EXHIBIT 10.62

                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
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                                             SBC-13STATE/TALK.COM HOLDING, CORP.
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 INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS
                                   ACT OF 1996


                             BETWEEN ONE OR MORE OF


                        ILLINOIS BELL TELEPHONE COMPANY,
                  INDIANA BELL TELEPHONE COMPANY INCORPORATED,
                        MICHIGAN BELL TELEPHONE COMPANY,
                         NEVADA BELL TELEPHONE COMPANY,
                        THE OHIO BELL TELEPHONE COMPANY,
                         PACIFIC BELL TELEPHONE COMPANY,
THE SOUTHERN NEW ENGLAND TELEPHONE COMPANY, SOUTHWESTERN BELL TELEPHONE COMPANY,
                 WISCONSIN BELL, INC. D/B/A AMERITECH WISCONSIN


                                       AND


                             TALK.COM HOLDING, CORP.


                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
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                                TABLE OF CONTENTS

1.     DEFINITIONS                                                        6
2.     INTERPRETATION,  CONSTRUCTION  AND  SEVERABILITY                  27
3.     NOTICE  OF  CHANGES  --  SECTION  251(C)(5)                       32
4.     GENERAL  RESPONSIBILITIES  OF  THE  PARTIES                       32
5.     EFFECTIVE  DATE,  TERM,  AND  TERMINATION                         36
6.     FRAUD                                                             38
7.     DEPOSITS  (SBC-12STATE)                                           40
8.     BILLING  AND  PAYMENT  OF  CHARGES                                43
9.     NONPAYMENT  AND  PROCEDURES  FOR  DISCONNECTION                   49
10.    DISPUTE  RESOLUTION                                               54
11.    AUDITS  -  APPLICABLE  IN  SBC-12STATE  ONLY                      58
12.    DISCLAIMER  OF  REPRESENTATIONS  AND  WARRANTIES                  61
13.    LIMITATION  OF  LIABILITY                                         61
14.    INDEMNITY                                                         63
15.    REMEDIES                                                          69
16.    INTELLECTUAL  PROPERTY                                            69
17.    NOTICES                                                           69
18.    PUBLICITY  AND  USE  OF  TRADEMARKS  OR  SERVICE  MARKS           71
19.    NO  LICENSE                                                       72
20.    CONFIDENTIALITY                                                   72
21.    INTERVENING  LAW                                                  77
22.    GOVERNING  LAW                                                    78
23.    REGULATORY  APPROVAL                                              79

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24.     CHANGES  IN  END  USER LOCAL EXCHANGE
        SERVICE PROVIDER SELECTION                                       79
25.     COMPLIANCE  AND  CERTIFICATION                                   80
26.     LAW  ENFORCEMENT                                                 81
27.     RELATIONSHIP  OF  THE  PARTIES/INDEPENDENT  CONTRACTOR           82
28.     NO  THIRD  PARTY  BENEFICIARIES;  DISCLAIMER  OF  AGENCY         82
29.     ASSIGNMENT                                                       83
30.     DELEGATION  TO  AFFILIATE                                        83
31.     SUBCONTRACTING                                                   84
32.     HAZARDOUS SUBSTANCES AND RESPONSIBILITY FOR
        ENVIRONMENTAL CONTAMINATION                                      84
33.     FORCE  MAJEURE                                                   85
34.     TAXES                                                            86
35.     NON-WAIVER                                                       88
36.     NETWORK  MAINTENANCE  AND  MANAGEMENT                            88
37.     SIGNALING                                                        89
38.     TRANSMISSION  OF  TRAFFIC  TO  THIRD  PARTIES                    90
39.     CUSTOMER  INQUIRIES                                              90
40.     EXPENSES                                                         91
41.     CONFLICT  OF  INTEREST                                           91
42.     SURVIVAL                                                         91
43.     SCOPE  OF  AGREEMENT                                             91
44.     AMENDMENTS  AND  MODIFICATIONS                                   92
45.     IN-REGION  MOST  FAVORED  NATIONS  BETWEEN  SBC  STATES          92
46.     APPENDICES  INCORPORATED  BY  REFERENCE                          93

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47.     AUTHORITY                                                        97
48.     COUNTERPARTS                                                     98
49.     ENTIRE  AGREEMENT                                                98


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  INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS
                                   ACT OF 1996

This  Interconnection  Agreement  under  Sections  251  and  252  of  the
Telecommunications Act of 1996 (THE AGREEMENT), is dated as of October 11,  2000
by and between one or more of the SBC Communications Inc.-owned ILEC's  ILLINOIS
BELL  TELEPHONE,  INDIANA  BELL  TELEPHONE  COMPANY  INCORPORATED, MICHIGAN BELL
TELEPHONE  COMPANY,  NEVADA  BELL  TELEPHONE COMPANY (A NEVADA CORPORATION), THE
OHIO  BELL  TELEPHONE  COMPANY,  PACIFIC  BELL  TELEPHONE  COMPANY (A CALIFORNIA
CORPORATION),  THE  SOUTHERN  NEW  ENGLAND  TELEPHONE  COMPANY  (A  CONNECTICUT
CORPORATION)  AND  SOUTHWESTERN BELL TELEPHONE COMPANY (A MISSOURI CORPORATION),
WISCONSIN  BELL,  INC.  D/B/A  AMERITECH WISCONSIN, (only to the extent that the
agent  for  each  such SBC-owned ILEC executes this Agreement for such SBC-owned
ILEC and only to the extent that such SBC-owned ILEC provides Telephone Exchange
Services  as an ILEC in each of the state(s) listed below) and TALK.COM HOLDING,
CORP.  (CLEC),  (a  Pennsylvania  corporation),  shall  apply to the state(s) of
Arkansas,  California,  Connecticut,  Illinois,  Indiana,  Kansas,  Michigan,
Missouri,  Nevada,  Ohio,  Oklahoma,  Texas  and  Wisconsin.

WHEREAS,  CLEC  represents  that  it  is,  or  intends  to become, a provider of
Telephone  Exchange  Service  to  residential  and  business  End  Users offered
exclusively  over its own Telephone Exchange Service facilities or predominantly
over  its  own Telephone Exchange Service facilities in combination with the use
of unbundled Network Elements purchased from other entity(ies) and the resale of
Telecommunications  Services  of  other  carriers.

WHEREAS, the Parties want to Interconnect their networks at mutually agreed upon
points of interconnection to provide, directly or indirectly, Telephone Exchange
Services  and  Exchange  Access to residential and business End Users over their
respective Telephone Exchange Service facilities in the states which are subject
to  this  Agreement;  and

WHEREAS,  the  Parties  are  entering  into  this  Agreement  to  set  forth the
respective  obligations  of the Parties and the terms and conditions under which
the  Parties will Interconnect their networks and facilities and provide to each
other services as required by the Telecommunications Act of 1996 as specifically
set  forth  herein;  and

WHEREAS,  for  purposes  of this Agreement, CLEC intends to operate where one or
more  of  ILLINOIS  BELL TELEPHONE, INDIANA BELL TELEPHONE COMPANY INCORPORATED,
MICHIGAN  BELL  TELEPHONE  COMPANY,  NEVADA  BELL  TELEPHONE  COMPANY  (A NEVADA
CORPORATION), THE OHIO BELL TELEPHONE COMPANY, PACIFIC BELL TELEPHONE COMPANY (A
CALIFORNIA  CORPORATION),  THE  SOUTHERN  NEW  ENGLAND  TELEPHONE  COMPANY  (A
CONNECTICUT  CORPORATION)  AND  SOUTHWESTERN  BELL TELEPHONE COMPANY (A MISSOURI
CORPORATION),  WISCONSIN  BELL,  INC. D/B/A AMERITECH WISCONSIN is the incumbent
Local


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Exchange  Carrier(s)  and  CLEC,  a  competitive Local Exchange Carrier, has or,
prior  to  the  provisioning of any Interconnection, access to unbundled Network
Elements,  Telecommunications  Services  or  any  other  functions,  facilities,
products  or  services  hereunder,  will  have been granted authority to provide
certain local Telephone Exchange Services in the foregoing ILEC Service areas by
the  appropriate  State  Commission(s);

NOW,  THEREFORE,  the  Parties  hereby  agree  as  follows:

This  Agreement is composed of General Terms and Conditions, which are set forth
below,  together  with certain Appendices, Schedules, Exhibits and Addenda which
immediately  follow this Agreement, all of which are hereby incorporated in this
Agreement  by  this  reference  and  constitute  a  part  of  this  Agreement.

                          GENERAL TERMS AND CONDITIONS
                          ----------------------------

1.     DEFINITIONS

          Capitalized  Terms  used  in  this Agreement shall have the respective
meanings  specified  below  in,  Section  1.x  of each Appendix attached hereto,
and/or  as  defined  elsewhere  in  this  Agreement.

     1.1  GENERAL  DEFINITIONS
          --------------------

          1.1.1 "A-LINK" means a diverse pair of facilities connecting local end
          office  switching  centers  with  Signaling  Transfer  Points.

          1.1.2  "ACT"  means the Communications Act of 1934 [47 U.S.C. 153(R)],
          as  amended by the Telecommunications Act of 1996, Public Law 104-104,
          110  Stat.  56  (1996)  codified  throughout  47  U.S.C.

          1.1.3  "ACCESS  COMPENSATION" is the compensation paid by one Party to
          the  other  Party  for  the  origination/termination of intraLATA toll
          calls  to/from its End User. Access compensation is in accordance with
          the  LEC's  tariffed  access  rates.

          1.1.4 "ACCESS SERVICE REQUEST" (ASR) is an industry standard form used
          by  the Parties to add, establish, change or disconnect trunks for the
          purposes  of  Interconnection.

          1.1.5  "ADVANCED  SERVICES"  means  intrastate  or interstate wireline
          Telecommunications  Services,  such  as ADSL, IDSL, xDSL, Frame Relay,
          Cell  Relay  and  VPOP-Dial  Access  Service  (an  SBC-13STATE  Frame
          Relay-based  service)  that rely on packetized technology and have the


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          capability  of supporting transmissions speeds of at least 56 kilobits
          per  second  in  both directions. This definition of Advanced Services
          does  not  include:

               1.1.5.1  Data services that are not primarily based on packetized
               technology,  such  as  ISDN,

               1.1.5.2  x.25-based  and  x.75-based  packet  technologies,  or

               1.1.5.3 Circuit switched services (such as circuit switched voice
               grade  service) regardless of the technology, protocols or speeds
               used  for  the  transmission  of  such  services.

          1.1.6  "AFFILIATE"  is  As  Defined  in  the  Act.

          1.1.7  "ALTERNATE  BILLING  SERVICE (ABS)" means a service that allows
          End  Users  to  bill calls to accounts that may not be associated with
          the  originating  line.  There  are  three types of ABS calls: calling
          card,  collect  and  third  number  billed  calls.

          1.1.8  AM-IL  -  As  used herein, AM-IL means the applicable SBC-owned
          ILEC  doing  business  in  Illinois.

          1.1.9  AM-IN  -  As  used herein, AM-IN means the applicable SBC-owned
          ILEC  doing  business  in  Indiana.

          1.1.10  AM-MI  -  As used herein, AM-MI means the applicable SBC-owned
          doing  business  in  Michigan.

          1.1.11  AM-OH  -  As used herein, AM-OH means the applicable SBC-owned
          ILEC  doing  business  in  Ohio.

          1.1.12  AM-WI  -  As used herein, AM-WI means the applicable SBC-owned
          ILEC  doing  business  in  Wisconsin.

          1.1.13  "APPLICABLE  LAW"  means  all  laws,  statutes,  common  law,
          regulations,  ordinances,  codes,  rules, guidelines, orders, permits,
          tariffs  and approvals, including those relating to the environment or
          health  and  safety,  of  any Governmental Authority that apply to the
          Parties  or  the  subject  matter  of  this  Agreement.

          1.1.14  "AS  DEFINED  IN THE ACT" means as specifically defined by the
          Act.

          1.1.15  "AS DESCRIBED IN THE ACT" means as described in or required by
          the Act.


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          1.1.16 "AUTOMATED MESSAGE ACCOUNTING" (AMA) is a structure inherent in
          switch  technology  that  initially  records Telecommunication message
          information.  AMA  format  is  contained  in  the  Automated  Message
          Accounting  document  published  by  Telcordia  (formerly  known  as
          Bellcore)  as  GR-1100-CORE,  which  defines  and  amends the industry
          standard  for  message  recording.

          1.1.17  "BILLED  NUMBER  SCREENING  (BNS)"  means a validation of toll
          billing  exception  (TBE)  data  and  performance  of public telephone
          checks;  i.e.,  determining  if  a  billed line is a public (including
          those  classified  as  semi-public)  telephone  number.

          1.1.18  "BONA  FIDE  REQUEST"  (BFR)  is  the process described in the
          applicable  Appendix  UNE.

          1.1.19  "BUSINESS DAY" means Monday through Friday, excluding holidays
          on  which  the applicable SBC-owned ILEC does not provision new retail
          services  and  products.

          1.1.20  "BUSY  LINE VERIFICATION" (BLV) means a service whereby an End
          User  requests  an  operator  to  confirm  the  busy status of a line.

          1.1.21  "CABS"  means  the  Carrier  Access  Billing  System.

          1.1.22  "CALLING  CARD SERVICE" means a service that enables a calling
          End  User  to  bill  a telephone call to a calling card number with or
          without  the  help  of  an  operator.

          1.1.23  "CALLING  NAME  DATABASE"  means a Party's database containing
          current  Calling  Name  Information,  including  the  Calling  Name
          Information  of  any  telecommunications company participating in that
          Party's Calling Name Database. A Calling Name Database may be part of,
          or  separate  from,  a  LIDB.

          1.1.24  "CALLING  NAME  DELIVERY  SERVICE (CNDS)" means a service that
          enables  a  terminating  End  User  to identify the calling party by a
          displayed  name before a call is answered. The calling party's name is
          retrieved from a Calling Name Database and delivered to the End User's
          premise  between  the  first and second ring for display on compatible
          End  User  premises  equipment.

          1.1.25 "CALLING NAME INFORMATION" means a Telecommunications Carrier's
          records  of  its  End Users names associated with one or more assigned
          ten-digit  telephone  numbers.


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          1.1.26  "CALLING  NUMBER DELIVERY" means a feature that enables an End
          User  to  view  the directory number of the calling party on a display
          unit.

          1.1.27  "CALLING  PARTY NUMBER" (CPN) means a Signaling System 7 "SS7"
          parameter  whereby  the  ten (10) digit number of the calling Party is
          forwarded  from  the  End  Office.

          1.1.28  "CENTRALIZED  MESSAGE  DISTRIBUTION  SYSTEM"  (CMDS) means the
          transport  system  that  LECs  use  to exchange outcollect and Carrier
          Access  Billing  System  "CABS"  access  messages among each other and
          other  Parties  connected  to  CMDS.

          1.1.29  "CENTRAL OFFICE SWITCH" (CENTRAL OFFICE) is a switching entity
          within  the  public switched telecommunications network, including but
          not  limited  to:

               1.1.29.1  "END  OFFICE  SWITCH"  OR  "END  OFFICE" is a switching
               machine  that directly terminates traffic to and receives traffic
               from  purchasers of local exchange services. An End Office Switch
               does  not  include  a  PBX.

               1.1.29.2  "TANDEM  OFFICE  SWITCH"  OR  "TANDEM(S)"  are  used to
               connect and switch trunk circuits between and among other Central
               Office  Switches.  A  Tandem  Switch  does  not  include  a  PBX.

          1.1.30  "CNAM QUERY" means a LIDB Service Application that allows CLEC
          to query a Calling Name Database for Calling Name Information in order
          to  deliver  that  information  to  CLEC's  local  CNDS  subscribers.

          1.1.31  "CNAM QUERY RATE" means a rate that applies to each CNAM Query
          received  at  the  SCP  where  the  Calling  Name  Database  resides.

          1.1.32  "COLLOCATION"  is  As  Described  in the Act. Terms related to
          collocation  are  defined  in  the  applicable Appendix Collocation or
          applicable  collocation  tariff,  as  appropriate.

          1.1.33  "COMMERCIAL  MOBILE  RADIO  SERVICES"  (CMRS) means Commercial
          Mobile  Radio  Service,  As  Defined  in  the  Act  and  FCC  rules.

          1.1.34  "COMMISSION" means the applicable State agency with regulatory
          authority  over  Telecommunications.  Unless  the  context  otherwise
          requires,  use  of  the  term  "COMMISSIONS" means all of the thirteen
          agencies  listed  in  this  Section.  The  following  is a list of the
          appropriate  State  agencies:


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               1.1.34.1  THE  ARKANSAS  PUBLIC  SERVICE  COMMISSION  (AR-PSC);
               1.1.34.2  THE  PUBLIC  UTILITIES  COMMISSION  OF  THE  STATE  OF
               CALIFORNIA (CA-PUC);
               1.1.34.3  THE  CONNECTICUT  DEPARTMENT  OF PUBLIC UTILITY CONTROL
               (CT-DPUC);
               1.1.34.4  THE  ILLINOIS  COMMERCE  COMMISSION  (IL-CC);
               1.1.34.5  THE  INDIANA  UTILITIES REGULATORY COMMISSION (IN-URC);
               1.1.34.6  THE  KANSAS  CORPORATION  COMMISSION  (KS-CC);
               1.1.34.7  THE  MICHIGAN  PUBLIC  SERVICE  COMMISSION  (MI-PSC);
               1.1.34.8  THE  MISSOURI  PUBLIC  SERVICE  COMMISSION  (MO-PSC);
               1.1.34.9  THE  PUBLIC  UTILITIES  COMMISSION  OF NEVADA (NV-PUC);
               1.1.34.10  THE  PUBLIC  UTILITIES  COMMISSION  OF  OHIO (PUC-OH);
               1.1.34.11  THE  OKLAHOMA  CORPORATION  COMMISSION  (OK-CC);
               1.1.34.12  THE  PUBLIC  UTILITY COMMISSION OF TEXAS (PUC-TX); AND
               1.1.34.13  THE  PUBLIC  SERVICE  COMMISSION OF WISCONSIN (PSC-WI)

          1.1.35  "COMMON  CHANNEL  SIGNALING"  (CCS)  means  an  out-of-band,
          packet-switched,  signaling  network  used  to  transport  supervision
          signals,  control signals, and data messages. It is a special network,
          fully  separate  from  the  transmission  path  of the public switched
          network. Unless otherwise agreed by the Parties, the CCS protocol used
          by  the  Parties  shall  be  SS7.

          1.1.36  "COMMON  LANGUAGE  LOCATION IDENTIFIER" (CLLI) codes provide a
          unique 11-character representation of a network interconnection point.
          The first 8 characters identify the city, state and building location,
          while  the  last  3  characters  identify  the  network  component.

          1.1.37  "CONSEQUENTIAL  DAMAGES" means Losses claimed to have resulted
          from  any  indirect,  incidental,  reliance,  special,  consequential,
          punitive,  exemplary,  multiple  or  any other Loss, including damages
          claimed  to  have  resulted from harm to business, loss of anticipated
          revenues,  savings, or profits, or other economic Loss claimed to have
          been  suffered  not measured by the prevailing Party's actual damages,
          and  regardless of whether the Parties knew or had been advised of the
          possibility  that  such  damages  could  result  in connection with or
          arising  from  anything  said,  omitted,  or done hereunder or related
          hereto,  including  willful  acts  or  omissions.

          1.1.38  "CUSTOMER  USAGE  DATA"  means the Telecommunications Services
          usage  data  of  a  CLEC  End  User  measured  in  minutes, sub-minute
          increments,  message  units,  or  otherwise,  that  is  recorded  by
          SBC-13STATE  and  forwarded  to  CLEC.


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          1.1.39 "CUSTOM LOCAL AREA SIGNALING SERVICE FEATURES" (CLASS FEATURES)
          means certain Common Channel Signaling based features available to End
          Users,  including:  Automatic  Call  Back;  Call  Trace;  Distinctive
          Ringing/Call  Waiting;  Selective  Call  Forward;  and  Selective Call
          Rejection.

          1.1.40  "END  USERS"  means  a  third-party residence or business that
          subscribes  to  Telecommunications  Services  provided  by  any of the
          Parties  at  retail.  As  used  herein,  the term "End Users" does not
          include  any of the Parties to this Agreement with respect to any item
          or  service  obtained  under  this  Agreement.

          1.1.41  "CUSTOMER  NAME AND ADDRESS INFORMATION" (CNA) means the name,
          service  address  and  telephone  numbers of a Party's End Users for a
          particular  Exchange  Area.  CNA  includes nonpublished listings, coin
          telephone  information  and  published  listings.

          1.1.42  "DELAYING  EVENT"  means (a) any failure of a Party to perform
          any of its obligations set forth in this Agreement, caused in whole or
          in  part  by:

               1.1.42.1  the  failure  of  the other Party to perform any of its
               obligations  set  forth  in  this  Agreement,  including  but not
               limited  to  a  Party's  failure  to provide the other Party with
               accurate  and  complete  Service  Orders;

               1.1.42.2  any  delay, act or failure to act by the other Party or
               its  End  User,  agent  or  subcontractor;  or

               1.1.42.3  any  Force  Majeure  Event.

          1.1.43  "DIALING  PARITY"  is  As  Defined in the Act. As used in this
          Agreement, Dialing Parity refers to both Local Dialing Parity and Toll
          Dialing  Parity.

          1.1.44  "DIGITAL SIGNAL LEVEL" is one of several transmission rates in
          the  time-division  multiplex  hierarchy.

               1.1.44.1  "DIGITAL  SIGNAL  LEVEL  0"  (DS-0)  is  the  64  Kbps
               zero-level  signal  in  the  time-division  multiplex  hierarchy.

               1.1.44.2  "DIGITAL  SIGNAL  LEVEL  1"  (DS-1)  is  the 1.544 Mbps
               first-level  signal  in  the  time-division  multiplex hierarchy.

               1.1.44.3  "DIGITAL  SIGNAL  LEVEL  3"  (DS-3)  is the 44.736 Mbps
               third-level  signal  in  the  time-division  multiplex hierarchy.


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               DIGITAL  SUBSCRIBER  LINE"  (DSL) is as defined in the applicable
               Appendix  DSL  and/or  the  applicable  tariff,  as  appropriate.

          1.1.45  "ELECTRONIC  FILE  TRANSFER"  is  any  system  or process that
          utilizes  an  electronic  format  and protocol to send or receive data
          files.

          1.1.46  "ENHANCED  SERVICE  PROVIDER"  (ESP) is a provider of enhanced
          services  as  those  services  are  defined  in 47 CFR Section 64.702.

          1.1.47  "EXCHANGE  ACCESS"  is  As  Defined  in  the  Act.

          1.1.48  "EXCHANGE  AREA" means an area, defined by the Commission, for
          which  a  distinct  local  rate  schedule  is  in  effect.

          1.1.49MESSAGE  INTERFACE"  (EMI)  (formerly  Exchange Message Record -
          EMR)  is  the standard used for exchange of Telecommunications message
          information  among  Telecommunications  Carriers  for  billable,
          non-billable,  sample,  settlement  and  study  data.  EMI  format  is
          contained  in Telcordia Practice BR-010-200-010, CRIS Exchange Message
          Record.

          1.1.50 "EXCHANGE SERVICE" means Telephone Exchange Service, As Defined
          in  the  Act.

          1.1.51  "FEATURE  GROUP  A" (FGA) means calls either originated by, or
          delivered  to,  an  End  User  who  has  purchased switched access FGA
          service from the interstate or intrastate tariffs of either Party. FGA
          also  includes,  but  is not limited to, FGA-like services provided by
          either  Party,  where  calls  are  originated from and/or delivered to
          numbers  which are assigned to a Rate Center within one LATA but where
          the Party receiving the call is physically located in a LATA different
          than  the  LATA  of  the  Party originating the call. The intercarrier
          compensation  mechanism  as well as additional definitions for FGA are
          specified  in  the  appropriate  Appendix  FGA.

          1.1.52  "FEATURE GROUP D" (FG-D) is access available to all customers,
          providing  trunk  side access to a Party's End Office Switches with an
          associated  uniform  101XXXX  access  code  for  customer's  use  in
          originating  and  terminating  communications.

          1.1.53  "FCC"  means  the  Federal  Communications  Commission.

          1.1.55  "FOREIGN  EXCHANGE"  (FX) means a service whereby calls either
          originated  by or delivered to a customer who has purchased FX service
          from  the  state  or  interstate  tariffs  of  either  Party.  FX also
          includes,  but  is  not  limited  to,


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          FX-like  services  provided by either Party where calls are originated
          from  and/or  delivered to numbers which are assigned to a Rate Center
          within  one  local calling area but where the Party receiving the call
          is  physically  located outside of that local calling area. FX service
          can  be  either  interLATA  or  intraLATA.  InterLATA  FX,  where  the
          originating  and receiving parties are physically located in different
          LATAs,  is  considered  equivalent  to  FGA  and  the  intercarrier
          compensation mechanism is the same as FGA. IntraLATA FX, when provided
          by two or more local exchange carriers "LECs", is considered a jointly
          provided service and meet-point billed by those providing it utilizing
          a  mutually  agreed  to meet-point billing, or meet-point billing like
          procedure.

          1.1.56  "GOVERNMENTAL  AUTHORITY"  means  any  federal,  state, local,
          foreign,  or  international court, government, department, commission,
          board,  bureau, agency, official, or other regulatory, administrative,
          legislative,  or judicial authority with jurisdiction over the subject
          matter  at  issue.

          1.1.57  "GROUP  RECORD"  means  information  in  LIDB  and/or the LIDB
          administrative  system  that  is common to all telephone numbers in an
          NPA-NXX  or  all  Special  Billing  Numbers  in  an  NPA-0/1XX.

          1.1.58  "INCUMBENT LOCAL EXCHANGE CARRIER" (ILEC) is As Defined in the
          Act.

          1.1.59  "INTELLECTUAL PROPERTY" means copyrights, patents, trademarks,
          trade  secrets, mask works and all other intellectual property rights.

          1.1.60  "INTEGRATED  SERVICES DIGITAL NETWORK" (ISDN) means a switched
          network  service that provides end-to-end digital connectivity for the
          simultaneous transmission of voice and data. Basic Rate Interface-ISDN
          (BRI-ISDN)  provides  for a digital transmission of two 64 Kbps bearer
          channels  and  one  16  Kbps  data  channel  (2B+D).

          1.1.61  "INTERCONNECTION"  is  As  Defined  in  the  Act.

          1.1.62  "INTEREXCHANGE  CARRIER"  (IXC) means a carrier that provides,
          directly  or  indirectly,  interLATA  or  intraLATA  Telephone  Toll
          Services.

          1.1.63  "INTERLATA"  is  As  Defined  in  the  Act.

          1.1.64  "INTERMEDIATE DISTRIBUTION FRAME" (IDF) is a second frame that
          augments  an existing Main Distribution Frame. Lines or outside cables
          do  not  terminate  on  the  IDF.


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          1.1.65  "INTERNET  SERVICE  PROVIDER"  (ISP)  is  an  Enhanced Service
          Provider  that provides Internet Services, and is defined in paragraph
          341  of  the  FCC's  First  Report  and Order in CC Docket No. 97-158.

          1.1.66  "INTRALATA  TOLL  TRAFFIC" means the IntraLATA traffic between
          two  locations within one LATA where one of the locations lies outside
          of  the  normal  local  calling  area  as  defined  by  the applicable
          Commission.

          1.1.67  "LIDB  EDITOR"  means  a  SCP  tool  that  bypasses  the  LIDB
          administrative  system  and provides emergency access to LIDB for data
          administration.

          1.1.68  "LINE  INFORMATION  DATA  BASE"  (LIDB)  means  a
          transaction-oriented  database  system that functions as a centralized
          repository  for data storage and retrieval. LIDB is accessible through
          CCS  networks.  LIDB  contains  records  associated with End User line
          numbers  and  special billing numbers. LIDB accepts queries from other
          network  elements and provides return result, return error, and return
          reject  responses  as  appropriate.  Examples of information that Data
          Owners  might  store  in  LIDB  and  in  their  Line  Records are: ABS
          Validation  Data,  Originating  Line Number Screening (OLNS) data, ZIP
          Code  data,  and  Calling  Name  Information.

          1.1.69  "LIDB SERVICE APPLICATIONS" means the query types accepted for
          access  to  LIDB  information.

          1.1.70  "LINE  RECORD"  means  information  in  LIDB  and/or  the LIDB
          administrative system that is specific to a single telephone number or
          Special  Billing  Number.

          1.1.71  "LOCAL ACCESS TRANSPORT AREA" (LATA) is As Defined in the Act.

