<PAGE>

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

[***]



for Qwest Communications, Inc.

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

Version 1.2 November 12, 1999
99-P-205



             Owner:     [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.

<PAGE>

[GRAPHIC OMITTED]



[***] is responsible for the development of this document.

Contact:

[***]

Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170

Revision history
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Version              Date                  Comments required                Approvals required
-------------------- --------------------- -------------------------------- --------------------------------
<S>                   <C>                      <C>                           <C>
1.0                  9/14/99               [***]                            [***]
-------------------- --------------------- -------------------------------- --------------------------------
1.1                  10/7/99               [***]                            [***]
-------------------- --------------------- -------------------------------- --------------------------------
1.2                  11/12/99              [***]                            [***]
------------------------------------------------------------------------------------------------------------
</TABLE>


[***]


Version 1.2 November 12, 1999



Copyright(C)1999, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.

No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Qwest Communications, Inc. without authorization in writing by
Predictive Systems, Inc.

C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL



[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              ii

<PAGE>
[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
                                Table of Contents
--------------------------------------------------------------------------------

Executive Summary                                                              1
 New Functionality (Phase V)                                                   3
 Non-disclosure                                                                6
 Deadline for Response                                                         6
 Responses                                                                     7

Proposed Statement of Work                                                     8
 [***]                                                                         8
 [***]                                                                         8
  Description of Project Tasking                                               8
 Project Scope                                                                11
  In-Scope Work                                                               11
  Out-of-Scope Work                                                           11
 [***]                                                                        12
  [***]                                                                       12
  [***]                                                                       13
  [***]                                                                       13
  System Platform                                                             14
  [***]                                                                       17
  [***]                                                                       18
  [***]                                                                       20
  [***]                                                                       21
  [***]                                                                       22
 Assumptions                                                                  22
 Deliverables                                                                 23
  Functional System                                                           23
  System Documentation                                                        23
  Administration Tasks                                                        23
 Program Management Summary                                                   24
  Project Manager                                                             24
  Project Plan                                                                24
  Status Reports                                                              25
  Status Meetings                                                             25
  Project Duration and Staffing Levels                                        26
  Rate Table                                                                  27
  Project Costs and Billing                                                   27
  Application Software                                                        28

Contacts                                                                      29

Project Authorization                                                         30

             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL




[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                             iii

<PAGE>
[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
                                 List of Tables
--------------------------------------------------------------------------------
Table 1      [***]                                                             3
Table 2      Estimated Hours (Implementation)                                 26
Table 3      Estimated Hours                                                  27
Table 4      Hourly Billing Rates                                             27
Table 5      Estimated Cost (Implementation)                                  28


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL




[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              iv

<PAGE>
[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
                                 List of Figures
--------------------------------------------------------------------------------

Figure 1     Staged Delivery Model                                             9
Figure 2     [***]                                                            15
Figure 3     [***]                                                            25



             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL



[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                               v

<PAGE>
[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Executive Summary
--------------------------------------------------------------------------------
This revised Statement of Work (SOW) will serve as the final version based on
Qwest's feedback and reprioritization of all tasks contained in the previous
draft. It is understood that Qwest's fiscal year is the same as the calendar
year. Therefore, this SOW will support service delivery through December 31,
1999. As the New Year approaches, Qwest and Predictive Systems will evaluate any
new requirements and the 2000 budget to determine how we will move forward in
the next year.

This summary will first review accomplishments to date and then discuss next
steps for the continued evolution of the [***]. To date, Qwest and Predictive
Systems have [***]. The enhancements that are detailed in this SOW are [***].
The current foundation provides the catalyst from which the finished product
will be derived. [***]. This will be accomplished [***] through the automation
of the following: [***].

[***]:

o   [***]:

    o [***]

    o [***]

o   [***]:

    o [***]


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.




                                                                               1

<PAGE>
[GRAPHIC OMITTED]


    o [***]

o   [***]

    o [***]

    o [***]


    o [***]


o   [***]

    o [***]


[***]








[***]





             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                               2

<PAGE>
[GRAPHIC OMITTED]


[***]


[***]

[***]








             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                               3

<PAGE>
[GRAPHIC OMITTED]


[***]





















             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                               4

<PAGE>

[GRAPHIC OMITTED]


[***]













             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                               5

<PAGE>
[GRAPHIC OMITTED]


[***]













Non-disclosure
--------------------------------------------------------------------------------
All information contained in this proposal and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Qwest in confidence, with
the understanding that it will not be used, without written permission of
Predictive Systems, for other than evaluation purposes or be disclosed to any
third party. Duplication of this proposal and quotation is strictly forbidden,
and all copies shall be returned to Predictive Systems upon our request.

Deadline for Response
--------------------------------------------------------------------------------
This proposal is valid for 10 days from the date of issuance, unless extended in
writing by Predictive Systems.

             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.




                                                                               6

<PAGE>
[GRAPHIC OMITTED]


Responses
--------------------------------------------------------------------------------

Any responses or questions regarding this proposal should be directed to:

     [***]
     Business Development Manager
     Mid-Atlantic Region
     Predictive Systems, Inc.
     620 Herndon Parkway, Suite 360
     Herndon, Virginia 20170
     [***] (voice)
     [***] (fax)




             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                               7



<PAGE>
[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Proposed Statement of Work
--------------------------------------------------------------------------------

[***]
--------------------------------------------------------------------------------
This SOW details the activities of Predictive Systems' [***]. The team will be
responsible for implementing enhancements to the current system to support new
requirements that have emerged since the original [***] was developed. The [***]
functionality enhances the current system functionality in the areas depicted in
Table 1.

[***]
--------------------------------------------------------------------------------
The [***] system implementation will involve some up-front analysis and
requirements review work followed by the implementation of the identified
functionality. However, unlike a ground-up integration project, and because the
current production [***] serves as the basis for the development of this phase
of enhancements, the [***].

Under the plan recommended in this SOW, the [***] system enhancements will
be delivered in stages, with the most important functionality delivered first.
This staged implementation model was successful during the [***] deployment
cycle. Figure 1 provides a conceptual model for the staged delivery approach.

Description of Project Tasking
--------------------------------------------------------------------------------
Because the most important functionality is delivered first, the [***] users'
critical needs can be met sooner. Each staged delivery presents tangible
evidence of the project's progress and gives the end-user a chance to review the
interim products and provide feedback to the project team prior to the delivery
of the final system. This methodology allows a series of adjustments to be made
to the system in a controlled fashion, with user input, rather than waiting to
the end of the project to make a massive amount of change. In a series of staged
deliveries, the project progresses along a path that includes the steps
described in the rest of this section .

