any
                  representation or warranty of any kind, express, implied or
                  statutory, including but not limited to the implied warranties
                  of merchantability and fitness for a particular purpose, and
                  EACH PARTY AGREES THAT all such other representations and
                  warranties that are not provided in this agreement are hereby
                  excluded and disclaimed.

22.      MISCELLANEOUS.

         22.1     INDEPENDENT CONTRACTOR. It is agreed that ALLTEL is an
                  independent contractor and that:

                  (a)      CLIENT SUPERVISOR POWERS. Client has no power to
                           supervise, give directions or otherwise regulate
                           ALLTEL's operations or its employees.

                  (b)      ALLTEL'S EMPLOYEES. ALLTEL shall be solely
                           responsible for payment of compensation to its
                           personnel and for any injury to them in the course of
                           their employment. ALLTEL shall assume full
                           responsibility for payment of all federal, state,
                           local and foreign taxes or contributions imposed or
                           required under unemployment insurance, social
                           security and income tax laws with respect to such
                           persons.

                  (c)      RELATIONSHIP. The parties declare and agree that each
                           party is engaged in a business which is independent
                           from that of the other party and each party shall
                           perform its obligations as an independent contractor.
                           Neither party is an agent of the other party and has
                           no authority to represent the other party as to any
                           matters, except as authorized herein.

         22.2     ASSIGNMENT. Neither party shall assign, delegate, or otherwise
                  convey or transfer (the "Assignment") its rights, interests or
                  obligations under this Agreement to any person or entity
                  without the prior written consent of the other party, except
                  that either party may assign, delegate, or otherwise convey or
                  transfer its rights, interests or obligations under this
                  Agreement to an Affiliate which expressly assumes such party's
                  obligations and responsibilities hereunder; provided, that the
                  assigning party shall remain fully liable for and shall not be
                  relieved from the full performance of all obligations under
                  this Agreement. Any party assigning its rights or obligations
                  to an Affiliate in accordance with this Agreement shall,
                  within one (1) business Day after such assignment, provide
                  written notice thereof to the other party, together with a
                  copy of the assignment document. Either party

                                       40
<PAGE>

                  may assign its rights or obligations under this Agreement to a
                  non-Affiliate entity acquiring, directly or indirectly,
                  control of such party, a non-Affiliate entity into which such
                  party is merged, or a non-Affiliate entity acquiring all or
                  substantially all of such party's assets ("Change of
                  Control"), without the approval of the other party, provided
                  such acquisition or merger does not materially change the
                  nature of the Services under this Agreement or affect in any
                  way Client's right to terminate this Agreement for Change in
                  Control as set forth in Section 19.9. Any party undergoing a
                  Change in Control shall, within one (1) business Day after the
                  effective date of such change, provide written notice thereof
                  to the other party. The acquirer or surviving entity shall
                  agree in writing to be bound by the terms and conditions of
                  this Agreement. All obligations and duties of any party under
                  this Agreement shall be binding on all successors in interest
                  and permitted assigns of such party. If the other party
                  consents to the Assignment, the proposed assignee or
                  transferee shall, upon completion of the Assignment,
                  automatically succeed to the corresponding rights, interests,
                  and obligations of the assigning and transferring party and
                  shall be a successor of such party for purposes of this
                  Agreement.

         22.3     SEVERABILITY. In the event that any one or more of the
                  provisions contained herein shall for any reason be held to be
                  unenforceable in any respect under law, such unenforceability
                  shall not affect any other provision of this Agreement, but
                  this Agreement shall be construed as if such unenforceable
                  provision or provisions had never been contained herein,
                  provided that the removal of such offending term or provision
                  does not materially alter the burdens or benefits of either of
                  the parties under this Agreement or any Exhibit.

         22.4     THIRD PARTY BENEFICIARIES.The provisions of this Agreement are
                  for the benefit of the parties and not for any other person.
                  Should any third party institute proceedings, this Agreement
                  shall not provide any such person with any remedy, claim,
                  liability, reimbursement, cause of action, or other right.

         22.5     GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
                  Agreement will be governed by and construed under the laws of
                  the State of Texas, USA, without regard to principles of
                  conflict of laws. The parties agree that the only circumstance
                  in which disputes between them will not be subject to the
                  provisions of Section 14.4 is where a party makes a good faith
                  determination that a breach of the terms of this Agreement by
                  the other party is such that the damages to such party
                  resulting from the breach will so be immediate, so large or
                  severe, and so incapable of adequate redress after the fact
                  that a temporary restraining order or other immediate
                  injunctive relief is the sole and exclusive remedy. All such
                  judicial proceedings shall be litigated, if at all,
                  exclusively in a United States District Court in the State of
                  Texas, USA, and, if necessary, the corresponding appellate
                  courts. Each of the parties submits to the jurisdiction of any
                  state or federal court sitting in Texas, with respect to such
                  judicial proceedings. Each party also agrees not to bring any
                  action or proceeding arising out of or relating to

                                       41
<PAGE>

                  such judicial proceeding in any other court. Each of the
                  parties waives any defense of inconvenient forum to the
                  maintenance of any action or proceeding so brought and waives
                  any bond, surety or to other security that might be required
                  of any party with respect thereto. Any party may make service
                  on the other party by sending or delivering a copy of the
                  process to the party to be served in care of the process agent
                  at the address set forth in Section 18 above. Nothing in this
                  Section, however, shall affect the right of any party to serve
                  legal process in any other manner permitted by law or in
                  equity. Each party agrees that a final judgment in any action
                  or proceeding so brought shall be conclusive and may be
                  enforced by suit on the judgment or in any other manner
                  provided by law or in equity.

         22.6     EXECUTED IN COUNTERPARTS. This Agreement may be executed in
                  counterparts, each of which shall be an original, but such
                  counterparts shall together constitute but one and the same
                  document.

         22.7     CONSTRUCTION. The headings and numbering of sections in this
                  Agreement are for convenience only and shall not be construed
                  to define or limit any of the terms or affect the scope,
                  meaning or interpretation of this Agreement or the particular
                  section to which they relate. This Agreement and the
                  provisions contained herein shall not be construed or
                  interpreted for or against any party because that party
                  drafted or caused its legal representative to draft any of its
                  provisions.

         22.8     ENTIRE AGREEMENT. This Agreement, including the Exhibits
                  attached hereto and the agreements referenced herein
                  constitute the entire Agreement between the parties, and
                  supersedes all prior oral or written agreements,
                  representations, statements, negotiations, understandings,
                  proposals and undertakings related thereto.

         22.9     AMENDMENTS AND WAIVERS. This Agreement may be amended only by
                  written agreement signed by duly authorized representatives of
                  each party. No waiver of any provisions of this Agreement and
                  no consent to any default under this Agreement shall be
                  effective unless the same shall be in writing and signed by or
                  on behalf of the party against whom such waiver or consent is
                  claimed. No course of dealing or failure of any party to
                  strictly enforce any term, right or condition of this
                  Agreement shall be construed as a waiver of such term, right
                  or condition. Waiver by either party of any default by the
                  other party shall not be deemed a waiver of any other default.
                  No course of dealing shall be deemed to amend the Agreement in
                  the absence of any writing signed by duly authorized
                  representatives of each party.

         22.10    REMEDIES CUMULATIVE. Unless otherwise provided for under this
                  Agreement, all rights of termination or cancellation, or other
                  remedies set forth in this Agreement, are cumulative and are
                  not intended to be exclusive of other remedies to which the
                  injured party may be entitled by law or equity in case of any

                                       42
<PAGE>

                  breach or threatened breach by the other party of any
                  provision in this Agreement. Use of one or more remedies shall
                  not bar use of any other remedy for the purpose of enforcing
                  any provision of this Agreement.

         22.11    PRESS RELEASES. The parties shall consult with each other in
                  preparing any press release, public announcement, news media
                  response or other form of release of information concerning
                  this Agreement or the transactions contemplated hereby that is
                  intended to provide such information to the news media or the
                  public (a "Press Release"). Neither party shall issue or cause
                  the publication of any such Press Release without the prior
                  written consent of the other party; except that nothing herein
                  will prohibit either party from issuing or causing publication
                  of any such Press Release to the extent that such action is
                  required by applicable law or the rules of any national stock
                  exchange applicable to such party or its affiliates, in which
                  case the party wishing to make such disclosure will, if
                  practicable under the circumstances, notify the other party of
                  the proposed time of issuance of such Press Release and
                  consult with and allow the other party reasonable time to
                  comment on such Press Release in advance of its issuance.

         22.12    TAXES. All charges and fees to be paid by Client under this
                  Agreement are exclusive of any applicable withholding, sales,
                  use, value added, excise, services or other United States or
                  foreign tax which may be assessed on the provision of the
                  Services. In the event that a withholding, sales, use, value
                  added, excise, value added, services or other United States or
                  foreign tax is assessed on the provision of any of the
                  Services provided to Client under this Agreement, Client will
                  pay directly, reimburse or indemnify ALLTEL for such taxes, as
                  well as any applicable interest, penalties and other ALLTEL
                  fees and expenses. The parties will cooperate with each other
                  in determining the extent to which any tax is due and owing
                  under the circumstances, and shall provide and make available
                  to each other any resale certificates, information regarding
                  out-of-state or country use of materials, services or sale,
                  and other exemption certificates or information reasonably
                  requested by either party. This section shall have no
                  application to any tax based upon the income of ALLTEL or any
                  permitted subcontractor.

         22.13    MERGERS AND ACQUISITIONS. Upon written request by Client,
                  ALLTEL will process additional data and perform additional
                  Services resulting from any merger, acquisition, affiliation
                  or restructuring (regardless of form) involving Client. To the
                  extent that the processing of additional data and/or the
                  performing of additional Services lies outside the Services as
                  identified in Exhibits A through D or the accompanying Service
                  Fees as identified in Exhibit E, Client shall pay all cost,
                  including, but not necessarily limited to, increased hardware
                  and personnel, where such personnel comprise the Variable
                  Staff, additional license fees to third parties, if any, and
                  additional royalties on software provided through ALLTEL,
                  required to process the additional data and perform the
                  additional Services resulting from such merger or acquisition.
                  Client and ALLTEL shall also agree upon the appropriate
                  changes, if any, to the Service Fees. Client shall also pay

                                       43
<PAGE>

                  ALLTEL for any conversion or testing services caused by such
                  merger or acquisition, subject to the provisions of Section
                  1.4 of Exhibit E. Client will notify ALLTEL of any such
                  proposed merger or acquisition as soon as reasonably
                  practicable.

         22.14    SEPARATE AGREEMENTS. Upon request of Client and within forty
                  five (45) Days of the Effective Date unless mutually agreed
                  otherwise by the parties, the parties agree to use reasonable
                  best efforts to replace this Agreement in its entirety with
                  three master service agreements, one for each Client operating
                  company which will own a portion of the Access Lines,
                  containing the same terms and conditions as are contained in
                  this Agreement, except as necessary to accomplish such
                  replacement.

                                       44
<PAGE>

                  SIGNATURE PAGE FOR MASTER SERVICES AGREEMENT

         IN WITNESS WHEREOF, the parties, acting through their authorized
officers, have caused this Agreement to be duly executed and delivered as of the
date first above written.

                                         ALLTEL INFORMATION SERVICES, INC.

                                         By:    /s/ Roger J. Leitner
                                                --------------------------
                                         Name:  Roger J. Leitner
                                         Title: President-Telecommunications
                                                Services


                                                   dba COMMUNICATIONS, LLC

                                         By:    /s/ Anne K. Bingaman
                                                --------------------------
                                         Name:  Anne K. Bingaman
                                         Title: Chairman/Chief Executive
                                                Officer

                                       45

<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT A
                                                                           FINAL

                                    EXHIBIT A

                           MANAGED OPERATIONS SERVICES

         This Exhibit described the services that constitute "Managed Operations
Services."

1.       DESCRIPTION OF MANAGED OPERATIONS SERVICES. Managed Operations Services
         are described in detail in Attachment 1, which is incorporated by
         reference in this Exhibit. ALLTEL will provide to Client the processing
         services and products described below and in more detail in Attachment
         1:

         (a)      The general management of all ALLTEL Software listed in
                  Exhibit H and ALLTEL- Provided Third Party Software listed in
                  Exhibit I, and incident support for such software;

         (b)      Furnishing and operating computer equipment and hardware
                  including:

                  (i)      Mainframe environment;

                  (ii)     Mid-range computing environment;

                  (iii)    Client/Server environment; and

                  (iv)     Toll polling equipment (e.g., Billdats).

         (c)      Provision of Data Access Security (as defined in Attachment 1)
                  for the applications identified in Exhibits H and I;

         (d)      Provision of information in various media;

         (e)      Client Services including:

                  (i)      A user Help Desk, staffed according to the following
                           schedule:

                           Monday - Friday               7:00 AM - 8:00 PM ET

                           Saturday                      7:00 AM - 6:00 PM ET

         The user Help Desk will provide support for the ALLTEL Software used to
         provide the Managed Operations Services, including CCS. Calls to this
         Help Desk are transferred to ALLTEL's Twinsburg Operational Command
         Center (which shall be available twenty-four (24) hours a Day, seven
         (7) Days a week) for off-hours incident reporting.

                  (ii)     Incident Management and Reporting.

<PAGE>

         (f)      Post-Processing Services as defined in Attachment 1 of this
                  Exhibit;

         (g)      Testing and Conversion Environments:

                  (i)      Creation and maintenance of testing and conversion
                           environments;

                  (ii)     Clearing and resetting of databases as necessary;

                  (iii)    Testing Support Services as defined in Attachment 1
                           of this Exhibit A; and

                  (iv)     Special Client user access to test environments
                           during User Acceptance Testing.

         (h)      ALLTEL shall provide maintenance to, and administration
                  support for, all of the ALLTEL Software and ALLTEL-Provided
                  Third Party Software. This includes, without limitation,
                  software corrections. ALLTEL will perform the Managed
                  Operations Services described in of this Exhibit A using its
                  employees or subcontractors, who shall hereinafter be referred
                  to as the "Managed Operations Staff." ALLTEL will provide,
                  through the Variable Staff, technical and analyst support as
                  described in Exhibit J.

2.       PROCESSES/METHODOLOGIES.

         2.1      CAPACITY PLANNING. Client will provide ALLTEL with semi-annual
                  forecasts, including the number of expected users, and account
                  and access line expectations, for the rolling twelve (12)
                  month period following the forecast, in order to establish an
                  annual baseline for ALLTEL to perform the Managed Operations
                  Services.

         2.2      INCIDENT MANAGEMENT. ALLTEL will use its reasonable best
                  efforts to identify properly, record accurately and resolve
                  incidents in accordance with the Incident Management Process
                  set forth in Exhibit F and in furtherance of the following
                  objectives:

                  (a)      Provide consistent, satisfactory, efficient and
                           timely resolution to any problem that negatively
                           impacts the delivery of service to customers,
                           business partners and internal clients;

                  (b)      Minimize the impact of any service outage resulting
                           from a problem;

                  (c)      Identify the root cause(s) of any problem; and

                  (d)      If practicable, improve processes through analysis of
                           incident measurement data and accumulated experience.

                                      A-2
<PAGE>

         This process is described in detail in the Incident Management Process
         documentation available under separate cover.

         2.3      CHANGE MANAGEMENT. Both ALLTEL and Client will use their
                  reasonable best efforts to follow the Change Management
                  Process set forth in Section 11 of the Agreement in connection
                  with the Managed Operations Services in furtherance of the
                  following objectives:

                  (a)      Provide Client a "look ahead" schedule for ongoing
                           and planned changes. ALLTEL will monitor and track
                           changes against the applicable schedule; and

                  (b)      Participate (both Client and ALLTEL) in meetings to
                           gain a mutual understanding of changes scheduled for
                           production, their impact, and risk; and

                  (c)      Obtain approval for changes to Client production
                           processing schedules and production environments that
                           affect online or output schedules; such approval
                           cannot be unreasonably withheld; and

                  (d)      Schedule times for software, equipment and
                           environment maintenance, expansion and modification
                           during hours that meet Client's operational needs and
                           minimizes disruption.

         This process is described in detail in the Change Management Process
         documented in the Software Development Methodology Process described in
         Exhibit J.

3.       SERVICE SCHEDULES.

         3.1      INPUT PROCESSING. The input processing schedule is listed
                  below. Client must provide billing approval by the noted
                  deadlines.

<TABLE>
<CAPTION>
     PRODUCTION INPUT                  INPUT DEADLINE**                     DAYS
----------------------------           ----------------                --------------------
<S>                                    <C>                             <C>
Wireline Online Cash                      7:30 PM *                    Monday - Friday
Wireline Toll (In-collects)               3:00 PM                      Monday - Friday
Wireline Service Order Input              7:30 PM *                    Monday - Friday
CABS Input                                7:00 PM *                    Monday - Friday
CAMS Input                                7:30 PM *                    Monday - Friday
Billing Approval (CAMS)                   1:30 PM                      Per Billing Schedule
Remittance Cash Payments                  5:00 PM                      Monday - Friday
</TABLE>

                                      A-3
<PAGE>

*Input Deadlines are directly tied to On-line Availability schedules in Exhibit
F and will be adjusted if the On-line Availability schedules are modified.

**Input Deadlines are stated in Central Standard Time (CST) for Access Lines in
Texas and in Mountain Standard Time (MST) for Access Lines in New Mexico and
Oklahoma.

                                      A-4

<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT B
                                                                           FINAL

                                    EXHIBIT B

                            MANAGED NETWORK SERVICES

         This Exhibit describes the services, software and equipment that
         constitute the "Managed Network Services." Managed Network Services
         includes the business and service management, technical support, and
         implementation activities described in this Exhibit and needed to
         design, engineer, install, and maintain WAN network communications
         required by Client to run its business.

1.       GENERAL.

         (a)      ALLTEL throughout the term will provide the WAN and associated
                  Managed Network Services described in this Exhibit for the
                  following locations:

                  -        Client Corporate Headquarters (Dallas, TX);

                  -        Client Call Centers (Two (2) locations to be
                           designated by Client as provided in Section 2 of
                           Exhibit D);

                  -        ALLTEL Information Services (Twinsburg, OH);

                  -        ALLTEL Output Processing Center (Little Rock, AR);
                           and

                  -        Client Central Offices for AMA collection (assuming a
                           total of fifteen (15) host connections will be
                           required).

                  Unless the parties agree otherwise in writing, all references
                  in the Agreement to WAN or Managed Network Services shall be
                  limited to the locations set forth in this Section 1(a).

         (b)      Upon request of Client and as mutually agreed by the parties
                  in writing, ALLTEL will provide the WAN and associated Managed
                  Network Services for the following locations:

                  -        Client repair, assignment, and dispatch locations
                           (TBD)

                  Unless mutually agreed otherwise between the parties
                  (including agreement as to additional Service Fees and/or
                  Pass-Through Expenses), the locations set forth in this
                  subsection (b) are not within the scope of this Agreement.

2.       DESCRIPTION OF MANAGED NETWORK SERVICES. ALLTEL shall perform the
         following Managed Network Services for the locations set forth in
         Section 1(a) and other locations as mutually agreed by the parties:

         2.1      NETWORK ASSESSMENT.

<PAGE>

                  (a)      Analyze Client's business needs for a network to
                           determine strengths, weaknesses, and risks; and

                  (b)      Analyze Client's business needs for IT staff and
                           processes and propose solutions.

         2.2      NETWORK DESIGN, ENGINEERING AND IMPLEMENTATION.

                  (a)      Plan and manage resources and activities;

                  (b)      Design networks;

                  (c)      Determine necessary hardware and software for network
                           implementation;

                  (d)      Procure the required circuits and equipment;

                  (e)      Provide documentation of network;

                  (f)      Stage equipment;

                  (g)      Coordinate project rollout;

                  (h)      Unpack, inventory and install equipment;

                  (i)      Verify versions of operating systems;

                  (j)      Configure equipment according to design;

                  (k)      Verify functionality of network devices;

                  (l)      Perform testing and acceptance with Client;

                  (m)      Conduct design reviews;

                  (n)      Support for moves/adds/changes (MACS); and

                  (o)      Implementation and integration.

         2.3      TRANSPORT SERVICES. ALLTEL will procure and provide all
                  circuits necessary in support of Client's WAN including
                  managing the procurement, installation, testing and customer
                  certification of circuits. The following are examples of the
                  types of Transport Services that ALLTEL will procure and
                  provide:

                  (a)      Asynchronous Transfer Mode (ATM);

                                     B - 2
<PAGE>

                  (b)      Frame relay;

                  (c)      Private line; and

                  (d)      ISDN (dial backup).

                  Transport services do not include and ALLTEL is not
                  responsible for circuits such as transport services (dedicated
                  and dial) to Client central offices for AMA collection. Upon
                  request of Client, ALLTEL will provide this incremental
                  service as a Pass-Through Expense, plus a three percent (3%)
                  service administration fee.

         2.4      SUPPORT AND MAINTENANCE SERVICES. ALLTEL will provide all
                  necessary maintenance services, either directly or through
                  existing or additional third-party vendor contracts, for all
                  WAN equipment and software procured by ALLTEL to provide the
                  Managed Network Services. ALLTEL will, at ALLTEL's expense
                  manage the vendor contracts in connection with ALLTEL
                  providing such support and maintenance services.

         2.5      EQUIPMENT AND SOFTWARE.

                  (a)      Except as set forth in subsection (c), ALLTEL will
                           provide all equipment required by the Client for the
                           WAN, including but not limited to:

                           (i)      Terminating equipment for circuits (for
                                    example CSU/DSU);

                           (ii)     Routers;

                           (iii)    Routing switches;

                           (iv)     Data packet network; and

                           (v)      Miscellaneous cables, etc. as required.

                  (b)      ALLTEL shall provide all third party software on the
                           equipment provided by ALLTEL in connection with the
                           WAN.

                  (c)      Client will provide all Local Area Network (LAN)
                           hardware and software to connect the WAN at the point
                           of demarcation. Client and ALLTEL shall mutually
                           agree on specifications for the LAN to connect to the
                           WAN.

         2.6      MANAGEMENT SERVICES. Managed Network Services also include the
                  following services:

                  (a)      SINGLE POINT OF CONTACT. The ALLTEL Customer Service
                           Center will provide a single point of contact for
                           reporting trouble calls twenty-four (24) hours a

                                     B - 3
<PAGE>

                           Day, seven (7) Days a week.

                  (b)      NETWORK MONITORING SERVICES. ALLTEL will provide WAN
                           monitoring services twenty-four (24) hours a Day,
                           seven (7) Days a week. ALLTEL will diagnose and
                           correct problems on the WAN twenty-four (24) hours a
                           Day, seven (7) Days a week.

                  (c)      FAULT MANAGEMENT. ALLTEL will provide a real-time,
                           graphics-oriented management of WAN devices and
                           associated communication links. This will include the
                           detection, isolation, diagnosis and correction of WAN
                           problems. Monitoring will include WAN attached
                           devices that are connected to a data circuit.

                  (d)      PROBLEM MANAGEMENT. ALLTEL will manage the entire
                           life cycle of a WAN failure. The problem will be
                           tracked on a ticket management system, from detection
                           to resolution, including the management of network
                           vendors.

                  (e)      THIRD PARTY/LOCAL CARRIER COORDINATION. ALLTEL will
                           coordinate the involvement of any third party for
                           maintaining their respective portions of the products
                           and services provided. For example, ALLTEL will
                           coordinate obtaining IXC/LEC support in the event
                           that a Frame Relay circuit problem is caused by the
                           local loop.

                  (f)      CONFIGURATION MANAGEMENT. ALLTEL's and Client's
                           technical staff will coordinate to exchange
                           information and requirements needed to properly
                           configure WAN equipment. Such information may include
                           routing protocols, applications, traffic,
                           connectivity requirements, timeframes, the supported
                           interfaces, etc. Network device configurations will
                           then be stored in a database for use in
                           reconfigurations when necessary.

                  (g)      EXECUTION OF WAN CHANGE REQUESTS. Change Orders for
                           WAN in-service or additional WAN services will be
                           input and tracked in the service request system.
                           ALLTEL will execute such WAN changes initiated by
                           Client according to the timeframes in Exhibit F.

                  (h)      ASSET MANAGEMENT. ALLTEL will track the location of
                           equipment provided by ALLTEL as part of the Managed
                           Network Services and software levels, upgrading the
                           software as required.

                  (i)      PERFORMANCE REPORTING. ALLTEL will provide monthly
                           performance reports no later than the twelfth (12th)
                           business Day of the subsequent calendar month, by
                           network device, utilizing leading reporting packages.
                           Optionally, ALLTEL network engineers may be
                           contracted to work with Client to analyze these
                           reports and develop planning documents.

                  (j)      OTHER REPORTING. ALLTEL will provide the following
                           monthly reports to Client no later than the twelfth
                           (12th) business Day of the subsequent calendar month:

                                     B - 4
<PAGE>

                           (i)      INCIDENT TRACKING: This report shows the
                                    incident classification, outage duration,
                                    description, quantity and location of
                                    reported problems.

                           (ii)     BANDWIDTH UTILIZATION: This report shows the
                                    average and peak utilization thresholds.
                                    This information can help determine overall
                                    traffic patterns which, in turn, helps to
                                    determine if acceptable bandwidth is
                                    available from the service provider.

                           (iii)    ROUTER UTILIZATION: This report indicates
                                    congestion points and tracks load, providing
                                    an early warning as to when re-engineering
                                    or equipment upgrades may be necessary.

                           (iv)     WAN AVAILABILITY: This report shows the
                                    percentage availability of the WAN during a
                                    specified period of time as described as the
                                    WAN Availability Service Level in Exhibit F.

3.       ROLES AND RESPONSIBILITIES. ALLTEL and Client responsibilities
         associated with the execution of Day-to-Day delivery and support of
         Managed Network Services are described below.

         3.1      ALLTEL ROLES AND RESPONSIBILITIES. In addition to the other
                  obligations set forth in this Exhibit, ALLTEL shall also be
                  responsible for the following in providing the Managed Network
                  Services for the locations set forth in Section 1(a):

                  (a)      Customer care center, including:

                           (i)      Problem reporting;

                           (ii)     Trouble ticket handling;

                           (iii)    Customer notification;

                           (iv)     Escalation procedures; and

                           (v)      Support (1st level escalation, i.e. initial
                                    notification of problems).

                  (b)      Network Operation Center (NOC), including:

                           (i)      Network monitoring and fault management;

                           (ii)     Problem management;

                           (iii)    Vendor dispatch (ALLTEL & third-party);

                                     B - 5
<PAGE>

                           (iv)     Metric reporting; and

                           (v)      Technical support (2nd and 3rd level
                                    escalation, i.e., technical point of contact
                                    for problem resolution).

                  (c)      Network Delivery, including:

                           (i)      Service order coordination;

                           (ii)     Configuration management; and

                           (iii)    Technical support (4th level escalation,
                                    i.e., engineering point of contact for
                                    problem resolution.

                  (d)      Third-Party Maintenance and Service Contract
                           Ownership, including:

                           (i)      Cisco SmartNet;

                           (ii)     Nortel CSA; and

                           (iii)    Paradyne CSU/DSU.

                  (e)      Customer satisfaction and annual network planning (to
                           be conducted jointly with Client).

                  (f)      Daily network monitoring and problem resolution,
                           including availability reporting.

                  (g)      Service management activities, including account and
                           service reviews.

         3.2      CLIENT RESOURCES AND RESPONSIBILITIES. Client shall provide
                  the following Client Resources:

                  (a)      Providing the necessary contacts for financial
                           approvals and business planning;

                  (b)      Supporting ALLTEL, when needed, for timely problem
                           resolution by providing contacts during problem
                           resolution;

                  (c)      Providing technical support for Client locations
                           where ALLTEL cannot install equipment, such as
                           Central Office locations or other secured facilities;

                  (d)      Following the specified change request and problem
                           reporting procedures as set forth in Exhibit F;

                                     B - 6
<PAGE>

                  (e)      Submitting customer service requests per the WAN
                           service request process to be developed jointly by
                           Client and ALLTEL;

                  (f)      Official central office / public network and its
                           peripherals for AMA, Alarms, and maintenance; and

                  (g)      Responding to ALLTEL's satisfaction survey and annual
                           network planning (to be conducted jointly with
                           ALLTEL).

                                     B - 7

<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT C
                                                                           FINAL

                                    EXHIBIT C
                           OUTPUT PROCESSING SERVICES

         This Exhibit defines the services that constitute "Output Processing
Services". ALLTEL agrees to provide Output Processing Services to Client during
the Term of the Agreement as described in this Exhibit.

1.       DESCRIPTION OF OUTPUT PROCESSING SERVICES.

         The following services constitute the Output Processing Services:

         1.1      STATEMENT LAYOUT AND DESIGN SERVICES. Statement Layout and
                  Design Services consist of the following rototyping services
                  which set forth examples of document image layout and
                  conventions, which align with electronic laser imaging
                  features:

                  (a)      SOFTWARE APPLICATIONS DEVELOPMENT. Programming and
                           testing applications designed to perform document
                           image enhancement and mail production process control
                           functions;

                  (b)      THIRD-PARTY APPLICATIONS INTEGRATION AND
                           IMPLEMENTATION. Implementing and maintaining
                           third-party applications and tools designed to
                           support program development and mail management
                           applications such as sorting, packaging, and
                           manifesting;

                  (c)      IMAGE ENHANCEMENT APPLICATIONS PROCESSING. Performing
                           production management functions as required by the
                           various applications steps, which comprise image
                           enhancement applications;

                  (d)      MAIL MANAGEMENT APPLICATIONS PROCESSING. Production
                           management functions as required by the various
                           applications steps as required to process for mail
                           management applications; and

                  (e)      PRODUCTION ASSURANCE APPLICATIONS PROCESSING.
                           Production management functions as set forth in
                           ALLTEL's standard operating procedure relating to the
                           A.MAIL.pas Production Assurance System.

         1.2      MATERIALS PROCUREMENT, LOGISTICS AND PRODUCTION STAGING.
                  Materials Procurement, Logistics and Production Staging
                  consists of the following:

                                     C - 1
<PAGE>

                  (a)      FORMS PROCUREMENT AND STAGING. Production management
                           functions as set forth in ALLTEL's standard operating
                           procedures relating to forms procurement and staging;

                  (b)      ENVELOPE PROCUREMENT AND STAGING. Production
                           management functions as set forth in ALLTEL's
                           standard operating procedures relating to the
                           envelope procurement and staging; and

                  (c)      THIRD-PARTY INSERT STAGING. Production management
                           functions as set forth in ALLTEL's standard operating
                           procedure relating to third-party insert staging.

         1.3      LASER IMAGING. Electronic Laser Imaging consists of
                  controlling the electronic transmission of bill data and
                  subsequent electronic imaging in formats mutually agreed to in
                  advance by ALLTEL and Client.

         1.4      MAIL FINISHING. Mail Finishing consists of the following:

                  (a)      Insertion services consisting of those activities
                           surrounding the production and finishing of mail
                           pieces, including folding and inserting the bill
                           pages, a remittance envelope and Client-supplied
                           inserts into a mail envelope, which is sealed; and

                  (b)      Finishing also includes packaging of mail for
                           distribution in compliance with the United States
                           Postal System's Domestic Mail Manual.

         1.5      POSTAGE APPLICATION AND OPTIMIZATION. Postage Application and
                  Optimization consists of the following:

                  (a)      Measuring and assigning the appropriate amount of
                           postage to each mail piece; and

                  (b)      Record keeping in sufficient detail to satisfy
                           recognized accounting expectations by Client and the
                           United States Postal Service.

         1.6      MAIL DISTRIBUTION. Mail Distribution consists of preparing
                  manifests and distribution documentation as required by the
                  U.S. Postal Service and other intermediaries nominated as
                  delivery agents.

         1.7      SPECIAL HANDLING.

                  (a)      Handle and distribute invalid ZIPs, foreign mail,
                           pulled statements, CABS bills and held bills will be
                           handled and distributed according to special
                           procedures to be agreed upon prior to conversion to
                           ALLTEL's output processing system.

                                     C - 2
<PAGE>

                  (b)      Bills in excess of eleven (11) ounces will be
                           packaged to specifications to be agreed upon by
                           Client and ALLTEL.

         1.8      QUALITY CONTROL. Follow ALLTEL's standard body of quality
                  control procedures and deliver through automated process and
                  quality assurance tracking systems. In addition,
                  Client-specific quality testing procedures will be implemented
                  as mutually agreed upon by the parties.

         1.9      REPORTING. ALLTEL will provide the following reports regarding
                  Output Processing Services to Client:

                  (a)      Daily Job Status Report: Upon request of Client,
                           ALLTEL will provide during the next work Day, a
                           report showing the job release/approval date and
                           time, scheduled mail date, and completion date and
                           time for each job processed for the Client during the
                           previous Day.

                  (b)      Month End Performance Reporting: This monthly report
                           shows all jobs processed by AOPC for the Client. This
                           report details all types of billing (end-user, CABS,
                           notices, etc.), shows monthly totals by bill type,
                           and a cumulative total for the calendar year. This
                           report will also detail job status such as mailed
                           early, mailed on-time, mailed Client late, or mailed
                           ALLTEL late. Late mailings will have a detailed
                           explanation as to why the job was late.

                  (c)      Month End Postage Report: This monthly report will
                           detail postage, shipping, and freight charges for the
                           Client by job with a cumulative total for the month.

                  All month end reports regarding Output Processing Services
                  will be sent to the Client no later than the eighth (8th)
                  business Day of the subsequent calendar month.

2.       ROLES AND RESPONSIBILITIES OF ALLTEL AND CLIENT.

         2.1      ALLTEL RESPONSIBILITIES.

                  (a)      PERSONNEL AND EQUIPMENT. In addition to the
                           obligations otherwise set forth in this Exhibit,
                           ALLTEL will supply the necessary personnel to manage
                           and operate ALLTEL's output processing facility and
                           will provide document imaging and insertion equipment
                           necessary to process Client's data as described in
                           this Exhibit.

                  (b)      GENERAL. In addition to the obligations otherwise set
                           forth in the Exhibit:

                           (i)      ALLTEL will be responsible for document
                                    imaging and mail finishing equipment and
                                    associated usage, maintenance and supply

                                     C - 3
<PAGE>

                                    costs.

                           (ii)     ALLTEL will schedule and perform appropriate
                                    preventative maintenance on post-processing
                                    equipment.

                           (iii)    ALLTEL will manage form, envelope, insert
                                    and supply inventories to meet production
                                    schedule requirements.

                           (iv)     ALLTEL will be responsible for procurement,
                                    logistics and production site staging of
                                    custom designed forms and envelopes related
                                    to initial bill layout and design as
                                    specified by Client.

                           (v)      ALLTEL will maintain required printer and
                                    inserter operating software, including
                                    backup and safekeeping.

                           (vi)     ALLTEL will follow established procedures
                                    for the recovery of missing or damaged
                                    output.

                           (vii)    ALLTEL will add POSTNET Barcodes to document
                                    imaging and transform imaged formats to meet
                                    pre-determined format specifications.

                           (viii)   ALLTEL will prepare U.S. Postal
                                    Service-specified manifesting documents and
                                    manifest archives as required to distribute
                                    mail on a manifested basis.

                           (ix)     ALLTEL will accept Client's instructions
                                    regarding a delivery method other than U.S.
                                    mail for special handling bills (i.e.,
                                    special runs only).

                  (c)      ELECTRONIC IMAGING SERVICES.

                           (i)      ALLTEL will prepare the appropriate
                                    production fulfillment logs necessary for
                                    each job.

                           (ii)     ALLTEL will be responsible for materials
                                    staging and electronic equipment setup and
                                    operation.

                           (iii)    ALLTEL will perform quality checks designed
                                    to verify good laser imaging quality,
                                    properly imaged logos and properly sequenced
                                    and complete packaging.

                  (d)      BILL INSERTION AND POSTAGE APPLICATION.

                           (i)      ALLTEL will prepare the appropriate internal
                                    and external mail control documents
                                    necessary for each job.

                                     C - 4
<PAGE>

                           (ii)     ALLTEL will be responsible for production
                                    control, sequencing and inserter setup and
                                    operation.

                           (iii)    ALLTEL will perform quality checks designed
                                    to verify mail pieces are properly finished.

                           (iv)     ALLTEL will sort, insert, weigh, and assign
                                    postage to all bill types (i.e., regular
                                    bills, chubbies, CABS bills, foreign bills,
                                    etc.). For purposes of this agreement, the
                                    term "Chubbies" means Bills that (i) must
                                    manually be inserted in mailing envelopes by
                                    ALLTEL because they contain too many pages
                                    to be handled by the inserter machines, or
                                    (ii) do not have postage affixed by the
                                    inserter.

                  2.2      CLIENT RESOURCES AND RESPONSIBILITIES. Client
                           Resources and responsibilities are as follows:

                           (a)      Client (or its designee) will provide an
                                    Electronic Bill Release Approval (EBRA) at
                                    which time ALLTEL is authorized to produce
                                    and release (distribute) the respective mail
                                    job. (The respective mail job is considered
                                    delivered by ALLTEL when it is both
                                    available for imaging and an independent
                                    EBRA is tolled via the established E-Mail
                                    system. Because ALLTEL dataset deliveries of
                                    Client-generated image queues require
                                    transfer of imaged data to ALLTEL's
                                    independent production environment, an
                                    independent (electronic mail-based) release,
                                    containing bill count and dollar amount
                                    proof totals, is required from the Client or
                                    the designated originating processing unit.
                                    The EBRA is required in addition to
                                    internally supplied proof totals within the
                                    transferred data stream.)

