<PAGE>   1
 











                         INTERCONNECTION AGREEMENT-TEXAS

                                     between

                       Southwestern Bell Telephone Company

                                       and

                       Birch Telecom of Texas Ltd., L.L.P.










<PAGE>   2



                                TABLE OF CONTENTS
                         INTERCONNECTION AGREEMENT-TEXAS
                                     BETWEEN
                       SOUTHWESTERN BELL TELEPHONE COMPANY
                                       AND
                       BIRCH TELECOM OF TEXAS LTD., L.L.P.

<TABLE>
<S>      <C>                                                                 <C>

1.       Introduction.........................................................1
2.       Effective Date.......................................................2
3.       Intervening Law......................................................2
4.       Term of Agreement....................................................3
5.       Assignment...........................................................4
6.       Confidentiality and Proprietary Information..........................4
7.       Liability and Indemnification........................................6
8.       Payment of Rates and Charges.........................................9
9.       Dispute Resolution...................................................9
10.      Termination of Service to CLEC......................................11
11.      Notices.............................................................13
12.      Taxes...............................................................13
13.      Force Majeure.......................................................15
14.      Publicity...........................................................15
15.      Network Maintenance and Management..................................16
16.      Law Enforcement and Civil Process...................................16
17.      Changes in Subscriber Carrier Selection.............................17
18.      Amendments or Waivers...............................................18
19.      Authority...........................................................18
20.      Binding Effect......................................................18
21.      Consent.............................................................18
22.      Expenses............................................................18
23.      Headings............................................................19
24.      Relationship of Parties.............................................19
25.      Conflict of Interest................................................19
26.      Multiple Counterparts...............................................19
27.      Third Party Beneficiaries...........................................19
28.      Regulatory Approval.................................................19
29.      Trademarks and Trade Names..........................................20
30.      Regulatory Authority................................................20
31.      Effect of Other Agreements..........................................21
32.      Verification Reviews................................................21
33.      Complete Terms......................................................23
34.      Cooperation on Preventing End User Fraud............................23
35.      Notice of Network Changes...........................................23
36.      Good Faith Performance..............................................23
37.      Responsibility of Each Party........................................24

</TABLE>

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                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                         Page ii

<TABLE>
<S>      <C>                                                                 <C>
38.      Transmission of Traffic to Third Parties............................24
39.      Governmental Compliance.............................................24
40.      Responsibility for Environmental Contamination......................25
41.      Subcontracting......................................................25
42.      Referenced Documents................................................25
43.      Severability........................................................26
44.      Survival of Obligations.............................................26
45.      Governing Law.......................................................26
46.      Performance Criteria................................................26
47       Other Obligations of CLEC...........................................27
48.      Dialing Parity; Interim Number Portability..........................27
49.      Branding............................................................27
50.      Customer Inquiries..................................................27
51.      Disclaimer of Warranties............................................27
52.      No Waiver...........................................................28
53.      Definitions.........................................................28
54.      Resale..............................................................28
55.      Unbundled Network Elements..........................................28
56.      Ordering and Provisioning, Maintenance, Connectivity Billing
         and Reordering, and Provision of Customer Usage Data................29
57.      Network Interconnection Architecture................................29
58.      Compensation for Delivery of Traffic................................29
59.      Ancillary Functions.................................................29
60.      Conforming Amendments...............................................29
61.      Other Requirement and Attachments...................................30

         ATTACHMENTS.........................................................
</TABLE>

         RESALE
         Attachment 1: Resale
              Appendix Services/Pricing
                   Exhibit A: SWBT's Telecommunications Services Available for
                              Resale
                   Exhibit B: SWBT's Other Services Available for Resale
              Appendix Customized Routing-Resale
              Appendix DA-Resale
              Appendix OS-Resale
              Appendix White Pages (WP)-Resale

         Attachment 2: Ordering and Provisioning-Resale
         Attachment 3: Maintenance-Resale
         Attachment 4: Connectivity Billing-Resale
         Attachment 5: Provision of Customer Usage Data-Resale


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                                                   Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                        Page iii



         UNBUNDLED NETWORK ELEMENTS
         Attachment 6: Unbundled Network Elements (UNE)
              Appendix Pricing-UNE
              Appendix Pricing-UNE Schedule of Prices
         Attachment 7: Ordering and Provisioning-UNE
         Attachment 8: Maintenance-UNE
         Attachment 9: Billing-Other
         Attachment 10: Provision of Customer Usage Data-UNE

         NETWORK INTERCONNECTION ARCHITECTURE AND COMPENSATION
         Attachment 11: Network Interconnection Architecture
              Appendix Interconnection Trunking Requirement (ITR)
              Appendix Network Interconnection Methods (NIM)
              Appendix SS7 Interconnection
         Attachment 12: Compensation
              Appendix Cellular
              Appendix FGA

         ANCILLARY FUNCTIONS
         Attachment 13: Ancillary Functions
              Appendix Collocation
              Appendix Poles, Conduit, ROW

         OTHER REQUIREMENTS
         Attachment 14: Interim Number Portability
         Attachment 15: E911
         Attachment 16: Network Security and Law Enforcement
         Attachment 17: Failure to Meet Performance Criteria
         Attachment 18: Mutual Exchange of Directory Listing Information
         Attachment 19: White Pages-Other (WP-O)
         Attachment 20: Clearinghouse
         Attachment 21: Numbering
         Attachment 22: DA-Facilities Based
         Attachment 23: OS-Facilities Based
         Attachment 24: Recording-Facilities Based


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                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                    Page 1 of 32



                        INTERCONNECTION AGREEMENT - TEXAS

         This Interconnection Agreement - Texas (Agreement) is between Birch
Telecom of Texas Ltd., L.L.P. ("CLEC"), having an office at 1004 Baltimore Ave.,
Suite 900, Kansas City, MO 64105, and Southwestern Bell Telephone Company
(SWBT), a Missouri corporation, having an office at 1010 Pine Street, St. Louis,
Missouri 63101, (collectively the Parties).

         WHEREAS, pursuant to the Telecommunications Act of 1996 (the Act), the
Parties wish to establish terms for the resale of SWBT services and for the
provision by SWBT of Interconnection, unbundled Network Elements, and Ancillary
Functions as designated in the Attachments hereto. Pursuant to Section 252(i) of
the Federal Telecommunications Act of 1996 CLEC and SWBT have entered into an
Agreement on the same terms and conditions contained in the SWBT/AT&T Agreement
for the State of Texas.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants of this Agreement CLEC and SWBT hereby agree as follows:

1.0      INTRODUCTION

1.1      This Agreement sets forth the terms, conditions and prices under which
         SWBT agrees to provide (a) services for resale (hereinafter referred to
         as Resale services), (b) unbundled Network Elements, or combinations of
         such Network Elements (Combinations), (c) Ancillary Functions and (d)
         Interconnection to CLEC. This Agreement also sets forth the terms and
         conditions for the interconnection of CLEC's network to SWBT's network
         and reciprocal compensation for the transport and termination of
         telecommunications.

1.2      The Network Elements, Combinations or Resale services provided pursuant
         to this Agreement may be connected to other Network Elements,
         Combinations or Resale services provided by SWBT or to any network
         components provided by CLEC itself or by any other vendor. Subject to
         the requirements of this Agreement, CLEC may at any time add, delete,
         relocate or modify the Resale services, Network Elements or
         Combinations purchased hereunder.

1.3      During the term of this Agreement, SWBT will not discontinue, as to
         CLEC, any Network Element, Combination, or Ancillary Functions offered
         to CLEC hereunder. During the term of this Agreement, SWBT will not
         discontinue any Resale services or features offered to CLEC hereunder
         except as provided in Attachment 1: Resale hereto and subject to the
         provisions of Section 30.2 of the General Terms and Conditions of this
         Agreement. This Section is not intended to impair SWBT's ability to
         make changes in its Network, so long as such changes are consistent
         with the Act and do not result in the



    
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                                                    General Terms and Conditions
                                                                    Page 2 of 32


         discontinuance of the offerings of Network Elements, Combinations, or
         Ancillary Functions made by SWBT to CLEC as set forth in an during the
         terms of this Agreement.

1.4      SWBT may fulfill the requirements imposed upon it by this Agreement by
         itself or may cause its Affiliates to take such actions to fulfill the
         responsibilities.

1.5      This Agreement includes and incorporates herein the Attachments listed
         in Section 6 of this Agreement, and all accompanying Appendices,
         Addenda and Exhibits.

1.6      Unless otherwise provided in the Agreement, SWBT will perform all of
         its obligations concerning its offering of Resale services and
         unbundled Network Elements under this Agreement throughout the entire
         service area where SWBT is the incumbent local exchange carrier;
         provided, that SWBT's obligations to provide Ancillary Functions or to
         meet other requirements of the Act covered by this Agreement are not
         necessarily limited to such service areas.

2.0      EFFECTIVE DATE

2.1      This Agreement becomes effective (1) when executed by each Party and
         approved by the State Commission; or (2) by operation of law pursuant
         to the Order of the State Commission, whichever is earlier.

3.0      INTERVENING LAW

3.1      This Agreement is entered into as a result of both private negotiation
         between the Parties and arbitration by the Public Utility Commission of
         Texas (PUC), acting pursuant to FTA96, PURA95, and the PUC's
         Substantive Rules. If the actions of Texas or federal legislative
         bodies, courts, or regulatory agencies of competent jurisdiction
         invalidate, modify, or stay the enforcement of laws or regulations that
         were the basis for a provision of the contract required by the
         Arbitration Award approved by the PUC, the affected provision will be
         invalidated, modified, or stayed as required by action of the
         legislative body, court, or regulatory agency. In such event, the
         Parties will expend diligent efforts to arrive at an agreement
         respecting the modifications to the Agreement required. If negotiations
         fail, disputes between the Parties concerning the interpretation of the
         actions required or provisions affected by such governmental actions
         will be resolved pursuant to the dispute resolution process provided
         for in this Agreement. The invalidation, stay, or modification of the
         pricing provisions of the FCC's First Report and Order in CC Docket
         No.96-98 (August 8, 1996) and the FCC's Order on Reconsideration
         (September 27, 1996) will not be considered an invalidation, stay, or
         modification requiring changes to provisions of the Agreement required
         by the PUC Arbitration Award, in that the FCC's pricing provisions are
         not the basis for the costing and pricing provisions of the PUC's
         Arbitration Award.


