<PAGE>

                                                                    EXHIBIT 10.1
                                                                    ------------

                                 Amendment No. 1

                                       to

                              Procurement Agreement


This Amendment ("Amendment") is made and entered into effective this 22nd day of
April, 2002, by and between Qwest Communications Corporation ("Qwest") and
Corvis Operations, Inc. ("Corvis").

                                  -WITNESSETH-

WHEREAS, Qwest and Corvis are parties to that certain Procurement Agreement
dated June 5, 2000 (the "Agreement"); and

WHEREAS, Qwest and Corvis desire to amend the Agreement.

NOW, THEREFORE in consideration of the foregoing premises and mutual promises
and covenants of the Parties hereto, the receipt and sufficiency of which is
hereby acknowledged, Qwest and Corvis agree to amend the Agreement as follows:


1.    Unless specifically indicated otherwise, all capitalized terms used herein
shall have the same meaning given to them in the Agreement. Notwithstanding the
foregoing, all references to "Minimum Deployment Commitment" in the Agreement
shall be changed to read "Purchase Commitment" and all references to the
"Initial Deployment Commitment" shall be deleted.


2.    Sections 1.1 - 1.4 are deleted in their entirety, and the following
inserted in substitution thereof:

1.1   Purchase Commitment. Qwest will purchase and accept from Corvis, subject
to acceptance criteria, Equipment, Software and/or Services in quantities and in
configurations priced at twelve million dollars US ($12,000,000) (the "Purchase
Commitment"), seven million dollars US ($7,000,000) of which (the "Initial
Purchase Commitment") must be purchased on or before December 29, 2002, and the
balance of which, totalling five million dollars US ($5,000,000), must be
purchased on or before December 29, 2003, in each case based on the prices and
license fees set forth in the Price List attached hereto as Attachment 3.1 or in
a Corvis sales quote. For purposes of the preceding sentence, Qwest will be
deemed to have purchased a Product if Qwest has ordered the Product for delivery
and acceptance before the end of the applicable period (i.e., [*] or [*]). The
provisions of Section 1.11 of the Agreement shall not apply to the Purchase
Commitment.

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1.2   Qwest Future Purchases. Qwest, in its sole discretion, may purchase
additional Corvis Equipment, Software and/or Services in quantities and
configurations at prices totalling up to one hundred thirty eight million
dollars US ($138,000,000) Corvis will offer such Equipment and Software during
the Initial Term based on the pricing set forth in the Price List attached
hereto as Attachment 3.1, or in a Corvis sales quote. Because of the rapid pace
of change in technology in the area of telecommunications equipment and the
uncertainty as to the exact nature of Qwest's future system needs, it is agreed
that, notwithstanding any other provision of this Agreement, including, among
others, this Section 1.2, Qwest shall have no binding obligation to purchase
Corvis Equipment, Software and Services beyond those amounts specified in
Section 1.1 above, and Qwest shall have no liability to Corvis with respect to,
or arising from, Qwest's failure, for any reason, to make any purchases under
this Agreement beyond those set forth in Section 1.1 above, provided, however,
that Purchase Orders shall constitute binding commitments in accordance with the
terms of this Agreement.

1.3   Incomplete Purchases Per Purchase Commitment. If Qwest fails to purchase,
as provided in Section 1.1, a total dollar value of Corvis Equipment, Software
and/or Services equal to or exceeding the Purchase Commitment within each
relevant time period, Corvis may then invoice Qwest for an amount equal to the
purchase price and license fees for such Corvis Equipment, Software and/or
Services that Qwest failed to purchase pursuant to Section 1.1 for such time
period (the "Purchase Shortfall") and Qwest shall pay such invoice within [*]
days after receipt. If Qwest issues Purchase Orders for at least the amount of
the Purchase Shortfall within such [*]-day payment period for delivery of
Equipment, Software and/or Services within [*] months of such Purchase Orders,
Qwest will receive a credit towards the Purchase Commitment for the full amount
of the payment made for the Purchase Shortfall.