                           (b)      Client will provide inserts, including
                                    delivery to ALLTEL in compliance with
                                    ALLTEL's materials acceptance standards.
                                    Client's inserts must be paper which can be
                                    handled by ALLTEL's automated inserter
                                    equipment.

                           (c)      Client will notify ALLTEL if Client will
                                    include in a cycle more inserts than two (2)
                                    inserts per bill or any inserts in
                                    treatments. In such event, Client will allow
                                    ALLTEL reasonable additional time of
                                    performance for such cycle (and take into
                                    account the additional time needed when
                                    calculating the applicable Service Level
                                    under Exhibit F). The number of inserts
                                    shall be limited to the capacity of ALLTEL's
                                    inserters, but in no event shall such
                                    requirement be more than five (5) inserts
                                    per bill or treatment;

                           (d)      Client will provide ALLTEL reasonable notice
                                    of required forms

                                     C - 5
<PAGE>

                                    change or reimburse ALLTEL for the direct
                                    cost of unusable inventory. ALLTEL reserves
                                    the right to order up to three (3) months'
                                    supply of forms and envelopes.

                           (e)      Client will provide extract schedules for
                                    each exchange area and specific customers
                                    and CABS cycles as required by ALLTEL.

                           (f)      Client will provide a list of changes that
                                    occur per bill cycle and will meet with
                                    ALLTEL at least monthly regarding bill
                                    quality.

                           (g)      Client shall specify any delivery method
                                    other than U.S. mail.

                           (h)      Client will schedule its audit, testing and
                                    quality assurance activities at times and in
                                    a manner designed not to cause workflow
                                    delays.

                           (i)      Client shall provide ALLTEL with
                                    specifications for Client's initial bill
                                    format (subject to ALLTEL's standard
                                    operating procedures) no later than
                                    one-hundred twenty (120) Days prior to the
                                    first conversion.

3.       OTHER.

         3.1      MATERIALS. The following materials will be used for bills and
                  notices unless otherwise specified:

                  (a)      20# perforated banner page with laser-printed logos
                           and background;

                  (b)      standard 8.5x11 inch white (non pre-printed) for
                           sheets 2...n;

                  (c)      standard 8.5x11 inch white pre-printed logo paper for
                           CABS bills; and

                  (d)      Mailing envelopes: standard #10 double cellophane
                           window or large window envelope for CABs bills and
                           chubbies; and; Remittance: standard pre-printed #9
                           single die-cut window.

         3.2      DOCUMENT IMAGING. ALLTEL will provide all document imaging for
                  residential bills and disconnect notices will be in duplex
                  mode (laser imaging on both sides). Document imaging for large
                  commercial bills can be optionally imaged in duplex (front and
                  back) mode. CABS bills can be printed either simplex or duplex
                  depending on mutually agreed upon Client specifications.
                  Output processing print media shall be made to comply with
                  Client-requested bill formatting specifications within a
                  reasonable time frame which shall be ALLTEL's reasonable best
                  efforts to meet any applicable deadline of which Client has
                  notified ALLTEL for regulatory authority bill formatting
                  changes and not to exceed ninety (90) Days from date of
                  request for all other modifications or

                                     C - 6
<PAGE>

                  changes to ALLTEL's existing format at that time. All such
                  changes shall be made in accordance with the Change Management
                  Process described in Section 4 of this Exhibit.

         3.3      LASER IMAGING. All laser imaging will be single-color (black).

         3.4      TYPICAL MAIL PIECE. A typical mail piece will include:

                  (a)      Mailing envelope

                  (b)      Bill

                           -        Sheet 1, Page 1 - Banner page with
                                    laser-printed logo and perforated remittance
                                    stub. (ALLTEL reserves the right to move and
                                    reformat addresses on the banner to comply
                                    with postal specifications.)

                           -        Sheet 1, dynamically laser-printed backer,
                                    with variable data as specified and or
                                    static data as specified

                           -        Sheet 2...n, Duplex imaged detail with
                                    optional quadruplexed imaging for condensing
                                    logical pages onto same side

                  (c)      Remittance envelope

                  (d)      Client-supplied inserts

                  (e)      Typical CABS bills include the mailing envelope and
                           the laser imaged bill which consist of simplex or
                           duplex printed 8.5x11 inch forms.

         3.5      WASTED FORMS. Wasted forms caused by Client's changes to stock
                  forms and/or envelopes will be charged to the Client at
                  ALLTEL's cost.

         3.6      RETURN ADDRESSES. Return addresses, boxes and lines will be
                  supplied by the imaging equipment printer.

4.       CHANGE MANAGEMENT PROCESS. The Change Management Process for Output
         Processing Services shall be initiated by Client's completion of an
         "AOPC Change Service Order" which shall be the Change Order for
         purposes of Section 11.1 of the Agreement. Client shall submit the AOPC
         Change Service Order to the ALLTEL AOPC Programming Manager. Each AOPC
         Change Service Order shall be agreed upon and prioritized in accordance
         with the Change Management Process. An estimate of time of completion
         shall be communicated to Client and shall be tracked in Solve, which is
         the change control system used in connection with ALLTEL's Output
         Processing Services.

                                     C - 7

<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT D
                                                                           FINAL

                                    EXHIBIT D
                              CALL CENTER SERVICES

         This Exhibit describes the design, implementation and consulting
services that constitute the "Call Center Services."

1.       ALLTEL RESPONSIBILITIES.

         1.1      CALL CENTER SERVICES TO BE PERFORMED BY ALLTEL. ALLTEL will
                  provide consultation services for the design and
                  implementation of Client's two (2) inbound customer service
                  call center facilities (the "Call Centers") upon Client's
                  request. The plan will include scope of work, level of effort,
                  duration, milestones, critical path, dependencies, and
                  responsibilities for the Client and ALLTEL. Client is under no
                  obligation to obtain Call Center Services, except for those
                  Call Center Services provided prior to the Effective Date.

                  ALLTEL shall provide consulting and project management
                  services necessary to perform the Call Center activities
                  designated as an ALLTEL responsibility in Attachment 1 to this
                  Exhibit D, including, but not limited to the following;
                  provided, however, that ALLTEL shall not be responsible for
                  any of the following if not requested by Client:

                  (a)      Conduct the site selection process including
                           conducting site visits, evaluating economic
                           indicators, evaluation of available space, assisting
                           Client with site selection, participating in
                           negotiation of contracts and leases at Client's
                           request, and managing the development of
                           architectural plans for renovation;

                  (b)      Assist Client in retaining a construction firm who
                           will obtain necessary building permits and approvals
                           and implement the approved architectural and
                           engineering plans;

                  (c)      Assist in the oversight of construction or
                           renovation, including deployment of appropriate
                           furniture and equipment;

                  (d)      Develop and manage the deployment of call routing
                           plans based on Call Center locations in relation to
                           Client Access Lines;

                  (e)      Manage the vendors who will deploy Client hardware
                           and software including but not limited to ACD/PBX,
                           desktop computers, fax machines, network
                           infrastructure, IVR, and application servers;

                  (f)      Manage the implementation of desktop applications;

                                     D - 1
<PAGE>

                  (g)      Define and verify Call Center voice and data circuit
                           requirements;

                  (h)      Develop a deployment and testing plan for the Call
                           Center LAN/WAN environment inclusive of associated
                           voice and data circuits;

                  (i)      Manage the completion of a testing plan for the Call
                           Center LAN/WAN environment inclusive of associated
                           voice and data circuits;

                  (j)      Provide an on-line reference manual when part of the
                           ALLTEL Software; and utilize Client-provided
                           information in the development of the Call Center
                           reference materials; all Client reference material
                           will be developed and/or provided by Client in HTML
                           format;

                  (k)      Develop a Call Center forecasting and staffing model
                           projecting the initial thirty-six (36) month
                           estimated staffing requirements;

                  (l)      Develop Call Center operational business processes,
                           methods and procedures based on defined Client
                           operational practices, policies, procedures, and
                           products and services;

                  (m)      Develop quality awareness processes and procedures
                           based on defined Client quality awareness goals and
                           objectives; and

                  (n)       Provide management and supervisory mentoring and
                            support for a duration of up to thirty (30) Days
                            following the opening of the Call Centers.

         1.2      ADDITIONAL CALL CENTER SERVICES. Upon request by Client,
                  ALLTEL shall provide additional Call Center Services, as
                  mutually agreed by the parties, to assist Client in
                  implementing the Call Centers. The Service Fees for additional
                  Call Center services shall be as mutually agreed to by both
                  parties.

2.       CLIENT RESOURCES AND RESPONSIBILITIES.

         2.2      INITIAL CALL CENTER ACTIVITIES. In addition to Client
                  Resources and responsibilities indicated in Attachment 1 to
                  this Exhibit, Client shall provide the following Client
                  Resources and responsibilities necessary for ALLTEL to provide
                  the Call Center Services:

                  (a)      Approved conversion schedule no later than
                           one-hundred eighty (180) Days prior to first Access
                           Line conversion;

                  (b)      Notify ALLTEL in writing of Call Center cities no
                           later than December 6, 1999;

                                     D - 2
<PAGE>

                  (c)      Notify ALLTEL in writing of Call Center sites no
                           later than December 6, 1999;

                  (d)      Executed lease agreements on selected sites no later
                           than December 15, 1999;

                  (e)      Descriptions of products and services, processes and
                           procedures currently offered by Access Line markets
                           being acquired no later than one-hundred fifty (150)
                           Days prior to first Access Line conversion;

                  (f)      Call center statistical information for the servicing
                           of the Access Lines being acquired no later than
                           one-hundred twenty (120) Days prior to first Access
                           Line conversion. This information must include, but
                           is not limited to, calling volumes, daily
                           distribution of calls, distribution of calls by call
                           type (new order, service, billing inquiry, trouble
                           shooting, collections); and

                  (g)      Except as set forth in Exhibit B, all the computer
                           hardware, software, software licenses, CTI, equipment
                           (up to and including PBX, ACD, IVR, application
                           servers and data network equipment), and equipment
                           licenses, including personal computers and printers
                           and telephone instruments including headsets and
                           replacements at Call Center in sufficient quantities
                           and in good repair, with sufficient performance
                           characteristics and at the necessary times required
                           for ALLTEL to perform the Call Center Services
                           (including all data service units, modems, hubs,
                           routers and LAN operating system software).

         2.3      OPERATION OF THE CALL CENTERS. Client shall be responsible for
                  all daily operational requirements of the Call Centers,
                  including but not limited to maintenance and on-site technical
                  support. Technical support will consist of desktop application
                  support and maintenance within the Call Center, the Client LAN
                  environment contained within the Call Centers, administration
                  of the ACD(s), (i.e. moves, adds and changes within the ACD,
                  required as part of the Call Center operations),
                  administration and maintenance of the workforce management
                  applications(s), and administration and maintenance of the
                  voice and data recording (quality assurance) application.

3.       TIMELINE. Each party agrees and acknowledges that each Call Center will
         have unique requirements and specifications and that timely development
         and implementation of the Call Centers is dependent upon timely
         participation of both parties. Commitment dates will be mutually agreed
         upon by the parties and will be based on final Call Center requirements
         mutually agreed to by both parties.

                                     D - 3
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT D
                                                                           FINAL

                                  ATTACHMENT 1
                              CALL CENTER SERVICES

Below is a key activity list. It includes major tasks and deliverables that will
be addressed during design and implementation of the Call Centers. The following
roles and responsibilities are applicable as the Call Center Services are
provided by ALLTEL at the Client's request.

P -- Primary Responsibility
S -- Secondary Responsibility

Note: Where both parties have been identified as primary, the responsibility is
shared.

<TABLE>
<CAPTION>
              CALL CENTER IMPLEMENTATION OUTLINE
                  ROLES AND RESPONSIBILITIES                                           ALLTEL       CLIENT
              ----------------------------------                                       ------       ------
<S>                                                                                    <C>          <C>
1.       PROJECT PLANNING

         1.1      Meeting with Executive/Sr. Mgmt project leaders

                  1.1.1    Business Plan review                                           S            P

                  1.1.2    Corporate strategies, goals, objectives                        S            P

                  1.1.3    Call center vision                                             S            P

         1.2      Assemble team                                                           P            P

         1.3      Planning meetings                                                       P

         1.4      Define objectives                                                       P            P

         1.5      Identify constraints                                                    P            P

         1.6      Determine level of effort                                               P            P

         1.7      Create timeline                                                         P            P

         1.8      Define change management process                                        P            P

         1.9      Define communications plan                                              P            P

         1.10     Approve plan                                                                         P

2.       STAFFING/FORECASTING/SIZING

         2.1      Determine business needs                                                S            P

         2.2      Collect data

                  2.2.1    Customer base                                                  P            S

                  2.2.2    Line count                                                     P            S

                  2.2.3    Billing cycles                                                 P            S

                  2.2.4    Business/Residential ratios                                    P            S

                  2.2.5    Existing call volume history                                   P            S

         2.3      Develop staffing models                                                 P

         2.4      Create capacity planning models                                         P

3.       CITY SELECTION

         3.1      Identify target cities                                                  P            P

         3.2      Perform demographic analysis                                            P

         3.3      Conduct on-site visits                                                  P            S

         3.4      Advise of municipal/government considerations                           P            S

         3.5      Collect information from

                  3.5.1    Chamber of commerce                                            P

                  3.5.2    Economic development commission                                P

         3.6      Perform high level review of available population                       P

         3.7      Identify available infrastructure                                       P

         3.8      Select cities                                                                        P

4.       SITE SELECTION
</TABLE>

                                     D - 4
<PAGE>

<TABLE>
<CAPTION>
              CALL CENTER IMPLEMENTATION OUTLINE
                  ROLES AND RESPONSIBILITIES                                           ALLTEL       CLIENT
              ----------------------------------                                       ------       ------
<S>                                                                                    <C>          <C>

         4.1      Determine facility needs                                                P

         4.2      Assess site availability                                                P

         4.3      Determine sites                                                         S            P

         4.4      Site approval meeting                                                   P            P

         4.5      Negotiate contracts                                                     P            P

5.       ARCHITECTURAL DESIGN MANAGEMENT

         5.1      Retain architect                                                        P            S

         5.2      Develop blue prints                                                     P

         5.3      Interior design                                                         P            S

         5.4      Approve plans                                                           S            P

6.       FACILITIES BUILD OUT MANAGEMENT

         6.1      Retain construction firm                                                P            S

         6.2      Obtain building permits                                                 P

         6.3      Site preparation                                                        P

         6.4      General construction                                                    P

         6.5      HVAC                                                                    P

         6.6      Telecommunications                                                      P

         6.7      Electrical                                                              P

         6.8      Install furniture, fixtures & equipment                                 P

7.       BUSINESS PROCESSES

         7.1      Determine support requirements

                  7.1.1    Products & services                                            P            S

                  7.1.2    Local feature availability                                     P            S

                  7.1.3    Rates structures                                               S            P

                  7.1.4    Billing cycles                                                 S            P

                  7.1.5    Identify PUC requirements                                      S            P

         7.2      Determine system capabilities

                  7.2.1    Document work flow                                             P

                  7.2.2    Document systems capabilities                                  P

         7.3      Determine customer interaction

                  7.3.1    Identify call types                                            P

                  7.3.2    Identify administrative work                                   P

         7.4      Develop interfaces requirements and SLA's with departments

                  7.4.1    Finance                                                        P            P

                  7.4.2    Accounts receivable                                            P            P

                  7.4.3    Engineering                                                    P            P

                  7.4.4    Installation/Repair                                            P            P

                  7.4.5    Facilities assignment/911                                      P            P

                  7.4.6    Marketing/advertising                                          P            P

                  7.4.7    Credit management                                              P            P

         7.5      Perform gap analysis                                                    P            P

         7.6      Develop High level processes                                            P            P

         7.7      Approval process                                                        P            P

         7.8      Develop detailed processes                                              P            P

         7.9      DEVELOP/DOCUMENT CLIENT REFERENCE MATERIAL

                  7.9.1    PRODUCTS                                                                    P

                  7.9.2    SERVICES                                                                    P

                  7.9.3    CORPORATE POLICIES                                                          P

                  7.9.4    CORPORATE PROCEDURES                                                        P

                  7.9.5    RATES                                                                       P

                  7.9.6    TARIFFS                                                                     P
</TABLE>

                                     D - 5
<PAGE>

<TABLE>
<CAPTION>
              CALL CENTER IMPLEMENTATION OUTLINE
                  ROLES AND RESPONSIBILITIES                                           ALLTEL       CLIENT
              ----------------------------------                                       ------       ------
<S>                                                                                    <C>          <C>
                  7.9.7    CALL CENTER POLICIES                                           P            S

                  7.9.8    CALL CENTER PROCEDURES                                         P            S

                  7.9.9    HUMAN RESOURCE POLICIES                                                     P

                  7.9.10   HUMAN RESOURCE PROCEDURES                                                   P

                  7.9.11   CUSTOMER SERVICE REPRESENTATIVE SCRIPTS                        P            S

                  7.9.12   DOCUMENT MANAGEMENT                                            S            P

8.       CALL ROUTING PLANS

         8.1      Identify calling methods                                                P

         8.2      Determine routing needs                                                 P

         8.3      Negotiate with 800 service vendors (if needed)                          S            P

         8.4      Develop routing plans                                                   P

         8.5      Testing                                                                 P

         8.6      Engage temporary/test plans                                             P

         8.7      Engage permanent plans                                                  P

         8.8      Develop maintenance plan routing schemes & contingency                  P

9.       PERSONNEL

         9.1      Review staffing models                                                  P

         9.2      Review business processes                                               P

         9.3      Review service level agreements                                         P

         9.4      Human Resources

                  9.4.1    Develop organizational chart                                   P            S

                  9.4.2    Develop core competencies                                      P            S

                  9.4.3    Develop job descriptions                                       P            S

                  9.4.4    Develop compensation plans                                     P            P

                  9.4.5    Develop sales/service incentive programs                       P            P

                  9.4.6    401K                                                                        P

                  9.4.7    Health care                                                                 P

                  9.4.8    Vacation                                                                    P

                  9.4.9    Attendance                                                                  P

                  9.4.10   Ethics                                                                      P

                  9.4.11   Disciplinary                                                                P

                  9.4.12   Background checks                                                           P

                  9.4.13   HR legal                                                                    P

                  9.4.14   Union interfaces                                                            P

                  9.4.15   Federal compliance's                                                        P

         9.5      Hiring

                  9.5.1    Develop job postings                                           S            P

                  9.5.2    Job fairs, advertising, recruiters                             S            P

                  9.5.3    Receive resumes                                                S            P

                  9.5.4    Setup interviews                                               S            P

                  9.5.5    Interviews                                                     S            P

                  9.5.6    Offer/acceptance                                               S            P

                  9.5.7    Employee orientation                                           S            P

         9.6      Quality Awareness

                  9.6.1    Develop QA objectives for the agents with management           P

                  9.6.2    Determine reports and information for measurement tools        P

                  9.6.3    Develop agent observation checklist                            P

                  9.6.4    Develop feedback process                                       P

         9.7      Mentoring & training supervisors and managers
</TABLE>

                                     D - 6
<PAGE>

<TABLE>
<CAPTION>
                        CALL CENTER IMPLEMENTATION OUTLINE
                            ROLES AND RESPONSIBILITIES                                 ALLTEL       CLIENT
                        ----------------------------------                             ------       ------
<S>                                                                                    <C>          <C>

                  9.7.1    Recommend service level and other measurement objectives       P

                  9.7.2    Identify performance standards for all positions
                           (agents/supervisors/managers)                                  P

                  9.7.3    Train on use of ACD reports to measure performance             P

                  9.7.4    Train for the use of monitoring and performance coaching       P

                  9.7.5    Conduct workshops for monitoring calibration                   P

                  9.7.6    Provide mentor on supervisory/management duties to ensure
                           effective evolution of center management                       P

10.      EQUIPMENT

         10.1     Needs assessment

                  10.1.1   Identify business requirements                                 P

                  10.1.2   Develop functional requirements                                P

                  10.1.3   Identify desired/required interfaces                           P

                  10.1.4   Define general specifications                                  P

         10.2     Identify potential solutions providers                                  P

         10.3     Develop/distribute RFP                                                  P            S

         10.4     Manage RFP process

                  10.4.1   ACD                                                            P            S

                  10.4.2   VRU                                                            P            S

                  10.4.3   Call center WFM software                                       P            S

                  10.4.4   Quality monitoring software                                    P            S

                  10.4.5   LAN/WAN system                                                 P            S

         10.5     Select vendor                                                           S            P

         10.6     Equipment ownership                                                                  P

         10.7     Manage Installation (2 sites)

                  10.7.1   ACD                                                            P

                  10.7.2   VRU                                                            P

                  10.7.3   LAN/WAN hardware software                                      P

                  10.7.4   Testing

                           10.7.4.1 Integration of equipment                              P

                           10.7.4.2 Participate in platform installation testing          P

                           10.7.4.3 Integration with interfaces                           P

11.      CIRCUITS

         11.1     Determine Telecom/carrier circuit requirements                          P

         11.2     Receive vendor quotes                                                   P

         11.3     Make vendor selections                                                  P            P

         11.4     Order circuits                                                          P

         11.5     Manage installation                                                     P

         11.6     Testing                                                                 P

12.      CENTER OPENING

         12.1     Pre-opening final test for integrated systems                           P

         12.2     Monitoring all process and systems                                      P
</TABLE>

                                     D - 7

<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT E
                                                                           FINAL

                                    EXHIBIT E
                                  SERVICE FEES

         Service Fees for the Services, as defined in the Agreement, are set
forth below, and the amounts and conditions are effective through the Term of
the Agreement. The Service Fees do not include Pass-Through Expenses, as defined
in the Agreement.

1.       SERVICE FEES FOR CONVERSION SERVICES.

         1.1      SERVICE FEES FOR CONVERSION. The total Service Fees payable by
                  the Client to ALLTEL for the Conversion Services described in
                  Exhibit L ("Conversion Fees") and rendered by ALLTEL from
                  September 24, 1999 through the Conversion Completion Date
                  (excluding any increases in Service Fees attributable to
                  changes to the Conversion Services as described in Exhibit L,
                  conversions of access lines other than the Access Lines,
                  Pass-Through Expenses in accordance with Section 7 of this
                  Exhibit, and Gap Closures described in Section 1.2) shall be
                  [*****] Dollars ($[*****]). ALLTEL shall invoice Client the
                  Conversion Fees in thirty-six (36) equal monthly installments,
                  together with interest computed as set forth below. The total
                  Conversion Fees for Conversion Services performed as of the
                  date of calculation, plus interest accrued thereon in
                  accordance with this Section 1.1, less Conversion Fees and
                  interest paid to ALLTEL shall be referred to as the
                  "Capitalized Conversion Fees." The first (1st) monthly
                  installment of Conversion Fees shall be due and payable on
                  December 30, 1999, and subsequent monthly installments shall
                  be due and payable on the thirtieth (30th) of each month
                  thereafter. No interest shall accrue on the unpaid balance of
                  Conversion Fees until July 1, 2000. Commencing July 1, 2000,
                  the unpaid balance of Service Fees for Conversion Services
                  shall bear interest at the rate of [*****] percent [*****] per
                  annum. ALLTEL shall invoice and Client shall pay the interest
                  charges on a monthly basis. After January 1, 2001, if Client
                  has paid all Service Fees due under this Agreement during the
                  previous twelve (12) months by the due date, the interest rate
                  shall be reduced to [*****] percent [*****] per annum for so
                  long as Client pays all Service Fees due by the due date.
                  Client may at any time pre-pay all or a portion of the
                  Conversion Fees without penalty.

         1.2      GAP CLOSURES. Services related to Gap Closures are not
                  included in the Service Fees specified in Section 1.1. "Gap
                  Closures" are only those modifications to the ALLTEL Software
                  required to meet regulatory requirements for those states in
                  which the Access Lines are located. Other modifications to
                  meet Client business requirements are not Gap Closures and
                  shall be requested by Client and prioritized, scheduled and
                  completed by the Variable Staff in accordance with Exhibit J.
                  ALLTEL estimates the Service Fees for Gap Closures performed
                  during Conversion Services to fall within the range of
                  $[*****] to $[*****]. Separately by state and after gaps have
                  been identified for that state, ALLTEL will provide Client
                  with a list of Gap Closures and an estimate of the

<PAGE>

                  hours and Service Fees associated with those Gap Closures.
                  Also separately by state, ALLTEL shall invoice Client the
                  actual Service Fees associated with Gap Closures in that state
                  at the conclusion of Gap Closure for the Access Lines in that
                  state, but not later than June 30, 2000.

         1.3      ASSUMPTIONS. The Service Fees for Conversion Services are
                  based on the assumptions set forth in Section 5 of Exhibit L.
                  Any changes to those assumptions or any failure on the part of
                  Client to timely fulfill its obligations described in Exhibit
                  L, including, but not limited to, timely provision of Client
                  Resources, which adversely affect the time or cost to provide
                  the Conversion Services may result in an increase in Service
                  Fees related to Conversion Services.

         1.4      SERVICE FEES FOR FUTURE CONVERSIONS. ALLTEL agrees that the
                  Service Fees for future conversions (i.e., conversions of
                  additional access lines to be acquired by Client or any
                  Affiliate other than the Conversions of the Access Lines
                  described in Exhibit L) shall be as mutually agreed by the
                  parties at the time of the future conversions; provided that
                  the Service Fees, excluding gap closures, for conversions of
                  between 50,000 and 500,001 additional access lines shall not
                  exceed the following:

<TABLE>
<CAPTION>
  NUMBER OF ACCESS LINES TO BE
CONVERTED IN A FUTURE CONVERSION                           SERVICE FEES PER ACCESS LINE
--------------------------------                           ----------------------------
<S>                                                        <C>
50,000 to 200,000 access lines                               $[*****] per access line
200,001 to 500,000 access lines                              $[*****] per access line
</TABLE>

                  The Service Fees for access lines for any such conversion
                  shall be at the lowest marginal rate set forth above.

         1.5      ENHANCEMENTS PRIOR TO CONVERSION. Client and ALLTEL have
                  agreed that certain enhancements specifically requested and
                  prioritized by Client will be completed prior to Conversion.
                  Those "Pre-Conversion Enhancements" are set forth in
                  Attachment 3 to this Exhibit E. ALLTEL estimates that the
                  total effort to complete the Pre-Conversion Enhancements will
                  be 13,400 hours. ALLTEL agrees to provide resources estimated
                  at 9,300 hours. Client agrees to provide resources using
                  Variable Staff up to 4,100 hours. If the parties mutually
                  agree that the Pre-Conversion Enhancements may jeopardize
                  meeting the Target Conversion Dates (as defined in Exhibit L),
                  Client agrees to evaluate the criticality of each
                  Pre-Conversion Enhancement and to postpone those
                  Pre-Conversion Enhancements which are not business critical
                  until after the Conversion Completion Date. ALLTEL provided
                  resources and Client's Variable Staff shall begin work on the
                  Pre-Conversion Enhancements no later than January 1, 2000.

2.       SERVICE FEES FOR MANAGED OPERATIONS SERVICES AND NETWORK OPERATIONS
         SERVICES.

                                     E - 2
<PAGE>

         2.1      ACCESS LINE CHARGES. For each Access Line for which ALLTEL is
                  then providing Managed Operations Services, Client shall pay
                  the incremental charge ("Access Line Charges" or "ALCs") set
                  forth in the following table. The number of Access Lines upon
                  which the ALC is calculated shall be determined as of the end
                  of the month based on the Customer Access Line and Equipment
                  Report generated through CAMS, plus any non-LEC lines, if
                  applicable. The ALCs may be modified over time only as
                  expressly set forth in the Agreement and this Exhibit E.
                  ALLTEL shall invoice Client the ALCs monthly, one month in
                  arrears.

<TABLE>
<CAPTION>
INCREMENTAL VOLUMES                       PRICING LEVELS FOR INCREMENTAL VOLUME
(IN # ACCESS LINES)                               (IN $/PER ACCESS LINE)
--------------------                      -------------------------------------
<S>                                       <C>
    0 - 600,000                                US$[*****] per line per month
 600,001 - 750,000                             US$[*****] per line per month
750,001 - 1,000,000                            US$[*****] per line per month
</TABLE>

                  For example, if Client has 800,000 Access Lines, the monthly
                  Access Line Charge would be $1,831,500, which is the sum of
                  (i) 600,000 Access Lines at $2.34 per Access Line; (ii)
                  150,000 Access Lines at $2.15 per Access Lines; and (iii)
                  50,000 Access Lines at $2.10 per Access Line.

                  In the event that the total number of Access Lines processed
                  for Client by ALLTEL exceeds 1,000,000, Client and ALLTEL
                  agree to negotiate in good faith to determine fair and
                  reasonable Access Line Charges for ALLTEL's processing of
                  Access Lines exceeding 1,000,000.

         2.2      COSTS ASSOCIATED WITH REBILLING. The increase in Service Fees
                  (excluding Service Fees for Output Processing Services) in
                  connection with a Client Error that necessitates a bill re-run
                  in accordance with Section 17.3 of the Agreement shall be
                  equal to ALLTEL's actual cost of performing the re-run in an
                  amount not to exceed $40,000 per bill cycle. The increase in
                  Service Fees for Output Processing related to such billing
                  re-run shall be as set forth in Section 6 of this Exhibit.

         2.3      DISASTER RECOVERY SERVICES. Disaster Recovery Services related
                  to the Managed Operations Services and Managed Network
                  Services are included in the Access Line Charges set forth in
                  Section 2.1 of this Exhibit.

3.       SERVICE FEES FOR CALL CENTER SERVICES. ALLTEL shall provide the Call
         Center Services described in Exhibit D and as compensation therefore
         Client shall pay Service Fees for Call Center Services as set forth in
         Attachment 1 to this Exhibit (dba Call Center Implementation). The
         hours set forth in Attachment 1 is an estimate of hours anticipated by
         consultant category. Client will be billed monthly for actual hours by
         consultant category at the rates set forth in Attachment 1. Service
         Fees for Call Center Services shall include those incurred prior to the
         Effective Date.

                                     E - 3
<PAGE>

4.       SERVICE FEES FOR TRAINING SERVICES. Client shall compensate ALLTEL for
         the Training Services described in Exhibit M for the Service Fees
         described below. ALLTEL will invoice Client for such Training Services
         on a monthly basis, one (1) month in arrears.

         4.1      CALL CENTER APPLICATION TRAINING AND NON-CALL CENTER
                  APPLICATION TRAINING.

<TABLE>
<CAPTION>
        RATE                                        TRAINING SERVICES
        ----                                        -----------------
<S>                       <C>
US$2,500 per Day per      -    For Call Center Application Training, described in Section 1.2
class                          of Exhibit M and Non-Call Center Application Training described in
                               Section 3 of Exhibit M; and

                          -    For Phase I Trainer Development, described in Section 2 of Exhibit M.

US$700 per Day            -    For Phase II, Phase III, and Phase IV Trainer Development, described
per class                      in Section 2 of Exhibit M.
</TABLE>

         4.2      CALL CENTER STAFF TRAINING. ALLTEL shall provide the
                  development and customization of the training materials for
                  the Call Center Staff Training described in Section 1.1 of
                  Exhibit M at the rates set forth in Attachment 2 to this
                  Exhibit. Subject to Section 20 of the Agreement, Client shall
                  have a perpetual, royalty-fee right to use such training
                  materials to provide training by either Client or Client's
                  nominee. The hours set forth in Attachment 2 are estimates of
                  the hours needed for training development for all of the
                  classes described in Section 1.1 of Exhibit M. Upon request by
                  Client to develop and customize training materials for a
                  particular Call Center Staff Training class, ALLTEL will
                  develop and customize the requested training materials for an
                  hourly rate of $[*****] and Client will be billed monthly for
                  actual hours by consultant category at the rates set forth in
                  Attachment 2. Once developed and customized, Call Center Staff
                  Training and Trainer Development for Call Center Staff
                  Training shall be at the rates set forth in Section 4.1 for
                  Trainer Development.

         4.3      Travel and related out-of-pocket expenses for Training
                  Services shall be considered "Pass Through Expenses" payable
                  to ALLTEL in accordance with this Agreement.

         4.4      The Service Fees for Training Services set forth in Sections
                  4.1 and 4.2 of this Exhibit apply from the Effective Date
                  through the last Day of the sixth (6th) month following the
                  Conversion Completion Date. Beginning on the first day of the
                  seventh (7th) month following the Conversion Completion Date,
                  any Training Services provided by ALLTEL shall be provided in
                  accordance with Section 4 of Exhibit M and for such Service
                  Fees as are mutually agreed to by the parties.

         4.5      CERTIFICATION. Client agrees to participate in a certification
                  process to ensure continuity of quality of teaching material
                  when Client Trainers are delivering training. An ALLTEL
                  trainer will attend a training session being delivered by the
                  Client Trainer to determine whether the Client Trainer has
                  achieved a level of

                                     E - 4
<PAGE>

                  quality measurement to merit certification. Client will be
                  billed at a rate of $250.00 per hour for ALLTEL's
                  participation in the Trainer certification process.

5.       SERVICE FEES FOR VARIABLE STAFF.

         5.1.     SERVICE FEES PER RESOURCE. The Service Fees for each of the
                  Variable Staff defined in Section 9.3 of the Agreement and
                  described in Exhibit J are as follows:

<TABLE>
<CAPTION>
                                                     SERVICE FEES PER RESOURCE
      FUNCTIONAL CATEGORY                                   PER HOUR
      -------------------                            -------------------------
<S>                                                  <C>
Application Services and Development                        US$[*****]
Table Administration                                        US$[*****]
</TABLE>

                  * Rate applies from the Effective Date through the last Day of
                  the twelfth (12th) month following the Managed Operations
                  Commencement Date.

                  Beginning with the first day of the thirteenth (13th) month
                  following the Managed Operations Commencement Date, the
                  Service Fees for Table Administration shall be calculated at
                  ALLTEL's then-current rate for Table Administration as set
                  forth in Section 5.3 of this Exhibit.

                  The Service Fees include, for each Variable Staff, salaries,
                  benefits, taxes, training, space, supplies, equipment and
                  software, and personnel administration and supervision, and
                  various overhead costs. Except for the Service Fees for
                  Variable Staff, Client shall not be responsible for any other
                  costs related to the Variable Staff, including without
                  limitation, Pass-Through Expenses, except as specifically
                  described in Section 9.4 of the Agreement or Section 7 of this
                  Exhibit with respect to the Variable Staff.

         5.2      VARIABLE STAFF TRUE UP. The Service Fees for Variable Staff
                  are subject to the adjustment described in this Section. The
                  minimum number of billable hours per Variable Staff FTE per
                  contract month (the "Minimum Billable Hours") shall be one
                  hundred thirty-two (132) hours. Commencing with the Managed
                  Operations Commencement Date, ALLTEL shall record and report
                  to Client on a quarterly basis and by functional category the
                  actual number of billable hours worked by the Variable Staff
                  FTEs on Client's behalf during the preceding quarter (the
                  "Actual Billable Hours"). For each functional category, within
                  thirty (30) Days after the end of each quarter, the Actual
                  Billable Hours worked for such quarter shall be compared to
                  the Minimum Billable Hours for such quarter. For purposes of
                  calculating whether the Minimum Billable Hours exceed Actual
                  Billable Hours, the Minimum Billable Hours shall be reduced by
                  any hours during which the Variable Staff FTE is available
                  (based on six (6) hours per Day) and Client has not directed
                  ALLTEL to perform any Services utilizing such Variable Staff.
                  For each functional category, if the Minimum Billable Hours
                  exceed the Actual Billable Hours, the number of hours by which
                  the Minimum Billable Hours exceeded the Actual Billable Hours
                  shall be carried over to the next quarter (and to subsequent
                  quarters if necessary but for no more than one (1) year) and

                                     E - 5
<PAGE>

                  Client shall be entitled to additional Variable Staff hours in
                  the next quarter at no additional charge in the amount of the
                  carryover. As set forth in Exhibit J (Variable Staff), Client
                  agrees to a Minimum Resource Level of five (5) Variable Staff
                  for Application, Development and Support and four (4) Variable
                  Staff for Table Administration (subject to reductions
                  permitted under Section 19.4 and Exhibit P). For each
                  functional category, Client shall be required to pay the
                  monthly Service Fees for the one hundred thirty-two hours
                  (132) for each Variable Staff FTE regardless of whether any of
                  the Minimum Billable hours are not used in the current month
                  or are carried over. For each functional category and except
                  to the extent of any unused carryover of Minimum unbilled
                  hours, if the Actual Billable Hours exceed the Minimum
                  Billable Hours, ALLTEL shall invoice Client for such excess on
                  a quarterly basis at ALLTEL's then-current rates for Variable
                  Staff for the applicable labor categories as set forth in
                  Section 5.3.