          1.1.72  "LOCAL  EXCHANGE  CARRIER"  (LEC)  is  As  Defined in the Act.

          1.1.73  "LOCAL EXCHANGE ROUTING GUIDE" (LERG) is a Telcordia Reference
          document  used  by  Telecommunications  Carriers  to  identify NPA-NXX
          routing  and  homing  information  as  well  as  Network  element  and
          equipment  designations.

          1.1.74  "LOCAL  CALLS",  for purposes of intercarrier compensation, is
          traffic  where  all  calls are within the same common local and common
          mandatory  local  calling area, i.e., within the same or different SBC
          Exchange(s)  that participate in the same common local mandatory local
          calling  area approved by the applicable state Commission. Local Calls
          must  actually  originate and actually terminate to parties physically
          located within the same common local or common mandatory local calling
          area.


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          1.1.75  "LOCAL  NUMBER  PORTABILITY"  means  the  ability  of users of
          Telecommunications  Services  to  retain,  at  the  same location, the
          presence  of  a  previously  existing  telephone  number(s).

          1.1.76 "LOCATION ROUTING NUMBER" (LRN) is a ten (10) digit number that
          is  assigned  to the network switching elements (Central Office - Host
          and  Remotes as required) for the routing of calls in the network. The
          first six (6) digits of the LRN will be one of the assigned NPA NXX of
          the  switching element. The purpose and functionality of the last four
          (4)  digits of the LRN have not yet been defined but are passed across
          the  network  to  the  terminating  switch.

          1.1.77  "LOCAL SERVICE PROVIDER" (LSP) is the LEC that provides retail
          local  Exchange Service to an End User. The LSP may or may not provide
          any  physical  network components to support the provision of that End
          User's  service.

          1.1.78  "LOSS"  or "LOSSES" means any and all losses, costs (including
          court  costs),  claims,  damages  (including  fines,  penalties,  and
          criminal  or  civil  judgments and settlements), injuries, liabilities
          and  expenses  (including  attorneys'  fees).

          1.1.79  "MECAB" refers to the Multiple Exchange Carrier Access Billing
          document prepared by the Billing Committee of the Ordering and Billing
          Forum "OBF", which functions under the auspices of the Carrier Liaison
          Committee  "CLC  of  the  Alliance  for  Telecommunications  Industry
          Solutions  "ATIS".  The MECAB document, published by ATIS as ATIS/OBF-
          MECAB- Issue 6, February 1998, contains the recommended guidelines for
          the billing of access services provided to an IXC by two or more LECs,
          or  by  one  LEC  in  two  or  more  states  within  a  single  LATA.

          1.1.80  "MECOD"  refers to the Multiple Exchange Carriers Ordering and
          Design  Guidelines for Access Services - Industry Support Interface, a
          document  developed by the Ordering/Provisioning Committee of the OBF,
          which  functions  under  the  auspices  of  the CLC of ATIS. The MECOD
          document,  published  by  ATIS  as  ATIS/OBF- MECAB- Issue 3, February
          1993,  establishes  methods  for  processing orders for access service
          which  is  to  be provided to an IXC by two or more telecommunications
          providers.

          1.1.81  "MEET-POINT  BILLING"  (MPB)  refers to the billing associated
          with  interconnection  of  facilities between two or more LECs for the
          routing  of traffic to and from an IXC with which one of the LECs does
          not  have a direct connection. In a multi-bill environment, each Party
          bills  the


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          appropriate  tariffed  rate  for  its  portion  of  a jointly provided
          Switched  Exchange  Access  Service.

          1.1.82 "MEET-POINT TRUNKS/TRUNK GROUPS" (MPTGS) are used for the joint
          provision of Switched Access services, pursuant to Telcordia Technical
          References  GR-394-CORE  "GR-394"  and GR-317-CORE "GR-317". MPTGs are
          those  between a local End Office and an Access Tandem as described in
          FSD  20-24-0000  and  20-24-0300.

          1.1.83  "MULTIPLE BILL/SINGLE TARIFF" is the meet-point billing method
          where each LEC prepares and renders its own meet point bill to the IXC
          in  accordance  with  its  own  tariff for that portion of the jointly
          provided  Switched  Access  Service which that LEC provides. The MECAB
          documents  refer  to  this method as Multiple Bill/reflecting a single
          tariff  (MM).

          1.1.84  "MUTUAL  COMPENSATION"  is the compensation agreed upon by the
          Parties  for  those  "Local  Calls"  that originate on one network and
          terminate  on  the  other  network.

          1.1.85 "NETWORK DATA MOVER" (NDM) is an industry standard protocol for
          transferring  information  electrically.

          1.1.86  "NETWORK  ELEMENT"  is  As  Defined  in  the  Act.

          1.1.87 "NORTH AMERICAN NUMBERING PLAN" (NANP) A numbering architecture
          in  which  every  station  in  the NANP Area is identified by a unique
          ten-digit  address consisting of a three-digit NPA code, a three digit
          central  office  code of the form NXX, and a four-digit line number of
          the  form  XXXX.

          1.1.88  "NUMBERING  PLAN  AREA" (NPA) also called area code. An NPA is
          the  3-digit  code that occupies the A, B, C positions in the 10-digit
          NANP  format  that  applies  throughout the NANP Area. NPAs are of the
          form NXX, where N represents the digits 2-9 and X represents any digit
          0-9.  In  the  NANP,  NPAs  are  classified  as  either  geographic or
          non-geographic.  a)  Geographic  NPAs  are  NPAs  which  correspond to
          discrete geographic areas within the NANP Area. b) Non-geographic NPAs
          are  NPAs  that  do  not  correspond to discrete geographic areas, but
          which  are  instead  assigned  for  services  with  attributes,
          functionalities,  or  requirements  that transcend specific geographic
          boundaries. The common examples are NPAs in the N00 format, e.g., 800.

          1.1.89  "NUMBER  PORTABILITY"  is  As  Defined  in  the  Act.


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          1.1.90 "NXX" OR "CENTRAL OFFICE CODE" is the three-digit switch entity
          indicator  that  is  defined  by  the fourth through sixth digits of a
          10-digit  telephone  number  within  the  NANP. Each NXX Code contains
          10,000  station  numbers.

          1.1.91  "ORDERING  AND  BILLING  FORUM"  (OBF) is a forum comprised of
          local  telephone  companies  and  inter-exchange  carriers  whose
          responsibility  is  to  create and document Telecommunication industry
          guidelines  and  standards.

          1.1.92  "ORIGINATING  POINT  CODE"  (OPC)  means  a  code  assigned to
          identify  CLEC's system(s) that originate SS7 messages, including LIDB
          Service  Queries.

          1.1.93  "PARTY"  means  either  CLEC or the SBC-owned ILEC; use of the
          term "Party" includes each of the SBC-owned ILEC(s) that is a party to
          this  Agreement. "PARTIES" means both CLEC and the SBC-owned ILEC; use
          of the term "Parties" includes each of the SBC-owned ILEC(s) that is a
          party  to  this  Agreement.

          1.1.94  "PERMANENT  NUMBER PORTABILITY" (PNP) is a long term method of
          providing  LNP  using  LRN.

          1.1.95  "POINT  OF  INTERCONNECTION"  (POI)  is a physical location at
          which  the  Parties'  networks  meet  for  the purpose of establishing
          Interconnection.  POIs  include a number of different technologies and
          technical  interfaces  based  on  the  Parties'  mutual  agreement.

          1.1.96  "PHYSICAL  COLLOCATION"  is  as defined in applicable Appendix
          Collocation  or  applicable  tariff,  where  applicable.

          1.1.97 "RATE CENTER AREA" means the following in each applicable area:

               1.1.97.1  SBC-AMERITECH

                    1.1.97.1.1 "Rate Center" means the specific geographic point
                    that  has been designated by a given LEC as being associated
                    with a particular NPA-NXX code that has been assigned to the
                    LEC  for  its  provision  of Telephone Exchange Service. The
                    Rate  Center  is the finite geographic point identified by a
                    specific  V&H  coordinate,  which  is  used  by  that LEC to
                    measure,  for  billing  purposes,  distance  sensitive


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                    transmission  services  associated  with  the  specific Rate
                    Center.

               1.1.97.2  NEVADA

                    1.1.97.2.1  "Rate  Center"denotes  the  designated  points,
                    representing  exchanges,  (or  locations  outside  exchange
                    areas),  between which mileage measurements are made for the
                    application of interexchange mileage rates. Rate Centers are
                    defined  in  PUC-NV  tariff  A6.2.7.

               1.1.97.3  PACIFIC

                    1.1.97.3.1  "Rate  Center"  denotes  the  designated points,
                    representing  exchanges  or  district  area  (or  locations
                    outside  exchange areas), between which mileage measurements
                    are  made  for  the  application  of  interexchange  and
                    interdistrict  mileage  rates,  as defined by the CA-PUC.A2,
                    2.1.1  Definition  of  Terms.

               1.1.97.4  SNET

                    1.1.97.4.1  "Rate Center means the specific geographic point
                    and  corresponding area that have been identified by a given
                    LEC  as being associated with a particular NPA-NXX code that
                    has  been  assigned to the LEC for its provision of Exchange
                    Services.

               1.1.97.5  SBC-SWBT

                    1.1.97.5.1  "Rate  Center"  means  an  uniquely  defined
                    geographical location within an exchange area (or a location
                    outside  the  exchange  area) for which mileage measurements
                    are  determined  for the application of interstate tariffs."

          1.1.98  "RATING  POINT"  means  the  V&H coordinates associated with a
          particular  telephone  number  for  rating  purposes.

          1.1.99  "REFERENCE  OF  CALLS"  refers to a process by which calls are
          routed  to  an announcement that states the new telephone number of an
          End  User.


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          1.1.100  SBC COMMUNICATIONS INC. (SBC) means the holding company which
          owns  the  following  ILECs:  Illinois Bell Telephone Company, Indiana
          Bell  Telephone Company Incorporated, Michigan Bell Telephone Company,
          Nevada  Bell  Telephone  Company,  The  Ohio  Bell  Telephone Company,
          Pacific  Bell  Telephone  Company,  The Southern New England Telephone
          Company,  Southwestern  Bell Telephone Company, and/or Wisconsin Bell,
          Inc.  d/b/a  Ameritech  Wisconsin.

          1.1.101  SBC-AMERITECH  -  As  used  herein,  SBC-AMERITECH  means the
          applicable  SBC  owned  ILEC(s)  doing  business in Illinois, Indiana,
          Michigan,  Ohio,  and  Wisconsin.

          1.1.102  SBC-7STATE  - As used herein, SBC-7STATE means the applicable
          SBC  owned  ILEC(s)  doing  business  in Arkansas, California, Kansas,
          Missouri,  Nevada,  Oklahoma,  and  Texas.

          1.1.103  SBC-8STATE  - As used herein, SBC-8STATE means the applicable
          SBC owned ILEC(s) doing business in Arkansas, California, Connecticut,
          Kansas,  Missouri,  Nevada,  Oklahoma,  and  Texas.

          1.1.104  SBC-10STATE  -  As  used  herein,  SBC-10STATE  means  an the
          applicable  SBC  owned  ILEC(s)  doing business in Arkansas, Illinois,
          Indiana,  Kansas,  Michigan,  Missouri,  Ohio,  Oklahoma,  Texas,  and
          Wisconsin.

          1.1.105 SBC-12STATE - As used herein, SBC-12STATE means the applicable
          SBC  owned  ILEC(s)  doing business in Arkansas, California, Illinois,
          Indiana,  Kansas,  Michigan,  Missouri, Nevada, Ohio, Oklahoma, Texas,
          and  Wisconsin.

          1.1.106 SBC-13STATE - As used herein, SBC-13STATE means the applicable
          SBC owned ILEC(s) doing business in Arkansas, California, Connecticut,
          Illinois, Indiana, Kansas, Michigan, Missouri, Nevada, Ohio, Oklahoma,
          Texas,  and  Wisconsin.

          1.1.107  "SERVICE  CONTROL  POINT"  (SCP)  is  the  node in the common
          channel  signaling  network  that accepts Queries for certain Database
          services. The SCP is a real time database system that receives Queries
          from  service  platforms,  performs subscriber or application-specific
          service logic, and then sends a Response back to the Query-originating
          platform.  Such  service  platforms  can  be  Service Switching Points
          (SSPs)  or  other  network  nodes  capable  of properly formatting and
          launching  Queries.


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          1.1.108  "SERVICE  MANAGEMENT  SYSTEM"  (SMS) means an off-line system
          used  to  access, create, modify, or update information in a Database.

          1.1.109  "SERVICE  PROVIDER  NUMBER  PORTABILITY" (SPNP) is synonymous
          with  Permanent  Number  Portability  "PNP".

          1.1.110  "SERVICE SWITCHING POINT" (SSP) is a telephone central office
          switch  equipped  with  a  Signaling  System  7  (SS7)  interface.

          1.1.111  "SIGNALING SYSTEM 7" (SS7) means a signaling protocol used by
          the  CCS  Network.

          1.1.112  "SIGNAL  TRANSFER  POINT"  (STP)  performs a packet switching
          function that routes signaling messages among Service Switching Points
          (SSP),  Service Control Points (SCP), Signaling Points (SP), and other
          STPs  in  order  to  set  up calls and to query databases for Advanced
          Services.

          1.1.113 "SLEUTH" means an off-line administration system that monitors
          suspected  occurrences  of  ABS-related  fraud.

          1.1.114  "SPECIAL BILLING NUMBER" SBN means a Line Record in LIDB that
          is based on an NXX-o/1XX numbering format. NXX-0/1XX numbering formats
          are  similar  to NPA-NXX formats except that the fourth digit of a SBN
          is  either  a  zero  (0)  or  a  one  (1).

          1.1.115  "STATE  ABBREVIATION"  means  the  following:

               1.1.115.1  "AR"  means  Arkansas
               1.1.115.2  "CA"  means  California
               1.1.115.3  "CT"  means  Connecticut
               1.1.115.4  "IL"  means  Illinois
               1.1.115.5  "IN"  means  Indiana
               1.1.115.6  "KS"  means  Kansas
               1.1.115.7  "MI"  means  Michigan
               1.1.115.8  "MO"  means  Missouri
               1.1.115.9  "NV"  means  Nevada
               1.1.115.10  "OH"  means  Ohio
               1.1.115.11  "OK"  means  Oklahoma
               1.1.115.12  "TX"  means  Texas
               1.1.115.13  "WI"  means  Wisconsin

          1.1.116  SWBT-AR  -  As  used herein, SWBT-AR means the applicable SBC
          owned  ILEC  doing  business  in  Arkansas.


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          1.1.117  SWBT-KS  -  As  used herein, SWBT-KS means the applicable SBC
          owned  ILEC  doing  business  in  Kansas.

          1.1.118  SWBT-MO  -  As  used herein, SWBT-MO means the applicable SBC
          owned  ILEC  doing  business  in  Missouri.

          1.1.119  SWBT-OK  -  As  used herein, SWBT-OK means the applicable SBC
          owned  ILEC  doing  business  in  Oklahoma.

          1.1.120  SWBT-TX  -  As  used herein, SWBT-TX means the applicable SBC
          owned  ILEC  doing  business  in  Texas.

          1.1.121  "SWITCHED  ACCESS  DETAIL USAGE DATA" means a category 1101xx
          record  as  defined  in  the  EMR  Telecordia Practice BR 010-200-010.

          1.1.122  "SYNCHRONOUS OPTICAL NETWORK" (SONET) is an optical interface
          standard  that  allows  inter-networking of transmission products from
          multiple  vendors.  The  base  rate  is  51.84 Mbps ("OC-1/STS-1") and
          higher  rates are direct multiples of the base rate, up to 13.22 Gbps.

          1.1.123  "TAPE  LOAD  FACILITY"  means  data  entry points at the LIDB
          administrative  system  and/or  the  SCPs  where  LIDB  resides.

          1.1.124  "TELECOMMUNICATIONS"  is  As  Defined  in  the  Act.

          1.1.125  "TELECOMMUNICATIONS  CARRIER"  is  As  Defined  in  the  Act.

          1.1.126  "TELECOMMUNICATIONS  SERVICE"  is  As  Defined  in  the  Act.

          1.1.127  "TELEPHONE  EXCHANGE  SERVICE"  is  As  Defined  in  the Act.

          1.1.128  "TELEPHONE  TOLL  SERVICE"  is  As  Defined  in  the  Act.

          1.1.129  "TOLL  BILLING  EXCEPTION SERVICE" (TBE) means a service that
          allows  End Users to restrict third number billing or collect calls to
          their  lines.

          1.1.130  "TOLL  FREE  SERVICE"  is  service  provided with any dialing
          sequence  that  invokes  toll-free,  800-like, service processing, for
          example  for  illustration  only,  800 or 800-like services. Toll Free
          Service  includes  but  is  not limited to calls placed to 800/888 NPA
          Service  Access  Codes  (SAC).

          1.1.131  "TRANSLATION  TYPE"  means a code in the Signaling Connection
          Control  Part  (SCCP)  of  the  SS7 signaling message. Signal Transfer
          Points (STPs) use Translation Types to identify the routing table used
          to  route  a  LIDB


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          query.  All LIDB queries that use the same Translation Type are routed
          to  the  same  LIDB  for  a particular Line Record or, prior to number
          portability,  for  a  particular  NPA-NXX.

          1.1.132  "TRUNK"  means  a  communication  line  between two switching
          systems.

          1.1.133  "WIRE  CENTER" is the location of one or more local switching
          systems. A point at which End User's loops within a defined geographic
          area  converge.  Such  local  loops  may  be served by one (1) or more
          Central  Office  Switches  within  such  premises.

     1.2  DEFINITIONS  APPLICABLE  TO  (SBC-12STATE)  ONLY
          ------------------------------------------------

          1.2.1  "DATA  BASE  ADMINISTRATION CENTER" (DBAC) means an SBC-12STATE
          location  where  facility and administrative personnel are located for
          administering  LIDB  and/or  Sleuth.

          1.2.2  "DESIGNATED  CENTRAL  OFFICE  DOCUMENT"  (DOCUMENT  DCO)  is  a
          document  that  is referenced in SBC-12STATE Appendix NIM. The purpose
          of  the  DCO  is  to  document  the  physical  architectural  plan for
          interconnection  and  specifies the CLEC Central Offices, CLEC Routing
          Points,  Activation  Dates,  the POI(s) and the applicable SBC-12STATE
          Central  Offices.

          1.2.3  "DIGITAL CROSS CONNECT PANEL" (DSX PANEL) means a cross-connect
          bay  or  panel  used  for  the termination of equipment and facilities
          operating  at  digital  rates.

          1.2.4  "FIBER  MEET"  means  an  Interconnection  architecture  method
          whereby  the  Parties  physically  Interconnect  their networks via an
          optical  fiber  interface (as opposed to an electrical interface) at a
          mutually  agreed upon location, at which one Party's responsibility or
          service  begins  and  the  other  Party's  responsibility  ends.

          1.2.5  "INTERCONNECTION  ACTIVATION  DATE"  is  the  date  that  the
          construction  of  the  joint  facility Interconnection arrangement has
          been  completed,  trunk  groups  have  been  established,  joint trunk
          testing  is  completed  and  trunks have been mutually accepted by the
          Parties.

          1.2.6 "MAIN DISTRIBUTION FRAME" (MDF) is termination frame for outside
          facility and inter-exchange office equipment at the central office for
          DS-0  and  DSL  services.


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          1.2.7 "PLAIN OLD TELEPHONE SERVICE" (POTS) means telephone service for
          the  transmission  of  human  speech.

          1.2.8  "ROUTING POINT" is a location which a LEC has designated on its
          own  network  as  the  homing  or routing point for traffic inbound to
          Exchange  Service  provided  by  the LEC which bears a certain NPA-NXX
          designation.  The  Routing  Point  is  employed  to  calculate mileage
          measurements  for  the distance-sensitive transport element charges of
          Switched  Access  services.  The Routing Point need not be the same as
          the  Rating Point, nor must it be located within the Rate Center area,
          but  must  be  in  the  same  LATA  as  the  NPA-NXX.

     1.3  DEFINITIONS  APPLICABLE  TOSBC-8STATE  ONLY
          -------------------------------------------

          1.3.1  "ACCESSIBLE  LETTERS"  are  correspondence  used to communicate
          pertinent  information  regarding  SBC-8STATE  to  the client/End User
          community.

          1.3.2  "TRUNK-SIDE"  refers to a Central Office Switch connection that
          is  capable  of,  and  has  been  programmed  to  treat the circuit as
          connecting  to  another  switching entity (for example another Central
          Office  switch).  Trunk-Side  connections offer those transmission and
          signaling  features  appropriate  for  the  connection  of  switching
          entities  and  cannot  be  used  for the direct connection of ordinary
          telephone  station  sets.

          1.3.3  "PORT"  is the point of interface/access connection to the SNET
          public  switched  network. This may be a switch line side interface or
          switch  trunk  side  interface.

     1.4  DEFINITIONS  APPLICABLE  TO  SBC-7STATE  ONLY
          -------------------------------------------

          1.4.1  "LINE  SIDE"  refers to End Office switch connections that have
          been  programmed  to  treat the circuit as a local line connected to a
          terminating  station (e.g., an ordinary subscriber's telephone station
          set,  a  PBX,  answering machine, facsimile machine or computer). Line
          Side  connections  offer  only  those transmission and signal features
          appropriate  for  a  connection  between  an  End  Office  and  such
          terminating  station.

          1.4.2  "MID-POINT MEET" is as defined in the appropriate Appendix NIM.
          The  facility  hand  off  point  may  differ from the billing point of
          interconnection.

          1.4.3  "SERVING WIRE CENTER" (SWC) means a Wire Center that serves the
          area  in  which  the  other  Party's  or  a third party's Wire Center,
          aggregation  point,  point  of  termination,  or  point of presence is
          located


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          1.4.4  "CONTROL  OFFICE" means the appropriate exchange carrier center
          or  office designated as its company's single point of contact for the
          provisioning  and  maintenance  of  its  portion  of  interconnection
          arrangements.

          1.4.5  "DATA  INTEREXCHANGE  CARRIER"  (DIXC) is a process designed to
          facilitate  the reciprocal exchange of voice traffic load data between
          the  SBC-7STATE  and  CLECs  interconnecting  with  its  network. This
          reciprocal exchange of data enables SBC-7STATE and each CLEC to have a
          complete  view  of traffic loads on both ends of two-way trunk groups.
          The knowledge of call attempt and overflow data counts on both ends of
          a two-way trunk group enables each company to more accurately estimate
          the  offered,  and thereby better estimate, the required quantities of
          trunks.

          1.4.6  "LOCAL  INTERCONNECTION  TRUNKS/TRUNK  GROUPS" are used for the
          termination of Local Exchange Traffic, pursuant to Telcordia Technical
          Reference  GR-317-CORE  "GR-317.

          1.4.7  "MID-SPAN  MEET" is an interconnection between two LECs whereby
          each  provides its own cable and equipment up to the meet point of the
          cable  facilities.  The  meet  point  is  the demarcation establishing
          ownership  of  and  responsibility  for  each  LEC's  portion  of  the
          transmission  facility.

     1.5  DEFINITIONS  APPLICABLE  TO SNET and SBC-AMERITECH  ONLY
          --------------------------------------------------------

          1.5.1  "CENTRALIZED  AMA"  (CAMA)  is  an  arrangement  where  the AMA
          equipment  is  centralized  in,  for  example, a Tandem and is used by
          offices  that do not have LAMA (Local AMA). The End Office Switch must
          send  ANI  digits to the CAMA office for billing a calling subscriber.

          1.5.2  "INTER-WIRE CENTER TRANSPORT" means the transmission facilities
          between  serving  wire  centers.

     1.6     DEFINITIONS  APPLICABLE  TO SBC-AMERITECH ONLY
             --------------------------------------------

          1.6.1  "AUTOMATIC  ROUTE  SELECTION"  or "ARS" means a service feature
          associated  with  a  specific  grouping  of  lines  that  provides for
          automatic  selection  of  the  least  expensive  or  most  appropriate
          transmission  facility for each call based on criteria programmed into
          the  system.

          1.6.2  "CONTROL  OFFICE"  means  the  Central  Office providing Tandem
          Switching  Capability  for  E9-1-1  calls. The Control Office controls
          switching  of  ANI  information  to  the  PSAP  and  also provides the
          Selective  Routing  feature,  standard  speed  calling  features, call
          transfer  capability  and certain


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          maintenance  functions  for  each PSAP. These definitions appear to be
          related  to  two  different scenarios and will need to remain in tact.

          1.6.3 "ENHANCED LECLINK" is an customer access service to the national
          distribution  of  billing  records via Telcordia's Centralized Message
          Distribution  System  (CMDS).

          1.6.4  "INTEGRATED  DIGITAL  LOOP  CARRIER"  means  a  subscriber loop
          carrier  system that is twenty-four (24) local Loop transmission paths
          combined  into a 1.544 Mbps digital signal which integrates within the
          switch  at  a  DS1  level.

          1.6.5  "LINE SIDE" refers to the switch port toward the CLEC's side of
          the  equipment.

          1.6.6  "LOCAL LOOP TRANSMISSION", "UNBUNDLED LOCAL LOOP", "LOOP" means
          the  transmission path which extends from the Network Interface Device
          or demarcation point at an End User's premise to the Main Distribution
          Frame  or other designated frame or panel in the SBC-AMERITECH Serving
          Wire  Center.

          1.6.7  "SWITCHED  EXCHANGE  ACCESS  SERVICE"  means  the  offering  of
          transmission  or switching cervices to Telecommunications Carriers for
          the  purpose  of  the  origination  or  termination  of telephone toll
          service.  Switched  Exchange Access Services include: Feature Group A,
          Feature  Group  B, Feature Group D, 800/888 access, and 900 access and
          their  successors  or  similar  Switched  Exchange  Access  Services.

     1.7     DEFINITIONS  APPLICABLE  TO SNET ONLY
             -----------------------------------

          1.7.1  "800  SERIES"  is  a Telecommunications Service for business or
          residence  that  allows  calls to be made to a specific location at no
          charge  to  the  calling  party.  Use of the "800" Service Access Code
          (e.g.,  800, 888) denotes calls that are to be billed to the receiving
          party.  A  computer  database in the provider's network translates the
          800  series  number into a conventional 7 or 10 digit phone number for
          network  switching  and  routing.

          1.7.2  "CHARGE NUMBER" is a CCS signaling parameter that refers to the
          number  transmitted through the network identifying the billing number
          of  the  calling  party.

          1.7.3  "CONNNET"  is  a  CT  packet  switching  network  used for data
          communication  to  and  from  hosts  and  databases.


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          1.7.4  "DATABASE  ADMINISTRATIVE  SERVICE  LIDB  OPERATING GUIDELINES"
          (Operating  Guidelines)  means  the  document  developed  by SNET that
          provides  detailed instructions as to the working parameters of SNET's
          provision of the LIDB Administrative System to CLEC, as may be updated
          by  SNET  from  time  to  time.  SNET  shall  provide  such  Operating
          Guidelines  to  CLEC  upon  execution  of  this  Agreement.

          1.7.5  "INITIAL BILLING COMPANY" (IBC) refers to the LEC that provides
          Feature  Group  B  or  D  services  at  an  End  Office.

          1.7.6  "LIDB/AS"  means  the  LIDB  administrative  system  for  SNET.

          1.7.7  "LOOP"  is  a  transmission  path  between the Minimum Point of
          Presence/Entry  (MPOP/E)  at  any  End  User  location  and  the  Main
          Distribution  Frame  (MDF)  or Digital Crossconnect Bay (DSX-1) of the
          SNET  designated  serving  wire  centers.

          1.7.8  "SUBSEQUENT  BILLING COMPANY" refers to SNET when it provides a
          segment  of transport or switching services in connection with Feature
          Group B or D switched access service. (For purposes of this Agreement,
          the  Tandem  operator  is  the  Subsequent  Billing  Company.)

          1.7.9  "SWITCHED  ACCESS  SERVICE" means an offering of facilities for
          the  purpose  of  the origination or termination of traffic from or to
          Exchange  Service  customer  in  a  given  area pursuant to a Switched
          Access  tariff.  Switched  Access  Services  include: Feature Group A,
          Feature Group B, Feature Group D, 800 Series, and 900 access. Switched
          Access  does not include traffic exchanged between LECs for purpose of
          local  exchange  interconnection.

          1.7.10  "UNIVERSAL DIGITAL LOOP CARRIER" (UDLC) describes a DLC system
          that  has  a Central Office terminal channel bank that is connected to
          the  CO  switches  on  the  analog  side.

