<PAGE>
                                          
                                          
                                          
                                  INTERCONNECTION 
                                     AGREEMENT
                                          
                                          
                                      BETWEEN
                                          
                           U S WEST COMMUNICATIONS, INC.
                                          
                                        AND
                                          
                                     ACI, CORP.
                                          
                                        FOR
                                          
                                   --------------
                                          
                                          
                                          
                                                                         PAGE i

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                                  TABLE OF CONTENTS
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<S>                                                                          <C>
1.   RECITALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

2.   SCOPE OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7

3.   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8

4.   RATES AND CHARGES  GENERALLY. . . . . . . . . . . . . . . . . . . . . . . . . 13

5.   RECIPROCAL TRAFFIC EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . 13

     5.1 SCOPE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     5.2 TRAFFIC TYPES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

     5.3 TYPES OF EXCHANGED TRAFFIC. . . . . . . . . . . . . . . . . . . . . . . . 14

     5.4 RATE STRUCTURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

     5.5 LIS INTERFACE CODE AVAILABILITY AND OPTIONAL FEATURES . . . . . . . . . . 18

     5.6 MEASURING LOCAL INTERCONNECTION MINUTES . . . . . . . . . . . . . . . . . 19

     5.7 TESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

     5.8 ORDERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

     5.9 BILLING ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 21

     5.10 MILEAGE MEASUREMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 22

     5.11 CONSTRUCTION CHARGES . . . . . . . . . . . . . . . . . . . . . . . . . . 22

6.   INTERCONNECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

     6.1 DEFINITION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

     6.2 MID-SPAN MEET POI . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

     6.3 COLLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

     6.4 ENTRANCE FACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

     6.5 QUALITY OF INTERCONNECTION. . . . . . . . . . . . . . . . . . . . . . . . 23

     6.6 POINTS OF INTERFACE (POI) . . . . . . . . . . . . . . . . . . . . . . . . 23

                                                                        PAGE ii

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                                  TABLE OF CONTENTS

     6.7 TRUNKING REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 23

     6.8 INTERCONNECTION FORECASTING . . . . . . . . . . . . . . . . . . . . . . . 25

     6.9 SERVICE INTERRUPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 26

7.   COLLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

     7.1.1 DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

     7.2. TERMS AND CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 28

     7.3. RATE ELEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

     7.4. ORDERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

     7.5. BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

     7.6. MAINTENANCE AND REPAIR . . . . . . . . . . . . . . . . . . . . . . . . . 41

8.   UNBUNDLED ACCESS/ELEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 42

     8.1 GENERAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

     8.2 DESCRIPTION OF UNBUNDLED ELEMENTS . . . . . . . . . . . . . . . . . . . . 43

9.   ANCILLARY SERVICES AND ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . 50

     9.1 SIGNALING ACCESS TO CALL-RELATED DATABASES. . . . . . . . . . . . . . . . 50

     9.2 INTERIM NUMBER PORTABILITY. . . . . . . . . . . . . . . . . . . . . . . . 51

     9.3 911/E-911 SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

     9.4 DIRECTORY ASSISTANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . 60

     9.5 WHITE PAGES DIRECTORY LISTINGS. . . . . . . . . . . . . . . . . . . . . . 60

     9.6 BUSY LINE VERIFY AND BUSY LINE INTERRUPT SERVICES . . . . . . . . . . . . 63

     9.7 TOLL AND ASSISTANCE OPERATOR SERVICES . . . . . . . . . . . . . . . . . . 64

     9.8 INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB). . . . . . . . . . . 65

     9.9 ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY . . . . . . . . . . . 66

     9.10 MISCELLANEOUS ANCILLARY SERVICES.. . . . . . . . . . . . . . . . . . . . 66

                                                                       PAGE iii

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                                  TABLE OF CONTENTS

10.  ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS) . . . . . . . . . . . . . . . . . 66

     10.1 OPERATIONAL SYSTEMS INTERFACES - INTERFACE IMPLEMENTATION TIMETABLE 66

     10.2 OSS INTERFACE DESIGN . . . . . . . . . . . . . . . . . . . . . . . . . . 67

     10.3 ACCESSIBLE OSS FUNCTIONS . . . . . . . . . . . . . . . . . . . . . . . . 67

     10.4 BILLING INTERFACES . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

     10.5 COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

11.  RESALE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

     11.1 DESCRIPTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

     11.2 SCOPE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

     11.3 ORDERING AND MAINTENANCE . . . . . . . . . . . . . . . . . . . . . . . . 74

     11.4 ACI RESPONSIBILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . 77

     11.5 RATES AND CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

     11.6 COLLATERAL AND TRAINING. . . . . . . . . . . . . . . . . . . . . . . . . 80

     11.7 DIRECTORY LISTINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

     11.8 BILLING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

     11.9 DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

     11.10 PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

12.  ACCESS TO TELEPHONE NUMBERS . . . . . . . . . . . . . . . . . . . . . . . . . 83

     12.1 NUMBER RESOURCES ARRANGEMENTS. . . . . . . . . . . . . . . . . . . . . . 83

13.  DIALING PARITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

14. U S WEST DEX ISSUES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

15. ACCESS TO DATABASES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

16. NOTICE OF CHANGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

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                                  TABLE OF CONTENTS

17.  REFERRAL ANNOUNCEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

18.  COORDINATED REPAIR CALLS. . . . . . . . . . . . . . . . . . . . . . . . . . . 85

19.  BONA FIDE REQUEST PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . 85

20.  AUDIT PROCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

21.  AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES. . . . . . . . . . . . . . . . . . . 89

22.  LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING . . . . . . . . . . . . . . . 89

23.  CONSTRUCTION CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90

24.  SERVICE PERFORMANCE RESULTS . . . . . . . . . . . . . . . . . . . . . . . . . 91

25.  IMPLEMENTATION SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

26.  MISCELLANEOUS TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

     26.1 GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

     26.2 TERM OF AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . 95

     26.3 PAYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

     26.4 TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

     26.5 FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

     26.6 LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . 97

     26.7 INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98

     26.8 INTELLECTUAL PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . 99

     26.9 WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101

     26.10 ASSIGNMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .101

     26.11 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102

     26.12 DISCLAIMER OF AGENCY. . . . . . . . . . . . . . . . . . . . . . . . . .102

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     26.13 SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102

     26.14 NONDISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .102

     26.15 SURVIVAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .104

     26.16 DISPUTE RESOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . .104

     26.17 CONTROLLING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . .105

     26.18 JOINT WORK PRODUCT. . . . . . . . . . . . . . . . . . . . . . . . . . .105

     26.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION. . . . . . . . . . . . .105

     26.20 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .105

     26.21 RESPONSIBILITY OF EACH PARTY. . . . . . . . . . . . . . . . . . . . . .106

     26.22 NO THIRD PARTY BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . .106

     26.23 REFERENCED DOCUMENTS. . . . . . . . . . . . . . . . . . . . . . . . . .106

     26.24 PUBLICITY AND ADVERTISING . . . . . . . . . . . . . . . . . . . . . . .107

     26.25 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .107

     26.26 EXECUTED IN COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . .107

     26.27 HEADINGS OF NO FORCE OR EFFECT. . . . . . . . . . . . . . . . . . . . .107

     26.28 CANCELLATION CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . .107

     26.29 REGULATORY APPROVAL . . . . . . . . . . . . . . . . . . . . . . . . . .107

     26.30 COMPLIANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108

     26.31 COMPLIANCE WITH THE COMMUNICATIONS LAW ENFORCEMENT ACT OF 1994
     ("CALEA") . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108

     26.32 COOPERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108

     26.33 ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . .108
</TABLE>

                                                                        PAGE vi

<PAGE>

                             INTERCONNECTION AGREEMENT

       This Interconnection Agreement, made as of the __ day of _____, 1998, is
between ACI, CORP. ("ACI"), a Delaware corporation and U S WEST COMMUNICATIONS,
INC. ("USWC"), a Colorado corporation.


1.     RECITALS

       
       1.1      Pursuant to this Interconnection Agreement ("Agreement"), ACI,
                Corp. ("ACI"), a Competitive Local Exchange Carrier and USWC
                (collectively, "the Parties") will extend certain arrangements
                to one another within each LATA in which they both operate
                within the state of ________.  This Agreement  includes
                terms, conditions, and prices for network interconnection,
                access to unbundled network elements, ancillary network
                services, and retail services available for resale.  It will be
                submitted to the __________________________________________
                __________.   Notwithstanding this mutual commitment, however,
                the Parties enter into this Agreement without prejudice to any
                positions they have taken previously, or may take in the future
                in any legislative, regulatory, or other public forum
                addressing any matters, including matters related to the types
                of arrangements prescribed by this Agreement.

       1.2      The Parties have agreed to certain provisions in this 
                Agreement, based, in large part, on the existing state of the 
                law, rules, regulations and interpretations thereof, as of 
                the date hereof (the "Existing Rules").  To the extent that 
                certain of the Existing Rules are changed and modified, and 
                it reasonably appears that the Parties would have negotiated 
                and agreed to different term(s), condition(s), or covenant(s) 
                than as contained herein had such change or modification been 
                in existence before execution hereof, then this Agreement 
                shall be amended to reflect such different term(s), 
                condition(s), or covenant(s).  Where the Parties fail to 
                agree upon such an amendment, it shall be resolved in 
                accordance with the Dispute Resolution provision of this 
                Agreement.

2.     SCOPE OF AGREEMENT

       2.1      This Agreement sets forth the terms, conditions and prices
                under which USWC  agrees to provide (a) services for resale
                (hereinafter referred to as "Local Services") (b) certain
                unbundled network elements, ancillary functions and additional
                features to ACI (hereinafter collectively referred to as
                "Network Elements").  The Agreement also sets forth the terms,
                conditions and prices under which the Parties agree to provide
                interconnection and reciprocal compensation for the exchange of
                local traffic between USWC and ACI for purposes of offering
                telecommunications services.  Unless otherwise provided in this
                Agreement, the Parties will perform all of their obligations
                hereunder throughout, to the extent provided in the Appendices
                attached hereto.  The Agreement includes all accompanying
                Appendices.
       
       2.2      In the performance of their obligations under this Agreement,
                the Parties shall act in good faith and consistently with the
                intent of the Act.  Where notice, approval or similar action by
                a Party is permitted or required by any provision of this
                Agreement, (including, without limitation, the obligation of
                the Parties to further negotiate the resolution of new or open
                issues under this Agreement) such action shall not be
                unreasonably delayed, withheld or conditioned.

                                                                         PAGE 7

<PAGE>

3.     DEFINITIONS

       3.1      "Access Service Request" or "ASR" means the industry standard
                forms and supporting documentation used for ordering Access
                Services.  The ASR will be used to order trunking and
                facilities between ACI  and USWC for Local Interconnection
                Service.

       3.2      "Access Services" refers to the tariffed interstate and
                intrastate switched access and private line transport services
                offered for the origination and/or termination of interexchange
                traffic (see each Party's appropriate state and interstate
                access tariffs).
       
       3.3      "Act" means the Communications Act of 1934 (47 U.S.C. 151 et.
                seq.), as amended by the Telecommunications Act of 1996, and as
                from time to time interpreted in the duly authorized rules and
                regulations of the FCC or a Commission within its state of
                jurisdiction.
       
       3.4      "Automatic Number Identification" or "ANI" means a Feature
                Group D signaling parameter which refers to the number
                transmitted through a network identifying the billing number of
                the calling party.
       
       3.5      "Basic Exchange Switched Features" are optional end user
                switched services that include, but are not necessarily limited
                to:  Automatic Call Back; Call Trace; Caller ID and Related
                Blocking Features; Distinctive Ringing/Call Waiting; Selective
                Call Forward; Selective Call Rejection. 
       
       3.6      "Basic Exchange Telecommunications Service" means a service
                offered to end users which provides the end user with a
                telephonic connection to, and a unique local telephone number
                address on, the public switched telecommunications network, and
                which enables such end user to generally place calls to, or
                receive calls from, other stations on the public switched
                telecommunications network.  Basic residence and business line
                services are Basic Exchange Telecommunications Services.  As
                used solely in the context of this statement and unless
                otherwise agreed, Basic Exchange Telecommunications Service
                includes access to ancillary services such as 911, directory
                assistance and operator services.
       
       3.7      "BLV/BLVI Traffic" means an operator service call in which the
                caller inquires as to the busy status of or requests an
                interruption of a call on another end user's Basic Exchange
                Telecommunications Service line.
       
       3.8      "Calling Party Number" or "CPN" is a Common Channel Signaling
                ("CCS") parameter which refers to the number transmitted
                through a network identifying the calling party. Reference
                Technical Pub. 77342.
       
       3.9      "Central Office Switch" means a switch used to provide
                telecommunications services, including, but not limited to:

                                                                         PAGE 8

<PAGE>

                3.9.1    "End Office Switches" which are used to terminate end
                         user station loops for the purpose of interconnecting
                         to each other and to trunks; and
       
                3.9.2    "Tandem Office Switches" which are used to connect and
                         switch trunk circuits between and among other Central
                         Office Switches.  Access tandems provide connections
                         for exchange access and toll traffic while local
                         tandems provide connections for local/EAS traffic.

       3.10     "Collocation" means an arrangement whereby one Party's (the
                "Collocating Party") facilities are terminated in its equipment
                necessary for Interconnection or for access to Network Elements
                on an unbundled basis which has been installed and maintained
                at the premises of a second Party (the "Housing Party"). 
                Collocation may be "physical" or "virtual".  In "Physical
                Collocation," the Collocating Party installs and maintains its
                own equipment in the Housing Party's premises.  In "Virtual
                Collocation," the Housing Party installs and maintains the
                Collocating Party's equipment in the Housing Party's premises.
       
       3.11     "Commission" means the Public Utilities Commission of  _________

       3.12     "Common Channel Signaling" or "CCS" means a method of digitally
                transmitting call set-up and network control data over a
                special signaling network fully separate from the public voice
                switched network elements that carry the actual call.  The CCS
                used by the Parties shall be Signaling System 7.
       
       3.13     "Co-Provider" means an entity authorized to provide Local
                Exchange Service that does not otherwise qualify as an
                incumbent Local Exchange Carrier ("LEC").
       
       3.14     "Digital Signal Level" means one of several transmission rates
                in the time division multiplexing hierarchy.
       
       3.15     "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level
                signal in the time-division multiplex hierarchy.
                
       3.16     "Digital Signal Level 1" or "DS1" means the 1.544 Mbps
                first-level signal in the time-division multiplex hierarchy. 
                In the time-division multiplexing hierarchy of the telephone
                network, DS1 is the initial level of multiplexing.
                
       3.17     "Digital Signal Level 3" or "DS3" means the 44.736 Mbps
                third-level in the time-division multiplex hierarchy.  In the
                time-division multiplexing hierarchy of the telephone network,
                DS3 is defined as the third level of multiplexing.
       
       3.18     "Exchange Message Record" or "EMR" is the standard used for
                exchange of telecommunications message information between
                telecommunications providers for billable, non-billable,
                sample, settlement and study data.  EMR format is contained in
                BR-010-200-010 CRIS Exchange Message Record, a 

                                                                         PAGE 9

<PAGE>

                Bellcore document that defines industry standards for exchange
                message records.
       
       3.19     "Extended Area Service (EAS)/Local Traffic" means traffic that
                is originated by an end user of one Party and terminates to an
                end user of the other Party as defined in accordance with
                USWC's then current EAS/local serving areas, as determined by
                the Commission.
       
       3.20     "Integrated Digital Loop Carrier" means a subscriber loop
                carrier system, which integrates within the switch at a DS1
                level (twenty-four (24) local Loop transmission paths combined
                into a 1.544 Mbps digital signal).
                
       3.21     "Interconnection" is the linking of the USWC and Co-Provider
                networks for the mutual exchange of traffic and for Co-Provider
                access to unbundled Network Elements.  Interconnection does not
                include the transport and termination of traffic. 
                Interconnection is provided by Virtual or Physical Collocation,
                entrance facilities or Mid-Span Meet arrangements. 
                
       3.22     "Interexchange Carrier" or "IXC" means a carrier that provides,
                directly or indirectly, interLATA or IntraLATA Toll services.
                
       3.23     "IntraLATA Toll" is defined in accordance with USWC's current
                intraLATA toll serving areas, as determined by the Commission.
       
       3.24     "Local Loop Transmission" or "Loop" means the entire
                transmission path which extends from the network interface or
                demarcation point at an end user's premises to the Main
                Distribution Frame or other designated frame or panel in a
                Party's Wire Center which serves the end user.
       
       3.25     "Main Distribution Frame" or "MDF" means the distribution frame
                of the Party providing the Loop used to interconnect cable
                pairs and line and trunk equipment terminals on a switching
                system.
                
       3.26     "MECAB" refers to the Multiple Exchange Carrier Access Billing
                (MECAB) document prepared by the Billing Committee of the
                Ordering and Billing Forum (OBF), that functions under the
                auspices of the Carrier Liaison Committee of the Alliance for
                Telecommunications Industry Solutions.  The MECAB document,
                published by Bellcore as Special Report SR-BDS-000983, contains
                the recommended guidelines for the billing of an Access Service
                provided by two or more LECs (including a LEC and a
                Co-Provider) or by one LEC in two or more states within a
                single LATA.
       
       3.27     "MECOD" refers to the Multiple Exchange Carriers Ordering and
                Design (MECOD) Guidelines for Access Services - Industry
                Support Interface, a document developed by the
                Ordering/Provisioning Committee under the auspices of the
                Ordering and Billing Forum (OBF), that functions under the
                auspices of the Carrier Liaison Committee of the Alliance for
                Telecommunications Industry Solutions.  The MECOD document,
                published by 

                                                                        PAGE 10

<PAGE>

                Bellcore as Special Report SR STS-002643, establishes
                recommended guidelines for processing orders for Access Service
                that is to be provided by two or more LECs (including a LEC and
                a Co-Provider).  It is published by Bellcore as SRBDS 00983.
       
       3.28     "Meet-Point Billing" or "MPB" refers to an arrangement whereby
                two LECs (including a LEC and Co-Provider) jointly provide
                Switched Access Service to an Interexchange Carrier, with each
                LEC (or Co-Provider) receiving an appropriate share of the
                transport element revenues as defined by their effective access
                tariffs.
       
       3.29     "Mid-Span Meet" is a Point of Interconnection between two
                networks, designated by two Telecommunications Carriers, at
                which one carrier's responsibility for service begins and the
                other carrier's responsibility ends.
       
       3.30     "North American Numbering Plan" or "NANP" means the numbering
                plan used in the United States that also serves Canada,
                Bermuda, Puerto Rico and certain Caribbean Islands.  The NANP
                format is a 10-digit number that consists of a 3-digit NPA code
                (commonly referred to as the area code), followed by a 3-digit
                NXX code and 4-digit line number.
                
       3.31     "NXX" means the fourth, fifth and sixth digits of a ten-digit
                telephone number.
                
       3.32     "Party" means either USWC or ACI and "Parties" means USWC and
                ACI.
       
       3.33     "Point of Interface", "Point of Interconnection", or "POI" is a
                mutually agreed upon point of demarcation where the exchange of
                traffic between two LECs (including a LEC and a Co-Provider)
                takes place.
       
       3.34     "Port" means a termination on a Central Office Switch that
                permits end users to send or receive telecommunications
                services over the public switched network, but does not include
                switch features or switching functionality.
                
       3.35     "Rate Center" means the specific geographic point and
                corresponding geographic area which are associated with one or
                more particular NPA-NXX codes which have been assigned to a LEC
                (or Co-Provider) for its provision of basic exchange
                telecommunications services.  The "rate center point" is the
                finite geographic point identified by a specific V & H
                coordinate, which is used to measure distance-sensitive end
                user traffic to/from, the particular NPA-NXX designations
                associated with the specific Rate Center.  The "rate center
                area" is the exclusive geographic area identified as the area
                within which the LEC (or Co-Provider) will provide Basic
                Exchange Telecommunications Service bearing the particular
                NPA-NXX designations associated with the specific Rate Center. 
                The Rate Center point must be located within the Rate Center
                area.
       
       3.36     "Reseller" is a category of local exchange service provider
                that obtains dial tone and associated telecommunications
                services from another provider through the purchase of bundled
                finished services for resale to its end users.

                                                                        PAGE 11

<PAGE>

       3.37     "Routing Point" means a location that a LEC or Co-Provider has
                designated on its own network as the homing (routing) point for
                traffic, bearing a certain NPA-NXX designation, that is inbound
                to Basic Exchange Telecommunications Services provided by the
                LEC or Co-Provider.  The Routing Point is employed to calculate
                mileage measurements for the distance-sensitive transport
                element charges of Switched Access Services.  Pursuant to
                Bellcore Practice BR 795-100-100, the Routing Point may be an
                "End Office" location, or a "LEC Consortium Point of
                Interconnection".  Pursuant to that same Bellcore Practice,
                examples of the latter shall be designated by a common language
                location identifier (CLLI) code with (x)KD in positions 9, 10,
                11, where (x) may be any alphanumeric A-Z or 0-9.  The above
                referenced Bellcore document refers to the Routing Point as the
                Rating Point.  The Rating Point/Routing Point must be located
                within the rate center area.
       
       3.38     "Service Control Point" or "SCP" means a signaling end point
                that acts as a database to provide information to another
                signaling end point (i.e., Service Switching Point or another
                SCP) for processing or routing certain types of network calls. 
                A query/response mechanism is typically used in communicating
                with an SCP.
       
       3.39     "Signaling Transfer Point" or "STP" means a signaling point
                that performs message routing functions and provides
                information for the routing of messages between signaling end
                points.  An STP transmits, receives and processes Common
                Channel Signaling ("CCS") messages.
                
