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                              Mi2A AMENDMENT TO THE
                         INTERCONNECTION AGREEMENT UNDER
                SECTION 271 OF THE TELECOMMUNICATIONS ACT OF 1996


     This  Mi2A  Amendment to the Interconnection Agreement under Section 271 of
the  Telecommunications  Act  of  1996  (the "Amendment") is dated as of May 15,
2001,  by  and  between  Ameritech  Michigan ("Ameritech") and Talk.com Holding,
Corp.,  with  its  principal  offices  at 12020 Sunrise Valley Drive, Suite 250,
Reston,  Virginia  20191  ("CLEC").

     WHEREAS,  Ameritech  and  CLEC  are parties to that certain Interconnection
Agreement under Sections 251 and 252 of the Telecommunications Act of 1996 dated
as  of  May  15,  2001  (the  "Agreement");

     WHEREAS,  Ameritech  has  participated  in a collaborative process with the
Michigan  Public  Service Commission (the "Commission") and numerous competitive
telecommunications  carriers  as  part  of  the  process for Ameritech to obtain
in-region  interLATA  authority  in  Michigan,  consistent  with  the procedures
established  in  Case  No.  U-12320;

     WHEREAS,  incumbent  Local  Exchange  Carriers,  pursuant  to  47  U.S.C.
51.315(b),  are  required  to  make available existing combinations of Unbundled
Network  Elements  ("UNEs");

     WHEREAS, on July 18, 2000, the Eighth Circuit in Iowa Util. Bd. v. FCC, 219
F.3d  744  (8th Cir. 2000), cert. granted 121 S.Ct 877-79 (2001), reaffirmed its
prior  ruling  in  Iowa  Util. Bd.v. FCC, 120 F.3d 753 (8th Cir. 1997), vacating
rules  51.315(c)-(f),  which  required  incumbent  LECs to perform the functions
necessary  to  combine  unbundled  network  elements  in any manner, i.e., "new"
combinations;

     WHEREAS,  the  parties  may  have  different  interpretations regarding the
effect of the Eighth Circuit's decision and, consistent with Section 6.0 of this
Amendment,  neither  party by signing this amendment waives its rights to appeal
such  decision or its rights in arbitration before this Commission regarding the
definition  of  new  and  existing  combinations  contained  herein;

     WHEREAS,  Ameritech  offered  as part of such collaborative process to make
modifications  to  existing  and  new Agreements to make available certain "new"
combinations of UNEs, which revised offer was reviewed by the Commission in Case
No. U-12320 in an Order dated January 4, 2001 and in an Order on Rehearing dated
March  19,  2001;  and

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     WHEREAS,  based  on  the  foregoing,  the  Parties  are  entering into this
Amendment  to  incorporate  into the Agreement terms and conditions that address
the  availability  of  both  existing  and  new  combinations  of  UNEs.

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein,
the  Parties  agree  as  follows.

1.0  INTRODUCTION
     ------------

1.1
This  Amendment  sets forth the terms, conditions, rates and charges under which
Ameritech agreed to provide, as part of the Section 271 collaborative process in
Michigan,  existing  and  new  combinations of UNEs ("Combinations") in order to
facilitate  its  in-region  interLATA  approval.

1.2
Unless  otherwise  defined  herein,  capitalized  terms  shall have the meanings
assigned  to  such  terms  in  the  Agreement.

1.3
Except  as  provided  in  this  Amendment,  during  the  term of this Amendment,
Ameritech  will  not  discontinue,  as  to CLEC, any Combination offered to CLEC
hereunder.  This  Section  is not intended to impair Ameritech's ability to make
changes  to  its  Network,  so  long  as  such changes are not inconsistent with
applicable  law  and  do  not  result  in the discontinuance of the offerings of
Combinations  by  Ameritech  to CLEC as set forth herein during the term of this
Amendment.

1.4
This  Amendment  includes  and  incorporates  herein  the  Agreement,  and  all
accompanying and effective Appendices, Addenda and Exhibits to the Agreement. To
the extent there is a conflict or inconsistency between the terms, conditions or
prices  in  this  Amendment,  including the attached Appendix entitled, Pricing,
271-Existing  and  New Combinations, dated March 29, 2001, (hereinafter referred
to as "Pricing Appendix-Combinations") and those contained in the Agreement, and
all  accompanying  effective  Appendices, Addenda and Exhibits to the Agreement,
the  terms,  conditions  and  prices  in  this Amendment, including the attached
Pricing  Appendix-Combinations,  will  control  and  apply.

2.0  AMENDMENT  TO  THE  AGREEMENT

On  and  after  the  Effective Date of this Amendment, as defined in Section 3.0
below,  the Agreement  is  hereby  amended  by  adding  the  following:

2.1  UNE  COMBINATION  PROVISIONS

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     2.1.1
     Except as modified below in Sections 2.2.5, 2.2.6 and 2.3, Ameritech agrees
     to  make  the  network  elements  Combinations  set forth in this Amendment
     available to CLEC for the term of this Amendment, as defined in Section 4.0
     below,  on  the  terms  and  at  the  prices  provided  in  this Amendment.

     2.1.2
     As  provided  herein,  Ameritech  will  make  available  the  following
     Combinations: i) preexisting or already assembled combinations of unbundled
     local loops, unbundled local switching ports and shared transport, known as
     pre-existing UNE Platform or UNE-P; ii) new or newly assembled combinations
     of  certain  unbundled  local  loops,  unbundled  Local switching ports and
     shared transport, known as New UNE-P; and iii) certain pre-existing and new
     or  newly  assembled  combinations  of  unbundled local loops and dedicated
     interoffice transport, known as Enhanced Extended Loop or EELs. As provided
     in  Section 2.2.3.4 below, these Combinations are in addition to the CLEC's
     ability  to  obtain  access  to unbundled network elements in a manner that
     enables  the  CLEC  to  combine such elements to provide telecommunications
     services.

     2.1.3
     The  definitions,  terms  and  conditions related to Unbundled Local Loops,
     Unbundled  Local  Switching  with Shared Transport ("ULS-ST") and Unbundled
     Dedicated Transport Facilities described in the Agreement shall continue to
     apply  as  long as provided as part of a Combination. If the Agreement does
     not  contain terms and conditions for ULS-ST, the Agreement will be amended
     to  be  consistent  with the terms and conditions in M.P.S.C. No. 20R, Part
     19,  Section  21.