     1.8     DEFINITIONS  APPLICABLE  TO SBC-SWBT  only
             -----------------------------------------

          1.8.1  "JURISDICTIONAL  IDENTIFICATION PARAMETER" (JIP) is an existing
          six  (6)  digit  (NPA-NXX)  field  in  the  SS7  message.  This  field
          designates  the  first  point  of  switching.  (JIP  is  applicable to
          SBC-SWBT  only)

          1.8.2  "LINE  VALIDATION  ADMINISTRATION SYSTEM" (LVAS) means the LIDB
          administrative  system  for  SBC-SWBT.


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          1.8.3  "ORIGINATING  LINE INFORMATION" (OLI) is an SS7 Feature Group D
          signaling parameter which refers to the number transmitted through the
          network  identifying  the billing number of the calling Party. (OLI is
          applicable  to  SBC-SWBT  only.)

2.     INTERPRETATION,  CONSTRUCTION  AND  SEVERABILITY

     2.1     Definitions
             -----------

          2.1.1  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. Whenever the context may require,
          any  pronoun  shall  include the corresponding masculine, feminine and
          neuter forms. The words "include," "includes" and "including" shall be
          deemed  to  be followed by the phrase "without limitation" and/or "but
          not limited to". 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, or in the absence of their inclusion in the
          Act,  their  customary  usage in the Telecommunications industry as of
          the  Effective  Date.

     2.2     Headings  Not  Controlling
             --------------------------

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

          2.2.2  This  Agreement  incorporates  a  number  of  Appendices which,
          together  with  their  associated Attachments, Exhibits, Schedules and
          Addenda, constitute the entire Agreement between the Parties. In order
          to  facilitate  use and comprehension of the Agreement, the Appendices
          have  been  grouped  under broad headings. It is understood that these
          groupings  are for convenience of reference only, and are not intended
          to  limit  the applicability that any particular appendix, attachment,
          exhibit,  schedule  or  addenda  may  otherwise  have.


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     2.3     Referenced  Documents
             ---------------------
          2.3.1  Unless  the  context  shall otherwise specifically require, and
          subject to SECTION 21, whenever any provision of this Agreement refers
          to  a  technical  reference,  technical  publication,  CLEC  Practice,
          SBC-13STATE  Practice,  any publication of telecommunications industry
          administrative  or  technical  standards,  or  any  other  document
          specifically  incorporated  into  this  Agreement  (collectively,  a
          "REFERENCED  INSTRUMENT"),  it will be deemed to be a reference to the
          then-current  version  or  edition  (including  any  amendments,
          supplements,  addenda,  or  successors)  of each Referenced Instrument
          that  is  in  effect,  and  will  include  the then-current version or
          edition  (including  any  amendments,  supplements,  addenda,  or
          successors)  of  any  other  Referenced  Instrument  incorporated  by
          reference  therein.

     2.4     References
             ----------

          2.4.1  References  herein  to  Sections,  Paragraphs, Exhibits, Parts,
          Schedules,  and  Appendices  shall  be  deemed  to  be  references  to
          Sections,  Paragraphs  and  Parts  of,  and  Exhibits,  Schedules  and
          Appendices  to,  this  Agreement  unless  the  context shall otherwise
          require.

     2.5     Tariff  References
             ------------------

          2.5.1  Wherever  any  Commission  ordered  tariff provision or rate is
          cited  or  quoted  herein, it is understood that said cite encompasses
          any  revisions  or  modifications  to  said  tariff.

          2.5.2  Wherever  any  Commission  ordered  tariff provision or rate is
          incorporated,  cited  or  quoted  herein,  it  is understood that said
          incorporation or reference applies only to the entity within the state
          whose  Commission  ordered  that  tariff.

     2.6     Conflict  in  Provisions
             ------------------------

          2.6.1  In  the  event  of  a  conflict  between the provisions of this
          Agreement  and  the  Act,  the  provisions  of  the  Act shall govern.

          2.6.2  If  any definitions, terms or conditions in any given Appendix,
          Attachment,  Exhibit,  Schedule or Addenda 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 Appendix, Attachment, Exhibit, Schedule or Addenda. In
          particular,  if  an  Appendix contains a Term length that differs from
          the  Term  length  in  the  main  body


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          of  this  Agreement, the Term length of that Appendix will control the
          length  of  time  that  services or activities are to occur under that
          Appendix, but will not affect the Term length of the remainder of this
          Agreement.

          2.6.3  In  SNET only, in the event of a conflict between any provision
          in  this  Agreement  and  any  provision  in  the DPUC-ordered tariffs
          covering  the  services  that  are  the subject of this Agreement with
          SNET,  such  DPUC-ordered  tariffs  will  prevail.

     2.7     Joint  Work  Product
             --------------------

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

     2.8     Severability
             ------------

          2.8.1  If  any  provision  of this Agreement is rejected or held to be
          illegal,  invalid  or  unenforceable,  each  Party  agrees  that  such
          provision shall be enforced to the maximum extent permissible so as to
          effect  the  intent  of  the  Parties,  and the validity, legality and
          enforceability of the remaining provisions of this Agreement shall not
          in any way be affected or impaired thereby. If necessary to effect the
          intent  of  the  Parties, the Parties shall negotiate in good faith to
          amend  this  Agreement  to  replace  the  unenforceable  language with
          enforceable language that reflects such intent as closely as possible.
          The  Parties negotiated the terms and conditions of this Agreement for
          Interconnection,  services and Network Elements as a total arrangement
          and  it  is  intended  to  be  nonseverable.

     2.9     Incorporation  by  Reference
             ----------------------------

          2.9.1  The  General  Terms and Conditions of this Agreement, and every
          Interconnection,  Resale  Service Network Element, function, facility,
          product  or service provided hereunder, shall be subject to all rates,
          terms  and  conditions  contained  in the Appendices to this Agreement
          which  are  legitimately  related  to  such  Interconnection,  Resale
          Service,  Network Element, function, facility, product or service; and
          all  such  rates,  terms  and conditions are incorporated by reference
          herein  and  deemed  a  part of every Interconnection, Resale Service,
          Network  Element,  function,  facility,  product  or  service provided
          hereunder.  Without  limiting  the  general  applicability  of  the
          foregoing, the following terms and conditions of the General Terms and
          Conditions  are  specifically agreed by the Parties to be legitimately
          related  to,  and  to  be  applicable  to,  each  Interconnection,


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          Resale  Service,  Network  Element,  function,  facility,  product  or
          service  provided hereunder: definitions; interpretation, construction
          and  severability;  notice of changes; general responsibilities of the
          Parties;  effective  date,  term  and  termination;  fraud;  deposits;
          billing  and  payment  of  charges;  non-payment  and  procedures  for
          disconnection;  dispute  resolution;  audits;  disclaimer  of
          representations  and  warranties;  limitation of liability; indemnity;
          remedies;  intellectual  property; publicity and use of trademarks and
          service marks; no license; confidentiality; intervening law; governing
          law;  regulatory  approval; changes in End User local exchange service
          provider  selection;  compliance  and  certification; law enforcement;
          relationship  of  the  Parties/independent  contractor; no third Party
          beneficiaries,  disclaimer  of  agency;  assignment;  subcontracting;
          hazardous  substances  and  responsibility  for  environmental
          contamination;  force  majeure; taxes; non-waiver; network maintenance
          and  management;  customer  inquiries; expenses; conflict of interest;
          survival; scope of agreement; amendments and modifications; and entire
          agreement.

     2.10     Non-Voluntary  Provisions
              -------------------------

          2.10.1 This Agreement incorporates certain rates, terms and conditions
          that  were  not  voluntarily  negotiated  by  SBC-13STATE, but instead
          resulted from determinations made in arbitrations under Section 252 of
          the Act or from other requirements of regulatory agencies or state law
          (individually  and  collectively,  a  "Non-Voluntary  Arrangement").
          SBC-13STATE  has  identified  some,  but not all, of the Non-Voluntary
          Arrangements  contained  in  this  Agreement,  by  designating  such
          provisions  with  asterisks.  If  any  Non-Voluntary  Arrangement  is
          modified  as  a  result  of  any  order  or  finding  by  the FCC, the
          appropriate Commission or a court of competent jurisdiction, any Party
          may,  by providing written notice to the other Party, require that any
          affected  Non-Voluntary  Arrangement (and any related rates, terms and
          conditions)  be  deleted or renegotiated, as applicable, in good faith
          and  this Agreement amended accordingly. If such modifications to this
          Agreement  are  not executed within sixty (60) calendar days after the
          date  of  such notice, a Party may pursue its rights under Section 10.

          2.10.2  The  Parties  acknowledge  that the Non-Voluntary Arrangements
          contained  in this Agreement shall not be available in any state other
          than  the  state  that  originally imposed/required such Non-Voluntary
          Arrangement.  By way of example only, the Parties acknowledge that the
          PUCO's  imposition  in Ohio of the Minimum Telephone Service Standards
          (and  all terms and conditions relating thereto) shall not apply in or
          be  "portable  to"  any  state  other  than  Ohio.


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     2.11     State-Specific  Rates,  Terms  and  Conditions
              ----------------------------------------------

          2.11.1  For ease of administration, this multistate Agreement contains
          certain  specified  rates,  terms and conditions which apply only in a
          designated  state  ("STATE-SPECIFIC  TERMS").  To the extent that this
          Agreement  contains  specified rates, terms and conditions which apply
          only  in  a  given  state,  such rates, terms and conditions shall not
          apply  and  shall  have  no effect in any other state(s) to which this
          Agreement  is  submitted for approval under Section 252(e) of the Act.

          2.11.2  State-specific  terms,  as  the phrase is described in Section
          2.11.1  above,  have  been negotiated (or in the case of 2.10.2 above,
          included  in  the agreement per state requirement) by the Parties only
          as  to  the  states  where this Agreement has been executed, filed and
          approved.  When  the  Parties negotiate an agreement for an additional
          state,  neither  Party  shall  be  precluded  by  any language in this
          Agreement from negotiating state-specific terms for the state in which
          are  to  apply.

          2.11.3  SUCCESSOR  RATES. Certain of the rates, prices and charges set
          forth  in the applicable Appendix Pricing have been established by the
          appropriate Commissions in cost proceedings or dockets initiated under
          or  pursuant to the Act. If during the Term that Commission or the FCC
          changes  a rate, price or charge in an order or docket that applies to
          any  of  the  Interconnection,  Resale  Services,  Network  Elements,
          functions,  facilities, products and services available hereunder, the
          Parties  agree  to amend this Agreement to incorporate such new rates,
          prices  and  charges,  with  such  rates,  prices  and  charges  to be
          effective  as of the date specified in such order or docket (including
          giving  effect  to  any  retroactive  application,  if so ordered). If
          either  Party refuses to execute an amendment to this Agreement within
          sixty  (60)  calendar days after the date of such order or docket, the
          other  Party  may  pursue  its  rights  under  Section  10.

     2.12     Scope  of  Obligations

          2.12.1  Notwithstanding  anything  to  the  contrary contained herein,
          SBC-13STATE's  obligations  under  this Agreement shall apply only to:

               2.12.1.1  the  specific  operating  area(s) or portion thereof in
               which  SBC-13  STATE  is then deemed to be the ILEC under the Act
               (THE  "ILEC  TERRITORY"),  and

               2.12.1.2  assets  that  SBC-13STATE  owns or leases and which are
               used  in  connection  with SBC-13STATE's provision to CLEC of any
               Interconnection,  Resale  Services,  Network Elements, functions,


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               facilities,  products  or services provided or contemplated under
               this  Agreement,  the  Act  or  any tariff or ancillary agreement
               referenced  herein  (individually  and  collectively,  THE  "ILEC
               ASSETS").

3.     NOTICE  OF  CHANGES  --  SECTION  251(C)(5)

     3.1 Nothing in this Agreement shall limit either Party's ability to upgrade
     its  network  through  the  incorporation of new equipment, new software or
     otherwise.  Each  Party  agrees to comply with the Network Disclosure rules
     adopted  by  the  FCC  in  CC  Docket  No.  96-98, Second Report and Order,
     codified  at  47 C.F.R. 51.325 through 51.335, as such rules may be amended
     from  time  to  time  (the  "NETWORK  DISCLOSURE  RULES").

4.     GENERAL  RESPONSIBILITIES  OF  THE  PARTIES

     4.1  Upon  approval  by  the  Commission,  CLEC  agrees  to begin providing
     Telephone Exchange Service within its certificated service area to business
     End  Users  within  _____ calendar days and to residential End Users within
     _____  calendar  days.

     4.2  SBC-12STATE  and  CLEC  shall  each use their best efforts to meet the
     Interconnection  Activation  Dates.

     4.3 Each Party is individually responsible to provide facilities within its
     network  that  are  necessary  for  routing,  transporting,  measuring, and
     billing  traffic  from  the  other  Party's network and for delivering such
     traffic to the other Party's network in the standard format compatible with
     SBC-13STATE's  network as referenced in Telcordia BOC Notes on LEC Networks
     Practice  No.  SR-TSV-002275,  and  to terminate the traffic it receives in
     that  standard format to the proper address on its network. The Parties are
     each  solely  responsible for participation in and compliance with national
     network  plans,  including  the  National  Network  Security  Plan  and the
     Emergency  Preparedness  Plan.

     4.4  The  Parties  shall  exchange  technical descriptions and forecasts of
     their  Interconnection  and  traffic  requirements  in  sufficient  detail
     necessary  to  establish  the  Interconnections  required to assure traffic
     completion to and from all End Users in their respective designated service
     areas.

     4.5  Each  Party  is  solely  responsible  for all products and services it
     provides  to  its  End  Users  and  to  other  Telecommunications Carriers.

     4.6  Facilities-based  carriers  and  UNE-based  Switch  Port providers are
     responsible  for  administering  their  End  User  records  in  a  LIDB.


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          4.6.1  PACIFIC reserves the right on one hundred eighty (180) calendar
          days  notice  to require UNE-Based Switch Port providers to administer
          their  End  User  records  in  PACIFIC's  LIDB.

          4.6.2  NEVADA does not have a line information database and/or Calling
          Name  database.  Line  information  database services can be purchased
          from  PACIFIC.

     4.7  At  all times during the term of this Agreement, each Party shall keep
     and  maintain  in  force at its own expense the following minimum insurance
     coverage  and  limits and any additional insurance and/or bonds required by
     Applicable  Law:

          4.7.1 Workers' Compensation insurance with benefits afforded under the
          laws  of  each state covered by this Agreement and Employers Liability
          insurance  with  minimum  limits  of $1,000,000 for Bodily Injury-each
          accident,  $500,000  for  Bodily  Injury  by disease-policy limits and
          $1,000,000  for  Bodily  Injury  by  disease-each  employee.

          4.7.2  Commercial  General Liability insurance with minimum limits of:
          $10,000,000  General  Aggregate  limit;  $5,000,000  each  occurrence
          sub-limit for all bodily injury or property damage incurred in any one
          occurrence;  $1,000,000  each occurrence sub-limit for Personal Injury
          and  Advertising;  $10,000,000 Products/Completed Operations Aggregate
          limit,  with  a  $5,000,000  each  occurrence  sub-limit  for
          Products/Completed  Operations.  Fire  Legal  Liability  sub-limits of
          $2,000,000  are  also required if this Agreement involves collocation.
          The  other  Party  must  be  named  as  an  Additional  Insured on the
          Commercial  General  Liability  policy.

          4.7.3  If  use  of  an  automobile  is  required, Automobile Liability
          insurance with minimum limits of $1,000,000 combined single limits per
          occurrence for bodily injury and property damage, which coverage shall
          extend  to  all  owned,  hired  and  non-owned  vehicles.

          4.7.4 Each Party shall require subcontractors providing services under
          this  Agreement to maintain in force the insurance coverage and limits
          required  in  Sections  4.7  through  4.7.3  of  this  Agreement.

          4.7.5  The  Parties  agree  that  companies  affording  the  insurance
          coverage  required  under  Section  4.7  shall  have a rating of B+ or
          better and a Financial Size Category rating of VII or better, as rated
          in  the A.M. Best Key Rating Guide for Property and Casualty Insurance
          Companies. Upon request from the other Party, each Party shall provide
          to  the  other  Party  evidence  of  such  insurance  coverage.


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          4.7.6  Each  Party  agrees  to  provide  the other Party with at least
          thirty  (30)  calendar  days  advance  written notice of cancellation,
          material  reduction  or  non-renewal  of any of the insurance policies
          required  herein.

          4.7.7  Each  Party  agrees  to  accept  the  other  Party's program of
          self-insurance  in  lieu of insurance coverage if certain requirements
          are  met.  These  requirements  are  as  follows:

               4.7.7.1  The  Party desiring to satisfy its Workers' Compensation
               and  Employers Liability obligations through self-insurance shall
               submit  to the other Party a copy of its Certificate of Authority
               to  Self-Insure  its  Workers' Compensation obligations issued by
               each  state  covered by this Agreement or the employer's state of
               hire;  and

               4.7.7.2  The  Party  desiring to satisfy its automobile liability
               obligations  through  self-insurance  shall  submit  to the other
               Party  a copy of the state-issued letter approving self-insurance
               for  automobile  liability  issued  by each state covered by this
               Agreement;  and

               4.7.7.3  The  Party  desiring  to  satisfy  its general liability
               obligations  through  self-insurance  must  provide  evidence
               acceptable  to  the  other  Party  that  it maintains at least an
               investment  grade  (e.g.,  B+ or higher) debt or credit rating as
               determined  by  a  nationally  recognized  debt  or credit rating
               agency  such  as Moody's, Standard and Poor's or Duff and Phelps.

          4.7.8  This  Section  4.7  is  a  general  statement  of  insurance
          requirements  and  shall be in addition to any specific requirement of
          insurance  referenced  elsewhere  in  this  Agreement  or a Referenced
          Instrument.

     4.8  Upon  CLEC signature of this Agreement, CLEC shall provide SBC-13STATE
     with  CLEC's  state-specific authorized and nationally recognized OCN/AECNs
     for  facilities-based  (Interconnection  and/or unbundled Network Elements)
     and  a  separate  and  distinct  OCN/AECN  for  Resale  Services.

     4.9  In  the  event  that  CLEC  makes any corporate name change (including
     addition or deletion of a d/b/a), change in OCN/AECN, or makes or accepts a
     transfer  or  assignment of interconnection trunks or facilities (including
     leased facilities), or a change in any other CLEC identifier (collectively,
     a  "CLEC  CHANGE"),  CLEC shall submit written notice to SBC-13STATE within
     thirty  (30) calendar days of the first action taken to implement such CLEC
     Change.  Within thirty (30) calendar days following receipt of that notice,
     the  Parties  shall negotiate rates to compensate SBC-13STATE for the costs
     to  be  incurred  by  SBC-13STATE  to


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     make  the  CLEC  Change  to  the applicable SBC-13STATE databases, systems,
     records  and/or recording announcement(s) for CLEC branded/repair calls. In
     addition,  CLEC  shall compensate SBC-13STATE for any service order charges
     and/or  service  request  charges  associated  with  such  CLEC  Change.
     SBC-13STATE's  agreement  to  implement  a  CLEC Change is conditioned upon
     CLEC's agreement to pay all reasonable charges billed to CLEC for such CLEC
     Change.

     4.10  When a End User changes its service provider from SBC-13STATE to CLEC
     or  from  CLEC  to  SBC-13STATE  and does not retain its original telephone
     number, the Party formerly providing service to such End User shall furnish
     a referral announcement ("REFERRAL ANNOUNCEMENT") on the original telephone
     number  that  specifies  the  End  User's  new  telephone  number.

          4.10.1  The  following  pertains  to  AM-IL,  AM-WI  and PACIFIC only:

               4.10.1.1  Referral  Announcements shall be provided by a Party to
               the other Party for the period of time and at the rates set forth
               in  the referring Party's tariff(s); provided, however, if either
               Party  provides  Referral  Announcements  for  a period different
               (either  shorter  or  longer)  than  the  period(s) stated in its
               tariff(s) when its End Users change their telephone numbers, such
               Party shall provide the same level of service to End Users of the
               other  Party.

          4.10.2  The  following  applies  to  AM-IN  only:

               4.10.2.1  Referral  Announcements shall be provided by a Party to
               the  other  Party  for  the  period  specified  in  170  IAC
               7-1.1-11(I)(3)(a)  and  (b)  and  at  the  rates set forth in the
               referring  Party's  tariff(s).  However, if either Party provides
               Referral  Announcements  for  a  period  different than the above
               period(s) when its End Users change their telephone numbers, such
               Party shall provide the same level of service to End Users of the
               other  Party.

          4.10.3  The  following  applies  to  AM-MI  only:

               4.10.3.1  Referral  Announcements shall be provided by a Party to
               the  other  Party  for  the  period  specified  in  Michigan
               Administrative  Rule  484.134  and  at the rates set forth in the
               referring  Party's  tariff(s).  However, if either Party provides
               Referral  Announcements  for  a  period  longer  than  the  above
               period(s) when its End Users change their telephone numbers, such
               Party shall provide the same level of service to End Users of the
               other  Party.


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          4.10.4  The  following  applies  to  AM-OH  only:

               4.10.4.1  Referral  Announcements shall be provided by a Party to
               the  other  Party  for  the  period  of  time  specified  in Rule
               4901:1-5-12,  Ohio Administrative Code and at the rates set forth
               in  the  referring  Party's  tariff(s).  However, if either Party
               provides  Referral  Announcements  for  a  period longer than the
               above  period(s)  when  its  End  Users  change  their  telephone
               numbers,  such  Party  shall provide the same level of service to
               End  Users  of  the  other  Party.

     4.11  Each  Party  shall  be  responsible  for labor relations with its own
     employees.  Each  Party  agrees  to  notify  the  other  Party  as  soon as
     practicable  whenever  such  Party  has  knowledge  that  a  labor  dispute
     concerning  its  employees  is  delaying or threatens to delay such Party's
     timely  performance  of  its  obligations  under  this  Agreement and shall
     endeavor to minimize impairment of service to the other Party (for example,
     by using its management personnel to perform work or by other means) in the
     event  of  a  labor  dispute  to  the  extent  permitted by Applicable Law.

     4.12  Each  Party  shall  act  in  good faith in its performance under this
     Agreement  and,  in  each  case  in which a Party's consent or agreement is
     required or requested hereunder, such Party shall not unreasonably withhold
     or  delay  such  consent  or  agreement.

5.     EFFECTIVE  DATE,  TERM,  AND  TERMINATION

     5.1  This  Effective Date of this Agreement shall be ten (10) calendar days
     after  the  Commission  approves this Agreement under Section 252(e) of the
     Act  or, absent such Commission approval, the date this Agreement is deemed
     approved  under  Section  252(e)(4)  of  the  Act.

     5.2  The  term  of this Agreement shall commence upon the Effective Date of
     this  Agreement and shall expire on September 24, 2001 (the "TERM"). Absent
     the  receipt by one Party of written notice from the other Party within 180
     calendar  days  prior to the expiration of the Term to the effect that such
     Party  does  not  intend to extend the Term, this Agreement shall remain in
     full  force  and  effect  on  and  after  the  expiration of the Term until
     terminated  by  either  Party  pursuant  to  Section  5.3  or  5.4.

     5.3 Notwithstanding any other provision of this Agreement, either Party may
     terminate  this  Agreement and the provision of any Interconnection, Resale
     Services,  Network  Elements,  functions,  facilities, products or services
     provided  pursuant  to  this  Agreement,  at  the  sole  discretion  of the
     terminating  Party,  in  the


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     event  that  the  other  Party  fails  to  perform a material obligation or
     breaches  a  material  term  of this Agreement and the other Party fails to
     cure  such  nonperformance  or  breach within forty-five (45) calendar days
     after written notice thereof. Any termination of this Agreement pursuant to
     this  Section  5.3  shall  take effect immediately upon delivery of written
     notice  to  the  other  Party that it failed to cure such nonperformance or
     breach  within  forty-five (45) calendar days after written notice thereof.

     5.4  If pursuant to Section 5.2, this Agreement continues in full force and
     effect  after  the  expiration of the Term, either Party may terminate this
     Agreement  after  delivering  written  notice  to  the  other  Party of its
     intention  to  terminate  this  Agreement, subject to Sections 5.5 and 5.6.
     Neither  Party  shall have any liability to the other Party for termination
     of  this  Agreement pursuant to this Section 5.4 other than its obligations
     under  Sections  5.5  and  5.6.

     5.5  Upon  termination  or  expiration of this Agreement in accordance with
     Sections  5.2,  5.3  or  5.4:

          5.5.1  Each  Party  shall  continue to comply with its obligations set
          forth  in  Section  42;  and

          5.5.2  Each  Party  shall  promptly  pay  all  amounts owed under this
          Agreement  or  place  any Disputed Amounts into an escrow account that
          complies  with  Section  8.4  hereof;

          5.5.3  Each  Party's  confidentiality  obligations  shall survive; and

          5.5.4  Each  Party  's  indemnification  obligations  shall  survive.

     5.6  If either Party serves notice of expiration pursuant to Section 5.2 or
     Section  5.4, CLEC shall have ten (10) calendar days to provide SBC-13STATE
     written  confirmation  if  CLEC wishes to pursue a successor agreement with
     SBC-13STATE  or  terminate its agreement. CLEC shall identify the action to
     be  taken  on  each  applicable  (13)  state(s). If CLEC wishes to pursue a
     successor  agreement  with  SBC-13STATE,  CLEC  shall attach to its written
     confirmation  or notice of expiration/termination, as applicable, a written
     request to commence negotiations with SBC-13STATE under Sections 251/252 of
     the  Act  and  identify  each  of the state(s) the successor agreement will
     cover.  Upon receipt of CLEC's Section 252(a)(1) request, the Parties shall
     commence  good  faith  negotiations  on  a  successor  agreement

     5.7  The  rates,  terms  and conditions of this Agreement shall continue in
     full  force  and  effect until the earlier of (i) the effective date of its
     successor  agreement,  whether  such successor agreement is established via
     negotiation,  arbitration or pursuant to


                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
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                                             SBC-13STATE/TALK.COM HOLDING, CORP.
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     Section  252(i)  of the Act; or (ii) the date that is ten (10) months after
     the  date  on  which SBC-13STATE received CLEC's Section 252(a)(1) request;
     provided, however, when a successor agreement becomes effective, the terms,
     rates  and  charges  of  such successor Agreement shall apply retroactively
     back  to  the  date  this  Agreement is terminated or expires, whichever is
     later,  and  that the retro-active true-up shall be completed within ninety
     (90)  calendar  days  following  the  effective  date  of  such  successor
     Agreement.

     5.8  If at any time during the Section 252(a)(1) negotiation process (prior
     to  or  after  the  expiration date or termination date of this Agreement),
     CLEC  withdraws  its  Section  252(a)(1)  request, CLEC must include in its
     notice of withdrawal a request to adopt a successor agreement under Section
     252(i)  of the Act or affirmatively state that CLEC does not wish to pursue
     a  successor agreement with SBC-13STATE for a given state. The rates, terms
     and  conditions  of  this Agreement shall continue in full force and effect
     for  a  period  of  ninety  (90) calendar days after the date CLEC provides
     notice  of  withdrawal  of its Section 252(a)(1) request. On the earlier of
     (i) the ninety-first (91st) calendar day following SBC-13STATE's receipt of
     CLEC's  notice  of  withdrawal of its Section 252(a)(1) request or (ii) the
     effective date of the agreement following approval by the COMMISSION of the
     adoption  of an agreement under 252(i) , the Parties shall, have no further
     obligations  under  this Agreement except those set forth in Section 5.5 of
     this  Agreement.

     5.9  If  CLEC  does  not  affirmatively  state  that  it wishes to pursue a
     successor  agreement  with  SBC-13STATE  in  its,  as applicable, notice of
     expiration  or  termination  or  the  written  confirmation  required after
     receipt  of  the SBC-owned ILEC's notice of expiration or termination, then
     the  rates,  terms  and conditions of this Agreement shall continue in full
     force  and  effect for a period of ninety (90) calendar days after the date
     CLEC  provided  or  received  notice  of  expiration or termination. On the
     ninety-first  (91st)  day  following  CLEC  provided  or received notice of
     expiration  or  termination,  the Parties shall have no further obligations
     under  this  Agreement  except  those  set  forth  in  Section  5.5 of this
     Agreement.

     5.10 In the event of termination of this Agreement pursuant to Section 5.9,
     SBC-13STATE  and  CLEC  shall  cooperate in good faith to effect an orderly
     transition  of  service  under  this Agreement; provided that CLEC shall be
     solely  responsible  (from  a  financial,  operational  and  administrative
     standpoint)  to  ensure  that its End Users have been transitioned to a new
     LEC  by  the  expiration  date  or  termination  date  of  this  Agreement.