             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                               8


<PAGE>
[GRAPHIC OMITTED]



[GRAPHIC OMITTED]
Figure 1 Staged Delivery Model

Requirements Review and Workflow Definition

The requirements review and workflow definition stage of the [***] deployment
involves spending some time with the end-user community to develop a prioritized
list of functional requirements to be deployed in a staged fashion. The [***]
staff has been exposed to the [***]; therefore, a fast-track approach for
requirements review can be utilized by building upon the most desirable
functions from the system and developing new functionality where required.
Although much of the functionality that has been implemented during the [***]
effort was defined during the [***] design task, many of the requirements have
changed over time. However, rather than conducting a lengthy requirements review
and workflow definition process, this task will be conducted as an on-going
iterative process.


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                               9


<PAGE>
[GRAPHIC OMITTED]

Staged Deployment of System Functionality

During this stage, user-interface attributes, [***]. During this stage of the
project, the development of [***].

Note:

At the start of this task, Predictive Systems will develop a detailed project
plan that incorporates any [***].

System Deployment

Following the completion of each [***] development stage, which includes
testing and documentation tasks, end-user and system administrator hands-on
training will be conducted, and the functionality developed during that
particular stage will be rolled out into the production environment. [***].

In some instances, [***] prior to rolling new functions into production. These
activities will be coordinated with the [***].

             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.




                                                                              10


<PAGE>
[GRAPHIC OMITTED]



Project Scope
--------------------------------------------------------------------------------

In-Scope Work
--------------------------------------------------------------------------------
Predictive Systems will implement the [***] functionality as described
herein and will provide the necessary resources and support to accomplish the
following:

o [***]

o [***]


o [***]


o [***]


o [***]

o [***]


o [***]


o [***]


o [***]


Out-of-Scope Work
--------------------------------------------------------------------------------
The following items are considered out of scope for this SOW or will be
addressed during the [***] implementation:

o [***]

o [***]

o [***]

o [***]


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.




                                                                              11

<PAGE>
[GRAPHIC OMITTED]



[***]
--------------------------------------------------------------------------------
This SOW details the services Predictive Systems will provide to Qwest in
delivering the [***] functionality. A brief functional overview is included
below.

[***]
--------------------------------------------------------------------------------
As the [***] system is developed, implemented and deployed, the opportunity to
provide Qwest with [***]. This is primarily due to the nature of [***].
Predictive Systems' developers and engineers must spend the majority of their
time [***].


[***]


o [***]

o [***]


o [***]

o [***]

o [***]


o [***]


o [***]



             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.




                                                                              12


<PAGE>
[GRAPHIC OMITTED]


[***]

Business Process and Workflow Analysis
--------------------------------------------------------------------------------
Predictive Systems will continue to develop and document processes and
procedures to support [***]. Changes to existing requirements and workflows need
to be discovered and documented so they can be implemented in this phase of the
[***]. The focus of this work will be to satisfy as many requirements as
possible and to [***]. In addition, Predictive Systems' consultants will review
current procedures (documented or not) and create updated documentation that
reflects the current and planned state of the operational environment. [***].

Define Requirements for the [***]
--------------------------------------------------------------------------------
Prior to development commencing on new [***] functions, Predictive Systems'
consultants will collect and document requirements, review the requirements with
the end-users, and develop a design and project plan to be reviewed with Qwest
prior to getting approval to move forward with the development process. For the
most part, this project will be executed [***]. However, in some cases, the
requirements need to be defined prior to estimating resources and timelines.
These areas include:

o [***]

o [***]

o [***]

Part of the deliverables of the requirements definition phase is an estimate of
the resources, cost and schedule required to implement the desired
functionality.



             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.




                                                                              13


<PAGE>
[GRAPHIC OMITTED]




System Platform
--------------------------------------------------------------------------------
[***]




[***]



Planned Architecture

Figure 2 depicts the system architecture that is already being planned for
implementation as part of the [***]. This architecture will be tested and in
production during the [***]. The planned architecture is a refinement of the
original.



             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              14

<PAGE>
[GRAPHIC OMITTED]





[GRAPHIC OMITTED]
Figure 2 [***]



             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                              15




<PAGE>
[GRAPHIC OMITTED]


[***]

One of the first tasks to be initiated and completed during this project,
Predictive Systems will specify and build a separate [***] platform to be used
for staging and testing new system functionality prior to rollout to production.
This not only brings the development methodology into harmony with [***], but
enables a [***].

[***]

[***]

[***]

[***]

[***]

Develop a Software Configuration Management and Testing Methodology

Leveraging the [***] environment, Predictive Systems will define and implement a
methodology for controlling the production schedule for new system
functionality. This will provide a higher level of quality assurance during the
development-test cycle and allow a more formal mode of function rollout from
development to production. This methodology will support the system integration
lifecycle as follows:

[***]


[***]


[***]

[***]



             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                              16

<PAGE>
[GRAPHIC OMITTED]


Develop a System to Evaluate the [***]




[***]




[***]



[***]


[***]


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.





                                                                              17

<PAGE>
[GRAPHIC OMITTED]


[***]


[***]



[***]
--------------------------------------------------------------------------------
Support of the [***]

Predictive Systems will support the [***]. Once the requirements are clearly
defined, a change order will be drafted that will clearly spell out the level of
effort and resources required to perform the testing and deployment of [***].

[***]


[***]


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.





                                                                              18

<PAGE>
[GRAPHIC OMITTED}


[***]



[***]


[***]



[***]




[***]

             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.






                                                                              19


<PAGE>
[GRAPHIC OMITTED]


[***]


[***]


[***]



[***]


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.










                                                                              20

<PAGE>
[GRAPHIC OMITTED]


[***]












             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.




                                                                              21


<PAGE>
[GRAPHIC OMITTED]


[***]






Assumptions
--------------------------------------------------------------------------------
In determining the scope of work for this project, Predictive Systems has made
the following assumptions:

o The acquisition of all [***] will be the responsibility of Qwest.

o Qwest will ensure the [***].

o Qwest will provide or purchase the [***] specified under separate cover and
  make such [***] available within two weeks of the start date of this project.

o No schedules or milestones included in this proposal are considered to be
  fixed or binding, as it is impossible for Predictive Systems to understand all
  variables at this stage. More detailed timelines will be developed upon the
  commencement of the project.

o Qwest will provide Predictive Systems' consultants with access to Qwest
  network components and facilities in order to execute delivery of the tasks on
  this project. These facilities will also include a connection to the [***]. It
  is the intent of Predictive Systems to have [***] on site at Qwest within two
  weeks of the start of the project.


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.





                                                                              22

<PAGE>
[GRAPHIC OMITTED]


Deliverables
--------------------------------------------------------------------------------
The following are deliverables associated with the execution of the tasks on
this project.