         5.3      SPOT RATES FOR VARIABLE STAFF. At Client's request, ALLTEL
                  shall provide Variable Staff on a short term basis in
                  accordance with Section 9.4 of the Agreement, at ALLTEL's
                  then-current rates for the applicable labor categories
                  specified below:

<TABLE>
<CAPTION>
                                                              PER HOUR RATE AS OF THE
  APPLICABLE LABOR CATEGORY                                        EFFECTIVE DATE
  -------------------------                                   -----------------------
<S>                                                           <C>
-        Programmer                                                     $[*****]
-        Business Analyst
-        Project Management Support
-        Client Services Assistant                                      $[*****]
-        Technical Writers
-        Quality Analyst                                                $[*****]
-        Production Analyst
-        Management/Supervision                                         $[*****]
-        Database Analyst                                               $[*****]
-        Table Administration                                           $[*****]
</TABLE>

                  The hourly rates set forth above for each applicable labor
                  category are ALLTEL's rates as of the Effective Date. Such
                  rates shall not change prior to June 30, 2001 and thereafter
                  shall be increased only as provided in Section 8.4 of this
                  Exhibit.

6.       SERVICE FEES FOR OUTPUT PROCESSING SERVICES. Monthly Service Fees for
         Output Processing shall be calculated as follows (subject to the
         provisions of Section 6.2):

<TABLE>
<CAPTION>
         6.1      SERVICE COMPONENT CHARGES.                                                               LETTER-SIZE
         <S>                                                                                               <C>
                  (a)      DOCUMENT PROCESSING.

                           (i)      "Monthly Volume Charge" shall be as follows:
                                    1 - 500,000 First Pages                                                $[*****] per bill
                                    500,001 - 1,000,000 First Pages                                        $[*****] per bill
</TABLE>

                                     E - 6
<PAGE>

<TABLE>
                  <S>                                                                                      <C>
                           In the event that the total number of monthly bills
                           processed for Client exceeds 1,000,000, Client and
                           ALLTEL agree to negotiate in good faith to determine
                           fair and reasonable reduced Service Fees for
                           processing bills exceeding 1,000,000 per month.

                           (ii)     Processing of Additional 8 -1/2 x 11 Inch Page Images                  $[*****] per page
                                    (Includes Plain White Paper)

                  (b)      DOCUMENT PROCESSING FOR CABS.

                           (i)      CABS Mail Piece Charge                                                 $[*****] per bill

                           (ii)     Processing of Each Image                                               $[*****] per image

                  (c)      OTHER SERVICE COMPONENTS.

                           (i)      Setup and Rerun Charge per Mailing File Transmitted                    $[*****]

                           (ii)     Each Foreign Insert Enclosed                                           $[*****]

                           (iii)    Each I-Class Marketing Insert Infused (Excludes
                                    Development)                                                           $[*****]

                           (iv)     Each Large Flat Mail Piece Enveloped (3-10 ounces)                     $[*****]

                           (v)      Programming per Hour                                                   $[*****]

                  (d)      COST REIMBURSEMENT ITEMS.

                                                                                                           Pass-Through
                           (i)      Postage & Freight                                                        Expense
</TABLE>

                  (e)      THE FOLLOWING ITEMS ARE INCLUDED IN THE SERVICES FEES
                           SET FORTH ABOVE:

                           -        One Letter-size Perforated Banner-page
                                    Image;

                           -        Plain Paper Stock for Additional Pages
                                    2...n;

                           -        Standard #10 Double-window Mailing Envelope;

                           -        Standard #9 Remittance Envelope Insert;

                           -        Limited Selective Inserting (5 selects);

                           -        Manifests-driven Mailstream Distribution
                                    Service;

                           -        Designated Customer Service Representative;

                           -        Daily Production Status Reporting via
                                    E:MAIL; and

                           -        Redundant Reserve Disaster Recovery Service
                                    Component.

         6.2      MINIMUM MONTHLY VOLUME CHARGE. Client acknowledges that
                  pricing of the Monthly Volume Charge is based on the
                  assumption that Client's billing will exceed a certain minimum
                  level. Therefore, in any given month Client agrees to pay the
                  greater of (1) the Monthly Volume Charge as computed according
                  to Section 6.1(a) or (2) the "Minimum Volume Charge", as
                  computed below.

                                     E - 7
<PAGE>

                  The Minimum Volume Charge shall be [*****] percent [*****] of
                  the Monthly Volume Charge computed for the "Current Base
                  Volume."

                  The Current Base Volume initially shall be the number of "Mail
                  Pieces" (i.e., any form of customer communication delivered to
                  the U.S. Postal Service or an alternate carrier) processed by
                  ALLTEL for Client in the month subsequent to the Managed
                  Operations Commencement Date. In any subsequent calendar
                  month, during the twelve (12) month period from the Managed
                  Operations Commencement Date, in which the total number of
                  Mail Pieces processed by ALLTEL for Client exceeds the
                  established Current Base Volume, the number of Mail Pieces
                  processed for Client in the subsequent calendar month shall
                  become the Current Base Volume. A new Current Base Volume will
                  be reset at the end of each twelve (12) month anniversary
                  period to equal the total number of Mail Pieces processed by
                  ALLTEL for Client in the month with the largest volume during
                  the preceding year. For purposes of calculating the Minimum
                  Monthly Charge, the following items shall not be included in
                  the Current Base Volume: (1) nonrecurring special mailings;
                  (2) rebillings; and (3) reductions in the number of Mail
                  Pieces due to electronic billing provided to Client by ALLTEL.

                  ALLTEL will notify Client in writing when a new Current Base
                  Volume and Minimum Volume Charge have been established. The
                  new Current Base Volume and Minimum Volume Charge will take
                  effect at the first billing date following the mailing of such
                  written notice.

         6.3      DISASTER RECOVERY SERVICES. Disaster Recovery Services related
                  to Output Processing Services are included in the Service Fees
                  described in Section 6 of this Exhibit.

7.       TRAVEL, TEMPORARY LIVING AND RELATED EXPENSES. Client acknowledges that
         the Service Fees set forth in this Exhibit do not include ALLTEL's
         reasonable travel, temporary living, or other related expenses, which
         are necessary to provide the Services and will be billed to Client as a
         Pass-Through Expense, as defined in the Agreement. ALLTEL agrees to
         give Client reasonable advance notice of anticipated temporary living
         expenses.

8.       COST OF LIVING ADJUSTMENT ("COLA").The Service Fees set forth in
         Section 2.1 for Access Line Charges (excluding that component which is
         attributable to equipment), in Section 5 for Application Support and
         Development Variable Staff and in Section 6 for Output Processing
         Services may be increased (but not decreased) for COLA during the Term
         (including the transition period), in the amounts and on the dates
         specified in the applicable sections below.

         8.1      COLA ON THE ALCS.

                  (a)      INDEX. The parties agree to use the October 31
                           unadjusted Consumer Price Index, as published in the
                           Summary Data from the

                                     E - 8
<PAGE>

                           Consumer Price Index News Release by the Bureau of
                           Labor Statistics, U.S. Department of Labor, For All
                           Urban Consumers (All Items) ("CPI-U") for the
                           non-equipment non-labor component and the October 31
                           American Compensation Association Index, Information
                           Services Industry, National Index and the column
                           titles COLA/General Increase for the labor component
                           ("ACA Index") for purposes of determining the annual
                           COLA adjustment for ALCs. The equipment component of
                           the ALC is twelve percent (12%); the labor component
                           is forty-six percent (46%); and the non-labor
                           (non-equipment) component is forty-two percent (42%).
                           The parties agree that these percentages will be
                           fixed during the Term. The base year index for both
                           the CPI-U and ACA Index for calculating COLA on the
                           ALCs shall be the respective index on October 31,
                           2000 ("ALC Base Year Index").

                  (b)      CALCULATION. Beginning January 1, 2002, ALLTEL will
                           calculate and begin invoicing Client for the COLA
                           increases on the Access Line Charges. The increase
                           for COLA in a given year will be one-hundred percent
                           (100%) of the increase in the CPI-U for the
                           non-equipment non-labor component of the Access Line
                           Charges plus one-hundred percent (100%) of the ACA
                           Index for the labor component of the Access Line
                           Charges, both calculated on the increase from the ACI
                           Base Year Index through the October 31 previous to
                           the January of the calculation.

                  (c)      EXAMPLE. Assuming ALC Base Year Indexes for both
                           CPI-U and ACA Index of 100 and a CPI-U of 103 and an
                           ACA Index of 105 on October 31, 2001, the COLA
                           increase on January 1, 2002 would be calculated as
                           follows:

                           (ALC x 42% x (103-100)) + (ALC x 46%) x (105-100))

         8.2      COLA ON THE VARIABLE STAFF.

                  (a)      INDEX. The parties agree to use the ACA Index for
                           purposes of determining the annual COLA adjustment
                           for the Service Fees for Variable Staff described in
                           Section 5.1. The base year index for purposes of
                           calculating COLA on the Variable Staff shall be the
                           ACA Index on October 31, 1999 ("Variable Staff Base
                           Year Index").

                  (b)      CALCULATION. Beginning January 1, 2001, ALLTEL will
                           calculate and begin invoicing Client for COLA, if
                           any, for Variable Staff performing Application
                           Support and Development. The COLA increase in a given
                           year will be one hundred percent (100%) of the
                           increase in the ACA-Index from the Variable Staff
                           Base Year Index through the October 31 previous to
                           the January of the calculation times the Services
                           Fees for Variable Staff (Application Support and
                           Development) set forth in this Exhibit.

                                     E - 9
<PAGE>

                  (c)      EXAMPLE. Assuming a Variable Staff Base Year Index
                           (i.e. the ACA Index on October 31, 1999) of 100, and
                           an ACA-Index on October 31, 2000 of 103 on January 1,
                           2001, the Service Fees for Application Support and
                           Development Variable Staff would be calculated as
                           follows:

                                  $[*****] x 1.03 = $[*****] per hour

         8.3      COLA ON SERVICE FEES FOR OUTPUT PROCESSING SERVICES.

                  (a)      INDEX. The parties agree to use the following "Price
                           Increase Formula" to calculate any COLA increases in
                           Service Fees for Output Processing Services. The
                           Price Increase Formula equals (1) the increase in the
                           CPI-U, (2) plus the increase or minus the decrease in
                           the Published Bond Paper Index (published in the Pulp
                           & Paper Weekly Publication) divided by two. The
                           changes in the CPI-U and Published Bond Paper Index
                           shall be measured from the later of the Effective
                           Date or the time of the most recent COLA increase on
                           Service Fees for Output Processing Services.

                  (b)      CALCULATION. The COLA increases in Service Fees for
                           Output Processing Services shall be calculated by
                           multiplying the then-current Service Fee charges for
                           Output Processing Services by the Price Increase
                           Formula.

                  (c)      TIME OF INCREASE. ALLTEL has the right to increase or
                           decrease any Service Fees for Output Processing
                           Services upon thirty (30) Days' written notice to
                           Client; provided, however, that in no event shall any
                           increase or decrease in such Service Fees exceed the
                           amount generated by the Price Increase Formula nor
                           shall any increase or decrease in any given charge be
                           made more than one time in any twelve (12)-month
                           period nor shall any increase be made during the
                           first twelve (12) months after the Managed Operations
                           Commencement Date. These restrictions on ALLTEL's
                           rights to increase charges shall not apply to any
                           Pass-Through Expenses, and ALLTEL reserves at all
                           times the right to pass through to Client any
                           increase in costs for postage and/or forms furnished
                           directly or indirectly to Client at ALLTEL actual
                           cost, including reasonable charges for handling and
                           delivery. Client may request, and ALLTEL shall grant,
                           a decrease in the Service Fees for Output Processing
                           Services under the following conditions: (i) any such
                           decrease shall be based on a decrease in the Price
                           Increase Formula; (ii) decreases in Service Fees
                           shall be allowed only to the extent of any increases
                           in Service Fees over and above the Services Fees for
                           Output Processing Services set forth in Section 6.1
                           of this Exhibit; and (iii) Client may request a
                           decrease no more frequently than one time in any
                           twelve (12)-month period.

                  (d)      EXAMPLE. Assuming that the CPI-U on the Effective
                           Date is 100 and that on October 31, 2000 the CPI-U
                           has increased to 102 and on October 31, 2000, the
                           Published Bond Paper Index has increased 8% from the

                                     E - 10
<PAGE>

                           Effective Date, ALLTEL may increase the Service Fees
                           for Output Processing Services in the amount of six
                           percent (6%) based on the following Price Increase
                           Formula:

                                Price Increase Formula = 2% + (8%/2) = 6%

         8.4      COLA ON THE SPOT RATES FOR VARIABLE STAFF.

                  (a)      INDEX. The parties agree to use the ACA Index for
                           purposes of determining the annual COLA adjustment on
                           the hourly spot rates for Variable Staff set forth in
                           Section 5.3 of this Exhibit. The base year index for
                           purposes of calculating COLA on the Variable Staff
                           shall be the ACA Index on March 31, 2000 ("Spot Rate
                           Base Year Index").

                  (b)      CALCULATION. Beginning July 1, 2001, ALLTEL will
                           increase the hourly spot rates for Variable Staff for
                           COLA as set forth herein. The COLA increase in a
                           given year will be one hundred percent (100%) of the
                           increase in the ACA-Index from the Spot Rate Base
                           Year Index through the March 31 previous to the July
                           of the calculation times the hourly rates for each
                           Labor Category set forth in this Exhibit.

         8.5      CHANGES IN INDEXES. In the event any index used to calculate
                  COLA is discontinued or substantially changes its content and
                  format, the parties may substitute another comparable index
                  published by a mutually agreeable SOURCE.

                                     E - 11
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT E
                                                                           FINAL

                                    EXHIBIT E
                                  ATTACHMENT 1
                      SERVICE FEES FOR CALL CENTER SERVICES

<TABLE>
<CAPTION>
CONSULTANT BILLING RATES                  HOURLY          DAILY
------------------------                  ------          -----
<S>                                       <C>           <C>
Practice Managers                         $[*****]            $[*****]
Senior Consultant                         $[*****]            $[*****]
Consultant II                             $[*****]            $[*****]
Consultant I                              $[*****]            $[*****]
Business Analyst                          $[*****]            $[*****]
</TABLE>

ESTIMATED HOURS FOR CALL CENTER SERVICES:

<TABLE>
<CAPTION>
                                   PRACTICE MANAGERS       SENIOR CONSULTANT            CONSULTANT II
                                   -----------------   ------------------------    ------------------------
    TASK DESCRIPTIONS              # DAYS      PRICE    # DAYS        PRICE        # DAYS         PRICE
                                   ------      -----   -------    -------------    -------    -------------
Project Planning                     --         $--       23.0        $[*****]        33.0        $[*****]
Staffing/forecasting/sizing          --         $--       16.0        $[*****]        24.0        $[*****]
City Selection                       --         $--       32.0        $[*****]        48.0        $[*****]
Site selection                       --         $--       24.0        $[*****]        36.0        $[*****]
Architectural plans                  --         $--       24.0        $[*****]        36.0        $[*****]
Facilities buildout                  --         $--       56.0        $[*****]        84.0        $[*****]
Business processes                   --         $--      120.0        $[*****]       182.0        $[*****]
Call routing plans                   --         $--       48.0        $[*****]        72.0        $[*****]
Personnel                            --         $--         --              --          --              --
-Hiring                              --         $--       64.0        $[*****]        96.0        $[*****]
-Quality Awareness                   --         $--       36.0        $[*****]        54.0        $[*****]
-Mentoring                           --         $--       96.0        $[*****]       144.0        $[*****]
Equipment                            --         $--         --              --          --              --
-Purchasing                          --         $--       72.0        $[*****]       108.0        $[*****]
-Implementation                      --         $--       64.0        $[*****]        96.0        $[*****]
Circuits                             --         $--       12.0        $[*****]        18.0        $[*****]
Center opening                       --         $--       48.0        $[*****]        72.0        $[*****]
Project Management                   --         $--      210.0        $[*****]          --              --
Business Analysts                    --         $--         --        $[*****]          --              --
Business Analysts/Admin              --         $--         --        $[*****]          --              --
10% Contingency                      --         $--       95.0        $[*****]       225.0        $[*****]
TOTALS                                                 1,040.0        $[*****]     1,328.0        $[*****]

<CAPTION>
                                    CONSULTANT I       BUSINESS ANALYST              TOTALS
                                    -------------   ---------------------    ----------------------
    TASK DESCRIPTIONS               # DAYS  PRICE   # DAYS       PRICE       # DAYS       PRICE
                                    ------  -----   ------    -----------    ------   -------------
<S>                                 <C>     <C>     <C>       <C>          <C>      <C>
Project Planning                      --     $--       --     $     --        56.0     $[*****]
Staffing/forecasting/sizing           --     $--       --     $     --        40.0     $[*****]
City Selection                        --     $--       --     $     --        60.0     $[*****]
Architectural plans                   --     $--       --     $     --        60.0     $[*****]
Facilities buildout                   --     $--       --     $     --       140.0     $[*****]
Business processes                    --     $--       --     $     --       302.0     $[*****]
Call routing plans                    --     $--       --     $     --       120.0     $[*****]
Personnel                             --     $--       --     $     --          --     $[*****]
-Hiring                               --     $--       --     $     --       160.0     $[*****]
-Quality Awareness                    --     $--       --     $     --        90.0     $[*****]
-Mentoring                            --     $--       --     $     --       240.0     $[*****]
Equipment                             --     $--       --     $     --          --     $[*****]
-Purchasing                           --     $--       --     $     --       180.0     $[*****]
-Implementation                       --     $--       --     $     --       160.0     $[*****]
Circuits                              --     $--       --     $     --        30.0     $[*****]
Center opening                        --     $--       --     $     --       120.0     $[*****]
Project Management                    --     $--       --     $     --       210.0     $[*****]
Business Analysts                     --     $--    210.0     $[*****]       210.0     $[*****]
Business Analysts/Admin               --     $--    210.0     $[*****]       210.0     $[*****]
10% Contingency                       --     $--       --     $     --       320.0     $[*****]
TOTALS                                --     $--    420.0     $[*****]     2,788.0     $[*****]
</TABLE>

<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT E
                                                                           FINAL

                                    EXHIBIT E
                                  ATTACHMENT 2
                   SERVICE FEES FOR CALL CENTER STAFF TRAINING

<TABLE>
<CAPTION>
CONSULTANT BILLING RATES                  HOURLY          DAILY
------------------------                  ------        ---------
<S>                                       <C>           <C>
Practice Managers                         $[*****]       $[*****]
Senior Consultant                         $[*****]       $[*****]
Consultant II                             $[*****]       $[*****]
Consultant I                              $[*****]       $[*****]
Business Analyst                          $[*****]       $[*****]
</TABLE>

ESTIMATED HOURS FOR CALL CENTER STAFF TRAINING:

<TABLE>
<CAPTION>
        TASK             PRACTICE MANAGERS      SENIOR CONSULTANT          CONSULTANT II
    ------------         -----------------    ------------------       ------------------
    DESCRIPTIONS         # DAYS      PRICE    # DAYS       PRICE       # DAYS       PRICE
    ------------         ------      -----    ------       -----       ------       -----
<S>                      <C>         <C>      <C>       <C>            <C>       <C>
                           --         $--         --    $        --       --     $        --
                           --         $--         --    $        --       --     $        --
TRAINING (WITH + 10%)      --         $--      459.0    $[*****]       685.0     $[*****]
                           --         $--         --    $        --       --     $        --
                           --         $--         --    $        --       --     $        --
TOTALS                     --         $--      459.0    $[*****]       685.0     $[*****]

<CAPTION>
        TASK                CONSULTANT I     BUSINESS ANALYST             TOTALS
    ------------           --------------    ----------------    --------------------
    DESCRIPTIONS           # DAYS   PRICE    # DAYS     PRICE    # DAYS         PRICE
    ------------           ------   -----    ------     -----    ------         -----
<S>                        <C>      <C>      <C>        <C>      <C>        <C>
                             --      $--       --        $--          --    $          --
                             --      $--       --        $--          --    $          --
TRAINING (WITH + 10%)        --      $--       --        $--     1,144.0    $[*****]
                             --      $--       --        $--          --    $          --
                             --      $--       --        $--          --    $          --
TOTALS                       --      $--       --        $--     1,144.0    $[*****]
</TABLE>

Assumptions

     See assumptions, roles and responsibilities set forth in Exhibit M.
<PAGE>

                                                         dba Communications, LLC



                                    EXHIBIT E
                                  ATTACHMENT 3

<TABLE>
<CAPTION>
                                                                                                                            NEEDED
NUMBER         APPLICATION                                DESCRIPTION                                      PRIORITY        FOR CONV.
------         -----------                                -----------                                      --------        ---------
<S>            <C>                 <C>                                                                     <C>             <C>
1.                 CCS             Allow for designation of sales representative codes and sales              12
                                   channels on individual service orders and generate summary
                                   information.
2.                 CCS             Modify CCS to provide desk top support for customer correspondence         48
                                   templates (i.e., treatment notices, product and services
                                   descriptions, tax exempt forms, and life-line forms
3.                 MIROR           Allow for the ability to assign fiber in the loop                          22
4.                 MIROR           Allow users of MIROR to determine if a working loop is a second            21
                                   line

5.                 MIROR           Provide for a point-to-point circuit indicator in MIROR                    24
6.                 MIROR           Provision or indicate the existence of sublet service in MIROR             23
7.                 MIROR           Provide for the presence/location of air dryer equipment, cable            16
                                   pressure tranducers and cable pressure contractors in MIROR
8.                 MIROR           Allow for the inclusion of resistance zone date in terminal                25
                                   records in MIROR
9.                 MIROR           Allow for the inclusion of color code data in the terminal records          1
10.                MIROR           Allow for inclusion of administrative capacity of ready-access             15
                                   terminal in MIROR
11.                MIROR           Include loop make-up data in MIROR                                         36
12.                MIROR           Provide for multiplicity in considering pairs for assignment in            37
                                   MIROR

13.                MIROR           Identify terminal street addresses on service order output messages         3
14.                MIROR           Adhere to industry standard CLCI circuit ID format for all                 13
                                   applicable assignment activity
15.                MIROR           Ensure that both the receive and transmit side of a four-wire              38
                                   circuit are not only assigned to the same cable but that both
                                   sides are assigned with the same group of one-hundred (100) pairs
16.                MIROR           Indicate the presence and type of pre-equipped plugs in pair-gain          39
                                   systems in MIROR
17.                MIROR           Automatically generate line station transfers to facilitate                26
                                   assignment of facilities to service orders in MIROR
18.                MIROR           Automatically assign pairs that were reserved for a specific               40
                                   service order to that same order
19.                MIROR           Assign pending service orders to facilities of these with a                41
                                   compatible pending disconnect date
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                            NEEDED
NUMBER         APPLICATION                                DESCRIPTION                                      PRIORITY        FOR CONV.
------         -----------                                -----------                                      --------        ---------
<S>            <C>                 <C>                                                                     <C>             <C>
20.                MIROR           Loop make-up data stored in MIROR to access via on-line inquiry            14
21.                MIROR           Enhance to inventory and assign fiber in the local loop                    42
22.                MIROR           Enhanced to generate when necessary LSTs (Line Station Transfer).          26
                                   Today this is a manual process.

23.                MIROR           Does not use standard CLCI circuit id format.  Enhance to always           13
                                   adhere to CLCI standard
24.                MIROR           Binding post and color code data is inventoried in GTE's database           2
                                   like MIROR.  Enhance to accept that data and provide assignment on
                                   service order output message.  Store the data and include on
                                   service order output message
25.                ASAP            Link access order input to CAMS as appropriate                             47
26.                CAMS            Allow for the billing of pre-paid calling cards                            17
27.                CAMS            Allow for quarterly directory billing in addition to a monthly             44
                                   cycle

28.                CAMS            Generate invoices for expedited bills                                      18
29.                CAMS            Implement a standard process to address mass changes (i.e., NPA            45
                                   splits, rate changes, and system errors)
30.                CAMS            Ability to query prebill toll                                              20
31.                CAMS            Account to have a mixed class of service (i.e., a residence that           19
                                   also has a business line or a business that also has residence
                                   services)
32.                CAMS            Hierarchical account structure for business customers.  Large               4
                                   business accounts discounts only option is to discount at a
                                   summary level not at an individual department level.
33.                CABS            Access reform -- dba has indicated they intend to be a Tier 1              11
                                   (price cap) company
34.                CABS            Unbundled network billing                                                   6
35.                CABS            Zone Rating, Tiered Rating, and Volume Rating                               7
36.                CABS            Volume discounts, Discounted Rates                                          9
37.                CABS            Operator DA (TOPS) event billing                                            8
38.                CABS            LIDB billing                                                               10
39.                CABS            Reverse billing cellular need.                                             35
40.                CABS            Invoice Derived Billing                                                     5
41.                CABS            Foreign npa/nnx                                                            30
42.                CABS            Type 2a Cellular (tandem level billing)                                    31
43.                CABS            Lata Level Billing (complete difference in billing structure)              27
44.                CABS            Bill cycle assignment at carrier/service type level (complete              43
                                   difference in billing structure)
45.                CABS            BDT/CSR on CDROM                                                           28
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                            NEEDED
NUMBER         APPLICATION                                DESCRIPTION                                      PRIORITY        FOR CONV.
------         -----------                                -----------                                      --------        ---------
<S>            <C>                 <C>                                                                     <C>             <C>
46.                CABS            Recording to Billing CIC assignment while maintaining CIC                  29
                                   distinction

47.                CABS            Summary Bill                                                               33
48.                CABS            GTE bills single bill/single tariff and multi bill/multi tariff.           32
                                   We can only bill single bill/single tariff
                                   and multi bill/single tariff.

49.                CABS            Inter-Intra access that is considered local (GTE is not sure they          34
                                   have this)
50.                CABS            We are currently at Bellcore Version 32.  There will need to be            46
                                   accommodations made for an upgrade to Version 33.
</TABLE>


<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT F
                                                                           FINAL

                                    EXHIBIT F
                           SERVICE LEVEL MEASUREMENTS

1.   GENERAL PROVISIONS.

     1.1  GENERAL. Subject to Section 1.4 below, ALLTEL shall use its reasonable
          best efforts to perform the Services at a level of quality and
          performance at least equivalent to the measurements and service levels
          set forth in this Exhibit F for each of the Service Level Measurements
          (defined below). ALLTEL's Actual Performance (as defined below) of all
          Service Level Measurements shall be measured and reported each month
          for the period beginning on the first calendar Day of a month and
          ending on the final calendar Day of such Month (the "Reporting
          Period").

     1.2  REPORTING. No later than the twelfth (12th) business Day of each month
          during the Term, ALLTEL shall provide, as part of the monthly reports,
          a set of printed and/or electronic format reports to verify ALLTEL's
          actual performance ("Actual Performance") for each Service Level
          Measurement for the previous Reporting Period, except for the Service
          Level Measurement for Aged Tolls which shall be reported based on
          information provided by Client for the month previous to the Reporting
          Period, which shall be the Reporting Period for the Aged Tolls Service
          Level Measurement. Notwithstanding, ALLTEL shall not be required to
          report on the Service Level Measurements set forth in Sections 3.1 and
          3.2 of this Exhibit until seven (7) business Days after ALLTEL
          receives the necessary information regarding ALLTEL's Actual
          Performance from Client as set forth in Sections 3.1 and 3.2.

     1.3  DEFINITIONS.

          (a)  ACCESS LINE CHARGES: The Service Fees set forth in Section 2.1 of
               Exhibit E, as adjusted in accordance with Section 8 of that
               Exhibit.

          (b)  BELOW TARGET: The below target level of performance as defined
               for each of the Service Level Measurements in this Exhibit F.

          (c)  CHANGE MANAGEMENT PROCESS: The process described in Section 1.7
               of this Exhibit by which Service Level Measurements may be
               modified or deleted or new Service Level Measurements agreed
               upon.

          (d)  INITIAL ASSESSMENT DATE: The first Day of the fourth (4th) month
               following the Conversion Completion Date.

<PAGE>

          (e)  MINIMUM: The minimum level of performance accepted by Client for
               each of the Service Level Measurements described in this Exhibit
               F.

          (f)  MAXIMUM: The incentive level of performance as defined by the
               Service Level Measurements described in this Exhibit F.

          (g)  MONTHLY SERVICE LEVEL PERFORMANCE PAYMENT/CREDIT: The value by
               which the Service Fees are adjusted monthly in accordance with
               Section 4.4.

          (h)  MONTHLY TOTAL SERVICES LEVEL FACTOR: The sum of the individual
               Service Level Factors calculated in accordance with Section 4.2
               of this Exhibit.

          (i)  PERFORMANCE DESIGNATION: The designations "Below Target,"
               "Minimum," and "Maximum" for each of the Service Level
               Measurements described in Exhibit F.

          (j)  TIER I SERVICE LEVEL MEASUREMENTS: The Service Level Measurements
               for On-line Availability, System Response Time, and WAN
               Availability set forth in Section 2 of this Exhibit.

          (k)  TIER II SERVICE LEVEL MEASUREMENTS: The Service Level
               Measurements for Billing Accuracy, Aged Tolls, Completion
               Processing, Notices, Access Bills, Tolls, End-User Bills, Class-A
               Incident ART, Class-B Incident ART, Class-C Incident ART set
               forth in Section 3 of this Exhibit.

          (l)  SERVICE LEVEL FACTORS: The Service Level Factors set forth in
               Table 4.1.

          (m)  SERVICE LEVEL MEASUREMENTS: The Tier I Service Level Measurements
               and Tier II Service Level Measurements consisting of On-line
               Availability, System Response Time, and WAN Availability, Billing
               Accuracy, Aged Tolls, Completion Processing, Notices, Access
               Bills, Tolls, End-User Bills, Class-A Incident ART, Class-B
               Incident ART, and Class-C Incident ART.

          (n)  SYSTEM: Each of the following ALLTEL Software: CAMS (including
               MPS and EQA), CABS, CCS, MIROR, TARP, Frontware, ASAP and WFM
               (collectively referred to herein as the "Systems").

     1.4  EXCLUSIONS. ALLTEL may exclude from the determination of its Actual
          Performance of any and all applicable Service Level Measurement(s) the
          period of time for which any of the conditions set forth below
          (collectively, "Exclusions") adversely affect ALLTEL's ability to meet
          such Service Level Measurement(s).

                                      F - 2
<PAGE>

          (a)  Problems resulting from the following Client Resources:
               components (hardware, software, systems, network, i.e., switch
               failures, switch tape failure, etc.) for which Client (or any
               third party engaged by or acting on behalf of Client) is
               operationally and administratively responsible, including the
               inability of such components to process correctly, or deliver to
               ALLTEL for processing, date-related data without resulting in or
               causing logical or mathematical inconsistencies;

          (b)  Changes made to the IT environment by Client which were not
               communicated in accordance with the Change Management Process
               (e.g., installation of applications on the LAN or desktops which
               were not tested and approved for production use);

          (c)  Problems related to a prioritization or reprioritization of tasks
               by Client, where ALLTEL has notified Client in advance that such
               prioritization or reprioritization may affect Service Levels
               Measurements;

          (d)  Circumstances that constitute a Force Majeure Event as specified
               in Section 17 of the Agreement;

          (e)  Those additional items set forth in Section 17 of the Agreement;

          (f)  System or WAN unavailability due to maintenance, installation,
               upgrade or replacement of equipment or software performed by
               ALLTEL or by a third party to the extent such unavailability
               occurred during: (i) the applicable Maintenance Window as set
               forth in Section 2.1 or 2.3 of this Exhibit, or (ii) other times
               as agreed upon in advance by Client;

          (g)  Delays due to non-receipt or late receipt of Client input data,
               where the non-receipt or late receipt was beyond the control of
               ALLTEL;

          (h)  Temporary exclusions for Service Level Measurements(s) requested
               by ALLTEL during implementation planning (and approved in writing
               by Client), to implement a major change in applications,
               environments, conversions or system software;

                                      F - 3
<PAGE>

          (i)  Problems resulting from actions or inactions of Client contrary
               to ALLTEL's reasonable recommendations during the time period
               where ALLTEL and Client reasonably determine that Client's
               actions or inactions may have an adverse effect on ALLTEL's
               ability to meet a Service Level Measurement (i.e., if Client
               experiences recurring problems for which ALLTEL proposes a
               solution which Client elects not to pursue, etc.);

          (j)  Any failure by Client to fulfill its responsibilities or
               obligations under the Agreement affecting such ALLTEL
               performance;

          (k)  Any transactions excluded by mutual written agreement of ALLTEL
               and Client;

          (l)  Any failures of ALLTEL's Actual Performance to meet the Tier I
               Service Level Measurements or Tier II Service Level Measurements
               which occur prior to the Initial Assessment Date;

          (m)  Any failures of ALLTEL's Actual Performance to meet the affected
               Service Level Measurements which occur within thirty (30) Days of
               Client's production cutover to a new target system (i.e.,
               failures during deconversion).

     1.5  MEASURING TOOLS. The monitoring tools to be used by ALLTEL for
          measuring the Service Levels, shall be identified and agreed by the
          Parties prior to the Managed Operations Commencement Date. If, with
          Client's approval, ALLTEL elects to change monitoring tools, the
          parties will reasonably adjust the measurements as necessary to
          account for any increased or decreased sensitivity in the new
          monitoring tools, provided that ALLTEL has identified those
          differences prior to Client's approval.

     1.6  MEASUREMENT. All Service Level Measurements expressed as a percentage
          shall be calculated to two (2) decimal places (rounding to the next
          closest of those two (2) decimal places).

     1.7  CHANGE MANAGEMENT PROCESS. New Service Level Measurements may be added
          or replaced, or existing Service Levels may be modified or deleted,
          through the process set forth in this section, in order to achieve a
          fair, reasonable, attainable, accurate, meaningful, and consistent
          measurement of ALLTEL's performance of the Services.

          (a)  TRIGGER EVENTS. Events or changes that significantly affect
               Client requirements or ALLTEL's delivery of Services could
               trigger the need to delete or modify existing or add new Service
               Level Measurements. Such events and changes include the parties'
               planning process, changes in

                                      F - 4
<PAGE>

               Client's business (e.g., business requirements, acquisitions,
               divestitures, changes in volumes), additions of new Services,
               elimination of Services, regulatory requirements, audit
               requirements or emerging technology. The parties shall review
               Service Level Measurements on an annual basis for currency,
               fairness, reasonableness, attainability, accuracy and
               completeness.

          (b)  SERVICE LEVEL AGREEMENT CHANGE ASSESSMENT. Upon identifying the
               need to add, delete or modify a Service Level Measurement, Client
               or ALLTEL shall prepare a written analysis that supports such
               modification, addition or deletion (a "Service Level Measurement
               Change Proposal") and submit it to the ALLTEL Account Manager or
               Client Project Manager, as applicable. The parties shall then
               review the Service Level Measurement Change Proposal and the
               receiving party shall have forty-five (45) Days to respond with
               an assessment of the ramifications of the request (i.e. cost
               impacts, business ramifications, etc.). All Service Level
               Measurement Change Proposals must be mutually agreed upon (and
               agreement may not be unreasonably withheld conditioned, or
               delayed by either party) before any Service Level Measurements
               are added, deleted or modified and shall be prioritized in
               accordance with the Change Management Process described in
               Section 11 of the Agreement. If new Service Level Measurements
               are added or existing Service Level Measurements modified, the
               parties agree that the maximum potential Monthly Total Service
               Level Factor calculated in accordance with Section 4 of this
               Exhibit shall not be increased.

          (c)  DEVELOPMENT OF NEW MEASURING TOOLS. If ALLTEL implements new
               tools or techniques which are capable of more accurately
               measuring Actual Performance of the Service Level Measurements or
               of other service levels requested by Client, ALLTEL shall notify
               Client of new measuring capability using the procedures set forth
               in subsection (b) above.

     1.8  MATERIAL BREACH. Based upon the facts and circumstances at the time,
          Client has the right to declare that ALLTEL has committed a material
          breach of the Agreement under Section 19.2 of the Agreement, provided
          that the underlying facts support such a claim. ALLTEL's failure to
          achieve the Minimum Performance Designation for any Service Level
          Measurements in any one or more months shall not, in and of itself,
          serve as conclusive evidence or deem that ALLTEL has materially
          breached the Agreement. Client may but is not obligated to accept any
          Monthly Service Level Performance Payment/Credit in Client's favor.
          Client shall have waived its right to declare a material breach for a
          Service Level Measurement based on ALLTEL's Actual Performance for
          each month for which a Monthly Service Level Performance
          Payment/Credit was accepted in connection with such Measurement if
          Client does not bring its claim of material breach within ninety (90)
          Days of acceptance of the Monthly Service Level Performance
          Payment/Credit; provided that ALLTEL provides Client with all

                                      F - 5
<PAGE>

          information reasonably requested by Client which Client reasonably
          deems necessary to determine whether a breach may have occurred.

2.   TIER I SERVICE LEVEL MEASUREMENTS.

     2.1  ON-LINE AVAILABILITY.

          (a)  GENERAL. Subject to the Exclusions set forth in Section 1.4 of
               this Exhibit F, ALLTEL shall use its reasonable best efforts from
               the Managed Operations Commencement Date and during the Term to
               maintain On-line Availability so as to meet or exceed the Minimum
               Performance Designation set forth below.