6.     FRAUD

     6.1  SBC-13STATE  shall not be liable to CLEC for any fraud associated with
     CLEC's End User's account, including 1+ IntraLATA toll, ported numbers, and


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                                             SBC-13STATE/TALK.COM HOLDING, CORP.
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     Alternate  Billing Service (ABS). ABS is a service that allows End Users to
     bill  calls to account(s) that might not be associated with the originating
     line.  There are three types of ABS calls: calling card, collect, and third
     number  billed  calls.

     6.2  The  Parties  agree  to  cooperate  with  one  another to investigate,
     minimize,  and  take  corrective  action  in  cases  of  fraud involving 1+
     IntraLATA  toll  calls,  ABS,  and  ported  numbers.  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.

     6.3 In cases of suspected fraudulent activity by an End User, at a minimum,
     the  cooperation  referenced  in  Section 6.2 will include providing to the
     other  Party,  upon request, information concerning Customers 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.

     6.4  SBC-AMERITECH,  SBC-SWBT,  PACIFIC,  SNET  will  provide  notification
     messages  to  CLEC  on  suspected  occurrences of ABS-related fraud on CLEC
     accounts  stored  in  the  applicable LIDB. PACIFIC will provide such alert
     messages  by e-mail. SBC-AMERITECH, SBC-SWBT AND SNET will provide via fax.

          6.4.1  SBC-SWBT  (ON BEHALF OF ITSELF AND SNET) AND PACIFIC will use a
          Sleuth  system to determine suspected occurrences of ABS-related fraud
          for  CLEC  using the same criteria SBC-SWBT AND PACIFIC use to monitor
          fraud  on  their  respective  accounts.

          6.4.2  CLEC  understands  that  Sleuth  alerts only identify potential
          occurrences of fraud. CLEC understands and agrees that it will need to
          perform  its own investigations to determine whether a fraud situation
          actually exists. CLEC understands and agrees that it will also need to
          determine  what,  if  any,  action  CLEC  should take as a result of a
          Sleuth  alert.

          6.4.3 The Parties will provide contact names and numbers to each other
          for  the exchange of Sleuth alert notification information twenty-four
          (24)  hours  per  day  seven  (7)  days  per  week.

          6.4.4 For each alert notification provided to CLEC, CLEC may request a
          corresponding  thirty-day  (30-day)  historical  report of ABS-related
          query  processing.  CLEC  may  request  up to three reports per alert.


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                                             SBC-13STATE/TALK.COM HOLDING, CORP.
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     6.5  In  SBC-SWBT AND PACIFIC ABS-related alerts are provided to CLEC at no
     additional  charge,  except  as  related  in  6.6  below.

          6.5.1  In  PACIFIC,  1+  IntraLATA  toll  fraud alerts are offered for
          Resale  only  under  the  product  name Traffic Alert Referral Service
          (TARS).  For  TARS,  CLEC  agrees  to  pay  a  recurring usage rate as
          outlined  in  Appendix  Pricing.

     6.6  Traffic  Alert  Referral  Service  ("TARS")  1+  Intra-LATA Toll Fraud
     Monitoring

          6.6.1  For  terms  and  conditions  for  TARS,  see  Appendix  Resale.

          6.6.2  TARS  is  offered  in  PACIFIC  only.

7.     DEPOSITS  (SBC-12STATE)

     7.1  The  deposit  requirements  set  forth  in this Section 7 apply to the
     Resale Services and Network Elements furnished under this Agreement. A CLEC
     furnished  both Resale Services and Network Elements in one (1) state under
     this  Agreement  shall  make two (2) separate deposits for that state, each
     calculated  separately  as  set  forth  below in Sections 7.2 through 7.10,
     inclusive.

     7.2 If CLEC has not established a minimum of twelve (12) consecutive months
     good  credit  history with all SBC-owned ILECs (that is, AMERITECH, NEVADA,
     PACIFIC, SNET AND SWBT) where CLEC is doing or has done business as a local
     service  provider,  CLEC shall remit an initial cash deposit to SBC-12STATE
     prior  to  the  furnishing  of  Resale Services or Network Elements in each
     state  covered  by  this  Agreement.  The  deposit required by the previous
     sentence  shall  be  determined  as  follows:

          7.2.1  for  NEVADA,  PACIFIC  or  SWBT,  if  immediately  prior to the
          Effective  Date, CLEC was not operating as a Local Service Provider in
          a  state covered by this Agreement, the initial deposit for that state
          shall  be  in  the  amount  of  $17,000;  or

          7.2.2  for  NEVADA,  PACIFIC  or  SWBT,  if  immediately  prior to the
          Effective  Date,  CLEC  was operating as a Local Service Provider in a
          state  covered  by this Agreement, the deposit for that state shall be
          in  the amount calculated using the method set forth in Section 7.7 of
          this  Agreement;  or

          7.2.3 for SBC-AMERITECH, subject to external credit check verification
          and/or  financial  statement review, SBC-AMERITECH may require two (2)
          to four (4) months of projected average monthly billings as a deposit.


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                                             SBC-13STATE/TALK.COM HOLDING, CORP.
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          7.2.4  If  CLEC  has  established a minimum of twelve (12) consecutive
          months  good  credit  history  with  all  SBC-owned  ILEC(s) (that is,
          AMERITECH, NEVADA, PACIFIC, SNET and SWBT) with which CLEC is doing or
          has done business as a Local Service Provider, SBC-12STATE shall waive
          the initial deposit requirement; provided, however, that the terms and
          conditions  set  forth  in  Section  7.1  through Section 7.10 of this
          Agreement  shall  continue  to  apply  in each state for the Term . In
          determining  whether  CLEC  has  established  a minimum of twelve (12)
          consecutive  months  good credit history with each SBC-owned ILEC with
          which  CLEC  is doing or has done business, CLEC's payment record with
          each  SBC-owned  ILEC for the most recent twelve (12) months occurring
          within  the  twenty-four  (24)  month  period immediately prior to the
          Effective  Date  shall  be  considered.

     7.3  Any  cash  deposit  for  one  state  shall be held by SBC-12STATE as a
     guarantee  of  payment  of  charges  billed  to  CLEC,  provided,  however,
     SBC-12STATE  may  exercise  its  right to credit any cash deposit to CLEC's
     account  upon  the  occurrence  of  any  one  of  the  following  events:

          7.3.1  when SBC-12STATE sends CLEC the second delinquency notification
          for  that  state  during  the  most  recent  twelve  (12)  months;  or

          7.3.2  when  SBC-12STATE  suspends CLEC's ability to process orders in
          accordance  with  Section  9.6.1.1;  or

          7.3.3  when  CLEC  files  for protection under the bankruptcy laws; or

          7.3.4 when an involuntary petition in bankruptcy is filed against CLEC
          and  is  not  dismissed  within  sixty  (60)  days;  or

          7.3.5  when  this  Agreement  expires  or  terminates;  or

          7.3.6  during the month following the expiration of twelve (12) months
          after  that  cash  deposit  was remitted, SBC-12STATE shall credit any
          cash  deposit to CLEC's account so long as CLEC has not been sent more
          than  one  delinquency  notification  letter for that state during the
          most  recent  twelve  (12)  months.

          7.3.7  For  the  purposes  of  this  Section  7.3,  interest  will  be
          calculated as specified in Section 8.1 and shall be credited to CLEC's
          account  at  the  time  that  the  cash  deposit is credited to CLEC's
          account.


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     7.4  So  long  as  CLEC  maintains  timely  compliance  with  its  payment
     obligations,  SBC-12STATE will not increase the deposit amount required. If
     CLEC  fails  to  maintain  timely  compliance with its payment obligations,
     SBC-12STATE  reserves  the  right  to  require  additional  deposit(s)  in
     accordance  with  Section  7.1  and  Section  7.5  through  Section  7.10.

     7.5  If during the first six (6) months of operations in a state covered by
     this  Agreement,  CLEC has been sent one delinquency notification letter by
     SBC-12STATE,  the deposit amount for that state shall be re-evaluated based
     upon  CLEC's  actual billing totals and shall be increased if CLEC's actual
     billing  average:

          7.5.1  for  NEVADA, PACIFIC or SWBT for a two (2) month period exceeds
          the  deposit  amount  held;  or

          7.5.2 for AMERITECH for a two (2) to four (4) month period exceeds the
          deposit  amount  held.

     7.6  Throughout  the  Term, any time CLEC has been sent two (2) delinquency
     notification  letters  for any one state by SBC-12STATE, the deposit amount
     for  that  state  shall  be  re-evaluated  based upon CLEC's actual billing
     totals  and  shall  be  increased  if  CLEC's  actual  billing  average:

          7.6.1  or  NEVADA,  PACIFIC or SWBT for a two (2) month period exceeds
          the  deposit  amount  held;  or

          7.6.2 for AMERITECH for a two (2) to four (4) month period exceeds the
          deposit  amount  held.

     7.7  Whenever  a  deposit  is  re-evaluated  as specified in Section 7.5 or
     Section  7.6,  such  deposit  shall be calculated in an amount equal to the
     average  billing  to  CLEC  for  that state for a two (2) to four (4) month
     period.  The  most  recent  three  (3)  months  billing  on  all  of CLEC's
     CBAs/ESBAs/ASBS  ("CBA"  is  utilized  in  SWBT only; "ESBA" is utilized in
     PACIFIC and NEVADA only; "ASBS" is utilized in AMERITECH only) and BANs for
     Resale  Services  or  Network  Elements  within that state shall be used to
     calculate  CLEC's  monthly  average.

          7.7.1  In  SBC-7STATE  only, after calculating the amount equal to the
          average billing to CLEC for that state for a two (2) month period, add
          the  amount of any charges that would be applicable to transfer all of
          CLEC's then-existing End-Users of Resale Services to SBC-7STATE in the
          event  of  CLEC's  disconnection  for  non-payment  of  charges.  The
          resulting  sum  is  the  amount  of  the  deposit.


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     7.8  Whenever  a  deposit  is  re-evaluated as specified in Section 7.5 and
     Section  7.6, CLEC shall remit the additional deposit amount to SBC-12STATE
     within  thirty  (30)  calendar days of receipt of written notification from
     SBC-12STATE  requiring  such deposit. If CLEC fails to furnish the required
     deposit  within  thirty  (30)  calendar  days  of receipt of written notice
     requesting  such  deposit, SBC-12STATE shall begin the process set forth in
     Section  9  of  this Agreement for that state. If CLEC continues to fail to
     furnish  the  required  deposit  at  the  expiration  of  the fourteen (14)
     calendar  days specified in Section 9.3 of this Agreement, then SBC-12STATE
     shall  begin  the  procedure(s)  set  forth in Sections 9.5 and 9.6 of this
     Agreement  for  that  state.

     7.9 This cash deposit requirement may be satisfied in whole or in part with
     an  irrevocable bank letter of credit acceptable to SBC-7STATE. No interest
     shall  be  paid  by  SBC-7STATE  for any portion of the deposit requirement
     satisfied  by  an  irrevocable bank letter of credit. SBC-7STATE may demand
     payment from the issuing bank of any irrevocable bank letter of credit upon
     the  occurrence of any of the events listed in Section 7.3.1 through 7.3.4.

     7.10  The  fact that SBC-12STATE holds either a cash deposit or irrevocable
     bank letter of credit does not relieve CLEC from timely compliance with its
     payment  obligations  under  this  Agreement.

     7.11  For  Deposit  requirements  for SNET, see the applicable DPUC ordered
     tariff.

8.     BILLING  AND  PAYMENT  OF  CHARGES

     8.1  Unless otherwise stated, each Party will render monthly bill(s) to the
     other  for  Interconnection,  Resale Services, Network Elements, functions,
     facilities, products and services provided hereunder at the rates set forth
     in  the  applicable Appendix Pricing, as set forth in applicable tariffs or
     other  documents  specifically  referenced  herein  and,  as applicable, as
     agreed  upon  by  the  Parties  or  authorized  by  a  Party.

          8.1.1  Remittance  in  full  of  all  bills rendered by SBC-AMERITECH,
          SBC-SWBT  and  PACIFIC is due within thirty (30) calendar days of each
          bill  date  (the "BILL DUE DATE") and shall be paid in accordance with
          the  terms  of  Section  8.3  of  this  Agreement.

          8.1.2  Remittance  in  full  of all bills rendered by NEVADA is due in
          accordance  with  the  terms  set forth in the Commission C2-A Tariff,
          with the date on which amounts are due referred to herein as the "BILL
          DUE  DATE".


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          8.1.3  Remittance  in  full  of  all  bills rendered by SNET is due in
          accordance  with the terms set forth in the Connecticut Access Service
          Tariff  approved  by  the DPUC, with the date on which amounts are due
          referred  to  herein  as  the  "BILL  DUE  DATE".

          8.1.4  Remittance  in full of all bills rendered by CLEC is due within
          thirty  (30)  calendar  days  of each bill date (the "BILL DUE DATE").

          8.1.5  If  CLEC fails to remit payment for any charges for services by
          the  Bill  Due  Date,  or  if a payment or any portion of a payment is
          received  from  CLEC  after  the Bill Due Date, or if a payment or any
          portion  of  a  payment is received in funds which are not immediately
          available  to  SBC-13STATE  as  of the Bill Due Date (individually and
          collectively,  "PAST  DUE"),  then  a  late  payment  charge  shall be
          assessed  as  provided  in  Sections  8.1.5.1  through  8.1.5.3,  as
          applicable.

               8.1.5.1  If  any  charge  incurred  under  this Agreement that is
               billed  out  of  any  SBC-8STATE  billing  system  other than the
               SBC-SWBT  Customer Records Information System (CRIS) is Past Due,
               the  unpaid  amounts  shall  bear interest from the Bill Due Date
               until paid at the lesser of (i) the rate used to compute the Late
               Payment  Charge  in  the  applicable SBC-8STATE intrastate access
               services  tariff  in  that  state  and  (ii)  the highest rate of
               interest  that  may  be  charged under Applicable Law, compounded
               daily  from  the Bill Due Date to and including the date that the
               payment  is  actually  made  and  available.

               8.1.5.2  If  any  charge  incurred  under  this Agreement that is
               billed  out  of  SBC-SWBT's  CRIS is Past Due, the unpaid amounts
               shall  bear  interest  from  the  Bill  Due  Date until paid. The
               interest  rate  applied  to  SBC-SWBT CRIS-billed Past Due unpaid
               amounts  shall  be the lesser of (i) the rate used to compute the
               Late  Payment  Charge  contained  in  the  applicable  SBC-SWBT
               intrastate  retail  Commission-approved  tariff  governing  Late
               Payment  Charges to SBC-SWBT's retail End Users that are business
               End  Users  in  that  state and (ii) the highest rate of interest
               that  may  be charged under Applicable Law, compounded daily from
               the  Bill  Due Date to and including the date that the payment is
               actually  made  and  available.

               8.1.5.3  If  any  charge  incurred  under  this Agreement that is
               billed  out  of any SBC-AMERITECH billing system is Past Due, the
               unpaid  amounts  shall  accrue interest from the Bill Due Date at
               the  lesser  of  (i) one and one-half percent (1 %) per month and
               (ii)  the


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               highest  rate  of  interest  that may be charged under Applicable
               Law, compounded daily from the Bill Due Date to and including the
               date  that  the  payment  is  actually  made  and  available.

     8.2 If any charge incurred by SBC-12STATE under this Agreement is Past Due,
     the  unpaid  amounts shall bear interest from the Bill Due Date until paid.
     The  interest  rate  applied  shall  be  the lesser of (i) the rate used to
     compute  the  Late Payment Charge contained in the applicable SBC-12STATE's
     intrastate  access  services tariff in that state and (ii) the highest rate
     of interest that may be charged under Applicable Law, compounded daily from
     the  Bill  Due  Date to and including the date that the payment is actually
     made  and  available.

     8.3 CLEC shall make all payments to SBC-12STATE via electronic funds credit
     transfers through the Automated Clearing House Association (ACH) network to
     the financial institution designated by SBC-12STATE. Remittance information
     will  be communicated together with the funds transfer via the ACH network.
     CLEC  shall  use  the CCD+ or the CTX transaction set. CLEC and SBC-12STATE
     shall  abide  by  the National Automated Clearing House Association (NACHA)
     Rules  and  Regulations.  Each  ACH  credit  transfer  shall be received by
     SBC-12STATE  no  later  than the Bill Due Date of each bill or Late Payment
     Charges  will  apply.  SBC-12STATE  shall  not  be liable for any delays in
     receipt  of  funds  or  errors  in entries caused by CLEC or Third Parties,
     including  CLEC's  financial  institution.  CLEC is responsible for its own
     banking  fees.

          8.3.1  CLEC  shall make all payments to SNET in "immediately available
          funds."  All  payments  to SNET shall be made using one of the methods
          set  forth  in  the  Connecticut Access Service Tariff approved by the
          CT-DPUC or via electronic funds credit transfers through the Automated
          Clearing  House Association (ACH) network to the financial institution
          designated  by  SNET. If CLEC makes payment through funds transfer via
          the  ACH network, remittance information will be communicated together
          with  the  funds  transfer  via the ACH network. If CLEC makes payment
          through funds transfer via the ACH network, CLEC shall use the CCD+ or
          the  CTX  transaction  set.  CLEC and SNET shall abide by the National
          Automated  Clearing  House  Association (NACHA) Rules and Regulations.
          Each payment shall be received by SNET no later than the Bill Due Date
          of  each  bill  or  Late Payment Charges will apply. SNET shall not be
          liable  for any delays in receipt of funds or errors in entries caused
          by CLEC or Third Parties, including CLEC's financial institution. CLEC
          is  responsible  for  its  own  banking  fees.

     8.4  If  any  portion of an amount due to a Party (the "BILLING PARTY") for
     Resale  Services  or  Network Elements under this Agreement is subject to a
     bona  fide  dispute  between the Parties, the Party billed (the "NON-PAYING
     PARTY")  shall,


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     prior to the Bill Due Date, give written notice to the Billing Party of the
     amounts it disputes ("DISPUTED AMOUNTS") and include in such written notice
     the  specific details and reasons for disputing each item listed in Section
     10.4.1.  The Non-Paying Party shall pay when due (i) all undisputed amounts
     to  the  Billing  Party,  and  (ii)  all  Disputed Amounts into an interest
     bearing escrow account with a Third Party escrow agent mutually agreed upon
     by  the  Parties.  To be acceptable, the Third Party escrow agent must meet
     all  of  the  following  criteria:

          8.4.1  The  financial  institution  proposed as the Third Party escrow
          agent  must  be  located  within  the  continental  United  States;

          8.4.2  The  financial  institution  proposed as the Third Party escrow
          agent  may  not  be  an  Affiliate  of  either  Party;  and

          8.4.3  The  financial  institution  proposed as the Third Party escrow
          agent  must  be  authorized  to  handle Automatic Clearing House (ACH)
          (credit  transactions)  (electronic  funds)  transfers.

          8.4.4  In  addition  to the foregoing requirements for the Third Party
          escrow  agent,  the  disputing  Party  and  the  financial institution
          proposed  as  the  Third Party escrow agent must agree that the escrow
          account  will  meet  all  of  the  following  criteria:

               8.4.4.1  The  escrow account must be an interest bearing account;

               8.4.4.2  All  charges associated with opening and maintaining the
               escrow  account  will  be  borne  by  the  disputing  Party;

               8.4.4.3  That none of the funds deposited into the escrow account
               or  the interest earned thereon may be subjected to the financial
               institution's  charges  for  serving  as  the  Third Party escrow
               agent;

               8.4.4.4  All  interest  earned  on deposits to the escrow account
               shall  be  disbursed to the Parties in the same proportion as the
               principal;  and

               8.4.4.5 Disbursements from the escrow account shall be limited to
               those:

                    8.4.4.5.1  authorized in writing by both the disputing Party
                    and  the  Billing  Party  (that  is,  signature(s)  from
                    representative(s)  of  the  disputing  Party  only  are  not
                    sufficient  to  properly  authorize  any  disbursement);  or


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                    8.4.4.5.2  made in accordance with the final, non-appealable
                    order of the arbitrator appointed pursuant to the provisions
                    of  Section  10.7;  or

                    8.4.4.5.3  made in accordance with the final, non-appealable
                    order  of  the  court  that  had  jurisdiction  to enter the
                    arbitrator's  award  pursuant  to  Section  10.7.

     8.5  Disputed Amounts in escrow shall be subject to Late Payment Charges as
     set  forth  in  Section  8.1.

     8.6 Issues related to Disputed Amounts shall be resolved in accordance with
     the procedures identified in the Dispute Resolution provisions set forth in
     Section  10.

     8.7  If  the  Non-Paying  Party disputes any charges for Resale Services or
     Network  Elements  and  any  portion of the dispute is resolved in favor of
     such  Non-Paying  Party,  the Parties shall cooperate to ensure that all of
     the  following  actions  are  taken:

          8.7.1  the  Billing  Party  shall credit the invoice of the Non-Paying
          Party  for  that  portion of the Disputed Amounts resolved in favor of
          the  Non-Paying Party, together with any Late Payment Charges assessed
          with  respect thereto no later than the second Bill Due Date after the
          resolution  of  the  Dispute;

          8.7.2  within  fifteen  (15)  calendar  days  after  resolution of the
          Dispute,  the  portion  of  the  escrowed Disputed Amounts resolved in
          favor  of  the  Non-Paying  Party  shall be released to the Non-Paying
          Party,  together  with  any  accrued  interest  thereon;

          8.7.3  within  fifteen  (15)  calendar  days  after  resolution of the
          Dispute,  the portion of the Disputed Amounts resolved in favor of the
          Billing  Party  shall  be released to the Billing Party, together with
          any  accrued  interest  thereon;  and

          8.7.4  no  later  than the third Bill Due Date after the resolution of
          the dispute regarding the Disputed Amounts, the Non-Paying Party shall
          pay  the  Billing  Party  the difference between the amount of accrued
          interest  such Billing Party received from the escrow disbursement and
          the  amount  of Late Payment Charges such Billing Party is entitled to
          receive  pursuant  to  Section  8.1.


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     8.8  Failure  by  the  Non-Paying Party to pay any charges determined to be
     owed to the Billing Party within the time specified in Section 8.6 shall be
     grounds  for  termination  of  this  Agreement.

     8.9     Exchange  of  Billing  Message  Information
             -------------------------------------------

          8.9.1  SBC-13  STATE  will  provide  CLEC  a specific Daily Usage File
          ("DUF"  OR  "USAGE  EXTRACT")  for Resale Services and Network Element
          usage  sensitive  services provided hereunder ("CUSTOMER USAGE DATA").
          Such  Customer  Usage  Data  shall  be  provided  by  SBC-13STATE  in
          accordance  with Exchange Message Interface (EMI) guidelines supported
          by  OBF.  Any exceptions to the supported formats will be noted in the
          DUF  implementation  requirements documentation for each ILEC. The DUF
          shall  include  (i) specific daily usage, including both Local Traffic
          (if  and  where applicable) and LEC-carried IntraLATA Toll Traffic, in
          EMI  format  for usage sensitive services furnished in connection with
          each  Resale  Service  and  Network Element to the extent that similar
          usage  sensitive  information  is  provided  to  retail  End  Users of
          SBC-13STATE  within  that state, (ii) with sufficient detail to enable
          CLEC  to  bill its End Users for usage sensitive services furnished by
          SBC-13STATE  in  connection  with Resale Services and Network Elements
          provided by SBC-13STATE. Procedures and processes for implementing the
          interfaces  with  SBC-AMERITECH,  PACIFIC,  NEVADA, SNET, and SBC-SWBT
          will  be  included  in  implementation  requirements  documentation.

          8.9.2  To establish file transmission for the DUF, CLEC must provide a
          separate  written  request  for  each state to SBC-AMERITECH, PACIFIC,
          NEVADA,  SNET and SBC-SWBT no less than sixty (60) calendar days prior
          to  the  desired  first  transmission  date  for  each  file.

          8.9.3 Call detail for LEC-carried calls that are alternately billed to
          CLEC  End  Users will be forwarded to CLEC as rated call detail on the
          DUF.

          8.9.4  SBC-SWBT  shall  bill  CLEC  for  DUF  furnished by SBC-SWBT in
          accordance  with  the  price(s)  provided  in  the applicable Appendix
          Pricing  under  "Electronic  Billing  Information."

          8.9.5 Interexchange call detail on Resale Services or Network Elements
          (ports)  that  is  forwarded  to  SBC-13STATE for billing, which would
          otherwise  be  processed by SBC-13STATE for its retail End Users, will
          be  returned  to  the IXC and will not be passed through to CLEC. This
          call  detail  will  be  returned  to  the  IXC with a transaction code
          indicating  that  the  returned call originated from a resold account.
          Billing  for  Information  Services  and


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          other  ancillary  services  traffic  on  Resale  Services  and Network
          Elements  (ports)  will be passed through when SBC-13STATE records the
          message.

          8.9.6  SBC-AMERITECH,  NEVADA  and PACIFIC Ancillary Services messages
          originated  on or billed to a Resale Service or Network Element (port)
          in  those  seven  (7)  states shall be subject to the rates, terms and
          conditions  of  Appendix  MESSAGE  EXCHANGE.

          8.9.7  CLEC shall be responsible for providing all billing information
          to  each  of its End Users, regardless of the method used to provision
          the  End  User's  service.

9.     NONPAYMENT  AND  PROCEDURES  FOR  DISCONNECTION

     9.1 Unless otherwise specified therein, Sections 9.1, 9.2, 9.3, 9.4 and 9.5
     shall  apply to all charges billed for all services Interconnection, Resale
     Services,  Network  Elements,  functions, facilities, products and services
     furnished  under  this  Agreement.  Section  9.6 shall apply only to Resale
     Services  and  Network  Elements  furnished  under  this  Agreement.

          9.1.1  If  a  Party  is  furnished  services  under  the terms of this
          Agreement  in  more  than  one  (1)  state,  Sections 9.1 through 9.7,
          inclusive,  shall  be  applied  separately  for  each  such  state.

     9.2  Failure  to  pay  charges  may  be  grounds  for  disconnection  of
     Interconnection,  Resale Services, Network Elements, functions, facilities,
     products  and  services furnished under this Agreement. If a Party fails to
     pay  by  the  Bill  Due  Date,  any and all charges billed to it under this
     Agreement,  including  any  Late  Payment  Charges or miscellaneous charges
     ("UNPAID  CHARGES"),  and  any portion of such Unpaid Charges remain unpaid
     after  the  Bill  Due  Date,  the Billing Party shall notify the Non-Paying
     Party  in writing that in order to avoid disruption or disconnection of the
     applicable  Interconnection,  Resale Services, Network Elements, functions,
     facilities,  products  and  services  furnished  under  this Agreement, the
     Non-Paying  Party  must  remit  all  Unpaid  Charges  to the Billing Party.

          9.2.1  With  respect  to  Resale  Services  and  Network  Elements,
          SBC-13STATE  will notify CLEC of any Unpaid Charges that remain unpaid
          fifteen  (15) calendar days after the Bill Due Date and that CLEC must
          remit  payment within fourteen (14) calendar days following receipt of
          SBC-13STATE's  notice.


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     9.3  If  the  Non-Paying Party desires to dispute any portion of the Unpaid
     Charges,  the  Non-Paying Party shall take all of the following actions not
     later  than  fourteen  (14)  calendar days following receipt of the Billing
     Party's  notice  of  Unpaid  Charges:

          9.3.1  notify  the  Billing  Party  in writing which portion(s) of the
          Unpaid  Charges  it  disputes,  including  the  total  amount disputed
          ("DISPUTED AMOUNTS") and the specific details listed in Section 10.4.1
          of  this  Agreement,  together  with  the reasons for its dispute; and

          9.3.2  immediately  pay  to  the  Billing  Party all undisputed Unpaid
          Charges;  and

          9.3.3 pay all Disputed Amounts relating to Resale Services and Network
          Elements  into  an  interest bearing escrow account that complies with
          the  requirements  set  forth  in  Section  8.4.

          9.3.4  With  respect to Resale Services and Network Elements, evidence
          that  the  Non-Paying Party has established an interest bearing escrow
          account  that  complies with all of the terms set forth in Section 8.4
          and  deposited  a  sum equal to the Disputed Amounts into that account
          must  be furnished to the Billing Party before the Unpaid Charges will
          be  deemed  to  be  "disputed"  under  Section  10  of this Agreement.

     9.4 Issues related to Disputed Amounts shall be resolved in accordance with
     the  procedures identified in the Dispute Resolution provision set forth in
     Section  10.