Functional System
--------------------------------------------------------------------------------
Predictive Systems will deliver to Qwest a fully functional [***] system, as
specified in this SOW. The system will be integrated and tested according to the
project plan included in this document.

System Documentation
--------------------------------------------------------------------------------
In order to properly transition a system of this size and scope, it is critical
that all aspects of the system are properly documented. Two specific types of
system documentation will be provided:

o [***]

o [***]

Each of these documents will contain sections on each of the components of the
architecture.

Administration Tasks
--------------------------------------------------------------------------------
Predictive Systems will perform general system administration tasks that are
specifically related to the [***].

These tasks include but are not limited to:

o [***]

o [***]


o Knowledge transfer.


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.




                                                                              23

<PAGE>
[GRAPHIC OMITTED]



Program Management Summary
--------------------------------------------------------------------------------


Project Manager
--------------------------------------------------------------------------------
Predictive Systems will utilize a Project Manager to plan, coordinate and
execute all [***] activities. This Project Manager will oversee all phases of
the Qwest project including but not limited to the management of all Predictive
Systems resources, all sub-contractor tasks and the overall coordination of the
delivery of services.

Project Plan
--------------------------------------------------------------------------------
The installation, configuration and deployment of each of the system components
become a task within the implementation project. The summary project plan, which
includes the major tasks and duration times, is illustrated in Figure 3 on the
following page. Please note that the project plan includes a one-month "beta
test" period as well as an optional one-month period of on-site support.


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.









                                                                              24


<PAGE>
[GRAPHIC OMITTED]




[GRAPHIC OMITTED]
Figure 3 [***]

Status Reports
--------------------------------------------------------------------------------
The Predictive Systems Program Manager will provide a weekly status report in
electronic format to the Qwest Program Manager. The report form will be brief,
listing any items that were completed that week and the open items for the next
week. The purpose of the reports is to provide weekly information on the status
of the project and any outstanding issues from the week.

Status Meetings
--------------------------------------------------------------------------------
There will be weekly status meetings with Qwest on the overall project. The
meeting should be held at the same time and day every week (the time and day
need to be determined). The meeting will be to review any work that was
performed by the Predictive Systems team and review the open items list of work
that is scheduled for the next week. Also, this meeting will provide a platform
for reviewing any new issues or additional project requirements.


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]






--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                              25

<PAGE>
[GRAPHIC OMITTED]



Project Duration and Staffing Levels
--------------------------------------------------------------------------------
Table 2 depicts Predictive Systems' best estimate for the hours associated with
the execution of the [***] of this project.


[***]








             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.





                                                                              26


<PAGE>
[GRAPHIC OMITTED]



[***]





Rate Table
--------------------------------------------------------------------------------
The [***] Implementation Phase of this project is being proposed on a Time and
Materials basis, excluding travel and living expenses. Table 4 depicts the
hourly billing rates for the staff proposed for this project.


[***]



Project Costs and Billing
--------------------------------------------------------------------------------
Table 5 depicts Predictive Systems' best estimate for total cost associated with
the execution of the tasks for the [***] of this project.

             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.







                                                                              27


<PAGE>
[GRAPHIC OMITTED]



[***]





1. Travel and living expenses are not included in these rates. The client is
   responsible for any required travel and living expenses for work performed
   outside of the Washington, DC Metropolitan area.

2. Predictive Systems will submit monthly invoices. Payment is required within
   30 days of invoice receipt.

3. Qwest will be responsible for expenses incurred for the purchase, rent or
   lease of hardware and software required by the scope of this project.

Application Software
--------------------------------------------------------------------------------
The software required for the [***], and its role within the architecture, is
described in detail within the body of this SOW. A summary of the costs
associated with these components will be provided separately. Most of these
costs are associated with additions and enhancements to the [***]. Wherever
possible, Predictive Systems will leverage the existing vendor software licenses
for development and test purposes within the development platform.


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                              28

<PAGE>
[GRAPHIC OMITTED]



--------------------------------------------------------------------------------
Contacts
--------------------------------------------------------------------------------
Direct all business and management communications regarding this project to
[***] of Predictive Systems. The business/management contact can be reached at
[***].

Direct all technical communications regarding this project to [***] of
Predictive Systems. The technical contact can be reached at [***].

Qwest will appoint a management and technical contact who will be responsible
for serving as a liaison for any issues that may arise during the course of this
project.


             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                              29

<PAGE>
[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Project Authorization
--------------------------------------------------------------------------------

The offer for services described in this SOW is valid for ten (10) days unless
extended in writing by Predictive Systems. Any responses or questions regarding
this statement should be directed to:

                  [***], Business Development Manager
                  Mid-Atlantic Region
                  Predictive Systems, Inc.
                  620 Herndon Parkway, Suite 360
                  Herndon, Virginia 20170
                  [***]

This SOW has been assigned the project identifier: [***]. Please use this
project identifier in all written communication pertaining to this statement.

Please sign below as acknowledgement that Qwest has read and understands the
scope of this project. Upon receipt of this signed document, Predictive Systems
will begin providing services as they pertain to the SOW.

Please fax the executed SOW to [***] at Predictive Systems on [***].

Predictive Systems approval:


--------------------------------------------------------------------------------
Signed                              Name



--------------------------------------------------------------------------------
Title                               Date



Qwest Communications, Inc. approval:


--------------------------------------------------------------------------------
Signed                              Name



--------------------------------------------------------------------------------
Title                               Date



             Owner: [***]/Subject to non-disclosure agreement
                        [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL
[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                              30



<PAGE>

                                                               [GRAPHIC OMITTED]

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

[***]

for Qwest Communications, Inc.

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

Version 1.0 January 3, 2000
00-QWT-002





















         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L



















--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



<PAGE>
[GRAPHIC OMITTED]

[***] is responsible for the development of this document.

Contact:

[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170


[***]

Version 1.0 January 3, 2000





Copyright (C) 2000, Predictive Systems, Inc. Predictive Systems, BusinessFirst
and the Predictive Systems logo are trademarks of Predictive Systems, Inc. All
other brands or product names are trademarks or registered trademarks of their
respective companies.

No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Qwest Communications, Inc. without authorization in writing by
Predictive Systems, Inc.

C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                                     [***]


        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L



[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.