1.4 [RESERVED]


3.    Section 1.7 is deleted in its entirety, and the following inserted in
substitution thereof:

1.7   Alteration of Delivery Dates. Qwest will have the right to alter the
destination site at least ten (10) days prior to Corvis' scheduled shipment date
for Products, without cost or expense to Qwest, by timely transmitting notice to
Corvis of the new Specified Site(s). In addition, Qwest may, by written notice
to Corvis, unilaterally modify the content of any Purchase Order issued
hereunder, so long as (i) such modification is received at least 12 weeks prior
to the agreed delivery date of the affected Products, and (ii) the total dollar
value of the Purchase Order is not reduced.


4.    New Sections 1.14 - 1.21 are inserted, as follows:

1.14  Release 1 Field Trial.

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(a) On or before [*], the Parties shall mutually agree in good faith upon: (i) a
list of Equipment and Software (the " R1 Field Trial System"), (ii) equipment
pricing, (iii) a test plan, including lab certification requirements, (iv)
tests, (v) expected test results, and (vi) roles and responsibilities (the "R1
Field Trial Test Plan") for Qwest to accomplish a field trial, as defined below,
of the Corvis R 1 Field Trial System, using a budget not to exceed the Initial
Purchase Commitment, unless otherwise agreed in writing. Corvis shall deliver to
Qwest the R1 Field Trial System on or before [*] (the "R1 Delivery Date"). All
equipment shall be NEBS 1 certified by NTRL according to the requirements set
forth on Attachment 1.14 hereto. The R1 Field Trial System, and any Equipment to
be loaned by Corvis to Qwest for the R1 Field Trial, shall be identified in
Attachment 1.14 to the R1 Field Trial Test Plan. Qwest may use the R1 Field
Trial System in accordance with the license specified in Section 1.18(a).

(b) On or before [*], Corvis shall commence installation and turn up, at Corvis'
expense, the R1 Field Trial System, and the R1 Field Trial, as defined below,
shall also commence. The field trial will use current field or next generation
fiber, at Qwest's option, and shall test the R1 Field Trial System in a test
route or test configuration to be specified by Qwest (the "R1 Field Trial"). The
R1 Field Trial shall be conducted in accordance with terms of this Section 1.14,
Sections 1.16-1.20, and the R1 Field Trial Test Plan which, when executed by the
Parties, shall be incorporated herein by reference. Should there be any conflict
between the terms of the R1 Field Trial Test Plan and the Agreement as amended,
the Agreement shall control.

(c) The Parties shall use commercially reasonable efforts to conduct and
complete the R1 Field Trial no later than [*]; provided, however, that Qwest's
obligation to conduct the lab or R1 Field Trial shall not extend beyond [*]
after the commencement of the R1 Field Trial, unless (i) such extension is
necessitated by Qwest's failure to devote adequate resources to execution of the
R1 Field Trial Test Plan, or (ii) an extension is agreed to in writing by the
Parties. Should the R1 Field Trial System fail to meet any test criterion
specified in the R1 Field Trial Test Plan, Qwest shall promptly notify Corvis of
any such failure and Corvis shall diligently work to correct such failure. The
R1 Field Trial shall be deemed successfully completed when the R1 Field Trial
System passes the R1 Field Trial Test Plan, and Qwest shall certify such
success, in writing, to Corvis within five (5) days thereafter. If the R1 Field
Trial is not successfully completed, Qwest will ship the R1 Field Trial System
to Corvis at Corvis' expense.

(d) Upon successful completion of the R1 Field Trial and the R1 Field Trial
System's passage of the R1 Field Trial Test Plan, Qwest shall purchase the R-1
Field Trial System (other than any loaner equipment) at the prices specified in
the R-1 Field Trial Agreement, and payment shall be made thirty (30) days after
receipt of invoice. Purchase of the R-1 Field Trial System shall be counted
toward the Purchase Commitment.