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                                                   Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                    Page 3 of 32


3.2      In the event a court or regulatory agency of competent jurisdiction
         should determine that modifications of this Agreement are required to
         bring the services being provided hereunder into compliance with the
         Act, the affected Party will promptly give the other Party written
         notice of the modifications deemed required. Upon delivery of such
         notice, the Parties will expend diligent efforts to arrive at an
         agreement respecting such modifications required, and if the Parties
         are unable to arrive at such agreement within sixty (60) days after
         such notice, either Party may invoke the Dispute Resolution process set
         forth in Section 9.5 of this Agreement.

4.0      TERM OF AGREEMENT

4.1      This Agreement will become effective as of the Effective Date stated
         above, and will expire on January 22, 2000 plus two one year
         extensions, unless written Notice of Non Renewal and Request for
         Negotiation (Non Renewal Notice) is provided by either Party in
         accordance with the provisions of this Section. Any such Non Renewal
         Notice must be provided not later than 180 days before the day this
         Agreement would otherwise renew for an additional year. The noticing
         Party will delineate the items desired to be negotiated. Not later than
         30 days from receipt of said notice, the receiving Party will notify
         the sending Party of additional items desired to be negotiated, if any.
         Not later than 135 days from the receipt of the Non Renewal Notice,
         both parties will commence negotiations.

4.2      The same terms, conditions, and prices will continue in effect, on a
         month-to-month basis as were in effect at the end of the latest term,
         or renewal, so long as negotiations are continuing without impasse and
         then until resolution pursuant to this Section. The Parties agree to
         resolve any impasse by submission of the disputed matters to the Texas
         PUC for arbitration. Should the PUC decline jurisdiction, the Parties
         will resort to a commercial provider of arbitration services.

4.3      Upon termination of this Agreement, CLEC's liability will be limited to
         payment of the amounts due for Network Elements, Combinations,
         Ancillary Functions and Resale Services provided up to and including
         the date of termination and thereafter as reasonably requested by CLEC
         to prevent service interruption, but not to exceed one (1) year. The
         Network Elements, Combinations, Ancillary Functions and Resale services
         provided hereunder are vital to CLEC and must be continued without
         interruption. When CLEC provides or retains another vendor to provide
         such comparable Network Elements, Combinations, Ancillary Functions or
         Resale services, SWBT and CLEC agree to co-operate in an orderly and
         efficient transition to CLEC or another vendor. SWBT and CLEC further
         agree to coordinate the orderly transition to CLEC or another vendor
         such that the level and quality of the Network Elements, Combinations,
         Ancillary Functions and Resale Services is not degraded and each Party
         will exercise its best efforts to effect an orderly and efficient
         transition.


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                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                    Page 4 of 32



5.0      ASSIGNMENT

5.1      Neither Party hereto may assign or otherwise transfer its rights or
         obligations under this Agreement, except with the prior written consent
         of the other Party hereto, which consent will not be unreasonably
         withheld; provided, that SWBT may assign its rights and delegate its
         benefits and delegate its duties and obligations under this Agreement
         without the consent of CLEC to a 100 per cent owned affiliate of SWBT,
         provided the performance of any such assignee is guaranteed by the
         assignor. Nothing in this Section is intended to impair the right of
         either Party to utilize subcontractors.

5.2      Each Party will notify the other in writing not less than 60 days in
         advance of anticipated assignment.

6.0     CONFIDENTIALITY AND PROPRIETARY INFORMATION.

6.1      For the purposes of this Agreement, "Confidential Information" means
         confidential or proprietary technical or business information given by
         the Discloser to the Recipient. All information which is disclosed by
         one party to the other in connection with this Agreement, during
         negotiations (also see the Confidentiality Agreement between the
         Parties dated April 1, 1996) and the term of this Agreement, will
         automatically be deemed proprietary to the Discloser and subject to
         this Agreement, unless otherwise confirmed in writing by the Discloser.
         In addition, by way of example and not limitation, all orders for
         Resale Services, Network Elements or Combinations placed by CLEC
         pursuant to this Agreement, and information that would constitute
         Customer Proprietary Network Information of CLEC's customers pursuant
         to the Act and the rules and regulations of the Federal Communications
         Commission (FCC), and Recorded Usage Data as described in Attachments 5
         and 10 concerning Recorded Usage Data, whether disclosed by CLEC to
         SWBT or otherwise acquired by SWBT in the course of the performance of
         this Agreement, will be deemed Confidential Information of CLEC for all
         purposes under this Agreement.

6.2      For a period of five (5) years from the receipt of Confidential
         Information from the Discloser, except as otherwise specified in this
         Agreement, the Recipient agrees (a) to use it only for the purpose of
         performing under this Agreement, (b) to hold it in confidence and
         disclose it to no one other than its employees having a need to know
         for the purpose of performing under this Agreement, and (c) to
         safeguard it from unauthorized use or disclosure using at least the
         same degree of care with which the Recipient safeguards its own
         Confidential Information. If the Recipient wishes to disclose the
         Discloser's Confidential Information to a third-party agent or
         consultant, such disclosure must be agreed to in writing by the
         Discloser, and the agent or consultant must have executed a written
         agreement of nondisclosure and nonuse comparable in scope to the terms
         of this Section.


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                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                    Page 5 of 32



6.3      The Recipient may make copies of Confidential Information only as
         reasonably necessary to perform its obligations under this Agreement.
         All such copies will be subject to the same restrictions and
         protections as the original and will bear the same copyright and
         proprietary rights notices as are contained on the original.

6.4      The Recipient agrees to return all Confidential Information in tangible
         form received from the Discloser, including any copies made by the
         Recipient within thirty (30) days after a written request is delivered
         to the Recipient, or to destroy all such Confidential Information if
         directed to do so by Discloser except for Confidential Information that
         the Recipient reasonably requires to perform its obligations under this
         Agreement. If either Party loses or makes an unauthorized disclosure of
         the other Party's Confidential Information, it will notify such other
         party immediately and use reasonable efforts to retrieve the lost or
         wrongfully disclosed information.

6.5      The Recipient will have no obligation to safeguard Confidential
         Information: (a) which was in the possession of the Recipient free of
         restriction prior to its receipt from the Discloser, (b) after it
         becomes publicly known or available through no breach of this Agreement
         by the Recipient; (c) after it is rightfully acquired by the Recipient
         free of restrictions on its disclosure; or (d) after it is
         independently developed by personnel of the Recipient to whom the
         Discloser's Confidential Information had not been previously disclosed.
         In addition, either Party will have the right to disclose Confidential
         Information to any mediator, arbitrator, state, or federal regulatory
         body, or a court in the conduct of any mediation, arbitration or
         approval of this Agreement, so long as, in the absence of an applicable
         protective order, the Discloser has been promptly notified by the
         Recipient and so long as the Recipient undertakes all lawful measures
         to avoid disclosing such information until Discloser has had reasonable
         time to negotiate a protective order with any such mediator,
         arbitrator, state or regulatory body or a court, and complies with any
         protective order that covers the Confidential Information.

6.6      The Parties acknowledge that an individual end user may simultaneously
         seek to become or be a customer of both Parties. Nothing in this
         Agreement is intended to limit the ability of either Party to use
         customer specific information lawfully obtained from end users or
         sources other than the Disclosing Party.

6.7      Each Party's obligations to safeguard Confidential Information
         disclosed prior to expiration or termination of this Agreement will
         survive such expiration or termination.

6.8      Except as otherwise expressly provided elsewhere in this Agreement, no
         license is hereby granted under any patent, trademark, or copyright,
         nor is any such license implied solely by virtue of the disclosure of
         any Confidential Information.

6.9      Each Party agrees that the Discloser may be irreparably injured by a
         disclosure in breach of this Agreement by the Recipient or its
         representatives and the Discloser will be entitled 

<PAGE>   10


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                    Page 6 of 32


         to seek equitable relief, including injunctive relief and specific
         performance, in the event of any breach or threatened breach of the
         confidentiality provisions of this Agreement. Such remedies will not
         be deemed to be the exclusive remedies for a breach of this Agreement,
         but will be in addition to all other remedies available at law or in
         equity.

7.0      LIABILITY AND INDEMNIFICATION

7.1      LIMITATION OF LIABILITIES

7.1.1    The Parties' liability to each other during any Contract Year
         resulting from any and all causes, other than as specified below in
         Sections 7.3.1 and 7.3.3, following, and for willful or intentional
         misconduct (including gross negligence), will not exceed the total of
         any amounts due and owing to CLEC pursuant to Section 46 (Performance
         Criteria) and the Attachment referenced in that Section, plus the
         amounts charged to CLEC by SWBT under this Agreement during the
         Contract Year in which such cause accrues or arises. For purposes of
         this Section, the first Contract Year commences on the first day this
         Agreement becomes effective and each subsequent Contract Year
         commences on the day following that anniversary date.

7.1.2    Except for losses alleged or made by an end user of either Party, or
         except as otherwise provided in specific appendices, in the case of any
         loss alleged or made by a third party arising under the negligence or
         willful misconduct of both Parties, each Party shall bear, and its
         obligation under this section shall be limited to, that portion (as
         mutually agreed to by the Parties) of the resulting expense caused by
         its own negligence or willful misconduct or that of its agents,
         servants, contractors, or others acting in aid or concert with it.