     2.1.4
     All  rates  and  charges  related to Unbundled Local Loops, Unbundled Local
     Switching  with  Shared  Transport,  and  Unbundled  Dedicated  Transport
     Facilities  contained  in  the Agreement shall continue to apply as long as
     provided  as part of a Combination. If the Agreement does not contain rates
     and charges for ULS-ST, the Agreement will be amended to be consistent with
     the  rates  and  charges in M.P.S.C. No 20R, Part 19, Section 21 consistent
     with  Orders  arising  from Case No. U-12622, including, but not limited to
     any  appeals,  and  subject  to the change of law provisions of the general
     terms  and  conditions  of  this  Agreement.

2.2  PRE-EXISTING  AND  NEW  UNE-P

     2.2.1  PRODUCT  OFFERING

          2.2.1.1
          Ameritech  will,  except  as  provided  elsewhere in this Section 2.2,
          provide  combinations  of  network  elements  to  CLEC consistent with
          Ameritech's  obligations  in  this Amendment at the applicable charges
          set  forth  in  this Amendment and Pricing Appendix- Combinations. For
          preexisting  or  already  assembled  Combinations,  where  no  work is
          required  by  Ameritech  in order to establish connections between the
          requested  elements


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          at  the  central  office,  an  outside plant location, or the customer
          premises, Ameritech will apply the non-recurring and recurring charges
          applicable  to  the  elements  included  in  the  combination, and the
          applicable  service order charges as specified in the attached Pricing
          Appendix-Combinations.  Such combinations may be referred to elsewhere
          in  this  Amendment  as  "pre-existing"  or  "already  assembled"
          Combinations  and include all orders included within the definition of
          "Contiguous  Interconnection  of Network Elements" in sections 2.2.1.2
          and  2.2.1.3,  below.

          For  new  assemblies  of  UNE  combinations  that  are  not within the
          above-referenced  definition of "Contiguous Interconnection of Network
          Elements"  and  that  require  manual  work  by  Ameritech in order to
          establish  connections  between  the requested elements at the central
          office,  an  outside  plant  location,  or  the customer premises, the
          applicable  recurring  and  nonrecurring  charges  and  service  order
          charges  will apply as specified in the Pricing Appendix-Combinations.
          Such  combinations  may  be referred to elsewhere in this Agreement as
          "new"  or  "newly  assembled"  combinations. There are three New UNE-P
          combinations  offered  under  this  Amendment.  CLECs may request that
          Ameritech  combine  the following unbundled loop and port combinations
          in  conjunction  with  shared  transport  for  the  New  UNE-P:

               -  2-Wire  Basic  Analog  Loop  combined  with  Basic  Line  Port
               -  2-Wire  160  kbps  (ISDN-BRI)  Digital Loop combined with ISDN
               Direct  Port
               -  4-Wire  Digital  Loop  combined  with  Digital  Trunk  Port.

          2.2.1.2
          When  CLEC  orders Unbundled Network Elements or Combinations that are
          pre-existing  or already assembled, interconnected or functional, such
          Elements  and  Combinations  will  remain interconnected or functional
          without  any  disconnection and without loss of feature capability and
          without  loss  of associated Ancillary Functions, if applicable. These
          will  be  known as Contiguous Interconnection of Network Elements. The
          charge  for  such  pre-existing  Combination  shall  be the sum of the
          recurring  charges  applicable  to  the  elements  included  in  the
          Combination,  and the applicable service order charges as specified in
          this  Amendment  and  the  Pricing  Appendix-Combinations.

          2.2.1.3
          "Contiguous  Interconnection  of  Network  Elements" includes, without
          limitation, the situation when CLEC orders all the Ameritech Unbundled
          Network  Elements required either (1) to convert an Ameritech end-user
          customer,  another CLEC pre-existing UNEP end-user customer, or a CLEC
          resale end-user customer to a pre-existing UNE-P, or (2) to activate a
          pre-existing  combination of Unbundled Network Elements to provision a
          UNE-P  for  such requesting CLEC (a) without any change in features or
          functionality  that  was  being provided by Ameritech (or by CLEC on a
          resale  basis)  at  the time of the order, or (b) with only the change
          needed  to  route  the  customer's  operator  service  and  directory
          assistance  ("OS/DA")  calls to the CLEC OS/DA platform via customized
          routing,  and/or  (c)  with  only  changes needed in order to change a
          local switching feature, e.g., call waiting, and/or (d) with only work
          or  changes  needed  to  activate  the  pre-existing


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          combination  of Unbundled Network Elements to provision a UNE-P. (This
          2.2.1.3(b) section only applies to orders involving customized routing
          after  customized  routing  has  been  established  to  an  CLEC OS/DA
          platform  from  the  relevant Ameritech local switch, including CLEC's
          payment  of  all  applicable charges to establish that routing.) There
          will  be  no  interruption  of  service  to  the  end-user customer in
          connection  with orders covered by this section, except for processing
          time  that  is technically necessary to execute the appropriate recent
          change  order  in  the  Ameritech  local  switch. Ameritech will treat
          recent  change  orders  necessary  to provision CLEC orders under this
          section  at  parity  with  recent  change  orders  executed  to  serve
          Ameritech end-user customers, in terms of scheduling necessary service
          interruptions  so  as to minimize inconvenience to end-user customers.


     2.2.2  GENERAL  TERMS  RELATED  TO  UNE-P  COMBINATION

          2.2.2.1
          The  unbundled  network  elements  provided  in  this  Amendment  are
          exclusively  for  use  by  CLEC,  as a "telecommunications carrier" in
          providing  "telecommunication  services."  Ameritech  will  provide
          sufficient  unbundled  network element capacity to meet CLEC's network
          unbundling  needs  where  technically  feasible and in compliance with
          applicable  law.  Where  insufficient  capacity  exists  to  meet  the
          requesting  CLEC's technically feasible network unbundling needs, CLEC
          may  request  that  additional  capacity  be  added via the "Bona Fide
          Request"  or Facility Modification and Construction Process, whichever
          is  applicable.

          2.2.2.2
          Pre-Existing  and newly assembled UNE-P shall only be provided to CLEC
          for  use in the provision of telecommunications services as specified,
          and  to  the  extent required by and subject to the Telecommunications
          Act of 1996, Pub. L. No. 104-104, 110 Stat. 56 (1996) ("the Act"), the
          rules,  regulations,  and  orders  of  the  Federal  Communications
          Commission  ("FCC")  and the Commission, and any other applicable law.

