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                                                                  EXHIBIT 10.8


                                                                 [VERIZON LOGO]
                                                    Verizon Communications Inc.
                                                    1095 Avenue of the Americas
                                                       New York, New York 10036

August 13, 2002

Genuity Inc.
225 Presidential Way
Woburn, MA 01801

JP Morgan Chase Bank,
as Agent, and
each of the Lenders,
as defined herein

                                STANDSTILL AGREEMENT

     Reference is made to the Credit Agreement (as amended from time to time,
the "Credit Agreement") dated as of March 5, 2001 by and between Verizon
Investments Inc., a Delaware corporation ("Verizon Investments"), and Genuity
Inc., a Delaware corporation ("Genuity"). Capitalized terms not otherwise
defined herein shall have the meanings specified therefor in the Credit
Agreement.

     Verizon Investments and Genuity recognize that certain Events of Default
(a) have occurred and are continuing under the Credit Agreement as a result
of the conversion by affiliates of Verizon Investments of Class B common
shares of Genuity into Class A Shares and (b) are expected to occur and be
continuing attributable to events relating to insolvency or similar
proceedings (including, without limitation, the financial condition, payment
of taxes by, or solvency of) Integra S.A., a 93% owned subsidiary of Genuity
organized under the laws of France (collectively, the "Existing Defaults").

     Verizon Investments and Verizon Communications Inc., a Delaware
corporation ("VCI" and, together with Verizon Investments, "Verizon"), hereby
agree and acknowledge to and for the benefit of each of Genuity, JP Morgan
Chase Bank, as agent (the "Agent") and the lenders (the "Lenders") party to
the $2,000,000,000 Amended and Restated Credit Agreement, dated as of
September 24, 2001, among Genuity, the Agent, the Lenders and the other
parties party thereto (as amended from time to time, the "Revolving Credit
Agreement") the following:

     During the period (the "Verizon Standstill Period") commencing on July
29, 2002 and ending on September 12, 2002 (or November 12, 2002, if the
Second Standstill Period, as defined in the Standstill Agreement No. 2
referred to below, is in effect) or such earlier date on which the Standstill
Period (or the Second Standstill Period, as applicable) (each as contemplated
by, and as defined in, Standstill Agreement No. 2, dated as of August 12,
2002 between Genuity and the Lenders party thereto (the "Standstill Agreement
No. 2")) terminates or is rescinded (in any such event, the "Termination

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Genuity Inc.
August 13, 2002
Page 2

Agreement No. 2")) terminates or is rescinded (in any such event, the
"Termination Date"), Verizon agrees (i) with respect to the Existing
Defaults, that it will not exercise any of its rights or remedies under or
with respect to the Credit Agreement, including, without limitation, any
right to declare any or all amounts payable under the Credit Agreement to be
immediately due and payable, and (ii) that it will not commence or cause to
be commenced or file any suit, proceeding or litigation in any court,
governmental agency or arbitrator against or directly affecting Genuity in
any way relating to the Credit Agreement.

     On the Termination Date, without any further action by Verizon, all of
the terms and provisions set forth in the Credit Agreement with respect to
the Existing Defaults shall have the same force and effect as if this
Agreement had not been entered into by the parties hereto, and Verizon shall
have all of the rights and remedies afforded to it under the Credit Agreement
and applicable law with respect to the Existing Defaults as though no
standstill had been granted by it hereunder. Except as expressly set forth
herein, nothing in this Agreement shall affect the rights and remedies of
Verizon under or in connection with the Credit Agreement with respect to any
Event of Default, other than the Existing Defaults, or any other event or
occurrence.

     During the Verizon Standstill Period, Verizon agrees not to take any
action that would permit a rescission under Section 3(d) or 6(d) if
applicable of Standstill Agreement No. 2.

     Nothing herein shall be interpreted as requiring Verizon to make any
additional advances under the Credit Agreement.

     This Agreement shall be effective immediately upon the execution hereof
as of the date hereof.


                                           VERIZON COMMUNICATIONS INC.

                                           By: /s/ William F. Heitmann
                                               ------------------------------
                                               Title: Senior Vice President
                                                      and Treasurer


                                           VERIZON INVESTMENTS INC.

                                           By: /s/ Janet M. Garrity
                                               ------------------------------
                                               Title: President


Accepted and agreed to

GENUITY INC.

By: /s/ Daniel P. O'Brien
    -----------------------------------
    Title: Executive Vice President and
           Chief Financial Officer