                                                                  Page 2 of 24

<PAGE>
[GRAPHIC OMITTED]

-------------------------------------------------------------------------------
                                Table of Contents
-------------------------------------------------------------------------------

Introduction                                                               6
  Non-disclosure                                                           6
  Deadline for Response                                                    6

Executive Summary                                                          7
  [***]                                                                    8

Proposed Statement of Work (SOW)                                          12
  Overview                                                                12
  Enhancements                                                            12
    [***]                                                                 12
    [***]                                                                 14
    [***]                                                                 15
    [***]                                                                 16
    [***]                                                                 17
    [***]                                                                 18
    [***]                                                                 19
  Deliverables                                                            19
  Program Management Summary                                              20
    Status Meetings                                                       20
    Project Schedule                                                      20
    Cost Summary                                                          22
    Project Costs and Billing Assumptions                                 22
  Assumptions                                                             23

Contacts                                                                  23

Project Authorization                                                     24






         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]





--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                  Page 3 of 24


<PAGE>
[GRAPHIC OMITTED]

-------------------------------------------------------------------------------
                                 List of Tables
-------------------------------------------------------------------------------

Table 1      Projected Hours                                              21
Table 2      Rate Structure                                               22


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                  Page 4 of 24


<PAGE>
[GRAPHIC OMITTED]

-------------------------------------------------------------------------------
                                 List of Figures
-------------------------------------------------------------------------------

Figure 1     Projected Project Plan                                       21


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.












                                                                  Page 5 of 24


<PAGE>
[GRAPHIC OMITTED]

-------------------------------------------------------------------------------
Introduction
-------------------------------------------------------------------------------

          Predictive Systems(TM) is pleased to present this Statement of Work
          (SOW) to Qwest Communications, Inc. (Qwest) for the [***].
          The work described in this SOW will result in [***]. We
          look forward to continuing to work with Qwest as a strategic partner.
          [***]

Non-disclosure
-------------------------------------------------------------------------------

          All information contained in this SOW and quotation is confidential
          and proprietary to Predictive Systems, constituting its trade secrets
          and privileged, confidential property. It is furnished to Qwest in
          confidence, with the understanding that it will not, without written
          permission of Predictive Systems, be used for other than evaluation
          purposes or be disclosed to any third party. Duplication of this SOW
          and quotation is strictly forbidden, and all copies shall be returned
          to Predictive Systems upon our request.

Deadline for Response
-------------------------------------------------------------------------------

          This proposal is valid for 30 days from the date of issuance, unless
          extended in writing by Predictive Systems.






         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                  Page 6 of 24

<PAGE>
[GRAPHIC OMITTED]

-------------------------------------------------------------------------------
Executive Summary
-------------------------------------------------------------------------------

          Qwest Communications has made [***]

[***]


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.





                                                                  Page 7 of 24


<PAGE>
[GRAPHIC OMITTED]

[***]
-------------------------------------------------------------------------------

          [***]


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                  Page 8 of 24



<PAGE>
[GRAPHIC OMITTED]

          [***]


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L


[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.










                                                                  Page 9 of 24


<PAGE>
[GRAPHIC OMITTED]

               [***]



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.







                                                                  Page 10 of 24


<PAGE>
[GRAPHIC OMITTED]

[***]





         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.









                                                                  Page 11 of 24

<PAGE>
[GRAPHIC OMITTED]

-------------------------------------------------------------------------------
Proposed Statement of Work (SOW)
-------------------------------------------------------------------------------

Overview
-------------------------------------------------------------------------------

          Predictive Systems has been requested to provide further support to
          [***] Predictive Systems has worked with Qwest to build the
          [***]



Enhancements
-------------------------------------------------------------------------------

          This section identifies and discusses the new capabilities that will
          result from the tasks Predictive Systems will execute under this SOW.

[***]
-------------------------------------------------------------------------------

          [***]


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.







                                                                  Page 12 of 24


<PAGE>

[GRAPHIC OMITTED]

[***]





         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.






                                                                  Page 13 of 24

<PAGE>
[GRAPHIC OMITTED]


               [***]


Process Improvement
--------------------------------------------------------------------------------

          [***]







         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.







                                                                  Page 14 of 24

<PAGE>
[GRAPHIC OMITTED]


               [***]



[***]
--------------------------------------------------------------------------------

          Predictive Systems has worked with Qwest to develop [***].
          Predictive Systems will leverage the work already done and add to this
          foundation. This will result in a more efficient and robust [***].

          The following are specific examples of new functionality that will be
          incorporated into [***], resulting in the [***]:




         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.










                                                                  Page 15 of 24

<PAGE>
[GRAPHIC OMITTED]

          [***]

[***]
--------------------------------------------------------------------------------

          [***]




         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.







                                                                  Page 16 of 24

<PAGE>
[GRAPHIC OMITTED]

               [***]


[***]
--------------------------------------------------------------------------------

          [***]




         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.











                                                                  Page 17 of 24

<PAGE>
[GRAPHIC OMITTED]

               [***]

[***]
--------------------------------------------------------------------------------

          [***]


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.









                                                                  Page 18 of 24

<PAGE>
[GRAPHIC OMITTED]

          [***]

Knowledge Transfer
--------------------------------------------------------------------------------

          Predictive Systems and Qwest are developing a [***]
          Predictive Systems will provide a [***]

          []   Training - Upon completion of the [***] Predictive Systems
               personnel will work with Qwest personnel to train them on the
               implementation specifics of the [***]

Deliverables
--------------------------------------------------------------------------------

          The following are deliverables associated with the execution of the
          tasks on this project:

          [***]





         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.









                                                                  Page 19 of 24

<PAGE>
[GRAPHIC OMITTED]



                    [***]




Program Management Summary
--------------------------------------------------------------------------------


Status Meetings
--------------------------------------------------------------------------------

          There will be weekly status meetings with Qwest on the overall
          project. The meeting should be held at the same time of day every week
          (the time and day have yet to be determined). The meeting will focus
          on reviewing any work that was performed by the Qwest/Predictive
          Systems team and reviewing any open items that are scheduled for the
          next week's period. This meeting will also provide a platform for
          reviewing any new issues or additional project requirements.

Project Schedule
--------------------------------------------------------------------------------

          Assuming that independent tasks are performed at the same time, this
          project will take approximately [***] to complete. This
          schedule is dependent upon the availability of information and access
          to Qwest staff as required.

          Project dates are subject to change based on project implementation
          details and will be provided to the Qwest Program Manager, as
          modifications are required. Weekly written status reports will be
          provided to Qwest indicating progress made since the last reporting
          period, progress to date, issues and concerns, and action items (new
          or outstanding).

         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.








                                                                  Page 20 of 24

<PAGE>
[GRAPHIC OMITTED]

          Table 1 shows the projected staff hours associated with the execution
          of this project.

          [***]

          Note: A detailed matrix, which provides the Predictive Systems'
          organizational structure and skill set, is located in the staffing
          section of this document.