          2.2.2.3
          The  following  representations  and commitments apply to pre-existing
          and  newly assembled UNE-P Combinations provided under this Amendment:

               -  Collocation,  as defined in the Agreement, is not required for
               access  to  existing  or  new  UNE-P.

               -  Ameritech  will  offer  to  provide its OS/DA at tariff or, if
               applicable,  just  and  reasonable  market based rates negotiated
               between  Ameritech and CLEC, for use by CLEC with existing or new
               UNE-P.

               -  Branding  of  CLEC's OS/DA traffic routed to Ameritech's OS/DA
               platform(s)  shall  be  provided,  upon  request,  using  Service
               Provider  Identification  (SPID).

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               -  Non-Telecommunications Services shall not be included with the
               provision  of  existing  or  new UNE-P. This includes, but is not
               limited  to,  voice  mail,  inside  wire  maintenance,  customer
               premises  equipment  and  calling card services. Notwithstanding,
               effective  as  of  March  1,  2001,  Ameritech makes available an
               optional  and  separate voicemail arrangement for existing or new
               UNE-P,  at  marketbased  prices,  pursuant  to  a  separate
               non-telecommunications  service  agreement,  outside the scope of
               sections  251,  252  or  271  of  the  1996  Act.

               -  CLEC  agrees  that  it  has elected to obtain the Combinations
               offered under this Amendment, on the terms, conditions and prices
               contained herein. CLEC also expressly waives its rights to obtain
               any of the same Combinations from any applicable Ameritech tariff
               offering  during  the  term  of  this  Amendment, and agrees that
               during  such  time  this Amendment will be the exclusive means of
               obtaining  Combinations  from  Ameritech.

          2.2.2.4
          The  features,  functions,  and  capabilities  for  unbundled  local
          switching  with  shared transport provided as part of pre-existing and
          new  UNE-P  will be provided as set forth in the Agreement (which will
          be amended to be consistent with Section 21, Unbundled Local Switching
          with  Shared  Transport).  Ameritech  will  be  responsible  for  the
          engineering,  provisioning,  and  maintenance  and  repair  of  the
          underlying  equipment  and facilities that are used to provide ULS-ST.


     2.2.3  ORDERING  AND  PROVISIONING

          2.2.3.1
          Ameritech  will  provide  CLEC with electronic access for pre-ordering
          capabilities  and  service  order  requests  for  pre-existing and new
          UNE-P.  Application  of  service  order types and applicable rates are
          addressed  in  the  attached  Pricing  Appendix-Combinations.

          2.2.3.2
          Ameritech shall provide nondiscriminatory access to operations support
          systems  on  an  unbundled  basis  to  CLEC  for  the  provision  of a
          telecommunications  service.  Operations  support  system  functions
          consist  of  pre-ordering,  ordering,  provisioning,  maintenance  and
          repair,  and  billing functions supported by Ameritech's databases and
          information.  Ameritech,  as part of its duty to provide access to the
          pre-ordering function, provides requesting telecommunications carriers
          with  nondiscriminatory  access to the same detailed information about
          the  loop  that  is  available  to  itself.

          2.2.3.3
          The  service installation for each specific pre-existing and new UNE-P
          combination  is provided at parity with the comparable retail service.

          2.2.3.4
          Ameritech  will  provide CLEC access to the Unbundled Network Elements
          provided  for  in  this  Amendment,  including combinations of Network
          Elements,  without  restriction

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          except  as  provided in this Amendment. CLEC is not required to own or
          control  any  of  its  own  local  exchange  facilities  before it can
          purchase  or  use  Unbundled  Network  Elements  to  provide  a
          telecommunications  service under this Amendment. Ameritech will allow
          CLEC to order each Network Element individually or in combination with
          any  other  Network  Elements,  pursuant to the Agreement, in order to
          permit  CLEC  to  combine  such  Network  Elements  with other Network
          Elements  obtained  from Ameritech or with network components provided
          by  itself  or by third parties to provide telecommunications services
          to  its  customers,  provided  that  such  combination  is technically
          feasible  and would not impair the ability of other carriers to obtain
          access  to  other  unbundled  network elements or to interconnect with
          Ameritech's  network.  Any  request by CLEC for Ameritech to provide a
          type  of  connection  between  Network  Elements that is not currently
          being  utilized in the Ameritech network and is not otherwise provided
          for under this Agreement will be made in accordance with the Bona Fide
          Request  process  described  in  the  Agreement.

          2.2.3.5
          When  CLEC  orders specific Unbundled Network Elements in combination,
          Ameritech  will  provide  the  requested  elements  with  all  the
          functionality,  and  with at least the same quality of performance and
          operations  systems  support  (ordering,  provisioning,  maintenance,
          billing and recording) that Ameritech provides through its own network
          to  its  local exchange service customers receiving equivalent service
          using  the  same  combination. For example, pre-existing and new UNE-P
          ordered  by  CLEC  for  local  exchange  service will include, without
          limitation,  MLT  testing,  real  time  due  date assignment, dispatch
          scheduling,  service turn-up without interruption of customer service,
          and  speed  and  quality  of  maintenance,  at parity with Ameritech's
          delivery  of  service  to  its local exchange service customers served
          through  equivalent  Ameritech  loop and switch ports. Network element
          combinations  provided  to CLEC by Ameritech will meet all performance
          criteria  and  measurements  that  Ameritech  achieves  when providing
          equivalent  end  user service to its local exchange service customers.

          2.2.3.6
          CLEC  may request Ameritech to disconnect and reconnect local exchange
          service  on  designated  line(s)  for  which CLEC provides residential
          service  via  UNE-P.  Disconnection  and  reconnection of CLEC's basic
          residential end users will be handled in a manner that enables CLEC to
          comply with Rules 85 and 86, subject to the CLEC's compliance with the
          notice  and timing provisions in Rules 84 and 85, in Billing Standards
          for  Basic  Residential  Telecommunications Service, as ordered by the
          Commission.

          2.2.3.7
          Technical  References  for  the  unbundled network elements comprising
          Existing  UNE-P  can be found in the Agreement or in M.P.S.C. No. 20R,
          Part 19, Section 21, Unbundled Local Switching with Shared Transport .