     9.5  SBC-AMERITECH  ONLY

          9.5.1  Notwithstanding  anything  to  the  contrary  herein,  if  the
          Non-Paying  Party  fails to (i) pay any undisputed amounts by the Bill
          Due  Date,  (ii)  pay  the disputed portion of a past due bill into an
          interest-bearing escrow account with a Third Party escrow agent, (iii)
          pay  any revised deposit or (iv) make a payment in accordance with the
          terms  of  any  mutually  agreed upon payment arrangement, the Billing
          Party  may,  in addition to exercising any other rights or remedies it
          may  have  under  Applicable  Law,  provide  written  demand  to  the
          Non-Paying  Party  for  failing  to  comply with the foregoing. If the
          Non-Paying  Party  does not satisfy the written demand within five (5)
          Business  Days of receipt, the Billing Party may exercise any, or all,
          of  the  following  options:

               9.5.1.1  assess  a  late  payment charge and where appropriate, a
               dishonored  check  charge;


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               9.5.1.2  require  provision  of a deposit or increase an existing
               deposit  pursuant  to  a  revised  deposit  request;

               9.5.1.3 refuse to accept new, or complete pending, orders; and/or

               9.5.1.4  discontinue  service.

          9.5.2  Notwithstanding anything to the contrary in this Agreement, the
          Billing  Party's  exercise  of  any  of  the  above  options:

               9.5.2.1  shall  not  delay  or  relieve  the  Non-Paying  Party's
               obligation  to  pay  all  charges on each and every invoice on or
               before  the  applicable  Bill  Due  Date,  and

               9.5.2.2  Sections  9.5.1.3 and 9.5.1.4 shall exclude any affected
               order  or  service  from  any  applicable performance interval or
               Performance  Benchmark.

          9.5.3  Once  disconnection has occurred, additional charges may apply.

     9.6     SBC-7STATE  ONLY

          9.6.1  If  any  Unpaid Charges for Resale Services or Network Elements
          remain  unpaid  and undisputed twenty-nine (29) calendar days past the
          Bill Due Date of such Unpaid Charges, SBC-7STATE shall notify CLEC and
          the  Commission  in  writing that unless all Unpaid Charges for Resale
          Services  and  Network  Elements are paid within sixteen (16) calendar
          days  following  CLEC's  receipt  of  such notice, the Resale Services
          and/or  Network  Elements  furnished  to CLEC under this Agreement for
          which Unpaid Charges are outstanding (i.e., delinquent and undisputed)
          shall  be  disconnected.  This  notice  shall  further  specify  that
          SBC-7STATE  shall  cause  any  of CLEC's End Users provisioned through
          Resale  Services  to  be  defaulted  to  SBC-7STATE  local  service.

               9.6.1.1  On  the  same  day  that it sends the letter required by
               Section  9.6.1,  SBC-7STATE  will  suspend  acceptance of any new
               order  and  completion  of  any  pending  order  (other  than  a
               disconnect  order)  from  CLEC  for any Resale Service or Network
               Element  that  could  be  furnished  under  this  Agreement.

               9.6.1.2  Section  9.6.1.1  shall  exclude  any affected order for
               Resale  Services  or  Network  Elements  from  any  applicable
               performance  interval  and  computation  of  any  Performance
               Measurement.


                                        GENERAL TERMS AND CONDITIONS-SBC-13STATE
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          9.6.2  If  any  Unpaid Charges for Resale Services or Network Elements
          remain  unpaid  and  undisputed forty (40) calendar days past the Bill
          Due  Date  of  the  Unpaid  Charges,  CLEC shall, at its sole expense,
          notify  its  End  Users and the Commission that the End Users' service
          may  be  disconnected due to CLEC's failure to pay Unpaid Charges, and
          that  its  End  Users  must  affirmatively  select a new Local Service
          Provider  within five (5) calendar days. This notice shall also advise
          CLEC's  End  Users provisioned through Resale Services that SBC-7STATE
          will  transfer provisioning of the End User's account to SBC-7STATE at
          the end of the five (5) calendar day period should the Resale End User
          fail  to  select  a  new  Local  Service  Provider  in  the  interim.

          9.6.3  If  any  Unpaid Charges for Resale Services or Network Elements
          furnished  to  CLEC  under this Agreement remain unpaid and undisputed
          forty-five  (45)  calendar  days past the Bill Due Date of such Unpaid
          Charges,  SBC-7STATE  shall  disconnect  such  Resale  Services and/or
          Network  Elements.

               9.6.3.1  On  the  same  date  that  these  Resale  Services  are
               disconnected,  SBC-7STATE  shall cause such End Users provisioned
               through  Resale  Services  to  be  transferred  directly  to
               SBC-7STATE's  local  service.  To  the extent available at retail
               from SBC-7STATE, the Resale End Users transferred to SBC-7STATE's
               local  service  shall  receive the same services provided through
               CLEC  immediately  prior  to  the  time  of  transfer;  provided,
               however,  SBC-7STATE  reserves  the  right to toll restrict (both
               interLATA  and  intraLATA)  such  transferred  End  Users.

               9.6.3.2  Applicable  conversion charges and service establishment
               charges  for  transferring  End  Users from CLEC to SBC-7STATE as
               specified  in  this  Section  9.6  shall  be  billed  to  CLEC.

               9.6.3.3  SBC-7STATE  shall  inform the Commission of the names of
               all  Resale  End  Users  transferred  through  this  process.

          9.6.4  Within five (5) calendar days of the transfer, SBC-7STATE shall
          notify all transferred Resale End Users that because of CLEC's failure
          to  pay  SBC-7STATE,  their  local  service  is  now being provided by
          SBC-7STATE.  SBC-7STATE  shall also notify each transferred Resale End
          User  that  the End User has thirty (30) calendar days to select a new
          Local  Service  Provider.

          9.6.5  Within  twenty  (20)  calendar  days of transfer, SWBT-KS shall
          again  notify  all transferred Resale End Users who have not exercised
          their  option  to  select a new Local Service Provider that because of
          CLEC's  failure  to  pay


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          SWBT-KS, their local service is now being provided by SWBT-KS. SWBT-KS
          shall  also  notify the End Users that they have fifteen (15) calendar
          days  remaining  to  select  a  local  service  provider.

          9.6.6  If  any  End  User  transferred  to  SBC-7STATE's local service
          pursuant  to  Section  9.6.3  of  this Agreement fails to select a new
          Local  Service  Provider  within  thirty  (30)  calendar  days  of the
          transfer to SBC-7STATE's local service, SBC-7STATE shall terminate the
          transferred  End  User's  service.

               9.6.6.1 The transferred End User shall be responsible for any and
               all  charges  incurred  during  the  selection  period.

               9.6.6.2  SBC-7STATE  shall  notify the Commission of the names of
               all  transferred  End  Users  whose  service  has been terminated
               pursuant  to  this  Section 9.6.5

          9.6.7  SBC-7STATE  may  discontinue  service  to  CLEC  as provided in
          Section  9.6.3 and shall have no liability to CLEC or CLEC's End Users
          in the event of such disconnection or any transfer of Resale End Users
          to  SBC-7STATE  service  in  connection  with  such  disconnection.

          9.6.8  Nothing  in  this  Agreement  shall  be interpreted to obligate
          SBC-7STATE  to continue to provide service to any transferred End User
          beyond  the  thirty (30) calendar day selection period. Nothing herein
          shall  be  interpreted  to  limit  any  and  all  disconnection rights
          SBC-7STATE  has  with  regard  to  such  transferred  End  Users under
          Applicable  Law;  provided,  however,

               9.6.8.1  in  PACIFIC  only, following expiration of the selection
               period  and  disconnection  of  such transferred End Users, where
               facilities  permit,  PACIFIC  will  furnish  transferred  and
               subsequently  disconnected residential End Users with "quick dial
               tone."

          9.6.9 Once the letter required by Section 9.6.1 has been sent to CLEC,
          SBC-7STATE  shall not accept any order (other than a disconnect order)
          relating  to  Resale  Services  or  Network  Elements  from CLEC until

               9.6.9.1  All  Unpaid  Charges  are  paid,  and

               9.6.9.2  CLEC  has furnished SBC-7STATE a cash deposit calculated
               pursuant  to  the  terms  and  conditions  of  Section  7.


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     9.7     SNET  ONLY

          9.7.1  For  nonpayment  and procedures for disconnection for SNET, see
          the  applicable  DPUC  ordered  tariff.

10.     DISPUTE  RESOLUTION

     10.1     Finality  of  Disputes
              ----------------------

          10.1.1  Except  as  otherwise  specifically  provided  for  in  this
          Agreement,  no  claim may be brought for any dispute arising from this
          Agreement  more  than  twenty-four  (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.

          10.1.2  Notwithstanding  anything  contained  in this Agreement to the
          contrary,  a Party shall be entitled to dispute only those charges for
          which  the  Bill  Due  Date  occurred  within  the  twelve (12) months
          immediately  preceding  the  date  on  which  the other Party received
          notice  of  such  Disputed  Amounts.

     10.2     Alternative  to  Litigation
              ---------------------------

          10.2.1  The  Parties  desire  to  resolve disputes arising out of this
          Agreement  without  litigation.  Accordingly, the Parties agree to use
          the  following  Dispute  Resolution  procedures  with  respect  to any
          controversy  or  claim arising out of or relating to this Agreement or
          its  breach.

     10.3     Commencing  Dispute  Resolution
              -------------------------------

          10.3.1  Dispute  Resolution shall commence upon one Party's receipt of
          written notice of a controversy or claim arising out of or relating to
          this  Agreement  or  its  breach. No Party may pursue any claim unless
          such written notice has first been given to the other Party. There are
          three  (3)  separate  Dispute  Resolution  methods:

               10.3.1.1  Service  Center  (SBC-AMERITECH),  LSC  (SBC-7STATE) or
               LEC-C  (SNET);

               10.3.1.2  Informal  Dispute  Resolution;  and

               10.3.1.3  Formal  Dispute  Resolution,

               each  of  which  is  described  below.

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     10.4  LSC/  Service  Center/LEC-C Dispute Resolution -the following Dispute
     Resolution  procedures  will  apply  with  respect  to  any billing dispute
     arising  out  of  or  relating  to  the  Agreement.

          10.4.1  If the written notice given pursuant to Section 10.3 discloses
          that  a CLEC dispute relates to billing, then the procedures set forth
          in  this  Section  10.4  shall  be used and the dispute shall first be
          referred  to  the  appropriate  service  center [SBC-AMERITECH Service
          Center;  SBC-7STATE  Local  Service  Center (LSC); SNET Local Exchange
          Carrier  Center (LEC-C)] for resolution. In order to resolve a billing
          dispute, CLEC shall furnish SBC-13STATE written notice of (i) the date
          of  the bill in question, (ii) CBA/ESBA/ASBS or BAN number of the bill
          in question, (iii) telephone number, circuit ID number or trunk number
          in  question,  (iv)  any  USOC  information  relating  to  the  item
          questioned,  (v)  amount  billed and (vi) amount in question and (vii)
          the  reason  that  CLEC  disputes  the  billed  amount. To be deemed a
          "dispute"  under this Section 10.4, CLEC must provide evidence that it
          has  established an interest bearing escrow account that complies with
          the  requirements  set  forth  in  Section  8.4  of this Agreement and
          deposited  all  Unpaid Charges relating to Resale Services and Network
          Elements  into that escrow account. Failure to provide the information
          and  evidence  required  by  this  Section  10.4.1  not  later  than
          twenty-nine  (29)  calendar  days  following  the  Bill Due Date shall
          constitute  CLEC's irrevocable and full waiver of its right to dispute
          the  subject  charges.

          10.4.2 The Parties shall attempt to resolve Disputed Amounts appearing
          on  SBC-13STATE's current billing statements thirty (30) to sixty (60)
          calendar  days from the Bill Due Date (provided the CLEC furnishes all
          requisite  information  and  evidence under Section 10.4.1 by the Bill
          Due  Date).  If  not  resolved  within thirty (30) calendar days, upon
          request, SBC-13STATE will notify CLEC of the status of the dispute and
          the  expected  resolution  date.

          10.4.3 The Parties shall attempt to resolve Disputed Amounts appearing
          on  statements  prior  to  the current billing statement within thirty
          (30)  to  ninety  (90)  calendar  days, but resolution may take longer
          depending  on  the  complexity  of the dispute. If not resolved within
          thirty (30) calendar days from the date notice of the Disputed Amounts
          was  received  (provided that CLEC furnishes all requisite information
          and  evidence  under  Section 10.4.1), SBC-13STATE will notify CLEC of
          the  status  of  the  dispute  and  the  expected  resolution  date.


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          10.4.4  Any  notice  of  Disputed Amounts given by SBC-13STATE to CLEC
          pursuant to Section 10.3 shall furnish CLEC written notice of: (i) the
          date  of  the  bill  in  question,  (ii)  the  account number or other
          identification  of  the  bill in question, (iii) any telephone number,
          circuit ID number or trunk number in question, (iv) any USOC (or other
          descriptive  information)  questioned, (v) the amount billed, (vi) the
          amount in question, and (vii) the reason that SBC-13STATE disputes the
          billed  amount.  The Parties shall attempt to resolve Disputed Amounts
          appearing  on  current  billing statement(s) thirty (30) to sixty (60)
          calendar  days from the Bill Due Date (provided SBC-13STATE, furnishes
          all  requisite  information by the Bill Due Date) and Disputed Amounts
          appearing  on statements prior to the current billing statement within
          thirty  (30)  to  ninety  (90)  calendar days, but resolution may take
          longer  depending  on  the  complexity of the dispute. If not resolved
          within  thirty (30) calendar days, CLEC will notify SBC-13STATE of the
          status  of  the  dispute  and  the  expected  resolution  date.

          10.4.5  If  the Non-Paying Party is not satisfied by the resolution of
          the  billing dispute under this Section 10.4, the Non-Paying Party may
          notify  the  Billing  Party  in  writing  that it wishes to invoke the
          Informal  Resolution  of Disputes afforded pursuant to Section 10.5 of
          this  Agreement.

     10.5     Informal  Resolution  of  Disputes
              ----------------------------------

          10.5.1  Upon  receipt by one Party of notice of a dispute by the other
          Party  pursuant  to  Section  10.3  or Section 10.4.5, 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  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 that were
          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.

     10.6     Formal  Dispute  Resolution
              ---------------------------
          10.6.1  If  the  Parties are unable to resolve the dispute through the
          informal  procedure  described  in Section 10.5, then either Party may
          invoke  the  formal  Dispute  Resolution  procedures described in this
          Section  10.6.


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          Unless agreed among all Parties, formal Dispute Resolution procedures,
          including  arbitration  or  other  procedures  as  appropriate, may be
          invoked not earlier than sixty (60) calendar days after receipt of the
          letter  initiating  Dispute  Resolution  under  Section  10.3.

          10.6.2  Claims Subject to Mandatory Arbitration. The following claims,
          if not settled through informal Dispute Resolution, will be subject to
          mandatory  arbitration  pursuant  to  Section  10.7  below:

               10.6.2.1  Each  unresolved  billing dispute involving one percent
               (1%)  or less of the amounts charged to the Disputing Party under
               this  Agreement  in  the state in which the dispute arises during
               the  twelve  (12)  months  immediately  preceding  receipt of the
               letter  initiating  Dispute Resolution under Section 10.3. If the
               disputing  Party has not been billed for a minimum of twelve (12)
               months  immediately  preceding  receipt  of the letter initiating
               Dispute Resolution under Section 10.3, the Parties will annualize
               the  actual  number  of  months  billed.

          10.6.3  Claims Subject to Elective Arbitration. Claims will be subject
          to  elective arbitration pursuant to Section 10.7 if, and only if, the
          claim  is  not  settled  through  informal Dispute Resolution and both
          Parties  agree  to  arbitration.  If  both  Parties  do  not  agree to
          arbitration,  then  either Party may proceed with any remedy available
          to  it  pursuant  to  law,  equity  or  agency  mechanism.

          10.6.4  Claims Not Subject to Arbitration. If the following claims are
          not  resolved  through  informal  Dispute Resolution, they will not be
          subject  to  arbitration  and  must  be  resolved  through  any remedy
          available  to  a  Party  pursuant  to law, equity or agency mechanism.

               10.6.4.1  Actions  seeking  a  temporary  restraining order or an
               injunction  related  to  the  purposes  of  this  Agreement.

               10.6.4.2 Actions to compel compliance with the Dispute Resolution
               process.

               10.6.4.3  All  claims  arising under federal or state statute(s),
               including  antitrust  claims.

     10.7     Arbitration
              -----------

          10.7.1 Disputes subject to mandatory or elective arbitration under the
          provisions  of this Agreement will be submitted to a single arbitrator
          pursuant  to  the


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                                             SBC-13STATE/TALK.COM HOLDING, CORP.
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          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  arbitrator  shall  be knowledgeable of
          telecommunications  issues.  Each  arbitration will be held in DALLAS,
          TEXAS  (SBC-SWBT);  CHICAGO,  ILLINOIS (SBC-AMERITECH), SAN FRANCISCO,
          CALIFORNIA (PACIFIC); RENO, NEVADA (NEVADA); OR NEW HAVEN, CONNECTICUT
          (SNET),  as  appropriate,  unless  the  Parties  agree  otherwise. The
          arbitration  hearing  will  be requested to commence within sixty (60)
          calendar  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 thirty (30) calendar days
          after  the  close  of  hearings. The Federal Arbitration Act, 9 U.S.C.
          Secs.  1-16,  not  state  law,  shall  govern the arbitrability of all
          disputes.  The  arbitrator  will  have  no authority to award punitive
          damages,  exemplary  damages, Consequential Damages, multiple damages,
          or  any  other  damages  not measured by the prevailing Party's actual
          damages,  and may not, in any event, make any ruling, finding or award
          that  does  not conform to the terms and conditions of this Agreement.
          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,
          including  attorneys' fees. The Parties will equally split the fees of
          the  arbitration  and  the arbitrator. The arbitrator's award shall be
          final  and binding and may be entered in any court having jurisdiction
          thereof.  Judgment  upon  the  award rendered by the arbitrator may be
          entered  in  any  court  having  jurisdiction.

11.     AUDITS  -  APPLICABLE  IN  SBC-12STATE  ONLY

     11.1  Subject to the restrictions set forth in Section 20 and except as may
     be  otherwise  expressly provided in this Agreement, a Party (the "AUDITING
     PARTY")  may  audit the other Party's (the "AUDITED PARTY") books, records,
     data and other documents, as provided herein, once annually, with the audit
     period  commencing  not  earlier than the date on which services were first
     supplied  under  this  Agreement  ("SERVICE START DATE") for the purpose of
     evaluating (i) the accuracy of Audited Party's billing and invoicing of the
     services  provided  hereunder  and (ii) verification of compliance with any
     provision  of  this Agreement that affects the accuracy of Auditing Party's
     billing  and invoicing of the services provided to Audited Party hereunder.
     Notwithstanding  the  foregoing,  an  Auditing  Party may audit the Audited
     Party's  books,  records  and  documents  more  than  once  annually if the
     previous  audit found (i) previously uncorrected net variances or errors in
     invoices  in Audited Party's favor with an aggregate value of at least five
     percent  (5%) of the amounts payable by Auditing Party for audited services
     provided


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     during  the  period  covered by the audit or (ii) non-compliance by Audited
     Party  with  any  provision  of  this  Agreement affecting Auditing Party's
     billing  and  invoicing  of  the services provided to Audited Party with an
     aggregate  value  of  at  least five percent (5%) of the amounts payable by
     Audited  Party  for  audited services provided during the period covered by
     the  audit.

          11.1.1  The scope of the audit shall be limited to the period which is
          the shorter of (i) the period subsequent to the last day of the period
          covered by the audit which was last performed (or if no audit has been
          performed,  the  service  start  date  and  (ii) the twelve (12) month
          period  immediately  preceding  the  date  the  Audited Party received
          notice  of  such  requested  audit,  but in any event not prior to the
          service  start  date. Such audit shall begin no fewer than thirty (30)
          calendar days after Audited Party receives a written notice requesting
          an  audit  and  shall  be completed no later than thirty (30) calendar
          days  after  the  start  of  such  audit.

          11.1.2  Such  audit  shall be conducted either by the Auditing Party's
          employee(s)  or  an  independent  auditor  acceptable to both Parties;
          provided,  however,  if the Audited Party requests that an independent
          auditor  be  engaged  and the Auditing Party agrees, the Audited Party
          shall  pay  one-quarter  (1/4)  of  the independent auditor's fees and
          expenses.  If  an  independent  auditor  is to be engaged, the Parties
          shall select an auditor by the thirtieth day following Audited Party's
          receipt  of  a  written  audit  notice. Auditing Party shall cause the
          independent  auditor  to  execute  a nondisclosure agreement in a form
          agreed  upon  by  the  Parties.

          11.1.3  Each  audit  shall be conducted on the premises of the Audited
          Party  during  normal  business  hours.  Audited Party shall cooperate
          fully  in  any  such  audit  and  shall provide the auditor reasonable
          access  to  any  and  all  appropriate Audited Party employees and any
          books,  records and other documents reasonably necessary to assess (i)
          the  accuracy  of  Audited  Party's  bills  and  (ii)  Audited Party's
          compliance  with  the  provisions  of  this  Agreement that affect the
          accuracy  of  Auditing  Party's  billing and invoicing of the services
          provided to Audited Party hereunder. Audited Party may redact from the
          books, records and other documents provided to the auditor any Audited
          Party  Proprietary  Information that reveals the identity of End Users
          of  Audited  Party.

          11.1.4 Each Party shall maintain reports, records and data relevant to
          the  billing  of  any  services  that  are  the subject matter of this
          Agreement  for a period of not less than twenty-four (24) months after
          creation  thereof,  unless  a  longer period is required by Applicable
          Law.


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          11.1.5  If  any  audit  confirms  any  undercharge or overcharge, then
          Audited  Party shall (i) promptly correct any billing error, including
          making  refund  of  any overpayment by Auditing 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 and (ii)
          for  any  undercharge  caused  by  the  actions  of the Audited Party,
          immediately  compensate Auditing Party for such undercharge, and (iii)
          in  each  case,  calculate and pay interest as provided in Section 8.1
          (depending  on  the  SBC-owned  ILEC(s)  involved),  for the number of
          calendar  days  from  the date on which such undercharge or overcharge
          originated until the date on which such credit is issued or payment is
          made  and  available.

          11.1.6  Except  as may be otherwise provided in this Agreement, audits
          shall  be  performed  at  Auditing  Party's  expense,  subject  to
          reimbursement by Audited Party of one-quarter (1/4) of any independent
          auditor's  fees and expenses in the event that an audit finds, and the
          Parties  subsequently  verify, a net adjustment in the charges paid or
          payable  by  Auditing  Party  hereunder  by  an  amount that is, on an
          annualized  basis,  greater  than  five  percent (5%) of the aggregate
          charges  for  the  audited  services  during the period covered by the
          audit.

          11.1.7  Any disputes concerning audit results shall be referred to the
          Parties'  respective personnel responsible for informal resolution. If
          these  individuals  cannot  resolve  the  dispute  within  thirty (30)
          calendar  days  of  the  referral, either Party may request in writing
          that  an additional audit shall be conducted by an independent auditor
          acceptable  to  both  Parties,  subject to the requirements set out in
          Section  11.1. Any additional audit shall be at the requesting Party's
          expense.

     11.2     Audits  -  SNET  only

          11.2.1 Except as provided in Appendix Compensation, SNET shall arrange
          for  one  (1)  annual independent audit to be conducted by a "Big Six"
          independent  public  accounting  firm  or  an accounting firm mutually
          agreed  to  by SNET, CLEC and all other CLECs doing business with SNET
          under  the  terms of an agreement adopted pursuant to Sections 251 and
          252  of  the  Act for the purpose of evaluating the accuracy of SNET's
          billing  and  invoicing.

          11.2.2  SNET will cooperate fully with the independent auditor in such
          audit  and  provide  reasonable access to any and all appropriate SNET
          employees,  books, records and other documents reasonably necessary to
          perform  the  audit.


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          11.2.3  SNET shall promptly correct any billing error that is revealed
          in  the  audit,  including making refund of any overpayment to CLEC in
          the  form  of a credit on the invoice for the first full billing cycle
          after  the  audit report is issued; such refund shall include interest
          on  the overpayment at the rate of eight percent (8%) per year. In the
          event  that  the  audit  reveals  any  underbilling  and  resulting
          underpayment  to  SNET by CLEC, the underpayment shall be reflected in
          CLEC's invoice for the first full billing cycle after the audit report
          is  issued.  SNET  will  not  be  entitled  to recover interest on any
          underbilling  to CLEC revealed by the audit for the time preceding the
          amount  appearing  on  CLEC's  bill  from SNET, however, SNET shall be
          entitled  to  recover  interest  at  the  interest  rate referenced in
          Section  8.1.5.1  on such underbilling and CLEC shall pay interest for
          the  number  of  calendar  days  from the Bill Due Date of the bill on
          which  such underbilling was rectified until the date on which payment
          is  made  and  available  to  SNET.

12.     DISCLAIMER  OF  REPRESENTATIONS  AND  WARRANTIES

     12.1  EXCEPT  AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY MAKES OR
     RECEIVES  ANY  WARRANTY,  EXPRESS  OR  IMPLIED,  WITH  RESPECT  TO  THE
     INTERCONNECTION,  RESALE SERVICES, NETWORK ELEMENTS, FUNCTIONS, FACILITIES,
     PRODUCTS AND SERVICES IT PROVIDES UNDER OR IS CONTEMPLATED TO PROVIDE UNDER
     THIS  AGREEMENT  AND  EACH  PARTY  DISCLAIMS  THE  IMPLIED  WARRANTIES  OF
     MERCHANTABILITY  AND/OR  OF FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY,
     NO  PARTY  TO  THIS  AGREEMENT  ASSUMES  RESPONSIBILITY  WITH REGARD TO THE
     CORRECTNESS  OF  DATA  OR  INFORMATION  SUPPLIED BY ANY OTHER PARTY TO THIS
     AGREEMENT  WHEN  SUCH  DATA  OR INFORMATION IS ACCESSED AND USED BY A THIRD
     PARTY.

13.     LIMITATION  OF  LIABILITY

     13.1  Except  for  indemnity  obligations  expressly set forth herein or as
     otherwise expressly provided in specific appendices, each Party's liability
     to  the other Party for any Loss relating to or arising out of such Party's
     performance  under  this Agreement, including any negligent act or omission
     (whether  willful  or inadvertent), whether in contract, tort or otherwise,
     including  alleged  breaches of this Agreement and causes of action alleged
     to  arise  from allegations that breach of this Agreement also constitute a
     violation  of  a  statute, including the Act, shall not exceed in total the
     amount  SBC-13STATE  or CLEC has charged or would have charged to the other
     Party  for the affected Interconnection, Resale Services,


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     Network  Elements, functions, facilities, products and service(s) that were
     not  performed  or  were  improperly  performed.

     13.2  Except as otherwise expressly provided in specific appendices, in the
     case  of any Loss alleged or claimed by a Third Party to have arisen out of
     the  negligence  or willful misconduct of any Party, each Party shall bear,
     and its obligation shall be limited to, that portion (as mutually agreed to
     by the Parties or as otherwise established) 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.

     13.3  A  Party  may,  in  its  sole  discretion, provide in its tariffs and
     contracts  with  its  End  Users  or  Third  Parties  that  relate  to  any
     Interconnection,  Resale Services, Network Elements, functions, facilities,
     products  and  services provided or contemplated under this Agreement that,
     to  the maximum extent permitted by Applicable Law, such Party shall not be
     liable  to  such  End  User  or Third Party for (i) any Loss relating to or
     arising out of this Agreement, whether in contract, tort or otherwise, that
     exceeds  the  amount  such  Party  would have charged the End User or Third
     Party  for  the  Interconnection,  Resale  Services,  Network  Elements,
     functions,  facilities,  products  and services that gave rise to such Loss
     and  (ii)  any Consequential Damages. If a Party elects not to place in its
     tariffs  or  contracts such limitation(s) of liability, and the other Party
     incurs  a  Loss  as  a  result thereof, the first Party shall indemnify and
     reimburse the other Party for that portion of the Loss that would have been
     limited  had  the  first  Party  included  in its tariffs and contracts the
     limitation(s)  of  liability  described  in  this  Section  13.3.