          (b)  CALCULATION. On-line Availability shall be measured during the
               Reporting Period based on the Critical Uptime Periods and
               Maintenance Windows for each database ("Database") for each of
               the Systems set forth below:

<TABLE>
<CAPTION>
                                                                                             MAINTENANCE WINDOW
 SYSTEMS                          CRITICAL UPTIME PERIODS (CST)                                     (ET)
----------      -----------------------------------------------------------------       -----------------------------
<S>             <C>                                                                     <C>
CAMS            07:00-19:30 for Access Lines in the TX Database                         00:01 Sunday - 07:00 Monday
                07:00-20:30 for Access Lines in the OK and NM
                Database Monday-Saturday

CABS            08:00-19:00  for the one Database                                       00:01 Sunday - 07:00 Monday
                Monday-Saturday

CCS             24 hours per Day                                                        00:01 Sunday - 08:00 Sunday
                7 Days per week for the one Database                                    22:00 Friday - 01:00 Saturday

MIROR           07:00-20:30,  22:30-07:00 **  for Access Lines in the TX Database       00:01 Sunday - 08:00 Sunday
                07:00-21:30, 23:30-07:00** for Access Lines in the OK and NM            01:00 Monday - 03:00 Monday
                Database
                Monday-Sunday

TARP            07:00-19:30, 20:30-07:00 ** for Access Lines in the TX Database         00:01 Sunday - 08:00 Sunday
                07:00-20:30, 21:30-07:00 for Access Lines in OK and NM Database         01:00 Monday - 03:00 Monday
                Monday-Sunday

FRONTWARE*      24 hours a Day                                                          00:01 Sunday - 08:00 Sunday
                7 Days a week for the one Database

ASAP            07:00-21:00                                                             00:01 Sunday - 08:00 Sunday
                Monday-Saturday for the one Database

WFM             24 hours a Day                                                          00:01 Sunday - 08:00 Sunday
                7 Days a week for the one Database
</TABLE>

*    Excludes a one (1) hour window required weekly to reinitialize (reboot), if
     needed.

**   Excludes a one (1) hour window nightly to reinitialize (reboot) system, if
     needed.

                                      F - 6
<PAGE>

          The Actual Performance for On-line Availability shall be expressed as
          a percentage and calculated in accordance with the following process:

               (1)  DETERMINE ON-LINE AVAILABILITY FOR EACH SYSTEM GROUP

                    For each of the System Groups, On-line Availability shall be
                    computed in accordance with the following formula:

                    On-line Availability (System Group)=

                        ((SIGMA) Actual Uptime for each Database for each System
                        in a System Group / (SIGMA) Critical Uptime for each
                        Database in each System in a System Group) * 100

                    where:

                    "ACTUAL UPTIME" means the sum of the number of minutes
                    during the Reporting Period that each Database for each
                    applicable System is available for processing (that is, the
                    time the on-line applications were available to send,
                    process and receive messages) during the Critical Uptime
                    Period set forth in the above table.

                    "CRITICAL UPTIME" means the sum of the number of minutes for
                    each Database for each applicable System in the Critical
                    Uptime Period set forth in the above table minus the sum of
                    the number of minutes for any Exclusions, including but not
                    limited to maintenance, during the Reporting Period.

                    "SYSTEM GROUP" means each of the following groups of
                    Systems:

                    (i)   CAMS, CABS, and CCS;

                    (ii)  ASAP;

                    (iii) MIROR, TARP, Frontware, and WFM.

          (2)  DETERMINE ON-LINE AVAILABILITY PERFORMANCE DESIGNATION

               The On-line Availability Performance Designation shall be
               determined as follows:

               (i)  If the On-line Availability (System Group) for any System
                    Group calculated in accordance with the preceding subsection
                    is less than ninety-nine percent (99.00%), then the
                    Performance Designation for On-line Availability shall be
                    deemed to be "Below Target;" or

               (ii) If the On-line Availability (System Group) for each System
                    Group calculated in accordance with the preceding subsection
                    equals or

                                      F - 7
<PAGE>

                    exceeds ninety-nine percent (99.00%), then On Line
                    Availability shall be calculated as follows and expressed as
                    a percentage:

                        On-line Availability =

                            ((SIGMA) Actual Uptime for each Database in all
                            Systems / (SIGMA) Critical Uptime for each Database
                            in all Systems) * 100

                    and the Performance Designation for On-line Availability for
                    purposes of measuring ALLTEL's Actual Performance shall be
                    determined in accordance with the following:

<TABLE>
<CAPTION>
                                         PERFORMANCE DESIGNATION
                          -----------------------------------------------------
                          BELOW TARGET             MINIMUM              MAXIMUM
                          ------------             -------              -------
<S>                       <C>               <C>                         <C>
ON-LINE AVAILABILITY        <99.00%         99.00% through 99.80%       >99.80%
</TABLE>

     2.2  SYSTEM RESPONSE TIME.

          (a)  GENERAL. Subject to the Exclusions set forth in Section 1.4 of
               this Exhibit F, ALLTEL shall use its reasonable best efforts from
               the Managed Operations Commencement Date and during the Term to
               maintain the System Response Time so as to meet or exceed the
               Minimum Performance Designation set forth below.

          (b)  MEASUREMENT. System Response Time will be measured during the
               Critical Uptime Periods for CABS and CAMS set forth in the table
               in Section 2.1.(b) and using Internal Response Time.

          (c)  CALCULATION. The Actual Performance for System Response Time
               shall be computed for the Reporting Period in accordance with the
               following formula:

               System Response Time =

                    ((SIGMA) Internal Response Time for all transactions in CABS
                    during Critical Uptime + (SIGMA) Internal Response Time for
                    all transactions in CAMS during Critical Uptime) / total
                    number of transactions in CAMS and CABS during Critical
                    Uptime

               where:

                    "INTERNAL RESPONSE TIME" means the time between when a
                    request is received by the transaction processing software
                    and when the request is available to be sent back to the
                    requester.

                                      F - 8
<PAGE>

          (d)  PERFORMANCE DESIGNATION. The Performance Designations for
               ALLTEL's Actual Performance for System Response time are as
               follows:

<TABLE>
<CAPTION>
                                             PERFORMANCE DESIGNATION
                 ------------------------------------------------------------------------------
    SYSTEM            BELOW TARGET                    MINIMUM                   MAXIMUM
-------------    ----------------------       -----------------------    ----------------------
<S>              <C>                          <C>                        <C>
CABS and CAMS    System Response Time         System Response Time is    System Response Time
                 exceeds one (1) second       between .75 second and     Actual Performance is
                                              one (1) second             equal to or less than
                                                                         .75 second
</TABLE>

     2.3  WAN AVAILABILITY.

          (a)  GENERAL. Subject to the Exclusions set forth in Section 1.4 of
               this Exhibit F, ALLTEL shall use its reasonable best efforts from
               the Managed Operations Commencement Date and during the Term to
               maintain the WAN Availability so as to meet or exceed the Minimum
               Performance Designation set forth below.

          (b)  MEASUREMENT. "WAN Availability" shall be determined in accordance
               with the following process:

               (1)  DETERMINE WAN AVAILABILITY FOR EACH OF THE APPLICABLE
                    LOCATIONS.

                    For each of the Applicable Locations, WAN Availability shall
                    be computed in accordance with the following formula and
                    expressed as a percentage:

                        WAN Availability (for an Applicable Location)=

                            (Actual Availability for that Applicable Location /
                            Total Availability for that Applicable Location) *
                            100

                    where

                    "APPLICABLE LOCATION" means each of the following locations:

                        -    Client Corporate Headquarters (Dallas, TX);

                        -    Client Call Centers (Two (2) locations to be
                             designated by Client as provided in Section 2 of
                             Exhibit D);

                        -    ALLTEL Information Services (Twinsburg, OH); and

                        -    ALLTEL Output Processing Center (Little Rock, AR).

                        The parties agree that if ALLTEL provides the WAN,
                        including all circuits, to locations other than those
                        set forth in this Section, the parties shall modify this
                        Service Level Measurement to include those locations
                        using the process set forth in Section 1.7 of this
                        Exhibit.

                                      F - 9
<PAGE>

                    "ACTUAL AVAILABILITY" equals for each Applicable Location
                    the difference between Total Availability and the number of
                    hours of WAN outages (i.e., hours or portions thereof during
                    which the WAN is not accessible by Client, including but not
                    limited to outages resulting from equipment failure or line
                    failure) (or fractions thereof) during the Reporting Period
                    excluding the sum of hours (or fractions thereof) resulting
                    from any Exclusions, including but not limited to
                    maintenance during the WAN Maintenance Window, and any
                    Repair Time.

                    "TOTAL AVAILABILITY" during the Reporting Period equals the
                    number of Days in that Reporting Period multiplied by twenty
                    four (24) hours.

                    "REPAIR TIME" means the time between placement of an order
                    by ALLTEL with a third-party vendor (other than an ALLTEL
                    Affiliate) for WAN hardware repair or replacement and
                    completion of hardware repair or replacement.

                    "WAN MAINTENANCE WINDOW" means the period Sunday 12:00 a.m.
                    - 5:00 a.m. ET each week of a calendar month.

               (2)  DETERMINE PERFORMANCE DESIGNATION.

                    ALLTEL's Performance Designation for WAN Availability shall
                    be determined as follows:

                    (i)  If the WAN Availability for any Applicable Location
                         calculated in accordance with the preceding subsection
                         is less than ninety-eight and one-half percent
                         (98.50%), then the Performance Designation for WAN
                         Availability shall be deemed to be "Below Target;" or

                    (ii) If the WAN Availability for each Applicable Location
                         calculated in accordance with the preceding subsection
                         equals or exceeds ninety-eight and one-half percent
                         (98.50%), then WAN Availability shall be calculated in
                         accordance with the following formula and expressed as
                         a percentage:

                            WAN Availability =

                              (((SIGMA) Actual Availability for all Applicable
                              Locations) / ((SIGMA) Total Availability for all
                              Applicable Locations)) *100

                         and the Performance Designation for WAN Availability
                         for purposes of measuring ALLTEL's Actual Performance
                         shall be determined in accordance with the following:

                                     F - 10
<PAGE>

<TABLE>
<CAPTION>
                                 PERFORMANCE DESIGNATION
                        ----------------------------------------
                        BELOW TARGET       MINIMUM       MAXIMUM
                        ------------       -------       -------
<S>                     <C>                <C>           <C>
WAN AVAILABILITY          <98.50%          98.50%        >98.50%
</TABLE>

     (b)  OTHER WAN PERFORMANCE CRITERIA.

          (1)  EXECUTION OF NETWORK CHANGE REQUESTS (IN-SERVICE). ALLTEL will
               execute network changes initiated and approved by Client in the
               following `not to exceed' timeframes. Changes shall be made in
               accordance with the Change Management Process set forth in
               Section 11 of the Agreement. The timeframes set forth below
               measure the time between the parties reaching mutual agreement on
               a Change Order and the completion of that Change Order and do not
               include manufacturer lead times, hardware shipment or third-party
               (non-ALLTEL Affiliate) installation. ALLTEL will provide up to
               ten (10) router/data packet changes per device per month.

<TABLE>
<CAPTION>
                                                                        EXECUTION TIMEFRAME
                     NETWORK CHANGE                                      (IN BUSINESS DAYS)
                     --------------                                     -------------------
<S>                                                                    <C>
Simple Configuration Changes (e.g., Access List Requests)                        3*
Activation of New Interfaces (e.g., new Ethernet segments)                       5
Hardware upgrades (e.g., flash memory)                                           10
Software Upgrades (Single Device)                                                5
Software Upgrades (Major / Network-Wide)                               Individual Case Basis
</TABLE>

* The parties agree that this period may be extended by mutual agreement of the
parties, but not beyond two (2) additional business Days. Client shall not
unreasonably withhold its agreement to extend the Execution Timeframe if
reasonably required.

          (2)  EXECUTION OF NETWORK CHANGE REQUESTS (ADDITIONS). ALLTEL will
               execute network additions initiated by Client in the following
               `not to exceed' timeframes:

<TABLE>
<CAPTION>
                                                                        EXECUTION TIMEFRAME
                      NETWORK CHANGE                                     (IN BUSINESS DAYS)
                      --------------                                    -------------------
<S>                                                                     <C>
Activation of new network device (new office or relocation)                      5*
NOTE:  Timeframe excludes manufacturer lead time, hardware
       shipment and third party (non-ALLTEL Affiliate)
       installation.
</TABLE>

* The parties agree that this period may be extended by mutual agreement of the
parties,

                                     F - 11
<PAGE>

          but not beyond five (5) additional business Days. Client shall not
          unreasonably withhold its agreement to extend the Execution Timeframe
          if reasonably required.

          (3)  INCIDENT MANAGEMENT FOR CHRONIC SITE OUTAGES. If an Applicable
               Location experiences three (3) or more outages within a period of
               two (2) weeks, the situation will be deemed `chronic' and handled
               as a Class A Incident. ALLTEL will manage chronic situations
               twenty-four (24) hours a Day, seven (7) Days a week. Testing will
               be conducted at the affected Applicable Location to identify the
               root cause and corrective action will be taken to resolve the
               problem and mitigate future problem situations.

          (4)  NOTIFICATION OF SCHEDULED MAINTENANCE. ALLTEL will provide to
               Client a minimum of five (5) Days advance notice when scheduling
               network maintenance activities. Any changes to such maintenance
               schedule shall be made only as the result of `Service Requests'
               made through the Change Management Process.

          (5)  NOTIFICATION OF UNSCHEDULED EMERGENCY CHANGES. ALLTEL will
               provide to Client a minimum of thirty (30) minutes advance notice
               when making any unscheduled emergency changes to the WAN.

          (6)  NOTIFICATION OF OUTAGES. ALLTEL shall use its commercially
               reasonable efforts to detect outages and notify Client of the
               same. ALLTEL objective is to detect 90% of all detectable
               outages, open trouble ticket(s) and notify Client within thirty
               (30) minutes. If ALLTEL does not detect 90% or more of all
               detectable outages, or if ALLTEL does not notify Client within
               thirty (30) minutes, then ALLTEL will take corrective action to
               remedy the problem.

3.   TIER II SERVICE LEVELS MEASUREMENTS.

     3.1  BILLING ACCURACY.

          (a)  GENERAL. Subject to the Exclusions set forth in Section 1.4 of
               this Exhibit F, ALLTEL shall use its reasonable best efforts from
               the Managed Operations Commencement Date and during the Term to
               maintain Billing Accuracy as to meet or exceed the Minimum
               Performance Designation set forth below.

          (b)  MEASUREMENT.

               (1)  SAMPLE DURING BILL VERIFICATION. Within the bill
                    verification process, Client shall verify at least 0.15% of
                    bills per cycle ("Minimum Sample Size") during each
                    Reporting Period to determine the number of ALLTEL Errors
                    (defined below) for

                                     F - 12
<PAGE>

                    purposes of measuring Billing Accuracy for each Reporting
                    Period.

               (2)  INVESTIGATION. Also as a part of the bill verification
                    process, Client shall investigate any error found within the
                    Agreed Parameters (defined below) to determine whether the
                    billing error was an ALLTEL Error (defined below). Such
                    determination shall be made only with the agreement of
                    ALLTEL.

               (3)  REPORTING REQUIREMENTS. Client shall provide ALLTEL by the
                    fifth (5th) Day of each month, a report indicating the
                    number of bills verified for the previous month and the
                    number of ALLTEL Errors in such bills. Upon request, Client
                    shall provide ALLTEL with the supporting documentation,
                    including a copy of the bills containing the ALLTEL Errors.

          (c)  CALCULATION. The Actual Performance for Billing Accuracy shall be
               calculated on a calendar month basis in accordance with the
               following formula and expressed as a percentage:

                  Billing Accuracy =

                    ((Number Verified - Bills in Error)
                    / Number Verified) * 100

               where:

               "AGREED PARAMETERS" means taxes, ASOC and toll rating, optional
               calling plans, other charges and credits, proration calculations,
               unreadable information or bill truncation and subtotal and total
               bill amounts, and such other parameters as may be mutually agreed
               upon in writing by the parties.

               "ALLTEL ERRORS" means those billing errors directly resulting
               from the action or omission by ALLTEL within the Agreed
               Parameters, but shall exclude the following:

                     (i)    errors resulting from specifications or instructions
                            received from Client;

                     (ii)   except for the first such error, the same error
                            occurring in multiple bills within ten (10) Days
                            from the date that such error was first detected;

                     (iii)  errors detected that were signed off by Client in
                            quality assurance;

                     (iv)   errors which should have reasonably been detected by
                            Client during user acceptance testing;

                     (v)    errors relating to the failure of ALLTEL to post
                            tolls which is measured by the Aged Tolls Service
                            Level Measurement;

                                     F - 13
<PAGE>

                     (vi)   errors resulting from Client-entered data such as
                            Table Administration if Table Administration is not
                            provided by ALLTEL or by the Variable Staff; and

                     (vii)  errors of bill presentation or formatting issues,
                            except for unreadable information or bill
                            truncation.

              "BILLS IN ERROR" means the total number of bills during the
              Reporting period that contain ALLTEL Errors.

              "NUMBER VERIFIED" means the greater of the number of bills
              actually verified or the Minimum Sample Size. Client may verify a
              smaller percentage of bills than the Minimum Sample Size; however,
              if Client does so the bills not verified by Client within the
              Minimum Sample Size shall nonetheless be included in Number
              Verified and shall be considered to contain zero (0) ALLTEL
              Errors.

       (d)    PERFORMANCE DESIGNATION. The Performance Designation for ALLTEL's
              Actual Performance for Billing Accuracy are as follows:

<TABLE>
<CAPTION>
                                           PERFORMANCE DESIGNATION
                         ---------------------------------------------------------
                         BELOW TARGET              MINIMUM                 MAXIMUM
                         ------------              -------                 -------
<S>                      <C>                   <C>                         <C>
BILL ACCURACY              <98.00%             98.00% to 99.00%            >99.00%
</TABLE>

       3.2    AGED TOLLS.

              (a)    GENERAL. Subject to the Exclusions set forth in Section 1.4
                     of this Exhibit F, ALLTEL shall use its reasonable best
                     efforts from the Managed Operations Commencement Date and
                     during the Term to maintain posting of Aged Tolls as to
                     meet or exceed the Minimum Performance Designation set
                     forth below.

              (b)    MEASUREMENT. As a part of Managed Operations Services,
                     ALLTEL shall poll Client telecommunications switches for
                     toll message records (including incollects received from
                     third party telecommunications carriers and excluding error
                     corrections) ("Toll Message Records") at times established
                     and scheduled by the mutual agreement of the parties and
                     will post any Toll Message Record so obtained to Client
                     end-user accounts within thirty (30) Days of ALLTEL's
                     receipt of such Toll Message Record (the "Toll Posting
                     Period"). Where Client determines that ALLTEL has

                                     F - 14
<PAGE>

                     failed to meet the Toll Posting Period, Client will notify
                     ALLTEL within thirty (30) Days of Client of becoming aware
                     of such condition and ALLTEL will investigate such
                     discrepancies upon Client request. Failures to meet the
                     Toll Posting Period reported by Client and determined to be
                     a result of ALLTEL's failure to process Toll Message
                     Records within the Toll Posting Period shall be considered
                     "ALLTEL Failures".

              (c)    CALCULATION. ALLTEL's Actual Performance for Aged Tolls
                     shall be calculated for each Reporting Period (which shall
                     be one month in arrears for this Service Level Measurement)
                     using the following formula and expressed as a percentage:

                       Aged Tolls =

                         (Timely Posted Toll Records / Number of Toll Records)
                           * 100

                     where:

                     "TIMELY POSTED TOLL RECORDS" means the difference between
                     the Number of Toll Records and the number of ALLTEL
                     Failures during the Reporting Period.

                     "NUMBER OF TOLL RECORDS" means the number of Toll Message
                     Records processed by ALLTEL during the Reporting Period.

              PERFORMANCE DESIGNATION. The Performance Designations for ALLTEL's
              Actual Performance for Aged Tolls are as follows:

<TABLE>
<CAPTION>
                                         PERFORMANCE DESIGNATION
                      -------------------------------------------------------------
                      BELOW TARGET                    MINIMUM               MAXIMUM
                      ------------                    -------               -------
<S>                   <C>                         <C>                       <C>
Aged Tolls              <98.00%                   98.00% to 99.00%          >99.00%
</TABLE>

       3.3    COMPLETION PROCESSING.

              (a)    GENERAL. Subject to the Exclusions set forth in Section 1.4
                     of this Exhibit F, ALLTEL shall use its reasonable best
                     efforts from the Managed Operations Commencement Date and
                     during the Term to perform Completion Processing as to meet
                     or exceed the Minimum Performance Designation set forth
                     below.

              (b)    MEASUREMENT. ALLTEL shall post service orders completed by
                     Client for end-user services ("Service Orders") and
                     transmitted to ALLTEL (excluding error correction, mass
                     changes, and NPA splits) to the

                                     F - 15
<PAGE>

                     applicable Client customer account within the next billing
                     cycle after the time that the Service Order is completed
                     and released to the billing system, provided that, if a
                     Service Order is completed on the [last ?] Day of the
                     billing cycle, then ALLTEL shall have until the next
                     subsequent billing cycle to post the Service Order to the
                     customer's account (the "Service Order Posting Period").

              (c)    CALCULATION. The Actual Performance for Completion
                     Processing shall be calculated for each Reporting Period
                     using the following formula and expressed as a percentage:

                     Completion Processing =

                            (Service Orders Timely Posted/ Service Orders
                            Submitted) * 100

                     where:

                     "SERVICE ORDERS SUBMITTED" means the number of Service
                     Orders (excluding error correction, mass changes, and NPA
                     splits) completed by Client and released to the billing
                     system during the Reporting Period;

                     "SERVICE ORDERS TIMELY POSTED" means the number of Service
                     Orders Submitted that were posted by ALLTEL within the
                     Service Order Posting Period for the Reporting Period.

              (d)    PERFORMANCE DESIGNATION. The Performance Designation for
                     ALLTEL's Actual Performance for Completion Processing is as
                     follows:

<TABLE>
<CAPTION>
                                                  PERFORMANCE DESIGNATION
                                 --------------------------------------------------------
                                 BELOW TARGET                MINIMUM              MAXIMUM
                                 ------------                -------              -------
<S>                              <C>                  <C>                         <C>
COMPLETION PROCESSING              <98.00%            98.00% through 99.00%       >99.00%
</TABLE>

       3.4    PRODUCTION DELIVERY SCHEDULES.

              (a)    GENERAL. Subject to the Exclusions set forth in Section 1.4
                     of this Exhibit, ALLTEL shall use its reasonable best
                     efforts from the Managed Operations Commencement Date and
                     during the Term to meet or exceed the Minimum Performance
                     Designation for Production Delivery Schedules set forth
                     below.

              (b)    MEASUREMENT AND CALCULATION. Production delivery for CAMS
                     and CABS shall be measured each month as the percentage of
                     Notices (defined

                                     F - 16
<PAGE>

                     below), access bills, toll data, and end-user bills that
                     are processed and/or delivered to Client or the United
                     States Post Office (or other delivery method as mutually
                     agreed) as set forth below:

                     (i)    NOTICES. "NOTICES" are defined as a Mail Piece (as
                            defined in Section 6.2 of Exhibit E) sent by ALLTEL
                            to a Client end-user or CABS customer that informs
                            such customer of information or action by Client in
                            connection with that customer's account. ALLTEL
                            shall deliver Notices to the United States Post
                            Office for mailing within one (1) business Day
                            (Monday-Friday) of the completion of each scheduled
                            processing cycle (i.e., the time the Notice enters
                            the print queue) which shall be the "NOTICE
                            SPECIFIED TIME." The Actual Performance for Notices
                            shall be calculated for each Reporting Period using
                            the following formula and expressed as a percentage:

                               Notices  =

                                 (Notices Timely Delivered /Notices Submitted)
                                     * 100

                            where:

                            "NOTICES SUBMITTED" means the number of Notices
                            submitted to ALLTEL during the Reporting Period.

                            "NOTICES TIMELY DELIVERED" means the number of the
                            Notices that were actually delivered by ALLTEL
                            within the Notices Specified Time during the
                            Reporting Period.

                     (ii)   ACCESS BILLS. ALLTEL shall deliver access bills to
                            the United States post office (or other delivery
                            method as mutually agreed) for mailing within three
                            (3) business Days (Monday-Friday) after Client
                            approval as described in Exhibit C which shall be
                            the "ACCESS BILLS SPECIFIED TIME". The Actual
                            Performance for Access Bills shall be calculated for
                            the Reporting Period using the following formula and
                            expressed as a percentage:

                               Access Bills =

                                 (Access Bills Timely Delivered /
                                 Access Bills Submitted) * 100

                            where:

                            "ACCESS BILLS SUBMITTED" is defined as the number of
                            access bills approved by Client during the Reporting
                            Period.

                                     F - 17
<PAGE>

                            "ACCESS BILLS TIMELY DELIVERED" means the number of
                            the access bills that were actually delivered by
                            ALLTEL within the Access Bills Specified Time during
                            the Reporting Period.

                     (iii)  TOLLS. ALLTEL shall perform switch polling, data
                            collection and processing within one (1) business
                            Day (Monday - Saturday) from the time polled, which
                            shall be the "TOLLS SPECIFIED TIME." The Actual
                            Performance for Tolls shall be calculated for the
                            Reporting Period using the following formula and
                            expressed as a percentage:

                               Tolls =

                                 (Telecommunications Switches Timely Polled /
                                 Available Telecommunications Switches)*100

                            where:

                            "AVAILABLE TELECOMMUNICATIONS SWITCHES" means the
                            number of Client telecommunications switches
                            scheduled and available for polling during the
                            Reporting Period.

                            "TELECOMMUNICATIONS SWITCHES TIMELY POLLED" means
                            the number of Available Telecommunications Switches
                            that were actually polled by ALLTEL within the Tolls
                            Specified Time during the Reporting Period.

                     (iv)   END-USER BILLS. ALLTEL will deliver end-user bills
                            to the U.S. Postal Service within the following
                            "END-USER BILL SPECIFIED TIME" following receipt of
                            the Electronic Bill Release Approval (EBRA)
                            described in Exhibit C and the necessary related
                            processable input file: (aa) twenty-four (24) hours
                            from EBRA for end-user bill Mail Pieces (as defined
                            in Exhibit E) totaling less than or equal to DQRD
                            (defined below) or by 6:00 p.m. CST on the next U.S.
                            Postal Service work Day; and (bb) forty-eight (48)
                            hours from EBRA or by 6:00 p.m. CST on the next U.S.
                            Postal Service work Day for end-user bill Mail
                            Pieces greater than DQRD. The parties agree that
                            this Service Level Measurement shall not apply to
                            any Mail Pieces exceeding two-hundred percent (200%)
                            of the DQRD (i.e., any Mail Pieces greater than
                            twice the average volume computed in accordance with
                            this section).

                            ALLTEL anticipates incremental distribution of
                            partial job lots (in trays) as production increments
                            are completed, packaged and turned over to the U.S.
                            Postal Service General Mail (GMF) Facility. When
                            incremental distributions occur, average tray

                                     F - 18
<PAGE>

                            turnaround time for the job will be reflected in
                            performance measures with the first and last tray
                            distribution time noted.

                            The Actual Performance for End-User Bills shall be
                            calculated for the Reporting Period using the
                            following formula and expressed as a percentage:

                               End-User Bills =

                                 (End-User Bills Timely Delivered /
                                   End-User Bills Submitted) *100

                            where:

                            "DQRD" (Daily Queue Reduction/Distribution) means
                            the product of (aa) 1.2 and (bb) Client's prior
                            month total mail piece volume divided by
                            twenty-eight (28). For example: If the Client's
                            prior month volume of mail pieces equaled 5.6
                            million bills, DQRD would equal 200,000 * 1.2 or
                            240,000 bills per Day.

                            "END-USER BILLS SUBMITTED" means the number of
                            end-user bill Mail Pieces approved by Client during
                            the Reporting Period.

                            "END-USER BILLS TIMELY DELIVERED" means the number
                            of end-user bill Mail Pieces that were actually
                            delivered by ALLTEL within the End-User Bill
                            Specified Time during the Reporting Period.

              (c)    PERFORMANCE DESIGNATIONS. The Performance Designations for
                     ALLTEL's Actual Performance for Production Delivery are as
                     follows:

<TABLE>
<CAPTION>
                                             PERFORMANCE DESIGNATION
                           ------------------------------------------------------------
                           BELOW TARGET              MINIMUM                    MAXIMUM
                           ------------              -------                    -------
<S>                        <C>                <C>                               <C>
Notices                      <97.00%             97.00% to 98.50%               > 98.50%
Access Bills                 <97.00%          97.00% through 99.00%             >99.00%
Tolls                        <92.00%          92.00% through 95.00%             >95.00%
End-User Bills               <97.00%          97.00% through 98.00%             >98.00%
</TABLE>

                                     F - 19
<PAGE>

       3.5    INCIDENT MANAGEMENT.

              (a)    GENERAL. Subject to the Exclusions set forth in Section 1.4
                     of this Exhibit F, ALLTEL shall use its reasonable best
                     efforts from the Managed Operations Commencement Date and
                     during the Term to undertake Incident Management so as to
                     meet or exceed the Minimum Performance Designations set
                     forth below.

              (b)    MEASUREMENT. All incidents shall be classified by ALLTEL as
                     Class A, Class B or Class C in accordance with the
                     definitions and criteria set forth in the following table:

<TABLE>
<CAPTION>
  CLASS                  DEFINITION                                    EXAMPLE
  -----                  ----------                                    -------
<S>            <C>                                 <C>
 Class-A       Client is unable to:                -     A system (CPU, Network node, server, etc)
Incidents      -    Conduct primary business             is down during agreed upon hours of
                    functions;                           availability and all users on that system
               -    Support customers.                   area affected;
                                                   -     An application is down during Critical
                                                         Uptime and all users of that application
                                                         are down and there is a significant
                                                         impact;
                                                   -     Client revenue impact that exceeds $5,000
                                                         per day or $50,000 per month;
                                                   -     A WAN outage has occurred during agreed
                                                         upon hours of availability that has
                                                         interrupted access between multiple sites;
                                                   -     Impacts more than 25 Client users;
                                                   -     Billing system problem that has caused an
                                                         incorrect billing for more than 500
                                                         customers of Client; or
                                                   -     A batch production problem that will keep
                                                         an entire application from being on-line
                                                         and available for normal business hours
                                                         operation.

 Class-B       -    Significant impact on the      -     An application problem that is only
Incidents           Client's ability to                  affecting a group of users but not all
                    conduct business;                    users of that given application;
               -    No immediate solution;         -     Client revenue impact that is between
               -    Problem resolution is                $1,000 and $5,000 per day or between
                    critical;                            $10,000 and $50,000 per month;
               -    No workaround.                 -     Customer base impact is between 50 and
                                                         500 customers of Client;
                                                   -     An application problem that is only
                                                         keeping selected transactions from being
                                                         performed; or
                                                   -     A hardware failure has occurred but a
                                                         back-up is available.
</TABLE>

                                     F - 20
<PAGE>

<TABLE>
<CAPTION>
  CLASS                  DEFINITION                                    EXAMPLE
  -----                  ----------                                    -------
<S>            <C>                                 <C>
 Class-C       -    Problem is under control       -     A problem with the format or content with
Incidents           but job effectiveness is             a format of a report that has been
                    in question.                         discovered after the report has been in
               -    Problem resolution is                production; or
                    urgent, but a workaround       -     A system, network, or application problem
                    exists.                              that causes an inconvenience but does not
                                                         prohibit the performance of required
                                                         functionality.
</TABLE>

              Incident Management shall be measured for each Reporting Period as
              follows:

                     (1)    For Initial Response and Analysis, Incident
                            Management Service Level Measurements are as
                            follows:

                            (i)    Class-A Incidents: Initial acknowledgment of
                                   the incident and assignment within two (2)
                                   hours (i.e. Help Desk receipt and group
                                   assignment), with initial response and
                                   analysis within four (4) hours (i.e. problem
                                   tracking system updated) and status reporting
                                   every two (2) hours (i.e. problem tracking
                                   system updated) thereafter.

                            (ii)   Class-B Incidents: Initial acknowledgment of
                                   the incident assignment within four (4) hours
                                   (i.e. Help Desk receipt and group
                                   assignment), with initial response and
                                   analysis within one (1) Day (i.e. problem
                                   tracking system updated) and status reporting
                                   every seven (7) Days (i.e. problem tracking
                                   system updated).

                            (iii)  Class-C Incidents: Initial acknowledgment of
                                   the incident assignment within twenty-four
                                   (24) hours (i.e. Help Desk receipt and group
                                   assignment), with initial response and
                                   analysis within fifteen (15) Days (i.e.
                                   problem tracking system updated) and status
                                   reporting every fifteen (15) Days (i.e.
                                   problem tracking system updated).

                     (2)    For Average Resolution Time ("ART") by Class. The
                            time to resolve an incident shall be calculated as
                            the time between when ALLTEL is notified of the
                            incident by the Client and when the incident is
                            "Resolved". An incident shall be deemed to have been
                            Resolved when ALLTEL declares the incident resolved
                            in ALLTEL's reasonable discretion provided that a
                            Class-A Incident may be deemed Resolved if ALLTEL
                            reclassifies such Class-A Incident to a lower
                            incident class level. ALLTEL shall notify Client in
                            all instances where an incident is Resolved. Client
                            shall

                                     F - 21
<PAGE>

                            either agree that the incident is Resolved (in which
                            case the incident shall be considered "Closed") or
                            shall notify ALLTEL that Client reasonably disputes
                            that the incident is Resolved. If Client reasonably
                            determines that the incident has not been Resolved
                            and ALLTEL agrees with such determination, ALLTEL
                            shall immediately undertake efforts to Resolve the
                            incident and the time period to Resolve shall be
                            increased by the additional time which ALLTEL takes
                            to finally Resolve such incident. If Client
                            reasonably determines that the incident has not been
                            Resolved and ALLTEL disagrees with such
                            determination the dispute shall be escalated in
                            accordance with the provisions of Section 14 of the
                            Agreement and the time period to resolve the dispute
                            shall be included within the time period to Resolve
                            the incident, except for incidents where ALLTEL's
                            initial Resolution was determined to be correct.
                            ALLTEL shall perform the following and Actual
                            Performance of Incident Management shall be
                            calculated as follows:

                            (i)    Class-A Incidents: Worked seven (7) Days per
                                   week until Resolved, or an effective bypass
                                   is in place, with incident Resolved or an
                                   effective bypass within twenty-four (24)
                                   hours. The Average Resolution Time (ART) for
                                   Class-A Incidents shall be calculated in days
                                   for each Reporting Period as follows:

                                     Class-A Incident Average Resolution Time
                                       (ART) = (SIGMA) Time period to Resolve
                                       each Class-A Incident / Total number of
                                       Class-A Incidents Resolved

                                   Provided however where the total number of
                                   Class-A Incidents Resolved in the Reporting
                                   Period equals zero (0), ALLTEL's Performance
                                   Designation for this Class-A Incident ART
                                   shall be deemed to be a "Maximum."

                            (ii)   Class-B Incidents: Worked diligently until
                                   Resolved with resources not committed to
                                   Class-A Incidents, with the Average
                                   Resolution Time (ART) for Class-B Incidents
                                   calculated in days for each Reporting Period
                                   as follows:

                                     Class-B Incident Average Resolution Time
                                        (ART) = (SIGMA) Time period to Resolve
                                        each Class-B Incident / Total number of
                                        Class-B Incidents Resolved

                                   Provided however where the total number of
                                   Class-B Incidents Resolved in the Reporting
                                   Period equals zero (0),

                                     F - 22
<PAGE>

                                   ALLTEL's Performance Designation for Class-B
                                   Incident (ART) shall be deemed to be a
                                   "Maximum."

                            (iii)  Class-C Incidents: Worked with available
                                   resources until Resolved. The Average
                                   Resolution Time for Class-C Incidents shall
                                   be calculated in days for the Reporting
                                   Period as follows:

                                     Class-C Incident Average Resolution Time
                                        (ART) = (SIGMA) Resolution Time for
                                        each Class-C Incident / Total number of
                                        Class-C Incidents Resolved

                                   Provided however where the total number of
                                   Class-C Incidents Resolved in the Reporting
                                   Period equals zero (0), ALLTEL's Performance
                                   Designation for Class-C Incident ART shall be
                                   deemed to be a "Maximum."

              (d)    PERFORMANCE DESIGNATIONS. The Performance Designations for
                     ALLTEL's Actual Performance for Incident Management are as
                     follows:

<TABLE>
<CAPTION>
                                                     PERFORMANCE DESIGNATION
                                  ----------------------------------------------------
                                  BELOW
          CLASS                   TARGET                 MINIMUM               MAXIMUM
          -----                   ------                 -------               -------
<S>                              <C>                <C>                    <C>
Class-A Incident Average         > 5 Days           5 Days                 4 Days or less
Resolution Time (ART)

Class-B Incident Average         > 15 Days          15 Days to 11 Days     10 Days or Less
Resolution Time (ART)

Class-C Incident Average         > 45 Days          45 Days to 31 Days     30 Days or Less
Resolution Time (ART)
</TABLE>

4.     SERVICE LEVEL PERFORMANCE ASSESSMENT.

       4.1    SERVICE LEVEL PERFORMANCE ASSESSMENT. From the Initial Assessment
              Date and for each month of the Term, ALLTEL shall calculate and
              apply a Monthly Service Level Performance Payment/Credit in
              accordance with this Section which shall reduce or increase (as
              applicable) the amount invoiced by ALLTEL in connection with the
              Service Fees. Subject to the remainder of this Section, the
              Monthly Service Performance Payment/Credit shall equal the amount
              representing the product of: (i) .01 and (ii) the Monthly Total
              Service Level Factor (calculated as provided below) and (iii) the
              Access Line Charges.