     2.2.4  UNE-P  PRICING  PROVISIONS

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          2.2.4.1  Existing  UNE-P  Combinations
          All  nonrecurring  and  recurring charges as specified in the attached
          Pricing  Appendix- Combinations for "existing" UNE-P apply to existing
          UNE-P  for  the  particular  elements  that  comprise the Combination.

          2.2.4.2  New  UNE-P  Combinations
          All  recurring  and  nonrecurring charges as specified in the attached
          Pricing  Appendix- Combinations for "new" UNE-P apply to New UNE-P for
          the  particular  elements  requested  as  part  of  the  Combination.

     2.2.5  FOR  SERVICE  TO  BUSINESS  CUSTOMERS

     Until March 28, 2003, which is a period of two years after the Commission's
     Order  in Case No. U-12320 approving the general terms of this Amendment as
     described  in  Section 3.1 became effective, Ameritech will provide to CLEC
     the existing UNE-P and new UNE-P combinations as provided in this Amendment
     during the Term of this Amendment without change notwithstanding subsequent
     changes  in  law.  Provided,  however,  that  if  a  subsequent  final  and
     nonappealable  judicial  decision  or FCC order modifies the obligations of
     incumbent  LECs  regarding  combinations of network elements, including but
     not  limited  to  the  precise  demarcation  point between new and existing
     combinations,  the  parties  reserve  their  rights  to seek an appropriate
     modification  of  this  Amendment  and  shall  negotiate  in  good faith an
     appropriate  modification  to  conform  this  Amendment to such decision or
     order, subject to resolution by the Commission if the parties are unable to
     reach  agreement. For purposes of this Section, Business Customers shall be
     defined  as  described in M.P.S.C. No. 20R, Part 2, Section 2 "Location and
     Use  of  Telephone  Service." Beginning on the date that is two years after
     such Commission approval, the modifications set forth in paragraphs 2.2.5.1
     and  following  may  be  adopted  by  Ameritech:

          2.2.5.1
          If  the  FCC  or  the  Commission  determines  after this Amendment is
          executed  by  the  Parties  or has determined before this Amendment is
          executed  by  the  Parties  that a certain network element need not be
          provided  under Section 251(c)(3) of the FTA, either statewide or in a
          particular  location or locations, Ameritech may set the price of such
          network  element(s)  at  a  market  level  for  the  applicable areas.
          Ameritech  will provide 60 days' notice (in accordance with the Notice
          provision  in  the  General Terms and Conditions of this Agreement) to
          CLEC  that  the  FCC  or the Commission has made such a determination.
          Ameritech  will  include  in  the  notice the specifics of any pricing
          changes  and  the  implementation  dates  for  the  pricing  changes
          applicable  to  CLEC.  Existing  nonrecurring prices will apply to any
          UNEs  for  which  orders  are  received  prior  to midnight on the day
          preceding  the  date  specified for the pricing change. Application of
          the  market  level  nonrecurring  prices will apply beginning at 12:01
          a.m.  on  the  date  specified  for implementation. Application of the
          market  level  recurring charges will apply beginning at 12:01 a.m. on
          the  date  specified  for implementation without regard to the time or
          date  the  orders  were  received  by Ameritech. A market price set by
          Ameritech


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          pursuant  to this paragraph will not be subject to review, approval or
          disapproval  by  the  Commission.

          2.2.5.2
          If  the FCC or a court modifies or has modified the TELRIC methodology
          applicable  to  unbundled  network  elements,  Ameritech  and CLEC may
          renegotiate  the  applicable  prices  for  unbundled  network elements
          provided  pursuant  to  Section  251(c)(3)  of Title 47, United States
          Code.  If  the  Parties  are  unable  to reach agreement on applicable
          prices  within  135  days  of  the  request  by  either Party for such
          negotiations,  either  Party  may  submit  remaining  disputes  to the
          Commission for arbitration. The scope of renegotiation and arbitration
          of  prices  under this section will be limited to the scope of the FCC
          or  court  modification  of  the TELRIC methodology to the extent that
          such  methodology  was  relied  upon  in setting the unbundled network
          element  rates  in  this  Amendment, and further limited to the impact
          that  the  modification of the TELRIC methodology would have had if it
          had  been  in  effect  at  the  time the UNE prices applicable to this
          Amendment  were established. Pending the establishment of any modified
          prices  by  Commission  arbitration  award  or  Commission approval of
          negotiated  modifications, the prices set forth in this Amendment will
          apply,  but will be subject to true-up back to the end of the two year
          period  described  above  in  2.2.5 at the request of either party and
          subject  to  the  approval  of  the  Commission.

          2.2.5.3
          In  those  Ameritech  central offices where there are four (4) or more
          CLECs  collocated for which Ameritech has provided UNEs, Ameritech may
          elect  to  not  combine  UNEs  that  are  not already combined in that
          central  office,  i.e.,  "new"  combinations  as  defined  in  section
          2.2.1.1. In that event, Ameritech will request that CLEC provide a one
          (1)  year  forecast  of  its  expected demand for UNEs in that central
          office  that  CLEC  will  combine  outside  of its existing or planned
          collocation  arrangements. Within sixty (60) days of receipt of CLEC's
          forecast, Ameritech will construct a secured frame room in the central
          office  or,  if space is not available, external cross connect cabinet
          until  space  becomes available in the central office at no additional
          cost  to  CLEC  where  CLEC  may  combine UNEs. If CLEC submits such a
          forecast,  Ameritech  will  continue to combine UNEs until the secured
          frame  room  or  external  cross  connect cabinet is made available to
          CLEC.  However,  if at any time after a secured frame room or external
          cross  connect  cabinet is made available, Ameritech is unable to meet
          CLEC's  forecasted demand for UNEs to be combined through use of these
          arrangements  due  to  a  lack  of  capacity,  Ameritech  will  resume
          combining  UNEs  for CLEC on new combination orders until capacity can
          be  provided.  If CLEC fails to submit such a forecast, Ameritech will
          no  longer combine UNEs that are not already combined. CLEC can access
          the secured frame or the external cross-connect cabinet without having
          to  collocate.

               2.2.5.3.1
               When a CLEC orders elements for combining at the secured frame or
               cabinet, Ameritech will cross-connect those elements to the frame
               or  cabinet  at  no  additional  charge  to  the CLEC, beyond the
               recurring  and  non-recurring  charges  provided for the elements
               themselves  under  this  Amendment  (e.g.,  for  a  loop and port
               combination,


                                                                  Mi2A Amendment
                                                                         Page 10
                                                                          032901

               Ameritech will cross-connect the loop and the port to the secured
               frame  or cabinet, and the CLEC will pay applicable recurring and
               non-recurring  charges for the loop and the port, but there is no
               charge  for use of the frame or cabinet and no charge for a cross
               connect  from  loop  to  frame/cabinet  or  from  port  to
               frame/cabinet).