       3.40     "Switched Access Service" means the offering of transmission or
                switching services to Telecommunications Carriers for the
                purpose of the origination or termination of telephone toll
                service.  Switched Access Services include:  Feature Group A,
                Feature Group B, Feature Group D, 800/888 access, and 900
                access and their successors or similar Switched Access
                services.
       
       3.41     "Tariff" as used throughout this Agreement refers to USWC
                interstate tariffs and state tariffs, price lists, price
                schedules and catalogs.
       
       3.42     "Telecommunications Carrier" means any provider of
                telecommunications services, except that such term does not
                include aggregators of telecommunications services (as defined
                in Section 226 of the Act).  A Telecommunications Carrier shall
                be treated as a common carrier under the Act only to the extent
                that it is engaged in providing telecommunications services,
                except that the Commission shall determine whether the
                provision of fixed and mobile satellite service shall be
                treated as common carriage.
       
       3.43     "Traffic Type" is the characterization of intraLATA traffic as
                "local" (local includes EAS), or "toll" which shall be the same
                as the characterization established by the appropriate state
                commission for the incumbent LEC.

                                                                        PAGE 12

<PAGE>

       3.44     "Wire Center" denotes a building or space within a building,
                that serves as an aggregation point on a given carrier's
                network, where transmission facilities are connected or
                switched.  Wire Center can also denote a building where one or
                more Central Offices, used for the provision of Basic Exchange
                Telecommunications Services and Access Services, are located. 
                However, for purposes of Collocation Service, Wire Center shall
                mean those points eligible for such connections as specified in
                the FCC Docket No. 91-141, and rules adopted pursuant thereto.
       
       3.45     Terms not otherwise defined here, but defined in the Act or in
                regulations implementing the Act, shall have the meaning
                defined there.


4.     RATES AND CHARGES GENERALLY

       4.1      Prices for termination and transport of traffic,
                Interconnection, access to unbundled Network Elements, and
                ancillary services are set forth in Appendix A.

       4.2      USWC's wholesale discounts for resale services are set forth in
                Appendix A.
       
       4.3      The underlying provider of a resold service shall be entitled
                to receive, from the purchaser of Switched Access, the
                appropriate access charges pursuant to its then effective
                Switched Access Tariff.
       
       
5.     RECIPROCAL TRAFFIC EXCHANGE

       5.1      SCOPE
       
                Reciprocal traffic exchange addresses the exchange of traffic
                between ACI end users and USWC end users.  If such traffic is
                local, the provisions of this Agreement shall apply.  Where
                either Party acts as an IntraLATA Toll provider or interLATA
                Interexchange Carrier (IXC) or where either Party interconnects
                and delivers traffic to the other from third parties, each
                Party shall bill such third parties the appropriate charges
                pursuant to its respective tariffs or contractual offerings for
                such third party terminations. Absent a separately negotiated
                agreement to the contrary, the Parties will directly exchange
                traffic between their respective networks, without the use of
                third party transit providers.
       
       5.2      TRAFFIC TYPES
       
                The Traffic Types to be exchanged under this Agreement include:
       
                5.2.1    EAS/Local Traffic as defined above.
                
                5.2.2    IntraLATA Toll traffic as defined above.

                                                                        PAGE 13

<PAGE>

                5.2.3    Switched Access traffic, or interLATA toll traffic, as
                         specifically defined in USWC's state and interstate
                         Switched Access Tariffs, and generally identified as
                         that traffic that originates at one of the Party's end
                         users and terminates at an IXC point of presence, or
                         originates at an IXC point of presence and terminates
                         at one of the Party's end users, whether or not the
                         traffic transits the other Party's network.
                
                5.2.4    Transit traffic is any traffic other than Switched
                         Access, that originates from one Telecommunications
                         Carrier's network, transits another Telecommunications
                         Carrier's network, and terminates to yet another
                         Telecommunications Carrier's network.
                
                         Transit service provides the ability for a
                         Telecommunications Carrier to use its connection to a
                         local or access tandem for delivery of calls that
                         originate with a Telecommunications Carrier and
                         terminate to a company other than the tandem company,
                         such as another Co-Provider, an existing LEC, or a
                         wireless carrier.  In these cases, neither the
                         originating nor terminating end user is a customer of
                         the tandem Telecommunications Carrier.  The tandem
                         Telecommunications Carrier will accept traffic
                         originated by a Party and will terminate it at a Point
                         of Interconnection with another local, intraLATA or
                         interLATA network Telecommunications Carrier.  This
                         service is provided through local and access tandem
                         switches.
       
                5.2.5    Ancillary traffic includes all traffic destined for
                         ancillary services, or that may have special billing
                         requirements, including, but not limited to the
                         following:
                
                         5.2.5.1   Directory Assistance
                         5.2.5.2   911/E911
                         5.2.5.3   Operator call termination (busy line
                                   interrupt and verify)
                         5.2.5.4   800/888 database dip
                         5.2.5.5   LIDB
                         5.2.5.6   Information services requiring special
                                   billing.
                
                5.2.6    Unless otherwise stated in this Agreement, ancillary
                         traffic will be exchanged in accordance with whether
                         the traffic is EAS/Local, IntraLATA Toll, or Switched
                         Access.
                
       5.3      TYPES OF EXCHANGED TRAFFIC
       
                5.3.1    Termination of Local Traffic.  
                         
                         Local traffic will be terminated as Local
                         Interconnection Service (LIS).
                         
                5.3.2    Transport of Local Traffic

                                                                        PAGE 14

<PAGE>

                         As negotiated between the Parties, the exchange of
                         local traffic between the Parties may occur in several
                         ways:
                         
                         5.3.2.1   While the Parties anticipate the use of two
                                   way trunks for the delivery of local traffic,
                                   either Party may elect to provision its own
                                   one-way trunks for delivery of local traffic
                                   to be terminated on the other Party's
                                   network.
                         
                         5.3.2.2   The Parties may elect to purchase transport
                                   services from each other or from a third
                                   party.  Such transport delivers the
                                   originating Party's local traffic to the
                                   terminating Party's end office or tandem  for
                                   call termination.  Transport may be purchased
                                   as either tandem switched transport or direct
                                   trunk transport.
                         
                         5.3.2.3   Based on forecasted traffic at ACI's busy
                                   hour in CCS, where there is a DS1's worth of
                                   traffic (512 CCS) between the ACI switch and
                                   a USWC end office, the traffic will be moved
                                   to a dedicated (i.e., direct) trunk group
                                   from the ACI switch directly to the USWC end
                                   office.  To the extent that ACI has
                                   established a collocation arrangement at a
                                   USWC end office location, and has available
                                   capacity, the Parties agree that ACI shall
                                   provide two-way direct trunk facilities, when
                                   required, from that end office to the ACI
                                   switch.  In all other cases, the direct
                                   facility may be provisioned by USWC or ACI or
                                   a third party.  If both ACI and USWC desire
                                   to provision the facility and cannot
                                   otherwise agree, the Parties may agree to
                                   resolve the dispute through the submission of
                                   competitive bids.
                         
                5.3.3    Transit Traffic.  
                
                         5.3.3.1   USWC will accept traffic originated by ACI
                                   and will terminate it at a Point of
                                   Interconnection with another Co-Provider,
                                   LEC, IXC, or wireless carrier.  USWC will
                                   provide this transit service through local
                                   and access tandem switches.  ACI may also
                                   provide USWC with transit service.
                         
                         5.3.3.2   To the extent technically feasible, the
                                   Parties involved in transporting transit
                                   traffic will deliver calls to each involved
                                   network with CCS/SS7 protocol and the
                                   appropriate ISUP/TCAP message to facilitate
                                   full interoperability and billing functions. 
                                   In all cases, the originating company is
                                   responsible to follow the EMR standard and to
                                   exchange records with both the transiting
                                   company and the terminating company, to
                                   facilitate the billing process to the
                                   originating network.

                                                                        PAGE 15

<PAGE>

                         5.3.3.3   The Parties will use industry standards
                                   developed to handle the provision and billing
                                   of Switched Access by multiple providers
                                   (MECAB, MECOD and the Parties' FCC tariffs),
                                   including the one-time provision of
                                   notification to ACI of the billing name,
                                   billing address and carrier identification
                                   codes of all Interexchange Carriers
                                   originating or terminating at each USWC
                                   access tandem.
                         
                5.3.4    Toll Traffic.  
                
                         Toll traffic routed to an access tandem, or directly
                         routed to an end office, will be terminated as Switched
                         Access Service.  Traffic terminated at the access
                         tandem will be routed to the end offices within the
                         LATA that subtend the USWC access tandem switch. 
                         Switched Access Service also allows for termination at
                         an end office or tandem via direct trunked circuits
                         provisioned either by USWC or ACI.
                         
       5.4      RATE STRUCTURE
       
                5.4.1    Local Traffic
                
                         5.4.1.1   Call Termination  
       
                                   5.4.1.1.1        The Parties agree that call
                                                    termination rates as
                                                    described in Appendix A
                                                    will apply reciprocally for
                                                    the termination of
                                                    EAS/Local traffic per
                                                    minute of use.  If the
                                                    exchange of EAS/Local
                                                    traffic between the Parties
                                                    is within +/- 5% of balance
                                                    (as measured monthly), the
                                                    Parties agree that their
                                                    respective call termination
                                                    charges will offset one
                                                    another, and no
                                                    compensation will be paid. 
                                                    The Parties agree to
                                                    perform monthly joint
                                                    traffic audits, based upon
                                                    mutually agreeable
                                                    measurement criteria and
                                                    auditing standards.  In the
                                                    event that the exchange of
                                                    traffic is not in balance
                                                    as described above, the
                                                    call termination charges in
                                                    Appendix A will apply.  
                         
                                   5.4.1.1.2        For traffic terminated at a
                                                    USWC or ACI end office, the
                                                    end office call termination
                                                    rate in Appendix A shall
                                                    apply.
                         
                                   5.4.1.1.3        For traffic terminated at a
                                                    USWC or ACI tandem switch,
                                                    the tandem switched rate
                                                    and the tandem transmission
                                                    rate in Appendix A shall
                                                    apply in addition to the
                                                    end office call termination
                                                    rate described above.

                                                                        PAGE 16

<PAGE>

                                   5.4.1.1.4        The Parties acknowledge
                                                    that ACI will initially
                                                    serve all of its end users
                                                    within a given LATA through
                                                    a single ACI switch.  The
                                                    Parties also acknowledge
                                                    that ACI may, in the
                                                    future, deploy additional
                                                    switches in each LATA.  For
                                                    purposes of call
                                                    termination, the initial
                                                    ACI switch shall be treated
                                                    as an end office switch.
                         
                                   5.4.1.1.5        For purposes of call
                                                    termination, this Agreement
                                                    recognizes the unique
                                                    status of traffic
                                                    originated by and
                                                    terminated to internet
                                                    service providers.  Parties
                                                    agree to abide by any
                                                    federal or state regulatory
                                                    or judicial proceedings
                                                    governing reciprocal
                                                    compensation and enhanced
                                                    service provider traffic.
                                   
                                   5.4.1.1.6        Neither Party shall be
                                                    responsible to the other
                                                    for call termination
                                                    charges associated with
                                                    third party traffic that
                                                    transits such Party's
                                                    network. 
                         
                5.4.2    Transport

                         5.4.2.1   If the Parties elect to each provision their
                                   own one-way trunks to the other Party's end
                                   office for the termination of local traffic,
                                   each Party will be responsible for its own
                                   expenses associated with the trunks and no
                                   transport charges will apply. Call
                                   termination charges shall apply as described
                                   above.

                         5.4.2.2   If one Party desires to purchase direct trunk
                                   transport from the other Party, the following
                                   rate elements will apply.  Transport rate
                                   elements include the direct trunk transport
                                   facilities between the POI and the
                                   terminating Party's tandem or end office
                                   switches. The applicable rates are described
                                   in Appendix A.
                         
                         5.4.2.3   Direct trunk transport facilities are
                                   provided as dedicated DS3 or DS1 facilities
                                   without the tandem switching functions, for
                                   the use of either Party between the Point of
                                   Interconnection and the terminating end
                                   office or tandem switch.
                                   
                         5.4.2.4   If the Parties elect to establish two-way
                                   direct trunks, the compensation for such
                                   jointly used 'shared' facilities shall be
                                   adjusted as follows.  The nominal
                                   compensation shall be pursuant to the rates
                                   for direct trunk transport in Appendix A. 
                                   The actual rate paid to the provider of the

                                                                        PAGE 17

<PAGE>

                                   direct trunk facility shall be reduced to 
                                   reflect the provider's use of that 
                                   facility.  The adjustment in the direct 
                                   trunk transport rate shall be a percentage 
                                   that reflects the provider's relative use 
                                   (i.e., originating minutes of use) of the 
                                   facility in the busy hour.

                         5.4.2.5   Multiplexing options are available at rates
                                   described in Appendix A.

                5.4.3    Toll Traffic.  
                         
                         Applicable Switched Access Tariff rates, terms, and
                         conditions apply to toll traffic routed to an access
                         tandem, or directly to an end office.  Relevant rate
                         elements include Direct Trunk Transport or Tandem
                         Switched Transport, Interconnection Charge, Local
                         Switching, and Carrier Common Line, as appropriate.
                         
                5.4.4    Transit Traffic.  
                
                         Applicable Switched Access, Type 2 or LIS transport
                         rates apply for the use of USWC's network to transport
                         transit traffic.  For transiting local traffic, the
                         applicable local transit rate applies to the
                         originating Party per Appendix A.  For transiting toll
                         traffic, the Parties will charge the applicable
                         Switched Access rates to the responsible carrier.  For
                         terminating transiting wireless traffic, the Parties
                         will charge their applicable rates to the wireless
                         provider.  For transiting wireless traffic, the Parties
                         will charge each other the applicable local transit
                         rate.
       
       5.5      LIS INTERFACE CODE AVAILABILITY AND OPTIONAL FEATURES

                5.5.1    Interface Code Availability.

                         Supervisory signaling specifications, and the
                         applicable network channel interface codes for LIS
                         trunks, are the same as those used for Feature Group D
                         Switched Access Service, as described in the Parties'
                         applicable Switched Access Tariffs.

                5.5.2    Switching Options.

                         5.5.2.1   Inband MF or SS7 Out of Band Signaling.

                                   Inband MF signaling and SS7 Out of Band 
                                   Signaling are available for LIS trunks.  
                                   MF signaling or SS7 Out-of-Band Signaling 
                                   must be requested on the order for the new 
                                   LIS trunks.  Provisioning of the LIS 
                                   trunks equipped with MF signaling or SS7 
                                   Out of Band Signaling is the same as that 
                                   used for Feature Group D Switched Access.  
                                   Common Channel Signaling Access Capability 
                                   Service, as set forth 

                                                                        PAGE 18

<PAGE>

                                   in this Agreement, must be ordered by ACI
                                   when SS7 Out-of-Band Signaling is requested
                                   on LIS trunks.

                         5.5.2.2   Clear Channel Capability.

                                   Clear Channel Capability permits 24 DS0-64 
                                   kbit/s services or 1.536 Mbit/s of 
                                   information on the 1.544 Mbit/s line rate. 
                                    Clear Channel Capability is available for 
                                   LIS trunks equipped with SS7 Out-of-Band 
                                   Signaling.  Clear Channel Capability is 
                                   only available on trunks to USWC's access 
                                   tandem switch or USWC's end office 
                                   switches (where available); (Clear Channel 
                                   Capability is not available on trunks to 
                                   USWC's local tandem switches or end 
                                   offices where it is currently not 
                                   deployed.  ACI agrees to use the Bona Fide 
                                   Request process to request clear channel 
                                   capability for such additional switches. 
                                   Prices for such additional Clear Channel 
                                   Capability, if any, will be established 
                                   through the BFR Process).  Clear Channel 
                                   Capability must be requested on the order 
                                   for the new LIS trunks.  The provisioning 
                                   of the LIS trunks equipped with Clear 
                                   Channel Capability is the same as that 
                                   used for Feature Group D Switched Access 
                                   Service. USWC will provide ACI with a 
                                   listing of USWC end offices, local tandems 
                                   and access tandems equipped with Clear 
                                   Channel Capability.

       5.6      MEASURING LOCAL INTERCONNECTION MINUTES

                5.6.1    Measurement of terminating local interconnection
                         minutes begins when the terminating LIS entry switch
                         receives answer supervision from the called end user's
                         end office indicating the called end user has answered.
                         The measurement of terminating call usage over LIS
                         trunks ends when the terminating LIS entry switch
                         receives disconnect supervision from either the called
                         end user's end office, indicating the called end user
                         has disconnected, or ACI's Point of Interconnection,
                         whichever is recognized first by the entry switch.

                5.6.2    USWC and ACI are required to provide each other the
                         proper call information (e.g., originating call party
                         number and destination call party number, etc.) to
                         enable each Party to issue bills in a complete and
                         timely fashion.
       
       5.7      TESTING

                5.7.1    Acceptance Testing

                         At the time of installation of an LIS trunk group, and
                         at no additional charge, the Parties will cooperatively
                         test the same parameters tested for 

                                                                        PAGE 19

<PAGE>

                         terminating Feature Group D Switched Access Service. 
                         See USWC's applicable Switched Access Tariff for the
                         specifications.

                5.7.2    Testing Capabilities

                         5.7.2.1   Terminating LIS testing is provided where
                                   equipment is available, with the following
                                   test lines: seven-digit access to balance
                                   (100 type), milliwatt (102 type),
                                   nonsynchronous or synchronous, automatic
                                   transmission measuring (105 type), data
                                   transmission (107 type), loop-around, short
                                   circuit, open circuit, and non-inverting
                                   digital loopback (108 type).

                         5.7.2.2   In addition to LIS acceptance testing, other
                                   tests are available (e.g., additional
                                   cooperative acceptance testing, automatic
                                   scheduled testing, cooperative scheduled
                                   testing, manual scheduled testing, and
                                   non-scheduled testing) at the applicable
                                   tariff rates.

       5.8      ORDERING
                         
                5.8.1    When ordering LIS, the ordering Party shall specify on
                         the service order:  1) the type and number of
                         Interconnection facilities to terminate at the Point of
                         Interconnection in the serving wire center; 2) the type
                         of interoffice transport, (i.e., Direct Trunk Transport
                         or Tandem Switched Transport); 3) the peak busy hour
                         CCS from the ACI end office; 4) the number of trunks to
                         be provisioned at a local exchange office or tandem; 5)
                         and any optional features.  When the ordering Party
                         requests facilities, routing, or optional features
                         different than those determined to be available, the
                         Parties will work cooperatively in determining an
                         acceptable configuration, based on available
                         facilities, equipment and routing plans.
                         
                5.8.2    When the ordering Party initially orders a DS3
                         Interconnection facility, in conjunction with Tandem
                         Switched Transport to a tandem, or DS3 Direct Trunk
                         Transport facilities to a tandem or local exchange
                         office, the provider will forward the appropriate DS1
                         facility record information necessary to identify the
                         circuit facility assignment.  On subsequent orders
                         utilizing existing DS3 Interconnection facilities, or
                         DS3 Direct Trunk Transport facilities, the provider
                         will assign the DS1 facility to the DS3 Interconnection
                         facility or DS3 Direct Trunk Transport facility, as
                         directed by the ordering Party.
                         
                5.8.3    A joint planning meeting will precede ACI and USWC
                         trunking orders.  These meetings will result in the
                         transmittal of Access Service Requests (ASRs) to
                         initiate order activity.  A Party requesting tandem
                         Interconnection will provide its best estimate of the
                         traffic distribution to each end office subtending the
                         tandem.

                                                                        PAGE 20

<PAGE>

                5.8.4    Service intervals and due dates for the initial
                         establishment of trunking arrangements at each location
                         of Interconnection between the Parties will be
                         determined on an individual case basis.
                
                5.8.5    Service intervals and due dates for the establishment
                         of subsequent trunking arrangements for Interconnection
                         between the Parties, will be in accordance with the
                         guidelines for LIS.
                         
       5.9      BILLING ARRANGEMENTS
                
                5.9.1    USWC and ACI desire to submit separate bills, pursuant
                         to their separate tariffs, to Interexchange Carriers
                         for their respective portions of jointly provided
                         Switched Access Service.
                
                         Based on the negotiated POI, the Parties will agree on
                         a meet point percentage to enable the joint
                         provisioning and billing of Switched Access Services to
                         third parties in conformance with the Meet-Point
                         Billing guidelines adopted by and contained in the
                         Ordering and Billing Forum's MECAB and MECOD documents
                         and referenced in USWC's Switched Access Tariffs.  The
                         Parties understand and agree that MPB arrangements are
                         available and functional only to/from Interexchange
                         Carriers who directly connect with the tandem(s) that
                         ACI sub-tends in each LATA.
                         
                5.9.2    The Parties will use reasonable efforts, individually
                         and collectively, to maintain provisions in their
                         respective federal and state access tariffs, and/or
                         provisions within the National Exchange Carrier
                         Association ("NECA") Tariff No. 4, or any successor
                         tariff, sufficient to reflect this MPB arrangement,
                         including MPB percentages. 
                
                5.9.3    As detailed in the MECAB document, ACI and USWC will
                         exchange all information necessary to bill third
                         parties for Switched Access Services traffic jointly
                         handled by ACI and USWC via the meet point arrangement
                         in a timely fashion.  Information shall be exchanged in
                         Exchange Message Record ("EMR") format (Bellcore
                         Standard BR 010-200-010, as amended) on magnetic tape
                         or via a mutually acceptable electronic file transfer
                         protocol.  The Parties will exchange records pursuant
                         to this paragraph without additional compensation.
                
                5.9.4    The Parties will agree upon reasonable audit standards
                         and other procedures as required to ensure billing
                         accuracy.
                