                                     F - 23
<PAGE>

       4.2    MONTHLY TOTAL SERVICE LEVEL FACTOR. The Monthly Total Service
              Level Factor shall represent the sum of the Service Level Factors
              (defined below) for each of the Service Level Measurements listed
              in Table 4.1 below provided that if a Performance Designation for
              any Tier I Service Level Measurement is "Below Target" as
              determined in the following subsection, then the Monthly Total
              Service Factor shall equal negative one (-1.0).

       4.3    SERVICE LEVEL FACTORS. ALLTEL each month shall determine the
              Service Level Factors for each of the individual Service Level
              Measurements listed in Table 4.1. The Service Level Factor for any
              such Service Level Measurement shall be established by: (i)
              assigning a Performance Designation of "Maximum," "Minimum" or
              "Below Target" to that Measurement by comparing the level of
              Actual Performance by ALLTEL in that month to the level of
              performance set forth for each Service Level Measurement and (ii)
              determining a Service Level Factor for such Service Level
              Measurement based upon Table 4.1 and the Performance Designation
              assigned in accordance with the preceding clause.

              For example, if the Performance Designation for WAN Availability,
              a Tier I Service Level Measurement, is "Below Target", the Monthly
              Total Service Factor shall equal to negative one (-1.0) and no
              calculations would be performed for the Tier II Service Level
              Measurements. Likewise, if the Performance Designations for both
              WAN Availability and On-line Availability are "Below Target", the
              Monthly Total Service Factor shall be equal to negative one
              (-1.0).

              For example, if ALLTEL achieves a "Minimum" Performance
              Designation for all of the Tier I Service Level Measurements and
              achieves a "Maximum" Performance Designation for all of the Tier
              II Service Level Measurements then the Monthly Total Service Level
              Factor would equal 1.33
              (.30+.125+.125+.065+.10+.065+.15+.20+.10+.10) (i.e., the total of
              all of the "Maximum" Service Level Factors for Tier II).

              For example, if ALLTEL achieves a "Minimum" Performance
              Designation for all of the Tier I Service Level Measurements and
              achieves a "Maximum" Performance Designation for all of the Tier
              II Service Level Measurements, except for Class-A Incident ART
              (for which it receives a "Below Target" Performance Designation),
              then the Monthly Total Service Level Factor would equal 0.93
              (.30+.125+.125+.065+.10+.065+.15-.20+.10+.10).

       4.4    APPLICATION OF MONTHLY SERVICE LEVEL PERFORMANCE PAYMENT/CREDIT.
              The Monthly Service Level Performance Payment/Credit shall be
              included as a separate line item on each of the invoices provided
              by ALLTEL to Client and be applied as follows:

              (a)    If the Monthly Service Level Performance Payment/Credit has
                     a value that exceeds zero, the Service Fees owed by Client
                     to ALLTEL for that month

                                     F - 24
<PAGE>

                     shall be increased by the amount of Monthly Service Level
                     Performance Payment/Credit;

              (b)    If the Monthly Service Level Performance Payment/Credit has
                     a value that is less than zero, the Service Fees owed by
                     Client to ALLTEL for that month shall be reduced by the
                     amount of the Monthly Service Level Performance
                     Payment/Credit without regard to its negative value; and

              (c)    If the Monthly Service Level Performance Payment/Credit
                     equals zero, the Service Fees owed by Client to ALLTEL for
                     that month shall not be adjusted on account of this
                     Section.

       ALLTEL shall retain all records necessary to determine the Monthly
       Service Level Performance Payment/Credit for a period of one hundred and
       twenty Days (120) from the date of the invoice upon which such payment
       appears and shall provide such records to Client upon reasonable request.

                                     F - 25
<PAGE>

                                    TABLE 4.1

                              SERVICE LEVEL FACTORS

                        TIER I SERVICE LEVEL MEASUREMENTS

<TABLE>
<CAPTION>
                                 SERVICE LEVEL
                               FACTOR FOR BELOW        SERVICE LEVEL FACTOR         SERVICE LEVEL FACTOR
                                    TARGET                 FOR MINIMUM                  FOR MAXIMUM
                               ----------------        --------------------         --------------------
<S>                            <C>                     <C>                          <C>
ON-LINE AVAILABILITY                --                        --                            .05
SYSTEM RESPONSE TIME                --                        --                            .05
WAN AVAILABILITY                    --                        --                            .05
                                    TIER II SERVICE LEVEL MEASUREMENTS
BILLING ACCURACY                    -.30                      .25                           .30
AGED TOLLS                          -.125                     .10                           .125
COMPLETION PROCESSING               -.125                     .10                           .125
PRODUCTION DELIVERY
   NOTICES                          -.065                     .05                           .065
   ACCESS BILLS                     -.10                      .05                           .10
   TOLL                             -.065                     .05                           .065
   END-USER BILLS                   -.15                      .10                           .15
INCIDENT MANAGEMENT
  CLASS-A INCIDENT ART              -.20                      .15                           .20
  CLASS-B INCIDENT ART              -.10                      .075                          .10
  CLASS-C INCIDENT ART              -.10                      .075                          .10
</TABLE>

                                     F - 26
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT G
                                                                           FINAL

                                    EXHIBIT G
                      CLIENT-PROVIDED THIRD PARTY SOFTWARE

       Following is the list of Client-Provided Third-Party Software to be
provided by Client pursuant to this Agreement for use by Client in conjunction
with the Services.

<TABLE>
<CAPTION>
 CATEGORY        APPLICATION        APPLICATION DESCRIPTION               VENDOR
----------     ----------------     -----------------------          ----------------
<S>            <C>                 <C>                               <C>
 Wireline      Microsoft Office        Word Processing,                 Microsoft
Operation                            Spreadsheet, Database

 Wireline          Equifax           Equifax Credit Bureau               Equifax
Operation

 Wireline         Hand-Held         Software for Hand-Held           To Be Determined
Interface         Terminals        Terminals used by Client
                                         Field Staff

 Wireline            SSI            Switch System Interface          To Be Determined
Interface
</TABLE>
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT H
                                                                           FINAL

                                    EXHIBIT H
                                 ALLTEL SOFTWARE

Following is the list of ALLTEL Software provided pursuant to this Agreement for
use by Client in conjunction with the Services:

<TABLE>
<CAPTION>
     CATEGORY             APPLICATION                APPLICATION DESCRIPTION
------------------        -----------    -----------------------------------------------
<S>                       <C>            <C>
 Wireline Billing             CAMS            Customer Accounting Management System

 Wireline Billing             CABS                Carrier Access Billing System

 Wireline Billing             EQA        Equal Access System/CARE Customer Access Record
                                                             Exchange

Wireline Operation            CTS                  Consolidated Testing System

Wireline Operation         Frontware                    Platform Interface

Wireline Operation            TARP              Trouble Analysis Reporting System

Wireline Operation            TRS                    Trouble Reporting System

Wireline Operation            E911                   Emergency Dialing System

Wireline Operation            CCS                      Service Order Entry

Wireline Operation            WFM                  Work Force Management System

     Wireline                 MPS         Message Processing System- Toll (Subsystem of
                                                              CAMS)

Wireline Interface            LIDB                 Line Identification Database

   Data Storage               RVS                     Report Viewing System

   Data Storage                DW                       DB2 Data Warehouse

Wireline Operation            PUB                      Directory Publishing

Wireline Interface          Equifax                   Equifax Credit Bureau

Wireline Operation           MIROR                       Line Assignment/
                                                       Plant Record System

Wireline Interface            WFM          Hand-Held Terminals used by Field Employees
</TABLE>
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT I
                                                                           FINAL

                                    EXHIBIT I
                      ALLTEL-PROVIDED THIRD-PARTY SOFTWARE

Given below is the list of ALLTEL-Provided Third-Party Software provided
pursuant to this Agreement for use by Client in conjunction with the Services.

<TABLE>
<CAPTION>
CATEGORY         APPLICATION        APPLICATION DESCRIPTION               VENDOR
--------         -----------     ----------------------------         --------------
<S>              <C>             <C>                                  <C>
Wireline             ASAP              Access Services &              Metasolv, Inc.
Operation                             Provisioning System

Wireline           BILLDATS      Switch polling - detail call             Lucent
Operation                        records to route for billing

Wireline             WAN             Third-Party Software                  TBD
Operation                          necessary to operate WAN
                                           equipment
</TABLE>

ALLTEL will also provide all software used at ALLTEL's data center facilities,
including but not limited to, ALLTEL's facilities in Twinsburg, Ohio and Little
Rock, Arkansas, used by ALLTEL to provide either of Managed Operations Services,
Managed Network Services, Disaster Recovery Services, or Output Processing
Services.
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT J
                                                                           FINAL

                                    EXHIBIT J
                                 VARIABLE STAFF

1.       VARIABLE STAFF.

         1.1      ALLTEL shall provide the Variable Staff which shall be of two
                  (2) functional types: (1) staff to perform Application
                  Services and Development and (2) staff to perform Table
                  Administration, both as described in this Exhibit J. The
                  pricing for such Variable Staff is set forth in Exhibit E. If
                  functions other than Application Services and Development and
                  Table Administration are desired by the Client, ALLTEL will
                  work in cooperation with the Client to define the requisite
                  skills for the corresponding function(s) and, upon the
                  Client's request, provide Client with a fee estimate for the
                  procurement of such additional Variable Staff.

         1.2      The table below reflects the recommended level of Variable
                  Staff for each functional category following the Client's
                  second Conversion and this level shall be referred to as the
                  "Recommended Base Resource Level." In accordance with Section
                  9.4 of the Agreement, Client may request that the level of
                  each functional category of Variable Staff be increased or
                  decreased, and ALLTEL will use its reasonable best efforts to
                  provide increases or decreases in accordance with Section 9.4;
                  but in no case shall the level of Variable Staff for each
                  functional category fall below the "Minimum Resource Level"
                  specified below for that category (except as provided in
                  Section 19.4 of the Agreement and Exhibit P with respect to
                  Table Administration).

<TABLE>
<CAPTION>
                                  RECOMMENDED BASE
  FUNCTIONAL CATEGORY               RESOURCE LEVEL        MINIMUM RESOURCE LEVEL
  -------------------              ----------------       ----------------------
<S>                            <C>                        <C>
Application Services and       Fourteen (14) Resources      Five (5) Resources
Development
Table Administration           Four (4) Resources           Four (4) Resources
</TABLE>

         1.3      Each Variable Staff resource shall provide to Client, on
                  average, no less than one-hundred thirty-two (132) hours of
                  work per month, which is six (6) hours per Day, twenty-two
                  (22) workdays per month. Vacation, holidays, sick leave and/or
                  short term disability, personal time (appointments with
                  doctors, dentists, funerals, emergencies, etc.), meetings,
                  personnel activities, and various administrative tasks account
                  for the remaining time.

2.       DESCRIPTION OF APPLICATIONS SERVICES AND DEVELOPMENT. Application
         Services and Development refers to the ongoing Enhancement (as defined
         in Section 3.1(b)) of those systems identified as ALLTEL Software in
         Exhibit H and the processing of Ad Hoc Requests (as defined in Section
         3.1(f)).

                                      J-1
<PAGE>

         The Variable Staff will provide the software design, development,
         testing and implementation functions described in Section 3.1 of this
         Exhibit. The parties shall consult with one another for clarification
         of specifications and requirements during software functional design,
         testing and implementation stages in accordance with ALLTEL's Software
         Development Methodology Process described in Section 4.1. Functional
         design is a shared responsibility between Client and ALLTEL. Unless
         otherwise agreed by the parties, the technical design, coding, unit
         test, system test and performance test phases shall be the primary
         responsibility of ALLTEL. The technical design phase will include due
         diligence to ensure that all development efforts result in work
         products that are production ready. The functional requirements and
         user acceptance test phases shall be the joint responsibility of both
         ALLTEL and Client. During technical design, coding, unit test, and
         system test phases, Client may monitor, and ALLTEL will report,
         progress against the schedule.

         The Variable Staff will provide technical project leadership, along
         with technical and analyst personnel whose primary responsibilities
         shall be to support the feasibility analysis, estimating, scope
         definition, design, development, testing and implementation of
         Enhancements to the ALLTEL Software, as well as respond to Ad Hoc
         Requests for technical support. Maintenance, including correction of
         defects, incident handling, performance tuning, and other similar
         activities, is not performed by the Variable Staff but rather is
         provided as a part of Managed Operations Services described in Exhibit
         A.

3.       PRODUCTS AND SERVICES. This section defines the products and services
         that are included in or excluded from Application Services and
         Development.

         3.1      INCLUDED PRODUCTS AND SERVICES. Applications Services and
                  Development is comprised of and the Variable Staff shall be
                  used to provide the following products and services:

                  (a)      REGULATORY CHANGES. The Variable Staff will provide
                           "Regulatory Changes." "Regulatory Changes" are
                           modifications required to the ALLTEL Software
                           requested by Client as a result of actions taken by
                           the Federal Communications Commission, various state
                           public service commissions, state taxing authorities,
                           and other recognized organizations charged with
                           establishing industry standards. The planning process
                           (the "Planning Process") described in the Software
                           Development Methodology Process document described in
                           Section 4.1 is the means by which Regulatory Changes
                           are approved and prioritized.

                  (b)      RELEASE AND ENHANCEMENT IMPLEMENTATION. The Variable
                           Staff will implement "Enhancements" of the ALLTEL
                           Software and enhancements, updates, and releases of
                           the ALLTEL-Provided Third Party Software in
                           accordance with Section 8.4 of the Agreement.
                           "Enhancements" refers to any modifications to the
                           ALLTEL Software requested or approved by Client.
                           These Enhancements change or add functionality, and
                           do not include replacement or new systems. Included

                                      J-2
<PAGE>

                           are the tasks necessary to define and document
                           requirements, code, test and implement such changes.
                           The Planning Process is the means by which such
                           changes are approved and prioritized.

                  (c)      NEW SUBSYSTEMS. The Variable Staff may, at the
                           request of Client, develop new subsystems not
                           currently included in the ALLTEL Software described
                           in Exhibit H. The Planning Process is the means by
                           which such changes are approved and prioritized.

                  (d)      NEW APPLICATIONS.The Variable Staff may, at the
                           request of Client, develop new applications not
                           currently included in the ALLTEL Software described
                           in Exhibit H. ALLTEL may also participate, at the
                           request of Client, in the evaluation, analysis and
                           selection of potential third party applications for
                           the benefit of Client. In either case, ALLTEL may
                           also provide services to convert to, or install,
                           these new applications as needed. The Planning
                           Process is the means by which such projects are
                           approved and prioritized.

                  (e)      COMMON DEVELOPMENT. The Variable Staff may, upon
                           approval of Client, participate in Common Development
                           projects (as defined in Section 4.2 of this Exhibit).
                           Planning efforts between Client and ALLTEL, together
                           with similar efforts between ALLTEL and other
                           customers, can provide the opportunity to leverage
                           work on common requirements. ALLTEL will identify
                           such common requirements and, when practicable,
                           propose to Client that certain Enhancements be
                           accomplished through Common Development projects with
                           other ALLTEL customer(s). The Common Development
                           Process is outlined in Section 4.2 of this Exhibit J.
                           Common Development may impact the desired delivery
                           date of any implementation.

                  (f)      AD HOC REQUESTS. The Variable Staff may respond to Ad
                           Hoc Requests by Client, which may include one-time
                           reports, application research, and other
                           miscellaneous tasks. Ad Hoc Requests do not require
                           ALLTEL resources to conduct enhancement feasibility
                           analysis, nor do they change the way the ALLTEL
                           Software functions. Additionally, Ad Hoc Requests are
                           not defects (i.e., where the application does not
                           perform as documented), incidents, or performance
                           tuning. Ad Hoc Requests are referred to as Requests
                           for Information Services (RIS), and are approved and
                           prioritized in accordance with ALLTEL's Software
                           Development Methodology Process described in Section
                           4.1.

         3.2      EXCLUDED PRODUCTS AND SERVICES. The following products and
                  services are excluded from Application Services and
                  Development and are not provided by the Variable Staff:

                                      J-3
<PAGE>

                  (a)      INCIDENT MANAGEMENT. Incident Management is
                           modifications to the ALLTEL Software made as a result
                           of application defects (failure to perform as
                           documented). Incident Management is included in
                           Managed Operations Services (Exhibit A) and is
                           described in Exhibit F.

                  (b)      CONVERSION SERVICES. In some cases, the purchase or
                           sale of properties will necessitate a conversion.
                           Those Conversion Services are not included in the
                           Application Services and Development.

                  (c)      MAINTENANCE. Maintenance, including the correction of
                           defects, is included in Managed Operations Services
                           described in Exhibit A.

4.       PROCESSES AND METHODOLOGIES.

         4.1      SOFTWARE DEVELOPMENT METHODOLOGY PROCESS. ALLTEL shall follow
                  its standard and published Software Development Methodology
                  Process by which ALLTEL will enhance, modify or change the
                  ALLTEL Software. The goals of the Software Development
                  Methodology Process are as follows:

                  (a)      Utilize a consistent, repeatable development
                           methodology;

                  (b)      Utilize a consistent, repeatable change control
                           methodology;

                  (c)      Utilize a consistent, repeatable implementation
                           methodology; and

                  (d)      Provide timely, predictable implementation of
                           approved enhancement requests.

                  This process is described in detail in the Software
                  Development Methodology Process document available upon
                  request.

         4.2      COMMON DEVELOPMENT PROCESS. "Common Development" is defined as
                  any Enhancement, Regulatory Change, or any other products and
                  services included in Application Support and Development (as
                  described in Section 3.1 of this Exhibit J), which is provided
                  by ALLTEL through the Variable Staff on behalf of more than
                  one ALLTEL customer. The goals of the Common Development are
                  as follows:

                  (a)      Define the procedures for approval of requested
                           services to become Common Development;

                  (b)      Define the proportion of Application Services and
                           Development hours that each customer provides to the
                           Common Development project;

                  (c)      Define the process for establishing priorities;

                                      J-4
<PAGE>

                  (d)      Define the manner in which requirements specific to
                           one customer are handled;

                  (e)      Define the rights and responsibilities of the parties
                           regarding withdrawal from a Common Development
                           project; and

                  (f)      Define the parties' right to participate in Common
                           Development projects that have already been
                           commenced.

                  Client will often have the same or similar requirements as
                  other customers of ALLTEL. In order to leverage Client's
                  Variable Staff resources, ALLTEL will attempt, whenever
                  practical, to gain approvals from various customers to do the
                  work as part of a Common Development project. Client will have
                  the option, at Client's discretion, to participate or not to
                  participate in the Common Development project.

5.       TABLE ADMINISTRATION. Table Administration will begin one month after
         the Effective Date and is defined as the administration of the tables
         required for the proper functioning of the ALLTEL Software, and
         includes initial set-up of CAMS, CABS, CCS, ASAP, MIROR, TARP and TRS,
         as well as ongoing manipulation of CAMS, CCS and CABS based on Client's
         business directives. The ALLTEL Software are table-driven systems.
         Parameters, such as the number and date of billing cycles, data
         retention periods, etc., are determined by the tables. Because of the
         complexity of the systems and the number of options, knowledge of the
         table data values and their interrelationships are mandatory for proper
         utilization of the ALLTEL Software.

         Variable Staff providing Table Administration will work with Client
         personnel to analyze the Client's initial and ongoing needs, interpret
         those needs in light of system requirements, enter appropriate values
         in all parameter fields to accomplish Client's stated objectives with
         regard to the systems, monitor and verify the results of those initial
         entries and ongoing changes, and communicate with Client the system's
         output with Client's stated objectives. Client and ALLTEL agree to
         jointly develop a process for Client to approve changes made to tables.
         Client must approve, or waive approval of, all changes to tables prior
         to elevating those changes to production.

         5.1      CLIENT RESOURCES AND RESPONSIBILITIES. Client shall be
         responsible for the following Client Resources and responsibilities:

                  (a)      Work with ALLTEL to analyze initial and ongoing needs
                           regarding system parameters;

                  (b)      Work with ALLTEL to develop a process for Client
                           approval of changes made to tables;

                                      J-5
<PAGE>

                  (c)      Communicate to ALLTEL the necessary business input to
                           allow the Variable Staff to establish and maintain
                           the tables in a manner consistent with Client's
                           business objectives;

                  (d)      Approve (or waive approval of) changes as appropriate
                           per defined process to be mutually agreed upon by
                           ALLTEL and Client; and

                  (e)      Adjust the level of Table Administration as Table
                           Administration resources are reasonably needed to
                           provide timely administration of the tables.

         5.2      ALLTEL RESPONSIBILITIES. ALLTEL shall be responsible for the
                  following:

                  (a)      Work with Client to analyze initial and ongoing needs
                           regarding system parameters;

                  (b)      Interpret business needs as they relate to system
                           requirements and enter appropriate values in all
                           parameter fields to accomplish the stated objectives;
                           and

                  (c)      Work with Client to develop a process for Client
                           approval of changes made to tables.
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT K
                                                                           FINAL

                                    EXHIBIT K
                                DISASTER RECOVERY

1.       DESCRIPTION OF DISASTER RECOVERY SERVICES.

         1.1      ALLTEL shall provide to the Client throughout the Term the
                  "Disaster Recovery Services" described in this Exhibit K for
                  the Managed Operations Services, Managed Network Services and
                  Output Processing Services, including, but not limited to, a
                  Recovery Facility (as defined below) which is equipped to
                  provide the Managed Operations Services, Managed Network
                  Services and Output Processing Services in the event that a
                  Disaster (as defined below) is declared and disaster recovery
                  is required. ALLTEL's complete disaster recovery plan is
                  available for review by Client, if desired, upon reasonable
                  notice. Because of the nature of the document, however,
                  permanent copies are not provided to clients of ALLTEL, nor is
                  duplication permitted. The document contains information that
                  applies specifically to ALLTEL's proprietary methodologies and
                  processing facilities environment. Owing to technological
                  advancements, the potential for change to that environment is
                  high; thus, close monitoring of the disaster recovery plan is
                  required to maintain accuracy and prevent obsolescence.

         1.2      Throughout the Term of the Agreement, ALLTEL will, at ALLTEL's
                  expense, maintain in effect all contracts and/or arrangements
                  necessary to provide the Disaster Recovery Services.

         1.3      The Client acknowledges that Disaster Recovery Services are
                  designed to deal with extraordinary circumstances, which are
                  expected to cause a substantial portion of the capabilities
                  within the ALLTEL facilities used to provide either of the
                  Managed Operations Services, Managed Network Services or
                  Output Processing Services to be unavailable for a period
                  exceeding seventy-two (72) consecutive hours. In the event of
                  a Disaster, Disaster Recovery Services will provide on-line
                  availability for the core business functions of Managed
                  Operations Services and rerouting of the WAN to provide access
                  to the Recovery Facility, although Client may experience
                  degradation of response time. If necessary, Disaster Recovery
                  Services will also include provision of Output Processing
                  Services from a Recovery Facility, although ALLTEL's time of
                  performance for Output Processing Services may be increased.
                  Client acknowledges that some data may be lost during the time
                  period between the Disaster and the restoration of the
                  processing capabilities at the Recovery Facility.

         1.4      ALLTEL will test the disaster recovery capabilities at least
                  once per calendar year. The Client shall be required to
                  participate in the disaster recovery testing when requested by
                  ALLTEL Such participation shall consist of Client verifying
                  online availability and the accuracy of data recovered.

                                      K-1
<PAGE>

         1.5      Following are definitions that are utilized to describe
                  disaster recovery processing, followed by an outline of
                  general actions taken, or responsibilities assumed, by ALLTEL
                  relative to recovery from a Disaster. More detailed
                  descriptions of processes are provide in the aforementioned
                  disaster recovery plan.

         1.6      The following terms will have the indicated meanings:

                  (a)      "DISASTER" A Disaster is an event or circumstance
                           that causes, will cause, or which is reasonably
                           expected to cause the processing capabilities of the
                           ALLTEL facilities used to provide the Managed
                           Operation Services, Managed Network Services and
                           Output Processing Services, as applicable, to be
                           unavailable to the Client for a period of seventy-two
                           (72) consecutive hours or more.

                  (b)      "RECOVERY FACILITY" Recovery Facility is the one or
                           more hot-site disaster recovery facilities provided
                           by ALLTEL pursuant to contractual agreement(s) to
                           provide both recovery testing and critical processing
                           activities necessary to provide either the Managed
                           Operations Services, Managed Network Services or
                           Output Processing Services in the event a Disaster is
                           declared.

2.       ROLES AND RESPONSIBILITIES.

         2.1      ALLTEL ROLES AND RESPONSIBILITIES. In addition to other
                  obligations set forth in this Exhibit, ALLTEL will take the
                  following actions, or assume the following responsibilities,
                  in the event of a Disaster. ALLTEL reserves the right to
                  modify these responsibilities from time to time as appropriate
                  and based upon changing conditions subject to Client's written
                  approval which shall not be unreasonably withheld.

                  (a)      ALLTEL will declare the Disaster and communicate this
                           declaration to the Recovery Facility and the Client.

                  (b)      ALLTEL will maintain all necessary contract(s) to
                           provide the Recovery Facility.

                  (c)      ALLTEL will restore the operating environment at the
                           Recovery Facility.

                  (d)      ALLTEL will restore on-line and batch processing at
                           the Recovery Facility.

                  (e)      ALLTEL will maintain copies of the operating
                           environment and application data files for back up
                           and recovery purposes.

                  (f)      ALLTEL will provide a named disaster recovery liaison
                           and alternate to liaison facilitate communication
                           during a Disaster.

                                      K-2
<PAGE>

                  (g)      ALLTEL will provide Client with periodic processing
                           status updates during a declared Disaster.

                  (h)      ALLTEL will maintain a current Disaster Recovery
                           Plan.

                  (i)      ALLTEL will provide notice of the annual test
                           described in Section 1.4.

                  (j)      ALLTEL will develop the Recovery Facility test script
                           for the annual test.

                  (k)      ALLTEL will define the prescribed plan for
                           restoration of the processing environment and
                           application recovery procedures.

                  (l)      ALLTEL will continue critical processing activities
                           at the Recovery Facility until the Disaster condition
                           is resolved, will declare the Disaster condition
                           resolved and will migrate processing back to the
                           normal environment. For purposes of this subsection,
                           "resolved" means that processing is returned to the
                           original site of operations or to a rebuilt site if
                           the original site is destroyed.

         2.2      CLIENT ROLES AND RESPONSIBILITIES. Client will take the
                  following actions and assume the following responsibilities in
                  the event of a Disaster:

                  (a)      Client will provide a named disaster recovery liaison
                           and alternate to liaison facilitate communication
                           during a Disaster condition.

                  (b)      Client will participate in the creation of the
                           Recovery Facility test script for the annual test as
                           described in Section 1.4.

                  Client is responsible for all disaster recovery arrangements
                  for Client business functions that are not included within
                  ALLTEL's responsibilities for Managed Operations Services,
                  Managed Network Services and Output Processing Services.

                                      K-3
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT L
                                                                           FINAL

                                    EXHIBIT L
                               CONVERSION SERVICES

1.       DESCRIPTION OF CONVERSION SERVICES.

         1.1      DEFINITIONS.

                  (a)      "ACTUAL PERFORMANCE" means the results of the
                           Measurement Components for ALLTEL's actual
                           performance to be measured against the Conversion SLA
                           described in Section 6 of this Exhibit L.

                  (b)      "CLOSING DATE" means the "Closing Date" as such term
                           is defined in the GTE Agreements.

                  (c)      "CONVERSION" means the process of establishing the
                           necessary Target Environments and populating their
                           data components from the Source Environments for the
                           Access Lines.

                  (d)      "CONVERSION COMPLETION DATE" means the date of the
                           completion of the Conversion Services, including
                           Post-Conversion Activities, for the second Conversion
                           under this Exhibit L.

                  (e)      "CONVERSION DATE" means the first Day of the month
                           following the commencement of the Target Conversion
                           Dates, currently anticipated to be June 1, 2000 and
                           September 1, 2000, subject to the provisions of
                           Section 4 of this Exhibit.

                  (f)      "CONVERSION PROJECT PLAN" means the written plan for
                           both Conversions prepared jointly by ALLTEL and
                           Client.

                  (g)      "CONVERSION SERVICES" means ALLTEL's obligations
                           necessary to convert the Access Lines and as
                           described in this Exhibit L, including but not
                           limited to ALLTEL's responsibilities to be set forth
                           in the Conversion Project Plan.

                  (h)      "CONVERSION SLA" means the measurement and service
                           level for Conversion Services described in Section 6
                           of this Exhibit.

                  (i)      "CONVERSION SLA FACTOR" means the factors set forth
                           in Table L.2 in Attachment 2 for computing the
                           Conversion SLA Performance Payment.

                                      L-1
<PAGE>

                  (j)      "CONVERSION SLA PERFORMANCE PAYMENT/CREDIT" means the
                           value by which the Service Fees for Conversion
                           Services are adjusted in accordance with Section 6.5
                           of this Exhibit L.

                  (k)      "GTE" means GTE Southwest Incorporated or any of its
                           affiliates.

                  (l)      "MEASUREMENT COMPONENTS" means the measurement
                           criteria set forth in Attachment 1 to this Exhibit.

                  (m)      "MEASUREMENT COMPONENT PERCENTAGE" means the
                           percentages for measuring the load rates achieved in
                           converting data components from the Source
                           Environment to the Target Environment to be mutually
                           agreed upon by the parties and used to measure the
                           quality of ALLTEL's Actual Performance for each of
                           the Measurement Components listed in Attachment 1 to
                           this Exhibit.

                  (n)      "POINTS" means the relative weight assigned to the
                           Measurement Components set forth in Attachment 1 to
                           this Exhibit.

                  (p)      "POST-CONVERSION ACTIVITIES" means the activities
                           during the thirty (30) Days following each Conversion
                           Date (i.e., currently anticipated to be the
                           activities from June 1 through June 30, 2000 for the
                           first Conversion and the activities from September 1
                           through September 30, 2000 for the second
                           Conversion). Such activities include the correction
                           of errors associated with data that is unable to
                           transfer accurately from the Source Environment to
                           the Target Environment and on-site support where
                           needed and mutually agreed upon.

                  (q)      "SOURCE ENVIRONMENTS" means the environments within
                           which the Source Systems currently operate and
                           includes, for example, data for end-user billing,
                           outside plant records for telephone cables,
                           interconnecting equipment and for telephone exchange
                           equipment, customer service information for E911,
                           special services and directory, and pending service
                           order activity for end-user and carrier access
                           billing.

                  (r)      "SOURCE SYSTEMS" means the systems currently in use
                           by GTE for supporting the Access Lines.

                  (s)      "SYSTEM GROUPS" means the grouping of systems by
                           Measurement Components and Criteria as set forth in
                           Attachment 1 to this Exhibit.

                  (t)      "TARGET CONVERSION DATES" means the commitment dates
                           for the installation of each Target System in each
                           Conversion to be mutually agreed upon by the parties
                           in accordance with the provisions of Section 4 of
                           this Exhibit.

                                      L-2
<PAGE>

                  (u)      "TARGET ENVIRONMENTS" means the environments within
                           which the converted Access Lines will be supported by
                           the Target Systems and other components, as described
                           in Section 1.2 of this Exhibit L.

                  (v)      "TARGET SYSTEMS" means the systems which will support
                           the Access Lines after Conversion specified in
                           Section 1.2(c) of this Exhibit.

         1.2      IN SCOPE. The Client's data from the Source Environments shall
                  be converted into Target Environments consisting of the
                  following components (which shall be "In-Scope"):

                  (a)      operational components (as described in Exhibits A,
                           B, C and D);

                  (b)      infrastructure components (as described in Exhibits A
                           and B); and

                  (c)      the following application systems (software, control
                           tables and parameters, application data stores):

                           (i)      ALLTEL Software as described in Exhibit H;

                           (ii)     ALLTEL-Provided Third Party Software
                                    described in Exhibit I; and

                           (iii)    Equifax which is included within
                                    Client-Provided Third Party Software
                                    described in Exhibit G.

                  ALLTEL will support the Client's testing of interfaces to
                  applications and/or systems which are "Out-of-Scope" (as
                  described in Section 1.3), including interfaces to SSI, line
                  testing, HHT, payroll and accounting This testing support
                  shall be included In-Scope as mutually agreed by the parties.
                  ALLTEL will test the industry specific interfaces including
                  Billing and Collection providers, LIDB, and AT&T Invoice
                  Derived Billing services.

         1.3      OUT OF SCOPE. Any applications or systems not specifically
                  listed as in scope in Section 1.2 of this Exhibit L are not
                  included in the Conversion and are a Client responsibility
                  (referred to herein as "Out-of-Scope"). Those Out-of-Scope
                  applications include, but are not limited to, Client-Provided
                  Third Party Software (except for Equifax), accounting
                  applications, HRMS, JDEdwards, PeopleSoft, SSI and the
                  construction of interfaces between ALLTEL Software and Client
                  applications, such as Client general ledger and payroll
                  applications.

2.       CONVERSION APPROACH.

         2.1      Conversion of the Access Lines will be accomplished as two
                  separate Conversions, one on June 1, 2000 for Access Lines
                  located in Oklahoma and the

                                      L-3
<PAGE>

                  other on September 1, 2000 for Access Lines located in Texas
                  and New Mexico as described in Section 4 of this Exhibit and
                  as mutually agreed by the parties.

         2.2      The detailed tasks necessary for each Conversion (including
                  each party's specific roles and responsibilities) will be
                  identified in the Conversion Project Plan which shall be
                  developed jointly by ALLTEL and Client. The initial draft of
                  the Conversion Project Plan (indicating tasks, estimated
                  effort, timeframes and end products for activities to be
                  conducted in support of each Conversion) shall be prepared by
                  ALLTEL by December 29, 1999. The Conversion Project Plan will
                  include, for example, the expected commencement and completion
                  dates for integration testing, user acceptance testing, mock
                  conversion testing, Post-Conversion Activities, identification
                  of table load requirements, dates by which the parties will
                  agree upon the Measurement Component Percentages as set forth
                  in Section 6.4 of this Exhibit, identification of
                  interdependencies between tasks, key milestones, level of
                  Client Resources and level of ALLTEL-provided resources
                  assigned to tasks, deliverables, and completion criteria. The
                  Conversion Project Plan shall also track at a milestone level
                  the following activities not included in the Conversion
                  Services described in this Exhibit L: the Pre-Conversion
                  Enhancements as described in Section 1.5 of Exhibit E and Gap
                  Closure described in Section 1.2 of Exhibit E. Execution of
                  tasks in the Conversion Project Plan will be the
                  responsibility of the party so identified in the Conversion
                  Project Plan. Both ALLTEL and Client are responsible for
                  adequate and timely staffing and performance of all tasks as
                  assigned.

         2.3      ALLTEL will obtain data from the Source Environment and load
                  such data into the Target Environment for the Target Systems
                  included In-Scope as described in Section 1.2 of this Exhibit.
                  ALLTEL will provide project and design documents describing
                  the details of how the Conversions will be accomplished under
                  the Conversion Project Plan.

         2.4      ALLTEL will synchronize the data among the relevant Target
                  Systems included In-Scope as described in Section 1.2 of this
                  Exhibit to the extent allowed by the data from the Source
                  Environment.

         2.5      ALLTEL will provide integration testing, support for user
                  acceptance testing, mock conversion testing, programmatic
                  post-Conversion data cleansing and application modifications
                  to conversion programs for each Conversion.

3.       ROLES AND RESPONSIBILITIES.

         3.1      JOINT RESPONSIBILITIES.

                  (a)      Both ALLTEL and Client are responsible for accurate
                           and timely reporting of task progress and
                           completions, as well as accurate reporting of project
                           status. Reporting on status will require involvement
                           in weekly tracking meetings and other meetings as
                           needed.

                                      L-4
<PAGE>

                  (b)      ALLTEL and Client will create Target Environment data
                           tables for Table Administration, as specified in
                           Exhibit J.

                  (c)      ALLTEL and Client shall jointly conduct
                           Post-Conversion Activities, including programmatic
                           correction of errors by ALLTEL and service order
                           cleanup by Client.

         3.2      ALLTEL ROLES AND RESPONSIBILITIES. In addition to the
                  obligations otherwise set forth herein and ALLTEL's
                  responsibility to timely complete its obligations under the
                  Conversion Completion Plan for each of the Conversions,
                  ALLTEL's obligations will include:

                  (a)      Overall project responsibility for planning and
                           managing each Conversion, including project support
                           services, testing, exit planning and implementation;

                  (b)      Execution of integration testing;

                  (c)      Mapping, development and testing of conversion
                           programs, including writing programs to support those
                           conversions which are automated;

                  (d)      Execution of mock conversion testing;

                  (e)      Support of the Client acceptance test in conjunction
                           with Client;

                  (f)      Provide testing environment for all testing phases
                           and ALLTEL-provided resources to answer questions
                           regarding how application systems function;

                  (g)      Implementation of the final Conversions;

                  (h)      Communications to Client regarding conversion
                           process, including project status reporting;

                  (i)      Specify rules used to verify translations; and

                  (j)      Upon the request of Client, providing assurance in
                           writing signed by either the representative of ALLTEL
                           set forth in Section 18.1 of the Agreement or an
                           executive at ALLTEL authorized to make the
                           representation that ALLTEL shall timely complete its
                           obligations under this Exhibit L; provided, however,
                           that liability for failure of ALLTEL to accomplish
                           the representations made in such writing shall be
                           limited to those penalties and payments otherwise set
                           forth in this Exhibit L.