(e) Subject to the last sentence of this Section 1.14(e), upon payment of the
purchase price for any portion of the R1 Field Trial System by Qwest, that
portion of the R1 Field Trial System will be deemed covered by the terms and
conditions of the Agreement to the same extent as if that portion of the R1
Field Trial System had been procured by Qwest pursuant to the Agreement, and the
terms and conditions of this Section 1.14, and Sections 1.16 through 1.20 shall
no longer apply to that portion of the R1 Field Trial System. Prior to the
payment of the

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purchase price for the portion of the R1 Field Trial System, the terms and
conditions of this Section 1.14, and 1.16 through 1.20, will apply to the R1
Field Trial System. Any software right to use ("RTU") as specified in the Price
List (attached  hereto as Attachment 3.1) associated with the R1 Field Trial
System shall become due and payable if and when Qwest uses any component of the
R1 Field Trial System to carry commercial traffic.


1.15     Release 4 Field Trial.

(a) On or before [*] the Parties shall mutually agree in good faith upon: (i) a
list of Equipment and Software (the " R4 Field Trial System"), (ii) equipment
pricing, (iii) a test plan, including lab certification requirements, (iv)
tests, (v) expected test results, and (vi) roles and responsibilities (the "R4
Field Trial Test Plan") for Qwest to accomplish a field trial, as defined below,
of the Corvis R4 Field Trial System, using a budget not to exceed the Purchase
Commitment, unless otherwise agreed in writing. Corvis shall deliver to Qwest
the R4 Field Trial System on or before [*] (the "R4 Delivery Date"). All
equipment shall be NEBS 1 certified by NTRL according to the requirements set
forth in Attachment 1.14 to this Amendment. The R4 Field Trial System, and any
Field Trial System to be loaned by Corvis to Qwest, shall be identified in
Attachment 1.14 to the R4 Field Trial Test Plan. Qwest may use the Field Trial
System in accordance with the license specified in Section 1.18(a).

(b) On or before [*], Corvis shall commence installation and turn up, at Corvis'
expense, the R4 Field Trial System, and the R4 Field Trial, as defined below,
shall also commence. The field trial will use current field or next generation
fiber, at Qwest's option, and shall test the R4 Field Trial System in a test
route or test configuration to be specified by Qwest (the "R4 Field Trial"). The
R4 Field Trial shall be conducted in accordance with terms of this Section 1.15,
1.16 through 1.20, and the R4 Field Trial Test Plan which, when executed by the
Parties, shall be incorporated herein by reference. Should there be any conflict
between the terms of the R4 Field Trial Test Plan and the Agreement, as amended,
the Agreement shall control.

(c) The Parties shall use commercially reasonable efforts to conduct and
complete the R4 Field Trial no later than [*]; provided, however, that Qwest's
obligation to conduct the lab or R4 Field Trial shall not extend beyond [*] days
after the commencement of the R4 Field Trial, unless (i) such extension is
necessitated by Qwest's failure to devote adequate resources to execution of the
R4 Field Trial Test Plan, or (ii) an extension is agreed to in writing by the
Parties. Should the R4 Field Trial System fail to meet any test criterion
specified in the R4 Field Trial Test Plan, Qwest shall promptly notify Corvis of
any such failure and Corvis shall diligently work to correct such failure. The
R4 Field Trial shall be deemed successfully completed when the R4 Field Trial
System passes the R4 Field Trial Test Plan, and Qwest shall certify such
success, in writing, to Corvis within five (5) days thereafter. If the R4 Field
Trial is not successfully completed, Qwest will ship the R4 Field Trial System
to Corvis at Corvis' expense.

(d) Upon successful completion of the R4 Field Trial and the R4 Field Trial
System's passage of the R4 Field Trial Test Plan, Qwest shall purchase the R4
Field Trial System (other

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<PAGE>

than any loaner equipment) at the prices specified in the R4 Field Trial
Agreement, and payment shall be made thirty (30) days after receipt of invoice.
Purchase of the R4 Field Trial System shall be counted toward the Purchase
Commitment.