7.2      NO CONSEQUENTIAL DAMAGES

7.2.1    NEITHER CLEC NOR SWBT WILL BE LIABLE TO THE OTHER PARTY FOR ANY
         INDIRECT, INCIDENTAL CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES
         SUFFERED BY SUCH OTHER PARTIES (INCLUDING WITHOUT LIMITATION DAMAGES
         FOR HARM TO BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS
         SUFFERED BY SUCH OTHER PARTIES), REGARDLESS OF THE FORM OF ACTION,
         WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT, INCLUDING
         WITHOUT LIMITATION NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE,
         AND REGARDLESS OF WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT
         SUCH DAMAGES COULD RESULT. EACH PARTY HEREBY RELEASES THE OTHER PARTY
         (AND SUCH OTHER PARTY'S SUBSIDIARIES AND AFFILIATES, AND THEIR
         RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY SUCH
         CLAIM. NOTHING CONTAINED IN THIS SECTION WILL LIMIT SWBT'S OR CLEC'S
         LIABILITY TO THE OTHER FOR (i)


<PAGE>   11



                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                    Page 7 of 32


         WILLFUL OR INTENTIONAL MISCONDUCT (INCLUDING GROSS NEGLIGENCE); (ii)
         BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE REAL OR TANGIBLE PERSONAL
         PROPERTY PROXIMATELY CAUSED BY SWBT OR CLEC'S NEGLIGENT ACT OR
         OMISSION OR THAT OF THEIR RESPECTIVE AGENTS, SUBCONTRACTORS OR
         EMPLOYEES, NOR WILL ANYTHING CONTAINED IN THIS SECTION LIMIT THE
         PARTIES INDEMNIFICATION OBLIGATIONS, AS SPECIFIED BELOW.

7.3      OBLIGATION TO INDEMNIFY

7.3.1    Each Party will and hereby agrees to defend at the other's request,
         indemnify, and hold harmless the other Party and each of its officers,
         directors, employees, and agents (each, an Indemnitee) against and in
         respect of any loss, debt, liability, damage, obligation, claim,
         demand, judgment, or settlement of any nature or kind, known or
         unknown, liquidated or unliquidated, including without limitation all
         reasonable costs and expenses incurred (legal, account or otherwise)
         (collectively, Damages) arising out of, resulting from, or based upon
         any pending or threatened claim, action, proceeding or suit by any
         third party (a Claim) (i) alleging any omissions, breach of any
         representation, warranty, or covenant made by such indemnifying Party
         (the Indemnifying Party) in this Agreement, (ii) based upon injuries
         or damages to any person or property or the environment arising out of
         or in connection with this Agreement that are the result of the
         Indemnifying Party's actions, breach of Applicable Law, or the
         actions, omissions or status of its employees, agents, and
         subcontractors.

7.3.1.1  In the case of any loss alleged or made by an end user of either Party,
         the Party whose end user alleged or made such loss (Indemnifying Party)
         shall defend and indemnify the other party (Indemnified Party) against
         any and all such claims or loss by its end users regardless of whether
         the underlying service was provided or unbundled element was
         provisioned by the Indemnified Party, unless the loss was caused by the
         gross negligence or intentional or willful misconduct or breach of
         applicable law of the other (Indemnified) Party.

7.3.2    CLEC is responsible for obtaining any license or right to use
         agreement associated with a Network Element purchased from SWBT, and
         further will provide SWBT, prior to using any such Network Element,
         with either: (1) a copy of the applicable license or right to use
         agreement (or letter from the licenser attesting as such); or (2) an
         affidavit signed by CLEC attesting to the acquisition of any known and
         necessary licenses or right to use agreements. SWBT will provide a
         list of all known and necessary licenses or right to use agreements
         applicable to the subject Network Element(s) within seven days of a
         request for such a list by CLEC. SWBT agrees to use its best efforts
         to facilitate the obtaining of any necessary license or right to use
         agreement. In the event such an agreement is not forthcoming for a
         Network Element ordered by CLEC, the Parties commit to negotiate in


<PAGE>   12


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                    Page 8 of 32



         good faith for the provision of alternative Elements or services which
         shall be equivalent to or superior to the Element for which CLEC is
         unable to obtain such license or agreement.

7.3.3    Each Party will and hereby agrees to defend at the other's request,
         indemnify, and hold harmless the other Party and each of its officers,
         directors, employees, and agents (each, an "Indemnitee") against and
         in respect of any loss, debt, liability, damage, obligation, claim
         demand, judgment, or settlement of any nature or kind, known or
         unknown, liquidated or unliquidated, including without limitation all
         reasonable costs and expenses incurred (legal, account or otherwise)
         arising out of, resulting from, or based upon any pending or
         threatened claim, action, proceeding or suit by any third party for
         actual infringement of any patent, copyright, trademark, service mark,
         trade name, trade dress, trade secret or any other intellectual
         property right now known or later developed to the extent that such
         claim or action arises from the actions of the respective Parties, or
         failure to act, as required pursuant to this Agreement.

7.3.4    SWBT makes no warranties, express or implied, concerning CLEC's (or
         any third party's) rights with respect to intellectual property
         (including without limitation, patent, copyright and trade secret
         rights) or contract rights associated with CLEC's rights to
         interconnect with SWBT's network and to Unbundled Network Elements
         and/or combine SWBT's network elements (including combining with
         CLEC's Network Elements) such interconnection or unbundling and/or
         combining of Elements (including combining with components of CLEC's
         network) in SWBT's network. Section 7 applies solely to this Agreement.
         Nothing in this Section will be deemed to supersede or replace any
         other agreements, if any, between the Parties with respect to CLEC's
         intellectual property or contract rights.

7.4      OBLIGATION TO DEFEND; NOTICE; COOPERATION 

7.4.1    Whenever a Claim will arise for indemnification under this Section,
         the relevant Indemnitee, as appropriate, will promptly notify the
         Indemnifying party and request the Indemnifying Party to defend the
         same. Failure to so notify the Indemnifying Party will not relieve the
         Indemnifying Party of any liability that the Indemnifying Party might
         have, except to the extent that such failure prejudices the
         Indemnifying Party's ability to defend such Claim. The Indemnifying
         Party will have the right to defend against such liability or
         assertion in which event the Indemnifying Party will give written
         notice to the Indemnitee of acceptance of the defense of such Claim
         and the identity of counsel selected by the Indemnifying Party. Except
         as set forth below, such notice to the relevant Indemnitee will give
         the Indemnifying Party full authority to defend, adjust, compromise,
         or settle such Claim with respect to which such notice will have been
         given, except to the extent that any compromise or settlement might
         prejudice the Intellectual Property Rights of the relevant Indemnities.
         The Indemnifying Party will consult with the relevant Indemnitee prior
         to any compromise or settlement that would affect the Intellectual
         Property Rights 


<PAGE>   13

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                                                    General Terms and Conditions
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         or other rights of any Indemnitee, and the relevant Indemnitee will
         have the right to refuse such compromise or settlement and, at the
         refusing Party's or refusing Party's cost, to take over such defense,
         provided that in such event the Indemnifying Party will not be
         responsible for, nor will it be obligated to indemnify the relevant
         Indemnitee against any cost or liability in excess of such refused
         compromise or settlement. With respect to any defense accepted by the
         Indemnifying Party, the relevant Indemnitee will be entitled to
         participate with the Indemnifying Party in such defense if the Claim
         requests equitable relief or other relief that could affect the rights
         of the Indemnitee and also will be entitled to employ separate counsel
         for such defense at such Indemnitee's expense. In the event the
         Indemnifying Party does not accept the defense of any indemnified
         Claim as provided above, the relevant Indemnitee will have the right
         to employ counsel for such defense at the expense of the Indemnifying
         Party. Each Party agrees to cooperate and to cause its employees and
         agents to cooperate with the other Party in the defense of any such
         Claim.

7.5      OSHA STATEMENT

7.5.1    CLEC, in recognition of SWBT's status as an employer, agrees to abide
         by and to undertake the duty of compliance on behalf of SWBT with all
         federal, state and local laws, safety and health regulations relating
         to CLEC's activities concerning Collocated Space, and to indemnify and
         hold SWBT harmless for any judgments, citations, fines, or other
         penalties which are assessed against SWBT as the result solely of
         CLEC's failure to comply with any of the foregoing. SWBT, in its status
         as an employer, will comply with all federal, state and local laws,
         safety and health standards and regulations with respect to all other
         portions of the Premises, and agrees to indemnify and hold CLEC
         harmless for any judgments, citations, fines or other penalties which
         are assessed against CLEC as a result solely of SWBT's failure to
         comply with any of the foregoing.

8.0      PAYMENT OF RATES AND CHARGES

8.1      Except as otherwise specifically provided elsewhere in this Agreement,
         the Parties will pay all rates and charges due and owing under this
         Agreement within thirty (30) days of receipt of an invoice. Except as
         otherwise specifically provided in this Agreement interest on overdue
         invoices will apply at the six (6) month Commercial Paper Rate
         applicable on the first business day of each calendar year.

9.0      DISPUTE RESOLUTION

9.1      FINALITY OF DISPUTES

9.1.1    Except as otherwise specifically provided in this Agreement, no claims
         will be brought for disputes arising from this Agreement more than 24
         months from the date the occurrence which gives rise to the dispute is
         discovered or reasonably should have been discovered with the exercise
         of due care and attention.

<PAGE>   14


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 10 of 32


9.2      ALTERNATIVE TO LITIGATION

9.2.1    The Parties desire to resolve disputes arising out of this Agreement
         without litigation. Accordingly, except for action seeking a temporary
         restraining order or an injunction related to the purposes of this
         Agreement, or suit to compel compliance with this Dispute Resolution
         process, the Parties agree to use the following Dispute Resolution
         procedure with respect to any controversy or claim arising out of or
         relating to this Agreement or its breach.