     13.4  Neither  CLEC  nor SBC-13STATE shall be liable to the other Party for
     any  Consequential  Damages  suffered by the other Party, regardless of the
     form  of  action,  whether in contract, warranty, strict liability, tort or
     otherwise, including negligence of any kind, whether active or passive (and
     including  alleged  breaches of this Agreement and causes of action alleged
     to  arise  from  allegations  that  breach  of this Agreement constitutes a
     violation  of  the  Act  or  other  statute), and regardless of whether the
     Parties knew or had been advised of the possibility that such damages could
     result  in  connection with or arising from anything said, omitted, or done
     hereunder  or related hereto, including willful acts or omissions; provided
     that  the foregoing shall not limit a Party's obligation under Section 14.2
     to indemnify, defend, and hold the other Party harmless against any amounts
     payable  to  a Third Party, including any Losses, and Consequential Damages
     of  such  Third Party; provided, however, that nothing in this Section 13.4
     shall impose indemnity obligations on a Party for any Loss or Consequential
     Damages  suffered  by  a  Party's  End User in connection with any affected
     Interconnection,


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     Resale  Services,  Network  Elements,  functions,  facilities, products and
     services.  Except  as  provided  in  the  prior sentence, each Party hereby
     releases  and  holds  harmless  the  other  Party  (and  such other Party's
     Affiliates, and their respective officers, directors, employees and agents)
     from  any  such  Claim.

     13.5  SBC-13STATE  shall not be liable for damages to a End User's premises
     resulting  from  the  furnishing  of  any Interconnection, Resale Services,
     Network  Elements,  functions, facilities, products or services, including,
     if  applicable,  the  installation  and removal of equipment and associated
     wiring,  unless  the  damage is caused by SBC-13STATE's gross negligence or
     willful  misconduct.  SBC-13STATE  does  not guarantee or make any warranty
     with  respect  to  Interconnection,  Resale  Services,  Network  Elements,
     functions,  facilities,  products  or  services  when  used in an explosive
     atmosphere.

     13.6  CLEC  hereby  releases  SBC-13STATE  from  any  and all liability for
     damages  due  to errors or omissions in CLEC's End User listing information
     as  provided  by  CLEC  to  SBC-13STATE under this Agreement, including any
     errors  or omissions occurring in CLEC's End User listing information as it
     appears  in  the  White  Pages  directory,  including,  but not limited to,
     special,  indirect,  Consequential,  punitive  or  incidental  damages.

     13.7  SBC-13  STATE  shall not be liable to CLEC, its End User or any other
     Person  for any Loss alleged to arise out of the provision of access to 911
     service  or any errors, interruptions, defects, failures or malfunctions of
     911  service.

     13.8 This Section 13 is not intended to exempt any Party from all liability
     under  this  Agreement, but only to set forth the scope of liability agreed
     to  and  the type of damages that are recoverable. Both Parties acknowledge
     that they negotiated regarding alternate limitation of liability provisions
     but  that  such provisions would have altered the cost, and thus the price,
     of  providing  the  Interconnection,  Resale  Services,  Network  Elements,
     functions,  facilities,  products  and services available hereunder, and no
     different  pricing  reflecting  different  costs  and  different  limits of
     liability  was  agreed  to.

14.     INDEMNITY

     14.1  Except  as  otherwise  expressly  provided  herein  or  in  specific
     appendices,  each  Party shall be responsible only for the Interconnection,
     Resale  Services,  Network  Elements,  functions,  facilities, products and
     services  which  are  provided  by  that  Party,  its  authorized  agents,
     subcontractors, or others retained by such Parties, and neither Party shall
     bear  any  responsibility for the Interconnection, Resale Services, Network
     Elements,  functions,  facilities,  products  and  services provided by the
     other  Party,  its  agents,  subcontractors,  or  others  retained  by such
     Parties.


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     14.2  Except  as  otherwise  expressly  provided  herein  or  in  specific
     appendices,  and  to  the  extent  not prohibited by Applicable Law and not
     otherwise controlled by tariff, each Party (the "INDEMNIFYING PARTY") shall
     release, defend and indemnify the other Party (the "INDEMNIFIED PARTY") and
     hold  such  Indemnified  Party  harmless  against any Loss to a Third Party
     arising  out  of  the  negligence  or  willful misconduct ("FAULT") of such
     Indemnifying  Party,  its  agents,  its  End  Users, contractors, or others
     retained  by  such  Parties,  in  connection  with the Indemnifying Party's
     provision of Interconnection, Resale Services, Network Elements, functions,
     facilities,  products and services under this Agreement; provided, however,
     that  (i)  with  respect  to employees or agents of the Indemnifying Party,
     such  Fault  occurs  while performing within the scope of their employment,
     (ii)  with  respect to subcontractors of the Indemnifying Party, such Fault
     occurs  in  the  course of performing duties of the subcontractor under its
     subcontract  with  the  Indemnifying  Party,  and (iii) with respect to the
     Fault of employees or agents of such subcontractor, such Fault occurs while
     performing  within  the scope of their employment by the subcontractor with
     respect  to  such  duties  of  the  subcontractor  under  the  subcontract.

     14.3  In  the  case  of any Loss alleged or claimed by a End User of either
     Party,  the  Party  whose  End  User  alleged  or  claimed  such  Loss (the
     "INDEMNIFYING  PARTY")  shall  defend  and  indemnify  the other Party (the
     "INDEMNIFIED  PARTY")  against any and all such Claims or Losses by its End
     User  regardless of whether the underlying Interconnection, Resale Service,
     Network Element, function, facility, product or service giving rise to such
     Claim  or Loss was provided or provisioned by the Indemnified Party, unless
     the  Claim or Loss was caused by the gross negligence or willful misconduct
     of  the  Indemnified  Party.

     14.4  A  Party  (the "INDEMNIFYING PARTY") shall defend, indemnify and hold
     harmless  the  other  Party ("INDEMNIFIED PARTY") against any Claim or Loss
     arising  from  the  Indemnifying  Party's  use  of  Interconnection, Resale
     Services,  Network  Elements,  functions, facilities, products and services
     provided  under  this  Agreement  involving:

          14.4.1 any Claim or Loss arising from such Indemnifying Party's use of
          Interconnection,  Resale  Services,  Network  Elements,  functions,
          facilities,  products  and  services  offered  under  this  Agreement,
          involving  any  Claim  for  libel,  slander,  invasion  of privacy, or
          infringement  of  Intellectual  Property  rights  arising  from  the
          Indemnifying  Party's  or  its  End  User's  use.

               14.4.1.1 The foregoing includes any Claims or Losses arising from
               disclosure  of  any End User-specific information associated with
               either  the  originating or terminating numbers used to provision
               Interconnection,  Resale  Services,  Network Elements, functions,


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               facilities, products or services provided hereunder and all other
               Claims  arising out of any act or omission of the End User in the
               course  of  using  any  Interconnection, Resale Services, Network
               Elements,  functions,  facilities,  products or services provided
               pursuant  to  this  Agreement.

               14.4.1.2  The  foregoing  includes any Losses arising from Claims
               for  actual  or alleged infringement of any Intellectual Property
               right  of  a Third Party to the extent that such Loss arises from
               an Indemnifying Party's or an Indemnifying Party's End User's use
               of Interconnection, Resale Services, Network Elements, functions,
               facilities,  products  or services provided under this Agreement;
               provided,  however,  that  an  Indemnifying Party's obligation to
               defend  and  indemnify  the  Indemnified  Party  shall not apply:

                    14.4.1.2.1  where  an  Indemnified  Party  or  its  End User
                    modifies Interconnection, Resale Services, Network Elements,
                    functions,  facilities,  products  or  services;  and

                    14.4.1.2.3  no infringement would have occurred without such
                    modification.

          14.4.2  any  and  all penalties imposed on either Party because of the
          Indemnifying  Party's  failure  to  comply  with  the  Communications
          Assistance  to  Law Enforcement Act of 1994 (CALEA); provided that the
          Indemnifying  Party  shall also, at its sole cost and expense, pay any
          amounts  necessary  to  modify or replace any equipment, facilities or
          services  provided  to  the  Indemnified Party under this Agreement to
          ensure  that such equipment, facilities and services fully comply with
          CALEA.

     14.5  CLEC acknowledges that its right under this Agreement to Interconnect
     with  SBC-13STATE's  network  and  to unbundle and/or combine SBC-13STATE's
     Network  Elements (including combining with CLEC's Network Elements) may be
     subject  to  or  limited by Intellectual Property rights (including without
     limitation,  patent,  copyright,  trade  secret,  trade mark, service mark,
     trade  name  and  trade dress rights) and contract rights of Third Parties.

          14.5.1  The  Parties  acknowledge  that  on  April  27,  2000, the FCC
          released its Memorandum Opinion and Order in CC Docket No. 96-98 (File
          No.  CCBPol.  97-4),  In the Matter of Petition of MCI for Declaratory
          Ruling.  Absent  any  stay, reconsideration or appeal, such Order will
          become  effective thirty (30) days following the future publication of
          such  Order


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          in  the  Federal  Register.  The Parties further acknowledge and agree
          that  by  executing  this  Agreement,  neither Party waives any of its
          rights,  remedies,  or arguments with respect to such decision and any
          remand  thereof,  including  its  right to seek legal review or a stay
          pending  appeal  of  such  decision.

               14.5.1.1  When  the  Order  referenced  in Section 14.5.1 (or any
               reconsideration  or  appeal  therefrom) is effective, SBC-13STATE
               agrees  to  use  its  best  efforts  to  obtain  for  CLEC, under
               commercially  reasonable  terms,  Intellectual Property rights to
               each  unbundled  network  element  necessary for CLEC to use such
               unbundled  network  element  in  the  same manner as SBC-13STATE.

               14.5.1.2  SBC-13STATE  shall  have  no  obligation  to attempt to
               obtain  for  CLEC  any  Intellectual Property right(s) that would
               permit  CLEC  to use any unbundled network element in a different
               manner  than  used  by  SBC-13STATE.

               14.5.1.3  When  the  Order  referenced  in Section 14.5.1 (or any
               reconsideration  or appeal therefrom) is effective, to the extent
               not  prohibited  by  a  contract  with  the vendor of the network
               element  sought  by  CLEC  that  contains  Intellectual  Property
               licenses,  SBC-13STATE  shall  reveal  to  CLEC  the  name of the
               vendor,  the Intellectual Property rights licensed to SBC-13STATE
               under  the  vendor  contract  and  the  terms  of  the  contract
               (excluding  cost  terms).  SBC-13STATE  shall, at CLEC's request,
               contact  the  vendor  to  attempt  to obtain permission to reveal
               additional  contract  details  to  CLEC.

               14.5.1.4  All costs associated with the extension of Intellectual
               Property  rights  to CLEC pursuant to Section 14.5.1.1, including
               the cost of the license extension itself and the costs associated
               with  the  effort  to  obtain the license, shall be a part of the
               cost  of  providing  the  unbundled  network element to which the
               Intellectual  Property  rights  relate  and  apportioned  to  all
               requesting  carriers  using  that  unbundled  network  element
               including  SBC-13STATE.

          14.5.2 SBC-13STATE hereby conveys no licenses to use such Intellectual
          Property  rights  and  makes  no  warranties,  express  or  implied,
          concerning  CLEC's (or any Third Parties') rights with respect to such
          Intellectual  Property  rights  and contract rights, including whether
          such  rights  will  be  violated by such Interconnection or unbundling
          and/or  combining of Network Elements (including combining with CLEC's
          Network


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          Elements)  in  SBC-13STATE's network or CLEC's use of other functions,
          facilities,  products  or services furnished under this Agreement. Any
          licenses  or  warranties  for  Intellectual Property rights associated
          with unbundled network elements are vendor licenses and warranties and
          are  a  part of the Intellectual Property rights SBC-13STATE agrees in
          Section  14.5.1.1  to  use  its  best  efforts  to  obtain.

          14.5.3  SBC-13STATE  does  not and shall not indemnify, defend or hold
          CLEC  harmless,  nor  be responsible for indemnifying or defending, or
          holding  CLEC harmless, for any Claims or Losses for actual or alleged
          infringement  of  any Intellectual Property right or interference with
          or  violation  of any contract right that arises out of, is caused by,
          or  relates  to  CLEC's Interconnection with SBC-13STATE's network and
          unbundling  and/or combining SBC-13STATE's Network Elements (including
          combining  with  CLEC's  Network  Elements)  or  CLEC's  use  of other
          functions,  facilities,  products  or  services  furnished  under this
          Agreement. Any indemnities for Intellectual Property rights associated
          with  unbundled network elements shall be vendor's indemnities and are
          a  part  of  the  Intellectual  Property rights SWBT agrees in Section
          14.5.1.1  to  use  its  best  efforts  to  obtain.

     14.6  CLEC  shall  reimburse  SBC-13STATE  for  damages  to  SBC-13STATE's
     facilities  utilized  to  provide  Interconnection  or  unbundled  Network
     Elements  hereunder  caused  by  the negligence or willful act of CLEC, its
     agents  or  subcontractors  or  CLEC's  End  User  or resulting from CLEC's
     improper  use  of  SBC-13STATE's  facilities,  or due to malfunction of any
     facilities,  functions,  products,  services  or  equipment provided by any
     person  or  entity  other than SBC-13STATE. Upon reimbursement for damages,
     SBC-13STATE  will  cooperate  with  CLEC in prosecuting a claim against the
     person  causing  such  damage.  CLEC  shall  be  subrogated to the right of
     recovery  by  SBC-13STATE  for  the  damages to the extent of such payment.

     14.7     Indemnification  Procedures
              ---------------------------

          14.7.1  Whenever  a  claim  shall arise for indemnification under this
          Section  14,  the  relevant  Indemnified  Party, as appropriate, shall
          promptly  notify  the  Indemnifying  Party  and request in writing the
          Indemnifying  Party  to  defend  the  same.  Failure  to so notify the
          Indemnifying  Party  shall  not  relieve the Indemnifying Party of any
          liability that the Indemnifying Party might have, except to the extent
          that  such  failure  prejudices  the  Indemnifying  Party's ability to
          defend  such  claim.


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          14.7.2  The  Indemnifying Party shall have the right to defend against
          such  liability  or  assertion,  in which event the Indemnifying Party
          shall  give  written  notice to the Indemnified Party of acceptance of
          the  defense of such claim and the identity of counsel selected by the
          Indemnifying  Party.

          14.7.3  Until  such time as Indemnifying Party provides written notice
          of  acceptance  of  the  defense  of such claim, the Indemnified Party
          shall  defend  such  claim,  at the expense of the Indemnifying Party,
          subject  to  any right of the Indemnifying Party to seek reimbursement
          for  the costs of such defense in the event that it is determined that
          Indemnifying  Party  had  no  obligation  to indemnify the Indemnified
          Party  for  such  claim.

          14.7.4  Upon  accepting the defense, the Indemnifying Party shall have
          exclusive  right  to control and conduct the defense and settlement of
          any  such  claims, subject to consultation with the Indemnified Party.
          So  long  as  the Indemnifying Party is controlling and conducting the
          defense, the Indemnifying Party shall not be liable for any settlement
          by  the  Indemnified Party unless such Indemnifying Party has approved
          such  settlement  in  advance  and agrees to be bound by the agreement
          incorporating  such  settlement.

          14.7.5  At  any  time,  an  Indemnified  Party shall have the right to
          refuse a compromise or settlement, and, at such refusing Party's cost,
          to  take  over  such  defense;  provided  that,  in  such  event  the
          Indemnifying  Party  shall  not  be  responsible  for, nor shall it be
          obligated  to  indemnify  the  refusing  Party  against,  any  cost or
          liability  in  excess  of  such  refused  compromise  or  settlement.

          14.7.6 With respect to any defense accepted by the Indemnifying Party,
          the  Indemnified  Party  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 Indemnified
          Party,  and shall also be entitled to employ separate counsel for such
          defense  at  such  Indemnified  Party's  expense.

          14.7.7  If  the  Indemnifying Party does not accept the defense of any
          indemnified  claim as provided above, the Indemnified Party shall have
          the  right  to  employ  counsel for such defense at the expense of the
          Indemnifying  Party.

          14.7.8  In  the  event  of  a  failure  to  assume  the  defense,  the
          Indemnified Party may negotiate a settlement, which shall be presented
          to  the Indemnifying Party. If the Indemnifying Party refuses to agree
          to  the presented settlement, the Indemnifying Party may take over the
          defense.  If  the Indemnifying Party refuses to agree to the presented
          settlement  and  refuses  to  take  over  the


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          defense,  the  Indemnifying  Party  shall be liable for any reasonable
          cash  settlement  not  involving  any  admission  of  liability by the
          Indemnifying  Party,  though such settlement may have been made by the
          Indemnified Party without approval of the Indemnifying Party, it being
          the  Parties'  intent  that  no  settlement  involving  a non-monetary
          concession  by  the  Indemnifying  Party,  including  an  admission of
          liability  by  such  Party,  shall  take  effect  without  the written
          approval  of  the  Indemnifying  Party.

          14.7.9  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 and the relevant records of each Party shall be available to the
          other  Party  with  respect  to  any  such  defense,  subject  to  the
          restrictions  and  limitations  set  forth  in  Section  20.

15.     REMEDIES

     15.1  Except  as  otherwise provided in this Agreement, no remedy set forth
     herein  is  intended  to  be  exclusive  and each and every remedy shall be
     cumulative and in addition to any other rights or remedies now or hereafter
     existing  under  Applicable  Law  or  otherwise.

16.     INTELLECTUAL  PROPERTY

     16.1  Any  Intellectual  Property  originating from or developed by a Party
     shall  remain  in  the  exclusive  ownership  of  that  Party.

17.     NOTICES

     17.1 Subject to Section 17.2, notices given by one Party to the other Party
     under  this  Agreement  shall  be  in writing (unless specifically provided
     otherwise  herein),  and  unless  otherwise  expressly  required  by  this
     Agreement  to  be  delivered to another representative or point of contact,
     shall  be

          17.1.1  delivered  personally;

          17.1.2  delivered  by  express  overnight  delivery  service;

          17.1.3  mailed, via certified mail or first class U.S. Postal Service,
          with  postage  prepaid,  and  a  return  receipt  requested;  or

          17.1.4 delivered by facsimile; provided that a paper copy is also sent
          by  a  method  described  in  (a),  (b)  or  (c)  of  this Section 17.

          17.1.5  Notices  will  be  deemed  given  as  of  the  earliest  of:


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               17.1.5.1  the  date  of  actual  receipt,

               17.1.5.2  the  next  Business Day when sent via express overnight
               delivery  service,

               17.1.5.3  five  (5)  calendar  days  after mailing in the case of
               first  class  or  certified  U.S.  Postal  Service,  or

               17.1.5.4  on  the  date set forth on the confirmation produced by
               the  sending  facsimile machine when delivered by facsimile prior
               to  5:00 p.m. in the recipient's time zone, but the next Business
               Day  when  delivered  by  facsimile  at 5:00 p.m. or later in the
               recipient's  time  zone.

          17.1.6  Notices  will  be  addressed  to  the  Parties  as  follows:

    NOTICE  CONTACT             CLEC  CONTACT                 SBC-13STATECONTACT
    ---------------             -------------                 ------------------
    NAME/TITLE                Marshall  Howard-         Contract  Administration
                              VP Local Operations          ATTN: Notices Manager
    STREET  ADDRESS           6805  Rt.  202         311  S.  Akard,  9th  Floor
                                                               Four  Bell  Plaza
    CITY, STATE, ZIP CODE     New  Hope,  PA  18938      Dallas,  TX  75202-5398
    FACSIMILE  NUMBER         215-862-1085                          214-464-2006

          17.1.7  Either  Party  may unilaterally change its designated contact,
          address,  telephone  number and/or facsimile number for the receipt of
          notices by giving written notice to the other Party in compliance with
          this  Section.  Any  notice to change the designated contact, address,
          telephone  and/or facsimile number for the receipt of notices shall be
          deemed effective ten (10) calendar days following receipt by the other
          Party.

     17.2  SBC-8STATE  communicates  official  information  to  CLECs  via  its
     Accessible  Letter  notification  process. This process covers a variety of
     subjects,  including updates on products/services promotions; deployment of
     new  products/services;  modifications  and  price  changes  to  existing
     products/services;  cancellation  or  retirement  of  existing
     products/services;  and  operational  issues.

     17.3  In  the  SBC-8STATES, CLEC may elect in writing to receive Accessible
     Letter  notification via electronic mail ("E-MAIL") distribution, either in
     lieu  of  or  in addition to United States Postal Service (postage prepaid)
     distribution.  CLEC acknowledges that United States Postal Service (postage
     prepaid)  delivery  will  delay receipt of the information for a minimum of
     three  (3)  to five (5) calendar


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     days from the date the information is made available via e-mail. Accessible
     Letter  notification  via  e-mail will be deemed given as of the earlier of
     the  date  of  actual receipt and the date set forth on the e-mail receipt.

     17.4  In  SBC-8STATE,  CLEC may designate an unlimited number of recipients
     for  Accessible  Letter  notification  via  e-mail,  but CLEC is limited to
     designating  a  maximum  of  four  (4)  recipients (in addition to the CLEC
     contact  designated in Section 17.1) for Accessible Letter notification via
     United  States  Postal  Service  (postage  prepaid).

     17.5  In  SBC-8STATE,  CLEC  shall  submit a completed Notices / Accessible
     Letter  Recipient  Change  Request  Form  (available  on  the  applicable
     SBC-8STATE's  CLEC  Handbook  website)  to the individual specified on that
     form  to  designate in writing each individual (other than the CLEC contact
     designated  in  Section  17.1)  to  whom  CLEC  requests  Accessible Letter
     notification  be  sent, whether via e-mail or United States Postal Service.
     CLEC  shall submit a completed Notices / Accessible Letter Recipient Change
     Request  Form  to  add, remove or change recipient information for any CLEC
     recipient  of Accessible Letters (other than the CLEC contact designated in
     Section  17.1).  Any completed Notices / Accessible Letter Recipient Change
     Request  Form  shall  be  deemed effective ten (10) calendar days following
     receipt  by  SBC-8STATE.

     17.6  SBC-SWBT  ONLY:

          17.6.1 SBC-SWBT shall provide a toll free facsimile number to CLEC for
          the  submission  of  requests for Resale Services and Network Elements
          under  this  Agreement;  CLEC  shall provide SBC-SWBT with a toll free
          facsimile  number  for  notices from SBC-SWBT relating to requests for
          Resale  Services  and  Network  Elements  under  this  Agreement.

     17.7  SBC-AMERITECH  ONLY:

          17.7.1  SBC-AMERITECH  communicates  official information to CLECs via
          its  TCNet  notification  process.  This  process  covers a variety of
          subjects,  including  updates  on  products/services  promotions;
          deployment  of  new products/services; modifications and price changes
          to  existing products/services; cancellation or retirement of existing
          products/services;  and  operational  issues.

18.     PUBLICITY  AND  USE  OF  TRADEMARKS  OR  SERVICE  MARKS

     18.1  Neither  Party  nor  its  subcontractors  or  agents shall use in any
     advertising  or sales promotion, press releases, or other publicity matters
     any  endorsements,  direct  or  indirect  quotes,  or  pictures  that imply
     endorsement  by  the  other  Party  or  any  of  its


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     employees  without  such  first Party's prior written approval. The Parties
     will  submit  to each other for written approval, prior to publication, all
     publicity  matters  that mention or display one another's name and/or marks
     or  contain  language from which a connection to said name and/or marks may
     be  inferred  or  implied;  the  Party  to whom a request is directed shall
     respond promptly. Nothing herein, however, shall be construed as preventing
     either  Party  from  publicly  stating  the  fact that it has executed this
     Agreement  with  the  other  Party.

     18.2 Nothing in this Agreement shall grant, suggest, or imply any authority
     for  one  Party  to  use  the  name,  trademarks,  service  marks,  logos,
     proprietary  trade  dress  or  trade  names  of  the  other  Party  in  any
     advertising,  press  releases,  publicity  matters,  marketing  and/or
     promotional  materials  or  for  any other commercial purpose without prior
     written  approval  from  such  other  Party.

19.  NO  LICENSE

     19.1  Except  at otherwise expressly provided in this Agreement, no license
     under  patents,  copyrights or any other Intellectual Property right (other
     than  the  limited license to use consistent with the terms, conditions and
     restrictions  of  this  Agreement)  is  granted by either Party or shall be
     implied  or arise by estoppel with respect to any transactions contemplated
     under  this  Agreement.

20.     CONFIDENTIALITY

     20.1  All  information,  including  specifications, microfilm, photocopies,
     magnetic  disks,  magnetic  tapes,  audit  information,  models,  system
     interfaces,  forecasts,  computer  programs,  software,  documentation,
     drawings,  sketches,  models,  samples, tools, technical information, data,
     employee  records, maps, financial reports, and market data shall be deemed
     "Confidential"  or  "Proprietary"  (COLLECTIVELY "PROPRIETARY INFORMATION")
     if:

          20.1.1 Furnished or made available or otherwise disclosed by one Party
          (the  "DISCLOSING  PARTY")  or  its agent, employee, representative or
          Affiliate  to  the  other  Party (the "RECEIVING PARTY") or its agent,
          employee,  representative or Affiliate dealing with End User-specific,
          facility-specific,  or usage-specific information, other than End User
          information  communicated  for the purpose of publication or directory
          database inclusion, 911, call processing, billing or settlement or for
          such  other  purposes  as  mutually  agreed  upon;


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          20.1.2  In  written,  graphic, electromagnetic, or other tangible form
          and  marked  at  the  time  of  delivery  as  "Confidential"  or
          "Proprietary;";  or

          20.1.3  Communicated orally and declared to the Receiving Party at the
          time  of  delivery  to  be  "Confidential" or "Proprietary", and which
          shall  be  summarized  in  writing  and  marked  "Confidential"  or
          "Proprietary"  and  delivered  to  the Receiving Party within ten (10)
          calendar  days  following  such  disclosure;  and

          20.1.4  Any  portion  of  any  notes,  analyses,  data,  compilations,
          studies,  interpretations or other documents prepared by any Receiving
          Party  to  the  extent the same contain, reflect, are derived from, or
          are  based  upon, any of the information described in this Section 20,
          unless  such  information  contained  or  reflected  in  such  notes,
          analyses, etc. is so commingled with the Receiving Party's information
          that disclosure could not possibly disclose the underlying proprietary
          or  confidential  information  (such portions of such notes, analyses,
          etc.  referred  to  herein  as  "DERIVATIVE  INFORMATION").

     20.2     Proprietary  Information  Shall  be  Held  in  Confidence
              ---------------------------------------------------------

          20.2.1  Each  Receiving  Party  agrees  that:

               (a)  all Proprietary Information communicated to it or any of its
               agents,  employees,  representatives and Affiliates in connection
               with  this  Agreement  shall  be  held  in confidence to the same
               extent  as  such  Receiving  Party  holds  its  own  confidential
               information  of  like  importance;  provided  that such Receiving
               Party  and  its agents, employees, representatives and Affiliates
               shall  not  use  less  than  a  reasonable  standard  of  care in
               maintaining  the  confidentiality  of  such  information;

               (b)  it  will  not,  and  it  will  not permit any of its agents,
               employees,  representatives  and  Affiliates  to  disclose  such
               Proprietary  Information  to  any  Third  Party;

               (c) it will disclose Proprietary Information only to those of its
               agents, employees, representatives and Affiliates who have a need
               for  it  in  connection with the use or provision of any services
               required  to  fulfill  this  Agreement;  and


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               (d)  it  will,  and  will  cause  each  of its agents, employees,
               representatives  and  Affiliates,  to  use  such  Proprietary
               Information  only to perform its obligations under this Agreement
               or to use services provided by the Disclosing Party hereunder and
               for  no  other  purpose,  including  its  own marketing purposes.

          20.2.2  A  Receiving  Party  may disclose Proprietary Information of a
          Disclosing  Party  to  the  Receiving  Party's  agents,  employees,
          representatives  and  Affiliates  who need to know such information to
          perform  their  obligations under this Agreement; provided that before
          disclosing  any  Proprietary  Information  to  any  agent,  employee,
          representative  or  Affiliate,  the  Receiving Party shall notify such
          agent,  employee,  representative  or  Affiliate  of  such  Party's
          obligation  to  comply  with  this  Agreement.  Any Receiving Party so
          disclosing  Proprietary  Information  shall  be  jointly and severally
          liable  for  any  breach  of  this  Agreement  by  any  of its agents,
          employees,  representatives  and  Affiliates  and such Receiving Party
          agrees,  at its sole expense, to use its reasonable efforts (including
          court  proceedings) to restrain its agents, employees, representatives
          and  Affiliates  from any prohibited or unauthorized disclosure or use
          of  the  Proprietary  Information.  Each  Receiving  Party making such
          disclosure shall notify the Disclosing Party as soon as possible if it
          has knowledge of a breach of this Agreement in any material respect. A
          Disclosing  Party  shall not disclose Proprietary Information directly
          to  an  agent,  employee, representative or Affiliate of the Receiving
          Party  without the prior written authorization of the Receiving Party.