          Figure 1 is a summary project plan of the tasks necessary to complete
          this project:

          Figure 1 Projected Project Plan


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.







                                                                  Page 21 of 24

<PAGE>
[GRAPHIC OMITTED]


Cost Summary
--------------------------------------------------------------------------------

          This project is being proposed on a Time and Materials basis,
          excluding travel and living expenses. Table 2 represents Predictive
          Systems' rate structure for staff responsible for the execution of the
          tasks on this project.

          [***]




Project Costs and Billing Assumptions
--------------------------------------------------------------------------------

          Predictive Systems will submit an invoice for consulting services upon
          delivery of the technology transfer. Payment is required within 30
          days of invoice receipt.

          Travel and living expenses are not included in these costs. Qwest will
          be responsible for any project-related travel and living expenses
          incurred as directed by Qwest.



         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]



--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.











                                                                  Page 22 of 24

<PAGE>
[GRAPHIC OMITTED]

Assumptions
--------------------------------------------------------------------------------

          In determining the scope of work for this project, Predictive Systems
          made the following assumptions:

          []   Timely access to Qwest personnel and technical information will
               be provided in order to meet project milestones and to stay
               within the bounds of the costs estimates.

          []   Qwest will provide timely review of Predictive Systems
               deliverables. Feedback will be in written format.

          []   Qwest will designate a staff member to be dedicated to the
               Predictive Systems team for training. Predictive Systems will be
               granted reasonable access to this person during regular business
               hours.

          []   Qwest will designate a formal point of contact (POC) for the
               duration of the project. This POC will have signature authority
               for deliverable acceptance.

          []   Qwest will provide Predictive Systems with access to a
               development environment.

          []   Any additional software required is Qwest's responsibility.

--------------------------------------------------------------------------------
Contacts
--------------------------------------------------------------------------------

          Direct all communications regarding this project to [***] of
          Predictive Systems. The business/management contact can be reached at
          [***]

          The Qwest Project Manager is [***] and he is responsible for all
          management and technical contact. He is also responsible for serving
          as a liaison for any issues that may arise during the course of this
          project. [***] can be reached at [***]


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]




--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.









                                                                  Page 23 of 24

<PAGE>
[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
Project Authorization
--------------------------------------------------------------------------------

          The offer for services described in this SOW is valid for thirty (30)
          days unless extended in writing by Predictive Systems. Any responses
          or questions regarding this statement should be directed to:

                  [***], Business Development Manager
                  Mid-Atlantic Region
                  Predictive Systems, Inc.
                  620 Herndon Parkway, Suite 360
                  Herndon, Virginia 20170
                  [***]

          This SOW has been assigned the project identifier: [***] Please
          use this project identifier in all written communication pertaining to
          this statement.

          Please sign below as acknowledgement that Qwest has read and
          understands the scope of this project. Upon receipt of this signed
          document, Predictive Systems will begin providing services as they
          pertain to the SOW.

          Please fax the executed SOW to [***] at Predictive Systems on
          [***]

Predictive Systems approval:

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

Signed                              Name



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

Title                               Date



Qwest Communications, Inc. approval:

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

Signed                              Name



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

Title                               Date

         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                Owner: [***]/Subject to non-disclosure agreement/
                            Secure disposal required
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]





--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.











                                                                  Page 24 of 24




<PAGE>

[GRAPHIC OMITTED]

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

[***]


For Qwest Communications, Inc

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

Version 1.0  January 13, 2000
00-QWT-004


         Copyright 2000, Predictive Systems, Inc. All rights reserved.
                [***]
                        PREDICTIVE SYSTEMS CONFIDENTIAL





--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.

<PAGE>
[GRAPHIC OMITTED]




[***] is responsible for the development of this document.

Contact:

[***]
Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170

Revision history

--------------------------------------------------------------------------------
Version      Date         Comments required      Approvals required
--------------------------------------------------------------------------------
1.0          1/12/00      [***]                  [***]
--------------------------------------------------------------------------------

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


[***]

Version 1.0  January 13, 2000



Copyright (C) 2000, Predictive Systems, Inc. Predictive Systems, BusinessFirst
and the Predictive Systems logo are trademarks of Predictive Systems, Inc. All
other brands or product names are trademarks or registered trademarks of their
respective companies.

No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Qwest Communications, Inc. without authorization in writing by
Predictive Systems, Inc.

C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                    Page 2 of 25

<PAGE>


[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
                                Table of Contents
--------------------------------------------------------------------------------

Introduction                                                                   5
   Overview                                                                    5
   Executive Summary                                                           6
   Non-disclosure                                                              7
   Deadline for Response                                                       7
Project Overview                                                               8
     [***]                                                                     8
     [***]                                                                    11
     [***]                                                                    11
     [***]                                                                    13
     [***]                                                                    15
     [***]                                                                    17
     [***]                                                                    18
   Deliverables                                                               19
   Program Management Summary                                                 20
     Status Meetings                                                          20
     Project Schedule                                                         20
     Cost Summary                                                             21
     Project Costs and Billing Assumptions                                    21
   Assumptions                                                                22
   Out of Scope                                                               23
   Contacts                                                                   24
Project Authorization                                                         25



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                    Page 3 of 25

<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
                                 List of Tables
--------------------------------------------------------------------------------

Table 1   Projected Hours                                                     21
Table 2   Rate Structure                                                      21
Table 3   Estimated Cost (Implementation)                                     22



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                    Page 4 of 25

<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
Introduction
--------------------------------------------------------------------------------

Overview
--------------------------------------------------------------------------------

Qwest Communications, Inc. is a $3+ billion telecommunications company providing
voice, data, and IP services to residential consumers, business customers, and
other telecommunications carriers throughout the United States and to more than
220 international locations.




[***]






          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                    Page 5 of 25

<PAGE>

[GRAPHIC OMITTED]

Executive Summary
--------------------------------------------------------------------------------





[***]



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.



                                                                    Page 6 of 25

<PAGE>


[GRAPHIC OMITTED]

Non-disclosure
--------------------------------------------------------------------------------

All information contained in this SOW and quotation is confidential and
proprietary to Predictive Systems, constituting its trade secrets and
privileged, confidential property. It is furnished to Qwest in confidence, with
the understanding that it will not, without written permission of Predictive
Systems, be used for other than evaluation purposes or be disclosed to any third
party. Duplication of this SOW and quotation is strictly forbidden, and all
copies shall be returned to Predictive Systems upon our request.

Deadline for Response
--------------------------------------------------------------------------------

This proposal is valid for 30 days from the date of issuance, unless extended in
writing by Predictive Systems.