                5.9.5    Each Party will bill the IXCs the appropriate rate
                         elements in accordance with their respective interstate
                         and intrastate tariffs, as follows:
<TABLE>
<CAPTION>
                         Rate Element                       Billing Company
                         ------------                       ---------------
                         <S>                                <C>
                         Carrier Common Line                Dial Tone Provider
                         Local Switching                    Dial Tone Provider

                                                                        PAGE 21

<PAGE>

                         Interconnection Charge             Dial Tone Provider
                         Local Transport Termination        Based on negotiated BIP
                         Local Transport Facility           Based on negotiated BIP
                                   (also called Tandem Transmission per mile)
                         Tandem Switching                   Access Tandem Provider
                         Entrance Facility                  Access Tandem Provider
</TABLE>

                5.9.6    For originating 800/888 traffic routed to an access
                         tandem, the tandem provider will perform 800/888
                         database inquiry and translation functions and bill the
                         inquiry charge and translation charge (if any) to the
                         Interexchange Carrier pursuant to tariff.  For all
                         originating 800/888 database inquiry and translation
                         functions, the charges will be billed to the
                         Interexchange Carrier transporting the call.
       
       5.10     MILEAGE MEASUREMENT

                Where required, the mileage measurement for LIS facilities and
                trunks is determined in the same manner as the mileage
                measurement for Feature Group D Switched Access Service.

       5.11     CONSTRUCTION CHARGES
       
                If applicable, construction charges will apply as detailed in
                the Construction Charges section of this Agreement.


6.     INTERCONNECTION
       
       6.1      DEFINITION
       
                6.1.1    "Interconnection" is the linking of the USWC and ACI
                         networks for the mutual exchange of traffic and for ACI
                         access to unbundled Network Elements.  Interconnection
                         does not include the transport and termination of
                         traffic.  Interconnection is provided by Virtual or
                         Physical Collocation, entrance facilities or Mid-Span
                         Meet arrangements.

                6.1.2    USWC will provide Interconnection at the line side of
                         the local switch, the trunk side of the local switch,
                         trunk interconnection points of the tandem switch,
                         central office cross-connect points, and the location
                         of the signaling transfer points necessary to exchange
                         traffic and access call related databases.
       
       6.2      MID-SPAN MEET POI
       
                6.2.1    A Mid-Span Meet POI is a negotiated point of interface,
                         limited to the interconnection of facilities between
                         one Party's switch and the other Party's switch.  The
                         actual physical Point of Interface and facilities used
                         will be subject to negotiations between the Parties. 
                         Each Party will be 

                                                                        PAGE 22

<PAGE>

                         responsible for its portion of the build to the
                         Mid-Span Meet POI, if the meet point arrangement is
                         used exclusively for the exchange of local traffic.
                
                6.2.2    If the Mid-Span Meet arrangement is to be used for
                         access to unbundled Network Elements, ACI must pay the
                         portion of the economic costs of the Mid-Span Meet
                         arrangement used by ACI for access to unbundled Network
                         Elements.
                
       6.3      COLLOCATION

                Interconnection may be accomplished through either Virtual or
                Physical Collocation.  The terms and conditions under which
                Collocation will be available are described in the Collocation
                section of this Agreement.
                
       6.4      ENTRANCE FACILITY

                Interconnection may be accomplished through the provision of an
                entrance facility.  An entrance facility extends from the
                serving Wire Center of the provider to the other Party's Wire
                Center location.  Entrance facilities may not extend beyond the
                area described by the provider's serving Wire Center.  The
                rates for entrance facilities are provided in Appendix A. 
                
       6.5      QUALITY OF INTERCONNECTION

                USWC will not, for the purpose of Interconnection, provide to
                ACI less favorable terms and conditions than USWC provides
                itself or in a manner less efficient than it would impose on
                itself.  The quality of Interconnection will be at least equal
                to that of USWC.  
                         
                Both Parties agree to manage their network switches in
                accordance with the Bellcore LSSGR.  
                         
       6.6      POINTS OF INTERFACE (POI)
       
                UPON THE REQUEST FOR SPECIFIC POINT TO POINT ROUTING, USWC WILL
                MAKE AVAILABLE TO ACI INFORMATION INDICATING THE LOCATION AND
                TECHNICAL CHARACTERISTICS OF USWC'S NETWORK FACILITIES.  THE
                FOLLOWING ALTERNATIVES ARE NEGOTIABLE:  (1) A DS1 OR DS3
                ENTRANCE FACILITY; (2) VIRTUAL COLLOCATION; (3) PHYSICAL
                COLLOCATION; AND (4) NEGOTIATED MID-SPAN MEET FACILITIES.  EACH
                PARTY IS RESPONSIBLE FOR PROVIDING ITS OWN FACILITIES UP TO THE
                MID-SPAN MEET POI.  THE PARTIES WILL NEGOTIATE THE FACILITIES
                ARRANGEMENT BETWEEN THEIR NETWORKS.
                
       6.7      TRUNKING REQUIREMENTS
       
                6.7.1    The Parties agree to provide designed Interconnection
                         facilities that meet the same technical criteria and
                         service standards, such as probability of 

                                                                        PAGE 23

<PAGE>

                         blocking in peak hours and transmission standards, in
                         accordance with industry standards.
                
                6.7.2    Two-way trunk groups will be established wherever
                         possible.  Exceptions to this provision will be based
                         on billing, signaling, and network requirements.  For
                         example, (1) billing requirements - switched access vs.
                         local traffic, (2) signaling requirements - MF vs. SS7,
                         and (3) network requirements - directory assistance
                         traffic to TOPS tandems.  The following is the current
                         list of traffic types that require separate trunk
                         groups, unless specifically otherwise stated in this
                         Agreement.
       
                         6.7.2.1   IntraLATA Toll and Switched Access trunks
                         6.7.2.2   EAS/Local trunks
                         6.7.2.3   Directory Assistance trunks
                         6.7.2.4   911/E911 trunks
                         6.7.2.5   Operator services trunks
                         6.7.2.6   Commercial Mobile Radio Service/Wireless
                                   traffic for which ACI serves as the transit
                                   provider between the CMRS provider and USWC.
                         6.7.2.7   Transit IntraLATA Toll 
                         6.7.2.8   Transit local
                         6.7.2.9   Meet-Point Billing Trunks (for the joint
                                   provision of Switched Access)
                         6.7.2.10  Mass calling trunks, if applicable
       
                6.7.3    Trunk group connections will be made at a DS1 or
                         multiple DS1 level for exchange of EAS/Local, IntraLATA
                         Toll, wireless/Commercial Mobile Radio Service, and
                         Switched Access traffic.  Ancillary service trunk
                         groups will be made below a DS1 level, as negotiated.
       
                6.7.4    The Parties will provide Common Channel Signaling (CCS)
                         to one another, where available, in conjunction with
                         all EAS/Local trunk circuits.  All CCS signaling
                         parameters will be provided including Calling Party
                         Number (CPN), originating line information (OLI),
                         calling party category, charge number, etc.  All
                         privacy indicators will be honored.
                
                6.7.5    Where CCS is not available, in-band multi-frequency
                         (MF) wink start signaling will be provided.  When the
                         Parties interconnect via CCS for jointly provided
                         Switched Access Service, the tandem provider will
                         provide MF/CCS interworking as required for
                         Interconnection with Interexchange Carriers who use MF
                         signaling.
                
                6.7.6    The Parties will follow all Ordering and Billing Forum
                         adopted standards pertaining to CIC/OZZ codes.
                
                6.7.7    USWC will cooperate in the provision of TNS (Transit
                         Network Selection) for the joint provision of Switched
                         Access Service.

                                                                        PAGE 24
<PAGE>

                6.7.8    The Parties shall terminate EAS/Local traffic
                         exclusively on EAS/Local trunk groups.  No EAS/Local
                         trunk groups shall be terminated on USWC's access
                         tandems.
                         
                6.7.9    The Parties agree to terminate local traffic in the
                         same EAS/Local area as such traffic originated. 
                         
       6.8      INTERCONNECTION FORECASTING
       
                6.8.1    The Parties agree that during the first year of
                         Interconnection, joint forecasting and planning
                         meetings will take place no less frequently than once
                         per quarter.

                6.8.2    The Parties shall establish joint forecasting
                         responsibilities for traffic utilization over trunk
                         groups.  Intercompany forecast information must be
                         provided by the Parties to each other four times a
                         year.  The quarterly forecasts shall include forecasted
                         requirements for each trunk group identified in
                         Paragraph 6.7.2 of this Section.  In addition, the
                         forecast shall include, for tandem-switched traffic,
                         the quantity of tandem-switched traffic forecasted for
                         each subtending end office.  The Parties recognize
                         that, to the extent historical traffic data can be
                         shared between the Parties, the accuracy of the
                         forecasts will improve.  Forecasts shall be for a
                         minimum of three (current and plus-1 and plus-2) years
                         and shall include: 

                         6.8.2.1   The use of Common Language Location
                                   Identifier (CLLI-MSG), which are described in
                                   Bellcore documents BR 795-100-100 and BR
                                   795-400-100;

                         6.8.2.2   A description of major network projects
                                   anticipated for the following six months that
                                   could affect the other Party.  Major network
                                   projects include trunking or network
                                   rearrangements, shifts in anticipated traffic
                                   patterns, or other activities that are
                                   reflected by a significant increase or
                                   decrease in trunking demand for the following
                                   forecasting period.  This planning will
                                   include the issues of network capacity,
                                   forecasting and compensation calculation,
                                   where appropriate.

                6.8.3    If differences in quarterly forecasts of the Parties
                         vary by more than 24 additional DS0 two-way trunks for
                         each local interconnection trunk group, the Parties
                         shall meet to reconcile the forecast to within 24 DS0
                         trunks.

                6.8.4    If a trunk group is under 75 percent of centum call
                         seconds (ccs) capacity on a monthly average basis for
                         each month of any three month period, either Party may
                         request to resize the trunk group, which resizing will
                         not be unreasonably withheld.  If a resizing occurs,
                         the trunk group shall not be left with less than 25
                         percent excess capacity.  

                                                                        PAGE 25

<PAGE>

                6.8.5    Each Party shall provide a specified point of contact
                         for planning, forecasting and trunk servicing purposes.
                         
       6.9      SERVICE INTERRUPTIONS
                         
                6.9.1    Standards and procedures for notification of trunk
                         disconnects will be jointly developed by the Parties. 
                         Neither Party shall be expected to maintain active
                         status for a trunk disconnected by the other Party for
                         an extended or indefinite period of time. 
                         Collectively, the Parties will use their best good
                         faith efforts to complete and agree on such plan.
                
                6.9.2    The characteristics and methods of operation of any
                         circuits, facilities or equipment of either Party
                         connected with the services, facilities or equipment of
                         the other Party pursuant to this Agreement shall not: 
                         1) interfere with or impair service over any facilities
                         of the other Party; its affiliated companies, or its
                         connecting and concurring carriers involved in its
                         services; 2) cause damage to their plant; 3) violate
                         any applicable law or regulation regarding the invasion
                         of privacy of any communications carried over the
                         Party's facilities; or 4) create hazards to the
                         employees of either Party or to the public.  Each of
                         these requirements is hereinafter referred to as an
                         "Impairment of Service".
                
                6.9.3    If, either Party discovers an impairment or
                         interference that threatens to cause, is causing, or
                         has caused service-affecting harm to the physical
                         integrity of the network, physical harm to either
                         Parties' employees or third parties or interference
                         which prevents either Party, or third parties, from
                         offering service to their end-users, such impairment or
                         inference may be considered an emergency situation and
                         that Party shall, where practical, promptly notify the
                         other Party of the nature and location of the
                         impairment or interference. The Parties agree to work
                         together to attempt to promptly resolve the emergency
                         situation and if Parties are unable to resolve it, or
                         if exigent circumstances exist, either Party may take
                         any action permitted by applicable law, including the
                         temporary disconnection of the affected circuit,
                         facility or equipment.  The Parties contemplate that
                         the provision of services within industry standards,
                         norms, or generally accepted practices will not
                         constitute an emergency situation.
                
                6.9.4    Where new facilities, services and arrangements are
                         installed, the TRCO shall ensure that continuity exists
                         and take appropriate transmission measurements before
                         advising the other Party that the new circuit is ready
                         for service.
                
                6.9.5    Each Party shall furnish a trouble reporting telephone
                         number for the designated TRCO.  This number shall give
                         access to the location where facility records are
                         normally located and where current status reports on
                         any trouble reports are readily available.  Alternative
                         out-of-hours 

                                                                        PAGE 26

<PAGE>

                         procedures shall be established to ensure access to a
                         location that is staffed and has the authority to
                         initiate corrective action.
                
                6.9.6    Before either Party reports a trouble condition, each
                         shall use its best efforts to isolate the trouble to
                         the other's facilities.
                         
                         6.9.6.1   In cases where a trouble condition affects a
                                   significant portion of the other's service,
                                   the Parties shall assign the same priority
                                   provided to other interconnecting carriers.
                                   
                         6.9.6.2   The Parties shall cooperate in isolating
                                   trouble conditions.
                                   

7.     COLLOCATION

       7.1.1    DESCRIPTION
                
                7.1.1    Collocation allows for the placing of transmission
                         equipment owned by ACI within USWC's Central Office for
                         the purpose of interconnecting with USWC, accessing
                         UNEs, and/or terminating EAS/Local traffic. 
                
                         7.1.1.1   Virtual Collocation
                
                                   With a Virtual Collocation arrangement, 
                                   ACI is responsible for the procurement of 
                                   its own transmission equipment which USWC 
                                   installs and maintains. ACI does not have 
                                   physical access to its equipment in the 
                                   USWC Central Office but will be granted 
                                   access to the SPOT Frame for placing any 
                                   connections it may require for access to 
                                   USWC UNEs.
                
                         7.1.1.2   Physical Collocation
                
                                   Physical Collocation allows ACI to lease 
                                   caged floor space in 100 square foot 
                                   increments, up to a maximum of 400 square 
                                   feet,  for placement of its transmission 
                                   equipment within USWC's Central Office for 
                                   the purpose of interconnecting with USWC 
                                   UNEs. ACI is responsible for the 
                                   procurement, installation and on-going 
                                   maintenance of its equipment  as well as 
                                   the cross connections required at the SPOT 
                                   Frame for combining its equipment to USWC 
                                   UNEs. 

                                                                        PAGE 27

<PAGE>

                         7.1.1.3   Common Collocation

                                   Common Collocation is provided in a 
                                   non-caged area of a USWC  Central Office. 
                                   Space will be made available in single 
                                   frame bay increments. Space will be 
                                   provided utilizing USWC standard equipment 
                                   bay configurations  in which ACI can place 
                                   and maintain its own equipment.  As with 
                                   both Virtual and Physical Collocation, 
                                   Common Collocation will also include 
                                   access to the SPOT Frame in which ACI can 
                                   make connections to USWC UNEs.
                
       7.2.     TERMS AND CONDITIONS
                
                7.2.1    Terms and Conditions - General
                
                         7.2.1.1   With respect to any technical requirements or
                                   performance standards specified in this
                                   Section, USWC shall provide Collocation in a
                                   nondiscriminatory manner on rates, terms and
                                   conditions that are just, reasonable and
                                   nondiscriminatory.
                
                         7.2.1.2   ACI will only  collocate basic transmission
                                   equipment, including equipment necessary to
                                   provide DSL services, to interconnect with
                                   USWC's UNEs and/or terminate EAS/local
                                   traffic to USWC.  ACI must identify what
                                   transmission equipment will be installed and
                                   the vendor technical specifications of such
                                   equipment so that USWC may engineer the
                                   power, floor loading, heat release,
                                   environmental particulate level, and HVAC.
                         
                         7.2.1.3   Collocation requests require that space be
                                   provided for the placement of [Co-Provider's]
                                   transmission equipment within USWC's Central
                                   Office.  USWC must also provide the structure
                                   that is necessary in support of this
                                   equipment including physical space, a cage
                                   (for Physical Collocation), required cabling
                                   between equipment  and other associated
                                   hardware.
                
                         7.2.1.4   All equipment placed will meet NEBS standards
                                   and will be installed in accordance with USWC
                                   Technical Publications 77350, 77351, 77355,
                                   77367, 77386 and 77390. USWC shall provide
                                   standard central office alarming pursuant to
                                   Technical Publication 77390. 
                 
                         7.2.1.5   Collocation is offered on a first-come,
                                   first-served basis.  Requests for Collocation
                                   may be denied due to the lack of sufficient
                                   space in a USWC Central Office for placement
                                   of  ACI's equipment.  When ENTRANCE
                                   FACILITIES space is not available, ACI may
                                   opt to utilize USWC Private Line Finished
                                   Services in lieu of entrance facilities. 
                                   USWC is not required to build new entrance
                                   facilities or construct new office space
                                   solely for the purposes of Collocation.  In
                                   the event that USWC requires additional
                                   Central Office space in order 

                                                                        PAGE 28

<PAGE>

                                   to satisfy its own business needs, 
                                   additional space  will be taken into 
                                   consideration for Collocation as well. 
                
                         7.2.1.6   If a request for Collocation is denied due to
                                   a lack of space in a USWC Central Office, ACI
                                   may request USWC to provide a cost quote for
                                   the reclamation of space and/or equipment.
                                   Quotes will be developed within 60 business
                                   days including the estimated time frames for
                                   the work that is required in order to satisfy
                                   the Collocation request.  ACI has 30 days to
                                   accept the quote. If ACI accepts the quote,
                                   upon receipt of 50% down of the quoted 
                                   charges, work will begin with the balance due
                                   on completion. 
                
                         7.2.1.7   If space is limited in USWC's Central
                                   Offices,  Collocation space will always be
                                   provided for placement of a SPOT frame for
                                   all Collocation requests.  This may include
                                   having to reclaim either space or equipment.
                                   All costs associated with allocating space
                                   directly related to the SPOT Frame will be
                                   borne by USWC.  
                
                         7.2.1.8   Reclamation may include the following:
                
                                   USWC is responsible for Equipment
                                   Reclamation - Space that contains
                                   non-working equipment that can be
                                   removed.
       
                                   ACI is responsible for the cost of Grooming
                                   - The moving of circuits from working
                                   equipment to other equipment with
                                   similar functionality for the
                                   purpose of providing space for
                                   Interconnection. 
       
                                   ACI is responsible for Space
                                   Reclamation -  Administrative space
                                   that can be re- conditioned for the
                                   placement of transmission equipment.
       
                                   If ACI's request for reclamation
                                   produces additional capacity in
                                   excess of ACI's requested amount of
                                   collocation space, ACI will be
                                   responsible, on a pro-rated basis,
                                   pursuant to Section 7.2.1.8. only
                                   for that portion of the reclamation
                                   necessary to satisfy its collocation
                                   request.
       
                         7.2.1.9   If USWC determines that the amount of space
                                   requested by ACI for Physical Collocation is
                                   not available, ACI will be offered
                                   Collocation in the closest 100 square foot
                                   increment that is determined to be available
                                   in relation to the original request or ACI
                                   will be offered Common Collocation (bay at a
                                   time) as an alternative to Physical
                                   Collocation.
                         
                         7.2.1.10  USWC will designate the POI for network
                                   Interconnection for Virtual, Physical or
                                   Common Collocation arrangements. ACI will be
                                   allowed access to the POI on
                                   non-discriminatory terms. 

                                                                        PAGE 29

<PAGE>

                         7.2.1.11  ACI is responsible for providing its own
                                   fiber facilities to the (POI) outside USWC's
                                   Central Office.  USWC will extend the fiber
                                   facility on a USWC fiber cable from the POI
                                   to a Fiber Distribution Panel (FDP).  From
                                   the FDP additional fiber, conduit and
                                   associated riser structure will then be
                                   provided by USWC to continue the run to ACI's
                                   transmission equipment or collocation area.
                
                         7.2.1.12  The entrance facility must be fiber optic
                                   cable and meet industry standards (GR. 20
                                   Core).  Metallic sheath cable is not
                                   permitted for use as an entrance facility for
                                   the purpose of Interconnection.  USWC
                                   reserves the right to refuse cable that does
                                   not meet requirements for entrance
                                   facilities.
                
                         7.2.1.13  Dual entry into a USWC Central Office will be
                                   provided only when two entry points
                                   previously exist and duct space is available.
                                   USWC will not initiate construction of an
                                   entrance facility solely for Collocation.  If
                                   USWC requires an entrance facility for its
                                   own use, then the needs of ACI will also be
                                   taken into consideration.

                         7.2.1.14  Where no entrance facilities are available,
                                   USWC will offer ACI USWC Private Line
                                   Finished Services in lieu of entrance
                                   facilities to be terminated at ACI's
                                   collocated equipment.

                         7.2.1.15  USWC will establish a SPOT Frame to be the
                                   single point where all USWC UNEs and ACI
                                   equipment are terminated.  The SPOT Frame
                                   becomes the standard demarcation point
                                   between ACI and USWC owned network facilities
                                   and equipment as well as the demarcation
                                   between UNEs.  ACI will run jumpers on this
                                   SPOT Frame to connect the network elements. 
                                   There are three basic types of connections
                                   that will be made at the SPOT Frame:
                
                                        Unbundled Element to Unbundled
                                        Element
                                   
                                        Unbundled Element to ACI equipment
                                        termination
                                   
                                        ACI equipment termination to
                                        Co-Provider equipment termination
                                   
                         7.2.1.16  All terminations on the SPOT Frame will have
                                   a cable CFA address.  USWC will assign and
                                   maintain cable CFA records for the
                                   terminations at the SPOT frame.  USWC will
                                   provide the cable CFA to ACI for subsequent
                                   unbundled network element ACI orders.  ACI
                                   will maintain assignment records for the
                                   terminations of its own equipment.  ACI will
                                   also maintain the assignment records for
                                   which SPOT frame addresses are connected to
                                   combine network elements and deliver service.
                                   ACI will be required to make the jumper wire,
                                   cross connection between frame addresses on
                                   the SPOT frame to complete the standard
                                   circuit.