          20.2.3  Proprietary  Information  shall  not  be  reproduced  by  any
          Receiving  Party  in  any  form  except to the extent (i) necessary to
          comply  with  the  provisions  of  Section  20.5  and  (ii) reasonably
          necessary  to  perform  its obligations under this Agreement. All such
          reproductions  shall  bear  the  same copyright and proprietary rights
          notices  as  are  contained  in  or  on  the  original.

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

          20.3.1  Was  at  the  time  of receipt, already known to the Receiving
          Party,  free  of  any obligation to keep confidential and evidenced by
          written records prepared prior to delivery by the Disclosing Party; or

          20.3.2  Is,  or  becomes publicly known through no wrongful act of the
          Receiving  Party;  or


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          20.3.3  Is  rightfully received from a Third Party having no direct or
          indirect secrecy or confidentiality obligation to the Disclosing Party
          with  respect  to such information; provided that such Receiving Party
          has  exercised  commercially  reasonable  efforts to determine whether
          such  Third  Party  has  any  such  obligation;  or

          20.3.4 Is independently developed by an agent, employee representative
          or  Affiliate of the Receiving Party and such Party is not involved in
          any  manner  with the provision of services pursuant to this Agreement
          and  does  not  have  any direct or indirect access to the Proprietary
          Information;  or

          20.3.5  Is  disclosed to a Third Party by the Disclosing Party without
          similar  restrictions  on  such  Third  Party's  rights;  or

          20.3.6  Is  approved  for  release  by  written  authorization  of the
          Disclosing Party, but only to the extent of the authorization granted;
          or

          20.3.7  Is  required to be made public by the Receiving Party pursuant
          to  Applicable  Law  or  regulation,  provided that such production or
          disclosure  shall  have  been  made  in  accordance with Section 20.5.

     20.4  Proposed  Disclosure  of  Proprietary  Information  to a Governmental
     Authority

          20.4.1  If  a  Receiving  Party  desires  to  disclose or provide to a
          Commission,  the  FCC  or  any  other  governmental  authority  any
          Proprietary  Information of the Disclosing Party, such Receiving Party
          shall, prior to and as a condition of such disclosure, (i) provide the
          Disclosing  Party  with  written  notice and the form of such proposed
          disclosure  as soon as possible but in any event early enough to allow
          the  Disclosing  Party  to  protect  its  interests in the Proprietary
          Information  to  be disclosed and (ii) attempt to obtain in accordance
          with  the  applicable  procedures  of  the  intended recipient of such
          Proprietary  Information an appropriate order for protective relief or
          other reliable assurance that confidential treatment shall be accorded
          to  such  Proprietary  Information.

          20.4.2  If a Receiving Party is required by any Governmental Authority
          or  by  Applicable  Law  to disclose any Proprietary Information, then
          such  Receiving  Party shall provide the Disclosing Party with written
          notice  of such requirement as soon as possible, and in no event later
          than  five  (5)  calendar  days after receipt of such requirement, and
          prior  to  such  disclosure.  Upon  receipt  of  written notice of the
          requirement  to  disclose


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          Proprietary Information, the Disclosing Party at its expense, may then
          either  seek  appropriate  protective  relief  in  advance  of  such
          requirement  to  prevent  all  or part of such disclosure or waive the
          Receiving  Party's  compliance  with this Section 20.4 with respect to
          all  or  part  of  such  requirement.

          20.4.3  The  Receiving  Party  shall  use  all commercially reasonable
          efforts to cooperate with the Disclosing Party in attempting to obtain
          any  protective  relief  which  such  Disclosing Party chooses to seek
          pursuant  to  this Section 20.4. In the absence of such relief, if the
          Receiving  Party  is  legally  compelled  to  disclose any Proprietary
          Information,  then the Receiving Party shall exercise all commercially
          reasonable  efforts to preserve the confidentiality of the Proprietary
          information, including cooperating with the Disclosing Party to obtain
          an appropriate order for protective relief or other reliable assurance
          that  confidential  treatment  will  be  accorded  the  Proprietary
          Information.

     20.5 Notwithstanding any of the foregoing, SBC-13STATE shall be entitled to
     disclose  Proprietary  Information  on  a  confidential basis to regulatory
     agencies  upon request for information as to SBC-13STATE's activities under
     the  Act  and  SBC-13STATE  need  not  provide prior written notice of such
     disclosure  to  CLEC  if  SBC-13STATE has obtained an appropriate order for
     protective  relief  or other reliable assurance that confidential treatment
     shall  be  accorded  to  such  Proprietary  Information.

     20.6  Return  of  Proprietary  Information
           ------------------------------------

          20.6.1 All Proprietary Information, other than Derivative Information,
          shall  remain  the property of the Disclosing Party, and all documents
          or  other  tangible media delivered to the Receiving Party that embody
          such Proprietary Information shall be, at the option of the Disclosing
          Party,  either  promptly  returned  to  Disclosing Party or destroyed,
          except  as  otherwise  may be required from time to time by Applicable
          Law  (in  which  case  the  use  and  disclosure  of  such Proprietary
          Information  will  continue to be subject to this Agreement), upon the
          earlier of (i) the date on which the Receiving Party's need for it has
          expired  and  (ii)  the  expiration  or termination of this Agreement.

          20.6.2  At  the  request  of  the  Disclosing  Party,  any  Derivative
          Information  shall  be,  at  the option of the Receiving Party, either
          promptly  returned  to  the  Disclosing  Party or destroyed, except as
          otherwise  may  be  required  from  time to time by Applicable Law (in
          which  case the use and disclosure of such Derivative Information will
          continue  to  be  subject  to  this


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          Agreement),  upon  the  earlier of (i) the date on which the Receiving
          Party's need for it has expired and (ii) the expiration or termination
          of  this  Agreement.

          20.6.3  The  Receiving  Party  may  at  any  time  either  return  the
          Proprietary  Information  to  the  Disclosing  Party  or  destroy such
          Proprietary  Information.  If  the  Receiving  Party elects to destroy
          Proprietary  Information,  all  copies  of  such  information shall be
          destroyed  and  upon  the written request of the Disclosing Party, the
          Receiving  Party  shall  provide  to  the  Disclosing  Party  written
          certification  of  such  destruction.  The  destruction  or  return of
          Proprietary  information  shall not relieve any Receiving Party of its
          obligation  to  continue  to treat such Proprietary Information in the
          manner  required  by  this  Agreement.

     20.7 Notwithstanding any other provision of this Agreement, the Proprietary
     Information  provisions  of  this  Agreement shall apply to all information
     furnished  by  either  Party  to the other in furtherance of the purpose of
     this  Agreement,  even  if  furnished before the date of this Agreement and
     each  Party's  obligation  to  safeguard  Proprietary Information disclosed
     prior  to  expiration  or  termination  of this Agreement will survive such
     expiration  or  termination.

     20.8  Pursuant  to  Section  222(b) of the Act, both Parties agree to limit
     their  use  of  Proprietary  Information  received  from  the  other to the
     permitted  purposes  identified  in  the  Act.

     20.9  Each  Party  has  the  right  to  refuse  to  accept any Confidential
     Information  under this Agreement, and nothing herein shall obligate either
     Party  to  disclose  to  the  other  Party  any  particular  information.

     20.10  The  Parties  agree  that  an impending or existing violation of any
     provision  of  this Section 20 would cause the Disclosing Party irreparable
     injury  for  which  it would have no adequate remedy at law, and agree that
     Disclosing  Party  shall  be entitled to obtain immediate injunctive relief
     prohibiting  such  violation,  in addition to any other rights and remedies
     available  to  it  at law or in equity, including both specific performance
     and  monetary  damages.  In  the event of any breach of this Section 20 for
     which  legal  or equitable relief is sought, all reasonable attorney's fees
     and other reasonable costs associated therewith shall be recoverable by the
     prevailing  Party.

21.     INTERVENING  LAW

     21.1 This Agreement is entered into as a result of both private negotiation
     between  the  Parties  and  the  incorporation  of  some  of the results of
     arbitration  by  the Commissions. In the event that any of the rates, terms
     and/or  conditions  herein,  or


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     21.2  any  of  the laws or regulations that were the basis or rationale for
     such  rates,  terms  and/or  conditions  in the Agreement, are invalidated,
     modified  or  stayed  by  any  action of any state or federal regulatory or
     legislative  bodies  or courts of competent jurisdiction, including but not
     limited  to  any  decision  by  the  Eighth  Circuit relating to any of the
     costing/pricing  rules adopted by the FCC in its First Report and Order, In
     re:  Implementation  of  the  Local  Competition  Provisions  in  the
     Telecommunications  Act  of  1996,  11  FCC  Rcd 15499 (1996)(e.g., Section
     51.501,  et  seq.),  upon  review and remand from the United States Supreme
     Court,  in  AT&T  Corp.  v.  Iowa  Utilities  Bd., 119 S. Ct. 721 (1999) or
     Ameritech  v.  FCC,  No.  98-1381, 1999 WL 116994, 1999 Lexis 3671 (June 1,
     1999),  the  affected provision shall be immediately invalidated, modified,
     or  stayed,  consistent  with the action of the legislative body, court, or
     regulatory  agency upon the written request of either Party. In such event,
     the  Parties  shall  expend  diligent  efforts  to  arrive  at an agreement
     regarding  the  appropriate  conforming  modifications to the Agreement. If
     negotiations  fail,  disputes  between  the  Parties  concerning  the
     interpretation  of  the  actions  required  or  provisions affected by such
     governmental  actions  shall be resolved pursuant to the dispute resolution
     process  provided  for  in  this  Agreement.  Without  limiting the general
     applicability of the foregoing, the Parties acknowledge that on January 25,
     1999,  the  United States Supreme Court issued its opinion in AT&T Corp. v.
     Iowa  Utilities  Bd., 119 S. Ct. 721 (1999) and on June 1, 1999, the United
     States  Supreme  Court issued its opinion in Ameritech v. FCC, No. 98-1381,
     1999  WL  116994,  1999  Lexis  3671  (1999).  In  addition,  the  Parties
     acknowledge  that  on November 5, 1999, the FCC issued its Third Report and
     Order  and  Fourth  Further  Notice of Proposed Rulemaking in CC Docket No.
     96-96  (FCC  99-238),  including the FCC's Supplemental Order issued In the
     Matter of the Local Competition Provisions of the Telecommunications Act of
     1996,  in  CC  Docket  No.  96-98  (FCC  99-370)  (rel. November 24, 1999),
     portions  of  which become effective thirty (30) days following publication
     of  such  Order  in  the  Federal  Register  (February  17, 2000) and other
     portions  of  which become effective 120 days following publication of such
     Order  in  the  Federal  Register  (May  17,  2000).  The  Parties  further
     acknowledge  and  agree  that  by  executing  this Agreement, neither Party
     waives  any  of  its  rights,  remedies,  or arguments with respect to such
     decisions  and any remand thereof, including its right to seek legal review
     or  a  stay  pending  appeal  of  such  decisions  or its rights under this
     Intervening  Law  paragraph.

22.     GOVERNING  LAW

     22.1  Unless  otherwise provided by Applicable Law, this Agreement shall be
     governed  by  and  construed  in accordance with the Act, the FCC Rules and
     Regulations  interpreting  the Act and other applicable federal law. To the
     extent  that  federal  law  would  apply  state  law  in  interpreting this
     Agreement,  the  domestic  laws  of the state in which the Interconnection,
     Resale  Services,  Network  Elements,  functions,  facilities, products and
     services  at  issue  are furnished or sought shall apply, without regard to
     that  state's  conflict  of  laws  principles.  The  Parties  submit  to


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     personal  jurisdiction in Little Rock, Arkansas; San Francisco, California;
     New  Haven,  Connecticut; Chicago, Illinois; Indianapolis, Indiana; Topeka,
     Kansas;  Detroit,  Michigan;  St.  Louis, Missouri; Reno, Nevada; Columbus,
     Ohio;  Oklahoma City, Oklahoma; Dallas, Texas and Milwaukee, Wisconsin, and
     waive  any  and  all  objection  to  any  such  venue.

23.     REGULATORY  APPROVAL

     23.1 The Parties understand and agree that this Agreement and any amendment
     or  modification  hereto  will be filed with the Commission for approval in
     accordance with Section 252 of the Act and may thereafter be filed with the
     FCC.  The  Parties  believe in good faith and agree that the services to be
     provided  under  this  Agreement  are  in  the  public interest. Each Party
     covenants  and  agrees  to  fully support approval of this Agreement by the
     Commission  or  the  FCC under Section 252 of the Act without modification.

24.     CHANGES  IN  END  USER  LOCAL  EXCHANGE  SERVICE  PROVIDER  SELECTION

     24.1  Applies  to  SBC-12STATE  ONLY

          24.1.1  Each Party will abide by applicable federal and state laws and
          regulations  in  obtaining End User authorization prior to changing an
          End  User's  Local  Exchange  Carrier  to  itself  and  in  assuming
          responsibility  for  any  applicable  charges  as specified in Section
          258(b) of the Telecommunications Act of 1996. Each Party shall deliver
          to  the  other Party a representation of authorization that applies to
          all  orders  submitted by a Party under this Agreement requiring a LEC
          change.  A  Party's representation of authorization shall be delivered
          to  the  other  Party  prior to the first order submitted to the other
          Party.  Each  Party  shall  retain  on file all applicable letters and
          other  documentation  of  authorization  relating  to  its  End User's
          selection  of  such  Party  as  its  LEC, which documentation shall be
          available  for  inspection  by  the  other Party at its request during
          normal  business  hours  and  at  no  charge.

          24.1.2  Only  an  End User can initiate a challenge to a change in its
          LEC.  If  an  End  User  notifies one Party that the End User requests
          local  exchange  service,  and the other Party is such End User's LEC,
          then  the  Party  receiving  such request shall be free to immediately
          access  such  End  User's  CPNI  subject  to  the  requirements of the
          applicable  Appendix  OSS  restricting  access  to  CPNI  in  order to
          immediately  provide  service  to  such  End  User.


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          24.1.3  When  an  End User changes or withdraws authorization from its
          LEC,  each  Party shall release End User-specific facilities belonging
          to the ILEC in accordance with the End User's direction or that of the
          End  User's  authorized  agent. Further, when an End User abandons its
          premise  (that  is, its place of business or domicile), SBC-12STATE is
          free  to  reclaim  the unbundled Network Element facilities for use by
          another  End  User  and  is  free  to issue service orders required to
          reclaim  such  facilities.

     24.2  Applies  to  SNET  only

          24.2.1  The  Parties  agree that CLEC will not submit a Local Exchange
          Carrier  order for an End User to the Local Service Provider currently
          serving that End User without proper authorization from that End User,
          as required by the FCC in Subpart K, Part 64 rules and regulations and
          by  the DPUC in its applicable rules and regulations. SNET's wholesale
          tariff,  Section 18, further documents requirements for Local Exchange
          Carrier  changes  and  required  End  User  authorizations.

          24.2.2  The Parties agree to the re-use of existing network facilities
          when  an  End  User changes its provider of local exchange service and
          the  network  facilities  are  provided  by the same network provider.


25.     COMPLIANCE  AND  CERTIFICATION

     25.1  Each  Party  shall comply at its own expense with all Applicable Laws
     that  relate  to  that  Party's  obligations  to the other Party under this
     Agreement.  Nothing  in  this  Agreement shall be construed as requiring or
     permitting  either  Party  to  contravene  any  mandatory  requirement  of
     Applicable  Law.

     25.2  Each  Party  warrants  that  it  has  obtained  all  necessary  state
     certification  required  in  each  state covered by this Agreement prior to
     ordering any Interconnection, Resale Services, Network Elements, functions,
     facilities,  products  and  services  from the other Party pursuant to this
     Agreement.  Upon  request, each Party shall provide proof of certification.

     25.3  Each  Party  shall be responsible for obtaining and keeping in effect
     all  approvals  from,  and  rights  granted  by,  Governmental Authorities,
     building  and  property owners, other carriers, and any other Third Parties
     that  may be required in connection with the performance of its obligations
     under  this  Agreement.

     25.4  Each  Party represents and warrants that any equipment, facilities or
     services  provided  to the other Party under this Agreement comply with the
     CALEA.


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26.     LAW  ENFORCEMENT

     26.1  SBC-12 STATE and CLEC shall reasonably cooperate with the other Party
     in  handling  law  enforcement  requests  as  follows:

          26.1.1  Intercept  Devices:

               26.1.1.1  Local and federal law enforcement agencies periodically
               request  information  or  assistance from local telephone service
               providers.  When  either Party receives a request associated with
               an  End  User  of the other Party, it shall refer such request to
               the  Party  that serves such End User, unless the request directs
               the  receiving  Party to attach a pen register, trap-and-trace or
               form  of  intercept on the Party's facilities, in which case that
               Party  shall  comply  with  any  valid  request.

          26.1.2.  Subpoenas:

               26.1.2.1  If  a  Party  receives  a  subpoena  for  information
               concerning  an  End User the Party knows to be an End User of the
               other  Party, it shall refer the subpoena to the Requesting Party
               with  an  indication  that  the  other  Party  is the responsible
               company,  unless  the  subpoena  requests records for a period of
               time  during which the receiving Party was the End User's service
               provider,  in  which  case  that  Party will respond to any valid
               request.

          26.1.3  Emergencies:

               26.1.3.1  If  a  Party  receives a request from a law enforcement
               agency  for  a  temporary number change, temporary disconnect, or
               one-way  denial of outbound calls by the receiving Party's switch
               for  an  End  User  of the other Party, that Receiving Party will
               comply  with  a  valid  emergency request. However, neither Party
               shall  be  held  liable  for  any  claims  or Losses arising from
               compliance  with such requests on behalf of the other Party's End
               User  and the Party serving such End User agrees to indemnify and
               hold  the other Party harmless against any and all such claims or
               Losses.

     26.2  SNET  and  CLEC  shall  reasonably  cooperate with the other Party in
     handling  law  enforcement  requests  as  follows:

          26.2.1  Each  of the Parties agree to comply with the applicable state
          and  federal  law  enforcement  authorities,  laws,  and requirements,
          including  but  not  limited to, the Communications Assistance for Law
          Enforcement  Act


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          (CALEA)  and to report to applicable State and Federal law enforcement
          authorities  as  required  by law, the Telecommunications Services and
          related  information  provided  by each of the Parties in Connecticut.

27.     RELATIONSHIP  OF  THE  PARTIES/INDEPENDENT  CONTRACTOR

     27.1  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 and
     each  Party's  contractor(s)  shall  be  solely responsible for all matters
     relating to payment of such employees, including the withholding or payment
     of  all  applicable  federal, state and local income taxes, social security
     taxes and other payroll taxes with respect to its employees, as well as any
     taxes,  contributions  or  other  obligations  imposed  by applicable state
     unemployment  or  workers'  compensation  acts  and  all  other regulations
     governing such matters. Each Party has sole authority and responsibility to
     hire,  fire  and  otherwise  control  its  employees.

     27.2  Nothing  contained  herein  shall  constitute  the  Parties  as joint
     venturers,  partners, employees or agents of one another, and neither Party
     shall have the right or power to bind or obligate the other. Nothing herein
     will  be  construed  as  making  either Party responsible or liable for the
     obligations  and  undertakings  of  the  other Party. Except for provisions
     herein  expressly  authorizing  a Party to act for another, nothing in this
     Agreement  shall  constitute  a Party as a legal representative or agent of
     the  other  Party, nor shall a Party have the right or authority to assume,
     create  or  incur  any  liability or any obligation of any kind, express or
     implied,  against  or  in  the  name or on behalf of the other Party unless
     otherwise  expressly  permitted  by  such  other Party. Except as otherwise
     expressly  provided  in  this Agreement, no Party undertakes to perform any
     obligation  of  the  other  Party, whether regulatory or contractual, or to
     assume any responsibility for the management of the other Party's business.

28.     NO  THIRD  PARTY  BENEFICIARIES;  DISCLAIMER  OF  AGENCY

     28.1  This  Agreement  is  for  the  sole  benefit of the Parties and their
     permitted  assigns, and nothing herein expressed or implied shall create or
     be  construed  to create any Third Party beneficiary rights hereunder. This
     Agreement  shall not provide any Person not a party hereto with any remedy,
     claim,  liability, reimbursement, cause of action, or other right in excess
     of  those  existing  without  reference  hereto.


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29.     ASSIGNMENT

     29.1  CLEC  may  not  assign  or  transfer  (whether by operation of law or
     otherwise)  this  Agreement  (or  any rights or obligations hereunder) to a
     third  person  without  the  prior written consent of SBC-13STATE; provided
     that  CLEC  may  assign  or  transfer  this  Agreement  to its Affiliate by
     providing ninety (90) calendar days' prior written notice to SBC-13STATE of
     such assignment or transfer; provided, further, that such assignment is not
     inconsistent  with  Applicable Law (including the Affiliate's obligation to
     obtain  proper  Commission  certification  and  approvals) or the terms and
     conditions  of  this Agreement. Notwithstanding the foregoing, CLEC may not
     assign  or transfer this Agreement (or any rights or obligations hereunder)
     to  its Affiliate if that Affiliate is a party to a separate agreement with
     SBC-13STATE under Sections 251 and 252 of the Act. Any attempted assignment
     or  transfer  that  is  not  permitted  is  void  ab  initio.

     29.2 As a condition of any assignment or transfer of this Agreement (or any
     rights  hereunder)  that  is permitted under or consented to by SBC-13STATE
     pursuant  to  this Section 29, CLEC agrees that any change, modification or
     other  activity  required  for  SBC-13STATE to accommodate or recognize the
     successor  to  or  assignee  of  CLEC  shall  be a CLEC Change and shall be
     subject  to  Section  4.9.  SBC-13STATE shall have no obligation to proceed
     with  such  activities  nor  shall  any  otherwise acceptable assignment or
     transfer  be effective against SBC-13STATE until the Parties agree upon the
     charges  that  apply  to  such  CLEC  Change.

     29.3  If during the Term, SBC-13STATE sells, assigns or otherwise transfers
     any  ILEC  Territory  or ILEC Assets to a person other than an Affiliate or
     subsidiary,  SBC-13STATE  shall  provide  CLEC  not  less  than ninety (90)
     calendar  days  prior  written notice of such sale, assignment or transfer.
     Upon  the  consummation  of  such  sale,  assignment  or  transfer,  CLEC
     acknowledges  that SBC-13STATE shall have no further obligations under this
     Agreement  with  respect to the ILEC Territories and/or ILEC Assets subject
     to  such sale, assignment or transfer, and that CLEC must establish its own
     Section  251  and 252 arrangement with the successor to such ILEC Territory
     and/or  ILEC  Assets.

30.     DELEGATION  TO  AFFILIATE

     30.1  Each  Party  may  without  the consent of the other Party fulfill its
     obligations under this Agreement by itself or may cause its Affiliate(s) to
     take  some  or  all  of such actions to fulfill such obligations. Upon such
     delegation,  the  Affiliate  shall  become a primary obligor hereunder with
     respect  to the delegated matter, but such delegation shall not relieve the
     delegating  Party  of  its  obligations  as co-obligor hereunder. Any Party
     which  elects  to  perform its obligations through an Affiliate shall cause
     its  Affiliate  to  take  all  action necessary for the performance of such


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     Party's  obligations  hereunder. Each Party represents and warrants that if
     an obligation under this Agreement is to be performed by an Affiliate, such
     Party  has the authority to cause such Affiliate to perform such obligation
     and  such  Affiliate  will  have  the  resources required to accomplish the
     delegated  performance.

31.     SUBCONTRACTING

     31.1 If either Party retains or engages any subcontractor to perform any of
     that Party's obligations under this Agreement, 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.

     31.2  Each  Party  will be solely responsible for payments due that Party's
     subcontractors.

     31.3  No  subcontractor  will  be  deemed a Third Party beneficiary for any
     purposes  under  this  Agreement.

     31.4  No  contract,  subcontract  or other agreement entered into by either
     Party  with  any  Third  Party  in  connection  with  the  provision  of
     Interconnection,  Resale Services, Network Elements, functions, facilities,
     products  and  services hereunder will provide for any indemnity, guarantee
     or  assumption  of  liability  by  the  other  Party to this Agreement with
     respect to such arrangement, except as consented to in writing by the other
     Party.

     31.5 Any subcontractor that gains access to CPNI or Proprietary Information
     covered  by this Agreement shall be required by the subcontracting Party to
     protect  such  CPNI  or  Proprietary  Information  to  the  same extent the
     subcontracting  Party  is  required  to  protect  such  CPNI or Proprietary
     Information  under  the  terms  of  this  Agreement.

32.     HAZARDOUS  SUBSTANCES AND RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

     32.1 Each Party will be solely responsible at it own expense for the proper
     handling,  storage, transport, treatment, disposal and use of all Hazardous
     Substances  by  such  Party  and  its  contractors  and  agents. "Hazardous
     Substances"  includes  those  substances:

          32.1.1  included  within  the  definition  of  hazardous  substance,
          hazardous  waste,  hazardous material, toxic substance, solid waste or
          pollutant  or  contaminant  under  any  Applicable  Law,  and

          32.1.2  listed  by  any  governmental agency as a hazardous substance.


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     32.2  CLEC  will  in  no  event  be  liable  to  SBC-13 STATE for any costs
     whatsoever  resulting  from  the  presence  or release of any environmental
     hazard,  including Hazardous Substances, that CLEC did not introduce to the
     affected  work  location.  SBC-13STATE  will  indemnify,  defend (at CLEC's
     request)  and  hold  CLEC and each of its officers, directors and employees
     harmless  from  and  against  any  Loss that arises out of or results from:

          32.2.1  Any  Environmental Hazard that SBC-13STATE, its contractors or
          agents  introduce  to  the  work  locations,  or

          32.2.2  The  presence or Release of any Environmental Hazard for which
          SBC-13STATE  is  responsible  under  Applicable  Law.

     32.3  SBC-13STATE  will  in  no  event  be  liable  to  CLEC  for any costs
     whatsoever  resulting  from  the  presence  or Release of any Environmental
     Hazard  that  SBC-13STATE  did not introduce to the affected work location.
     CLEC will indemnify, defend (at SBC-13STATE's request) and hold SBC-13STATE
     and each of its officers, directors and employees harmless from and against
     any  Loss  that  arises  out  of  or  results  from:

          32.3.1  any  Environmental Hazard that CLEC, its contractors or agents
          introduce  to  the  work  locations,  or

          32.3.2  the  presence or Release of any Environmental Hazard for which
          CLEC  is  responsible  under  Applicable  Law.

33.     FORCE  MAJEURE

     33.1 No Party shall be responsible for delays or failures in performance of
     any  part  of  this  Agreement  (other  than  an  obligation  to make money
     payments)  resulting from acts or occurrences beyond the reasonable control
     of  such  Party,  including  acts  of  nature,  acts  of  civil or military
     authority,  any  law,  order,  regulation,  ordinance  of  any Governmental
     Authority,  embargoes,  epidemics,  terrorist  acts,  riots, insurrections,
     fires, explosions, earthquakes, nuclear accidents, hurricanes, floods, work
     stoppages,  equipment  failures,  cable  cuts,  power  blackouts,  volcanic
     action,  other  major  environmental disturbances, unusually severe weather
     conditions,  inability  to  secure products or services of other persons or
     transportation  facilities  or acts or omissions of transportation carriers
     (individually  or  collectively,  a  "FORCE MAJEURE EVENT") or any Delaying
     Event  caused  by  the  other  Party  or any other circumstances beyond the
     Party's reasonable control. If a Force Majeure Event shall occur, the Party
     affected  shall give prompt notice to the other Party of such Force Majeure
     Event  specifying  the  nature,  date of inception and expected duration of
     such Force Majeure Event, whereupon such obligation or performance shall be
     suspended  to  the  extent  such  Party  is  affected by such Force Majeure


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     Event  during  the  continuance thereof or be excused from such performance
     depending  on the nature, severity and duration of such Force Majeure Event
     (and  the  other  Party  shall  likewise be excused from performance of its
     obligations  to  the  extent  such  Party's  obligations  relate  to  the
     performance  so  interfered  with).  The  affected  Party  shall  use  its
     reasonable  efforts  to avoid or remove the cause of nonperformance and the
     Parties  shall  give  like notice and proceed to perform with dispatch once
     the  causes  are  removed  or  cease.

34.     TAXES

     34.1  Each  Party  purchasing  Interconnection,  Resale  Services,  Network
     Elements, functions, facilities, products and services under this Agreement
     shall  pay  or  otherwise  be  responsible for all federal, state, or local
     sales,  use,  excise, gross receipts, municipal fees, transfer, transaction
     or  similar  taxes,  fees, or surcharges (hereinafter "Tax") imposed on, or
     with  respect  to,  the Interconnection, Resale Services, Network Elements,
     functions,  facilities, products and services under this Agreement provided
     by  or  to  such  Party, except for (a) any Tax on either party's corporate
     existence, status, or income or (b) any corporate franchise Taxes. Whenever
     possible,  Taxes  shall  be  billed  as  a  separate  item  on the invoice.