(e)  Subject to the last sentence of this Section 1.15(e), upon payment of the
purchase price for any portion of the R4 Field Trial System by Qwest, that
portion of the R4 Field Trial System will be deemed covered by the terms and
conditions of the Agreement to the same extent as if that portion of the R4
Field Trial System had been procured by Qwest pursuant to the Agreement, and the
terms and conditions of this Section 1.15 and Sections 1.16 through 1.20 shall
no longer apply to that portion of the R4 Field Trial System. Prior to the
payment of the Purchase Price for the R4 Field Trial System, the terms and
conditions of Sections 1.15 through 1.20 will apply to the R4 Field Trial
System. Any software right to use ("RTU") as specified in the Price List
(attached hereto as Attachment 3.1) associated with the R4 Field Trial System
shall become due and payable if and when Qwest uses any component of the R4
Field Trial System to carry commercial traffic.

1.16 Field Trial System Delivery Dates.

(a)  Should Corvis fail to deliver the equipment on the R1 Delivery Date, then
Corvis shall have [*] days thereafter to so deliver the equipment (the "R1
Delivery Extension Period").

(b)  Should Corvis fail to deliver the equipment on the R4 Delivery Date, then
Corvis shall have [*] days thereafter to so deliver the equipment (the "R4
Delivery Extension Period").

(c)  If Corvis delivers the equipment during the R1 Delivery Extension Period or
the R4 Delivery Extension Period, then the commencement date for the
corresponding field trial, and the subsequent dates contemplated for that
particular release's field trial, will be pushed back by the number of
additional days after the applicable delivery date the equipment was actually
delivered. If Corvis fails to deliver the equipment during the R1 Delivery
Extension Period or the R4 Delivery Extension Period, then, unless otherwise
agreed in writing by the Parties, Qwest shall have no obligation to proceed with
the corresponding field trial.

1.17 Reporting Obligations. Qwest shall provide oral feedback and evaluation
data to Corvis that describes Qwest's experience with the Corvis Products. As to
written feedback and evaluation, at a minimum, Qwest shall provide summary test
data generated by the R1 and R4 Field Trials. Qwest agrees that it will notify
Corvis of any errors in the Corvis Products within a reasonable time after such
discovery. Qwest agrees to (i) meet with Corvis, upon Corvis' reasonable request
to document such errors if any, and (ii) to discuss the performance of the
Corvis Products and suggest ideas for improving Corvis' performance either in
person or by telephone. Any such meeting will be at a location and time mutually
agreed upon by Corvis and Qwest.

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<PAGE>

1.18 Field Trial License.

(a)  Notwithstanding Sections 9.1 and 9.4 of the Agreement, subject to the terms
and conditions of this Agreement, Corvis grants to Qwest a non-exclusive and
non-transferable license (the "Field Trial License") to use the applicable Field
Trial System and associated Software at the sites of the applicable Field Trial
in object code form only solely for the purpose of internal evaluation of the
Products with Qwest's equipment. Use of the Field Trial System and associated
Software is restricted to the applicable Field Trial System. Use of the
applicable Field Trial System is limited to the Software in the Field Trial
System and as otherwise expressly provided for herein. Qwest may not relocate
the applicable Field Trial System or knowingly give any third party, except as
expressly allowed by this Agreement, access to the applicable Field Trial
System, without Corvis' prior written consent. With respect to any third party
software included with the applicable Field Trial System, Qwest will abide by
the applicable terms and conditions for such third party software. Corvis may
revoke the Field Trial License if Qwest breaches this license, or if the Field
Trial is not successfully completed.