                                                                        PAGE 30

<PAGE>

                         7.2.1.17  ACI will be required to forecast for all DS0,
                                   DS1 and DS3 terminations that it requires for
                                   each Wire Center for which it is requesting
                                   Collocation. The forecast is, including a
                                   separate forecast for UNEs ACI wishes to
                                   combine, included as part of the Collocation
                                   order form and will be used to pre-provision
                                   the necessary tie cables from the Collocation
                                   space to the SPOT Frame and from the SPOT
                                   Frame to USWC UNEs. Terminations  will be
                                   provisioned in following increments:
                                   
                                           DS0- 100 pair increments
                                           
                                           DS1- 28 channel increments
                                           
                                           DS3- per termination

                         7.2.1.18  USWC will review the security requirements
                                   and hours of access (seven (7) days a week,
                                   twenty-four (24) hours a day) with ACI. This
                                   will include issuing keys, ID cards, and
                                   explaining the access control processes,
                                   including but not limited to the requirement
                                   that all ACI approved personnel are subject
                                   to trespass violations if outside of
                                   designated and approved areas or if found to
                                   be providing access to unauthorized
                                   individuals.

                         7.2.1.19  USWC shall provide access to existing eyewash
                                   stations, bathrooms, and drinking water
                                   within the collocated facility on a
                                   twenty-four (24) hours per day, seven (7)
                                   days per week basis for ACI personnel and its
                                   designated agents.
                
                         7.2.1.20  ACI shall be restricted to corridors,
                                   stairways, and elevators that provide direct
                                   access to ACI's space, or to the nearest
                                   restroom facility from ACI's designated
                                   space, and such direct access will be
                                   outlined during ACI's  orientation meeting. 
                                   Access shall not be permitted to any other
                                   portion of the building.
                         
                         7.2.1.21  Nothing herein shall be construed to limit
                                   ACI's ability to obtain Virtual, Physical
                                   and/or Common Collocation at their preference
                                   in a single location, provided space is
                                   available.
                
                         7.2.1.22  Conversions of the various Collocation
                                   arrangements (i.e. virtual to physical) are
                                   available upon request by ACI and payment by
                                   ACI of associated conversion charges. 
                                   Conversions shall be in accordance with
                                   USWC's standard Collocation provisioning
                                   processes.

                7.2.2    Terms and Conditions - Virtual Collocation

                                                                        PAGE 31

<PAGE>

                         7.2.2.1   USWC is responsible for installing and
                                   maintaining Virtually Collocated equipment
                                   for the purpose of Interconnection or to
                                   access UNEs.
                         
                         7.2.2.2   ACI will not have physical access to the
                                   Virtually Collocated equipment in the USWC
                                   Wire Center.  If ACI orders UNEs, ACI will
                                   have access to the Wire Center and the SPOT
                                   frame where the virtually collocated
                                   equipment is terminated for the purposes of
                                   combining UNEs.
                         
                         7.2.2.3   ACI will be responsible for obtaining and
                                   providing to USWC administrative codes,
                                   (e.g., common language codes, for all
                                   equipment specified by ACI and installed in
                                   Wire Center buildings).
                
                         7.2.2.4   ACI shall ensure that upon receipt of ACI's
                                   virtually collocated equipment by USWC, all
                                   warranties and access to ongoing technical
                                   support are passed through to USWC, all at
                                   ACI's expense.  ACI shall advise the
                                   manufacturer and seller of the virtually
                                   collocated equipment that ACI's equipment
                                   will be possessed, installed and maintained
                                   by USWC.
                                           
                         7.2.2.5   ACI's virtually collocated equipment must
                                   comply with the Bellcore Network Equipment
                                   Building System (NEBS) Generic Equipment
                                   Requirements TR-NWT-000063, USWC Wire Center
                                   environmental and transmission standards and
                                   any statutory (local, state or federal)
                                   and/or regulatory requirements in effect at
                                   the time of equipment installation or that
                                   subsequently become effective.  ACI shall
                                   provide USWC interface specifications (e.g.,
                                   electrical, functional, physical and
                                   software) of ACI's virtually collocated
                                   equipment.
                
                         7.2.2.6   ACI must specify all software options and
                                   associated plug-ins for its virtually
                                   collocated equipment. 
                
                         7.2.2.7   USWC does not guarantee the reliability of
                                   ACI's virtually collocated equipment.
                
                         7.2.2.8   ACI will be responsible for payment for
                                   training of USWC employees for the
                                   maintenance, operation and installation of
                                   ACI's Virtually Collocated equipment when
                                   that equipment is different than the
                                   equipment locally used by USWC in the
                                   affected offices.
                                           
                         7.2.2.9   Co-Provider] will be responsible for payment
                                   of charges incurred in the maintenance and/or
                                   repair of ACI's virtually collocated
                                   equipment.

                7.2.3 Terms and Conditions - Physical Collocation

                                                                        PAGE 32

<PAGE>
                
                         7.2.3.1   USWC shall provide to ACI Physical
                                   Collocation for Interconnection and for
                                   access to UNEs, except that USWC may provide
                                   for Common or Virtual Collocation if USWC
                                   demonstrates to the Commission that Physical
                                   Collocation is not practical for technical
                                   reasons or because of space limitations, as
                                   provided in Section 251(c)(6) of the Act.
                                   USWC shall provide basic telephone service
                                   with a connection jack as requested by ACI
                                   for the Physical or Common Collocated space. 
                                   Upon ACI's request, this service shall be
                                   available per standard USWC business service
                                   provisioning processes.
                
                         7.2.3.2   Physical Collocation is offered in Wire
                                   Centers on a space-available, first come,
                                   first-served basis.
                                           
                         7.2.3.3   The minimum standard leasable amount of floor
                                   space is 100 square feet.  ACI must
                                   efficiently use the leased space; no more
                                   than 50% of the floor space may be used for
                                   storage cabinets and work surfaces.  The
                                   Commission will be the final arbitrator in
                                   points of dispute between the Parties.
                                           
                         7.2.3.4   ACI's leased floor space will be separated
                                   from other Co-Providers and USWC space
                                   through a cage enclosure.  USWC or a USWC
                                   approved contractor will construct the cage
                                   enclosure. These two Technical Publications
                                   must be in the possession of ACI and its
                                   agents at the site during all work
                                   activities.  
                         
                         7.2.3.5   The following standard features will be
                                   provided by USWC:
                                           
                                        Heating, ventilation and air    
                                        conditioning.
                
                                        Smoke/fire detection and any
                                        other building code
                                        requirements.
                                                    
                         7.2.3.6   USWC will design the floor space within each
                                   Wire Center which will constitute ACI's
                                   leased space.
                                                    
                         7.2.3.7   USWC will ensure that the necessary
                                   construction work (racking, ducting, caging,
                                   etc.) is performed to build ACI's leased
                                   physical space and the riser from the vault
                                   to the leased physical space. 
                
                         7.2.3.8   ACI owns and is responsible for the
                                   installation, maintenance and repair of its
                                   transmission equipment located within the
                                   physically collocated space rented from USWC.
                
                         7.2.3.9   ACI must use leased space promptly and may
                                   not warehouse space for later use or sublease
                                   to another Co-Provider.
                
                         7.2.3.10  USWC will extend USWC-provided and owned
                                   fiber optic cable from the POI through the
                                   cable vault and extend the cable to the 

                                                                        PAGE 33

<PAGE>

                                   Fiber Distribution Panel and then to
                                   ACI's leased physical space or place
                                   the cable in fire retardant tubing
                                   prior to extension to ACI's leased
                                   physical space. ACI will, procure,
                                   install and maintain all fiber optic
                                   facilities up to the USWC designated
                                   POI.
                
                         7.2.3.11  USWC will install and maintain all related
                                   SPOT frame activity necessary to provide
                                   cross connections between USWC's and ACI's
                                   equipment.    
                
                         7.2.3.12  ACI may not extend USWC dark fiber to ACI's
                                   leased physical space or connect DS1/DS3
                                   Channel Terminations to USWC dark fiber.
                
                         7.2.3.13  USWC will work cooperatively with ACI in
                                   matters of joint testing and maintenance.
                
                         7.2.3.14  Once construction is complete for Physical
                                   Collocation and ACI has accepted its leased
                                   physical space, ACI may order its DS0, DS1,
                                   DS3.
                
                         7.2.3.15  If, during installation, USWC determines ACI
                                   activities or equipment does not comply with
                                   the NEBS standards listed in section 7.2.1.4
                                   or are otherwise unsafe, non-standard, or in
                                   violation of any applicable laws or
                                   regulations, USWC has the right to stop all
                                   collocation work until the situation is
                                   remedied.  If such conditions pose an
                                   immediate threat to the safety of USWC
                                   employees, interfere with the performance of
                                   USWC's service obligations, or pose an
                                   immediate threat to the physical integrity of
                                   the conduit system, cable facilities, or
                                   other equipment in the central office USWC
                                   may perform such work and/or take action as
                                   is necessary to correct the condition at
                                   ACI's expense.
                
                         7.2.3.16  If, at any time, USWC determines that the
                                   equipment or the installation does not meet
                                   USWC standards as listed in Section 7.2.1.4,
                                   ACI will be responsible for the costs
                                   associated with the removal, modification to,
                                   or installation of the equipment to bring it
                                   into compliance.  If ACI fails to correct any
                                   non-compliance within fifteen (15) days of
                                   written notice of non-compliance, USWC may
                                   have the equipment removed or the condition
                                   corrected at ACI's expense.
                
                7.2.4    Terms and Conditions - Common Collocation
                
                         7.2.4.1   ACI owns and is responsible for the
                                   installation, maintenance and repair of its
                                   transmission equipment located within the
                                   space rented from USWC.  USWC will not
                                   interfere with such ACI equipment and will
                                   make best efforts to ensure that third
                                   parties will not have access to, will not
                                   physically touch, and/or functionally impact
                                   the operation of any ACI equipment, spares,
                                   or test equipment.  USWC will not 

                                                                        PAGE 34

<PAGE>

                                   access ACI's equipment under normal 
                                   operating circumstances; however, USWC 
                                   cannot agree under any circumstances, 
                                   never access, physically touch, and/or 
                                   functionally impact ACI's equipment. 
                                   Additionally, with respect to the 
                                   requirement set forth to not functionally 
                                   impact ACI's equipment, please refer to 
                                   Section 6.9.2 and 6.9.3 which USWC and ACI 
                                   have had extensive discussions.  ACI does 
                                   not have access to, will not physically 
                                   touch, and/or functionally impact the 
                                   operation of any adjacent USWC equipment, 
                                   spares, or test equipment.
                
                         7.2.4.2   Requests for multiple bay space will be
                                   provided in adjacent bays where possible. 
                                   When contiguous space is not available, bays
                                   may be co-mingled with other USWC or other
                                   co-provider equipment bays.  ACI may request
                                   through the USWC Space Reclamation Policy, a 
                                   price quote to rearrange USWC equipment to 
                                   provide ACI with adjacent space.
                
                         7.2.4.3   All equipment placed will meet minimum NEBs
                                   standards and will be engineered and
                                   installed in accordance with USWC Technical
                                   Publications 77350, 77351, 77355, 77367,
                                   77386 and 77390.  Technical Publications
                                   77350 and 77367 must be in the possession of
                                   ACI and its agents at the site during all
                                   work activities.
                
                         7.2.4.4   All equipment placed will be subject to
                                   random audits conducted by USWC.  These
                                   audits will determine whether the equipment
                                   meets the standards required by this
                                   Agreement.  ACI will be notified of the
                                   results of this audit and shall rectify all
                                   non-conformities within 30 days of
                                   notification.  All non-conforming items
                                   remaining after this 30 day period may be
                                   rectified by USWC and the cost assessed to
                                   ACI.
                
       7.3. RATE ELEMENTS
       
                7.3.1    Rate Elements - General Collocation
       
                         7.3.1.1   USWC will recover collocation costs through
                                   both recurring and nonrecurring charges.  The
                                   charges are determined by the scope of work
                                   to be performed based on the information
                                   provided by  ACI on the Collocation Order
                                   Form.  A quote is then developed by USWC for
                                   the work to be performed. 
                
                         7.3.1.2   The following elements as specified in Part H
                                   of this Agreement, are used to develop a
                                   price quotation in support of  Collocation.
                         
                         7.3.1.3   Quote Preparation Fee. This covers the work
                                   involved in verifying space and developing a
                                   quotation for ACI for the total costs
                                   involved in its Collocation request.
                
                         7.3.1.4   Entrance Facility Charge.  Provides for fiber
                                   optic cable on a two-fiber basis from the POI
                                   utilizing USWC owned, conventional single 

                                                                        PAGE 35

<PAGE>

                                   mode type of fiber optic cable to the 
                                   collocated equipment (for Virtual 
                                   Collocation) or to the leased space (for 
                                   Physical/Common Collocation).  The 
                                   entrance facility includes riser, fiber 
                                   placement, entrance closure, 
                                   conduit/innerduct, and core drilling.
                
                         7.3.1.5   Cable Splicing Charge.  Represents the labor
                                   and equipment to perform a subsequent splice
                                   to ACI provided fiber optic cable after the
                                   initial installation splice.  Includes
                                   per-setup and per-fiber-spliced rate
                                   elements.
                
                         7.3.1.6   -48 Volt DC Power Charge.  Provides -48 volt
                                   DC power to ACI collocated equipment. 
                                   Charged in 20 ampere unit increments.
                
                         7.3.1.7   48 Volt DC Power Cable Charge.  Provides for
                                   the transmission of -48 volt DC power to the
                                   collocated equipment.  It includes
                                   engineering, furnishing and installing the
                                   main distribution bay power breaker,
                                   associated power cable, cable rack and local
                                   power bay to the closest power distribution
                                   bay.  It also includes the power cable
                                   (feeders) A and B from the local power
                                   distribution bay to the leased physical space
                                   (for Physical or Common Collocation) or to
                                   the collocated equipment (for Virtual
                                   Collocation).  Charged per foot. per A and B
                                   feeder.
                
                         7.3.1.8   Inspector Labor Charge.  Provides for USWC
                                   qualified personnel, acting as an inspector, 
                                   when ACI requires access to the POI after the
                                   initial installation.   A call-out of an
                                   inspector after business hours is subject to
                                   a minimum charge of four hours. The minimum
                                   call-out charge shall apply when no other
                                   employee is present in the location, and an
                                   'off-shift' USWC employee (or contract
                                   employee) is required to go 'on-shift' on
                                   behalf of ACI.
                
                         7.3.1.9   Channel Regeneration Charge.  Required when
                                   the distance from the leased physical space
                                   (for Physical or Common Collocation) or from
                                   the collocated equipment (for Virtual
                                   Collocation) to USWC network is of sufficient
                                   length to require regeneration.  
                
                         7.3.1.10  SPOT Frame Block Terminations
                                   SPOT Frame Per 100 DSO Terminations
                                   SPOT Frame Per 28 DSI Terminations

                                   These elements include USW provided tie 
                                   cables, associated racking and terminating 
                                   blocks that are required between ACI 
                                   collocated equipment and the SPOT Frame.

                         7.3.1.11  SPOT Frame, Per Termination.
                                   SPOT Frame Per DS0 Termination
                                   SPOT Frame Per DS1 Termination
                                   SPOT Frame Per DS3 Termination

                                   These elements include the installation 
                                   of ACI's supplied tie cables from its 
                                   collocated equipment and their termination
                                   on the SPOT Frame and is provided in 
                                   conjunction with Collocation Cable Racking.

                         7.3.1.12  Collocation Cable Racking - A charge for 
                                   cable racking required for placement of 
                                   ACI's supplied tie cables from its 
                                   equipment to the SPOT Frame which is 
                                   provided in conjunction with the SPOT 
                                   Frame Per DS0, DS1 and DS3 termination.  
                                   Cable Racking is assessed on a per foot, 
                                   per pair, per requested UNE termination at 
                                   the SPOT Frame.

                                                                        PAGE 36

<PAGE>


                         7.3.1.13  Unbundled Distribution Charge- This element
                                   includes the tie cables and associated
                                   racking that are required to be placed
                                   between the horizontal side of the SPOT frame
                                   and USWC UNEs.
                
                         7.3.1.14  Collocation Grounding Charge.  A charge
                                   associated with providing grounding for ACI's
                                   cage enclosure and equipment.  Recurring and
                                   nonrecurring charges are assessed per foot to
                                   ACI's cage enclosure or common space where
                                   required.  
                         
                         7.3.1.15  Overhead Lighting Charge- Standard
                                   illumination of Central Office Space.
                
                         7.3.1.16  Heating and Air Conditioning Charge-
                                   Environmental temperature control required
                                   for proper operation of electronic
                                   telecommunications equipment. 
                
                         7.3.1.17  Security Charge- The keys/card readers and
                                   cameras required for ACI access to the USWC
                                   Central Office for the purpose of
                                   collocation.
                
                7.3.2    Rate Elements - Virtual Collocation
       
                         The following rate elements, as specified in Part H,
                         apply uniquely to Virtual Collocation.
                
                         7.3.2.1   Maintenance Labor -- Provides for the labor
                                   necessary for repair of out of service and/or
                                   service-affecting conditions and preventative
                                   maintenance of ACI virtually collocated
                                   equipment.  ACI is responsible for ordering
                                   maintenance spares.  USWC will perform
                                   maintenance and/or repair work upon receipt
                                   of the replacement maintenance spare and/or
                                   equipment from ACI.  A call-out of a
                                   maintenance technician after business hours
                                   is subject to a minimum charge as specified
                                   above.  
                
                         7.3.2.2   Training Labor -- Provides for the billing of
                                   vendor-provided training for USWC personnel
                                   on a metropolitan service area basis,
                                   necessary for ACI virtually collocated
                                   equipment which is different from USWC
                                   provided equipment.  USWC will require three
                                   USWC employees to be trained per metropolitan
                                   service area in which ACI virtually
                                   collocated equipment is located.  If, by an
                                   act of USWC, trained employees are relocated,
                                   retired, or are no longer available, USWC
                                   will not require ACI to provide training for
                                   additional USWC employees for the same
                                   virtually collocated equipment in the same
                                   metropolitan area.  The amount of training
                                   billed to ACI will be reduced by half, should
                                   a second Co-Provider in the same 

                                                                        PAGE 37

<PAGE>

                                   metropolitan area select the same 
                                   virtually collocated equipment as ACI.
                
                         7.3.2.3   Equipment Bay -- Provides mounting space for
                                   ACI virtually collocated equipment.  Each bay
                                   includes the 7 foot bay, its installation,
                                   all necessary environmental supports. 
                                   Mounting space on the bay, including space
                                   for the fuse panel and air gaps necessary for
                                   heat dissipation is limited to 78 inches. 
                                   The monthly rate is applied per shelf.
                
                         7.3.2.4   Engineering Labor -- Provides the planning
                                   and engineering of ACI virtually collocated
                                   equipment at the time of installation, change
                                   or removal.
                
                         7.3.2.5   Installation Labor -- Provides for the
                                   installation, change or removal of  ACI
                                   virtually collocated equipment.
                
                         7.3.2.6   All equipment and installation shall meet
                                   earthquake rating requirements.
                
                7.3.3    Rate Elements - Physical Collocation
                
                         7.3.3.1   Enclosure Buildout.  The Cage Enclosure
                                   Buildout element includes the material and
                                   labor to construct the enclosure.  ACI may
                                   choose from USWC approved contractors to
                                   construct the cage, in accordance with USWC's
                                   installation Technical Publication 77350.  It
                                   includes a nine foot cage enclosure available
                                   in increments of 100, 200, 300 or 400 square
                                   feet,  air conditioning (to support ACI loads
                                   specified), lighting (not to exceed 2 watts
                                   per square foot), and convenience outlets (3
                                   per cage or number required by building
                                   code). Pricing for the Enclosure Buildout
                                   will be provided on an individual basis due
                                   to the uniqueness of ACI's requirements,
                                   central office structure and arrangements.
                
                         7.3.3.2   Floor Space Lease.  Provides the monthly rent
                                   for the leased physical space, property taxes
                                   and base operating cost without -48 volt DC
                                   power.  Includes convenience 110 AC, 15 amp
                                   electrical outlets provided in accordance
                                   with local codes and may not be used to power
                                   transmission equipment or -48 volt DC power
                                   generating equipment.  Also includes
                                   maintenance for the leased space; provides
                                   for the preventative maintenance (climate
                                   controls, filters, fire and life systems and
                                   alarms, mechanical systems, standard HVAC);
                                   biweekly housekeeping services (sweeping,
                                   spot cleaning, trash removal) of USWC Wire
                                   Center areas surrounding the leased physical
                                   space and general repair and maintenance.

                         7.3.3.3   AC Power Charge- Standard AC outlet used by
                                   ACI for the purpose of powering test
                                   equipment, tools etc.

                                                                        PAGE 38

<PAGE>

                
                         7.3.3.4   Grounding Charge-  Used to connect the
                                   Central Office common ground to ACI's
                                   equipment. 
                
                7.3.4    Rate Elements - Common Collocation
                
                         The supporting structure and rate elements for Common
                         Collocation are the same as Physical Collocation,
                         excluding the caged enclosure.
                
       7.4. ORDERING
       
                7.4.1    Ordering - Collocation
       
                         7.4.1.1   ACI must have a state approved
                                   Interconnection agreement before submitting a
                                   Collocation Order Form and Quote Preparation
                                   Fee (QPF) to USWC.
       
                7.4.2    Ordering - Virtual Collocation
       
                         7.4.2.1   Upon receipt of a Collocation Order Form and
                                   QPF, USWC will perform a feasibility study to
                                   determine if adequate space can be found for
                                   the placement of [Co-Provider]'s equipment
                                   within the Central Office.  The feasibility
                                   study will be completed within five (5)
                                   business days of receipt of the QPF.  If
                                   space is available, USWC will develop a price
                                   quotation within 25 business days of
                                   completion of the feasibility study.
                         