               2.2.5.3.2
               Ameritech and CLEC shall negotiate a mutually agreeable method of
               wiring for cross-connects at the secured frame or cabinet. During
               such  period  of negotiation or until a mutually agreeable method
               of wiring is established, the CLEC may obtain from Ameritech, the
               combining services for Network Elements at a non-recurring charge
               to  be  set  by  Ameritech  at any amount not to exceed (TBD) for
               simple  business  orders  and  (TBD) for complex business orders.
               This  charge  shall  apply  in  addition  to any other applicable
               recurring  and  non-recurring  charges.

               2.2.5.3.3
               A  CLEC  may  order  multiple  elements on a single local service
               request  ("LSR")  for  combining at the secured frame or external
               cabinet, in accordance with the terms and conditions for ordering
               and  provisioning  of  UNEs  as  set  out  in  the  Agreement.

               2.2.5.3.4
               If  this  option  is  selected as described in 2.2.5.3, Ameritech
               will  develop  performance measures related to the timeliness and
               accuracy  of  its  provisioning  of elements for combining at the
               secured  frame  or  external cabinet, during the six-month review
               process as set out in the Performance Remedy Plan. These measures
               will  be incorporated into the liquidated damages and assessments
               provisions  of  the  Performance  Remedy  Plan.

          2.2.5.4
          Ameritech  may not substitute the above described methods of combining
          UNEs  for  its  own  continued performance of such connections at cost
          based  rates  if  the  FCC  or reviewing court has determined that the
          ILECs  have  an  obligation  to  perform  such  connections.


     2.2.6  FOR  SERVICE  TO  RESIDENTIAL  CUSTOMERS

     Until  March  28,  2004,  which  is  a  period  of  three  years  after the
     Commission's  Order  in Case No U-12320 approving the general terms of this
     Amendment  as  defined  in  Section  3.1  became  effective, Ameritech will
     provide  to  CLEC the existing UNE-P and new UNE-P combinations as provided
     in  this  Amendment  during  the  Term  of  this  Amendment  without change
     notwithstanding  subsequent  changes  in  law. Provided, however, that if a
     subsequent  final and nonappealable judicial decision or FCC order modifies
     the  obligations  of  incumbent  LECs  regarding  combinations  of  network
     elements,  including  but  not  limited  to  the  precise demarcation point
     between  new and existing combinations, the parties reserve their rights to
     seek  an  appropriate modification of this Amendment and shall negotiate in
     good  faith  an  appropriate  modification  to


                                                                  Mi2A Amendment
                                                                         Page 11
                                                                          032901

     conform  this Amendment to such decision or order, subject to resolution by
     the  Commission  if the parties are unable to reach agreement. For purposes
     of  this  Section,  Residential  Customers shall be defined as described in
     M.P.S.C.  No.  20R  Part  2,  Section  2  "Location  and  Use  of Telephone
     Services."  Beginning on the date that is three years after such Commission
     approval,  the  modifications set forth in paragraphs 2.2.6.1 and following
     may  be  adopted  by  Ameritech:

          2.2.6.1
          If the FCC or the Commission determines that a certain network element
          need  not  be  provided  under  Section  251(c)(3)  of the FTA, either
          statewide  or in a particular location or locations, Ameritech may set
          the  price  of  such  network  element(s)  at  a  market level for the
          applicable  areas.  To  the  extent  that  the  FCC  or  Commission
          determination eliminates the obligation to supply an element at TELRIC
          rates  as  part  of  a platform of unbundled network elements, i.e., a
          combination  of  elements  sufficient  to  permit  a  CLEC  to deliver
          end-to-end  service  to  an  end  user  customer  without  using  CLEC
          equipment  or  facilities  (other than operator services and directory
          assistance  service  that the CLEC may supply via customized routing),
          then,  in  pricing  the  unbundled network element platform under this
          provision,  Ameritech  shall  not  increase  the  total  price  of the
          platform  by  more  than  twenty  (20)  percent  each  year.

          2.2.6.2
          If  the FCC or a court modifies or has modified the TELRIC methodology
          applicable  to  unbundled  network  elements,  Ameritech  and CLEC may
          renegotiate  the  applicable  prices  for  unbundled  network elements
          provided  pursuant  to  Section  251(c)(3)  of Title 47, United States
          Code.  If  the  Parties  are  unable  to reach agreement on applicable
          prices  within  135  days  of  the  request  by  either Party for such
          negotiations,  either  Party  may  submit  remaining  disputes  to the
          Commission for arbitration. The scope of renegotiation and arbitration
          of  prices  under this section will be limited to the scope of the FCC
          or  court  modification  of  the TELRIC methodology to the extent that
          such  methodology  was  relied  upon  in setting the unbundled network
          element  rates  in  this  Amendment, and further limited to the impact
          that  the  modification of the TELRIC methodology would have had if it
          had  been  in  effect  at  the  time the UNE prices applicable to this
          Amendment  were established. Pending the establishment of any modified
          prices  by  Commission  arbitration  award  or  Commission approval of
          negotiated  modifications, the prices set forth in this Amendment will
          apply but will be subject to true-up back to the end of the three year
          period  described  in  2.2.6  above at the request of either party and
          subject  to  the  approval  of  the  Commission.

2.3  ENHANCED  EXTENDED  LOOP  (EEL)

Consistent with Sections 2.2.5, 2.2.5.1, 2.2.5.2, and 2.2.6, 2.2.6.1 and 2.2.6.2
above:

     2.3.1
     Ameritech  will  combine unbundled loops with unbundled dedicated transport
     as  described herein to provide enhanced extended loop at the recurring and
     nonrecurring  charges  applicable  to  each  UNE  requested  above,  with
     applicable  recurring  and


                                                                  Mi2A Amendment
                                                                         Page 12
                                                                          032901

     nonrecurring charges for cross connects, multiplexing and other options, as
     available,  and  applicable  Service  Order  Charges.  Ameritech  will
     cross-connect  unbundled  2  or  4-wire  analog  or 2-wire digital loops to
     unbundled  DS1,  or DS3 dedicated transport facilities for CLEC's provision
     of circuit switched or packet switched telephone exchange service to CLEC's
     own  end user customers. Ameritech will also cross-connect unbundled 4-wire
     digital  loops  (DS1  loops)  to  unbundled DS1, or DS3 dedicated transport
     facilities  for  CLEC's  provision  of  circuit switched telephone exchange
     service  to  CLEC's  own  end  user  customers.