9.3      INFORMAL RESOLUTION OF DISPUTES 

9.3.1    In the case of any dispute and at the written request of a Party, each
         Party will appoint a knowledgeable, responsible representative to meet
         and negotiate in good faith to resolve any dispute arising under this
         Agreement. The location, form, frequency, duration, and conclusion of
         these discussions will be left to the discretion of the
         representatives. Upon agreement, the representatives may utilize other
         alternative informal dispute resolution procedures such as mediation
         to assist in the negotiations. Discussions and the correspondence
         among the representatives for purposes of settlement are exempt from
         discovery and production and will not be admissible in the arbitration
         described below or in any lawsuit without the concurrence of both
         parties. Documents identified in or provided with such communications,
         which are not prepared for purposes of the negotiations, are not so
         exempted and, if otherwise admissible, may be admitted in evidence in
         the arbitration or lawsuit.

9.4      BILLING DISPUTES

9.4.1    The Parties agree that with respect to matters that are purely
         unresolved billing disputes, all bills, including bills disputed in
         whole or in part, are to be paid when due, that interest applies to all
         overdue invoices as set forth in Section 8.1 to this Agreement, and
         that no other late payment fee or charge applies to overdue invoices.
         The Parties further agree that if any billing dispute is resolved in
         favor of the disputing Party the disputing Party will receive, by
         crediting or otherwise, interest applied to the disputed amount as set
         forth in Section 8.1.

9.4.2    To the extent that any other portions of this Agreement provide for a
         bill closure process between the parties, or if such a process is
         mutually agreed to by the Parties, the procedures involved in such
         processes will not be deemed to place a particular billing item in
         dispute for purposes of this Section.

9.4.3    Each Party agrees to notify the other Party of a billing dispute and
         may invoke the informal dispute resolution process described in Section
         9.2. The parties will endeavor to resolve the dispute within thirty
         (30) calendar days of the Bill Date on which such


<PAGE>   15


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 11 of 32



         disputed charges appear, or, if the charges have been subject to the
         bill closure process described in Section 9.4.2, above, within thirty
         (30) calendar days of the closure of the billing period covered by such
         bill closure process.

9.5      FORMAL RESOLUTION OF DISPUTES

9.5.1    Except as otherwise specifically set forth in this Agreement, for all
         disputes arising out of or pertaining to this Agreement, including but
         not limited to matters not specifically addressed elsewhere in this
         Agreement which require clarification, renegotiation, modifications or
         additions to this Agreement, either party may invoke dispute resolution
         procedures available pursuant to the dispute resolution rules, as
         amended from time to time, of the Public Utility Commission of Texas.
         Also, upon mutual agreement, the parties may seek commercial binding
         arbitration as specified in Section 9.6.

9.5.2    The Parties agree that the Dispute Resolution procedures set forth in
         this Agreement are not intended to conflict with applicable
         requirements of the Act or the state commission with regard to
         procedures for the resolution of disputes arising out of this
         Agreement.

9.6      ARBITRATION

9.6.1    When both parties agree to binding arbitration, disputes will be
         submitted to a single arbitrator pursuant to the Commercial
         Arbitration Rules of the American Arbitration Association or pursuant
         to such other provider of arbitration services or rules as the Parties
         may agree. The place where each separate arbitration will be held will
         alternate between Dallas, Texas, and St. Louis, Missouri, unless the
         Parties agree otherwise. The arbitration hearing will be requested to
         commence within 60 days of the demand for arbitration. The arbitrator
         will control the scheduling so as to process the matter expeditiously.
         The Parties may submit written briefs upon a schedule determined by
         the arbitrator. The Parties will request that the arbitrator rule on
         the dispute by issuing a written opinion within 30 days after the
         close of hearings. The arbitrator has no authority to order punitive
         or consequential damages. The times specified in this Section may be
         extended or shortened upon mutual agreement of the Parties or by the
         arbitrator upon a showing of good cause. Each Party will bear its own
         costs of these procedures. The Parties will equally split the fees of
         the arbitration and the arbitrator. Judgment upon the award rendered
         by the arbitrator may be entered in any court having jurisdiction.

10.0     TERMINATION OF SERVICE TO CLEC

10.1     Failure of CLEC to pay charges may be grounds for termination of this
         Agreement. If CLEC fails to pay when due, any and all charges billed to
         them under this Agreement, (Unpaid Charges), and any portion of such
         charges remain unpaid more than fifteen (15) calendar days after the
         due date of such Unpaid Charges, SWBT will notify CLEC in writing that
         in order to avoid having service disconnected, CLEC must remit all
         Unpaid 

<PAGE>   16

                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 12 of 32


         Charges, whether disputed or undisputed, to SWBT within fifteen (15)
         calendar days after receipt of said notice. Disputes hereunder will be
         resolved in accordance with the Dispute Resolution Procedures set out
         in Section 9 of this Agreement.

10.2     If any CLEC charges remain unpaid at the conclusion of the time period
         as set forth in Section 10.1 above (30 calendar days from the due date
         of such unpaid charges), SWBT will notify CLEC, the appropriate
         commission(s) and the end user's IXC(s) of Record in writing, that
         unless all charges are paid within fifteen (15) calendar days, CLEC's
         service will be disconnected and CLEC's end users may be switched to
         SWBT local service. SWBT will also suspend order acceptance at this
         time.

10.3     If any CLEC charges remain unpaid or undisputed thirty (30) calendar
         days past the due date of the unpaid charges as described in Section
         10.2 above, CLEC will, at its sole expense, notify its end users, the
         Commission and the end user's of Record that their service may be
         disconnected for CLEC failure to pay unpaid charges, and that its end
         users must select a new local service provider within fifteen (15)
         calendar days. The notice will also advise the end user that SWBT will
         assume the end user's account at the end of the fifteen (15) calendar
         day period should the end user fail to select a new local service
         provider.

10.4     If any CLEC charges remain unpaid or undisputed forty-five (45)
         calendar days past the due date, SWBT will disconnect CLEC and transfer
         all CLEC's end users who have not selected another local service
         provider directly to SWBT's service. These end users will receive the
         same services provided through CLEC at the time of service. These end
         users will receive the same services provided through CLEC at the time
         of transfer. SWBT will inform the Commission and the end user's IXC(s)
         of Record of the names of all end users transferred through this
         process. Applicable service establishment charges for switching end
         users from CLEC to SWBT will be assessed to CLEC.

10.5     Within five (5) calendar days of the transfer (50 calendar days past
         CLEC's due date), SWBT will notify all affected end users that because
         of a CLEC's failure to pay, their service is now being provided by
         SWBT. SWBT will also notify the end user that they have thirty (30)
         calendar days to select a local service provider. If the end user does
         not select an LSP within 30 calendar days the customer will remain a
         SWBT local customer.

10.6     SWBT may discontinue service to CLEC upon failure to pay undisputed
         charges as provided in this section, and will have no liability to CLEC
         in the event of such disconnection.

10.7     After disconnect procedures have begun, SWBT will not accept service
         orders from CLEC until all unpaid charges are paid. SWBT will have the
         right to require a deposit equal to one month's charges (based on the
         highest previous month of service from SWBT) prior to resuming service
         to CLEC after disconnect for nonpayment.


<PAGE>   17

                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 13 of 32



10.8     Beyond the specifically set out limitations in this section, nothing
         herein will be interpreted to obligate SWBT to continue to provide
         service to any such end users or to limit any and all disconnection
         rights SWBT may have with regard to such end users.

11.0     NOTICES

11.1     In the event any notices are required to be sent under the terms of
         this Agreement, they may be sent by mail and are deemed to have been
         given on the date received. Notice may also be effected by personal
         delivery or by overnight courier, and will be effective upon receipt.
         Notice may also be provided by facsimile, which will be effective on
         the next business day following the date of transmission; provided,
         however, notices to a Party's 24-hour maintenance contact number will
         be by telephone and/or facsimile and will be deemed to have been
         received on the date transmitted. The Parties will provide the
         appropriate telephone and facsimile numbers to each other. Unless
         otherwise specifically provided in this Agreement, notice will be
         directed as follows:

11.2     If to CLEC:

                      Birch Telecom of Texas Ltd., L.L.P.
                      Greg Lawhon, Sr. VP & General Counsel
                      1004 Baltimore Ave., Suite 900
                      Kansas City, MO  64105
                      816-842-7560 x225 (voice contact); 816-842-7507 (fax)

11.3     If to SWBT:

                      Account Manager
                      Four Bell Plaza, 7th Flr
                      311 S. Akard St.
                      Dallas, Tx 75202-5398
                      214-464-5969

         Either Party may unilaterally change its designated representative
         and/or address, telephone contact number or facsimile number for the
         receipt of notices by giving seven (7) days' prior written notice to
         the other Party in compliance with this Section. Any notice or other
         communication will be deemed given when received.

12.0     TAXES

12.1     With respect to any purchase of service under this Agreement, if any
         Federal, state or local government tax, fee, surcharge, or other
         tax-like charge (a "Tax") is required or permitted by applicable law,
         ordinance or tariff to be collected from a purchasing Party by 


<PAGE>   18


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 14 of 32



         the providing Party, then (i) the providing Party will bill, as a
         separately stated item, the purchasing Party for such Tax, (ii) the
         purchasing Party will timely remit such Tax to the providing Party,
         and (iii) the providing Party will remit such collected Tax to the
         applicable taxing authority.

12.2     If the providing Party does not collect a Tax because the purchasing
         Party asserts that it is not responsible for the tax, or is otherwise
         excepted from the obligation which is later determined by formal action
         to be wrong then, as between the providing Party and the purchasing
         Party, the purchasing Party will be liable for such uncollected Tax and
         any interest due and/or penalty assessed on the uncollected Tax by the
         applicable taxing authority or governmental entity.