1.19 Warranty. PRIOR TO QWEST'S FULL PAYMENT OF THE PURCHASE PRICE FOR THE R1
FIELD TRIAL SYSTEM AND THE R4 FIELD TRIAL SYSTEM, AND NOTWITHSTANDING SECTIONS
13.1, 13.2, AND 13.5-13.8 HEREOF: (i) SAID EQUIPMENT IS PROVIDED "AS-IS", AND
(ii) CORVIS MAKES NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO
ANY OF THE PRODUCTS OR SERVICES PROVIDED IN CONNECTION WITH THE R1 FIELD TRIAL
AND THE R4 FIELD TRIAL, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

1.20 Risk of Loss. Notwithstanding Section 1.6 hereof, Qwest shall bear the risk
of loss, theft, destruction of or damage to the R1 Field Trial System or R4
Field Trial System up to a value of [*], beginning from Qwest's receipt of the
Equipment at Qwest's location until such Equipment is placed with a carrier for
shipping to Corvis, at Corvis' expense, pursuant to the provisions of the
Agreement, including, without limitation, while such Equipment is in Qwest's
possession or under its control, except to the extent such loss, theft,
destruction or damage is caused by Corvis, its employees, contractors and/or
agents.

1.21 Testing of OC-192 Product. Within [*] days from execution of this
Amendment, Corvis shall provide at no cost to Qwest, and Qwest shall accept
delivery from Corvis of the Corvis OC-192 Product for completion of Qwest's lab
certification process by Qwest; provided, however, that subject to Qwest's using
reasonably diligent efforts to perform certification tests thereon, if the
OC-192 Product has not achieved certification after [*] days of additional
testing by Qwest, Qwest shall have no further obligation to test or certify such
cards.

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<PAGE>

6.  A new Attachment 3.1 ("Price List") is inserted as Attachment 3.1 hereto,
incorporated herein by reference. This Price List shall supersede and replace
any prior Price List.

7.  A new Section 3.3(f) is inserted:

(f) PMSI. Until such time as Corvis is fully paid for Product shipped, as
collateral security for the prompt and complete payment and performance of all
obligations due hereunder, Qwest hereby pledges and assigns to Corvis, and
grants to Corvis a purchase money security interest in, the Products. Qwest will
assist Corvis in taking reasonable actions necessary to perfect and protect
Corvis' security interest, including execution of a reasonable and standard
purchase money security agreement. Once Corvis has received full payment for any
Products, or Qwest has returned to Corvis any loaner Products or Products that
Qwest may return pursuant to the terms of this Agreement, then Corvis shall make
appropriate filings to release such security interests in said Products.

8.  Section 4.1 is deleted in its entirety and the following inserted in
substitution thereof:

4.1 Term. The "Commencement Date" shall mean April 22, 2002. Subject to the
terms and conditions of this Agreement, the initial term of this Agreement will
be from the Effective Date of June 5, 2000 and continue thereafter until
December 31, 2005 ("Initial Term"). This Agreement will be automatically renewed
for successive one-year terms unless either Party gives notice of non-renewal at
least 90 days before the expiration of the Initial Term or any renewal term;
provided, however, that the Purchase Commitment shall not be renewed. The
Initial Term in combination with any extensions is also referred to in this
Agreement as the "Term".

9.  Article 22 Notices, the "copy to" address for Qwest shall be changed to read
as follows:

    Qwest Communications
    General Counsel
    52nd Floor
    1801 California Street
    Denver Colorado 80202

10. The following language is inserted at the end of Section 23.7:

Upon execution of this Amendment No. 1, Corvis may issue a press release
regarding the completion of this Amendment No. 1, subject to the written
approval of Qwest regarding the content of said press release, which approval
shall not be unreasonably withheld.

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<PAGE>

11.  Each Party represents and warrants that this Amendment and any attachments
thereto will constitute, when executed in full, the legal, valid and binding
obligations of said Party, enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws affecting the enforcement of creditors
rights generally and general principles of equity.

12.  Except as specifically amended herein, all terms, conditions and provisions
contained in the Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Amendment on the day and year
first above set forth.