     2.3.2
     The unbundled dedicated transport facility will extend from CLEC customer's
     Ameritech  serving  wire  center  to CLEC's collocation cage in a different
     Ameritech  central  office in the same LATA. CLECs must order the dedicated
     transport  facility,  with  any  necessary  multiplexing,  from  CLEC's
     collocation  cage to the wire center serving CLEC's end user customer. CLEC
     will  order  each  loop  as  needed  and provide Ameritech with the Channel
     Facility Assignment (CFA) to the dedicated transport. For the loop UNE, the
     dedicated  transport  UNE, the cross-connects needed to combine the two, as
     well  as  any  necessary  multiplexing,  ordering  and provisioning will be
     pursuant  to the ordering and provisioning terms and conditions for UNEs as
     set  out  in  the Agreement. For the loop UNE, the dedicated transport UNE,
     the  cross-connects  needed  to  combine  the two, as well as any necessary
     multiplexing,  maintenance  will  be  pursuant to the maintenance terms and
     conditions  for  UNEs  as  set  out  in  the  Agreement.

     2.3.3
     Alternatively,  CLEC  may  cross-connect unbundled loops with the unbundled
     dedicated  transport facilities in its physical collocation space utilizing
     its  own equipment or through the secured frame room in the central office,
     or  if  space  is not available, in an external cross-connect cabinet until
     space becomes available in the central office. The restrictions on loop and
     transport  facility  type,  and  on  CLEC  services to be provided over the
     extended  loop,  that  are  contained  in Section 2.3.1 and 2.3.5 regarding
     Ameritech-combined EELs do not apply to the combinations assembled by CLECs
     under  this  subsection  2.3.3.  CLEC  can  access the secured frame or the
     external  cross connect cabinet without having to collocate. If CLEC elects
     the  secured  frame or cabinet option, CLEC will provide a rolling 12 month
     forecast,  updated  every  six  (6)  months,  of  its  expected  demand for
     unbundled  loops  to  be  connected  with the unbundled dedicated transport
     facilities in each central office in which CLEC will combine outside of its
     existing  or  planned  collocation arrangements. Within sixty (60) days' of
     receipt  of  CLEC's  forecast  for  a  given central office, Ameritech will
     construct, at cost to CLEC, a secured frame room in the central office, or,
     if  space  is  not  available,  external  cross connect cabinet until space
     becomes  available  in the central office, where CLEC may combine unbundled
     loops  with  the unbundled dedicated transport facilities. There will be an
     additional  charge  to  the CLEC for Ameritech extending loop and transport
     elements  to the secured frame or cabinet. If CLEC submits such a forecast,
     Ameritech  will  temporarily  combine  unbundled  loops  with the unbundled
     dedicated  transport  facilities  until  the secured frame room or external
     cross  connect  cabinet  is  made available to CLEC. When the secured frame
     room  or  external  cross  connect  cabinet  is  made


                                                                  Mi2A Amendment
                                                                         Page 13
                                                                          032901

     available,  CLEC  will,  within ninety (90) days after providing a forecast
     for  a  particular  central  office  or  thirty  (30)  days after receiving
     appropriate  terminal  assignment  information  to place connections on the
     secured  frame,  whichever is later, replace the temporary connections made
     by  Ameritech,  effectively half-tapping the existing temporary connections
     so  that  the  temporary connection can be removed without interrupting the
     end user's service. When notified by CLEC that its connections are complete
     within  the  period  described  above,  Ameritech will remove its temporary
     connections.  If  CLEC  fails  to  notify  Ameritech that it has placed its
     connections  on the secured frame during that period, Ameritech will charge
     CLEC  the  applicable  special  access recurring and nonrecurring rates, in
     lieu  of the UNE rates. Such special access charges shall be retroactive to
     the  date  Ameritech  began  combining  the  UNEs for CLEC pursuant to this
     paragraph.  If  at  any  time  after a secured frame room or external cross
     connect  cabinet  is  made  available,  Ameritech  is unable to meet CLEC's
     forecasted  demand for use of these arrangements due to a lack of capacity,
     Ameritech will again temporarily combine unbundled loops with the unbundled
     dedicated  transport  facilities  as  an interim arrangement for CLEC until
     capacity  can  be  provided.  When  capacity  is  made available, temporary
     connections performed by Ameritech will be removed as described above. If a
     CLEC  is located at an external cross connect cabinet because Ameritech ran
     out  of space in a central office, once there is additional space available
     in  the  central  office,  and a CLEC requests to move to the secured frame
     room,  there  will  be no charge to the CLEC for moving. Such move shall be
     coordinated  to  minimize  service  disruption  to  the  customer.

     Ameritech  will  not disclose the forecasts provided for in this section to
     any  persons  other  than  Ameritech employees responsible for provisioning
     extended  loops  under  the  secured  frame  and cabinet options. Any other
     disclosure,  and  any  use by Ameritech of these forecasts for marketing or
     business  strategic  purposes,  is  prohibited.

          2.3.3.1
          Ameritech  and  CLECs shall jointly establish, within 30 days from the
          approval  of this Amendment, a detailed procedure for combining 4 wire
          digital  loops  (e.g.,  DS1  loops)  to dedicated transport facilities
          (e.g.,  DS3  transport)  where  CLECs  are required to combine. In the
          event  the parties are unable to reach agreement, the Commission shall
          establish  the  procedure  within  sixty  days.


     2.3.4
     If CLEC orders a combination of unbundled loops and transport that meet the
     definition  of  enhanced  extended  loop in this Amendment that are already
     connected  at  the  time  of  the  CLEC order (e.g., the elements are in an
     existing  equivalent configuration), Ameritech will supply that combination
     to CLEC as a "pre-existing combination," without separating and recombining
     the  elements, pursuant to Section 2.2.5 and other applicable provisions of
     this  Amendment,  including subsection 2.3.5 below. For the reconfiguration
     of  qualifying special access arrangements to combined UNEs, Ameritech will
     apply  the  recurring  and  nonrecurring  charges  applicable  to  each UNE
     requested  along  with the appropriate Service Order Charge consistent with
     the  terms  and  conditions


                                                                  Mi2A Amendment
                                                                         Page 14
                                                                          032901

     in M.P.S.C. No. 20R, Part 19, Section 19, Reconfiguration of Special Access
     to  UNE  Combinations.