         3.3      CLIENT RESOURCES AND RESPONSIBILITIES. Client Resources and
                  responsibilities include:

                                      L-5
<PAGE>

                  (a)      Assisting in data mapping as required;

                  (b)      Manual data cleanup;

                  (c)      Executing test scripts and verifying test results for
                           the Client acceptance test;

                  (d)      Ensuring that Client Resources are available as
                           required, including but not limited to Client
                           Resources to help review and approve test results;

                  (e)      Ensuring timely assistance from GTE as provided in
                           Section 3.4;

                  (f)      Identifying test equipment and providing necessary
                           connectivity for CTS;

                  (g)      Assigning Client Resources to the mapping and gapping
                           sessions;

                  (h)      Meeting with ALLTEL to understand the Conversion
                           process;

                  (i)      Manual equipment inventory and verification of
                           installed equipment to the extent Client chooses to
                           perform such inventory and verification;

                  (j)      Develop and execute Client acceptance test scenarios
                           in conjunction with ALLTEL;

                  (k)      Provide required business decisions in a timely
                           manner; and

                  (l)      Provide proper industry notification of the
                           Conversions.

         3.4      CLIENT RESPONSIBILITY FOR GTE ACTIVITIES. Client shall use its
                  reasonable best efforts to ensure that GTE will timely provide
                  the GTE assistance, data and information required to
                  accomplish the Conversions, including, but not limited to, the
                  Source Environment data for the Target Environments, or Client
                  will otherwise timely obtain such assistance, data and
                  information.. The assistance, data and information to be
                  obtained from GTE includes, but is not limited to, the
                  following:

                  (a)      Appropriate resources as needed to participate in the
                           mapping and gapping sessions;

                  (b)      Accurate and timely extract data from GTE systems;

                  (c)      Month-end data;

                  (d)      Timely availability of GTE system staff for mapping
                           and questions; and

                  (e)      Information for pending service orders in a usable
                           format.

                                      L-6
<PAGE>

                  Consistent with the Conversion Project Plan described in
                  Section 2.2 of this Exhibit, ALLTEL will notify either GTE or
                  Client of ALLTEL's data requirements for the Target
                  Environment and will notify Client if GTE fails to timely
                  respond to ALLTEL's requests. Upon receiving notice of GTE's
                  failure to timely respond, Client shall use its reasonable
                  best efforts to cause GTE to respond as soon as possible to
                  ALLTEL's request or Client shall provide such information as
                  soon as possible using Client Resources.

         3.5      QUALITY OF DATA. Quality of converted data is a joint
                  responsibility, with identifiable duties for both Client and
                  ALLTEL:

                  (a)      ALLTEL is responsible for the automation of
                           jointly-defined conversion program rules (algorithms)
                           to take electronically available Source System data
                           and convert it to identified Target System data
                           structures.

                  (b)      Client will cooperate by providing documentation of
                           relevant Client business practices, defining data
                           translation rules, populating user tables, and
                           verifying resulting data quality.

                  (c)      ALLTEL will provide control data and audit reports as
                           defined in the Conversion project plan to support the
                           verification.

                  (d)      As early as practical, ALLTEL and Client will
                           cooperate to set data quality and quantity targets,
                           including mutual agreement on Measurement Component
                           Percentages for the Conversion SLA as set forth in
                           Section 6.4 of this Exhibit, if applicable.

                  (e)      During testing, Client and ALLTEL will cooperate to
                           identify and correct defects (e.g., software or
                           tables errors) and refine algorithms.

4.       SCHEDULE. Each party agrees and acknowledges that conversion of each
         Source Environment may have unique requirements and issues and that
         timely Conversions are dependant upon the timely participation of both
         parties and GTE. The activities within a Conversion are spread over a
         period of time, so that not all Target Systems are installed on the
         same day. For ease of communication, a Conversion will be described as
         occurring on a mutually agreed upon Conversion Date at the beginning of
         a month, with the understanding that Target Conversion Dates, and thus
         the Conversion Date, will range over a period of days beginning in the
         prior month and ending in the Conversion month. Target Conversion Dates
         for the installation of each Target System in each Conversion will be
         set based upon the Conversion Project Plan and mutually agreed to in
         writing by both parties. The parties shall use their reasonable best
         efforts to agree upon the specific Target Conversion Dates on or before
         the date that the parties agree on the final Measurement Component
         Percentages as described in Section 6.4(j) of this Exhibit. The parties
         agree that the final Target Conversion Date shall be no later than
         September 8, 2000, subject to the assumptions set forth in Section 5 of
         this Exhibit. For purposes of determining ALLTEL's Actual Performance
         of the Conversion SLA, the Target

                                      L-7
<PAGE>

         Conversion Date for a particular system shall be the later of the date
         mutually agreed to in writing for such Target System or the first Day
         of the month of the Conversion (i.e., June 1, 2000 or September 1,
         2000). Further, Conversion shall be deemed to have occurred on the
         Target Conversion Date for that Target System so long as the applicable
         Target System is in production prior to the start of business on the
         next business Day. All Conversions, including Post-Conversion
         Activities are expected to be completed by September 30, 2000. Should
         all Conversions not be completed by this time, both ALLTEL and Client
         will use their best efforts to perform their obligations under the
         Conversion Project Plan in order to complete the remaining Conversions
         as soon as possible.

5.       CONVERSION ASSUMPTIONS. Any changes to or deviations from the following
         assumptions could affect the quality, schedule and/or cost of the
         Conversion Services:

         5.1      Client will convert to one of ALLTEL's existing LIDB
                  providers.

         5.2      There will be timely receipt of accurate and complete data
                  from both Client and GTE.

         5.3      There will be one fully automated, flash-cut Conversion for
                  Oklahoma and one fully automated, flash-cut Conversion for
                  Texas and New Mexico as to be specified in the Conversion
                  Project Plan for Access Lines to be converted.

         5.4      GTE and Client Resources (including information, decisions and
                  resources) required to plan and implement the Conversions will
                  be accurate, complete and made available to ALLTEL on a timely
                  basis.

         5.5      There will be no application modifications except for the
                  Pre-Conversion Enhancements described in Section 1.5 of
                  Exhibit E which are scheduled, prioritized, tested and
                  installed prior to the applicable Conversion.

         5.6      Electronic data extracts will be available from all GTE
                  applications for data that is to be converted from Source
                  System to Target System as to be specified in the Conversion
                  Project Plan for Access Lines to be converted.

         5.7      One GTE source system and practices exist for each
                  application.

         5.8      Client will provide business analysts for data verification of
                  both reference data and conversion data as to be specified in
                  the Conversion Project Plan for Access Lines to be converted.

         5.9      There will be no significant reprioritization of tasks by
                  Client after development of and agreement on the Conversion
                  Project Plan.

         5.10     Client will provide timely and complete verification of test
                  results in conjunction with ALLTEL as to be specified in the
                  Conversion Project Plan for Access Lines to be converted.

                                      L-8
<PAGE>

         5.11     AT&T subscribers will continue to receive AT&T Invoice Derived
                  Billing.

         5.12     ALLTEL will bill client retail customers utilizing the same
                  billing cycles as currently being utilized within GTE.

         5.13     Client exchanges will convert as full Revenue Accounting
                  Offices.

6.       CONVERSION SLA AND OTHER PAYMENTS.

         6.1      GENERAL. Subject to Section 6.2 of this Exhibit, ALLTEL shall
                  use its reasonable best efforts to perform the Services in
                  connection with each Conversion at a level of quality,
                  performance and timeliness at least equal to the Conversion
                  SLA.

         6.2      EXCLUSIONS. With respect to either Conversion, as applicable,
                  ALLTEL shall be not be subject to any claim of material breach
                  and shall be relieved of its responsibility for any failure to
                  meet the Conversion SLA to the extent that any of the
                  following adversely affects ALLTEL's ability to timely
                  accomplish either Conversion, provide the Conversion Services
                  or meet any Measurement Component Percentage:

                  (a)      any of the assumptions set forth in Section 5 of this
                           Exhibit are materially incorrect;

                  (b)      there is not at least ninety (90) Days between each
                           of Client's Conversions;

                  (c)      Client fails to timely provide the Client Resources
                           and responsibilities under Section 3.3 or to ensure
                           timely participation by GTE under Section 3.4 of this
                           Exhibit; or

                  (d)      there occurs a force majeure event under Section 17
                           of the Agreement.

         6.3      MATERIAL BREACH.

                  (a)      Based upon the facts and circumstances at the time,
                           Client has the right to declare that ALLTEL has
                           committed a material breach of the Agreement under
                           Section 19.2 of the Agreement, provided that the
                           underlying facts support such a claim. Client shall
                           have waived its right to terminate the Agreement
                           pursuant to Section 19.2 based on ALLTEL's Actual
                           Performance of the Conversion Services with respect
                           to the Conversion for which the Conversion SLA
                           Performance Payment/Credit or any payment from ALLTEL
                           pursuant to Section 6.3(b) or (c) was accepted if
                           such claim is not brought within ninety (90) Days of
                           the Conversion Completion Date for the second
                           Conversion; provided ALLTEL does not refuse or fail
                           to provide information reasonably requested by Client
                           which the

                                      L-9
<PAGE>

                           Client reasonably deems necessary to determine
                           whether a breach may have occurred and that Client
                           had actual knowledge of such breach.

                  (b)      Subject to the provisions of Section 15 of the
                           Agreement, in the event (i) ALLTEL materially
                           breaches its obligations as provided in Section 19.2
                           in providing the Conversion Services under this
                           Exhibit L; (ii) Client elects not to terminate this
                           Agreement or the Conversion Services under Section
                           19.2 of the Agreement; and (iii) the Closing Date for
                           the affected Conversion is extended without Client
                           incurring expenses for Continuation Services as
                           described in Schedule 9.4 of the GTE Agreements,
                           ALLTEL shall be responsible for Client's reasonable
                           out-of-pocket operating expenses from the Day of the
                           initial scheduled Closing Date through the earlier of
                           the revised Closing Date or commencement of
                           Continuation Services under subsection (c) for call
                           center employee expenses, payroll and employees'
                           expenses for headquarters staff and lease expenses
                           for Call Centers and Client headquarters, in an
                           amount of not to exceed $[*****] per month for a
                           breach related to the Conversion of the Oklahoma
                           Access Lines and $[*****] per month for a breach
                           related to the Conversion of the Texas and New Mexico
                           Access Lines.

                  (c)      In addition to amounts payable under subsection (b)
                           of this Section, in the event (i) ALLTEL materially
                           breaches its obligations as provided in Section 19.2
                           in providing the Conversion Services under this
                           Exhibit L; (ii) Client elects not to terminate this
                           Agreement or the Conversion Services under Section
                           19.2 of the Agreement; and (iii) as a result of such
                           breach, Client incurs direct out-of-pocket expenses,
                           actually incurred, for Continuation Services as
                           described in Section 9.4 of the GTE Agreements,
                           ALLTEL shall be responsible for (i) expenses for
                           Continuation Services as described in Section 9.4 of
                           the GTE Agreements in an amount not to exceed
                           $[*****] plus the recurring monthly processing
                           charges for Client's Access Lines limited to the
                           amount of $[*****] for each Access Line for which
                           Client obtains Continuation Services for a period of
                           not to exceed six (6) months. Upon request by Client,
                           ALLTEL shall pay such amounts directly to GTE by the
                           due dates agreed to by Client and GTE.

                  (d)      Client shall use reasonable best efforts to negotiate
                           the Continuation Services Agreement as defined in the
                           GTE Agreements and obtain regulatory approvals in
                           connection with the purchase of the Access Lines in
                           such a manner as to minimize ALLTEL's liability under
                           this Section, provided that, all decisions regarding
                           such matters shall be at Client's sole discretion.

         6.4      ESTABLISHMENT OF MEASUREMENT COMPONENT PERCENTAGES. The
                  Measurement Component Percentages for each Measurement
                  Component shall be determined and mutually agreed upon using
                  the following process and in accordance with the Conversion
                  Project Plan:

                  (a)      CONDUCT INITIAL ASSESSMENT OF DATA. ALLTEL will
                           perform an initial assessment of data extracted from
                           the Source Systems within twenty (20)

                                      L-10
<PAGE>

                  business Days following receipt of all data from Client and/or
                  GTE which is needed for ALLTEL to perform the assessment.

                  (b)      ANALYZE AND REPORT ON INITIAL ASSESSMENT OF DATA. The
                           results of the initial assessment of data described
                           in subsection (a) above will be analyzed jointly by
                           ALLTEL and Client to determine what data exists on
                           the Source System and/or extract. ALLTEL will provide
                           Client with reports describing actual Source System
                           record counts verses expected record counts.

                  (c)      PERFORM INTEGRATION TESTS. ALLTEL will perform
                           integration testing to establish the initial
                           Measurement Component Percentages.

                  (d)      DETERMINE STEPS TO IMPROVE MEASUREMENT COMPONENT
                           PERCENTAGES. A detailed list of required tasks which
                           may improve the initial Measurement Criteria
                           Percentage for each Measurement Component will be
                           created by ALLTEL and provided to Client, together
                           with the anticipated percentage increase in the
                           Measurement Criteria Percentage associated with each
                           task.

                  (e)      UNDERTAKE ACTIVITIES TO IMPROVE INITIAL MEASUREMENT
                           COMPONENT PERCENTAGES. ALLTEL and Client shall
                           mutually agree to undertake quality improvement tasks
                           intended to improve the initial Measurement Component
                           Percentages established based on integration test
                           results. ALLTEL and Client shall establish testing
                           targets for mock conversion testing based on the
                           anticipated results of those quality improvement
                           tasks. Quantity improvement tasks may include the
                           following:

                           -        Modification to programming conversion
                                    algorithms performed by ALLTEL;

                           -        Table corrections performed by ALLTEL or
                                    Client;

                           -        Data clean-up performed by Client;

                           -        Data cleansing performed by ALLTEL.

                           Each quality improvement task will be assigned to
                           either ALLTEL or Client and will be documented by
                           ALLTEL. For example, a programmatic change which may
                           improve the initial Measurement Criteria Percentage
                           for the Measurement Component CAMS Customer Entities
                           may be identified with the anticipated percentage
                           increase in the Measurement Criteria Percentage for
                           that Measurement Component of five percent (5%).
                           ALLTEL and Client would mutually agree that such task
                           would be assigned to ALLTEL. with the anticipation
                           that the Measurement Criteria Percentage for that
                           Measurement Component against which ALLTEL will be
                           measured following Conversion would be increased as a
                           result of the successful completion of the assigned
                           task. ALLTEL will be held accountable only for the
                           task assigned to ALLTEL. If Client does not timely
                           perform tasks assigned to Client, Measurement

                                      L-11
<PAGE>

                           Component Percentage would not be increased for that
                           Measurement Component to the extent expected as
                           related to those tasks.

                  (f)      CONDUCT MOCK CONVERSION TESTING. ALLTEL will perform
                           mock conversion testing to determine whether the
                           activities described in subsection (e) above had the
                           anticipated effect and to refine the initial
                           Measurement Component Percentages.

                  (g)      DETERMINE STEPS TO FURTHER IMPROVE MEASUREMENT
                           COMPONENT PERCENTAGES. A follow-up list of quality
                           improvement tasks which may further improve the
                           Measurement Criteria Percentages will be created by
                           ALLTEL and provided to Client, together with the
                           anticipated percentage increase in the Measurement
                           Criteria Percentage associated with each task.

                  (h)      UNDERTAKE ADDITIONAL ACTIVITIES TO IMPROVE INITIAL
                           MEASUREMENT COMPONENT PERCENTAGES. ALLTEL and Client
                           shall mutually agree to undertake additional quality
                           improvement tasks intended to further improve the
                           Measurement Component Percentages. Each quality
                           improvement task will be assigned to either ALLTEL or
                           Client and will be documented by ALLTEL. ALLTEL will
                           be held accountable only for the task assigned to
                           ALLTEL. If Client does not timely perform tasks
                           assigned to Client, Measurement Component Percentage
                           would not be increased for that Measurement Component
                           to the extent expected as related to those tasks.

                  (i)      AGREE UPON FINAL MEASUREMENT COMPONENT PERCENTAGES.
                           Based on the results of and after the completion of
                           the activities described in subsections (a) through
                           (h) of this Section 6.4, ALLTEL and Client shall
                           mutually agree in writing upon the final Measurement
                           Component Percentages to be used in evaluating
                           ALLTEL's Actual Performance with the Conversion SLA.

         6.5      CONVERSION SLA PERFORMANCE ASSESSMENT. ALLTEL's Actual
                  Performance of the Conversion SLA, together with the resulting
                  Conversion SLA Performance Payment/Credit shall be determined
                  separately for each Conversion. The determination of ALLTEL's
                  Actual Performance for each Conversion shall be made as of the
                  date of the completion of Post-Conversion Activities for each
                  Conversion and in accordance with this Section 6.5.

                  (a)      CONVERSION SLA PERFORMANCE PAYMENT/CREDIT. Subject to
                           the remainder of this Section, for each Conversion
                           the Conversion SLA Performance Payment/Credit shall
                           be equal to the amount representing the product of:
                           (i) .03 of the Conversion Fees (as defined in Exhibit
                           E) for that Conversion (determined based on the ratio
                           that the number of Access Lines in that Conversion
                           bears to the total number of Client Access Lines
                           converted pursuant to this Exhibit L) and (ii) the
                           applicable Conversion

                                      L-12
<PAGE>

                           SLA Factor. The Conversion SLA Performance
                           Payment/Credit (which may be a negative amount if
                           such payment is in Client's favor) shall be applied
                           to the balance of the Capitalized Conversion Fees (as
                           defined in Exhibit E) as of the date of calculation.

                  (b)      MISSED CONVERSION DATE AND CONVERSION SLA FACTOR. If
                           the Conversion to any Target System occurs after the
                           Target Conversion Date for that Target System as a
                           result of the negligence, inaction or fault of ALLTEL
                           and ALLTEL makes any payments to Client pursuant to
                           Section 6.3(b) or (c) of this Exhibit, the Conversion
                           SLA Factor shall be zero (0) and neither Client nor
                           ALLTEL shall be eligible for any Conversion SLA
                           Performance Payment/Credit.

                  (c)      POINT TOTALS AND CONVERSION SLA FACTOR. If Conversion
                           to any Target System occurs on or before the mutually
                           agreed upon Target Conversion Date for that Target
                           System or occurs after the mutually agreed upon
                           Target Conversion Date for that Target System as a
                           result of actions or inactions beyond the reasonable
                           control of ALLTEL (including without limitation the
                           exclusions set forth in Section 6.2 of this Exhibit):

                           (i)      For each Measurement Component, ALLTEL's
                                    Actual Performance shall be compared to the
                                    Measurement Component Percentage mutually
                                    agreed upon by ALLTEL and Client as set
                                    forth in Section 6.4 of this Exhibit. If
                                    ALLTEL's Actual Performance is within a two
                                    percent (2%) range of the Measurement
                                    Component Percentage or exceeds the
                                    Measurement Component Percentage, ALLTEL
                                    shall earn the Points associated with that
                                    Measurement Component as set forth in
                                    Attachment 1 to this Exhibit. If ALLTEL's
                                    Actual Performance is not at least within a
                                    two percent (2%) range of the Measurement
                                    Component Percentage, ALLTEL earns zero (0)
                                    Points for that Measurement Component.
                                    ALLTEL acknowledges that for purposes of
                                    determining ALLTEL's Actual Performance, to
                                    the extent data fails to map to agreed upon
                                    field locations in the Target System, such
                                    data will not be considered "loaded" as that
                                    term is used in Attachment 1 to this
                                    Exhibit.

                           (ii)     For each System Group, the Points for each
                                    of the Measurement Components shall be
                                    totaled and compared with Table L.1 in
                                    Attachment 1 to determine whether the Points
                                    for each System Group is "Below Target". If
                                    the Points for any System Group is "Below
                                    Target", then ten (10) Points shall be
                                    subtracted from the total Points for
                                    purposes of determining the Conversion SLA
                                    Factor under Table L.2.

                                      L-13
<PAGE>

                           (iii)    Using Table L.2 set forth in Attachment 2 to
                                    this Exhibit, the Conversion SLA Factor
                                    shall be determined on the basis of the
                                    total Points for ALLTEL's Actual Performance
                                    which shall be the sum of the Points for
                                    each System Group less any reduction as
                                    specified in subsection (ii) above.

                                      L-14
<PAGE>

                                  ATTACHMENT 1
                                 CONVERSION SLA

MEASUREMENT COMPONENTS. The following lists the Measurement Components for each
System Group of Target Systems measured by the Conversion SLA. As set forth in
Exhibit L, ALLTEL and Client shall mutually agree on the Measurement Component
Percentages for each Measurement Criteria set forth below in accordance with the
provisions of this Exhibit L.

                ASAP AND CABS MEASUREMENT COMPONENTS AND CRITERIA

<TABLE>
<CAPTION>
       MEASUREMENT COMPONENTS                      MEASUREMENT CRITERIA                  SYSTEM        POINT VALUE
       ----------------------                      --------------------                  ------        -----------
<S>                                   <C>                                                <C>           <C>
Percent of Network Loaded             Percent of circuits,  equipment, and equipment                        3
                                      assignments   loaded  from  Source  System  to      ASAP
                                      Target System.

Percent of Circuits with DLRs         Percent of Circuits that have a  corresponding                        2
                                      DLR.                                                ASAP

Percent of CLLI Codes Loaded          Percent  of  entities  residing  on the source                        1
                                      file  will  be  loaded  to the  target  system      ASAP
                                      (measured by source file  control  reports and
                                      conversion load reports).

Percent of ASR Orders Loaded          Percent of ASR orders  residing  on the source                        2
                                      file will be loaded to the target system.           ASAP

Percent of Local Orders Loaded        Percent  of  Local  Orders   residing  on  the                        2
                                      source  file  will  be  loaded  to the  target      ASAP
                                      system.

Special Circuits                      Percent of special  circuits  loaded into ASAP                        5
                                      from CABS  residing on the source file will be      CABS
                                      loaded to the target system.

Switched Circuits                     Percent of switched  circuits loaded into ASAP                        5
                                      from CABS  residing on the source file will be      CABS
                                      loaded to the target system.
</TABLE>

                    CAMS MEASUREMENT COMPONENTS AND CRITERIA

<TABLE>
<CAPTION>
       MEASUREMENT COMPONENTS                      MEASUREMENT CRITERIA                  SYSTEM        POINT VALUE
       ----------------------                      --------------------                  ------        -----------
<S>                                   <C>                                                <C>           <C>
Customer Entities                     Percent of customer  accounts  residing on the      CAMS              2
                                      Source   System  that  loaded  to  the  Target
                                      System.

Served Entities                       Percent of telephone  access lines residing on      CAMS              6
                                      the  source  file that  loaded  to the  target
                                      system.

Non-Recurring Charges - Charges for   Percent of  charges  for  services  that occur      CAMS              2
services that occur only once.        only once  residing  on the  source  file that
                                      loaded to the target system.

Recurring Charges                     Percent of charges for services  that occur on      CAMS              6
                                      a monthly  basis  residing  on the source file
                                      that loaded to the target system.

Unapplied Adjustments                 Percent of  miscellaneous  charges and credits      CAMS              2
                                      that have not been  applied to the  customer's
                                      balance.

Unapplied Payments                    Percent  of   payments   that  have  not  been      CAMS              2
                                      applied to the customer's  balance residing on
</TABLE>

                                      L-15
<PAGE>

<TABLE>
<S>                                   <C>                                                <C>           <C>
                                      the  source  file that  loaded  to the  target
                                      system.

Deposits                              Percent  of  amounts  that  are  held  by  the      CAMS              2
                                      company as  security  against  the  customer's
                                      account  residing  on the  source  file  that
                                      loaded to the target system.

Directory Advertising                 Percent of amounts  charge to the  customer on      CAMS              2
                                      a  monthly  basis  for  directory  advertising
                                      contract  residing  on the  source  file  that
                                      loaded to the target system.

Balances                              Percent  of  amounts   owed  by  the  customer      CAMS              4
                                      residing  on the  source  file that  loaded to
                                      the target system.

MPS Usage Extract                     Percent  of  entities  residing  on the source      CAMS              6
                                      file  that   loaded  to  the   target   system
                                      (measured  by  source  system  count  rpts and
                                      conversion load rpts).

MPS Balance  from  Conversion         Percent  of  unbilled   toll   messages   that      CAMS              4
loads to Front End loads              convert from Source System to CAMS.

MPS Balance  from Front End loads     Percent of  unbilled  toll  messages  that are      CAMS              2
to Back End loads                     processed within a bill cycle.
</TABLE>

                     CCS MEASUREMENT COMPONENTS AND CRITERIA

<TABLE>
<CAPTION>
       MEASUREMENT COMPONENTS                      MEASUREMENT CRITERIA                  SYSTEM        POINT VALUE
       ----------------------                      --------------------                  ------        -----------
<S>                                   <C>                                                <C>           <C>
                                      Percentage of premises  loaded in CCS from the       CCS              4
CCS Premises Load                     input from MIROR, Directory, and CAMS

CAMS Load                             Percentage  of customers  loaded into CCS from       CCS              4
                                      CAMS input

Pending Order Load Rate               Percentage  of pending  orders loaded into CCS       CCS              2
                                      from pending order input(s)
</TABLE>

                    E911 MEASUREMENT COMPONENTS AND CRITERIA

<TABLE>
<CAPTION>
       MEASUREMENT COMPONENTS                      MEASUREMENT CRITERIA                  SYSTEM        POINT VALUE
       ----------------------                      --------------------                  ------        -----------
<S>                                   <C>                                                <C>           <C>
Customer Load                         Percent of customers on the file vs.  customer      E911              7
                                      records loaded in the E911 system.

MSAG Load                             Percent  of MSAGs  sent vs.  MSAGS  loaded  in      E911              7
                                      E911 system per Client instructions.
</TABLE>

               MIROR AND TARP MEASUREMENT COMPONENTS AND CRITERIA

<TABLE>
<CAPTION>
       MEASUREMENT COMPONENTS                      MEASUREMENT CRITERIA                  SYSTEM        POINT VALUE
       ----------------------                      --------------------                  ------        -----------
<S>                                   <C>                                                <C>           <C>
M POTS Load                           Percent of phone  numbers on the Client Source      MIROR             5
                                      System  file  adjusted  for  missing   numbers
                                      identified  by Client  vs.  records  loaded in
                                      MIROR.

M Special Load                        Percent  of  circuits  on  the  Client  Source      MIROR             5
                                      System  file  adjusted  for  missing  circuits
                                      identified  by  Client  vs.  special   circuit
                                      records loaded in MIROR.

T POTS Load Quantity                  Percent  of  phone  numbers  loaded  in  MIROR      TARP              3
                                      versus records loaded in TARP.
</TABLE>

                                      L-16
<PAGE>

<TABLE>
<S>                                   <C>                                                <C>           <C>

T Specials Load Quantity              Percent of  circuits  loaded from GTE Source       TARP          3
                                      System and ASAP System to TARP System.
</TABLE>

                                      L-17
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT L
                                                                           FINAL

                                  ATTACHMENT 2
                                 CONVERSION SLA

                                    TABLE L.1

<TABLE>
<CAPTION>
SYSTEM GROUP             BELOW TARGET      MAXIMUM POINTS AVAILABLE
------------             ------------      ------------------------
<S>                      <C>               <C>
CABS/ASAP                 < 15 Points              20 Points

CAMS                      < 30 Points              40 Points

CCS                       < 6 Points               10 Points

E911                      < 14 Points              14 Points

MIROR/TARP                < 11 Points              16 Points
                                                  ----------
   Total Point Value                              100 Points
                                                  ----------
</TABLE>

                                   TABLE L.2

<TABLE>
<CAPTION>
TOTAL POINTS FOR ALLTEL'S ACTUAL PERFORMANCE      CONVERSION SLA FACTOR
--------------------------------------------      ---------------------
<S>                                               <C>

              80 - 100 Points                              1.0

               75 - 79 Points                             0.66

               70 - 74 Points                             0.33

                < 70 Points                              - 0.5
</TABLE>

                                      L-18
<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT M
                                                                           FINAL

                                    EXHIBIT M
                                TRAINING SERVICES

         This Exhibit describes the services that constitute the "Training
Services", which shall consist of the "Call Center Training" described in
Section 1, the "Trainer Development" described in Section 2, and the "Non-Call
Center Application Training" described in Section 3. At Client's request, ALLTEL
will provide the following Training Services in accordance with the Training
Plan described in 6.1(f) to the Client's call center agents ("Call Center
Staff"), Client trainers, including both employees and subcontractors ("Client
Trainers") and other Client employees or subcontractors ("Other Staff").

1.       CALL CENTER TRAINING. The following section describes Call Center
         Training consisting of Call Center Staff Training and Call Center
         Application Training.

         1.1      CALL CENTER STAFF TRAINING. The Call Center Staff Training
                  curriculum will consist of Client-specific business processes,
                  business skills, sales skills and application training
                  developed and delivered as a comprehensive unit.
                  Client-specific training material will be developed,
                  customized, produced and provided per course. Call Center
                  Staff Training will include:

<TABLE>
<CAPTION>
     COURSE NAME                                DESCRIPTION
     -----------                                -----------
<S>                        <C>
Business                   Process Classes will instruct Call Center Staff in
                           the process flows surrounding different call and
                           transaction types the Call Center Staff is expected
                           to receive.

Telephone Skills           Classes will provide instruction in basic telephone
                           etiquette promoting good general phone skills, i.e.,
                           acknowledging holds, proper greeting and close, and
                           courtesy.

Products and Services      Classes will provide instruction based on Client's
                           products and services and defines features and
                           functions of each product.

Call Maps/Call Flow        Classes will walk Call Center Staff through the
                           majority of call types they are expected to receive
                           and how to process an inbound call step by step.

Sales                      Classes will be designed to help Call Center Staff
                           maximize selling skills by listening to customer
                           needs, selecting proper products, overcoming
                           objections, and closing the sale.

Call Center Orientation    Classes will be designed to provide Call Center Staff
                           with an overview of the environment in which they
                           will be working.

Departmental Interfaces    Classes will be designed to introduce Call Center
                           Staff to other operating departments with which they
                           will interface.

Role Play and Call         On-going role-play and call simulation exercises will
Simulation                 be administered by ALLTEL and Client Trainers prior
                           to the center opening. This allows Call Center Staff
                           to perform in a near-work environment and is a
                           precursor to accepting "live" calls.

Basic Telephony            An introduction to the telecommunications industry,
                           language, and work environment.
</TABLE>

<PAGE>
<TABLE>
<S>                        <C>
Technical Knowledge        A high-level overview of the ALLTEL suite of
Overview                   applications. This provides instruction on how each
                           product performs as well as its role within the
</TABLE>

         1.2      CALL CENTER APPLICATION TRAINING. Call Center Application
                  Training will be conducted at Client's facilities and will
                  consist of the following classes:

<TABLE>
<CAPTION>

    COURSE NAME                             DESCRIPTION
    -----------                             -----------
<S>                        <C>
CCS                        A hands-on class that provides in-depth instruction
                           on the CCS application, which is used to process
                           service orders.

Report Viewing System      A hands-on, self-paced introduction to the tool,
                           which is used to view and print reports.

CAMS                       A hands-on class that provides instruction and use of
                           the ALLTEL billing system. CAMS is used to record
                           customer service order data, track billing, process
                           messages and post payments.

TARP                       A hands-on class that provides instruction and use of
                           the Trouble Analysis Reporting Process application.
                           TARP is used to record trouble reports from
                           customers.

E911                       A hands-on class that provides instruction and use of
                           the E911 system using a Master Street Address Guide
                           (MSAG).
</TABLE>

2.       TRAINER DEVELOPMENT. The following Client Trainer Development shall be
         provided by ALLTEL to Client Trainers for Call Center Staff and Other
         Staff. The Trainer Development Process shall consist of the following
         four (4) phases:

<TABLE>
<CAPTION>
              PHASE                                              DESCRIPTION
              -----                                              -----------
<S>                              <C>
Phase I - Attend Class           ALLTEL will teach the classes noted in this Exhibit to the Client
Instructed by ALLTEL             Trainers.  Each Client Trainer who will instruct a course must first
                                 complete the course as a participant.

Phase II -Trainer Development    Client Trainers will assist ALLTEL trainers as the ALLTEL trainers
                                 prepare for class.

Phase III - In Class Support     ALLTEL will coach and assist Client Trainers as they prepare to teach
(Transition)                     their assigned class(es).  An ALLTEL trainer will attend classes
                                 instructed by a Client Trainer for each class listed in this Exhibit as
                                 an assistant.  ALLTEL will provide support, coaching, follow-up and
                                 debriefing during these classes.


Phase IV - Post Training         ALLTEL will provide a minimal training staff to answer questions and
Support                          resolve problems as they arise.
</TABLE>

                                      M-2
<PAGE>

3.       NON-CALL CENTER APPLICATION TRAINING. ALLTEL will provide the following
         Non-Call Center Training to Client Trainers and Other Staff:

<TABLE>
<CAPTION>
COURSE NAME                             DESCRIPTION
-----------                             -----------
<S>                        <C>
TARP                       A hands-on class that provides instruction
                           and use of the Trouble Analysis Reporting
                           Process application. TARP is used to record
                           trouble reports from customers.

ASAP -                     An overview of the Access Services and
Introduction               Provisioning application.

ASAP - Access              A hands-on class that provides instruction
Ordering                   and the use of the Access Services and
                           Provisioning application. It is used to
                           enter access service requests.

ASAP -                     A hands-on class that provides instruction
Engineering                and use of the Access Services and
                           Provisioning application used to design
                           special circuits.

MIROR                      A hands-on class that provides instruction
                           and use of the Mechanized Inventory Records
                           Order Reconciliation system. MIROR maintains
                           the inventory database of switches, cables,
                           terminals, telephone numbers and other
                           equipment or facilities that make up the
                           telephone network.

MPS                        A hands-on class that provides instruction
                           and use of the MPS application. MPS prepares
                           all message records (telephone calls) for
                           end-user billing and distribute the records
                           to the proper billing system.

E911                       A hands-on class that provides instruction
                           and use of the E911 system using a Master
                           Street Address Guide (MSAG).

WFM - TAS                  A hands-on class that provides instruction
                           and use of the Work Force Management
                           application, that interacts with hand-held
                           devices.

WFM - UDS                  A hands-on class that provides instruction
                           and use of the Work Force Management System
                           used to send messages out to the workforce.

CABS                       A hands-on class that provides instruction
                           and use of the CABS application. CABS is
                           used to bill customers for leasing and/or
                           using a local telephone company's circuits
                           (access lines).

CAMS                       A hands-on class that provides instruction
                           and use of the ALLTEL billing system for
                           non-call center users (e.g. accounts
                           receivable).

CTS                        A hands-on class that provides instruction
                           and use of centralized access to several
                           different types of line testing equipment
                           (test heads). The course will cover two main
                           activities:

                           - Automatic tests for reported troubles
                           - Request and review of line tests
</TABLE>

4.       TRAINING SERVICES AFTER THE CONVERSION COMPLETION DATE. Client may
         obtain additional Training Services after the Conversion Completion
         Date under the following conditions:

         (a)      Client will schedule the additional Training Services on no
                  less than sixty (60) Days advance written notice.

         (b)      Client acknowledges that the scheduling of additional Training
                  Services is subject to ALLTEL training resources availability
                  for the requested dates.

         (c)      ALLTEL will provide the additional Training Services in the
                  quantities, at the times and under the conditions mutually
                  agreed by ALLTEL and Client.

                                      M-3
<PAGE>

5.       ASSUMPTIONS. The Service Fees for Training Services are based on the
         following assumptions. ALLTEL may increase the Service Fees for
         Training Services and/or ALLTEL shall be allowed additional time to
         perform the Training Services if any of the following assumptions are
         materially incorrect:

         (a)      The Training Services curriculum will be developed and
                  tailored specifically for the Client and will include the
                  classes described in Sections 1, 2 and 3 of this Exhibit.

         (b)      All Call Center Staff, Client Trainers and Other Staff will be
                  proficient in the use of PCs and Windows 9X/NT prior to
                  classroom training.

         (c)      Trainer Development and Call Center Training will occur
                  simultaneously and will require approximately ten (10) to
                  twelve (12) weeks for each Call Center Staff to complete. Upon
                  completion, an additional two (2) weeks of role-playing will
                  be required for each Call Center Staff including Client
                  Trainers.

         (d)      ALLTEL will provide the Call Center Training for up to two
                  hundred (200) Call Center Staff in no less than fourteen (14)
                  and no greater than seventeen (17) groups of classes.

         (e)      Training of Client Trainers will be conducted on-site at one
                  (1) or more of Client's facilities provided with WAN
                  Connectivity as set forth in Exhibit B.