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                    Page 7 of 25

<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
Project Overview
--------------------------------------------------------------------------------



[***]






[***]




          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                    Page 8 of 25

<PAGE>

[GRAPHIC OMITTED]






[***]




          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                    Page 9 of 25

<PAGE>

[GRAPHIC OMITTED]




[***]




          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 10 of 25

<PAGE>

[GRAPHIC OMITTED]





[***]







          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 11 of 25

<PAGE>

[GRAPHIC OMITTED]












[***]







          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 12 of 25

<PAGE>

[GRAPHIC OMITTED]




[***]







[***]






          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 13 of 25

<PAGE>

[GRAPHIC OMITTED]




[***]





          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 14 of 25

<PAGE>
[GRAPHIC OMITTED]




[***]





[***]




          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 15 of 25

<PAGE>

[GRAPHIC OMITTED]




[***]





          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 16 of 25

<PAGE>
[GRAPHIC OMITTED]


[***]



NOTE: All of the hardware and software required to support the above changes
will be the responsibility of Qwest and should be provided in a timely fashion,
as defined by the Project Plan.

The completion of the work outlined above on the systems of the [***]. This will
provide [***]. Additionally, the system will have capabilities of [***].

Training
--------------------------------------------------------------------------------


Predictive Systems and Qwest are developing a [***]. Predictive Systems will
provide designated members of Qwest's team with [***]. This will allow those
staff members to effectively support the system. The following detail the items
associated with this deliverable:

o Staffing Recommendations - Predictive Systems will provide Qwest with
  recommendations for staffing in order to be able to support the [***]. This
  recommendation will include the number of [***].

o Training - Upon completion of the relevant vendor training classes, Predictive
  Systems personnel will work with Qwest personnel to train them on the
  implementation specifics of the NMS and any of the custom integration work
  that has been completed.



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 17 of 25

<PAGE>

[GRAPHIC OMITTED]

o Training the Trainer - For appropriate topics, Predictive Systems will train
  Qwest personnel using a "Train the Trainer" method. It will be the expectation
  that the designated Qwest Trainer be the one to train the bulk of the users on
  the topic. [***]

o Documentation - Predictive Systems will provide Qwest with documentation of
  the system as configured.

The completion of the training tasks outlined above is a critical step in
enabling Qwest to internally support the [***]. The completion of the tasks
outlined in this section will [***].




[***]




          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 18 of 25

<PAGE>

[GRAPHIC OMITTED]




[***]



Deliverables
--------------------------------------------------------------------------------

The deliverables associated with the execution of the tasks on this project are
the functionality described above and the documents listed below:

o Detail Project Plan - To be developed based on Qwest priorities in conjunction
  with Predictive Systems. The detailed project plan [***] will be due at the
  end of the first week of work on the SOW.

o Reports - There will be reports generated from the [***].

o Staffing Recommendation.

o User Training Guides.

o User Guides for [***].



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 19 of 25

<PAGE>

[GRAPHIC OMITTED]




[***]




Program Management Summary
--------------------------------------------------------------------------------



Status Meetings
--------------------------------------------------------------------------------

There will be weekly status meetings with Qwest on the overall project. The
meeting should be held at the same time of day every week (the time and day have
yet to be determined). The meeting will focus on reviewing any work that was
performed by the Qwest/Predictive Systems team and reviewing any open items that
are scheduled for the next week's period. This meeting will also provide a
platform for reviewing any new issues or additional project requirements.

Project Schedule
--------------------------------------------------------------------------------

Assuming that independent tasks are performed at the same time, this project
will take approximately [***] calendar months to complete. This schedule is
dependent upon the availability of information and access to Qwest staff as
required.

Project dates are subject to change based on project implementation details and
will be provided to the Qwest Program Manager, as modifications are required.
Weekly written status reports will be provided to Qwest indicating progress made
since the last reporting period, progress to date, issues and concerns, and
action items (new or outstanding).

A detailed project plan will be delivered at the conclusion of the first week of
work on this SOW based on priorities as defined by Qwest and Predictive Systems.

Table 1 shows the projected staff hours associated with the execution of this
project.



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 20 of 25

<PAGE>

[GRAPHIC OMITTED]




[***]




Cost Summary
--------------------------------------------------------------------------------

This project is being proposed on a Time and Materials basis, for a total of
[***], excluding travel and living expenses. Table 2 represents Predictive
Systems' rate structure for staff responsible for the execution of the tasks on
this project.

[***]


Project Costs and Billing Assumptions
--------------------------------------------------------------------------------

Table 3 below represents Predictive Systems' best estimate as to the total cost
associated with this project.



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 21 of 25

<PAGE>
[GRAPHIC OMITTED]


[***]


1. Predictive Systems will submit an invoice for consulting services upon
   delivery of the technology transfer. Payment is required within 30 days of
   invoice receipt.

2. Travel and living expenses are not included in these costs. Qwest will be
   responsible for any project-related travel and living expenses incurred as
   directed by Qwest.

3. Qwest will be responsible for expenses incurred for the purchase, rent, or
   lease of hardware required by the scope of this project.

Assumptions
--------------------------------------------------------------------------------

In determining the scope of work for this project, Predictive Systems made the
following assumptions:

o Any work not specified in this SOW is considered out of scope. Predictive
  Systems cannot guarantee that new work or changes to the scope defined in this
  SOW can be completed by the stated due date. All changes to the scope of this
  SOW must be agreed to by Predictive Systems and Qwest.

o Development environment not currently available, i.e. the short-term
  development will be done on the production box. [***]

o Timely access to Qwest personnel and technical information will be provided in
  order to meet project milestones and to stay within the bounds of the costs
  estimates.

o Qwest will provide timely review of Predictive Systems deliverables. Feedback
  will be in written format.

o Qwest will designate a formal Point of Contact (POC) for the duration of the
  project. This POC will have signature authority for deliverable acceptance.



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 22 of 25

<PAGE>

[GRAPHIC OMITTED]

o Qwest will provide Predictive Systems with access to a development
  environment.

o Any additional software and hardware required is Qwest's responsibility. The
  timelines for the delivery of hardware and software will be driven by the
  project plan.

o Qwest will deliver items that are identified as their responsibilities in a
  timely fashion as driven by the associated Project Plan.

o Qwest will provide Predictive Systems with reasonable facilities such as cube
  space, telephones, and network connectivity.

o [***]


o [***]




Out of Scope
--------------------------------------------------------------------------------

The following items are outside the scope of this SOW. These items may
constitute future enhancements to the system, however these items will not be
worked on in the scope of this SOW.

o [***]

o [***]

o [***]



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 23 of 25

<PAGE>

[GRAPHIC OMITTED]

Contacts
--------------------------------------------------------------------------------

Direct all communications regarding this project to [***] of Predictive Systems
at [***]. All technical questions should be directed to [***], who can be
reached at [***].