                         7.4.2.2   Virtual Collocation price quotes will be
                                   honored for 30 calendar days from the date
                                   the quote is provided.  During this period
                                   the entrance facility and space is reserved
                                   pending ACI's approval of the quoted charges.
                                   If  ACI agrees to terms as stated in the
                                   Collocation Price Quote, ACI must respond
                                   within 30 days with a signed quote, a check
                                   for 50% down of the quoted charges and proof
                                   of insurance.  Under normal conditions, USWC
                                   will complete the installation within 90 days
                                   from receipt of ACI's equipment.  Any
                                   portions that cannot be completed within 90
                                   days will be negotiated with ACI on an
                                   individual case basis. The installation of
                                   line cards and other minor modifications
                                   shall be performed by USWC on intervals
                                   equivalent to those that USWC applies to
                                   itself, but in no instance shall any such
                                   interval exceed 90 days.  Final Payment  is
                                   due upon completion.
                
                7.4.3    Ordering - Physical Collocation
                
                         7.4.3.1   Upon receipt of a Collocation Order Form and
                                   QPF, USWC will perform a feasibility study to
                                   determine if adequate space can be found for
                                   the placement of ACI's equipment within the
                                   Central Office.  The feasibility study will
                                   be provided within 15 business 

                                                                        PAGE 39

<PAGE>

                                   days from date of receipt of the QPF.  If 
                                   entrance facilities and office space are 
                                   found to be available, USWC will develop a 
                                   quote for the supporting structure within 
                                   25 business days of providing the 
                                   feasibility study.   Physical Collocation 
                                   price quotes will be honored for 30 
                                   calendar days from the date the quote is 
                                   provided. Upon receipt of the signed 
                                   quote, 50% down and proof of insurance, 
                                   construction by USWC will begin. The cage 
                                   will be available to ACI for placement of 
                                   its equipment within 90 days of receipt of 
                                   the 50% down payment. Depending on 
                                   specific Wire Center conditions, shorter 
                                   intervals may be available.  Final payment 
                                   is due upon completion of work.
       
                         7.4.3.2   If Physical Collocation is ordered from a
                                   state Tariff then the available terminations
                                   will be defined in each of those Tariffs.
                
                         7.4.3.3   Due to variables in equipment availability
                                   and scope of the work to be performed,
                                   additional time may be required for
                                   implementation of the structure required to
                                   support the Collocation request.  Examples of
                                   structure that may not be completed within 90
                                   days may include additional time for
                                   placement of a POI and DC power upgrades
                                   required to meet ACI's Collocation request.

                7.4.4    Ordering - Common Collocation
       
                         7.4.4.1   Upon receipt of a Collocation Order Form and
                                   QPF, USWC will perform a feasibility study to
                                   determine if adequate space can be found for
                                   the placement of ACI's equipment within the
                                   Central Office.  The feasibility study will
                                   be provided within 15 business days from date
                                   of receipt of the Collocation Order Form and
                                   QPF.  If entrance facilities and office space
                                   are found to be available, USWC will develop
                                   a quote for supporting structure within 25
                                   business days of providing the feasibility
                                   study. Common Collocation price quotes will
                                   be honored for 30 calendar days from the date
                                   the quote is provided.  During this period
                                   the entrance facility and space is reserved
                                   pending ACI's approval of the quoted charges.
                                   If  ACI agrees to the terms as stated in the
                                   Collocation Price Quote, ACI must respond
                                   within 30 days with a signed quote, a check
                                   for 50% of the quoted charges and proof of
                                   insurance. Upon receipt of the signed quote,
                                   50% payment and proof of insurance,
                                   construction by USWC will begin.  The common
                                   space including equipment bays and associated
                                   apparatus provided by USWC, will be available
                                   to ACI for placement of its equipment within
                                   90 days of receipt of the 50% down payment. 
                                   Depending on specific Wire Center conditions,
                                   shorter intervals may be available.  Final
                                   payment  is due upon completion of work.

                         7.4.4.2   Due to variables in equipment availability
                                   and scope of the work to be performed,
                                   additional time may be required for
                                   implementation of 

                                                                        PAGE 40

<PAGE>

                                   the structure required to support the 
                                   Collocation request.  Examples of 
                                   structure that may not be completed within 
                                   90 days may include additional time for 
                                   placement of a POI and DC power upgrades 
                                   required to meet ACI's Collocation request.
        
       7.5. BILLING

                7.5.1    Billing - Collocation

                         Upon completion of the Collocation construction
                         activities and payment of the remaining nonrecurring
                         balance, USWC will provide ACI a completion package
                         that will initiate the recurring Collocation charges. 
                         Once this completion package has been signed by ACI and
                         USWC, ACI may begin submitting service order requests
                         for USWC transport services and/or UNEs.
                         
                7.5.2    Billing - Virtual Collocation
       
                         Virtual Collocation will be considered complete when
                         the POI has been constructed, the shared fiber entrance
                         facility has been provisioned, and the collocated
                         equipment has been installed.  Cooperative testing
                         between ACI and USWC may be negotiated and performed to
                         ensure continuity and acceptable transmission
                         parameters in the facility and equipment.
                         
                7.5.3    Billing -  Physical and Common Collocation
       
                         Upon completion of the construction activities and
                         payment of the remaining nonrecurring charge, USWC will
                         turn over access to the space and provide security
                         access to the Wire Center.  ACI will sign off on the
                         completion of the physical space via the Physical or
                         Common Collocation completion package.  This will
                         activate the monthly billing for leased space.  ACI may
                         then proceed with the installation of its equipment in
                         the Collocation space.  Once  ACI's equipment has been
                         installed and cable provided to the SPOT Frame, USWC
                         will complete all remaining work activities.  A second
                         completion package will be provided for ACI's approval
                         of the project.  This completion package will initiate
                         the recurring collocation charges associated with the
                         remaining monthly charges (e.g., Entrance Facility, DC
                         Power, SPOT Frame terminations, etc.)
       
       7.6. MAINTENANCE AND REPAIR
       
                7.6.1    Virtual Collocation
       
                         7.6.1.1   Maintenance Labor, Inspector Labor,
                                   Engineering Labor and Equipment Labor
                                   business hours are considered to be Monday
                                   through Friday, 8:00am to 5:00pm (local time)
                                   and after business hours are after 5:00pm and
                                   before 8:00am (local time), Monday through
                                   Friday, all day Saturday, Sunday and
                                   holidays.

                                                                        PAGE 41

<PAGE>

                         7.6.1.2   Installation and maintenance of ACI's
                                   virtually collocated equipment will be
                                   performed by USWC or a USWC authorized
                                   vendor.
                         
                         7.6.1.3   Upon failure of ACI's virtually collocated
                                   equipment, ACI is responsible for
                                   transportation and delivery of maintenance
                                   spares to USWC at the Wire Center housing the
                                   failed equipment.  ACI is responsible for
                                   purchasing and maintaining a supply of
                                   spares.
       
                7.6.2    Physical Collocation
                
                         ACI is responsible for the maintenance and repair of
                         its equipment located within the ACI's caged space.
                
                7.6.3    Common Collocation
                
                         ACI is responsible for the maintenance and repair of
                         its equipment located within the ACI's common space.


8.     UNBUNDLED ACCESS/ELEMENTS

       8.1      GENERAL TERMS
                
                8.1.1    USWC agrees to provide the following unbundled Network
                         Elements which are addressed in more detail in later
                         sections of this Agreement: 1) local Loop, 2) local and
                         tandem switches (including all vertical switching
                         features provided by such switches), 3) interoffice
                         transmission facilities, 4) network interface devices,
                         5) signaling and call-related database facilities, 6)
                         operations support systems functions, and 7) operator
                         and directory assistance functions.
                         
                8.1.2    This Agreement provides for the provision of unbundled
                         Network Elements to ACI which ACI may connect or
                         combine for the purpose of offering finished retail
                         services. USWC will not combine USWC's unbundled
                         Network Elements to provide a finished service to ACI. 
                         USWC agrees, however, to offer finished retail services
                         to ACI for resale pursuant to the Resale section of
                         this Agreement.
                
                8.1.3    USWC will not restrict the types of telecommunications
                         services ACI may offer through unbundled elements, nor
                         will it restrict ACI from combining elements with any
                         technically compatible equipment ACI owns.  USWC will
                         provide ACI with  the same features, functions and
                         capabilities of a particular element that USWC provides
                         to itself, so that ACI can provide any
                         telecommunications services that can be offered by
                         means of the element. 

                                                                        PAGE 42

<PAGE>

       8.2      DESCRIPTION OF UNBUNDLED ELEMENTS

                8.2.1    Tandem Switching
                         
                         USWC will provide a tandem switching element on an
                         unbundled basis.  The tandem switch element includes
                         the facilities connecting the trunk distribution frames
                         to the switch, and certain switching functions,
                         including those facilities that establish a temporary
                         transmission path between two other switches, but not
                         including the transport needed to complete the call. 
                         The definition of the tandem switching element also
                         includes the functions that are centralized in tandems
                         rather than in separate end office switches, such as
                         call recording, the routing of calls to operator
                         services, and signaling conversion functions.
                         
                8.2.2    Interoffice Transport
                         
                         USWC will provide access to dedicated transmission
                         facilities between its Central Offices or between such
                         offices and those of other carriers. 
                         
                8.2.3    Digital Cross Connect System.
                         
                         USWC will provide ACI with access to mutually agreed
                         upon digital cross-connect system (DCS) points.
                
                8.2.4    Unbundled Loops
       
                         8.2.4.1   Service Description
                         
                                   8.2.4.1.1        An Unbundled Loop
                                                    establishes a transmission
                                                    path between a central
                                                    office distribution frame
                                                    (or equivalent) up to, and
                                                    including, USWC's network
                                                    interface device (NID)
                                                    and/or demarcation point. 
                                                    For existing Loops, the
                                                    inside wire connection to
                                                    the NID, and/or demarcation
                                                    point, will remain intact.
                         
                                   8.2.4.1.2        Basic Unbundled Loops are
                                                    available as a two-wire or
                                                    four-wire, point-to-point
                                                    configuration suitable for
                                                    local exchange type
                                                    services within the analog
                                                    voice frequency range of
                                                    300 to 3000 Hz.  For the
                                                    two-wire configuration, ACI
                                                    is requested to specify
                                                    loop start or ground start
                                                    option.  The actual loop
                                                    facilities that provide
                                                    this service may utilize
                                                    various technologies or
                                                    combinations of
                                                    technologies.  Basic
                                                    Unbundled Loops provide an
                                                    analog facility to ACI.

                                                                        PAGE 43

<PAGE>

                                           8.2.4.1.2.1      When ACI requests a
                                                            nonloaded Unbundled
                                                            Loop and there are
                                                            none available, USWC
                                                            will dispatch a
                                                            technician to remove
                                                            load coils and
                                                            excess bridge taps
                                                            (i.e., "deload" and
                                                            condition the Loop)
                                                            in order to make a
                                                            Loop available.  ACI
                                                            will be charged the
                                                            conditioning
                                                            nonrecurring charge
                                                            (cable unloading and
                                                            bridge tap removal)
                                                            in addition to the
                                                            Unbundled Loop
                                                            installation
                                                            nonrecurring charge.
                                                            
                                   
                                           8.2.4.1.2.2      If ACI orders
                                                            multiplexing, ACI
                                                            will be responsible
                                                            for notifying USWC
                                                            of the multiplexing
                                                            channel plug
                                                            requirements and
                                                            settings ACI desires
                                                            to be established. 
                                                            If ACI wishes to
                                                            establish a standard
                                                            setting for all such
                                                            multiplexing, the
                                                            BFR process shall be
                                                            used to document
                                                            that request.  The
                                                            multiplexing channel
                                                            plug requirements
                                                            and settings may
                                                            also be established
                                                            on a case by case
                                                            basis.
                         
                                           8.2.4.1.2.3      The actual Loop 
                                                            facilities may 
                                                            utilize various 
                                                            technologies or 
                                                            combinations of 
                                                            technologies.  
                                                            USWC will provide 
                                                            Unbundled Loops 
                                                            as required in 
                                                            this section 
                                                            regardless of the 
                                                            actual technology 
                                                            deployed for the 
                                                            requested loops.

                         8.2.4.2   Unbundled Loops are provided in accordance
                                   with the specifications, interfaces and
                                   parameters described in the appropriate
                                   Technical Reference Publications.  USWC's
                                   sole obligation is to provide and maintain
                                   Unbundled Loops in accordance with such
                                   specifications, interfaces and parameters. 
                                   USWC does not warrant that Unbundled Loops
                                   are compatible with any specific facilities
                                   or equipment or can be used for any
                                   particular purpose or service.  Transmission
                                   characteristics may vary depending 

                                                                        PAGE 44

<PAGE>

                                   on the distance between ACI's end user and 
                                   USWC's end office and may vary due to 
                                   characteristics inherent in the physical 
                                   network.  USWC, in order to properly 
                                   maintain and modernize the network, may 
                                   make necessary modifications and changes 
                                   to the Network Elements in its network on 
                                   an as needed basis.  Such changes may 
                                   result in minor changes to transmission 
                                   parameters. Changes that affect network 
                                   interoperability require advance notice 
                                   pursuant to the Notice of Changes section 
                                   of this Agreement.
                         
                         8.2.4.3   Facilities and lines furnished by USWC on the
                                   premises of ACI's end user and up to, and
                                   including, the NID or equivalent are the
                                   property of USWC.  USWC must have access to
                                   all such facilities for network management
                                   purposes.  USWC's employees and agents may
                                   enter said premises at any reasonable hour to
                                   test and inspect such facilities and lines in
                                   connection with such purposes or upon
                                   termination or cancellation of the Unbundled
                                   Loop Service to remove such facilities and
                                   lines.   
                         
                         8.2.4.4   Unbundled Loops include the facilities
                                   between the USWC distribution frame up to and
                                   including USWC's NID located at ACI's end
                                   user premises.  The connection between the
                                   distribution frame and ACI facilities is
                                   accomplished by ordering the applicable EICT
                                   in conjunction with Expanded
                                   Interconnection-Collocation as set forth in
                                   USWC's Private Line Tariff.  Regeneration for
                                   the EICT may be required.  
                         
                         8.2.4.5   Ordering and Maintenance.
                         
                                   8.2.4.5.1   Prior to placing orders on 
                                               behalf of the end user, ACI
                                               shall be responsible for 
                                               obtaining and have in its 
                                               possession Proof of 
                                               Authorization ("POA").  POA 
                                               shall consist of documentation 
                                               acceptable to USWC of the end 
                                               user's selection of ACI.  Such 
                                               selection may be obtained in 
                                               the following ways:  
                                                    
                                           8.2.4.5.1.1      The end user's
                                                            written Letter of
                                                            Authorization or
                                                            LOA.
                                   
                                           8.2.4.5.1.2      The end user's
                                                            electronic
                                                            authorization by use
                                                            of an 800 number,
                                                            
                                           8.2.4.5.1.3      The end user's oral
                                                            authorization
                                                            verified by an
                                                            independent third 

                                                                        PAGE 45

<PAGE>

                                                            party (with third
                                                            party verification
                                                            as POA).
                                                            
                                           8.2.4.5.1.4      A prepaid returnable
                                                            postcard supplied by
                                                            ACI which has been
                                                            signed and returned
                                                            by end user.  ACI
                                                            will wait fourteen
                                                            (14) business days
                                                            after mailing the
                                                            postcard before
                                                            placing an order to
                                                            change.
                                                            
                                   8.2.4.5.2   If there is a conflict between 
                                               an end user (and/or its 
                                               respective agent) and ACI 
                                               regarding the disconnection or 
                                               provision of Unbundled Loops, 
                                               USWC will honor the latest 
                                               dated Letter of Authorization 
                                               designating an agent by the 
                                               end user or its respective 
                                               agent.  If the end user's 
                                               service has not been 
                                               disconnected and Unbundled 
                                               Loop Service is not yet 
                                               established, ACI will be 
                                               responsible to pay the 
                                               nonrecurring charge as set 
                                               forth herein.  If the end 
                                               user's service has been 
                                               disconnected and the end 
                                               user's service is to be 
                                               restored with USWC, ACI will 
                                               be responsible to pay the 
                                               applicable nonrecurring 
                                               charges as set forth in USWC's 
                                               applicable tariff, to restore 
                                               the end user's prior service 
                                               with USWC.
                                   
                                   8.2.4.5.3   ACI is responsible for its own 
                                               end user base and will have 
                                               the responsibility for 
                                               resolution of any service 
                                               trouble report(s) from its end 
                                               users.  USWC will work 
                                               cooperatively with ACI to 
                                               resolve trouble reports when 
                                               the trouble condition has been 
                                               isolated and found to be 
                                               within a portion of USWC's 
                                               network.  ACI must provide to 
                                               USWC switch-based test results 
                                               when testing its end user's 
                                               trouble prior to USWC 
                                               performing any repair 
                                               functions.  The Parties will 
                                               cooperate in developing 
                                               mutually acceptable test 
                                               report standards.  When the 
                                               trouble is not in USWC's 
                                               network, USWC shall apply to 
                                               ACI the maintenance of service 
                                               charges in accordance with the 
                                               applicable time and materials 
                                               charges in USWC's tariff.
                                   
                                   8.2.4.5.4   ACI will be responsible to 
                                               submit to USWC a disconnect 
                                               order for an Unbundled Loop 
                                               that is relinquished by the 
                                               end user due to cessation of 
                                               service. Unbundled Loop 
                                               facilities will be returned to 
                                               USWC when the disconnect order 
                                               is complete.  In the event of 
                                               transfer of the end user's 
                                               service 

                                                                        PAGE 46

<PAGE>

                                               from one provider to another, 
                                               the new provider will issue a 
                                               request for transfer of 
                                               service, resulting in the 
                                               appropriate disconnection and 
                                               reconnection of service.
                                   
                                   8.2.4.5.5    USWC will employ the following
                                                ordering interval process when
                                                receiving [Co-Provider's] 
                                                request for Unbundled Loops.

                                                For one order at a specific
                                                end user's premises:  
                                                    
                                                1 order- within 5 business
                                                day interval for order
                                                completion by USWC.
                                                
                                                For multiple orders at a
                                                specific end user's
                                                premises:
                                                
                                                2-8 orders- within 5
                                                business day interval for
                                                order completion by USWC.
                                           
                                                9-16 orders- within 6
                                                business day interval for
                                                order completion by USWC.
                                           
                                                17-24 orders- within 7
                                                business day interval for
                                                order completion by USWC. 
                                                
                                                For related orders, new
                                                connects will be physically
                                                worked within the same
                                                calendar day.
                                   
                                   8.2.4.5.6    When ordering Unbundled 
                                                Loops, ACI is responsible for 
                                                obtaining or providing 
                                                facilities and equipment that 
                                                are compatible with the 
                                                service. 
                         
                                   8.2.4.5.7    ACI will have responsibility 
                                                for testing the equipment, 
                                                network facilities and the 
                                                Unbundled Loop facility. If 
                                                USWC performs tests of the 
                                                Unbundled Loop facility at 
                                                ACI's request, and the fault 
                                                is not in the USWC facilities, 
                                                a charge shall apply.
                                   
                                   8.2.4.5.8    ACI will be responsible for 
                                                providing battery and dial 
                                                tone to its connection point 
                                                two business days prior to 
                                                the due date on the service 
                                                order.
                                           
                                   8.2.4.5.9    Provisions regarding Basic 
                                                Testing at Coordinated 
                                                Cutover Time shall be 
                                                negotiated between the 
                                                Parties on an individual case 
                                                basis.

                                                                        PAGE 47

<PAGE>

                                   8.2.4.5.10   ACI and USWC will work 
                                                cooperatively to develop 
                                                forecasts for Unbundled Loop 
                                                service.  USWC requests  an 
                                                eighteen month forecast of 
                                                Unbundled Loop service.  The 
                                                forecast will include the 
                                                specific serving Wire Center 
                                                that will be requested, plus 
                                                the specific quantity of each 
                                                service desired.  The 
                                                forecast will be updated 
                                                quarterly, and will be 
                                                treated as ACI confidential 
                                                information.
                                   
                         8.2.4.6   Appendix A contains the rate information for
                                   Unbundled Loops.
                         
                         8.2.4.7   If applicable, the Bona Fide Request Process
                                   will apply as detailed in the Bona Fide
                                   Request Process section of this Agreement.
                                   
                         8.2.4.8   If applicable, Construction Charges, pursuant
                                   to the Construction Charges section of this
                                   Agreement, may apply to the construction of
                                   new Unbundled Loops on behalf of ACI.
       
                8.2.5    Local Switching Element
                         
                         The unbundled switching element includes facilities
                         that are associated with the switch (e.g., Port),
                         facilities that are involved with switching the call,
                         access to vertical features (e.g., custom calling), and
                         all originating minutes of use from the unbundled
                         switching element, but not including transport from or
                         to the switch.
                         
                         8.2.5.1   End Office Switching
                                   
                                   8.2.5.1.1        Line-side and trunk-side
                                                    Ports are available.  The
                                                    line-side Port is flat
                                                    rated and it includes: 
                                   
                                           8.2.5.1.1.1      Telephone Number
                                           8.2.5.1.1.2      Directory Listing
                                           8.2.5.1.1.3      Dial Tone
                                           8.2.5.1.1.4      Signaling (loop or
                                                            ground start)
                                           8.2.5.1.1.5      On/Off Hook
                                                            Detection
                                           8.2.5.1.1.6      Audible and Power
                                                            Ringing
                                           8.2.5.1.1.7      Automatic Message
                                                            Accounting (AMA)
                                                            Recording
                                           8.2.5.1.1.8      Access to 911,
                                                            Operator Services,
                                                            and Directory
                                                            Assistance
                                           8.2.5.1.1.9      Blocking Options
                                                            (900 services)

                                                                        PAGE 48

<PAGE>

                                                    
                                           
                                   8.2.5.1.2        Vertical features will be
                                                    offered as elements.  These
                                                    elements are offered at the
                                                    retail rate with the
                                                    appropriate discounted rate
                                                    offered under resale. 
                                           
                                   8.2.5.1.3        Local originating usage
                                                    will be measured and billed
                                                    on minutes of use.  
                                           
                                   8.2.5.1.4        The access point for
                                                    line-side Port
                                                    interconnection is the
                                                    Single Point of Termination
                                                    (SPOT) bay of the USWC
                                                    designated serving Wire
                                                    Center.
                                   