         (f)      The Client shall provide classrooms with at least one
                  workstation for each student and instructor with proper
                  connectivity for the applications to be trained, as well as
                  standard training equipment, including whiteboards, flip
                  charts, overhead projector and PC projection unit.

         (g)      Training Services will be scheduled and conducted according to
                  the Training Plan described in Section 6.1(f) and Client
                  requirements on which the Training Plan is based do not
                  materially change. If the Client makes decisions that alter
                  the Training Plan, ALLTEL reserves the right to adjust the
                  Service Fees and/or time of delivery appropriately.

         (h)      Exact class sizes will be determined by the Training Plan
                  provided by ALLTEL. The size is currently estimated at twelve
                  (12) to fifteen (15) students per class.

         (i)      All training and materials will be provided in English.

6.       ROLES AND RESPONSIBILITIES.

         6.1      ALLTEL ROLES AND RESPONSIBILITIES. In addition to the other
                  obligations set forth in this Exhibit, ALLTEL shall be
                  responsible for the following:

                                      M-4
<PAGE>

                  (a)      For Call Center Application Training (described in
                           Section 1.2) and Non-Call Center Application Training
                           (described in Section 3) classes that are taught by
                           ALLTEL trainers, ALLTEL will provide all handout
                           materials, manuals, procedure guides and overheads
                           required. These items will be shipped to the training
                           site prior to the start of each class.

                  (b)      From the Effective Date through the Conversion
                           Completion Date, ALLTEL will provide all handout
                           materials, manuals, procedure guides and overheads
                           required for the Call Center Staff Training classes
                           described in Section 1.1. These items will be shipped
                           to the training site prior to the start of each Call
                           Center Staff Training class.

                  (c)      ALLTEL will provide class agendas and time schedules
                           in connection with the Training Services.

                  (d)      From the Effective Date through the Conversion
                           Completion Date, ALLTEL will provide a training plan
                           owner to coordinate training times, schedules, and
                           travel arrangements.

                  (e)      Following each class taught by ALLTEL, ALLTEL will
                           provide the Client with: o Sign-In sheets from the
                           class; and o A copy of the completed class
                           evaluations

                  (f)      If ALLTEL is required to reschedule a class, written
                           notice will be given to Client at least ten (10)
                           business days in advance if possible.

                  (g)      Within sixty (60) Days from the Effective Date,
                           ALLTEL will provide to Client a written Training Plan
                           for Training Services that will describe the specific
                           Training Services to be provided by ALLTEL.

                  (h)      From the Effective Date through the Conversion
                           Completion Date, ALLTEL shall be responsible for
                           maintaining the training environment consistent with
                           the production environment.

                  (i)      After the Conversion Completion Date, ALLTEL will
                           continue to maintain the training environment as
                           provided in Exhibit A. In order to make changes to
                           the Client-specific training data, Client must submit
                           a SER or RIS through the Variable Staff. Client is
                           responsible for making all changes to the
                           Client-specific training data.

         6.2      CLIENT RESOURCES AND RESPONSIBILITIES. Client shall be
                  responsible for the following Client Resources and
                  responsibilities:

                                      M-5
<PAGE>

                  (a)      Client shall provide no less than ten (10) employees
                           or subcontractors who will participate as Client
                           Trainers in the Call Center Training Trainer
                           Development. The Client Trainers will be identified
                           on or prior to the date specified in the Training
                           Plan.

                  (b)      Pay travel costs, shipping fees, lodging fees, and
                           travel time for ALLTEL trainers as a Pass-Through
                           Expense.

                  (c)      After the Conversion Completion Date, the Client will
                           be responsible for maintaining and updating all
                           training materials, except for ALLTEL material
                           provided for the Call Center Application Training and
                           Non-Call Center Application Training taught by ALLTEL
                           as provided in Section 6.1(a) of this Exhibit. Client
                           shall nonetheless remain responsible for any
                           customization of the material provided by ALLTEL
                           pursuant to Section 6.1(a).

                  (d)      The Client will provide a training liaison, which
                           will be the single contact responsible for
                           coordinating pre-training, training, and
                           post-training activities at the Client facilities.
                           These activities include scheduling of classes and
                           participants, receiving shipped material, providing
                           directions to the facility, coordinating connectivity
                           and logons, assisting in testing connectivity and
                           access to the software, providing rosters, making all
                           classroom reservations and preparations, and
                           confirming class registration. The Client training
                           liaison will coordinate activities with the ALLTEL.

                  (e)      If it becomes necessary to cancel a class, the Client
                           will notify ALLTEL via e-mail at least ten (10)
                           business Days in advance of the class. Otherwise,
                           Client will be charged a cancellation fee. The
                           cancellation fee will not exceed the price of the
                           class specified in Exhibit E. The Client will also be
                           responsible for informing the Client employees of the
                           class cancellation.

                  (f)      The Client is responsible for ensuring that the
                           Client Trainers have knowledge of Client's business
                           policies, presentation skills and training skills
                           prior to starting the Trainer Development plan.

                  (g)      After the completion of the Training Plan, the Client
                           will be responsible for training the Client
                           employees. Additional Training may be requested by
                           the Client in accordance with the provisions of this
                           Exhibit.

                  (h)      The Client is responsible for ensuring all Call
                           Center Staff is hired on or prior to the latest hire
                           dates specified in the Training Plan. The Client will
                           further ensure that Call Center Staff complete all
                           training prerequisites per the Training Plan.

                                      M-6
<PAGE>

                  (g)      After the Conversion Completion Date, the Client will
                           be responsible for coordinating and scheduling all
                           training database activities, including refreshes and
                           updates.

7.       CONFIDENTIALITY. Notwithstanding any other provision of this Agreement,
         prior to attending any classes described in this Exhibit M,
         subcontractors of Client must execute a Confidentiality and
         Non-Disclosure Agreement, in the form provided by ALLTEL, prohibiting
         such subcontractor(s)' disclosure or mis-use of any ALLTEL Confidential
         Information which may be disclosed during such classes.

                                      M-7
<PAGE>

                                    EXHIBIT N
                        MUTUAL CONFIDENTIALITY AGREEMENT

         This Confidentiality Agreement ("Agreement") is effective as of the
19th day of August, 1999, ("Effective Date"), and is by and between dba
Communications, LLC, 1200 19th Street, NW, Suite 500, Washington, D.C. 20036,
and ALLTEL INFORMATION SERVICES, INC., 4001 Rodney Parham Road, Little Rock,
Arkansas 72212. For purposes of this Agreement, the party providing Confidential
Information (as that term is defined below), and such party's direct or indirect
subsidiary corporations and affiliates shall be referred to as the "Transmitting
Party" and the party receiving the Confidential Information (as such term is
defined below) and such party's direct or indirect subsidiary corporations and
affiliates shall be referred to as the "Receiving Party".

         IN CONSIDERATION of the mutual promises and covenants contained herein,
the parties hereto agree as follows:

         1.       Any agreements, financial information, data, reports,
analyses, compilations, statistics, summaries, source or object code,
documentation, manuals, studies, and any other materials or information, or any
materials based thereon, whether written or oral, concerning a Transmitting
Party, including, without limitation, such Transmitting Party's intellectual
property, clients, businesses plans, policies, procedures, standards and
products (collectively the "Confidential Information") furnished directly or
indirectly by a Transmitting Party or any of such Transmitting Party's
directors, officers, employees, agents, attorneys, accountants, advisors and
other representatives (collectively the "Representatives"), shall be kept
confidential and shall not, without the Transmitting Party's prior written
consent, be disclosed by the Receiving Party or its Representatives in any
manner whatsoever, in whole or in part, except to the extent that the Receiving
Party or its Representatives becomes legally compelled to disclose any of the
Confidential Information (and the Receiving Party complies with the provisions
of Paragraph 4). The Receiving Party agrees to reveal the Confidential
Information only to Representatives who need to know, and who are informed by
the Receiving Party of the confidential nature of the Confidential Information
and who agree to act in accordance with the terms and conditions of this
Agreement.

         2.       The term "Confidential Information" does not include
information which (i) was or becomes generally available to the public other
than as a result of a disclosure by the Receiving Party or the Receiving Party's
officers, employees, agents, or advisors, or (ii) was or becomes available to
the Receiving Party on a non-confidential basis from a source other than the
Transmitting Party or its advisors, provided that such source is not bound by a
confidentiality agreement with the Transmitting Party, or (iii) was within the
Receiving Party's possession prior to its being furnished, provided that the
source of such information was not bound by a confidentiality agreement in
respect thereof, or (iv) was independently acquired as a result of work carried
out by an employee of the Receiving Party to whom no disclosure of such
information has been made directly or indirectly.

         3.       Within a reasonable time after the Transmitting Party's
written request, the Receiving Party shall promptly redeliver all written
material containing or reflecting any information contained in the Confidential
Information and will not retain any copies, extracts, or other reproductions in
whole or in part of such written material. All documents, memoranda, notes, or
other writings whatsoever, prepared and based on the information contained in
the Confidential Information shall be returned or destroyed.

         4.       The Receiving Party acknowledges the competitive value and
confidential nature of the Confidential Information and that disclosure thereof
to any third party could be competitively harmful to the Transmitting Party. In
the event that the Receiving Party or any party to whom it transmits the
Confidential Information pursuant to this Agreement becomes legally compelled to
disclose any of the

<PAGE>

Confidential Information, the Receiving Party shall provide the Transmitting
Party with prompt notice, so that the Transmitting Party may seek a protective
order or other appropriate remedy. In the event that such protective order or
other remedy is not obtained, the Receiving Party shall furnish only that
portion of the Confidential Information which is legally required and the
Receiving Party shall exercise its reasonable best efforts to obtain reasonable
assurance that confidential treatment will be accorded the Confidential
Information.

         5.       The Receiving Party acknowledges and agrees that, given the
nature of the Confidential Information and the competitive damage that would
result to the Transmitting Party if information contained therein is disclosed
to any third party, money damages would not be sufficient remedy for any breach
of this Agreement by the Receiving Party, and that, in addition to all other
remedies, the Transmitting Party shall be entitled to specific performance and
injunctive or other equitable relief as a remedy for any such breach, and the
Receiving Party further agrees to waive any requirement for the securing or
posting of any bond in connection with such remedy.

         6.       No failure or delay by the Transmitting Party in exercising
any right, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege hereunder.

         7.       This Agreement shall be governed by and construed in
accordance with the laws of the State of Arkansas. All judicial proceedings to
be brought with respect to the Agreement or any other dispute between the
parties hereto shall be brought in the United States District Court for the
Eastern District, Western Division of Arkansas in Little Rock, Arkansas (the
"Court") and by execution and delivery of this Agreement, the parties hereto
each accepts generally and unconditionally the non-exclusive jurisdiction of the
Court and irrevocably waives any objection (including, without limitation, any
objection of the laying of venue based on the grounds of forum non-conveniens)
which either of them may now have or hereafter have to the bringing of any such
action or proceeding with respect to this Agreement or any other dispute in the
Court.

         8.       In the event that any provision of this Agreement shall be
held by a court of competent jurisdiction to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.

         9.       The parties hereto agree that this Agreement constitutes the
complete and exclusive statement of the terms and conditions between the parties
covering the subject matter hereof, supersedes all prior agreements and
understandings concerning such subject matter, whether oral or written and
cannot be amended except in writing executed by an authorized representative of
each party.

         IN WITNESS WHEREOF, the parties have executed this Agreement by their
duly authorized representatives as of the Effective Date.

ALL TEL INFORMATION SERVICES, INC.              DBA COMMUNICATIONS, LLC.

By:    /s/ Mona E. Kelley                       By:   /s/ Boban Mathew
       ----------------------------------             --------------------------
Name:  Mona E. Kelley                           Name:  Boban Mathew
Title: Senior Vice President - Sales &          Title: VP Strategic Planning
       Marketing, Telecommunication Services

                                     - 2 -

<PAGE>

                                                                   ATTACHMENT II

                                    EXHIBIT O
                            CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement, effective this 24th day of November 1998, is
made by and between DBA Communications, Inc., having its principal place of
business at 1200 19th Street, NW, Street, Ste. 500, Washington, DC 20036
("Evaluator") and the GTE operating companies identified on the signature page,
having their principal place of business at 600 Hidden Ridge, HQE03G80, Irving,
Texas ("GTE").

In connection with proposed transactions between Evaluator and GTE related to
the possible sale or exchange of certain GTE assets consisting of telephone
exchanges and associated assets, each party is prepared to make available and
disclose to the other party certain information concerning its business,
financial condition, operations, liabilities and assets under terms that will
protect the confidential and proprietary nature of such information. This
information is collectively referred to herein as "Evaluation Material" as
hereinafter defined.

1.       The term "Disclosing Party" means either party when it or its
         Representative provides or authorizes disclosure of its Evaluation
         Material.

2.       The term "Recipient" means either party when it receives directly or
         indirectly through its Representative the Evaluation Material of the
         other party.

3.       The term "Evaluation Material" shall include all documents, information
         (written or oral), business descriptions and any other materials
         prepared or provided by a party or its Representative to the other
         party or its Representative, as well as all notes, analyses,
         compilations, studies, interpretations or other documents prepared by
         Recipient or its Representative that contain, reflect or are based
         upon, in whole or in part, information furnished to Recipient by
         Disclosing Party or its Representative.

         The term "Evaluation Material" does not include information that (i) is
         or becomes generally available to the public other than as a result of
         an unauthorized disclosure by Recipient or its Representative, (ii) was
         already in Recipient's possession prior to its being furnished or
         disclosed by or on behalf of Disclosing Party, provided that the
         information was received by Recipient in good faith from a party not
         subject to a confidentiality obligation with respect to such
         information, or (iii) becomes available to Recipient on a
         non-confidential basis, provided that the source of such information is
         not subject to a confidentiality obligation with respect to such
         information.

4.       The term "Representative" shall include but is not limited to all
         agents appointed by a party for the purpose of providing Evaluation
         Materials to the other party, as well as a party's attorneys or
         accountants. A party's affiliates shall also be considered
         Representatives. An affiliate is any individual, corporation,
         partnership, limited liability company or similar entity that directly
         or indirectly, through one or more intermediaries, controls, is
         controlled by, or is under common control with such party.

5.       The Parties agree to use the Evaluation Material received solely for
         the purpose of evaluating the possible purchase or sale of GTE assets
         that may be offered for sale or otherwise identified by GTE. Recipient
         agrees that the Evaluation Material received will be kept strictly
         confidential, and that Recipient and its Representative will not
         disclose any of the Evaluation Material to any third party in any
         manner whatsoever. In addition, Recipient agrees that without the prior
         written consent of Disclosing Party it will not

                                       1

<PAGE>

                                                                   ATTACHMENT II

         disclose to any third party that the Evaluation Material has been made
         available to Recipient, that discussions or negotiations are taking
         place concerning the possible sale of Disclosing Party assets, or any
         of the terms, conditions or other facts with respect to such
         discussions or negotiations unless, in the written opinion of legal
         counsel, such disclosure is mandated by the valid order of a court or
         other governmental agency or is otherwise mandated by law. If, in the
         opinion of legal counsel, disclosure is mandated by law or governmental
         agency. Recipient will give Disclosing Party written notice of its
         intent to disclose such information at least five (5) business days
         prior to disclosure in order to allow Disclosing Party to seek a
         protective order preventing such disclosure.

6.       Recipient may disclose and give a copy of the Evaluation Material to
         representatives who will assist Recipient to evaluate the possible
         purchase or sale of GTE assets. Recipient agrees to provide a copy of
         this Agreement to all representatives and will secure their agreement
         to be bound by the terms of this Agreement as if they were parties
         hereto. Recipient will undertake, at its expense, all reasonable
         measures to restrain its representatives from unauthorized use or
         disclosure of Evaluation Material.

7.       This Agreement shall expire two (2) years from the effective date
         described above. Notwithstanding the termination of this Agreement, the
         obligation to treat the Evaluation Material as confidential shall
         survive and continue for a period of two (2) years from the termination
         of this Agreement.

8.       Upon termination of this Agreement for any reason or upon the request
         of Disclosing Party, all Evaluation Material, together with any copies
         in possession of Recipient or its representative, shall be returned to
         Disclosing Party or certified by Recipient to be destroyed.

9.       It is understood and agreed that monetary awards for breach of this
         Agreement are not a complete or sufficient remedy for any breach of
         this Agreement by Recipient or its Representative, and that Disclosing
         Party shall be entitled to equitable relief, including injunctions and
         specific performance, as remedies for any such breach. Such remedies
         shall be in addition to any other rights or remedies Disclosing Party
         may have in law or equity.

10.      Disclosing Party makes no representation or warranty, expressed or
         implied, as to the accuracy or completeness at its Evaluation Material.
         Disclosing Party shall not have any liability to Recipient or its
         Representative for any use or reliance on the Evaluation Material. Each
         party will bear its own costs and expenses associated with the use of
         the Evaluation Material. The parties understand and agree that in the
         event Evaluator determines to purchase any GTE asset that the only
         representations or warranties with regard to the Evaluation Material,
         if any, will be made in a final definitive purchase agreement when
         executed, and shall be subject to the limitations and restrictions of
         that agreement.

11.      Except for the obligations of confidentiality and use of the Evaluation
         Material and as otherwise described herein, neither party hereto has
         any obligation of any kind, express or implied, by virtue of this
         Agreement or disclosures, meetings or conversations with respect to the
         sale of GTE assets. Without limiting the generality of the preceding
         sentence, it is understood that neither party has any obligation to
         enter into or continue further discussions or negotiations or to make
         further disclosures. Neither party is obligated to retrain from
         pursuing its business in whatever manner it elects even if that

                                       2
<PAGE>

                                                                  ATTACHMENT II

         involves competing with the other party. It is further understood that
         this Agreement and any disclosures, meetings, discussions and
         communications of the parties related to the subject matter shall not
         constitute an offer, request or contract involving any buyer-seller
         relationship, joint venture, teaming, partnership or other relationship
         between the parties.

12.      This Agreement, together with any Attachments hereto, constitutes the
         entire agreement between the parties with respect to the subject matter
         of this Agreement. This Agreement supercedes all previous agreements
         between the parties relating to the subject matter hereof.

13.      No provision of this Agreement shall be deemed waived, amended or
         modified by either party, unless such waiver, amendment or modification
         is made in writing and signed by both parties.

14.      Any notice to be given hereunder shall be deemed made when sent by
         certified or registered mail to the address described above or by
         facsimile with a confirmation copy sent by certified or registered
         mail.

15.      This Agreement and the rights and obligations hereof are not assignable
         by either party without the express written approval of the other
         party. This Agreement shall be binding upon each party and its
         successors and approved assigns, and shall inure to the benefit of, and
         be enforceable by, each party and its successors and approved assigns.

                                       3

<PAGE>

                                                                  ATTACHMENT II

16.      This Agreement shall be governed and construed in accordance with the
         laws of the state of New York. The Parties submit themselves to the
         jurisdiction of the courts of the state of New York.

GTE operating companies: GTE Alaska Incorporated, GTE Arkansas Incorporated, GTE
California Incorporated, GTE Midwest Incorporated, GTE North Incorporated, GTE
Northwest Incorporated, GTE West Coast Incorporated, GTE South Incorporated, GTE
Southwest Incorporated, Contel of Minnesota, Inc., Contel of the South, Inc.

EVALUATOR

Name:       /s/ Anne K. Bingaman                  Mrs. Bingaman signed this
            -----------------------------         document prior to leaving town
                                                  and cannot be reached for a
                                                  new signature. Please let us
Type name:  Anne K. Bingaman                      know if GTE requires a new
                                                  signing of this page.
Title:      Chairman/Chief Executive Officer

Date:       November 24, 1998

GTE

Name:       /s/ William M. Edwards, III
            -----------------------------

Type name:  William M. Edwards, III

Title:      Vice President - Property Repositioning

Date:       12-16-98

EVALUATOR

Name:       /s/ Rosalynn Christian
            -----------------------------

Type name:  Rosalynn Christian

Title:      Assistant Secretary

Date:       12-16-98

<PAGE>

                                                         dba COMMUNICATIONS, LLC
                                                                       EXHIBIT P
                                                                           FINAL

                                    EXHIBIT P
                         TERMINATION OF CERTAIN SERVICES

1.       TERMINATED SERVICES. Following are the Services that may be terminated
         by Client during the Term in accordance with Section 19.4 of the
         Agreement:

         (a)      Table Administration as described in Exhibit J.

2.       EARLIEST EFFECTIVE DATE. The earliest effective date that Client may
         begin performing each Terminated Service is as follows:

         (a)      For Table Administration, Client may begin performing the
                  Terminated Service no earlier than the first (1st) day of the
                  thirteenth (13th) month following the Managed Operations
                  Commencement Date.

3.       NOTICE PERIOD. Client shall give prior written notice of the
         termination of the Terminated Services by the following time periods:

         (a)      For Table Administration, notice at least ninety (90) Days
                  prior to the date effective date of the termination of the
                  Terminated Services.

4.       REDUCTION IN SERVICE FEES. The going forward reduction Service Fees for
         each Terminated Service is as follows:

         (a)      For Table Administration, the Minimum Resource Level for Table
                  Administration shall be zero (0) and Client shall no longer be
                  required to pay the Service Fees for the functional category
                  of Table Administration calculated in accordance with Section
                  5.3 of Exhibit E after the date of termination of the services
                  for Table Administration provided by the Variable Staff
                  (except to the extent of Service Fees incurred prior to the
                  termination date).

5.       TERMINATION FEES. The termination fees payable by Client to ALLTEL,
         which shall be prorated if appropriate in connection with each
         Terminated Service are as follows:

         (a)      For Table Administration, none.
<PAGE>

                                                         DBA COMMUNICATIONS, LLC
                                                                       EXHIBIT A
                                                                    ATTACHMENT 1
                                                                           FINAL

                                    EXHIBIT A

                                  ATTACHMENT 1

                          SERVICES AND RESPONSIBILITIES

<PAGE>

                                TABLE OF CONTENT

<TABLE>
<S>                                                                                 <C>
1.    GENERAL...................................................................     1

   1.1   Common to All Functional Areas.........................................     1
      1.1.1    Included.........................................................     1
      1.1.2    Excluded.........................................................     1
      1.1.3    Client Resources and Responsibilities............................     1
      1.1.4    ALLTEL Responsibilities..........................................     2
      1.1.5    Joint Responsibilities...........................................     2

   1.2 Infrastructure...........................................................     3
      1.2.1    Information Technology Services..................................     3
         1.2.1.1  Included......................................................     3
         1.2.1.2  Excluded......................................................     3
         1.2.1.3  Client Resources and Responsibilities.........................     3
         1.2.1.4  ALLTEL Responsibilities.......................................     4
         1.2.1.5  Joint Responsibilities........................................     5
      1.2.2    Support Services.................................................     5
         1.2.2.1  Included......................................................     5
         1.2.2.2  Client Resources and Responsibilities.........................     5
         1.2.2.3  ALLTEL Responsibilities.......................................     5
      1.2.3    Data Security Services...........................................     7
         1.2.3.1  Client Resources and Responsibilities.........................     8
         1.2.3.2  ALLTEL Responsibilities.......................................     8
      1.2.4    Equipment Maintenance............................................     8
         1.2.4.1  Included......................................................     8
         1.2.4.2  Excluded......................................................     8
         1.2.4.3  Client Responsibilities.......................................     8
         1.2.4.4  ALLTEL Responsibilities.......................................     9

2.    DB2 WAREHOUSE.............................................................     9

   2.1   Included...............................................................     9
      2.1.1    System Funtionality..............................................     9
      2.1.2    Hardware/Software................................................    10

   2.2   Excluded...............................................................    10

   2.3   Client Responsibilities................................................    10

   2.4   ALLTEL Responsibilities................................................    10

3.    SERVICE ORDERS............................................................    11
</TABLE>

                                      AA-i

<PAGE>

<TABLE>
<S>                                                                                 <C>
   3.1   Included...............................................................    11
      3.1.1    System Funtionality..............................................    11
      3.1.2    The following ALLTEL Software as provided in Exhibit H...........    12

   3.2   Excluded...............................................................    12

   3.3   Client Resources and Responsibilities..................................    12

   3.4   ALLTEL Responsibilities................................................    12

4.    OPERATIONAL SUPPORT SYSTEMS...............................................    13

   4.1   Facilities Assignment..................................................    13
      4.1.1    Included.........................................................    13
         4.1.1.1  System Funtionality...........................................    13
         4.1.1.2  The following ALLTEL Software as provided in Exhibit H........    13
      4.1.2    Client Resources and Responsibilities............................    14
      4.1.3    ALLTEL Responsibilities..........................................    14

   4.2   E911 Administration....................................................    15
      4.2.1    Included.........................................................    15
         4.2.1.1  System Funtionality...........................................    15
         4.2.1.2  The following ALLTEL Software in accordance with Exhibit H....    15
      4.2.2    Excluded.........................................................    15
      4.2.3    Client Resources and Responsibilities............................    15
      4.2.4    ALLTEL Responsibilities..........................................    16

   4.3   Trouble Administration.................................................    16
      4.3.1    Included.........................................................    16
         4.3.1.1  System Funtionality...........................................    16
         4.3.1.2  The following ALLTEL Software set forth in Exhibit H..........    16
      4.3.2    Client Resources and Responsibilities............................    16
      4.3.3    ALLTEL Responsibilities..........................................    17

5.     ACCESS ORDERING AND PROVISIONING.........................................    17

   5.1   Included...............................................................    17
      5.1.1    System Funtionality..............................................    17
      5.1.2     Hardware/Software...............................................    18

   5.2   Excluded...............................................................    18
      5.3   Client Resources and Responsibilities...............................    18
      5.4    ALLTEL Responsibilities............................................    18

6.    ACCESS BILLING............................................................    19
</TABLE>

                                      AA-ii

<PAGE>

<TABLE>
<S>                                                                                 <C>
   6.1   Included...............................................................    19
      6.1.1     System Funtionality.............................................    19
      6.1.2    The following ALLTEL Software in accordance with Exhibit H.......    19

   6.2   Excluded...............................................................    20

   6.3   Client Resources and Responsibilities..................................    20

   6.4   ALLTEL Responsibilities................................................    20

   6.5   Joint Responsibilities.................................................    21

7.    END USER BILLING..........................................................    21

   7.1   End User Billing - Wireline (CAMS).....................................    21
      7.1.1    Included.........................................................    21
         7.1.1.1  System Funtionality...........................................    21
         7.1.1.2   The following ALLTEL Software as provided in Exhibit H.......    27
      7.1.2    Excluded.........................................................    27
      7.1.3    Client Resources and Responsibilities............................    27
      7.1.4    ALLTEL Responsibilities..........................................    30

8.    CLIENT SERVICES...........................................................    30

   8.1   Included...............................................................    30
      8.1.1    Business Functions...............................................    30

   8.2   Client Resources and Responsibilities..................................    31

   8.3   ALLTEL Responsibilities................................................    31

   8.4   Joint Responsibilities.................................................    32

9.    TOLL POLLING..............................................................    32

   9.1   Included...............................................................    32
      9.1.1    System Funtionality..............................................    32
      9.1.2    The following ALLTEL-Provided Third Party Software as set forth
               in Exhibit I.....................................................    32

   9.2   Excluded...............................................................    32

   9.3   Client Resources and Responsibilities..................................    32

   9.4   ALLTEL Responsibilities................................................    33

10.   WORK FORCE MANAGEMENT.....................................................    33
</TABLE>

                                     AA-iii

<PAGE>

<TABLE>
<S>                                                                                 <C>
   10.1     Included............................................................    33
      10.1.1   System Functionality.............................................    33

   10.2     Excluded............................................................    34

   10.3     Client Resources and Responsibilities...............................    34

   10.4     ALLTEL Responsibilities.............................................    34

11.   CONSOLIDATED TESTING SOLUTIONS............................................    34

   11.1     Included............................................................    34
      11.1.1 System Functionality...............................................    34

   11.2     Client Resources and Responsibilities...............................    34

   11.3     ALLTEL Responsibilities.............................................    35
</TABLE>

                                      AA-iv

<PAGE>

1.       GENERAL. This Attachment 1 describes the following functional areas
         which together comprise the Managed Operations Services: DB2 Warehouse,
         Service Orders, Operational Support Systems, Access Ordering and
         Provisioning, Access Billing, End User Billing, Client Services, Toll
         Polling, Work Force Management, and Consolidated Testing Solutions
         (collectively, the "Functional Areas"). Unless specified below,
         anything listed within the "Included" subsections of this document
         below is an ALLTEL responsibility unless expressly identified as an
         Client responsibility.

         1.1      COMMON TO ALL FUNCTIONAL AREAS.

                  1.1.1    INCLUDED.

                           -        See inclusions for each Functional Area.

                  1.1.2    EXCLUDED.

                           -        Hardware/software not managed by ALLTEL;

                           -        Business procedures and methodologies unless
                                    explicitly stated; and

                           -        System Enhancements and Ad Hoc Requests
                                    (covered under Exhibit J - Variable Staff).

                  1.1.3    CLIENT RESOURCES AND RESPONSIBILITIES.

                           -        IT Program management for client projects;

                           -        Develop and administer user practices and
                                    procedures for changes to the baseline
                                    business area analysis documentation (as
                                    currently exists for ALLTEL) provided by
                                    ALLTEL and necessary to reflect Client
                                    requirements;

                           -        Requirements definition;

                           -        Joint participation with ALLTEL in business
                                    design;

                           -        Review and sign-off of test objectives;

                           -        Tariff and regulatory change interpretation;

                           -        Review & approval of testing results when
                                    user participation is required;

                           -        Approval of high impact changes to the
                                    processing schedules;

                           -        Remittance processing;

                           -        Directory publishing;

                           -        Directory assistance services;

                           -        Communicate to ALLTEL the reporting
                                    information needed by Client to satisfy
                                    Client's state and federal regulatory
                                    requirements;

                           -        Staff for each of the business functional
                                    areas; and

                           -        Provide PC software for computer terminal
                                    emulation.

                                      AA-1

<PAGE>

                  1.1.4    ALLTEL RESPONSIBILITIES.

                           -        Provide baseline business area analysis
                                    documentation (as currently exists for
                                    ALLTEL)for each Functional Area;

                           -        Physical tape handling - incoming and
                                    outgoing;

                           -        Mailroom functions related to output
                                    processing;

                           -        Application support for ALLTEL Software and
                                    ALLTEL-Provided Third Party Software
                                    (including error diagnosis, reporting and
                                    correction associated with those
                                    applications) except for those application
                                    support functions described in Exhibit J
                                    (Variable Staff);

                           -        Use software development methodologies such
                                    as SDM;

                           -        Maintain technical environment provided by
                                    ALLTEL;

                           -        Regression testing for ALLTEL Software and
                                    ALLTEL-Provided Third Party Software;

                           -        Data access security for the ALLTEL
                                    Software;

                           -        Technical application documentation;

                           -        System software changes;

                           -        Application change including application
                                    upgrades except for those application
                                    support functions provided by the Variable
                                    Staff as described in Exhibit J;

                           -        Help Desk/Command Center Support;

                           -        Provide user manuals in accordance with
                                    Section 8.1 of the Agreement and other
                                    documentation for application systems and
                                    updates to those manuals as system changes
                                    are made; and

                           -        Provide Client with reporting information
                                    requested as provided in Section 1.1.3 to
                                    address Client's state and federal
                                    regulatory requirements.

                           1.1.5    JOINT RESPONSIBILITIES.

                                    -        Management of Change Management
                                             Process described in Section 11 of
                                             the Agreement.

                                      AA-2

<PAGE>

1.2      INFRASTRUCTURE.   The Services and responsibilities set forth in this
                             Section 1.2 are common to all Functional areas.

                             [INFRASTRUCTURE CHART]

  1.2.1  INFORMATION TECHNOLOGY SERVICES.

         1.2.1.1  INCLUDED.

                  -        System console operations;

                  -        Data file services; and

                  -        Tape management and operations.

         1.2.1.2  EXCLUDED.

                  -        Microfiche activities; and

                  -        Lockbox processing.

         1.2.1.3  CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Remote printers and print operations;

                  -        Client resources will work with ALLTEL on problem
                           isolation;

                  -        Review with reasonable care reports and other output
                           provided by ALLTEL to Client, and promptly notify
                           ALLTEL if any problems or errors are found therein;

                  -        Work with ALLTEL to define file retention times;

                  -        Participate with ALLTEL in the Change Control
                           Approval process for changes to the Client production
                           environments; and

                                      AA-3

<PAGE>

                  -        Local area network up to demarcation point of WAN
                           interconnection.

         1.2.1.4  ALLTEL RESPONSIBILITIES.

                  -        Perform console operations;

                  -        Perform problem/error resolution procedures for
                           production problems in data center services;

                  -        Document problem/errors and their resolution per the
                           Incident Management Process described in Exhibit F;

                  -        Review console logs for monitoring and analysis;

                  -        Provide on-line systems/sub-systems for production,
                           development, quality assurance and training for
                           access during scheduled hours;

                  -        Process on-line transactions;

                  -        Maintain equipment failure logs;

                  -        Log equipment, software and environmental problems;

                  -        Balance transmission/receipt of incoming and outgoing
                           files;

                  -        Develop and document file backup and recovery
                           procedures;

                  -        Maintain, update and execute approved file backup and
                           recovery procedures;

                  -        Provide Client the capability to review/audit
                           compliance with retention and storage requirements;

                  -        Provide logging and tracking of physical media in and
                           out of the data center facilities, and provide
                           required rotation of media for off-site vaulting in
                           accordance with audit approved procedures;

                  -        Complete tape mounts and disk to meet production
                           processing requirements;

                  -        Provide reliable media;

                  -        Clean and maintain the ALLTEL-provided equipment in
                           the data center facilities at the required intervals.
                           Tape drives will be cleaned on each production shift,
                           printers will be cleaned at least monthly and all
                           other preventative maintenance performed according to
                           vendor provided schedules;

                  -        Store media in a physically protected and
                           environmentally controlled area;

                  -        Provide Client with the capability to review media
                           distribution and receipt control;

                  -        Store forms and supplies in physically protected and
                           environmentally controlled facilities;

                                      AA-4

<PAGE>

                  -        Provide secure storage and control for sensitive
                           materials; and

                  -        Maintain on line report retention procedures.

         1.2.1.5  JOINT RESPONSIBILITIES.

                  -        Quality of any special forms that Client desires to
                           have processed; and

                  -        Balancing controls for bill release function.

  1.2.2  SUPPORT SERVICES.

         1.2.2.1  INCLUDED.

                  -        Production control;

                  -        System software support;

                  -        Capacity planning/management;

                  -        Production migration, testing and quality assurance
                           as provided below; and

                  -        Data base administration.

         1.2.2.2  CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Participate with ALLTEL in Change Management Process
                           for approval of changes to the Client production
                           environments;

                  -        Provide business plan to assist ALLTEL with capacity
                           planning;

                  -        User acceptance testing and approval;

                  -        End-user training when production changes are
                           implemented;

                  -        Assist ALLTEL with the development of production
                           schedules; and

                  -        Develop (with ALLTEL's assistance) and maintain a
                           management escalation process to be invoked for any
                           critical batch scheduled job streams anticipated not
                           to meet required deadlines.

         1.2.2.3  ALLTEL RESPONSIBILITIES.

                  -        Maintain infrastructure software associated with the
                           production, development, quality assurance and
                           training environments;

                                      AA-5

<PAGE>

                  -        Provide reasonable best efforts to maintain
                           information and requirements to properly configure
                           and reconfigure computer equipment;

                  -        Move/build/promote code throughout the development
                           and test life cycle;

                  -        Resolve abended jobs in the most expeditious manner
                           possible to meet processing window requirements;

                  -        Perform daily production scheduling reviews;

                  -        Maintain infrastructure software products including
                           operating systems, utilities, database management
                           systems, performance monitoring tools (as provided in
                           Exhibit F), performance tuning and productivity tools
                           via the Change Management Process;

                  -        Maintain restart capability and capacity to satisfy
                           re-run requirements;

                  -        Maintain master production schedules;

                  -        Provide an ongoing analysis of abend/problem trends
                           and initiate corrective action with the appropriate
                           support or development team;

                  -        Track and report on Service Levels in accordance with
                           Exhibit F;

                  -        Maintain the security and integrity of the production
                           environment;

                  -        Determine and communicate to Client the operational
                           impact of proposed scheduling changes;

                  -        With Client's assistance, develop a management
                           escalation process to be invoked for any critical
                           batch scheduled job streams anticipated not to meet
                           required deadlines;

                  -        Complete batch processing schedules;

                  -        Process special request activities via RIS (Request
                           for Information Services) process within mutually
                           agreed upon time frames;

                  -        Test, install and support infrastructure software;

                  -        Monitor and tune the overall performance of the
                           systems environment, research potential
                           tools/products for viability and install
                           tools/products as appropriate;

                  -        Provide systems consulting to the Variable Staff and
                           maintenance and support personnel supporting Client;

                  -        Provide third-party product support in accordance
                           with Section 7.2 of the Agreement including:
                           maintaining third party software as required by
                           third-party contracts and license agreements; and
                           maintaining compatibility between systems software
                           and third party products;

                                      AA-6

<PAGE>

                  -        Maintain systems software documentation;

                  -        Implement appropriate monitoring packages and
                           productivity tools;

                  -        Maintain development, quality assurance and training
                           environments for Client that will allow testing of
                           new systems software releases and applications
                           software releases;

                  -        Analyze, develop and implement changes designed to
                           improve processing performance;

                  -        Utilization of system monitoring tools to identify
                           inefficiencies (e.g., reviewing performance reports,
                           database design, dataset placement, etc.);

                  -        Make Job Control Language (JCL) and or scripting
                           changes to take advantage of new technologies;

                  -        Examine new features of systems software, third party
                           software and equipment technologies;

                  -        Analyze job scheduling for possible changes to
                           improve applications software job stream
                           effectiveness;

                  -        Provide, for both production and non-production
                           environments, capacity planning/management for
                           information processing resources, including but not
                           limited to data center and security; Central
                           Processing Unit (CPU) resources; Direct Access
                           Storage Devices (DASD) and other storage
                           requirements; tape and cassette tape devices; ALLTEL
                           provided printer equipment; Front-End Processor (FEP)
                           capacity; inserter and postage meters;

                  -        Revise the capacity planning model based on actual
                           performance;

                  -        Maintain production release procedures;

                  -        Perform database tuning and reorganization as
                           required;

                  -        Provide database environment for application
                           development, application maintenance, testing and
                           quality assurance separate from the production
                           database environment;

                  -        Provide advisory support for database environments;

                  -        Analyze and develop physical database design;

                  -        Monitor database performance and database space
                           utilization, and identify modifications for improved
                           performance; and

                  -        Design and implement database archive processes and
                           procedures based on Client input.