The Qwest Project Manager is [***], and he is responsible for all management and
technical contact. He is also responsible for serving as a liaison for any
issues that may arise during the course of this project. [***] can be reached at
[***].



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 24 of 25

<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
Project Authorization
--------------------------------------------------------------------------------

The offer for services described in this SOW is valid for thirty (30) days
unless extended in writing by Predictive Systems. Any responses or questions
regarding this statement should be directed to:

                  [***], Business Development Manager
                  Mid-Atlantic Region
                  Predictive Systems, Inc.
                  620 Herndon Parkway, Suite 360
                  Herndon, Virginia 20170
                  [***]

This SOW has been assigned the project identifier: [***]. Please use this
project identifier in all written communication pertaining to this statement.

Please sign below as acknowledgement that Qwest has read and understands the
scope of this project. Upon receipt of this signed document, Predictive Systems
will begin providing services as they pertain to the SOW.

Please fax the executed SOW to [***] at Predictive Systems on [***].

Predictive Systems approval:

________________________________________________________________________________
Signed                              Name


________________________________________________________________________________
Title                               Date



Qwest Communications, Inc. approval:

________________________________________________________________________________
Signed                              Name


________________________________________________________________________________
Title                               Date



          Copyright 2000, Predictive Systems, Inc. All rights reserved.
          Owner: [***] / Subject to non-disclosure agreement /
                            Secure disposal required
                        [***]
                         PREDICTIVE SYSTEMS CONFIDENTIAL

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                   Page 25 of 25



<PAGE>

                                                               [GRAPHIC OMITTED]

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

[***]

for Qwest Communications, Inc.

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

Version 1.0                                      February 16, 2000
00-QWT-009




           Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L





--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


<PAGE>
[GRAPHIC OMITTED]



[***] is responsible for the development of this document.

Contact:

[***]

Predictive Systems, Inc.
620 Herndon Parkway, Suite 360
Herndon, VA 20170

Revision history


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
<S>                    <C>                    <C>                            <C>
Version              Date                  Comments required                Approvals required
-------------------- --------------------- -------------------------------- --------------------------------
1.0                  2/16/00               [***]                            [***]
-------------------- --------------------- -------------------------------- --------------------------------

------------------------------------------------------------------------------------------------------------
</TABLE>



MDNS Phase II Statement of Work
--------------------------------------------------------------------------------

Version 1.0                February 16, 2000





Copyright(C)2000, Predictive Systems, Inc. All rights reserved. Predictive
Systems, BusinessFirst, and the Predictive Systems logo are trademarks of
Predictive Systems, Inc.

No part of this document may be reproduced in any form or by any electronic or
mechanical means, including information storage and retrieval devices or
systems, without prior written permission from Predictive Systems, Inc. This
document or information it contains may not be used, reproduced, or disclosed
outside of Qwest without authorization in writing by Predictive Systems, Inc.

C O N F I D E N T I A L--Use, reproduction, or disclosure is subject to the
restrictions in DFARS 252.227-7013 & 252.211-7015/FAR 52.227-14 & 52.227-19 for
commercial computer software or technical data provided to the U.S. government
with limited rights, as applicable.
--------------------------------------------------------------------------------


               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]





--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.

                                                                              ii

<PAGE>
[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
                                Table of Contents
--------------------------------------------------------------------------------

Executive Summary                                                              5
  Non-disclosure                                                               5
  Deadline for Response                                                        6
  Responses                                                                    6

Proposed Statement of Work                                                     7
  Overview                                                                     7
    [***]                                                                      7
    [***]                                                                      8
    [***]                                                                      8
    [***]                                                                      8
  Proposed Architecture                                                        9
  Description of Tools                                                        13
    [***]                                                                     13
    [***]                                                                     13
    [***]                                                                     14
    [***]                                                                     14
    [***]                                                                     15
    [***]                                                                     15
  [***]                                                                       15
  [***]                                                                       16
  Deliverables                                                                17
  Program Management and Project Plan                                         17
    Status Meetings                                                           17
    Staffing                                                                  18
    Project Costs and Billing                                                 18
  Assumptions                                                                 19
  Out of Scope                                                                20
  [***]                                                                       20
    [***]                                                                     20
    [***]                                                                     21
    [***]                                                                     23
    [***]                                                                     23

Contacts                                                                      24

Project Authorization                                                         25


               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.
                                                                             iii

<PAGE>
[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
                                 List of Tables
--------------------------------------------------------------------------------

Table 1      Rate Structure                                                   18
Table 2      Total Cost                                                       18
Table 3      Staffing Requirements                                            19
Table 4      [***]                                                            20
Table 5      [***]                                                            21
Table 6      [***]                                                            22
Table 7      [***]                                                            22
Table 8      [***]                                                            22
Table 9      Others                                                           22
Table 10     [***]                                                            23
Table 11     [***]                                                            23


--------------------------------------------------------------------------------
                                 List of Figures
--------------------------------------------------------------------------------

Figure 1     [***]                                                            11
Figure 2     [***]                                                            12



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]

--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.

                                                                              iv

<PAGE>
[GRAPHIC OMITTED]



--------------------------------------------------------------------------------
Executive Summary
--------------------------------------------------------------------------------

          Predictive SystemsTM is pleased to present this Statement of Work
          (SOW) to Qwest Communications, Inc. (Qwest). The added functionality
          and efficiency that will result from the [***]

          [***]

Non-disclosure
--------------------------------------------------------------------------------

          All information contained in this proposal and quotation is
          confidential and proprietary to Predictive Systems, constituting its
          trade secrets and privileged, confidential property. It is furnished
          to Qwest in confidence, with the understanding that it will not,
          without written permission of Predictive Systems, be used for other
          than evaluation purposes or be disclosed to any third party.
          Duplication of this proposal and quotation is strictly forbidden, and
          all copies shall be returned to Predictive Systems upon our request.

Deadline for Response
--------------------------------------------------------------------------------

          This proposal is valid for 30 days from the date of issuance, unless
          extended in writing by Predictive Systems.



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                               5

<PAGE>

[GRAPHIC OMITTED]

Responses
--------------------------------------------------------------------------------

          Any responses or questions regarding this proposal should be directed
          to:

               [***]
               Business Development Manager
               Mid-Atlantic Region
               Predictive Systems, Inc.
               620 Herndon Parkway, Suite 360
               Herndon, Virginia 20170
               [***]



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                               6

<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
Proposed Statement of Work
--------------------------------------------------------------------------------

Overview
--------------------------------------------------------------------------------

          Qwest Communications, Inc. is a $1+ billion telecommunications company
          providing voice, data, and IP services to residential and business
          customers, and other telecommunications carriers throughout the United
          States and to more than 220 international locations.