12.3     If either Party is audited by a taxing authority or other governmental
         entity the other Party agrees to reasonably cooperate with the Party
         being audited in order to respond to any audit inquiries in a proper
         and timely manner so that the audit and/or any resulting controversy
         may be resolved expeditiously.

12.4     If applicable law excludes or exempts a purchase of services under this
         Agreement from a Tax, and if such applicable law also provides an
         exemption procedure, such as an exemption certificate requirement,
         then, if the purchasing Party complies with such procedure, the
         providing Party, subject to Section 12.2, will not collect such Tax
         during the effective period of the exemption. Such exemption will be
         effective upon receipt of the exemption certificate or affidavit in
         accordance with Section 12.7.

12.5     If applicable law excludes or exempts a purchase of services under this
         Agreement from a Tax, but does not also provide an exemption procedure,
         then the providing Party will not collect such Tax if the purchasing
         Party (i) furnishes the providing Party with a letter signed by an
         officer of the purchasing Party claiming an exemption and identifying
         the applicable law which allows such exemption, and (ii) supplies the
         providing Party with an indemnification agreement, reasonably
         acceptable to the providing Party, which holds the providing Party
         harmless on an after-tax basis with respect to forbearing to collect
         such Tax.

12.6     With respect to any Tax or Tax controversy covered by this Section 12,
         the purchasing Party will be entitled to contest, pursuant to
         applicable law, and at its own expense, any Tax that it is ultimately
         obligated to pay. The purchasing Party will be entitled to the benefit
         of any refund or recovery resulting from such a contest. The providing
         Party will cooperate in any such contest.

12.7     All notices, affidavits, exemption certificates or other communications
         required or permitted to be given by either Party to the other under
         this Section 12, will be made in writing and will be delivered by
         certified mail, and sent to the addresses stated in Section 11 and to
         the following:



<PAGE>   19

                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 15 of 32




         To SWBT:       Executive Director - Tax
                        Southwestern Bell - Room 34/L/1
                        One Bell Center
                        St. Louis, Missouri 63101

         To:            Birch Telecom of Texas Ltd., L.L.P.
                        Greg Lawhon, Sr. VP & General Counsel
                        1004 Baltimore Ave., Suite 900
                        Kansas City, MO 64105

         Either Party may from time-to-time designate another address or
         addressee by giving notice in accordance with the terms of this Section
         12.7.

         Any notice or other communication will be deemed to be given when
         received.

13.0     FORCE MAJEURE

         Except as otherwise specifically provided in this Agreement, neither
         Party will be liable for any delay or failure in performance of any
         part of this Agreement caused by a Force Majeure condition, including
         acts of the United States of America or any state, territory, or
         political subdivision thereof, acts of God or a public enemy, fires,
         floods, labor disputes such as strikes and lockouts, freight embargoes,
         earthquakes, volcanic actions, wars, civil disturbances, cable cuts, or
         other causes beyond the reasonable control of the Party claiming
         excusable delay or other failure to perform. Provided, Force Majeure
         will not include acts of any Governmental Authority relating to
         environmental, health, or safety conditions at work locations. If any
         Force Majeure condition occurs the Party whose performance fails or is
         delayed because of such Force Majeure conditions will give prompt
         notice to the other Party, and upon cessation of such Force Majeure
         condition, will give like notice and commence performance hereunder as
         promptly as reasonably practicable.

14.0     PUBLICITY

14.1     The Parties agree not to use in any advertising or sales promotion,
         press releases or other publicity matters, any endorsements, direct or
         indirect quotes or pictures implying endorsement by the other Party or
         any of its employees without such Party's prior written approval. The
         Parties will submit to each other for written approval, prior to
         publication, all such publicity endorsement matters that mention or
         display the other's name and/or marks or contain language from which a
         connection to said name and/or marks may be inferred or implied.


<PAGE>   20



                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 16 of 32



14.2     Neither Party will offer any services using the trademarks, service
         marks, trade names, brand names, logos, insignia, symbols or decorative
         designs of the other Party or its affiliates without the other Party's
         written authorization.

15.0     NETWORK MAINTENANCE AND MANAGEMENT

15.1     The Parties will work cooperatively to implement this Agreement. The
         Parties will exchange appropriate information (e.g., maintenance
         contact numbers, network information, information required to comply
         with law enforcement and other security agencies of the Government,
         etc.) to achieve this desired reliability.

15.2     Each Party will provide a 24-hour contact number for Network Traffic
         Management issues to the other's surveillance management center. A
         facsimile (FAX) number must also be provided to facilitate event
         notifications for planned mass calling events. Additionally, both
         Parties agree that they will work cooperatively to ensure that all such
         events will attempt to be conducted in such a manner as to avoid
         disruption or loss of service to other end users. Each party will
         maintain the capability of respectively implementing basic protective
         controls such as "Cancel To" or "Call Gap."

15.3     Neither Party will use any service provided under this Agreement in a
         manner that impairs the quality of service to other carriers or to
         either Party's subscribers. Either Party will provide the other Party
         notice of said impairment at the earliest practicable time.

16.0     LAW ENFORCEMENT AND CIVIL PROCESS

16.1     INTERCEPT DEVICES

16.1.1   Local and federal law enforcement agencies periodically request
         information or assistance from local telephone service providers. When
         either Party receives a request associated with a customer of the other
         Party, the receiving Party will refer such request to the appropriate
         Party, unless the request directs the receiving Party to attach a pen
         register, trap-and-trace or form of intercept on the Party's own
         facilities, in which case that Party will comply with any valid
         request, to the extent the receiving party is able to do so; if such
         compliance requires the assistance of the other Party such assistance
         will be provided.

16.2     SUBPOENAS

16.2.1   If a Party receives a subpoena for information concerning an end user
         the Party knows to be an end user of the other Party, the receiving
         Party will refer the subpoena to the requesting entity with an
         indication that the other Party is the responsible company.


<PAGE>   21


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 17 of 32


         Provided, however, if the subpoena requests records for a period of
         time during which the receiving Party was the end user's service
         provider, the receiving Party will respond to any valid request to the
         extent the receiving party is able to do so; if response requires the
         assistance of the other party such assistance will be provided.

16.3     LAW ENFORCEMENT EMERGENCIES

16.3.1   If a Party receives a request from a law enforcement agency to
         implement at its switch a temporary number change, temporary
         disconnect, or one-way denial of outbound calls for an end user of the
         other Party, the receiving Party will comply so long as it is a valid
         emergency request. Neither Party will be held liable for any claims or
         damages arising from compliance with such requests, and the Party
         serving the end user agrees to indemnify and hold the other Party
         harmless against any and all such claims.

17.0     CHANGES IN SUBSCRIBER CARRIER SELECTION

17.1     With respect to Resale services and unbundled Network Elements provided
         to end users, each Party must obtain end user authorization prior to
         requesting a change in the end users' provider of local exchange
         service (including ordering end user specific Network Elements) and
         must retain such authorizations for twelve (12) months. The
         authorization must conform with federal rules regarding changes of
         presubscribed interexchange carriers until such time as there are
         federal or state rules applicable to changes of local exchange service
         providers. Thereafter, the authorization must comply with each such
         rule. The Party submitting the change request assumes responsibility
         for applicable charges as specified in Section 258(b) of the
         Telecommunications Act of 1996.

17.2     Only an end user can initiate a challenge to a change in its local
         exchange service provider. In connection with such challenges each
         Party will follow procedures which conform with federal rules regarding
         challenges to changes of presubscribed interexchange carriers until
         such time as there are federal or state rules applicable to challenges
         to changes of Local Exchange Service Providers. Thereafter, the
         procedures each Party will follow concerning challenges to changes of
         local exchange service providers will comply with such rule. If an end
         user notified SWBT or CLEC that the end user requests local exchange
         service, the Party receiving such request shall be free to immediately
         provide service to such end user. SWBT shall be free to connect the end
         user to any local service provider based upon the local service
         provider's request and assurance that proper end user authorization has
         been obtained. CLEC shall make authorization available to SWBT upon
         request and at no charge.

17.3     When an end user changes or withdraws authorization, each Party will
         release customer specific facilities in accordance with the end user
         customer's directions, or the directions


<PAGE>   22


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 18 of 32


         of the end user's agent. Further, when an end user abandons the
         premise, SWBT is free to reclaim the facilities for use by another
         customer and is free to issue service orders required to reclaim such
         facilities.

17.4     Neither Party shall be obligated by this Agreement to investigate any
         allegations of unauthorized changes in local exchange service
         ("slamming") on behalf of the other Party or a third party. If SWBT, on
         behalf of CLEC, agrees to investigate an alleged incidence of slamming,
         SWBT shall charge CLEC a cost-based or mutually agreed investigation
         fee.

18.0     AMENDMENTS OR WAIVERS

18.1     Except as otherwise provided in this Agreement, no amendment or waiver
         of any provision of this Agreement and no consent to any default under
         this Agreement will be effective unless the same is in writing and
         signed by an officer of the Party against whom such amendment, waiver
         or consent is claimed. In addition, no course of dealing or failure of
         a Party strictly to enforce any term, right or condition of this
         Agreement will be construed as a waiver of such term, right, or
         condition. By entering into this Agreement, the Parties do not waive
         any right granted to them pursuant to the Act; however, the Parties
         enter into this Agreement without prejudice to any positions they have
         taken previously, or may take in the future in any legislative,
         regulatory or other public forum addressing any matters, including
         matters related to the types of arrangements prescribed by this
         Agreement.

19.0     AUTHORITY

19.1     Each person whose signature appears below represents and warrants that
         he or she has authority to bind the Party on whose behalf he or she has
         executed this Agreement.

20.0     BINDING EFFECT

20.1     This Agreement will be binding on and inure to the benefit of the
         respective successors and permitted assigns of the Parties.

21.0     CONSENT

21.1     Where consent, approval, or mutual agreement is required of a Party, it
         will not be unreasonably withheld or delayed.