QWEST COMMUNICATIONS                          CORVIS Operations, Inc.
  CORPORATION

   /s/ James L. Becker                               /s/ Lynn D. Anderson
----------------------------------            ----------------------------------
         (SIGNATURE)                                (SIGNATURE)

       James L. Becker                                  Lynn D. Anderson
----------------------------------            ----------------------------------
         (PRINT)                              (PRINT)


      EVP - Network Ops. and Eng.                CFO
----------------------------------            ----------------------------------
         (TITLE)                               (TITLE)

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<PAGE>

                                 ATTACHMENT 1.14

NEBS Level 1

GR-63
-----
- System Fire Test and Material / Components Criteria

GR-1089
-------
- Electrical SafetyA Listing Requirements
- Bonding and Grounding
- EMI-Emissions (or FCC Part 15 Compliance)
- Short Circuit TestA Lightning Immunity (Second Level)
- Current Limiting Protector Test
- AC Power Fault Immunity (Second Level)
- Voltage Limiting Protector Test


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<PAGE>

                                 ATTACHMENT 3.1

                                   Price List

     ---------------------------------------------------------------------------
     Corvis ON Unified                                Ordering       Selling
     Network Platform                                   Code           Price
     T-ONG-F
     T-ONG-F LHN [*] Base Rack                                         $[*]
     T-ONG-F Expansion                                                 $[*]

     T-OA
     T-2                                                [*]            $[*]
     T-3                                                [*]            $[*]
     T-2 [*]                                                           $[*]
     T-3 [*]                                                           $[*]

     T-OADM
     T-OADM-HF [*]                                      [*]            $[*]
     T-OADM-SC [*]                                                     $[*]

     T-OS-F
     T-OS-F 3 port [*]                                  [*]            $[*]
     T-OS-F 4 port [*]                                  [*]            $[*]

     DCUs
     DCU Module                                                        $[*]
     GFF                                                               $[*]

     Miscellaneous
     Element Controller                                 [*]            $[*]
     [*] switch                                         [*]            $[*]
     Shelf Kit [*]                                                     $[*]

     Software RTU
     Optical Network Gateway [*]                        [*]            $[*]
     Optical Amplifiers [*]                             [*]            $[*]
     Optical Add/Drop Multiplexer [*]                   [*]            $[*]
     Optical Add/Drop Multiplexer [*]                                  $[*]
     Optical Switch [*]                                 [*]            $[*]

     Transport Interfaces
     OC-768 LH [*]                                                     $[*]
     OC-192LHN [*]                                                     $[*]
     [*] Mux Client Interface                                          $[*]
     OC-192HC [*]                                                      $[*]
     ---------------------------------------------------------------------------

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<PAGE>


--------------------------------------------------------------------------------
                            DESCRIPTION                       PART      SELLING
                                                             NUMBER      PRICE

                         Corvis CorManager

     CNM Base - standard Fault, Configuration, Performance
     and Security Management                                   [*]        $[*]
     [*]
     CEI-ON/XF License                                         [*]        $[*]
     CWP License [*]                                           [*]        $[*]

     Additional Licenses
     CNM license for OCS                                       [*]        $[*]
     CNM license for ON Node (ONG, OADM, OS)                   [*]        $[*]
     CNM license for ON [*]                                    [*]        $[*]
     CNM license for ON [*]                                    [*]        $[*]
     CNM user seats                                            [*]        $[*]
     CWP user seats                                            [*]        $[*]

     Optional CNM Application Suite A
     Protection Management [*]                                 [*]        $[*]
     Path Management                                           [*]        $[*]
     OSS Gateway [*]                                           [*]        $[*]

     Complete CNM Optional Application Suite A Upgrade         [*]        $[*]

     Optional CNM Application Suite B
     TruePath Manager[*]                                       [*]        $[*]
     Multi-vendor Element Adapter                              [*]        $[*]

     Complete CNM Optional Application Suite B Upgrade         [*]        $[*]

     Optional CNM Application Suite C
     High-Availability                                         [*]        $[*]
     Disaster Recovery                                         [*]        $[*]
     Web Access                                                [*]        $[*]

     Complete CNM Optional Application Suite C Upgrade         [*]        $[*]


     CNM Hardware Platform
     High Availability / Disaster Recovery - [*]               [*]        $[*]