          [***]

Phase I - Assessment and Design
--------------------------------------------------------------------------------

          The following accomplishments are associated with Phase I:

          []   [***]

          []   [***]

          []   [***]

          []   [***]



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                               7

<PAGE>

[GRAPHIC OMITTED]

[***]




               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                               8

<PAGE>

[GRAPHIC OMITTED]

          [***]

Proposed Architecture
--------------------------------------------------------------------------------

          [***]


               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                               9

<PAGE>

          [GRAPHIC OMITTED]







          [***]



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              10


<PAGE>

          [GRAPHIC OMITTED]







          [***]


               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              11

<PAGE>

          [GRAPHIC OMITTED]












          [***]



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              12

<PAGE>

[GRAPHIC OMITTED]


[***]



[***]



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              13

<PAGE>

[GRAPHIC OMITTED]

[***]


               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              14

<PAGE>

[GRAPHIC OMITTED]

[***]




               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              15

<PAGE>

[GRAPHIC OMITTED]

          [***]




               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              16

<PAGE>

[GRAPHIC OMITTED]

Deliverables
--------------------------------------------------------------------------------

          The following are deliverables associated with the execution of the
          tasks on this project:

          []   [***]

          []   [***]

          []   Staffing recommendation

          []   [***]

          []   [***]

          In order to properly transition a [***], it is critical that all
          aspects of the system are properly documented. Four specific types of
          system documentation will be provided:

          []   [***]

          []   [***]

          []   [***]

          []   [***]

Program Management and Project Plan
--------------------------------------------------------------------------------


Status Meetings
--------------------------------------------------------------------------------

          There will be weekly status meetings with Qwest on the overall process
          of the project. The meeting should be held at the same time of day,
          every week (the time and day must be determined). The meeting will
          focus on reviewing any work that was performed by the Qwest/Predictive
          Systems team and reviewing any open items that are scheduled for the
          next week's period. This meeting will also provide a platform for any
          new issues or additional project requirements.

               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              17

<PAGE>

[GRAPHIC OMITTED]

Staffing
--------------------------------------------------------------------------------

          This project is being proposed on a Time and Materials basis,
          excluding travel and living expenses. The table below represents
          Predictive Systems' rate structure for staff responsible for the
          execution of the tasks on this project.

          [***]

Project Costs and Billing
--------------------------------------------------------------------------------

          The table below represents Predictive Systems' best estimate as to the
          total cost associated with this project.

          [***]


          1.   Predictive Systems will submit an invoice for consulting services
               upon delivery of the technology transfer. Payment is required
               within 30 days of invoice receipt.



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              18

<PAGE>

[GRAPHIC OMITTED]


          2.   Travel and living expenses are not included in these costs. Qwest
               will be responsible for any project-related travel and living
               expenses incurred as directed by Qwest.

          3.   Qwest will be responsible for expenses incurred for the purchase,
               rent, or lease of hardware required by the scope of this project.


          [***]

Assumptions
--------------------------------------------------------------------------------

          []   Qwest will provide adequate facilities, network access,
               telephones, and cube space.

          []   Qwest will provide network connectivity between the IP Services
               backbone and the Frame/ATM networks.

          []   Timely access to Qwest personnel and technical information will
               be provided in order to meet project milestones and to stay
               within the bounds of the costs estimates.

          []   Qwest will provide timely review of Predictive Systems'
               deliverables. Feedback will be in written format.

          []   Qwest will designate a formal point of contact (POC) for the
               duration of the project. This POC will have signature authority
               for deliverable acceptance.


               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              19

<PAGE>

[GRAPHIC OMITTED]

          []   Qwest will provide Predictive Systems with access to a
               development environment.

          []   Any additional software required is Qwest's responsibility.

          []   Qwest will provide Predictive Systems with hardware for
               development.

          []   System maintenance (daily backups, etc.) will be done by Qwest
               systems support staff

Out of Scope
--------------------------------------------------------------------------------

          The following items are outside the scope of this SOW. These items may
          constitute future enhancements to the system, however these items will
          not be worked on in the scope of this SOW.

          [***]

Required Hardware and Software
--------------------------------------------------------------------------------

Production Software
--------------------------------------------------------------------------------

          [***]


               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              20

<PAGE>

[GRAPHIC OMITTED]

          [***]


Production Hardware
--------------------------------------------------------------------------------

[***]

               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              21

<PAGE>

[GRAPHIC OMITTED]


[***]


               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              22

<PAGE>

[GRAPHIC OMITTED]


[***]




               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.

                                                                              23

<PAGE>

[GRAPHIC OMITTED]

--------------------------------------------------------------------------------
Contacts
--------------------------------------------------------------------------------

          Direct all management communications regarding this project to [***]
          of Predictive Systems. [***] can be reached at [***] Direct all
          technical communications regarding this project to [***] of Predictive
          Systems. [***] can be reached at [***] The business contact for this
          project is [***] can be reached at [***]

          The Qwest Project Manager is [***]. [***] is responsible for all
          management and technical communications related to [***]. He is also
          responsible for serving as a liaison for any issues that may arise
          during the course of this project. [***] can be reached at [***]



               Owner: [***] / Subject to non-disclosure agreement
                                     [***]


        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              24

<PAGE>

[GRAPHIC OMITTED]


--------------------------------------------------------------------------------
Project Authorization
--------------------------------------------------------------------------------

          The offer for services described in this SOW is valid for thirty (30)
          days unless extended in writing by Predictive Systems. Any responses
          or questions regarding this statement should be directed to:

               [***], Business Development Manager
               Predictive Systems, Inc.
               620 Herndon Parkway, Suite 360
               Herndon, Virginia 20170
               [***]

          This SOW has been assigned the project identifier: [***]. Please use
          this project identifier in all written communication pertaining to
          this statement. Please sign below as acknowledgement that Qwest has
          read and understands the scope of this project. Upon receipt of this
          signed document, Predictive Systems will begin providing services as
          they pertain to the proposal.



Predictive Systems approval:

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

Signed                              Name



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

Title                               Date



Qwest Communications, Inc. approval:

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

Signed                              Name



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

Title                               Date




               Owner: [***] / Subject to non-disclosure agreement
                                     [***]

        P R E D I C T I V E   S Y S T E M S   C O N F I D E N T I A L

[***]


--------
*** Represents material that has been redacted pursuant to a request for
    confidential treatment pursuant to Rule 406 under the Securities Act of
    1933, as amended. Omitted material for which confidential treatment has been
    requested has been filed separately with the Securities and Exchange
    Commission.


                                                                              25