22.0     EXPENSES

22.1     Except as specifically set out in this Agreement, each party will be
         solely responsible for its own expenses involved in all activities
         related to the subject of this Agreement.

<PAGE>   23


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 19 of 32



23.0     HEADINGS

23.1     The headings in this Agreement are inserted for convenience and
         identification only and will not be considered in the interpretation of
         this Agreement.

24.0     RELATIONSHIP OF PARTIES

24.1     This Agreement will not establish, be interpreted as establishing, or
         be used by either party to establish or to represent their relationship
         as any form of agency, partnership or joint venture. Neither Party will
         have any authority to bind the other or to act as an agent for the
         other unless written authority, separate from this Agreement, is
         provided. Nothing in the Agreement will be construed as providing for
         the sharing of profits or losses arising out of the efforts of either
         or both of the Parties. Nothing herein will be construed as making
         either Party responsible or liable for the obligations and undertakings
         of the other Party.

25.0     CONFLICT OF INTEREST

25.1     The Parties represent that no employee or agent of either Party has
         been or will be employed, retained, paid a fee, or otherwise received
         or will receive any personal compensation or consideration from the
         other Party, or any of the other Party's employees or agents in
         connection with the arranging or negotiation of this Agreement or
         associated documents.

26.0     MULTIPLE COUNTERPARTS

26.1     This Agreement may be executed in multiple counterparts, each of which
         will be deemed an original but all of which will together constitute
         but one, and the same document.

27.0     THIRD PARTY BENEFICIARIES

27.1     Except as may be specifically set forth in this Agreement, this
         Agreement does not provide and will not be construed to provide third
         parties with any remedy, claim, liability, reimbursement, cause of
         action, or other privilege.

28.0     REGULATORY APPROVAL

28.1     Each Party agrees to cooperate with the other and with any regulatory
         agency to obtain regulatory approval. During the term of this
         Agreement, each Party agrees to continue to cooperate with each other
         and any regulatory agency so that the benefits of this Agreement may be
         achieved.


<PAGE>   24



                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 20 of 32




29.0     TRADEMARKS AND TRADE NAMES

29.1     Except as specifically set out in this Agreement, nothing in this
         Agreement will grant, suggest, or imply any authority for one Party to
         use the name, trademarks, service marks, or trade names of the other
         for any purpose whatsoever, absent written consent of the other Party.

30.0     REGULATORY AUTHORITY

30.1     SWBT will be responsible for obtaining and keeping in effect all
         Federal Communications Commission, state regulatory commission,
         franchise authority and other regulatory approvals that may be required
         in connection with the performance of its obligations under this
         Agreement. CLEC will be responsible for obtaining and keeping in effect
         all Federal Communications Commission, state regulatory commission,
         franchise authority and other regulatory approvals that may be required
         in connection with its offering of services to CLEC Customers
         contemplated by this Agreement. CLEC will reasonably cooperate with
         SWBT in obtaining and maintaining any required approvals for which SWBT
         is responsible, and SWBT will reasonably cooperate with CLEC in
         obtaining and maintaining any required approvals for which CLEC is
         responsible.

30.2     SWBT will not, of its own volition, file a tariff or make another
         similar filing which supersedes this Agreement in whole or in part.
         SWBT will make no filings which are inconsistent with this commitment.
         This Section is not intended to apply to any SWBT tariffs or filings
         which do not affect CLEC's rights or SWBT's obligations to CLEC under
         this Agreement. This Section does not impair SWBT's right to file
         tariffs nor does it impair SWBT's right to file tariffs proposing new
         products and services and changes in the prices, terms and conditions
         of existing products and services, including discontinuance or
         grandfathering of existing features or services, of any
         telecommunications services that SWBT provides or hereafter provides to
         CLEC under this Agreement pursuant to the provision of Attachment 1:
         Resale, nor does it impair CLEC's right to contest such tariffs before
         the appropriate Commission.

30.3     SWBT will provide CLEC notice of any tariff or filing which concerns
         the subject matter of this Agreement at the time a Preliminary Rate
         Authority (PRA) is transmitted to the state commission, or, in
         situations where a PRA would not be issued, within ninety (90) days
         (forty five (45) days for price changes) of the expected effective date
         of the tariff or filing.

30.4     In the event that SWBT is required by any governmental authority to
         file a tariff or make another similar filing in connection with the
         performance of any action that would otherwise be governed by this
         Agreement, SWBT will provide CLEC notice of the same as set forth in
         Section 30.3 above.


<PAGE>   25


                                                    Interconnection Agreement-TX
                                                    General Terms and Conditions
                                                                   Page 21 of 32



30.5     If any tariff referred to in Section 30.4 becomes ineffective by
         operation of law, through deregulation or otherwise, the terms and
         conditions of such tariffs, as of the date on which the tariffs became
         ineffective, will be deemed incorporated if not inconsistent with this
         Agreement.

31.0     EFFECT OF OTHER AGREEMENTS

31.1     If SWBT enters into an agreement (the "Other Agreement") approved by
         the Texas Public Utility Commission pursuant to Section 252 of the Act,
         which provides for the provision of arrangements covered in this
         Agreement, to another requesting Telecommunications Carrier, SWBT will
         make available in Texas, to CLEC such arrangements upon the same rates,
         terms and conditions as those provided in the Other Agreement. At its
         sole option, CLEC may avail itself of either (i) the Other Agreement in
         its entirety or (ii) the prices, terms and all material conditions of
         the Other Agreement that directly relate to any of the following duties
         as a whole:

                (1) All Interconnection Rates - Section 251 (c) (2) of the Act;
                    or Access to Unbundled Network Elements - Section 251 (c) 
                    (3) of the Act;
                (2) Resale - Section 251 (c) (4) of the Act; or
                (3) Collocation - Section 251 (c) (6) of the Act; or
                (4) Number Portability - Section 251(b)(2) of the Act of this
                    STC; or
                (5) Access to Rights of Way - Section 251(b)(4) of the Act; or
                (6) Cellular Traffic;
                (7) White Pages;
                (8) Operator Services;
                (9) Directory Assistance.

32.0     VERIFICATION REVIEWS 

32.1     Subject to each Party's reasonable security requirements and except as
         may be otherwise specifically provided in this Agreement, either Party
         may audit the other Party's books, records and other documents once in
         each Contract Year for the purpose of evaluating the accuracy of the
         other Party's billing and invoicing. The Parties may employ other
         persons or firms for this purpose. Such audit will take place at a time
         and place agreed on by the Parties no later than thirty (30) days after
         notice thereof.

32.2     Each Party will promptly correct any billing error that is revealed in
         an audit, including making refund of any overpayment by the other Party
         in the form of a credit on the invoice for the first full billing cycle
         after the Parties have agreed upon the accuracy of the audit results.
         Any disputes concerning audit results will be resolved pursuant to the
         Dispute Resolution procedures described in Section 9 of this Agreement.



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                                                    General Terms and Conditions
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32.3     Each Party will cooperate fully in any such audit, providing reasonable
         access to any and all appropriate employees and books, records and
         other documents reasonably necessary to assess the accuracy of the
         Party's bills.

32.4     Either Party may audit the other Party's books, records and documents
         more than once during any Contract Year if the previous audit found
         previously uncorrected net variances or errors in invoices in the other
         Party's favor with an aggregate value of at least two percent (2%) of
         the amounts payable by CLEC for Resale services, Network Elements or
         Combinations provided during the period covered by the audit.

32.5     Audits will be at the auditing Party's expense.

32.6     Upon (i) the discovery by either Party of overcharges not previously
         reimbursed to the other Party or (ii) the resolution of disputed
         audits, the affected Party will promptly reimburse the other Party the
         amount of any overpayment times the commercial paper rate applicable on
         the last day of the month preceding the month of discovery or
         resolution as above. In no event, however, will interest be assessed on
         any previously assessed or accrued late payment charges.

32.7     CLEC may require that, at the end of the first year of implementation
         of this Agreement, SWBT submit to an audit or examination of services
         performed under the interconnection agreement. Subsequent to the first
         year of implementation, CLEC may require that audits or examinations be
         performed if: (1) CLEC can show cause that it has a commercially
         reasonable basis to seek an audit or examination; and (2) the request
         for audit or examination specifically defines the particular services
         that it seeks to audit or examine. All audits requested by CLEC under
         this section shall be conducted at its expense. The dispute resolution
         provisions of this Agreement shall be used to resolve disputes arising
         concerning requests for audits or examinations, or the results of the
         audits or examinations.

32.8     For a period of fourteen (14) months from the Effective Date of this
         Agreement, SWBT may audit CLEC's operations, books, records, and other
         documents related to the development of the percent local usage (PLU)
         to be used to measure and settle untransmitted calling party numbers
         (CPN) in connection with Attachment 12: Compensation. SWBT will bear
         the reasonable expenses associated with this inspection.

32.9     Information obtained or received by CLEC in conducting the inspections
         described in Section 32.7 and information obtained or received by
         either Party in connection with Sections 32.1 through 32.6 and 32.8
         will be subject to the confidentiality provisions of Section 6 of this
         Agreement.


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                                                    General Terms and Conditions
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33.0     COMPLETE TERMS

33.1     This Agreement constitutes the entire agreement between the parties
         concerning the subject matter hereof and supersedes any prior
         agreements, representations, statements, negotiations, understandings,
         proposals or undertakings, oral or written, with respect to the subject
         matter expressly set forth herein.

33.2     Neither Party will be bound by an amendment, modification or additional
         term unless it is reduced to writing signed by an authorized
         representative of the Party sought to be bound.

34.0     COOPERATION ON PREVENTING END USER FRAUD

34.1     The Parties agree to cooperate with one another to investigate,
         minimize, and take corrective action in cases of fraud. The Parties'
         fraud minimization procedures are to be cost-effective and implemented
         so as not to unduly burden or harm one Party as compared to the other.