     2.3.5
     The  unbundled  network  elements that comprise the EEL in this section 2.3
     shall  only  be provided to CLEC to the extent the EEL is used to provide a
     significant  amount  of  local  exchange  service  to a particular end user
     customer.  This limitation is the same as the requirements set forth in the
     FCC's  Supplemental  Order  Clarification  in  FCC CC Docket No. 96-98, FCC
     00-183  (released June 2, 2000). CLEC's use of the EEL and its provision of
     telecommunication  services  is  as  specified,  and  subject  to,  the
     Telecommunications  Act  of  1996  ("the Act"), the rules, regulations, and
     orders  of  the  FCC  and  the  Commission,  and  any other applicable law.

     2.3.6
     All  recurring  and nonrecurring charges as defined in the attached Pricing
     Appendix-  Combinations  apply  to  the  "new" EEL combinations provided in
     Section  2.3.1,  for  the  particular  elements  requested  as part of such
     Combination.

     2.3.7
     Ameritech  will  provide  CLEC  with  electronic  access  for  pre-ordering
     capabilities  and  service  order  requests  for  EELs.

3.0  EFFECTIVE  DATE
     ---------------

3.1
Any  CLEC that wants to accept this entire Amendment, may request it in writing,
after  March  29,  2001, based upon and subject to the Order on Rehearing, dated
March  19,  2001  issued  by  the  Commission in Case No. U-12320 approving this
Amendment,  and  finding  that  the terms and conditions of this Amendment, when
implemented  meet  the  product  offering  requirements  of  47  U.S.C.  Section
271(c)(2)(B)(ii)  for  purposes  of  providing  combinations of network elements
(subject  to  change in law regarding combination obligations as described above
in  Sections  2.2.5  and  2.2.6),  and  conditioned  upon  Ameritech's  actual
provisioning  of  combinations,  satisfactory  OSS  testing  and  performance
measurement  results. Within 5 business days of such written notification from a
CLEC  with  an  existing  and  effective  Interconnection  Agreement,  Ameritech
shall  present  the  CLEC  with  a signed Amendment to Interconnection Agreement
substantively  identical to this Amendment. Within 5 business days of receipt of
the Ameritech signed Amendment to Interconnection Agreement, the CLEC shall sign
such  Amendment  to  Interconnection Agreement and cause it to be filed with the
Commission.  The signed Amendment to Interconnection Agreement between Ameritech
and  the CLEC shall become effective by operation of law immediately upon filing
with  the  Commission  (the  "Effective  Date").

4.0  TERM  OF  AMENDMENT
     -------------------

4.1
                                                                  Mi2A Amendment
                                                                         Page 15
                                                                          032901

This  Amendment will become effective as of the Effective Date stated above, and
will  expire  on  September  28, 2002, which is 18 months after MPSC approval as
described  in Section 3.1 above, unless the FCC approves Ameritech's application
to  provide  in-region interLATA service in Michigan under 47 U.S.C. 271 by June
28,  2002,  which  is 15 months after MPSC approval, in which event the terms of
this  Amendment  will automatically be extended until March 28, 2005, which is 4
years  after  MPSC  approval as described in Section 3.1 above. In the event the
FCC  approves  Ameritech's application to provide in-region interLATA service in
Michigan  under  47 U.S.C. 271 after June 28, 2002, but prior to March 28, 2005,
Ameritech shall have the option of extending the Amendment until March 28, 2005.
In  such  event,  Ameritech  will  provide notice to the Commission and to CLEC,
within  five  business  days  of  FCC  approval,  of its agreement to extend the
Amendment until March 28, 2005. If either party desires to negotiate a successor
agreement  to  the  Agreement,  such  party  must provide the other party with a
written request to negotiate such successor agreement (Request to Negotiate) not
later  than  180  days  prior  to the expiration of this Amendment. A Request to
Negotiate  does  not  activate  the  negotiation  timeframe  set  forth  in this
Amendment,  nor  does  it shorten the life of this Amendment. The noticing Party
will  delineate  the items desired to be negotiated. Not later than 30 days from
receipt of said Notice to Negotiate, the receiving Party will notify the sending
Party  of  additional  items  desired to be negotiated, if any. The Parties will
begin  negotiations  not  later  than  135  days  prior  to  expiration  of this
Amendment.  If  the  FCC  approves  Ameritech's application to provide in-region
interLATA service in Michigan after June 28, 2002, and Ameritech provides notice
of  its  agreement  under  this  Section to extend the Amendment until March 28,
2005,  CLEC  may  withdraw  its  Request  to  Negotiate.

4.2
The initial and extension term(s) of this Amendment will apply to the Agreement,
or  successor  agreements.  The term of this Amendment will not, however, extend
the  term of the Agreement or any successor agreement that has or will terminate
during  the  initial  or  extension  term(s)  of  this  Amendment.

4.3
This  Amendment  contains  a group of legitimately related provisions offered by
Ameritech  in  the context of a Section 271 collaborative proceeding in Michigan
and  as  such  cannot  be  modified  by  incorporating,  via  Section  252(i) or
otherwise, provisions from other interconnection agreements into this Amendment.
CLECs  with  other  agreements  may  incorporate  this  Amendment  into  their
interconnection  agreement in accordance with Section 252(i). Should CLEC opt to
incorporate  any  provision  of  this  Amendment  into  another  interconnection
agreement  pursuant  to  Section  252(i)  of  the  Act,  the provision from this
Amendment  shall  expire on the date provided in Section 4.1 above and shall not
control  the  expiration  date  of  the  provisions of the other interconnection
agreement.