     34.2  With  respect  to  any  purchase of Interconnection, Resale Services,
     Network  Elements,  functions, facilities, products and services under this
     Agreement  if  any  Tax  is  required  or permitted by Applicable Law to be
     collected  from  the purchasing Party by the providing Party, then: (i) the
     providing  Party  shall  bill  the  purchasing Party for such Tax; (ii) the
     purchasing Party shall remit such Tax to the providing Party; and (iii) the
     providing  Party  shall  remit  such collected Tax to the applicable taxing
     authority.  Failure  to  include  Taxes  on  an  invoice  or to state a Tax
     separately  shall  not impair the obligation of the purchasing Party to pay
     any  Tax.  Nothing shall prevent the providing Party from paying any Tax to
     the  appropriate  taxing  authority  prior  to  the  time: (1) it bills the
     purchasing  Party  for  such  Tax,  or  (2)  it  collects  the Tax from the
     purchasing  Party.  Notwithstanding  anything  in  this  Agreement  to  the
     contrary,  the purchasing Party shall be liable for and the providing Party
     may  collect  Taxes which were assessed by or paid to an appropriate taxing
     authority  within  the statute of limitations period but not included on an
     invoice  within  four  (4)  years  after the Tax otherwise was owed or due.

     34.3  With  respect  to  any  purchase hereunder of Interconnection, Resale
     Services,  Network  Elements,  functions, facilities, products and services
     under  this  Agreement  that  are  resold  to  a third party, if any Tax is
     imposed  by  Applicable  Law  on  the  End User in connection with any such
     purchase, then: (i) the purchasing Party shall be required to impose and/or
     collect  such  Tax  from  the End User; and (ii) the purchasing Party shall
     remit  such  Tax  to  the applicable taxing authority. The purchasing Party
     agrees  to  indemnify  and  hold harmless the


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     providing  Party  for any costs incurred by the providing Party as a result
     of actions taken by the applicable taxing authority to collect the Tax from
     the  providing  Party  due to the failure of the purchasing Party to pay or
     collect  and  remit  such  tax  to  such  authority.

     34.4 If the providing Party fails to bill or to collect any Tax as required
     herein,  then, as between the providing Party and the purchasing Party: (i)
     the purchasing Party shall remain liable for such uncollected Tax; and (ii)
     the  providing  Party shall be liable for any penalty and interest assessed
     with  respect  to  such  uncollected Tax by such authority. However, if the
     purchasing  Party  fails to pay any Taxes properly billed, then, as between
     the  providing Party and the purchasing Party, the purchasing Party will be
     solely  responsible  for  payment  of  the  Taxes,  penalty  and  interest.

     34.5  If  the  purchasing Party fails to impose and/or collect any Tax from
     End  Users as required herein, then, as between the providing Party and the
     purchasing  Party,  the  purchasing  Party  shall  remain  liable  for such
     uncollected  Tax and any interest and penalty assessed thereon with respect
     to  the uncollected Tax by the applicable taxing authority. With respect to
     any  Tax  that  the  purchasing Party has agreed to pay or impose on and/or
     collect  from  End Users, the purchasing Party agrees to indemnify and hold
     harmless  the providing Party for any costs incurred by the providing Party
     as  a result of actions taken by the applicable taxing authority to collect
     the Tax from the providing Party due to the failure of the purchasing Party
     to  pay  or  collect  and  remit  such  Tax  to  such  authority.

     34.6 If either Party is audited by a taxing authority or other Governmental
     Authority,  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.

     34.7  To  the extent a sale is claimed to be for resale and thus subject to
     tax  exemption,  the  purchasing  Party shall furnish the providing Party a
     proper  resale  tax  exemption  certificate  as  authorized  or required by
     statute  or  regulation  of  the  jurisdiction  providing  said  resale tax
     exemption.  Failure to timely provide said resale tax exemption certificate
     will result in no exemption being available to the purchasing Party for any
     period  prior  to  the  date  that  the  purchasing  Party presents a valid
     certificate.  If  Applicable  Law  excludes  or  exempts  a  purchase  of
     Interconnection,  Resale Services, Network Elements, functions, facilities,
     products  and  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 (a) furnishes the providing Party with a
     letter  signed  by an officer of the purchasing Party claiming an exemption
     and identifying the Applicable Law that both allows such exemption and does
     not  require an exemption certificate; and (b) supplies the providing Party
     with  an


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     indemnification  agreement,  reasonably  acceptable to the providing Party,
     which holds the providing Party harmless from any tax, interest, penalties,
     loss,  cost  or  expense  with  respect  to forbearing to collect such Tax.

     34.8 With respect to any Tax or Tax controversy covered by this SECTION 34,
     the purchasing Party is entitled to contest with the imposing jurisdiction,
     pursuant  to  Applicable  Law  and  at  its own expense, any Tax that it is
     ultimately  obligated  to  pay or collect. The purchasing Party will ensure
     that no lien is attached to any asset of the providing Party as a result of
     any  contest.  The purchasing Party shall be entitled to the benefit of any
     refund  or  recovery  of amounts that it had previously paid resulting from
     such  a  contest.  Amounts  previously paid by the providing Party shall be
     refunded  to the providing Party. The providing Party will cooperate in any
     such  contest.

     34.9  All  notices,  affidavits,  exemption  certificates  or  other
     communications  required  or  permitted  to be given by either Party to the
     other  under  this  Section  34 shall be sent in accordance with Section 17
     hereof.

35.     NON-WAIVER

     35.1  Except  as  otherwise  specified  in this Agreement, no waiver of any
     provision  of  this  Agreement  and  no  consent  to any default under this
     Agreement  shall  be  effective  unless the same is in writing and properly
     executed  by  or on behalf of the Party against whom such waiver or consent
     is  claimed. Waiver by either Party of any default by the other Party shall
     not  be  deemed  a  waiver of any other default. Failure of either Party to
     insist  on  performance  of  any  term or condition of this Agreement or to
     exercise  any  right  or  privilege  hereunder  shall not be construed as a
     continuing or future waiver of such term, condition, right or privilege. No
     course  of  dealing  or  failure of any Party to strictly enforce any term,
     right, or condition of this Agreement in any instance shall be construed as
     a  general  waiver  or  relinquishment  of  such  term, right or condition.

36.     NETWORK  MAINTENANCE  AND  MANAGEMENT

     36.1  The  Parties will work cooperatively to implement this Agreement. The
     Parties  will  exchange  appropriate  information (for example, maintenance
     contact  numbers,  network information, information required to comply with
     law  enforcement  and other security agencies of the Government, escalation
     processes,  etc.)  to  achieve  this  desired  result.

     36.2  Each  Party  will administer its network to ensure acceptable service
     levels  to  all users of its network services. Service levels are generally
     considered acceptable only when End Users are able to establish connections
     with  little  or  no  delay


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     encountered  in  the  network.  Each  Party  will provide a 24-hour contact
     number  for  Network  Traffic Management issues to the other's surveillance
     management  center.

     36.3 Each Party maintains the right to implement protective network traffic
     management  controls,  such  as  "cancel to", "call gapping" or 7-digit and
     10-digit  code  gaps,  to selectively cancel the completion of traffic over
     its network, including traffic destined for the other Party's network, when
     required to protect the public-switched network from congestion as a result
     of  occurrences  such as facility failures, switch congestion or failure or
     focused  overload.  Each  Party shall immediately notify the other Party of
     any  protective  control  action  planned  or  executed.

     36.4  Where  the  capability  exists,  originating  or  terminating traffic
     reroutes  may be implemented by either Party to temporarily relieve network
     congestion  due to facility failures or abnormal calling patterns. Reroutes
     shall  not be used to circumvent normal trunk servicing. Expansive controls
     shall  be  used  only  when  mutually  agreed  to  by  the  Parties.

     36.5  The  Parties  shall  cooperate  and  share  pre-planning  information
     regarding  cross-network  call-ins  expected  to  generate large or focused
     temporary  increases  in  call volumes to prevent or mitigate the impact of
     these  events  on  the public-switched network, including any disruption or
     loss  of  service  to  the other Party's End Users. Facsimile (FAX) numbers
     must  be  exchanged  by  the  Parties to facilitate event notifications for
     planned  mass  calling  events.

     36.6  Neither  Party shall use any Interconnection, Resale Service, Network
     Element,  function,  facility,  product  or  service  provided  under  this
     Agreement  or  any  other  service  related  thereto or used in combination
     therewith  in  any manner that interferes with any Party in the use of such
     Party's  Telecommunications  Service,  prevents  any  Party  from using its
     Telecommunications  Service,  impairs  the  quality  of  Telecommunications
     Service to other carriers or to either Party's End Users, causes electrical
     hazards to either Party's personnel, damage to either Party's facilities or
     equipment  or  malfunction of either Party's ordering or billing systems or
     equipment.  Upon  such  occurrence  either  Party may discontinue or refuse
     service,  but  only  for  so  long  as  the  other  Party is violating this
     provision.  Upon such violation, either Party shall provide the other Party
     notice  of  the  violation  at  the  earliest  practicable  time.

37.     SIGNALING

     37.1  The  Parties  will Interconnect their networks using SS7 signaling as
     defined  in  GR-000317-CORE  and  GR-000394-CORE,  including ISDN User Part
     (ISUP)  for  trunk  signaling and Transaction Capabilities Application Part
     (TCAP)  for  CCS-


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     based  features  in  the  Interconnection of their networks. Each Party may
     establish  CCS  interconnections  either  directly  and/or  through a Third
     Party.  If  CCS  interconnection  is established through a Third Party, the
     rates, terms, and conditions of the Parties' respective tariffs will apply.
     If  CCS  interconnection  is  established  directly  between  CLEC  and
     SBC-13STATE,  the  rates, terms, and conditions of Appendix SS7 will apply.

     37.2  The  Parties  will  cooperate  in  the  exchange  of TCAP messages to
     facilitate  full  interoperability  of  CCS-based  features  between  their
     respective  networks,  including  all  CLASS features and functions, to the
     extent  each Party offers such features and functions to its own End Users.
     All  CCS  signaling  parameters  deployed  by both Parties will be provided
     including  CPN.  All  privacy  indicators  will  be  honored.

38.     TRANSMISSION  OF  TRAFFIC  TO  THIRD  PARTIES

     38.1  CLEC  will not send to SBC-13STATE 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.     CUSTOMER  INQUIRIES

     39.1  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.

     39.2  Each  Party  will  ensure that all of its representatives who receive
     inquiries  regarding  the  other  Party's  services:

          39.2.1  Provide  the  number  described in Section 39.1 to callers who
          inquire  about  the  other  Party's  services  or  products;  and

          39.2.2  Do  not in any way disparage or discriminate against the other
          Party  or  its  products  or  services.

     39.3  Except  as  otherwise  provided  in this Agreement, CLEC shall be the
     primary  point of contact for CLEC's End Users with respect to the services
     CLEC  provides  such  End  Users.

     39.4 CLEC acknowledges that SBC-13STATE may, upon End User request, provide
     services  directly  to such End User similar to those offered to CLEC under
     this  Agreement.


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40.     EXPENSES

     40.1  Except  as  expressly set forth in this Agreement, each Party will be
     solely  responsible for its own expenses involved in all activities related
     to  the  matters  covered  by  this  Agreement.

     40.2  SBC-12STATE  and CLEC shall each be responsible for one-half (1/2) of
     expenses  payable  to  a  Third  Party for Commission fees or other charges
     (including  regulatory fees and any costs of notice or publication, but not
     including  attorney's  fees)  associated with the filing of this agreement.

41.     CONFLICT  OF  INTEREST

     41.1  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  negotiation  of  this  Agreement  or  any  associated  documents.

42.     SURVIVAL

     42.1  The  Parties'  obligations under this Agreement which by their nature
     are  intended  to  continue  beyond  the  termination or expiration of this
     Agreement  shall  survive  the termination or expiration of this Agreement.
     Without  limiting the general applicability of the foregoing, the following
     terms  and  conditions of the General Terms and Conditions are specifically
     agreed  by  the Parties to continue beyond the termination or expiration of
     this Agreement: Section 5.5; Section 5.6, Section 7.3; Section 8.1; Section
     8.4; Section 8.5; Section 8.6; Section 8.7; Section 10, Section 11; Section
     13;  Section  14; Section 15; Section 16.1; Section 18; Section 19; Section
     20;  Section  22;  Section 25.4; Section 26.1.3; Section 32; Section 34 and
     Section  42.

43.     SCOPE  OF  AGREEMENT

     43.1  This  Agreement  is  intended  to  describe  and  enable  specific
     Interconnection  and  compensation  arrangements  between the Parties. This
     Agreement is the arrangement under which the Parties may purchase from each
     other  the  products  and  services described in Section 251 of the Act and
     obtain approval of such arrangement under Section 252 of the Act. Except as
     agreed  upon  in  writing,  neither  Party shall be required to provide the
     other Party a function, facility, product, service or arrangement described
     in  the  Act  that  is  not  expressly  provided  herein.


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     43.2  Except as specifically contained herein or provided by the FCC or any
     Commission  within its lawful jurisdiction, nothing in this Agreement shall
     be  deemed  to  affect  any  access  charge  arrangement.

44.     AMENDMENTS  AND  MODIFICATIONS

     44.1  No provision of this Agreement shall be deemed amended or modified by
     either Party unless such an amendment or modification is in writing, dated,
     and  signed  by  an  authorized  representative of both Parties. The rates,
     terms and conditions contained in the amendment shall become effective upon
     approval  of  such  amendment  by  the  appropriate  Commissions.

     44.2  Neither Party shall be bound by any preprinted terms additional to or
     different  from those in this Agreement that may appear subsequently in the
     other Party's form documents, purchase orders, quotations, acknowledgments,
     invoices  or  other  communications.

45.     IN-REGION  MOST  FAVORED  NATIONS  (MFN)  BETWEEN  SBC  STATES

     45.1 Subject to the conditions and limitations specified in Paragraph 43 of
     the  SBC/Ameritech  Merger Conditions (See the FCC's Memorandum Opinion and
     Order  approving the SBC/Ameritech Merger Conditions, In re Applications of
     Ameritech  Corp.,  Transferor and SBC Communications, Inc., Transferee, For
     Consent to Transfer Control of Corporations Holding Commission Licenses and
     Lines  Pursuant  to  Sections  214 and 310(d) of the Communications Act and
     Parts  5,  22,  24,  25,  63,  90, 95 and 101 of the Commission's Rules, CC
     Docket  98-141, issued on October 8, 1999 ("FCC 99-279)), SBC-13STATE shall
     make  available  to  any  requesting  telecommunication  carrier  in  the
     SBC/Ameritech  Area  within  any  SBC/Ameritech  State  any interconnection
     arrangement  or  UNE  in  the  SBC/Ameritech  Service Area within any other
     SBC/Ameritech  state  that  (1)  was  negotiated  with a telecommunications
     carrier, pursuant to 47 U.S.C. 252(a)(1), by SBC-13STATE (that at all times
     during  the  interconnection  agreement negotiations was AN SBC-owned ILEC)
     and  (2) has been made available under an agreement to which SBC-13STATE is
     a  party.

     45.2  The Parties acknowledge and agree that it may require additional time
     to  implement  an  interconnection  arrangement  or  UNE  ported  from  one
     SBC-owned  ILEC state to another SBC-owned ILEC state pursuant to Paragraph
     43  of


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     the SBC/Ameritech Merger Conditions. Thus, when a CLEC exercises its option
     to adopt an interconnection arrangement or UNE in accordance with Paragraph
     43  of  the  SBC/Ameritech Merger Conditions, the Parties shall meet within
     thirty  (30)  calendar  days  of  state  commission  approval  of  the
     interconnection  agreement  or  amendment  containing  such interconnection
     arrangement  and/or  UNE  to agree upon an implementation schedule for such
     interconnection  arrangement  and/or  UNE.

     45.3  Paragraph  43  of the SBC/Ameritech Merger Conditions as well as this
     Section  45 shall expire the earliest of October 8, 2002 or the termination
     date  outlined  in  section  5  of the General Terms and Conditions of this
     Agreement,  whichever  is  earlier.

46.     APPENDICES  INCORPORATED  BY  REFERENCE

     46.1  ACCESS  TO  RIGHTS-OF-WAY  --  SECTION  251(b)(4)

          46.1.1  SBC-13STATE-  shall  provide to CLEC access to Poles, Conduits
          and  Rights  of  Ways  pursuant  to the applicable Appendix ROW, which
          is/are  attached  hereto  and  incorporated  herein  by  reference.

     46.2  COLLOCATION  --  SECTION  251(c)(6)

          46.2.1  Collocation  will  be  provided  pursuant  to  the  applicable
          Appendix Collocation, which is attached hereto and incorporated herein
          by  reference.

     46.3  DATABASE  ACCESS

          46.3.1  SBC13STATE  shall  provide to CLEC nondiscriminatory access to
          databases  and  associated  signaling  necessary  for call routing and
          completion  pursuant  to  the  applicable  Appendix  UNE, which IS/ARE
          attached  hereto  and  incorporated  herein  by  reference.

     46.4  DIALING  PARITY  --  SECTION  251(b)(3)

          46.4.1 The Parties shall provide Local Dialing Parity to each other as
          required  under  Section  251(b)(3)  of  the  Act.

          46.4.2 SBC12STATE shall provide IntraLATA Dialing Parity in accordance
          with  Section  271(e)(2)  of  the  Act.

     46.5  INTERCONNECTION  PURSUANT  TO  SECTION  251(c)(2)(A),(B),(C);  47 CFR
     51.305(a)(1)

          46.5.1  SBC-13STATE  shall  provide  to  CLEC  Interconnection  of the
          Parties'  facilities and equipment for the transmission and routing of
          Telephone


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          Exchange  Service  traffic and Exchange Access traffic pursuant to the
          applicable Appendix ITR, which IS/ARE attached hereto and incorporated
          herein  by  reference.  Methods  for  Interconnection  and  Physical
          Architecture shall be as defined in the applicable Appendix NIM, which
          IS/ARE  attached  hereto  and  incorporated  herein  by  reference.

     46.6  NUMBER  PORTABILITY  --  SECTIONS  251(b)(2)

          46.6.1  The  Parties  shall  provide  to  each  other Permanent Number
          Portability  (PNP) on a reciprocal basis as outlined in the applicable
          Appendix  Number  Portability,  which  IS/ARE  attached  hereto  and
          incorporated  herein  by  reference.

     46.7  OTHER  SERVICES

          46.7.1  911  and  E911  Services

               46.7.1.1  SBC-13STATE  will  make nondiscriminatory access to 911
               and E911 services available under the terms and conditions of the
               applicable  Appendix  911,  which  IS/ARE  attached  hereto  and
               incorporated  herein  by  reference.

               46.7.1.2  The  Parties  agree  that for "data only" providers the
               following  rules  concerning  911  requirements  apply:

                    46.7.1.2.1  Having  represented and warranted to SBC-13STATE
                    that  it  will only offer data services, CLEC agrees that it
                    will  not  provide  voice  service to its end users over the
                    network  elements  furnished  by  SBC-13STATE;  and

                    46.7.1.2.2  CLEC  understands  and  agrees  that,  should it
                    decide  to provide voice service, it is required to meet all
                    applicable  Commission  911  service  requirements;  and

                    46.7.1.2.3  CLEC  agrees to begin implementing access to 911
                    sufficiently  in  advance  of  the planned implementation of
                    voice service to meet its 911 requirements. CLEC understands
                    that  the  steps  it must take to fulfill its 911 obligation
                    include,  but are not limited to, obtaining NXX(s) from NECA
                    for  the exchange area(s) CLEC plans to serve, submission of
                    the  appropriate  form(s)  to  SBC-13STATE,  and,  following
                    SBC-13STATE's processing of such form(s), obtaining approval
                    from  the  appropriate  PSAP(s)  for  the CLEC's 911 service


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                    architecture.  CLEC  further  understands that PSAP approval
                    may  include  testing  911  trunks with appropriate PSAP(s).
                    CLEC  understands  that,  based  on  SBC-13STATE's  prior
                    experience  with  CLEC  implementation  of  911, these steps
                    require  a  minimum  of  sixty  (60)  days.

          46.7.2  AIN

               46.7.2.1  One  or  more  of  the ILECs making up SBC-13STATE have
               deployed  a set of AIN features and functionalities unique to the
               particular  ILEC(s).  As  such,  the  AIN  network  architecture,
               methods of access and manner of provisioning are specific to that
               ILEC  or  those  ILECs.  Accordingly,  any request for AIN access
               pursuant  to  this  Agreement  must  be  reviewed  for  technical
               feasibility, with all rates, terms and conditions related to such
               request  to  be  determined on an individual case basis and to be
               negotiated  between  the Parties. Upon request by CLEC, and where
               technically  feasible,  SBC-13STATE will provide CLEC with access
               to SBC-13STATE's Advanced Intelligent Network (AIN) platform, AIN
               Service  Creation  Environment  (SCE)  and AIN Service Management
               System  (SMS)  based  upon ILEC-specific rates, terms, conditions
               and  means  of access to be negotiated by the Parties pursuant to
               Section  252  of the Act, and incorporated into this Agreement by
               Appendix  or amendment, as applicable, subject to approval by the
               appropriate  state  Commission.

          46.7.3  Directory  Assistance  (DA)

               45.7.3.1  SBC-13STATE  will  provide  nondiscriminatory access to
               Directory  Assistance  services  under  the  terms and conditions
               identified  in  the applicable Appendix DA, which IS/ARE attached
               hereto  and  incorporated  herein  by  reference.

          46.7.4  Hosting

               45.7.4.1  At  CLEC's  request,  SBC-SWBT  and SBC-AMERITECH shall
               perform  hosting  responsibilities  for the provision of billable
               message  data  and/or  access  usage  data received from CLEC for
               distribution  to  the  appropriate  billing  and/or  processing
               location  or for delivery to CLEC of such data via SBC-SWBT's and
               SBC-AMERITECH's  internal  network  or  the  nationwide


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               CMDS  network  pursuant  to  the  applicable Appendix HOST, which
               IS/ARE  attached  hereto  and  incorporated  herein by reference.

          46.7.5  Operator  Services  (OS)

               45.7.5.1  SBC-13STATE  shall  provide nondiscriminatory access to
               Operator  Services  under  the terms and conditions identified in
               the  applicable  Appendix  OS,  which  IS/ARE attached hereto and
               incorporated  herein  by  reference.

          46.7.6  Signaling  System  7  Interconnection

               45.7.6.1  At  CLEC's  request,  SBC-13STATE  shall  perform  SS7
               interconnection  services  for  CLEC  pursuant  to the applicable
               Appendix  SS7,  which  IS/ARE  attached  hereto  and incorporated
               herein  by  reference.

          46.7.7  Publishing  and  Directory

               46.7.7.1  SBC-13STATE  will  make  nondiscriminatory  access  to
               Publishing  and  Directory  service available under the terms and
               conditions  of  the applicable Appendix White Pages, which IS/ARE
               attached  hereto  and  incorporated  herein  by  reference.

          46.7.8  RESALE--SECTIONS  251(b)(1)

               46.7.8.1  SBC-13STATE  shall  provide  to CLEC Telecommunications
               Services for resale at wholesale rates pursuant to the applicable
               Appendix  Resale,  which  IS/ARE attached hereto and incorporated
               herein  by  reference.

          46.7.9 TRANSMISSION AND ROUTING OF SWITCHED ACCESS TRAFFIC PURSUANT TO
          251(c)(2)

               46.7.9.1  SBC-13STATE  shall provide to CLEC certain trunk groups
               (Meet  Point  Trunks)  under  certain  parameters pursuant to the
               applicable  Appendix  ITR,  which  IS/ARE  attached  hereto  and
               incorporated  herein  by  reference.


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          46.7.10 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC
          PURSUANT  TO  SECTION  251(c)(2)(D);  252(d)(1)  and  (2);  47  CFR
          51.305(a)(5).

               46.7.10.1 The applicable  Appendix  Compensation,  which  IS/ARE
               attached  hereto  and incorporated herein by reference, prescribe
               traffic  routing  parameters  for  Local  Interconnection  Trunk
               Group(s)  the  Parties  shall establish over the Interconnections
               specified  in  the applicable Appendix ITR, which IS/ARE attached
               hereto  and  incorporated  herein  by  reference.

          46.7.11  UNBUNDLED  NETWORK  ELEMENTS  --  SECTIONS  251(c)(3)

               45.7.11.1  Pursuant  to the applicable Appendix UNE, which IS/ARE
               attached hereto and incorporated herein by reference, SBC-13STATE
               will  provide  CLEC  access to Unbundled Network elements for the
               provision  of  Telecommunications Service as required by Sections
               251  and 252 of the Act and in the Appendices hereto. CLEC agrees
               to  provide  access  to its Network Elements to SBC-13STATE under
               the same terms, conditions and prices contained herein and in the
               applicable  Appendices  hereto.

47.     AUTHORITY

     47.1  Each  of  the  SBC-owned ILEC(s) for which this Agreement is executed
     represents  and  warrants  that it is a corporation duly organized, validly
     existing and in good standing under the laws of its state of incorporation.
     Each  of  the  SBC-owned  ILEC(s)  for  which  this  Agreement  is executed
     represents  and  warrants  that SBC Telecommunications, Inc. has full power
     and  authority  to  execute  and  deliver  this Agreement as agent for that
     SBC-owned  ILEC.  Each of the SBC-owned ILEC(s) for which this Agreement is
     executed  represents  and  warrants that it has full power and authority to
     perform  its  obligations  hereunder.

     47.2  CLEC represents and warrants that it is a corporation duly organized,
     validly  existing  and  in  good  standing  under  the laws of the State of
     Pennsylvania  and  has full power and authority to execute and deliver this
     Agreement  and  to  perform  its obligations hereunder. CLEC represents and
     warrants  that  it  has  been  or  will  be  certified  as  a  LEC  by  the
     Commission(s)  prior  to  submitting any orders hereunder and is or will be
     authorized  to  provide  the  Telecommunications  Services  contemplated
     hereunder  in  the  territory contemplated hereunder prior to submission of
     orders  for  such  Service.


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     47.3 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.

48.     COUNTERPARTS

     48.1 This Agreement may be executed in counterparts. Each counterpart shall
     be  considered  an original and such counterparts shall together constitute
     one  and  the  same  instrument.

49.          ENTIRE  AGREEMENT

     49.1  SBC-12STATE

          49.1.1  The  terms  contained  in  this  Agreement and any Appendices,
          Attachments,  Exhibits,  Schedules,  and Addenda constitute the entire
          agreement  between  the  Parties  with  respect  to the subject matter
          hereof,  superseding  all  prior  understandings,  proposals and other
          communications,  oral  or  written.

     49.2     SNET

          49.2.1  The  terms  contained  in  this  Agreement and any Appendices,
          Attachments, Exhibits, Schedules, Addenda, Commission approved tariffs
          and other documents or instruments referred to herein and incorporated
          into  this  Agreement  by  reference  constitute  the entire agreement
          between  the  Parties  with  respect  to  the  subject  matter hereof,
          superseding  all  prior  understandings,  proposals  and  other
          communications,  oral  or  written.


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                              SBC-13STATE AGREEMENT
                                   SIGNATURES
                                   ----------

TALK.COM  HOLDING,  CORP.        ILLINOIS  BELL  TELEPHONE  COMPANY,  INDIANA
                                 BELL  TELEPHONE  COMPANY  INCORPORATED,
                                 MICHIGAN  BELL  TELEPHONE  COMPANY,  THE
                                 OHIO  BELL  TELEPHONE  COMPANY,  AND
                                 WISCONSIN  BELL  INC.  D/B/A  AMERITECH
                                 WISCONSIN,  NEVADA  BELL  TELEPHONE
                                 COMPANY,  PACIFIC  BELL  TELEPHONE  COMPANY,
                                 THE  SOUTHERN  NEW  ENGLAND  TELEPHONE
                                 COMPANY,  SOUTHWESTERN  BELL  TELEPHONE
                                 COMPANY  BY  SBC  TELECOMMUNICATIONS,
                                 INC.,  ITS  AUTHORIZED  AGENT


Signature:/s/ Warren Brasselle  Signature: /s/ O.R. Stanley

Name: Warren Brasselle          Name: O.R. Stanley
(Print or Type)

Title: Senior VP Operations     Title:  President - Industry Markets
(Print or Type)

Date: 9/22/00                   Date: 10/11/00

AECN/OCN# 0067
(Facility Based - if applicable)