  1.2.3  DATA SECURITY SERVICES.

                                      AA-7

<PAGE>

         1.2.3.1  CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Submit initial access requests, access change
                           requests, and access removal requests for all Client
                           personnel;

                  -        Cooperate with and support data security
                           investigations as requested by ALLTEL; and

                  -        Provide a Client security coordinator twenty-four
                           (24) hours a Day, seven (7) Days a week.

         1.2.3.2  ALLTEL RESPONSIBILITIES.

                  -        Review with Client documented security procedures for
                           data security;

                  -        Provide ongoing operational support of system
                           security processes to supported environments;

                  -        Request data security investigations, when
                           appropriate;

                  -        Inform Client of data security breaches discovered or
                           made known to ALLTEL;

                  -        Cooperate with and support data security
                           investigations as requested by Client;

                  -        Assist Client in recovering from breach of security
                           violations that result in lost/damaged information;

                  -        Provide advisory support for Client personnel on data
                           security related issues; and

                  -        Identify security risks and recommend procedures to
                           minimize.

  1.2.4  EQUIPMENT MAINTENANCE.

         1.2.4.1  INCLUDED.

                  -        Information technology/data center equipment
                           maintenance for equipment provided by ALLTEL in
                           connection with the Services under this Agreement.

         1.2.4.2  EXCLUDED.

                  -        Equipment provided by the Client.

         1.2.4.3  CLIENT RESPONSIBILITIES.

                  -        Client's end user equipment and any other equipment
                           not provided by ALLTEL under this Agreement.

                                      AA-8

<PAGE>

         1.2.4.4  ALLTEL RESPONSIBILITIES.

                  -        Responsible for maintenance of ALLTEL owned and
                           managed equipment including Day to Day operational
                           needs, preventative maintenance and engineering
                           changes;

                  -        Follow manufacturer's published preventive/predictive
                           maintenance procedures; and

                  -        Provide maintenance for the equipment, as
                           appropriate.

2.       DB2 WAREHOUSE.

                              [DB2 WAREHOUSE CHART]

         2.1      INCLUDED.

                  2.1.1    SYSTEM FUNCTIONALITY.

                           Populate the information in the warehouse from the
                           following defined systems:

                           *        CAMS;

                           *        CABS;

                           *        CCS;

                           *        TARP;

                           *        MIROR; and

                           *        Maintain the infrastructure required to
                                    support the warehouse.

                                      AA-9

<PAGE>

                  2.1.2    HARDWARE/SOFTWARE.

                           -        Warehouse load software; and

         2.2      EXCLUDED.

                  -        All data from sources other than those systems
                           defined above.

         2.3      CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Define business requirements and corresponding data
                           to be stored in the warehouse;

                  -        Accurate input into the source systems;

                  -        Write and maintain warehouse queries; and

                  -        Extract information as business needs require.

         2.4      ALLTEL RESPONSIBILITIES.

                  -        Support of the information warehouse environment;

                  -        Populate the warehouse from defined systems including
                           the maintenance of interfaces into the warehouses;

                  -        Maintain the infrastructure necessary to support the
                           warehouse; and

                  -        Support of ALLTEL standard query tools.

                                      AA-10

<PAGE>

3.       SERVICE ORDERS.

                              [SERVICE ORDER CHART]

         3.1      INCLUDED.

                  3.1.1    SYSTEM FUNCTIONALITY.

                           -        Line assignment linkage;

                           -        Work force administration linkage;

                           -        Maintain on-line service order history for
                                    at least three (3) months excluding the
                                    current month;

                           -        Collect directory information and provide
                                    distribution of directory updates to local
                                    directory assistance service provider, long
                                    distance directory assistance service
                                    provider and directory publisher;

                           -        Provide facility for Client's customer to
                                    "lock" their carrier selection to prevent
                                    "slamming" and provide a report for Client
                                    to reverse charge the carrier if the
                                    customer identifies a case of slamming;

                           -        Provide access for management reporting,
                                    report data and analysis;

                           -        Telephone number management;

                           -        Credit verification interface programs (i.e.
                                    to Equifax);

                           -        Utilize account name and address to
                                    facilitate directory distribution; and

                           -        Verification of addresses against the Master
                                    Street and Address Guide (MSAG).

                                      AA-11

<PAGE>

                  3.1.2    THE FOLLOWING ALLTEL SOFTWARE AS PROVIDED IN EXHIBIT
                           H:

                           -        CCS software;

                           -        CAMS; and

                           -        DB2 Warehouse.

         3.2      EXCLUDED.

                  -        Directory assistance services;

                  -        Directory publishing services;

                  -        Circuit linkage to Equifax;

                  -        Sales commission reporting; and

                  -        Equifax software and licensing.

         3.3      CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Daily activities relative to processing customer
                           requests for services (i.e. customer contact, service
                           order entry and verification, correction of rejected
                           service orders, manage held or outstanding order
                           queues to ensure timely processing, overall order
                           quality, etc.);

                  -        Directory verification and clean-up; and

                  -        Business processes and methodologies supporting
                           Service Order functionality as provided for by ALLTEL
                           Software.

         3.4      ALLTEL RESPONSIBILITIES.

                  -        Operating systems to accept, rate and post service
                           order input in a format suitable for SSI, assignment,
                           billing, and error correction and to maintain history
                           for billing requirements and data retention
                           requirements in accordance with Section 10.2 of the
                           Agreement;

                  -        Provide error correction, hold files and access and a
                           mechanism for Client error records to be modified and
                           input for subsequent processing;

                  -        Link service order input to billing, customer care,
                           assignment and dispatch systems; and

                  -        Provide standard system functionality training for
                           Service Order Entry Systems (as provided in Exhibit
                           M).

                                      AA-12

<PAGE>

4.       OPERATIONAL SUPPORT SYSTEMS.

         4.1      FACILITIES ASSIGNMENT.

                          [FACILITIES ASSIGNMENT CHART]

                  4.1.1    INCLUDED.

                           4.1.1.1  SYSTEM FUNCTIONALITY.

                                    -        Facility rearrangements including
                                             NPA splits and area transfers;

                                    -        Automatic assignments;

                                    -        POTS facility record keeping;

                                    -        Load balance switch; and

                                    -        Access for management reporting and
                                             analysis.

                           4.1.1.2  THE FOLLOWING ALLTEL SOFTWARE AS PROVIDED IN
                                    EXHIBIT H.

                                    -        MIROR software;

                                    -        CCS software; and

                                    -        TARP software.

                                      AA-13

<PAGE>

                  4.1.2    CLIENT RESOURCES AND RESPONSIBILITIES.

                           -        Perform data entry for manual assignments;

                           -        Maintain inventory databases (cables,
                                    central office equipment, etc.);

                           -        Data verification and record maintenance;

                           -        Pre-field investigation;

                           -        Delayed order reporting and tracking;

                           -        All engineering activities related to
                                    facilities assignment and construction;

                           -        Working with ALLTEL to establish wire
                                    centers;

                           -        Business processes and methodologies
                                    supporting facilities assignment
                                    functionality:

                           -        Field work associated with wire center
                                    consolidations; and

                           -        Switch System Interface (SSI) scripts and
                                    environment to accept data feeds from MIROR.

                  4.1.3    ALLTEL RESPONSIBILITIES.

                           -        Automatic flow-through of applicable service
                                    assignments and switch updates to Client's
                                    Switch System Interface (SSI) functionality
                                    and to ALLTEL's operating support systems as
                                    required;

                           -        Linkage of MIROR with CCS;

                           -        Automatic flow-through of LOAs from carriers
                                    into MIROR;

                           -        Linkage of MIROR with TARP; and

                           -        Provide service order messages with plant
                                    assignment details for service order
                                    outputs.

                                      AA-14

<PAGE>

         4.2      E911 ADMINISTRATION.

                           [E911 ADMINISTRATION CHART]

                  4.2.1    INCLUDED.

                           4.2.1.1  SYSTEM FUNCTIONALITY.

                                    -        E911 Extracts;

                                    -        Supports host telco and non-host
                                             processing; and

                                    -        Maintain MSAG.

                           4.2.1.2  THE FOLLOWING ALLTEL SOFTWARE IN ACCORDANCE
                                    WITH EXHIBIT H:

                                    -        E911 software.

                  4.2.2    EXCLUDED.

                           -        PSAP functionality.

                  4.2.3    CLIENT RESOURCES AND RESPONSIBILITIES.

                           -        MSAG database creation or maintenance;

                           -        Coordination of E911 activity with each
                                    county;

                           -        Business processes and methodologies
                                    supporting E911 functionality;

                           -        E911 customer database creation or
                                    maintenance; and

                           -        Error correction.

                                      AA-15

<PAGE>

                  4.2.4    ALLTEL RESPONSIBILITIES.

                           -        Transmit to/from E911 host or non-host
                                    telcos;

                           -        Update MSAG with data extracts from CAMs;
                                    and

                           -        Provide input mechanism for MSAG error
                                    correction.

         4.3      TROUBLE ADMINISTRATION.

                         [TROUBLE ADMINISTRATION CHART]

                  4.3.1    INCLUDED.

                           4.3.1.1  SYSTEM FUNCTIONALITY.

                                    -        Common cause entry and management;

                                    -        Line card validation;

                                    -        Trouble history maintenance;

                                    -        Scheduling; and

                                    -        Preventative maintenance tracking.

                           4.3.1.2  THE FOLLOWING ALLTEL SOFTWARE SET FORTH IN
                                    EXHIBIT H:

                                    -        TARP software; and

                                    -        TRS software.

                  4.3.2    CLIENT RESOURCES AND RESPONSIBILITIES.

                           -        Dispatch for trouble;

                           -        Customer loop testing;

                           -        Test equipment and processing of loop test
                                    data;

                                      AA-16

<PAGE>

                           -        Perform and record customer loop tests;

                           -        Interfaces from test to applications;

                           -        All business processes and methodologies
                                    relating to trouble administration as
                                    provided for by ALLTEL Software;

                           -        Maintain special circuits in trouble
                                    database; and

                           -        Receive and create customer trouble tickets.

                  4.3.3    ALLTEL RESPONSIBILITIES.

                           -        Operating support systems to accept trouble
                                    reports in a format suitable for Client's
                                    plant testing applications and dispatch and
                                    to maintain history for data retention
                                    requirements in accordance with Section 10.2
                                    of the Agreement; and

                           -        Data storage or data retention in such a way
                                    to identify common cause detection, line
                                    card validation and assignments, repeat
                                    reports and subsequent reports and to
                                    accommodate updates from assignment and
                                    appointment changes.

5.       ACCESS ORDERING AND PROVISIONING.

                    [ACCESS ORDERING AND PROVISIONING CHART]

         5.1      INCLUDED.

                  5.1.1    SYSTEM FUNCTIONALITY.

                           -        ASR and USO receipt and processing;

                           -        Circuit and facility design and
                                    provisioning;

                           -        Work management;

                                      AA-17

<PAGE>

                           -        Management of tables for industry
                                    information;

                           -        Access billing preparation; and

                           -        IXC bonding for access service requests.

                  5.1.2    HARDWARE/SOFTWARE.

                           -        Database software;

                           -        ASAP software;

                           -        Database connectivity software; and

                           -        CABS billing interface.

         5.2      EXCLUDED.

                  -        Mechanized interface to end user facilities system
                           (local loop);

                  -        Mechanized interface to IXCs other than AT&T and MCI;
                           and

                  -        Mechanized interface to CAMS.

         5.3      CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Subscriber contacts;

                  -        Entry and maintenance of business data;

                  -        Business processes and methodologies supporting
                           Access Order and Provisioning functionality as
                           provided for in ALLTEL Software;

                  -        LAN and desktop hardware and software upgrades as
                           required;

                  -        Deployment of ALLTEL Software to Client workstations
                           and LAN;

                  -        Data quality; and

                  -        Supply common industry files (FCC #4, CLONES, LERG,
                           etc.) to ALLTEL.

         5.4      ALLTEL RESPONSIBILITIES.

                           -        Load common industry files (FCC #4, CLONES,
                                    LERG, etc.);

                           -        Electronically provide ALLTEL software
                                    versions and any updates to centralized
                                    point within Client;

                           -        Provide operating support systems to accept
                                    access order input and format data in such a
                                    way to accommodate work management, circuit
                                    management, plant facilities management and
                                    transmission facilities management
                                    application requirements; and

                           -        Link access order input to CABS as
                                    appropriate.

                                      AA-18

<PAGE>

6.       ACCESS BILLING.

                             [ACCESS BILLING CHART]

         6.1      INCLUDED.

                  6.1.1    SYSTEM FUNCTIONALITY.

                           -        On-line data entry;

                           -        Billing setup by effective dates;

                           -        Automatic or manual scheduling of the
                                    billing cycles;

                           -        Batch and on-line data validation;

                           -        Jurisdictional splits (e.g. interstate,
                                    intralata, interlata);

                           -        Bill media data and customer service
                                    records;

                           -        On-line bill inquiry;

                           -        Usage investigation;

                           -        Usage editing, validation and error
                                    correction;

                           -        Rating;

                           -        Factoring;

                           -        Meet point billing processing, inputs and
                                    outputs;

                           -        Intercompany intrastate settlement
                                    processing; and

                           -        Automated interface with ASAP.

                  6.1.2    THE FOLLOWING ALLTEL SOFTWARE IN ACCORDANCE WITH
                           EXHIBIT H:

                           -        CABS software (Carrier Access Billing
                                    System).

                                      AA-19

<PAGE>

         6.2      EXCLUDED.

                  -        Acceptance of non-category-11 usage;

                  -        Mechanized interface to accounting systems;

                  -        Adjustment process for closed (fully paid) invoices;
                           and

                  -        Purchase of accounts receivable.

         6.3      CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Provide access bill preparation to support access
                           service requests;

                  -        Receive and enter payments, adjustments and other
                           charges and credits;

                  -        Generate monthly billing schedule and special
                           off-hour access requirements;

                  -        ACSC/ICSC functions;

                  -        Usage error corrections;

                  -        Industry forum representation;

                  -        Tariff demand reporting;

                  -        Access customer care;

                  -        Business processes and methodologies supporting
                           Access Billing functionality as provided for in
                           ALLTEL Software;

                  -        IXC recourse memorandum;

                  -        DB2 Warehouse queries and reporting;

                  -        External vendor contract negotiation and management;

                  -        Receive, log and control usage;

                  -        Maintain Client tables; and

                  -        Contract with a third party vendor for preparation
                           and delivery of electronic bill media.

         6.4      ALLTEL RESPONSIBILITIES.

                  -        Maintain bill output formats compliant with industry
                           standards (in accordance with Exhibit J Variable
                           Staff);

                  -        Industry forum representation;

                  -        Provide operating support systems to accept, rate and
                           post service order input and usage, generate bills
                           and access service records, apply payments and
                           adjustments and maintain history for billing and data
                           retention in accordance with Section 10.2 of the
                           Agreement;

                  -        Provide error correction, hold files and access and a
                           mechanism for Client error records to be modified for
                           input and subsequent processing;

                  -        Provide electronic output for use by the Client or
                           Client's third party vendors to generate CABS
                           electronic billing information; and

                  -        Maintain the interface between the ALLTEL Software
                           and any third party providing preparation and
                           delivery of electronic bill media. ALLTEL is not
                           responsible for delivery of electronic bill media
                           directly to Client's customers.

                                      AA-20

<PAGE>

         6.5      JOINT RESPONSIBILITIES.

                  -        Balancing and controls.

7.       END USER BILLING.

         7.1      END USER BILLING - WIRELINE (CAMS).

                            [END USER BILLING CHART]

                  7.1.1    INCLUDED.

                           7.1.1.1  SYSTEM FUNCTIONALITY.

                                    -        MESSAGE TAPE CREATION &
                                             DISTRIBUTION.

                                             *        Tapes and files are
                                                      created at the switch site
                                                      or central office; and

                                             *        Tapes or records are
                                                      polled/transmitted/mailed
                                                      to a central location for
                                                      processing.

                                    -        SWITCH POLLING.

                                             *        Software, hardware, and
                                                      network are set up to
                                                      provide the facility for
                                                      gathering switch recorded
                                                      AMA message records;

                                             *        Daily polling extracts
                                                      records from specified
                                                      locations in a scheduled
                                                      manner to retrieve the AMA
                                                      messages; and

                                      AA-21

<PAGE>

                                    *        Messages are concentrated into
                                             files in preparation for processing
                                             and rating.

                           -        AMA ANALYSIS AND TESTING.

                                    *        Work with engineering and systems
                                             on all changes to recorded AMA
                                             messages and switch configurations
                                             prior to recording and processing;

                                    *        Test records for accuracy; and

                                    *        Data corrections made to receive
                                             AMA and other pre-billing messages
                                             for prompt processing.

                           -        TOLL RATING.

                                    *        Prepare appropriate tables in the
                                             systems to accept, process and rate
                                             all messages according to
                                             specifications identified by Client
                                             and outside regulatory agencies;

                                    *        Process and rate all identified
                                             records according to
                                             specifications; and

                                    *        Permit access to rated but unbilled
                                             toll records.

                           -        TOLL TAPE/RECORDS MANAGEMENT.

                                    *        Maintain and process all tape
                                             information and records according
                                             to a preset schedule; Report on all
                                             variances to identified schedules
                                             and records processed;

                                    *        Input all new information related
                                             to processing of various tapes
                                             provided by outside vendors
                                             (Incollects/CMDS);

                                    *        Provide accurate records as to
                                             disposition of all tape output
                                             being sent to outside vendors
                                             (Outcollects/CMDS); and

                                    *        Process all tapes/records and send
                                             such tapes/records to outside
                                             vendors via specified media or
                                             transmission on schedule.

                           -        ACCESS RECORDS CREATION.

                                    *        Input appropriate table setups and
                                             controls;

                                    *        Create all access records according
                                             to preset schedule; and

                                    *        Transmit records and mailing of
                                             appropriate created media to
                                             pre-identified locations.

                                      AA-22

<PAGE>

                           -        TOLL BALANCING.

                                    *        Process, rate and store all records
                                             received in a data file; according
                                             to preset specifications; and

                                    *        Provide appropriate detailed
                                             reports documenting data accuracy
                                             for further verification.

                           -        TOLL TABLES.

                                    *        Update, modify and maintain preset
                                             toll processing tariffs, rates, and
                                             message processing instructions;
                                             and

                                    *        Provide testing and verification
                                             processes.

                           -        ATT INVOICE DERIVED BILLING (IDB).

                                    *        AT&T's Invoice approach to billing
                                             of AT&T customers;

                                    *        Receive toll messages, charges,
                                             credits, taxes, discounts and
                                             message summaries for AT&T
                                             customers grouped in packages
                                             called invoices;

                                    *        Edit, process and match invoice to
                                             customers;

                                    *        Store and extract to create the
                                             AT&T usage portion of a customer's
                                             bill `line by line';

                                    *        Include Adjustments (credits) and
                                             High Toll Usage (informational)
                                             feeds received from AT&T;

                                    *        Includes special processes,
                                             reports, files, and confirmations
                                             customized to AT&T and client
                                             requirements; and

                                    *        Although processed by and at AIS,
                                             the up-front editing of IDB
                                             messages was written and is
                                             maintained by AT&T, and is called
                                             IDB Renderer Interface System
                                             (IRIS).

                           -        BILLING CALCULATION TABLES.

                                    *        Update, modify and maintain preset
                                             bill control tables;

                                    *        Update, modify and maintain preset
                                             taxing tables according to taxing
                                             jurisdiction and rules set by
                                             governing bodies;

                                    *        Update, modify and maintain preset
                                             optional calling plan tables
                                             according to IXC and carrier
                                             specifications;

                                      AA-23

<PAGE>

                                    *        Update, modify, and maintain preset
                                             control tables according to
                                             specified processing standards; and

                                    *        Provide testing and verification
                                             processes.

                           -        BILL PRESENTATION TABLES.

                                    *        Update, modify and maintain bill
                                             format tables according to
                                             requirements and specifications
                                             developed with the Client; and

                                    *        Update, modify and maintain bill
                                             message tables according to
                                             requirements and specifications
                                             developed with the Client.

                           -        SYSTEM PROCESSING TABLES.

                                    *        Update and maintain bill
                                             applications tables as specified
                                             from set standards and performance
                                             considerations.

                           -        TREATMENT/COLLECTIONS TABLES.

                                    *        Update and maintain treatment
                                             rules, steps, and processes related
                                             to non-payment performance; and

                                    *        Create notices based upon criteria
                                             set by client.

                           -        IXC BILLING TABLES.

                                    *        Update and maintain Optional
                                             Calling Plan (OCP) tables based on
                                             requirements from IXC Purchase
                                             Order Notifications (PONs).

                           -        EXTERNAL BUSINESS SUPPORT.

                                    *        Provide software, modifications,
                                             and consulting assistance as
                                             required in order for the Client to
                                             comply with third party
                                             requirements and contracts with
                                             respect to only:

                                             -        Network communications
                                                      links;

                                             -        Billing and collection PON
                                                      work;

                                             -        Data format
                                                      configurations; and

                                             -        Media support.

                                      AA-24

<PAGE>

                           *        For the following External Business Vendors:

                                    -        IXCs;

                                    -        Calling card;

                                    -        Line Identification Data Base
                                             (LIDB);

                                    -        Clearing houses;

                                    -        Equal access;

                                    -        Directory advertising and listing;

                                    -        Enhanced 911, MSAG and Public
                                             Service Answering Point (PSAP); and

                                    -        CNAME - Customer name for Caller ID
                                             function.

                  -        TARIFF SUPPORT.

                           *        Work with Client prior to internal tariff
                                    filings in garnering the information
                                    necessary to support alterations to
                                    processing;

                           *        Assist in interpretation of external tariff
                                    additions or change request for using
                                    current processing functionality;

                  -        BILLING PREPARATION.

                           *        Scheduling;

                           *        Toll extract;

                           *        Bill cycle/customer identification and
                                    selection for processing; and

                           *        Customer service requests (CSR) output.

                  -        ACCOUNTS RECEIVABLE REPORTING.

                           *        Reports dealing with accounting are
                                    specified by the client and verified during
                                    creation of reports;

                           *        Balancing processes are identified and
                                    implemented to ensure accuracy of
                                    information;

                           *        Reports are printed on the appropriate
                                    specified media; and

                           *        Reports are distributed as defined by the
                                    Client.

                  -        TREATMENT IDENTIFICATION/NOTIFICATION.

                           *        All non-pay customers are identified by
                                    applications processing;

                                      AA-25

<PAGE>

                           *        Client review on line output and make
                                    decisions for future actions based upon
                                    practices and processes previously defined;

                           *        Manual intervention by Client to intervene
                                    in automated production of notices and
                                    credit classifications; and

                           *        Disconnected services.

                  -        BAD DEBT IDENTIFICATION/NOTIFICATION.

                           *        Client notified of non-collectible account;

                           *        Non collectibles written off by Client
                                    personnel;

                           *        Customer data update;

                           *        Collection agency tracking and notification;

                           *        Collection agency payment agreements;

                           *        Collection agency payments processed; and

                           *        Bankruptcy identification and reports
                                    requested by and sent to proper legal
                                    authorities.

                  -        SERVICE ORDER PROCESSING/VALIDATION.

                           *        Processed and validated nightly for billing
                                    applications and database update; and

                           *        Client correct rejections and resubmit for
                                    processing.

                  -        BILL PROCESSING BALANCING.

                           *        Balancing all input and output for
                                    verification and validation;

                           *        Out of balance conditions reported to
                                    systems; and

                           *        Out of balances explained and corrected.

                  -        ACCOUNTING REPORTING.

                           *        Accounting information provided by
                                    applications;

                           *        Accounting extracts accounting data from
                                    customer database and processing
                                    information; and

                           *        Information transmitted or stored on media
                                    for analysis.

                  -        MANAGEMENT REPORTING.

                                      AA-26

<PAGE>

                           *        Information extracted and combined for
                                    executive management reporting; and

                           *        Information stored on media for analysis.

                  -        IXC PURCHASE OF ACCOUNTS RECEIVABLE (PAR) REPORTING.

                           *        Information identified and extracted;

                           *        On-line additions and corrections;

                           *        Information combined in IXC specified
                                    format; and

                           *        Formatted information transmitted to IXC.

         7.1.1.2  THE FOLLOWING ALLTEL SOFTWARE AS PROVIDED IN EXHIBIT H.

                  -        CAMS/MPS software.

7.1.2    EXCLUDED.

         -        IXC interfaces:

                  *        SPRINT/MCI Invoice Billing; and

                  *        While the CAMS application supports remittance
                           processing functionality, the staffing and
                           performance of remittance processing functions is
                           outside the scope of this Agreement.

7.1.3    CLIENT RESOURCES AND RESPONSIBILITIES.

         -        Make appropriate arrangements with a third-party for lockbox
                  processing;

         -        Business processes and methodologies supporting End User
                  Billing functionality as provided for in ALLTEL Software;

         -        Process payments, adjustments, account changes, etc. related
                  to correspondence received from customers; and

         -        Contract with a third party vendor (such as Centillion) for
                  preparation and delivery of electronic bill media.

                  -        DATA ENTRY.

                           *        Account payments/adjustments;

                           *        Data verification;

                           *        Service orders (Call Center);

                           *        Customer contact (Call Center);

                           *        Maintain user definable tables;

                           *        Requests for customer information (Call
                                    Center);

                                      AA-27

<PAGE>

                           *        Rate case development and implementation;

                           *        Accounting reconciliation and balancing; and

                           *        Central toll investigation.

                  -        BILLING/TREATMENT PRODUCTION.

                           *        Personnel available on variable schedule to
                                    perform bill cycle/treatment verification
                                    process; verification process consists of
                                    sampling of Report Viewing System (RVS)
                                    prebill, checking amounts and volumes
                                    against typical amounts and volumes for
                                    cycle, and sampling a portion of bills for
                                    accuracy;

                           *        After verification notify appropriate
                                    command center staff to proceed with
                                    bill/treatment printing and distribution;
                                    and

                           *        Work with production support and data center
                                    services to develop and maintain effective
                                    billing and treatment production schedules.

                  -        SWITCH MANAGEMENT.

                           *        AMA records recording (Switch data backup
                                    for seven (7) Days);

                           *        AMA records design;

                           *        Switch configurations;

                           *        Switch software updates;

                           *        AMA analysis and testing;

                           *        Installation & maintenance of switch
                                    hardware and software for polling;

                           *        General ledger/accounts receivable (GL/AR)
                                    balancing and reconciliation;

                           *        Settlements;

                           *        Management reporting;

                           *        Identify and maintain tables related to
                                    access to specified information for all
                                    staff levels; and

                           *        IXC interface.

                  -        CONTRACT NEGOTIATIONS/MAINTENANCE.

                           *        Set up and maintain contracts related to
                                    billing and collections and Purchase of
                                    Accounts Receivables (PARs);

                           *        Work with applications development and
                                    support to ensure compliance to related
                                    contractual agreements regarding service
                                    levels and deliverables;

                                      AA-28

<PAGE>

                           *        Communicate with vendors to clarify all
                                    change requirements; communicate with
                                    development and support staff on a regular
                                    basis; and

                           *        Manage all requested changes from vendors
                                    (PON).

                  -        EXTERNAL VENDOR CONTRACT NEGOTIATIONS/MAINTENANCE.

                           *        Negotiate and maintain all business
                                    contracts related to outside vendors for
                                    business services;

                           *        Communicate with vendors for data processing
                                    requirements;

                           *        The following list identifies possible areas
                                    of external vendor interface:

                                    -        MSAG/PSAP providers;

                                    -        LIDB providers;

                                    -        AOS (Alternate Operator Services)
                                             providers;

                                    -        NECA;

                                    -        Calling card production;

                                    -        Collection agencies;

                                    -        Payment agency;

                                    -        Financial clearing houses;

                                    -        External telcos; and

                           *        Communicate information pertinent to message
                                    processing and billing issue from industry
                                    organizations.

                  -        CTI (CENTRAL TOLL INVESTIGATION) SUPPORT.

                           *        Client receives requests from customer
                                    questioning toll billing;

                           *        Client accesses bill processing system and
                                    adjusts toll billing;

                           *        Records noted for processing by Client;

                           *        Information available on-line to Client;

                           *        Client validates adjustments and
                                    investigates request for credit;

                           *        Client affirms credit and remarks are noted;

                           *        Toll rebilled by bill processing;

                           *        Pre-billing usage records found to be in
                                    error are provided in an error and exception
                                    sub-system for correction and reprocessing;
                                    and

                           *        Pre-billing usage volumes are monitored and
                                    high-toll reports provided for fraud
                                    detection.

                                      AA-29

<PAGE>

                  7.1.4    ALLTEL RESPONSIBILITIES.

                           -        AMA messages transmission and tape control;

                           -        Billing processing;

                           -        Production of bills & treatment notices;

                           -        Internal records/transactions processing
                                    validation and balancing;

                           -        Allow for the capability to associate
                                    multiple end user accounts under a master
                                    account number;

                           -        Allow for multiple PINs to be assigned to a
                                    single number;

                           -        Expand PIC information from three (3) to
                                    four (4) characters;

                           -        Allow for annual directory billing in
                                    addition to a monthly cycle;

                           -        Allow for payment by lockbox or bank draft;

                           -        Allow for the blocking of collect, third
                                    number calling, long distance, specific area
                                    code blocking, and international calls;

                           -        Provide a hold bill indicator;

                           -        Allow for "fast final" bill upon termination
                                    of service;

                           -        Provide electronic output for use by the
                                    Client or Client's third party vendors to
                                    generate end-user electronic billing
                                    information, ALLTEL is not responsible for
                                    delivery of electronic bill media directly
                                    to Client's customers; and

                           -        Maintain the interface between the ALLTEL
                                    Software and any third party providing
                                    preparation and delivery of electronic bill
                                    media.

8.       CLIENT SERVICES.

                             [CLIENT SERVICES CHART]

         8.1      INCLUDED.

                  8.1.1    BUSINESS FUNCTIONS.

                           -        SER/RIS management;

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                           -        Change Management Process;

                           -        Incident Management in accordance with
                                    Exhibit F; and

                           -        Client support as described in Section 9.3.

         8.2      CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Initial point of contact for all Client PC/LAN;

                  -        Initial determination of responsibility for each call
                           and will refer calls to ALLTEL for which ALLTEL is
                           responsible;

                  -        Definition of SER (Software Enhancement Request);

                  -        SER completion approval;

                  -        Prioritization enhancements to be completed through
                           joint change control processes;

                  -        Incident management;

                  -        Report incidents and establish impact to
                           organization;

                  -        Incident closure/completion approval;

                  -        Product plan management;

                  -        Prioritize product plan changes through change
                           control process;

                  -        Provide industry and Client corporate perspective;

                  -        Identify functional strengths/weaknesses of the
                           product;

                  -        Participate in setting product direction; and

                  -        Communicate with ALLTEL on product direction.


         8.3      ALLTEL RESPONSIBILITIES.

                  -        Provide the Client help desk with a central contact
                           number for IT related inquiries;

                  -        Validation of SER/RIS information and requirements;

                  -        Initial assignment of request to Variable Staff
                           (Exhibit J) through SER/RIS Management Process;

                  -        Communicate status of SER;

                  -        Provide completion notification;

                  -        Incident Management as provided in Exhibit F:

                           *        Record incidents and impact to organization;

                           *        Validate incident information and impact
                                    assessment;

                           *        Incident resolution or assignment;

                           *        Communicate status of incidents (both
                                    internally and to client);

                           *        Manage escalation process; and

                           *        Provide completion notification.

                  -        Change Management Process Control;

                  -        Product plan management;

                  -        Provide technology/industry perspective;

                  -        Participate in defining technical requirements of
                           product;

                  -        Consult on product direction/objectives;

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                  -        Client support (i.e. reset passwords, direct problems
                           to proper areas for research);

                  -        Provide application expertise; and

                  -        Attend client operational meetings (when applicable).

         8.4      JOINT RESPONSIBILITIES.

                  -        Change Management Process.

9.       TOLL POLLING.

                              [TOLL POLLING CHART]

         9.1      INCLUDED.

                  9.1.1    SYSTEM FUNCTIONALITY.

                           -        Toll polling; and

                           -        Supports host telco and non-host processing.

                  9.1.2    THE FOLLOWING ALLTEL-PROVIDED THIRD PARTY SOFTWARE AS
                           SET FORTH IN EXHIBIT I.

                           -        Billdats Software.

         9.2      EXCLUDED.

                  -        Central office based hardware/software.

         9.3      CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Maintain the interface between central office and
                           polling platform;

                  -        Backup raw toll data at the central office for at
                           least seven (7) Days;

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                  -        Error correction;

                  -        Business processes and methodologies supporting Toll
                           Polling functionality as provided in the ALLTEL
                           Software;

                  -        All switch (central office) functions;

                  -        Maintain proper toll format to be polled; and

                  -        Notify ALLTEL of upgrades forty-five (45) Days prior
                           to required date.

         9.4      ALLTEL RESPONSIBILITIES.

                  -        Maintain toll polling schedules;

                  -        Monitor and adjust toll polling sessions;

                  -        Interface with Client to resolve toll polling
                           equipment failures and media at the central office;

                  -        Maintain proper toll polling records; and

                  -        Backup raw toll received through polling at data
                           center for seven (7) days.

10.      WORK FORCE MANAGEMENT.

                          [WORK FORCE MANAGEMENT CHART]

         10.1     INCLUDED.

                  10.1.1   SYSTEM FUNCTIONALITY.

                           -        Automated dispatch for:

                           -        Service orders;

                           -        Trouble tickets;

                           -        Work requests; and

                           -        Time capture and approval.

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                  10.2     EXCLUDED.

                           -        Customization of the payroll interface
                                    output file; and

                           -        Materials management.

                  10.3     CLIENT RESOURCES AND RESPONSIBILITIES.

                           -        Submission of processes to create
                                    transaction files for time reporting
                                    interface;

                           -        Business processes and methodologies
                                    supporting Work Force Management
                                    functionality as provided in the ALLTEL
                                    Software;

                           -        Creation of training data and delivery of
                                    end user training;

                           -        Day to Day planning and dispatch functions;
                                    and

                           -        Business processes and methodologies
                                    surrounding work scheduling.

                  10.4     ALLTEL RESPONSIBILITIES.

                  -        Provide operating support systems to dispatch service
                           orders and trouble tickets; to effect technician task
                           download, time entry and approval, work request
                           maintenance; and to provide management reporting; and

                  -        Link WFM with TARP, CCS, CTS, and HHTs.

11.      CONSOLIDATED TESTING SOLUTIONS.

                        [CONSOLIDATED TESTING SOLUTIONS]

         11.1     INCLUDED.

                  11.1.1   SYSTEM FUNCTIONALITY.

                  -        Initiate line tests for identifying the problem;

                  -        Maintain database of test devices, wire center/COE,
                           and connectivity points;

                  -        Interface with WFM for receiving automated test
                           requests;

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                  -        Test initiation; and

                  -        Provide test results for dispatch decisions.

         11.2     CLIENT RESOURCES AND RESPONSIBILITIES.

                  -        Initiate line test requests using the CTS GUI
                           interface;

                  -        Review the test results and take appropriate action;

                  -        Database updates;

                  -        Business processes and methodologies supporting
                           Consolidated Testing functionality as provided in
                           ALLTEL Software;

                  -        Monitor the CTS database and the test devices in the
                           field;

                  -        Inform ALLTEL of any changes to the test devices in
                           the field so that the same can be applied to the CTS
                           Database;

                  -        Provide the necessary resources both in terms of test
                           devices and people to test the changes;

                  -        Sign off on the acceptance of changes;

                  -        Circuitry from test devices to wire center; and

                  -        Manual line testing (i.e. those that do not
                           successfully test through CTS).

         11.3     ALLTEL RESPONSIBILITIES.

                  -        Apply database updates based on datafile from Client;

                  -        Apply changes as specified by Client;

                  -        Conduct the testing for the changes; and

                  -        Implement the changes in production.

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