                                   8.2.5.1.5        The price for local
                                                    switching is described in
                                                    Appendix A.
                                           
                         8.2.5.2   Customized Routing
                                   
                                   8.2.5.2.1        Description 
                                           
                                                    Customized routing will
                                                    enable ACI to direct
                                                    particular classes of calls
                                                    to prearranged outgoing
                                                    trunks.  ACI can use
                                                    customized routing to
                                                    direct its end users' calls
                                                    to 411, 555-1212, or O- to
                                                    its own directory
                                                    assistance, operator
                                                    services platform or
                                                    dedicated trunks.
                                           
                                   8.2.5.2.2        Limitations
                                           
                                                    Because there is a
                                                    limitation in the capacity
                                                    of the 1A ESS switch,
                                                    custom routing will be
                                                    offered to Co-Providers on
                                                    a first-come, first-served
                                                    basis.
                                           
                                   8.2.5.2.3        The price for custom
                                                    routing will be provided on
                                                    a case-by-case basis.  The
                                                    price for custom routing is
                                                    comprised of a development
                                                    charge for a customized
                                                    Line Class Code and an
                                                    installation charge for
                                                    every switch the Line Class
                                                    Code is implemented.
                                           
                         8.2.5.3   Coin signaling is only available as part of
                                   "smart PAL" service.
                         
                8.2.6    Network Interface Device (NID)
                
                         8.2.6.1   Service Description.
                         
                                   A device wired between a telephone 
                                   protector and the inside wiring to 
                                   isolate the end user's equipment from the 

                                                                        PAGE 49

<PAGE>

                                   network at the subscriber's premises.  It 
                                   is a device for the termination of inside 
                                   wire that is available in single and 
                                   multiple pair configurations.
                         
                         8.2.6.2   ACI may connect its loops, via its own NID,
                                   to the USWC NID.
                         
                         8.2.6.3   Any costs associated with USWC's connection
                                   of ACI's NID to USWC's NID, will be the
                                   responsibility of ACI.
                         
                         8.2.6.4   The price for access to the NID will be
                                   provided on a case-by-case basis.
                                   
                8.2.7    Additional Unbundled Elements

                         ACI may request nondiscriminatory access to, and where
                         appropriate, development of additional unbundled
                         Network Elements not covered in this Agreement in
                         response to specific requests therefor, pursuant to the
                         Bona Fide Request Process detailed in the Bona Fide
                         Request Process section of this Agreement.


9.     ANCILLARY SERVICES AND ARRANGEMENTS

       9.1      SIGNALING ACCESS TO CALL-RELATED DATABASES
       
                9.1.1    When ACI is purchasing local switching from USWC, USWC
                         will provide access via the STP to call related
                         databases used in AIN services.  The Parties agree to
                         work in the industry to define the mediated access
                         mechanisms for SCP access.  Access to the USWC Service
                         Management Systems (SMS) will be provided to ACI, via
                         the BFR process, to activate, modify, or update
                         information in the call related databases, equivalent
                         to the USWC access.
                                   
                9.1.2    USWC will offer unbundled signaling via LIS-Common
                         Channel Signaling Capability (CCSAC).  CCSAC service
                         utilizes the SS7 network and provides access to
                         call-related databases that reside at USWC's SCPs, such
                         as the  Line Information Database (LIDB) and the 800
                         Database.  The access to USWC's SCPs will be mediated
                         via the STP Port in order to assure network
                         reliability.  
                         
                9.1.3    CCSAC includes:
                                   
                         9.1.3.1   Entrance Facility - This element connects
                                   ACI's signaling point of interface with the
                                   USWC serving wire center (SWC).  ACI may
                                   purchase this element or it may
                                   self-provision the entrance facility.  If the
                                   entrance facility is 

                                                                        PAGE 50

<PAGE>

                                   self-provisioned, ACI would need to 
                                   purchase Collocation and an Expanded 
                                   Interconnection Channel Termination.
                                   
                         9.1.3.2   Direct Link Transport (DLT) - This element
                                   connects the SWC to the USWC STP.  ACI may
                                   purchase this element or self-provision
                                   transport directly to the STP.  If ACI
                                   provides the link to the STP, it must
                                   purchase Collocation, an Expanded
                                   Interconnection Channel Termination at the
                                   STP location, and a direct link from the EICT
                                   to the STP Port.
                                   
                         9.1.3.3   STP Port - This element provides the
                                   switching function at the STP.  One STP Port
                                   is required for each DLT Link.  The Port
                                   provides interaction with the Service Control
                                   Point (SCP).  Port availability is limited.  
                                   
                         9.1.3.4   Multiplexing - Multiplexing may be required
                                   at either/both the SWC and/or Port.  The
                                   multiplexing options are the standard DS3 to
                                   DS1 and DS1 to DS0 requirements.
                                   
                9.1.4    Access to Advanced Intelligent Network (AIN) functions
                         is available only through the STP.
                         
                9.1.5    USWC will provide mediated access to SMS via the BFR
                         process, for the purpose of activating, modifying or
                         updating AIN service specification through its Service
                         Creation Environment (SCE) on an equivalent basis as
                         USWC provides to itself.  SMS allows ACI to provision,
                         modify, or update information in call related
                         databases.  Currently, the SCE process is predominantly
                         manual via a service center.
                         
                9.1.6    The pricing for CCSAC service is provided in Appendix
                         A.

       9.2      Interim Number Portability
       
                9.2.1    General Terms
       
                         9.2.1.1   The Parties shall provide Number Portability
                                   on a reciprocal basis to each other to the
                                   extent technically feasible, and in
                                   accordance with rules and regulations as from
                                   time to time prescribed by the FCC and/or the
                                   Commission.
                         
                         9.2.1.2   Until Permanent Number Portability is
                                   implemented by the industry pursuant to
                                   regulations issued by the FCC or the
                                   Commission, the Parties agree to provide
                                   Interim Number Portability ("INP") to each
                                   other through remote call forwarding, direct
                                   inward dialing and NXX migration.

                                                                        PAGE 51

<PAGE>

                         9.2.1.3   Once Permanent Number Portability is
                                   implemented pursuant to FCC or Commission
                                   regulation, either Party may withdraw, at any
                                   time and at its sole discretion, its INP
                                   offerings, subject to advance notice to the
                                   other Party and coordination to allow the
                                   seamless and transparent conversion of INP
                                   end user numbers to Permanent Number
                                   Portability.  Upon implementation of
                                   Permanent Number Portability pursuant to FCC
                                   regulations, both Parties agree to conform
                                   and provide such Permanent Number
                                   Portability.
                         
                         9.2.1.4   USWC will update its Line Information
                                   Database ("LIDB") listings for retained
                                   numbers as directed by ACI.  USWC will
                                   restrict or cancel calling cards associated
                                   with these forwarded numbers.  LIDB updates
                                   shall be completed by the Parties on the same
                                   business day each INP arrangement is
                                   activated.
                         
                         9.2.1.5   Upon request, USWC shall provide to ACI INP
                                   via Direct Inward Dial Trunks pursuant to
                                   applicable tariffs.
                         
                         9.2.1.6   Where either Party has activated an entire
                                   NXX for a single end user, or activated a
                                   substantial portion of an NXX for a single
                                   end user with the remaining numbers in that
                                   NXX either reserved for future use or
                                   otherwise unused, if such end user chooses to
                                   receive service from the other Party, the
                                   first Party shall cooperate with the second
                                   Party to have the entire NXX reassigned in
                                   the LERG (and associated industry databases,
                                   routing tables, etc.) to an end office
                                   operated by the second Party.  Such transfer
                                   will be accomplished with appropriate
                                   coordination between the Parties and subject
                                   to appropriate industry lead-times for
                                   movement of NXXs from one switch to another. 
                                   Other applications of NXX migration will be
                                   discussed by the Parties as circumstances
                                   arise.
                
                9.2.2    Description Of Service

                         9.2.2.1   Interim Number Portability ("INP") Service is
                                   a service arrangement that can be provided by
                                   USWC to ACI or by ACI to USWC.  For the
                                   purposes of this section, the Party porting
                                   traffic to the other Party shall be referred
                                   to as the "INP Provider" and the Party
                                   receiving INP traffic for termination shall
                                   be referred to as the "INP Requestor".
                         
                         9.2.2.2   INP applies to those situations where an end
                                   user elects to transfer service from the INP
                                   Provider to the INP Requestor and such end
                                   user also wishes to retain its 

                                                                        PAGE 52

<PAGE>

                                   existing telephone number.  INP
                                   consists of INP Provider's provision
                                   to the INP Requestor the capability
                                   to route calls placed to telephone
                                   numbers assigned to the INP
                                   Provider's switches to the INP
                                   Requestor's switches.  INP is
                                   available only for working telephone
                                   numbers assigned to the INP
                                   Provider's end users who request to
                                   transfer to the INP Requestor's
                                   service.
                         
                         9.2.2.3   INP is available as INP-Remote Call
                                   Forwarding ("INP-RCF") permitting a call to
                                   an INP Provider's assigned telephone number
                                   to be translated to the INP Requestor's
                                   dialable local number.  INP Requestor may
                                   terminate the call as desired.  Additional
                                   capacity for simultaneous call forwarding is
                                   available where technically feasible.  The
                                   INP Requestor will need to specify the number
                                   of simultaneous calls to be forwarded for
                                   each number ported.
                         
                         9.2.2.4   INP is subject to the following restrictions:

                                   9.2.2.4.1        An INP telephone number may
                                                    be assigned by INP
                                                    Requestor only to the
                                                    Requestor's end users
                                                    located within the INP
                                                    Provider's local calling
                                                    area and toll rating area
                                                    that is associated with the
                                                    NXX of the portable number.
       
                                   9.2.2.4.2        INP is applicable only if
                                                    the INP Requestor is
                                                    engaged in a reciprocal
                                                    traffic exchange
                                                    arrangement with the INP
                                                    Provider.
                                           
                                   9.2.2.4.3        Only the existing, INP
                                                    Provider assigned end user
                                                    telephone number may be
                                                    used as a ported number for
                                                    INP.
       
                                   9.2.2.4.4        INP will not be provided by
                                                    the INP Provider for end
                                                    users whose accounts are in
                                                    arrears and who elect to
                                                    make a change of service
                                                    provider unless and until
                                                    the following conditions
                                                    are met:
                                           
                                           9.2.2.4.4.1      Full payment for the
                                                            account (including
                                                            directory
                                                            advertising charges
                                                            associated with the
                                                            end user's telephone
                                                            number) is made by
                                                            end user or INP
                                                            Requestor agrees to
                                                            make full payment on
                                                            behalf of end user.
                                                    
                                           9.2.2.4.4.2      INP Provider is
                                                            notified in advance
                                                            of the change in
                                                            service provider and
                                                            a Change of
                                                            Responsibility form
                                                            is issued.

                                                                        PAGE 53

<PAGE>

                                           9.2.2.4.4.3      INP Provider accepts
                                                            the transfer of
                                                            responsibility.
                
                                   9.2.2.4.5        INP services shall not be
                                                    re-sold, shared or assigned
                                                    by either Party to another
                                                    LEC or Co-Provider.
       
                                   9.2.2.4.6        INP is not offered for NXX
                                                    Codes 555, 976, 960 and
                                                    coin telephones, and
                                                    Service Access Codes (i.e.
                                                    500, 700, 800/888, 900). 
                                                    INP is not available for
                                                    FGA seven-digit numbers,
                                                    including foreign exchange
                                                    (FEX), FX and FX/ONAL and
                                                    foreign Central Office
                                                    Service.  Furthermore, INP
                                                    numbers may not be used for
                                                    mass calling events.
                                           
                                   9.2.2.4.7        The ported telephone number
                                                    will be returned to the
                                                    originating Party (or to
                                                    the common pool of
                                                    telephone numbers upon
                                                    implementation of Permanent
                                                    Number Portability) when
                                                    the ported service is
                                                    disconnected.  The Party
                                                    purchasing a ported number
                                                    may not retain it and
                                                    reassign it to another end
                                                    user.  The normal intercept
                                                    announcement will be
                                                    provided by the INP
                                                    Provider for the period of
                                                    time until the telephone
                                                    number is reassigned by the
                                                    INP Provider.
                                           
                         9.2.2.5   Ordering and Maintenance
       
                                   9.2.2.5.1        The INP Requestor is
                                                    responsible for all
                                                    dealings with and on behalf
                                                    of its end users, including
                                                    all end user account
                                                    activity, e.g. end user
                                                    queries and complaints.
                                           
                                   9.2.2.5.2        Each Party is responsible
                                                    for obtaining a Letter of
                                                    Authorization (LOA) from
                                                    its end users who request a
                                                    transfer of the end user's
                                                    telephone number from the
                                                    other Party.
                                   
                                   9.2.2.5.3        The INP Provider will work
                                                    cooperatively with the INP
                                                    Requestor to ensure a
                                                    smooth end user transition
                                                    and to avoid unnecessary
                                                    duplication of other
                                                    facilities (e.g., Unbundled
                                                    Loops). The Parties will
                                                    cooperate to develop
                                                    intercompany procedures to
                                                    implement the requirements
                                                    of this paragraph.
                                   
                                   9.2.2.5.4        If an end user requests
                                                    transfer of service from
                                                    the INP Requestor back to
                                                    the INP Provider, the INP
                                                    Provider may rely on that
                                                    end user request to 

                                                                        PAGE 54

<PAGE>

                                                    institute cancellation of
                                                    the INP service. The INP
                                                    Provider will provide at
                                                    least 48 hours notice to
                                                    the INP Requestor of the
                                                    cancellation of INP
                                                    service, and will work
                                                    cooperatively with the INP
                                                    Requestor to ensure a
                                                    smooth end user transition
                                                    and to avoid unnecessary
                                                    duplication of other
                                                    facilities (e.g., Unbundled
                                                    Loops).  The Parties will
                                                    cooperate to develop
                                                    intercompany procedures to
                                                    implement the requirements
                                                    of this paragraph.
                                   
                                   9.2.2.5.5        Certain features are not
                                                    available on calls passed
                                                    through INP service.
                
                                   9.2.2.5.6        The INP Requestor's
                                                    designated INP switch must
                                                    return answer and
                                                    disconnect supervision to
                                                    the INP Provider's switch.
                
                                   9.2.2.5.7        The INP Requestor will
                                                    provide to the E911
                                                    database provider the
                                                    network telephone number
                                                    that the INP Requestor
                                                    assigned to the INP
                                                    Provider-assigned, ported
                                                    telephone number.  Updates
                                                    to and maintenance of the
                                                    INP information to the E911
                                                    database are the
                                                    responsibility of the INP
                                                    Requestor.
                
                                   9.2.2.5.8        The INP Requestor will
                                                    submit to the INP Provider
                                                    a disconnect order for each
                                                    ported number that is
                                                    relinquished by the INP
                                                    Requestor's end users.
                                   
                         9.2.2.6   Cost Recovery
                
                                   The Parties agree that, for the purposes 
                                   of this Agreement that the following cost 
                                   structure is an acceptable measure of the 
                                   costs incurred by the INP Provider.
                         
                                   9.2.2.6.1        Number Ported -- This cost
                                                    is incurred per number
                                                    ported, per month.  Should
                                                    the INP Requestor provide
                                                    the transport from the INP
                                                    Provider's end office to
                                                    the INP Requestor's end
                                                    office switch, a lower cost
                                                    is incurred.  This cost
                                                    represents a single call
                                                    path from the INP
                                                    Provider's end office
                                                    switch to the INP Requestor
                                                    for the portable number.
                
                                   9.2.2.6.2        Additional Call Path --
                                                    This cost is incurred  per
                                                    additional call path per
                                                    month added to a particular
                                                    ported telephone number. 
                                                    Should the INP Requestor
                                                    provide the transport from
                                                    the INP 

                                                                        PAGE 55

<PAGE>

                                                    Provider's end office to
                                                    the INP Requestor's end
                                                    office switch, a lower cost
                                                    is incurred. 
                
                                   9.2.2.6.3        Service Establishment - Per
                                                    Route, Per Switch.  This
                                                    non-recurring cost is
                                                    incurred for each INP
                                                    Provider's end office
                                                    switch that is equipped to
                                                    provide INP to the INP
                                                    Requestor.
                                   
                                   9.2.2.6.4        Service Establishment -
                                                    Additional number ported or
                                                    changes to existing
                                                    numbers, per number ported
                                                    -- This non-recurring cost
                                                    is for each telephone
                                                    number equipped with INP.
                                   
                                   9.2.2.6.5        The Parties agree that
                                                    Appendix A reasonably
                                                    identifies the above costs.
                                   
                                   9.2.2.6.6        Each of the above costs
                                                    shall be borne by the INP
                                                    Requestor.
                                   
                                   9.2.2.6.7        The INP Provider will, when
                                                    using RCF, send the
                                                    original ("ported") number
                                                    over the Interconnection
                                                    arrangements as the Calling
                                                    Party Number using the
                                                    signaling protocol
                                                    applicable to the
                                                    arrangements.  The INP
                                                    Requestor will capture and
                                                    measure the number of
                                                    minutes of INP incoming
                                                    traffic.  USWC will provide
                                                    (and update quarterly)
                                                    percentage distributions of
                                                    all terminating traffic in
                                                    the LATA by jurisdictional
                                                    nature of the traffic:  a) 
                                                    local; b) intrastate,
                                                    intraLATA switched access;
                                                    c) intrastate, interLATA
                                                    switched access; d)
                                                    interstate, intraLATA
                                                    switched access; e)
                                                    interstate, interLATA
                                                    switched access.  Separate
                                                    residence and business
                                                    percentage distributions
                                                    will be provided, to the
                                                    extent possible.  The
                                                    Parties agree to work
                                                    cooperatively to develop
                                                    and exchange the data
                                                    required to implement this
                                                    paragraph.  The appropriate
                                                    percentage will be applied
                                                    to the number of minutes of
                                                    INP traffic in each
                                                    category to determine the
                                                    number of minutes eligible
                                                    for additional "pass
                                                    through" switched access
                                                    compensation.  Pass through
                                                    switched access
                                                    compensation will be paid
                                                    at the following rates:
                                   
                                                            For all Intra-LATA
                                                            For all Intra-LATA
                                                            Toll and inter-LATA
                                                            minutes delivered
                                                            over INP, USWC will
                                                            pay, in addition to
                                                            reciprocal
                                                            compensation, the
                                                            applicable CCLC for
                                                            each minute.

                                                                        PAGE 56

<PAGE>

                                   9.2.2.6.8        Rates are contained in
                                                    Appendix A.
                                   
       9.3      911/E-911 SERVICE

                9.3.1    Scope.  

                         9.3.1.1   ACI exchanges to be included in USWC's E-911
                                   Data Base will be indicated via written
                                   notice and will not require an amendment to
                                   this Agreement.

                         9.3.1.2   In counties where USWC has obligations under
                                   existing agreements as the primary provider
                                   of the 911 System to the county, ACI will
                                   participate in the provision of the 911
                                   System as described in this Agreement.  

                                   9.3.1.2.1        Each Party will be
                                                    responsible for those
                                                    portions of the 911 System
                                                    for which it has total
                                                    control, including any
                                                    necessary maintenance to
                                                    each Party's portion of the
                                                    911 System.

                                   9.3.1.2.2        USWC, or its agent, will be
                                                    responsible for maintaining
                                                    the E-911 Data Base.  USWC,
                                                    or its agent, will provide
                                                    to ACI an initial copy of
                                                    the most recent Master
                                                    Street Address Guide
                                                    ("MSAG"), and subsequent
                                                    versions on a quarterly
                                                    basis, at no charge.  MSAGs
                                                    provided outside the
                                                    quarterly schedule will be
                                                    provided and charged on an
                                                    individual case basis.  The
                                                    data will be provided in
                                                    computer readable format.  