34.2     In cases of suspected fraudulent activity by an end user, at a minimum,
         the cooperation referenced in the above paragraph will include
         providing to the other Party, upon request, information concerning end
         users who terminate services to that Party without paying all
         outstanding charges. The Party seeking such information is responsible
         for securing the end user's permission to obtain such information.

35.0     NOTICE OF NETWORK CHANGES

         SWBT agrees to provide CLEC reasonable notice consistent with
         applicable FCC rules of changes in the information necessary for the
         transmission and routing of services using SWBT's facilities or
         networks, as well as other changes that affect the interoperability of
         those respective facilities and networks. This Agreement is not
         intended to limit SWBT's ability to upgrade its network through the
         incorporation of new equipment, new software or otherwise so long as
         such upgrades are not inconsistent with SWBT's obligations to CLEC
         under the terms of this Agreement.

36.0     GOOD FAITH PERFORMANCE

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


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37.0     RESPONSIBILITY OF EACH PARTY

37.1     Each Party is an independent contractor, and has and hereby retains the
         right to exercise full control of and supervision over its own
         performance of its obligations under this Agreement and retains full
         control over the employment, direction, compensation and discharge of
         its employees assisting in the performance of such obligations. Each
         Party will be solely responsible for all matters relating to payment of
         such employees, including compliance with social security taxes,
         withholding taxes and all other regulations governing such matters.
         Each party will be solely responsible for proper handling, storage,
         transport and disposal at its own expense of all (i) substances or
         materials that it or its contractors or agents bring to, create or
         assume control over at Work Locations or, (ii) Waste resulting
         therefrom or otherwise generated in connection with its or its
         contractors' or agents' activities at the Work Locations. Subject to
         the limitations on liability and except as otherwise provided in this
         Agreement, each Party will be responsible for (i) its own acts and
         performance of all obligations imposed by applicable law in connection
         with its activities, legal status and property, real or personal and,
         (ii) the acts of its own affiliates, employees, agents and contractors
         during the performance of the Party's obligations hereunder.

38.0     TRANSMISSION OF TRAFFIC TO THIRD PARTIES

38.1     CLEC will not send to SWBT local traffic that is destined for the
         network of a third party unless CLEC has the authority to exchange
         traffic with that third party.

39.0     GOVERNMENTAL COMPLIANCE

39.1     CLEC and SWBT each will comply at its own expense with all applicable
         law related to i) its obligations under or activities in connection
         with this Agreement; of ii) its activities undertaken at, in connection
         with or relating to Work Locations. CLEC and SWBT each agree to
         indemnify, defend, (at the other party's request) and save harmless the
         other, each of its officers, directors and employees from and against
         any losses, damages, claims, demands, suits, liabilities, fines,
         penalties, and expenses (including reasonable attorneys' fees) that
         arise out of or result from i) its failure or the failure of its
         contractors or agents to so comply or ii) any activity, duty or status
         of it or its contractors or agents that triggers any legal obligation
         to investigate or remediate environmental contamination. SWBT, at its
         own expense, will be solely responsible for obtaining from governmental
         authorities, building owners, other carriers, and any other persons or
         entities, all rights and privileges (including, but not limited to,
         space and power), which are necessary for SWBT to provide the Network
         Elements and Resale services pursuant to this Agreement.


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                                                    General Terms and Conditions
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40.0     RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

40.1     CLEC will in no event be liable to SWBT for any costs whatsoever
         resulting from the presence or Release of any Environmental Hazard that
         CLEC did not introduce to the affected Work Location. SWBT will
         indemnify, defend (at CLEC's request) and hold harmless CLEC, each of
         its officers, directors and employees from and against any losses,
         damages, claims, demands, suits, liabilities, fines, penalties and
         expenses (including reasonable attorneys' fees) that arise out of or
         result from (i) any Environmental Hazard that SWBT, its contractors or
         agents introduce to the Work locations or (ii) the presence or Release
         of any Environmental Hazard for which SWBT is responsible under
         applicable law.

40.2     SWBT will in no event be liable to CLEC for any costs whatsoever
         resulting from the presence or Release of any Environmental Hazard that
         SWBT did not introduce to the affected Work Location. CLEC will
         indemnify, defend (at SWBT's request) and hold harmless SWBT, each of
         its officers, directors and employees from and against any losses,
         damages, claims, demands, suits, liabilities, fines, penalties and
         expenses (including reasonable attorneys' fees) that arise out of or
         result from i) any Environmental Hazard that CLEC, its contractors or
         agents introduce to the Work Locations or ii) the presence or Release
         of any Environmental Hazard for which CLEC is responsible under
         applicable law.

41.0     SUBCONTRACTING

41.1     If any obligation is performed through a subcontractor, each party will
         remain fully responsible for the performance of this Agreement in
         accordance with its terms, including any obligations either party
         performs through subcontractors, and each party will be solely
         responsible for payments due the party's subcontractors. No contract,
         subcontract or other Agreement entered into by either Party with any
         third party in connection with the provision of Resale services or
         Network Elements hereunder will provide for any indemnity, guarantee or
         assumption of liability by, or other obligation of, the other Party to
         this Agreement with respect to such arrangement, except as consented to
         in writing by the other Party. No subcontractor will be deemed a third
         party beneficiary for any purposes under this Agreement. Any
         subcontractor who gains access to CPNI or Confidential Information
         covered by this Agreement will be required by the subcontracting Party
         to protect such CPNI or Confidential Information to the same extent the
         subcontracting Party is required to protect the same under the terms of
         this Agreement.

42.0     REFERENCED DOCUMENTS

42.1     Whenever any provision of this Agreement refers to a technical
         reference, technical publication, CLEC Practice, SWBT Practice, any
         publication of telecommunications


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                                                    General Terms and Conditions
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         industry administrative or technical standards, or any other document
         specifically incorporated into this Agreement, it will be deemed to be
         a reference to the most recent version or edition (including any
         amendments, supplements, addenda, or successors) of each document that
         is in effect, and will include the most recent version or edition
         (including any amendments, supplements, addenda, or successors) of
         each document incorporated by reference in such a technical reference,
         technical publication, CLEC Practice, SWBT Practice, or publication of
         industry standards.

43.0     SEVERABILITY

43.1     If any term, condition or provision of this Agreement is held to be
         invalid or unenforceable for any reason, such invalidity or
         unenforceability will not invalidate the entire Agreement, unless such
         construction would be unreasonable. The Agreement will be construed as
         if it did not contain the invalid or unenforceable provision or
         provisions, and the rights and obligations of each party will be
         construed and enforced accordingly; provided, however, that in the
         event such invalid or unenforceable provision or provisions are
         essential elements of this Agreement and substantially impair the
         rights or obligations of either Party, the Parties will promptly
         negotiate a replacement provision or provisions. If impasse is reached,
         the Parties will resolve said impasse under the dispute resolution
         procedures set forth in Section 9.5.

44.0     SURVIVAL OF OBLIGATIONS

44.1     Any liabilities or obligations of a Party for acts or omissions prior
         to the cancellation or termination of this Agreement, any obligation of
         a Party under the provisions regarding indemnification, Confidential
         Information, limitations on liability, and any other provisions of this
         Agreement which, by their terms, are contemplated to survive (or to be
         performed after) termination of this Agreement, will survive
         cancellation or termination thereof.

45.0     GOVERNING LAW

45.1     The validity of this Agreement, the construction and enforcement of its
         terms, and the interpretation of the rights and duties of the Parties
         will be governed by the laws of the State of Texas other than as to
         conflicts of laws, except insofar as federal law may control any aspect
         of this Agreement, in which case federal law will govern such aspect.
         The Parties submit to personal jurisdiction in Dallas, Texas, and waive
         any and all objections to a Texas venue.

46.0     PERFORMANCE CRITERIA

46.1     Specific provisions governing failure to meet Performance Criteria are
         contained in Attachment 17: Failure to Meet Performance Criteria.



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47.0     OTHER OBLIGATIONS OF CLEC

47.1     For the purposes of establishing service and providing efficient and
         consolidated billing to CLEC, CLEC is required to provide SWBT its
         authorized and nationally recognized Operating Company Number (OCN).

48.0     DIALING PARITY; INTERIM NUMBER PORTABILITY

48.1     SWBT will ensure that all CLEC Customers experience the same dialing
         parity as similarly-situated customers of SWBT services, such that, for
         all call types: (i) an CLEC Customer is not required to dial any
         greater number of digits than a similarly-situated SWBT customer; (ii)
         the post-dial delay (time elapsed between the last digit dialed and the
         first network response), call completion rate and transmission quality
         experienced by an CLEC Customer is at least equal in quality to that
         experienced by a similarly-situated SWBT customer; and (iii) the CLEC
         Customer may retain its local telephone number. SWBT further agrees to
         provide Interim Number Portability in accordance with the requirements
         of the Act. Specific requirements concerning Interim Number Portability
         are set forth in Attachment 14: Interim Number Portability.

49.0     BRANDING

49.1     Specific provisions concerning the branding of services provided to
         CLEC by SWBT under this Agreement are contained in the following
         Attachments and Appendices to this Agreement: Attachment 1: Resale;
         Appendix OS-Resale; Appendix DA-Resale; Attachment 2: Ordering &
         Provisioning-Resale; Attachment 3: Maintenance-Resale; Attachment 7:
         Ordering & Provision in-Unbundled Network Elements; Attachment 8:

         Maintenance-Unbundled Network Elements.

50.0     CUSTOMER INQUIRIES

50.1     Each Party will refer all questions regarding the other Party's
         services or products directly to the other Party at a telephone number
         specified by that Party.

50.2     Each Party will ensure that all of their representatives who receive
         inquiries regarding the other Party's services: (i) provide the numbers
         described in Section 50.1 to callers who inquire about the other
         Party's services or products; and (ii) do not in any way disparage or
         discriminate against the other Party or its products or services.