5.0  MOST  FAVORED  NATIONS  -  IN  STATE  ONLY
     ------------------------------------------

5.1
The  Parties  acknowledge and agree that this Amendment is the result of a state
Section  271  collaborative  process  in  Case  No.  U-12320,  and the result of
negotiations  in  that proceeding with the Commission, Ameritech and the parties
to  Case  No.  U-12320.  The  parties  further


                                                                  Mi2A Amendment
                                                                         Page 16
                                                                          032901

acknowledge  and  agree that this Amendment was therefore agreed upon outside of
the  negotiation  procedures  of 47 U.S.C. Section 252(a)(1). (See SBC/Ameritech
Order  in  CC  Docket No. 98-141, FCC 99-279 at Condition 43, and Note 725). The
parties  further acknowledge that the terms, conditions and prices for the UNE-P
and  EEL  combination  provisions  in this Amendment and in the attached Pricing
Appendix-Combinations  are  nonseverable and "legitimately related" for purposes
of  Section  252(i)  of  Title  47,  United  States  Code.

6.0  WAIVER
     ------

6.1
For  purposes  of  this  Section  and,  for the time period(s) specified in this
Amendment,  Ameritech  agrees  to  waive  the  right  to assert that it need not
provide pursuant to the "necessary and impair" standards of Section 251(d)(2) of
Title 47, United States Code, a network element now available under the terms of
this  Amendment  and/or  its  rights  with regard to the combination of any such
network elements that are not already combined, and available under the terms of
this  Amendment. CLEC agrees that the UNE-P and EEL provisions of this Amendment
are  nonseverable  and  "legitimately related" for purposes of Section 252(i) of
Title 47, United States Code. Accordingly, CLEC agrees to take the UNE-P and EEL
provisions  of  this Amendment and the attached Pricing Appendix-Combinations in
their  entirety,  without change, alteration or modification, waiving its rights
to  "pick  and choose" UNE provisions from other agreements under Section 252(i)
of  Title  47,  United  States Code. This mutual waiver of rights by the Parties
will  constitute  additional  consideration  for  the  Amendment.

6.2
By entering into this Amendment to obtain the benefits set forth herein in whole
or  in  part,  CLEC  expressly  waives  its right to challenge the terms of this
Amendment  in any judicial, dispute resolution or regulatory proceeding as being
inconsistent  with the product offering requirements of Section 271(c)(2)(B)(ii)
for purposes of providing combinations of network elements (subject to change in
law  regarding  combination obligations as described above in Sections 2.2.5 and
2.2.6).  Except  that CLEC expressly reserves the right to challenge Ameritech's
actual  provisioning  of  combinations, satisfactory OSS testing and performance
measurement results; and to seek clarification or interpretation of the terms of
this  Amendment  through  the  dispute  resolution  process  established  by the
Commission  or  challenge  in  any  judicial,  dispute  resolution or regulatory
proceeding  the interpretation of this Amendment or any Amendment containing the
same  or  substantially  similar  language  to  this  Amendment;  such  right
to  challenge  actual  results  or  to  seek  clarification or interpretation or
challenge  the  interpretation  also  includes  the  right  to  appeal the final
judicial,  dispute  resolution  or regulatory decision and to continue to pursue
pending  appeals.  When a final decision is rendered by the appellate court, the
affected  contract  provision  shall  be  revised  to reflect the result of such
appeal.  Any  dispute  between  the  Parties  regarding the manner in which this
Amendment  should  be  modified  to  reflect  the  effect of the appellate court
decision  shall  be resolved by the Commission. Notwithstanding CLEC's waiver of
its  right to contest this Amendment under Section 271(c)(2)(B)(ii) as described
above,  CLEC expressly reserves the right to pursue alternate theories regarding
combinations  of  network  elements  in  pending  or  future  Section  251/252
arbitrations.  Except  as  provided  in this section, CLEC reserves the right to
pursue  pending  appeals  and  to  appeal  any


                                                                  Mi2A Amendment
                                                                         Page 17
                                                                          032901

other state or federal regulatory decision, but, absent a stay or reversal, will
comply  with  any  such  final decision. Nothing in this Amendment limits CLEC's
right  or  ability  to  participate  in  any  proceedings  regarding  the proper
interpretation  and/or  application  of  the  1996 Telecommunications Act or the
Michigan  Telecommunications  Act.

6.3
On  January 25, 1999, the United States Supreme Court issued its opinion in AT&T
Corp.  v.  Iowa Utilities Board, 525 U.S. 366, 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,  119  S Ct. 2016 (June 1, 1999). In addition, on November 5, 1999,
the  FCC issued its Third Report and Order and Fourth Further Notice of Proposed
Rulemaking in CC Docket No. 96-98 (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). On July 18, 2000, the United
States  Court  of  Appeals issued its opinion in Iowa Util. Bd. v. FCC, 219 F.3d
744  (8th  Cir.  2000)  cert.  granted 121 S.Ct 877-79 (2001). By executing this
Amendment,  neither  party  waives any of its rights, remedies or arguments with
respect  to  such  decisions,  any  remands  thereof,  or  any  federal or state
proceedings  related  thereto,  including  its  right  to  seek  legal  review
or  a  stay  of  such  decisions,  or  its  rights  under  the  Amendment.

7.0  MISCELLANEOUS
     -------------

7.1
The  Agreement,  as  amended hereby, shall remain in full force and effect until
terminated pursuant to its terms. This Amendment does not extend the term of the
Agreement.  On and from the Amendment Effective Date, reference to the Agreement
in  any  notices,  requests,  orders,  certificates and other documents shall be
deemed  to  include  this  Amendment,  whether  or not reference is made to this
Amendment,  unless  the  context  shall  be  otherwise  specifically  noted.

7.2
This Amendment may be executed in counterparts, each of which shall be deemed an
original  but  all  of  which  when  taken  together  shall  constitute a single
agreement.

7.3
This  Amendment,  including  the  attached  Pricing  Appendix-Combinations,
constitutes the entire Amendment between the Parties and supersedes all previous
proposals,  both  verbal  and  written.

7.4
The  Parties acknowledge that in no event shall any rates, terms, and conditions
set  forth in this Amendment apply to any products or services purchased by CLEC
prior  to  the  Amendment  Effective  Date.


                                                                  Mi2A Amendment
                                                                         Page 18
                                                                          032901

     IN  WITNESS  WHEREOF, the Parties have caused this Amendment to be executed
by  their  duly  authorized  representatives as of the Amendment Effective Date.

Talk.com  Holding,  Corp.               SBC  Telecommunications,  Inc.
                                        as  agent  for  Ameritech  Michigan


By:  /s/  George  Vinall               By:  /s/  O.R.  Stanley
Printed:  George  Vinall               Printed:  O.R.  Stanley
Title:  EVP-Business  Development      Title:  President-Industry  Markets
Date:  May  15,  2001                  Date:  May  25,  2001