                                   9.3.1.2.3        For selective routing table
                                                    updates, ACI will negotiate
                                                    directly with USWC's data
                                                    base provider for the input
                                                    of end user data into the
                                                    USWC Automatic Location
                                                    Identification ("ALI") data
                                                    base.  ACI will negotiate
                                                    directly with the Public
                                                    Safety Answering Point
                                                    ("PSAP")'s (or PSAP
                                                    agency's) DMS/ALI provider
                                                    for input of end user data
                                                    into the ALI data base.  In
                                                    most cases the selective
                                                    routing table updates and
                                                    the ALI data base will be
                                                    managed by the same
                                                    provider.  ACI assumes all
                                                    responsibility for the
                                                    accuracy of the data that
                                                    ACI provides for MSAG
                                                    preparation and E-911 Data
                                                    Base operation.
                                           
                                   9.3.1.2.4        ACI will provide end user
                                                    data to USWC's agent for
                                                    the USWC ALI data base
                                                    utilizing NENA-02-001
                                                    Recommended Formats For
                                                    Data Exchange, NENA-02-002
                                                    Recommended Standard For
                                                    Street 

                                                                        PAGE 57

<PAGE>

                                                    Thoroughfare Abbreviations
                                                    and NENA-02-003 Recommended
                                                    Protocols For Data
                                                    Exchange.  USWC will
                                                    furnish ACI any variations
                                                    to NENA recommendations
                                                    required for ALI data base
                                                    input.
                                           
                                   9.3.1.2.5        ACI will provide end user
                                                    data to USWC's agent for
                                                    the USWC ALI data base that
                                                    are MSAG valid and meet all
                                                    components of the
                                                    NENA-02-004 Recommended
                                                    Measurements For Data
                                                    Quality.
                                           
                                   9.3.1.2.6        ACI will update its end
                                                    user records provided to
                                                    USWC's agent for the USWC
                                                    ALI data base to agree with
                                                    the 911 MSAG standards for
                                                    its service areas.
                                           
                                   9.3.1.2.7        USWC will provide ACI with
                                                    the identification of the
                                                    USWC 911 controlling office
                                                    that serves each geographic
                                                    area served by ACI.
                                           
                                   9.3.1.2.8        The Parties will cooperate
                                                    in the routing of 911
                                                    traffic in those instances
                                                    where the ALI/ANI
                                                    information is not
                                                    available on a particular
                                                    911 call.
                                           
                                   9.3.1.2.9        USWC will provide ACI with
                                                    the ten-digit telephone
                                                    numbers of each PSAP
                                                    agency, for which USWC
                                                    provides the 911 function,
                                                    to be used by ACI to
                                                    acquire emergency telephone
                                                    numbers for operators to
                                                    handle emergency calls in
                                                    those instances where the
                                                    ACI end user dials "O"
                                                    instead of "911". 
                                           
                                   9.3.1.2.10       ACI will provide USWC with
                                                    the ten-digit telephone
                                                    numbers of each PSAP
                                                    agency, for which ACI
                                                    provides the 911 function,
                                                    to be used by USWC to
                                                    acquire emergency telephone
                                                    numbers for operators to
                                                    handle emergency calls in
                                                    those instances where the
                                                    USWC end user dials "O"
                                                    instead of "911". 

                         9.3.1.3   If a third party; i.e., LEC, is the primary
                                   service provider to a county, ACI will
                                   negotiate separately with such third party
                                   with regard to the provision of 911 service
                                   to the county.  All relations between such
                                   third party and ACI are totally separate from
                                   this Agreement and USWC makes no
                                   representations on behalf of the third party.

                         9.3.1.4   If ACI is the primary service provider to the
                                   county, ACI and USWC will negotiate the
                                   specific provisions necessary 

                                                                        PAGE 58

<PAGE>

                                   for providing 911 service to the county 
                                   and will include such provisions in an 
                                   amendment to this Agreement.

                         9.3.1.5   ACI will separately negotiate with each
                                   county regarding the collection and
                                   reimbursement to the county of applicable end
                                   user taxes for 911 service.
                                   
                         9.3.1.6   ACI is responsible for network management of
                                   its network components in compliance with the
                                   Network Reliability Council Recommendations
                                   and meeting the network standard of USWC for
                                   the 911 call delivery.

                         9.3.1.7   The Parties shall provide a single point of
                                   contact to coordinate all activities under
                                   this Agreement.

                         9.3.1.8   Neither Party will reimburse the other for
                                   any expenses incurred in the provision of
                                   E-911 services up to P.01 grade of service.

                9.3.2    Performance Criteria.  E-911 Data Base accuracy shall
                         be as set forth below:

                         9.3.2.1   Accuracy of ALI data will be measured jointly
                                   by the PSAPs and USWC in a format supplied by
                                   USWC.  The reports shall be forwarded to ACI
                                   by USWC when relevant and will indicate
                                   incidents when incorrect or no ALI data is
                                   displayed.

                         9.3.2.2   Each discrepancy report will be jointly
                                   researched by USWC and ACI.  Corrective
                                   action will be taken immediately by the
                                   responsible Party.

                         9.3.2.3   Each Party will be responsible for the
                                   accuracy of its end user records.  Each Party
                                   specifically agrees to indemnify and hold
                                   harmless the other Party from any claims,
                                   damages, or suits related to the accuracy of
                                   end user data provided for inclusion in the
                                   E-911 Data Base.
                                   
                         9.3.2.4   For PSAP default routing purposes, ACI will
                                   establish separate trunks for the USWC
                                   selective router for each PSAP jurisdictional
                                   area it serves from a given switch.
                                   
                         9.3.2.5   The additional parameters by which the
                                   Parties will utilize the 911 or E-911
                                   database will be the subject of further
                                   discussion between the Parties.

                                                                        PAGE 59

<PAGE>

       9.4      DIRECTORY ASSISTANCE

                9.4.1    USWC agrees to (1) provide to ACI's operators on-line
                         access to  USWC's directory assistance database; (2)
                         provide to ACI unbranded directory assistance service
                         (3) provide to ACI directory assistance service under
                         the ACI brand (where technically feasible); (4) allow
                         ACI or ACI's designated operator bureau to license
                         USWC's directory assistance database for use in
                         providing competitive directory assistance services. 
                         Prices for all of these services will be determined on
                         an individual case basis.
                         
                9.4.2    The price for directory assistance, provided pursuant
                         to this Agreement, is specified in Appendix A.  As an
                         alternative, the Parties may obtain directory
                         assistance service pursuant to retail directory
                         assistance tariffs.
                         
                9.4.3    The price for directory call completion services is
                         specified in Appendix A, pending the completion of an
                         approved cost study.  Additional charges, for USWC
                         IntraLATA Toll services, also apply for completed
                         IntraLATA Toll calls.  IntraLATA Toll service shall be
                         available pursuant to the wholesale discount provided
                         in the Resale section of this Agreement.  Call
                         completion service is an optional service.  ACI may, at
                         its option, request USWC to not provide call completion
                         services to ACI end users.

       9.5      WHITE PAGES DIRECTORY LISTINGS
       
                9.5.1    Scope.
       
                         9.5.1.1   White Pages Listings Service ("Listings")
                                   consists of USWC placing the names, addresses
                                   and telephone numbers of ACI's end users in
                                   USWC's listing database, based on end user
                                   information provided to USWC by ACI.  USWC is
                                   authorized to use Listings in Directory
                                   Assistance (DA) and as noted in paragraph
                                   9.5.1.4, below.
       
                         9.5.1.2   ACI will provide in standard, mechanized
                                   format, and USWC  will accept at no charge,
                                   one primary listing for each main telephone
                                   number belonging to ACI's end users.  Primary
                                   listings are as defined for USWC end users in
                                   USWC's general exchange tariffs.  ACI will be
                                   charged for premium and privacy listings,
                                   e.g., additional, foreign, cross reference,
                                   informational, etc., at USWC's general
                                   exchange listing tariff rates, less the
                                   wholesale discount.  If ACI utilizes Remote
                                   Call Forwarding for local number portability,
                                   ACI can list only one number without charge -
                                   either the end user's original telephone
                                   number or the ACI-assigned number.  The
                                   standard discounted rate for an additional
                                   listing applies to the other number. 

                                                                        PAGE 60

<PAGE>

                         9.5.1.3   USWC will furnish ACI the Listings format
                                   specifications.  ACI may supply a maximum of
                                   one batch file daily, containing only
                                   Listings that completed on or prior to the
                                   transmission date.  USWC cannot accept
                                   Listings with advance completion dates. 
                                   Large volume activity (e.g., 100 or more
                                   listings) on a caption set is considered a
                                   project that requires coordination between
                                   ACI and USWC to determine time frames.  
                                   
                         9.5.1.4   ACI grants USWC a non-exclusive license to
                                   incorporate Listings information into its
                                   directory assistance database.  ACI hereby
                                   selects one of two options for USWC's use of
                                   Listings and dissemination of Listings to
                                   third parties.
                                   
                                   EITHER:
                                   
                                   9.5.1.4.1        Treat the same as USWC's
                                                    end user listings - No
                                                    prior authorization is
                                                    needed for USWC to release
                                                    Listings to directory
                                                    publishers or other third
                                                    parties.  USWC will
                                                    incorporate Listings
                                                    information in all existing
                                                    and future directory
                                                    assistance applications
                                                    developed by USWC.  ACI
                                                    authorizes USWC to sell and
                                                    otherwise make Listings
                                                    available to directory
                                                    publishers.  USWC shall be
                                                    entitled to retain all
                                                    revenue associated with any
                                                    such sales.  Listings shall
                                                    not be provided or sold in
                                                    such a manner as to
                                                    segregate end users by
                                                    carrier.
                                           
                                   OR:
                                           
                                   9.5.1.4.2        Restrict to USWC's
                                                    directory assistance --
                                                    Prior authorization
                                                    required by ACI for all
                                                    other uses.  ACI makes its
                                                    own, separate agreements
                                                    with USWC, third parties
                                                    and directory publishers
                                                    for all uses of its
                                                    Listings beyond directory
                                                    assistance.  USWC will sell
                                                    Listings to directory
                                                    publishers (including
                                                    USWC's publisher
                                                    affiliate), other third
                                                    parties and USWC products
                                                    only after the third party
                                                    presents proof of ACI's
                                                    authorization.  USWC shall
                                                    be entitled to retain all
                                                    revenue associated with any
                                                    such sales.  Listings shall
                                                    not be provided or sold in
                                                    such a manner as to
                                                    segregate end users by
                                                    carrier.
                                           
                                   ACI hereby selects Option ______.

                                                                        PAGE 61

<PAGE>

                         9.5.1.5   To the extent that state tariffs limit USWC's
                                   liability with regard to Listings, the
                                   applicable state tariff(s) is incorporated
                                   herein and supersedes the Limitation of
                                   Liability section of this Agreement with
                                   respect to Listings only.
       
                9.5.2    USWC Responsibilities
       
                         9.5.2.1   USWC is responsible for maintaining Listings,
                                   including entering, changing, correcting,
                                   rearranging and removing Listings in
                                   accordance with ACI orders.  USWC will take
                                   reasonable steps in accordance with industry
                                   practices to accommodate non-published and
                                   non-listed Listings provided that ACI has
                                   supplied USWC the necessary privacy
                                   indicators on such Listings.
                                   
                         9.5.2.2   USWC will include ACI Listings in USWC's
                                   Directory Assistance service to ensure that
                                   callers to USWC's Directory Assistance
                                   service have non-discriminatory access to
                                   ACI's Listings.
                                   
                         9.5.2.3   USWC will ensure the ACI Listings provided to
                                   USWC are included in the white pages
                                   directory published on USWC's behalf, in
                                   accordance with ACI's selection under Section
                                   9.5.1.4, above.
       
                9.5.3    ACI Responsibilities
       
                         9.5.3.1   ACI agrees to provide to USWC its end user
                                   names, addresses and telephone numbers in a
                                   standard mechanized format, as specified by
                                   USWC.
                         
                         9.5.3.2   ACI will supply its ACNA/CIC or CLCC/OCN, as
                                   appropriate, with each order to provide USWC
                                   the means of identifying Listings ownership.
                         
                         9.5.3.3   ACI represents and warrants the end user
                                   information provided to USWC is accurate and
                                   correct.  ACI further represents and warrants
                                   that it has reviewed all Listings provided to
                                   USWC, including end user requested
                                   restrictions on use such as non-published and
                                   non-listed.  ACI shall be solely responsible
                                   for knowing and adhering to state laws or
                                   rulings regarding Listings (e.g., no
                                   solicitation requirements in the states of
                                   Arizona and Oregon, privacy requirements in
                                   Colorado), and for supplying USWC with the
                                   applicable Listing information.

                                                                        PAGE 62

<PAGE>

                         9.5.3.4   ACI is responsible for all dealings with, and
                                   on behalf of, ACI's end users, including:
                                   
                                   9.5.3.4.1        All end user account
                                                    activity, e.g. end user
                                                    queries and complaints.
                                   
                                   9.5.3.4.2        All account maintenance
                                                    activity, e.g., additions,
                                                    changes, issuance of orders
                                                    for Listings to USWC.
                                   
                                   9.5.3.4.3        Determining privacy
                                                    requirements and accurately
                                                    coding the privacy
                                                    indicators for ACI's end
                                                    user information.  If end
                                                    user information provided
                                                    by ACI to USWC does not
                                                    contain a privacy
                                                    indicator, no privacy
                                                    restrictions will apply.
                                           
                                   9.5.3.4.4        Any additional services
                                                    requested by ACI's end
                                                    users.
                                           
       9.6      BUSY LINE VERIFY AND BUSY LINE INTERRUPT SERVICES

                9.6.1    Busy Line Verification ("BLV") is performed when one
                         Party's end user requests assistance from the operator
                         bureau to determine if the called line is in use,
                         however, the operator bureau will not complete the call
                         for the end user initiating the BLV inquiry.  Only one
                         BLV attempt will be made per end user operator bureau
                         call, and a charge shall apply whether or not the
                         called party releases the line.
                         
                9.6.2    Busy Line Verification Interrupt ("BLVI") is performed
                         when one Party's operator bureau interrupts a telephone
                         call in progress after BLV has occurred.  The operator
                         bureau will interrupt the busy line and inform the
                         called party that there is a call waiting.  The
                         operator bureau will only interrupt the call and will
                         not complete the telephone call of the end user
                         initiating the BLVI request.  The operator bureau will
                         make only one BLVI attempt per end user operator
                         telephone call and the applicable charge applies
                         whether or not the called party releases the line.
                         
                9.6.3    The rates for Busy Line Verify and Busy Line Verify and
                         Interrupt are specified in Appendix A.
                         
                9.6.4    Each Party's operator bureau shall accept BLV and BLVI
                         inquiries from the operator bureau of the other Party
                         in order to allow transparent provision of BLV/BLVI
                         traffic between the Parties' networks.
                         
                9.6.5    Each Party shall route BLV/BLVI traffic inquiries over
                         separate direct trunks (and not the local/intraLATA
                         trunks) established between the Parties' respective
                         operator bureaus. 

                                                                        PAGE 63

<PAGE>

       9.7      TOLL AND ASSISTANCE OPERATOR SERVICES
       
                9.7.1    Description of Serice.
                         
                Toll and Assistance refers to functions end users associate
                with the "O" operator.  Subject to availability and capacity,
                access may be provided via operator services trunks purchased
                from USWC or provided by ACI via Collocation arrangements to
                route calls to ACI's platform.
                         
                9.7.2    Functions include:
                         
                         9.7.2.1   O-Coin, Automatic Coin Telephone Service
                                   (ACTS) - these functions complete coin calls,
                                   collect coins and provide coin rates.
                                   
                         9.7.2.2   Alternate Billing Services (ABS or O+
                                   dialing):  Bill to third party, Collect and
                                   Mechanized Credit Card System (MCCS).
                                   
                         9.7.2.3   O- or operator assistance which provides
                                   general assistance such as dialing
                                   instruction and assistance, rate quotes,
                                   emergency call completion and providing
                                   credit.
                                   
                         9.7.2.4   Automated Branding - ability to announce the
                                   carrier's name to the end user during the
                                   introduction of the call.
                                   
                         9.7.2.5   Rating Services - operators have access to
                                   tables that are populated with all toll rates
                                   used by the operator switch.
                                   
                9.7.3    Pricing for Toll and Assistance Operator Services shall
                         be determined on a case-by-case basis, upon request.
                         
                9.7.4    Interconnection to the USWC Toll and Assistance
                         Operator Services from an end office to USWC T/A is
                         technically feasible at three distinct points on the
                         trunk side of the switch.  The first connection point
                         is an operator services trunk connected directly to the
                         T/A host switch.  The second connection point is an
                         operator services trunk connected directly to a remote
                         T/A switch.  The third connection point is an operator
                         services trunk connected to a remote access tandem with
                         operator concentration capabilities.
                         
                9.7.5    Trunk provisioning and facility ownership will follow
                         the guidelines recommended by the Trunking and Routing,
                         IOF and Switch sub-teams.  All trunk interconnections
                         will be digital.
                         
                9.7.6    Toll and Assistance interconnection will require an
                         operator services type trunk between the end office and
                         the interconnection point on the USWC switch.

                                                                        PAGE 64

<PAGE>

                9.7.7    Connecting a position to the host system requires two
                         circuits (one voice and one data) per position on a T1
                         facility.
                         
                9.7.8    The technical requirements of operator services type
                         trunks and the circuits to connect the positions to the
                         host are covered in the OSSGR under Section 6
                         (Signaling) and Section 10 (System Interfaces) in
                         general requirements form.
                         
                9.7.9    Specific provisions regarding Operator Services will be
                         addressed in a separate agreement between the Parties.
       
       9.8      INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB)
       
                9.8.1    Description of Line Information Data Base (LIDB).
                         
                         Line information Data Base (LIDB) stores various line
                         numbers and Special Billing Number (SBN) data used by
                         operator services systems to process and bill calls. 
                         The operator services system accesses LIDB data to
                         provide origination line (calling number), billing
                         number and termination line (called number) management
                         functions.  LIDB is used for calling card validation,
                         fraud verification, preferred IC association with the
                         calling card, billing or service restrictions and the
                         sub-account information to be included on the call's
                         billing record.
                         
                9.8.2    Interfaces.
                         
                         Bellcore's GR-446-CORE defines the interface between
                         the administration system and LIDB including specific
                         message formats. (Bellcore's TR-NWP-000029, Section 10)
                         
                9.8.3    LIDB Access.
                         
                         9.8.3.1   All LIDB queries and responses from operator
                                   services systems and end offices are
                                   transmitted over a CCS network using a
                                   Signaling System 7 (SS7) protocol
                                   (TR-NWT-000246, Bell Communications Research
                                   Specification of Signaling System 7).
                                   
                         9.8.3.2   The application data needed for processing
                                   LIDB data are formatted as TCAP messages. 
                                   TCAP messages may be carried as an
                                   application level protocol using SS7
                                   protocols for basic message transport.
                                   
                         9.8.3.3   The SCP node provides all protocol and
                                   interface support.  ACI SS7 connections will
                                   be required to meet Bellcore's GR905.  TR954
                                   and USWC's Technical Publication 77342
                                   specifications.

                                                                        PAGE 65

<PAGE>

                         9.8.3.4   Non-USWC companies will submit LIDB updates
                                   via a manual fax process being developed. An
                                   electronic capability is being designed to
                                   allow ACI to add, update, and delete their
                                   line records.
                                   
                         9.8.3.5   It is currently USWC's policy to allow LIDB
                                   access to non-USWC companies through regional
                                   STPs.
                                   
                9.8.4     Pricing for LIDB access shall be determined
                          on a case-by-case basis and will be included
                          in a separate LIDB agreement between the
                          parties.

       9.9      ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY

                Each Party shall provide the other Party access to its poles,
                ducts, rights-of-way and conduits it controls on terms,
                conditions and prices comparable to those offered to any other
                entity pursuant to each Party's applicable tariffs and/or
                standard agreements.
       
       9.10     MISCELLANEOUS ANCILLARY SERVICES.
                
                Miscellaneous ancillary services will be addressed in separate
                agreements between the Parties.  These include, but are not
                limited to 800 and CMDS.
                         
                         
10.    ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)

       USWC is developing a proposal for access to its Operational Support
       Systems (OSS) to meet the requirements of the FCC's 1st and 2nd Orders
       and to provide ACI with electronic interfaces for pre-ordering,
       ordering, demand repairs and billing functions for Plain Old Telephone
       Services (POTS).  These interfaces will also have the necessary
       mediation to protect the integrity of the network as well as allay any
       privacy concerns for end user information.  The components described in
       this section are conceptual in nature and will be subject to change as
       the implementation process proceeds.  There will be charges associated
       with the introduction of the interface and ongoing access to OSS
       operations which will include an initial access fee and an ongoing
       charge as described more fully below.

       10.1     OPERATIONAL SYSTEMS INTERFACES - INTERFACE IMPLEMENTATION
                TIMETABLE
       
                USWC's initial operational systems interfaces have been
                deployed and will support Pre-ordering, Ordering, Provisioning
                and Repair capabilities for POTS (non-design) services and
                Billing capabilities for most USWC product offerings. 
                Subsequent phases of the plan incorporate the capabilities to
                support designed services for Pre-ordering, Ordering,
                Provisioning, and Maintenance and Repair. The specific features
                and functions are not discussed in this Agreement.

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       10.2     OSS INTERFACE DESIGN
       
                10.2.1   USWC will develop OSS interfaces using an electronic
                         gateway solution consistent with the design prescribed
                         by the FCC, Docket 96-98, FCC 96-325, paragraph 527. 
                         These gateways will act as a mediation or control point
                         between ACI's and USWC's Operations Systems. 
                         Additionally, these gateways will provide security for
                         the interface, protecting the integrity of the USWC
                         network and its databases.
                
                10.2.2   USWC proposes the use of the existing Electronic Data
                         Interchange ("EDI") standard for the transmission of
                         monthly local billing information.  EDI is an
                         established standard under the auspices of the American
                         National Standards Institute/Accredited Standards
                         Committee (ANSI/ASC) X12 Committee.  A proper subset of
                         this specification has been adopted by the
                         Telecommunications Industry Forum (TCIF) as the "811
                         Guidelines" specifically for the purposes of
                         telecommunications billing.  

                10.2.3   For the exchange of daily usage data, including third
                         party billed, collect, and card calls, USWC will use
                         the Bellcore EMR format for the records, using the
                         Network Data Mover ("NDM"), otherwise also known as the
                         Connect:Direct method to transmit the information to
                         carriers.

       10.3     ACCESSIBLE OSS FUNCTIONS
       
                10.3.1   Pre-ordering
                
                         "Pre-Ordering" refers to the set of activities whereby
                         a service representative dialogs with ACI in order to
                         obtain service availability.  In today's environment,
                         the pre-order process is performed in conjunction with
                         placing an order.  Packaged as a separate activity,
                         pre-order consists of the following functions:  verify
                         an address, check service availability, and return end
                         user service information.  USWC will provide on-line
                         capabilities to perform these functions.  These
                         functions are described as follows.
       
                         10.3.1.1  Address Verification 

                                   This transaction will verify the end user's
                                   address.
                                           
                                   If the address does not match USWC records,
                                   the AVR transaction will return "partial
                                   match" addresses and/or help as appropriate
                                   to assist ACI to properly identify the end
                                   user's address for verification.