51.0     DISCLAIMER OF WARRANTIES

51.1     TO THE EXTENT CONSISTENT WITH ITS OBLIGATIONS UNDER THE ACT, SWBT MAKES
         NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR


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                                                    General Terms and Conditions
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         IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO
         MERCHANTABILITY OR FITNESS FOR INTENDED OR PARTICULAR PURPOSE WITH
         RESPECT TO SERVICES PROVIDED HEREUNDER.

52.0     NO WAIVER

52.1     CLEC's agreement herein to accept less than fully operational
         electronic interfaces to operations support systems functions on and
         after January 1, 1997, will not be deemed a waiver of Section 251(c)(3)
         of the Act to receive such interfaces on that date.

53.0     DEFINITIONS

53.1     For purposes of this Agreement, certain terms have been defined in this
         Agreement to encompass meanings that may differ from, or be in addition
         to, the normal connotation of the defined word. Unless the context
         clearly indicates otherwise, any term defined or used in the singular
         will include the plural. The words "will" and "shall" are used
         interchangeably throughout this Agreement and the use of either
         connotes a mandatory requirement. The use of one or the other will not
         mean a different degree of right or obligation for either Party. A
         defined word intended to convey its special meaning is capitalized when
         used. Other terms that are capitalized and not defined in this
         Agreement will have the meaning in the Act.

54.0     RESALE

54.1     At the request of CLEC, and pursuant to the requirements of the Act,
         any telecommunications service that SWBT currently provides or
         hereafter offers to any customer in the geographic area where SWBT is
         the incumbent LEC will be made available to CLEC by SWBT for Resale in
         accordance with the terms, conditions and prices set forth in this
         Agreement. Specific provisions concerning Resale are addressed in
         Attachment 1: Resale, and other applicable Attachments.

55.0     UNBUNDLED NETWORK ELEMENTS

55.1     At the request of CLEC and pursuant to the requirements of the Act,
         SWBT will offer in the geographic area where SWBT is the incumbent LEC
         Network Elements to CLEC on an unbundled basis on rates, terms and
         conditions set forth in this Agreement that are just, reasonable, and
         non-discriminatory. Specific Provisions concerning Unbundled Network
         Elements are addressed in Attachment 6: Unbundled Network Elements, and
         other applicable Attachments.


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                                                    General Terms and Conditions
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56.0     ORDERING AND PROVISIONING, MAINTENANCE, CONNECTIVITY BILLING AND
         RECORDING, AND PROVISION OF CUSTOMER USAGE DATA

56.1     In connection with its Resale of services to CLEC, SWBT agrees to
         provide to CLEC Ordering and Provisioning Services, Maintenance
         services, Connectivity Billing and Recording services and Provision of
         Customer Usage Data services pursuant to the terms specified in
         Attachments 2, 3, 4 and 5, respectively.

56.2     In connection with its furnishing Unbundled Networks Elements to CLEC,
         SWBT agrees to provide to CLEC Ordering and Provisioning Services,
         Maintenance services, Connectivity Billing and Recording services and
         Provision of Customer Usage Data services pursuant to the terms
         specified in Attachments 7, 8, 9 and 10, respectively.

57.0     NETWORK INTERCONNECTION ARCHITECTURE

57.1     Where the Parties interconnect their networks, for purposes of
         exchanging traffic between their networks, the Parties agree to utilize
         the interconnection methods specified in Attachment 11: Network
         Interconnection Architecture. SWBT expressly recognizes that this
         provision and said Attachment are in no way intended to impair in any
         way CLEC's right to interconnect with unbundled Network Elements
         furnished by SWBT at any technically feasible point within SWBT's
         network, as provided in the Act.

58.0     COMPENSATION FOR DELIVERY OF TRAFFIC

58.1     The Parties agree to compensate each other for the transport and 
         termination of traffic as provided in Attachment 12: Compensation.

59.0     ANCILLARY FUNCTIONS

         Ancillary Functions may include, but are not limited to, Collocation,
         Rights-of-Way, Conduit and Pole Attachments. SWBT agrees to provide
         Ancillary Functions to CLEC as set forth in Attachment 13: Ancillary
         Functions.

60.0     CONFORMING AMENDMENTS

60.1     SWBT and CLEC have already entered into an interconnection agreement in
         Texas which has been approved by the Texas Public Utility Commission
         and on file with the Texas Public Utility Commission since April 10,
         1998 ("Agreement"). This document is an amendment to the Agreement, and
         except as otherwise provided herein, the Agreement remains in full
         force and effect. For the convenience of the parties, the parties have
         separately prepared a document that includes the operative terms of the
         Agreement and this amendment ("Conforming Agreement"), and the parties
         agree that the Conforming Agreement accurately reflect all the terms of
         the Agreement, as amended.

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61.0     OTHER REQUIREMENTS AND ATTACHMENTS

61.1     This Agreement incorporates a number of listed Attachments which,
         together with their associated Appendices, Exhibits, and Addenda,
         constitute the entire Agreement between the Parties. In order to
         facilitate use and comprehension of the Agreement, the Attachments have
         been grouped under the following broad headings: Resale; Unbundled
         Network Elements; Network Interconnection Architecture; Ancillary
         Functions; and Other Requirements. It is understood that these
         groupings are for convenience of reference only, and are not intended
         to limit the applicability which any particular Attachment may
         otherwise have.

61.2     Appended to this Agreement and incorporated herein are the Attachments
         listed below. To the extent that any definitions, terms or conditions
         in any given Attachment differ from those contained in the main body of
         this Agreement, those definitions, terms or conditions will supersede
         those contained in the main body of this Agreement, but only in regard
         to the services or activities listed in that particular Attachment. In
         particular, if an Attachment contains a term length that differs from
         the term length in the main body of this Agreement, the term length of
         that Attachment will control the length of time that services or
         activities are to occur under the Attachment, but will not affect the
         term length of the remainder of this Agreement, except as may be
         necessary to interpret the Attachment.

         RESALE
         Attachment 1: Resale
              Appendix Services/Pricing
                   Exhibit A: SWBT's Telecommunications Services Available for
                              Resale
                   Exhibit B: SWBT's Other Services Available for Resale
              Appendix Customized Routing-Resale
              Appendix DA-Resale
              Appendix OS-Resale
              Appendix White Pages (WP)-Resale
         Attachment 2: Ordering and Provisioning-Resale
         Attachment 3: Maintenance-Resale
         Attachment 4: Connectivity Billing-Resale
         Attachment 5: Provision of Customer Usage Data-Resale

         UNBUNDLED NETWORK ELEMENTS
         Attachment 6: Unbundled Network Elements (UNE)
              Appendix Pricing-UNE
              Appendix Pricing-UNE Schedule of Prices
         Attachment 7: Ordering and Provisioning-UNE
              Exhibit A-Electronic Ordering and Provisioning-UNE
         Attachment 8: Maintenance-UNE

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         Attachment 9: Billing-Other
         Attachment 10: Provision of Customer Usage Data-UNE

         NETWORK INTERCONNECTION ARCHITECTURE AND COMPENSATION
         Attachment 11: Network Interconnection Architecture
              Appendix Interconnection Trunking Requirement (ITR)
              Appendix Network Interconnection Methods (NIM)
              Appendix SS7 Interconnection
         Attachment 12: Compensation
              Appendix Cellular
              Appendix FGA

         ANCILLARY FUNCTIONS
         Attachment 13: Ancillary Functions
              Appendix Collocation
              Appendix Poles, Conduit, ROW

         OTHER REQUIREMENTS
         Attachment 14: Interim Number Portability
         Attachment 15: E911
         Attachment 16: Network Security and Law Enforcement
         Attachment 17: Failure to Meet Performance Criteria
         Attachment 18: Mutual Exchange of Directory Listing Information
         Attachment 19: White Pages-Other (WP-O)
         Attachment 20: Clearinghouse
         Attachment 21: Numbering
         Attachment 22: DA-Facilities Based
         Attachment 23: OS-Facilities Based
         Attachment 24: Recording-Facilities Based


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THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
THE PARTIES.




/s/ Gregory C. Lawhon     1/4/99            /s/ Larry B. Cooper     1/5/99
-------------------------------------       -----------------------------------
Sign and Print Name: Date                    Sign and Print Name: Date


Gregory C. Lawhon
Senior Vice President of
Birch Texas Holdings, Inc., the
General Partner of Birch Telecom             Larry B. Cooper
of Texas Ltd., L.L.P.                        President-industry Markets
-------------------------------------       -----------------------------------
Position/Title                              *Position/Title

BIRCH TELECOM OF TEXAS LTD., L.L.P.         SOUTHWESTERN BELL TELEPHONE COMPANY

* Although Southwestern Bell Telephone (Southwestern Bell) intends to fully
comply with the PUC's December 19, 1996 Order pending appeal and/or stay,
Southwestern Bell Telephone Company has not voluntarily signed this document.
Instead, Southwestern Bell has signed the document under specific compulsion of
the Texas Public Utility Commission's directive at the Open Meeting on February
25, 1998 that Southwestern Bell must sign the document. Southwestern Bell
reserves all of its appellate rights under federal and state law and, by signing
this document under compulsion, Southwestern Bell does not waive any legal
arguments that the Arbitration Awards of November 7, 1996, September 30, 1997,
December 19, 1997, and associated Orders and resulting document is, in whole or
in part, unlawful. Because the arbitration/negotiation process has been tainted
by the FCC's rules, as has been recognized by the US Eighth Circuit Court of
Appeals, Southwestern Bell reserves its rights regarding all aspects of the
document whether reflecting negotiated, stipulated or arbitrated provisions.
Furthermore, in signing this document Southwestern Bell does not agree to the
application of the dispute resolution provisions of the document (General Terms
and Conditions, sections 9.0 through 9.6.1) to any nonarbitrated, nonstipulated
and/or nonagreed-to language not contained in this document.