     Corvis Element Controller Optional Hardware

     Element Controller                                        [*]        $[*]
     [*] Switch                                                [*]        $[*]

     Corvis OCS TruePath Software

     TruePath Instant Provisioning and Restoration [*]         [*]        $[*]
     TruePath Bandwidth on Demand  [*]                         [*]        $[*]

     Corvis ON TruePath Software

     TruePath Instant Provisioning and Restoration  [*]
          Node (ONG, OADM and OS) RTU                          [*]        $[*]
          [*] RTU                                              [*]        $[*]
     TruePath Bandwidth on Demand  [*]
          Node (ONG, OADM and OS) RTU                          [*]        $[*]
          [*] RTU                                              [*]        $[*]




--------------------------------------------------------------------------------
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<PAGE>

<TABLE>
<CAPTION>
Corvis OCS                                                                  Ordering Code     Unit Selling Price
----------                                                                  -------------     ------------------
<S>                                                               <C>       <C>               <C>
OCS Racks

    Rack Assy, OCS US Telco                                        Each          [*]                 $[*]
         Power Distribution Control Unit, OCS                       1            [*]

    Fiber Management Kit, OCS Vertical                             Each          [*]                 $[*]
    Fiber Management Kit, OCS ETSI Vertical                        Each          [*]                 $[*]
    Fiber Management Kit, OCS Vertical w/ Cable Storage            Each          [*]                 $[*]

OCS Subracks

    Subrack Assy, OCS I/O-E US Telco                               Each          [*]                 $[*]
         Shelf Assy, OCS I/O-E                                      1            [*]                 $[*]
         *Fan Assy, OCS Upper                                       2            [*]                 $[*]
         *Filter, OCS Fan                                           1            [*]                 $[*]
         *Module Assy, Power Access                                 2            [*]

    Subrack Assy, OCS Center Stage US Telco                        Each          [*]                 $[*]
         Shelf Assy, OCS Center Stage                               1            [*]                 $[*]
         *Fan Assy, OCS Upper                                       2            [*]                 $[*]
         *Filter, OCS Fan                                           1            [*]                 $[*]
         *Module Assy, Power Access                                 2            [*]

    Shelf Cover Assy, Unpopulated Shelf                            Each          [*]                 $[*]

OCS I/O Modules

    OC-192/STM-64 Specific I/O Modules
    ==================================
    *Module Assy, OCS [*] OC-192/STM-64 [*]                        Each          [*]                 $[*]
    *Module Assy, OCS OC-192/STM-64 [*], SC Conn                   Each          [*]                 $[*]
    Module Assy, OCS OC-192/STM-64 [*] Filler                      Each          [*]                 $[*]

    OC-48/STM-16 Specific I/O Modules
    =================================
    *Module Assy, OCS [*] OC-48/STM-16 [*]                         Each          [*]                 $[*]
    *Module Assy, OCS OC-48/STM-16 [*], SC Conn                    Each          [*]                 $[*]
    Module Assy, OCS OC-48/STM-16 [*] Filler                       Each          [*]                 $[*]
    Module Assy, OCS I/O-E [*] Filler                              Each          [*]                 $[*]

OCS Switch Modules

    *Module Assy, OCS Switch Single Shelf  [*]                     Each          [*]                 $[*]
    *Module Assy, OCS Switch End Stage  [*]                        Each          [*]                 $[*]
    Module Assy, OCS, Switch, Filler                               Each          [*]                 $[*]
    *Module Assy, OCS Switch Center Stage                          Each          [*]                 $[*]

OCS Synchronization Module

    Module Assy, OCS Synchronization, US Telco Wire Wrap           Each          [*]                 $[*]
    Module Assy, OCS Synchronization, US Telco Bantam              Each          [*]                 $[*]

OCS Shelf Processor Modules

    *Module Assy, OCS Shelf Processor [*]                          Each          [*]                 $[*]
    Module Assy, OCS, SPROC, Filler                                Each          [*]                 $[*]


OCS Software

    OCS RTU per shelf                                              Each                              $[*]

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

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