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                                   Once the address is verified, the AVR
                                   transaction will return the valid address and
                                   the current status (working, non-working, or
                                   pending out) and the date the status was
                                   posted for each line at the address.
       
                                   If USWC does not have a record of the
                                   address, ACI will have to contact USWC to
                                   input the record before the order can be
                                   submitted.

                                   Note:
                                   
                                   10.3.1.1.1       No detailed facility
                                                    information (i.e., cable
                                                    pair) will be returned as
                                                    part of this transaction.

                                   10.3.1.1.2       Rural addresses will not be
                                                    supported.

                                   10.3.1.1.3       The AVQ/AVR transaction
                                                    attributes currently don't
                                                    reflect the attributes
                                                    required to support the
                                                    error scenarios.

                         10.3.1.2  Service Availability

                                   This transaction will return the list of
                                   products and services available for
                                   resale in the central office serving a
                                   particular end user address.  The
                                   USWC rates for the products and
                                   services will also be returned, but
                                   the ACI discount will not be applied.

                         10.3.1.3  End User Service Information Request

                                   Gives ACI the ability to request a listing of
                                   services and features USWC is currently
                                   providing to an end user and the rates USWC
                                   is charging for such services.

                         10.3.1.4  View/Update Service Query/Service Request
                                   Response

                                   Gives ACI the ability to view or update an
                                   existing Service Request (SR).
                                           
                         10.3.1.5  Store Service Request

                                   This transaction allows ACI to store a new or
                                   existing SR.
                                           
                                   This SR can be stored for the number of
                                   business days specified in USWC's methods and
                                   procedures before the SR must be submitted to
                                   USWC as a Work Order.

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                                   USWC will store the SR on-line until the
                                   associated Work Order is canceled by ACI or
                                   completed by USWC.
                                           
                10.3.2   Ordering

                         With the pre-ordering steps completed, the requisite
                         information will have been obtained from ACI and the
                         initiation of a service order can begin.  Submitting a
                         service order will result in the provisioning and
                         installation, if necessary, of an end user's service. 
                         The functional set required to order service is:  open
                         a service order, check facility availability, reserve
                         an appointment if technician work is required in the
                         field or at the end user's premises, reserve a
                         telephone number if appropriate, cancel a service
                         order, change a service order, send a firm order
                         confirmation, support for work order status queries,
                         and send notification of order completion.

                         10.3.2.1  Facility Availability

                                   For each new line requested, this transaction
                                   will indicate if existing facilities are
                                   available or if new facilities are required,
                                   and if a technician must be dispatched to
                                   provide the facilities requested at the end
                                   user's address.
                                   
                                   This transaction must be executed for any new
                                   line(s) requested.
                                           
                                   Note:

                                   10.3.2.1.1       This transaction does not
                                                    reserve facilities and does
                                                    not guarantee that
                                                    facilities will be
                                                    available when the work
                                                    order is submitted.

                                   10.3.2.1.2       USWC will automatically
                                                    execute this transaction as
                                                    part of order processing,
                                                    any time a new line or
                                                    transfer line is requested.

                         10.3.2.2  Telephone Number Availability

                                   Enables a telephone number (TN) to be
                                   assigned to a line.  ACI will be able to
                                   accept the TN or exchange the TN for two
                                   other TNs.  If the end user requests a
                                   specific number or a vanity number, ACI must
                                   call the USWC Number Assignment Center (NAC)
                                   and the request will be handled manually. 
                                   ACI will not have direct access to the
                                   telephone number assignment system.

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                         10.3.2.3  Exchange Telephone Numbers/Response

                                   Enables ACI to exchange the TN returned by
                                   the Telephone Number Availability Transaction
                                   for two more TNs.  ACI must select one of the
                                   three TNs to proceed with the Work Order.
                         
                         10.3.2.4  Return Telephone Numbers

                                   Enables ACI to reject the TNs returned by the
                                   Telephone Number Availability transaction and
                                   the TNs will be returned to the pool.

                         10.3.2.5  Telephone Number Accept

                                   Allows ACI to reserve one telephone number
                                   returned by the Telephone Number Availability
                                   transaction for a period of one (1) day so
                                   that the end user can be informed of the
                                   TN(s) prior to the actual submission of a
                                   Work Order.  The Work Order must be submitted
                                   before the TN expires, otherwise the TN will
                                   be returned to the available pool of TNs.

                         10.3.2.6  Appointment Availability

                                   Allows ACI to select an appointment from a
                                   calendar of available appointments.  ACI will
                                   not have direct access to the system but USWC
                                   will automatically execute this transaction
                                   after the Work Order has been submitted and a
                                   technician must be dispatched.

                         10.3.2.7  Appointment Reservation

                                   Enables ACI to reserve an available
                                   appointment after the appointment
                                   availability calendar has been returned to
                                   ACI by USWC.  USWC will return a confirmation
                                   number.
                                           
                         10.3.2.8  Work Order/Firm Order Completion

                                   The work order provides the information and
                                   actions required for USWC to provision
                                   products, services and features.  This
                                   transaction will also be used to cancel and
                                   change existing work orders.  The information
                                   contained in a work order identifies ACI, the
                                   end user desired due date, the service being
                                   requested, the order type (only change and
                                   migration to ACI), POA (Proof of
                                   Authorization), class of service, telephone
                                   number and additional information 

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                                   needed to successfully provision the
                                   requested service to the end user.
                                           
                                   Once a work order is accepted by USWC, the
                                   assigned service order number will be
                                   returned to ACI.  This may not happen in real
                                   time.  ACI can then use the service order
                                   number to status the work order.  Firm Order
                                   Confirmation means that USWC has received the
                                   order and assigned an order number for
                                   tracking.  It does not mean that edits have
                                   been applied, so errors may still exist on
                                   the order.

                         10.3.2.9  Status Query/Response

                                   This transaction will allow ACI to obtain the
                                   status of a work order.  USWC will return the
                                   current status, remarks and due date for
                                   specified work order.
                                           
                                   Note:  This status request is issued by ACI
                                   on demand.  Real Time Order Completion and
                                   Jeopardy Notification is not proactively
                                   issued by USWC.

                         10.3.2.10 Order Completion Report
                         
                                   Provides ACI with a daily (Monday - Saturday)
                                   report, electronically, that identifies all
                                   work orders that were completed by USWC on
                                   that date.  This report is called the
                                   Co-Provider Completion Report.

                10.3.3.  Repair

                         Repair functions allow ACI to report trouble with
                         communications circuits and services provided by USWC. 
                         The functions, processes and systems used in repair are
                         based on a Trouble Report (TR), which is an electronic
                         document maintained in one or more Operations Systems. 
                         A TR contains information about the end user, the
                         trouble, the status of the work on the trouble and the
                         results of the investigation and resolution efforts.
                         These business processes have been summarized and will
                         be made available to ACI in the following functional
                         set:  open a trouble report, cancel a trouble report,
                         send notification of status change and close a trouble
                         report.

                         10.3.3.1  Verify Request

                                   This transaction will be used to verify
                                   vertical features the end user currently
                                   owns.  Technical discussions (e.g., 

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                                   Security) are currently ongoing within USWC
                                   as to how to provide this capability.

                         10.3.3.2  Open Trouble Report 
                                   
                                   Gives ACI the capability to open a TR with
                                   USWC.
                                   
                         10.3.3.3  Open Trouble Report Response

                                   Gives ACI the capability to the Open TR
                                   request and contains information about the TR
                                   that ACI needs to track or to convey to ACI's
                                   end user.

                         10.3.3.4  Completion Notification

                                   Provides notification to ACI that a TR has
                                   been closed because the trouble was resolved.

                         10.3.3.5  Cancel Trouble Report Instruction

                                   Allows ACI to cancel a previously opened TR.
                                   
                         10.3.3.6  Status Change Notification
                         
                                   Provides notification to ACI that the status
                                   of a previously opened TR has changed.
       
       10.4     BILLING INTERFACES
       
                USWC offers interfaces for the exchange of several types of
                billing data:
       
                         -         Monthly Billing Information,
                         -         Daily Usage Data,
                         -         Local Account Maintenance Report,
                         -         Centralized Message Distribution System
                                   (CMDS) messages, 
                         -         Routing of in-region intraLATA collect,
                                   calling card, and third number billed
                                   messages.

                10.4.1   Monthly Billing Information

                         Includes all connectivity charges, credits, and
                         adjustments related to network elements and
                         USWC-provided local service. 

                10.4.2   Daily Usage Data 
                
                         The accumulated set of call information for a given day
                         as captured, or "recorded," by the network switches. 
                         USWC will 

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                         provide this data to ACI with the same level of
                         precision and accuracy it provides itself. Such
                         precision cannot and will not exceed the current
                         capabilities of the software in the switches today. 

                10.4.3   Local Account Maintenance Report

                         The list of phone numbers to which the carrier is no
                         longer providing service since the last report. 

                10.4.4   Centralized Message Distribution System ("CMDS")

                         Distribution of CMDS messages for ACI end users.  

                10.4.5   Routing of In-region IntraLATA Collect, Calling Card,
                         and Third Number Billed Messages
                
                         USWC will distribute in-region intraLATA collect,
                         calling card, and third number billed messages to ACI
                         and exchange with other Co-Providers operating in
                         region in a manner consistent with existing
                         inter-company processing agreements.  Whenever the
                         daily usage information is transmitted to a carrier, it
                         will contain the records for these types of calls as
                         well.

       10.5     Compensation
                
                10.5.1   Compensation for OSS access will consist of an initial
                         access fee which will be determined based on the
                         specific access engineered and implemented for ACI and
                         is a function of the numbers of ACI business office and
                         repair service representatives accessing the system. 
                         The fee will include costs for hardware (if purchased
                         through USWC), software (which must be purchased
                         through USWC), telecommunications links and labor
                         incurred to establish the interfaces to USWC's OSS for
                         ACI.  The costs will be substantiated by purchasing
                         invoices for the communications and computing hardware
                         and software, and by time reports for the labor
                         expended in their design and implementation.  Labor
                         will be billed at the prevailing rates for contract
                         labor for similar services.  USWC will bill ACI in a
                         nondiscriminatory manner for OSS based on approved
                         prices.  USWC will work cooperatively with ACI to
                         establish a payment schedule for true-up of OSS prices
                         from the time OSS is established to the time OSS is
                         approved.
                         
                10.5.2   The ongoing charge will be billed at a rate to be
                         specified by the Commission at the completion of an
                         appropriate cost study hearing.

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11.    RESALE

       11.1     DESCRIPTION

                11.1.1   USWC Basic Exchange Telecommunications Service and
                         Basic Exchange Switched Features (as defined in Section
                         3) and IntraLATA Toll originating from USWC exchanges
                         will be available for resale from USWC pursuant to the
                         Act and will reference terms and conditions (except
                         prices) in USWC tariffs, where applicable.  Appendix A
                         lists services which are available for resale under
                         this Agreement and applicable discounts.

                11.1.2   The Parties agree that, at this time, certain USWC
                         services are not available for resale under this
                         Agreement and certain other USWC services are available
                         for resale but at no discount, as identified in
                         Appendix A or in individual state tariffs.  The
                         availability of services and applicable discounts
                         identified in Appendix A or in individual tariffs are
                         subject to change pursuant to the Rates and Charges
                         sub-section of this Resale section.

                11.1.3   The scope of restrictions in 11.1.1 and 11.1.2 are
                         subject to the state rules and decisions.

       11.2     SCOPE

                11.2.1   Basic Exchange Telecommunications Service, Basic
                         Exchange Switched Features and IntraLATA Toll may be
                         resold only for their intended or disclosed use and
                         only to the same class of end user to which USWC sells
                         such services e.g., residence service may not be resold
                         to business end users.

                11.2.2   USWC shall provide to ACI services for resale that are
                         equal in quality, subject to the same conditions
                         (including the conditions in USWC's effective tariffs),
                         within provisioning time intervals that are
                         substantially equal to the intervals USWC provides
                         these services to others, including its end users, and
                         in accordance with any applicable state Commission
                         service quality standards, including standards a state
                         Commission may impose pursuant to Section 252 (e)(3) of
                         the Act.

       11.3     ORDERING AND MAINTENANCE

                11.3.1   ACI, or ACI's agent, shall act as the single point of
                         contact for its end users' service needs, including
                         without limitation, sales, service design, order
                         taking, provisioning, change orders, training,
                         maintenance, trouble reports, repair, post-sale
                         servicing, billing, collection and inquiry.  ACI shall
                         make it clear to its end users that

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                         they are end users of ACI for resold services.  ACI's
                         end users contacting USWC will be instructed to contact
                         ACI; however, nothing in this Agreement, except as
                         provided below, shall be deemed to prohibit USWC from
                         discussing its products and services with ACI's end
                         users who call USWC for any reason.

                11.3.2   ACI shall transmit to USWC all information necessary
                         for the installation (billing, listing and other
                         information), repair, maintenance and post-installation
                         servicing according to USWC's standard procedures, as
                         described in the USWC resale operations guide that will
                         be provided to ACI.  When USWC's end user or the end
                         user's new service provider discontinues the end user's
                         service in anticipation of moving to another service
                         provider, USWC will render its closing bill to the end
                         user effective with the disconnection.  If USWC is not
                         the local service provider, USWC will issue a bill to
                         ACI for that portion of the service provided to ACI
                         should ACI's end user, a new service provider, or ACI
                         request service be discontinued to the end user.  USWC
                         will notify ACI by FAX, OSS, or other processes when an
                         end user moves to another service provider.  USWC will
                         not provide ACI with the name of the other Reseller or
                         service provider selected by the end user.  The Parties
                         agree that they will not transfer to each other their
                         respective end users whose accounts are in arrears.
                         The Parties further agree that they will work
                         cooperatively together to develop the standards and
                         processes applicable to the transfer of such accounts.

                11.3.3   ACI shall provide USWC and USWC shall provide ACI with
                         points of contact for order entry, problem resolution
                         and repair of the resold services.

                11.3.4   Prior to placing orders on behalf of the end user, ACI
                         shall be responsible for obtaining and have in its
                         possession Proof of Authorization ("POA").  POA shall
                         consist of documentation acceptable to USWC of the end
                         user's selection of ACI.  Such selection may be
                         obtained in the following ways:

                         11.3.4.1  The end user's written Letter of
                                   Authorization or LOA.

                         11.3.4.2  The end user's electronic authorization by
                                   use of an 800 number,

                         11.3.4.3  The end user's oral authorization verified by
                                   an independent third party (with third party
                                   verification as POA).

                         11.3.4.4  A prepaid returnable postcard supplied by ACI
                                   which has been signed and returned by end
                                   user.  ACI will wait 

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                                   fourteen (14) business days after mailing
                                   the postcard before placing an order to 
                                   change.

                11.3.5   ACI shall make POAs available to USWC upon request.
                         Prior to placing orders that will disconnect a line
                         from another Reseller's account ACI is responsible for
                         obtaining all information needed to process the
                         disconnect order and re-establish the service on behalf
                         of the end user.  Should an end user dispute or a
                         discrepancy arise regarding the authority of ACI to act
                         on behalf of the end user, ACI is responsible for
                         providing written evidence of its authority to USWC
                         within three (3) business days.  If there is a conflict
                         between the end user designation and ACI's written
                         evidence of its authority, USWC shall honor the
                         designation of the end user and change the end user
                         back to the previous service provider.  If ACI does not
                         provide the POA within three (3) business days, or if
                         the end user disputes the authority of the POA, then
                         the ACI must, by the end of the third business day:

                         11.3.5.1  notify USWC to change the end user back to
                                   the previous Reseller or service provider,
                                   and

                         11.3.5.2  provide any end user information and billing
                                   records ACI has obtained relating to the end
                                   user to the previous Reseller, and

                         11.3.5.3  notify the end user and USWC that the change
                                   has been made, and

                         11.3.5.4  remit to USWC a charge of $100.00  ("slamming
                                   charge") as compensation for the change back
                                   to the previous Reseller or service provider.

                11.3.6   If an end user is switched from ACI back to USWC and
                         there is a dispute or discrepancy with respect to such
                         change in service provider, ACI may request to see a
                         copy of the POA which USWC has obtained from the end
                         user to effectuate a return to USWC as the end user's
                         service provider.  If USWC is unable to produce a POA
                         within three (3) business days, USWC shall change the
                         end user back to ACI (or other previous Reseller)
                         without imposition of any Customer Transfer Charge.

                11.3.7   ACI shall designate the Primary Interexchange Carrier
                         (PIC) assignments on behalf of its end users for
                         interLATA services and intraLATA services when
                         intraLATA presubscription is implemented.

                11.3.8   When end users switch from USWC to ACI, or to ACI from
                         any other Reseller, such end users shall be permitted
                         to retain their

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                         current telephone numbers if they so desire and do not
                         change their service address to an address served by a
                         different central office.  USWC shall take no action to
                         prevent ACI end users from retaining their current
                         telephone numbers.

                11.3.9   ACI and USWC will employ the procedures for handling
                         misdirected repair calls as specified in the
                         Coordinated Repair Calls section of this Agreement.

       11.4     ACI RESPONSIBILITIES

                11.4.1   ACI must send USWC complete and accurate end-user
                         listing information for Directory Assistance, Directory
                         Listings, and 911 Emergency Services using USWC's
                         resale order form and process.  ACI must provide to
                         USWC accurate end-user information to ensure
                         appropriate listings in any databases in which USWC is
                         required to retain and/or maintain end-user
                         information.  USWC assumes no liability for the
                         accuracy of information provided by ACI.

                11.4.2   ACI may not reserve blocks of USWC telephone numbers,
                         except as allowed by tariffs.

                11.4.3   ACI is liable for all fraud associated with service to
                         its end-users and accounts.  USWC takes no
                         responsibility, will not investigate, and will make no
                         adjustments to ACI's account in cases of fraud unless
                         such fraud is the result of any intentional act or
                         gross negligence of USWC.  Notwithstanding the above,
                         if USWC becomes aware of potential fraud with respect
                         to ACI's accounts, USWC will promptly inform ACI and,
                         at the direction of ACI, take reasonable action to
                         mitigate the fraud where such action is possible.

                11.4.4   In accordance with the Act, ACI will indicate the date
                         it will offer to residential and business subscribers
                         telephone exchange services.  ACI will provide a three
                         year forecast within ninety (90) business days of
                         signing this Agreement.  During the first year of the
                         term of this Agreement, the forecast shall be updated
                         and provided to USWC on a quarterly basis.  Thereafter,
                         during the term of this Agreement ACI will provide
                         updated forecasts from time to time, as requested by
                         USWC.  The initial forecast will provide:

                         -         The date service will be offered (by city
                                   and/or state)
                         -         The type and quantity of service(s) which
                                   will be offered
                         -         ACI's anticipated order volume
                         -         ACI's key contact personnel

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                         The information provided pursuant to this paragraph
                         shall be considered Proprietary Information under the
                         Nondisclosure section of this Agreement.

                11.4.5   In the event USWC terminates the provisioning of any
                         resold services to ACI for any reason, including
                         disconnection of ACI for failure to make payment as
                         required herein, ACI shall be responsible for providing
                         any and all necessary notice to its end users of the
                         termination.  In no case shall USWC be responsible for
                         providing such notice to ACI's end users.  USWC will
                         provide notice to ACI of USWC's termination of a resold
                         service on a timely basis consistent with Commission
                         rules and notice requirements.

       11.5     RATES AND CHARGES

                11.5.1   Resold services as listed in Appendix A are available
                         for resale at the applicable discount percentage or
                         rate per minute set forth in Appendix A or at the
                         retail tariff rates for services available for resale
                         but excluded from the wholesale pricing arrangement in
                         this Agreement.

                         However, state Commissions may do any of the following
                         (collectively referred to hereinafter as "Order")
                         during the term of this Agreement:

                         -         establish wholesale discount rates through
                                   decisions in arbitration, interconnection
                                   and/or resale cost proceedings;
                         -         establish other recurring and nonrecurring
                                   rates related to resale, including but not
                                   limited to Customer Transfer Charges and
                                   Slamming Charges ("Other Resale Charges");
                                   and
                         -         order that certain services be made available
                                   for resale at specified wholesale discount
                                   rates.

                         If a state Commission orders services to be available
                         for resale, the Parties agree that they will, on a
                         state-by-state basis, revise Appendix A to incorporate
                         the services determined by such Order into this
                         Agreement, effective on the date ordered by a
                         Commission.  When a state Commission, through a
                         decision in arbitration, identifies services that must
                         be available for resale at wholesale discount rates,
                         such decision shall be deemed to have defined that such
                         services are generally available to Resellers in that
                         state.  If a state Commission establishes wholesale
                         discount rates and Other Resale Charges to be made
                         generally available to Resellers or establishes a
                         resale tariff, the Parties agree that they will, on a
                         state-by-state basis, revise Appendix A to incorporate

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                         such wholesale discount rates and/or Other Resale
                         Charges into this Agreement effective on the date
                         ordered by a Commission; provided, however, that USWC
                         shall have a reasonable time to implement system or
                         other changes necessary to bill the Commission ordered
                         rates or charges.

                         The rates for those resold services initially included
                         in the wholesale pricing arrangement under this
                         Agreement shall be subject to true-up to the wholesale
                         discount rates established by a Commission Order making
                         such rates generally available to Resellers or
                         established by a resale tariff, retroactively to the
                         effective date of this Agreement. Any true-up shall be
                         on a service-by-service basis if wholesale discount
                         rates are established by a Commission on such a basis.

                         Services excluded from the wholesale pricing
                         arrangement under this Agreement as identified in
                         Appendix A, shall be made available on a going forward
                         basis from the date of a Commission Order that orders
                         such services be made generally available to any
                         Reseller in the state where such a Commission Order is
                         issued.  Such services shall be available at the
                         discount rate applicable to basic exchange business
                         service identified in Appendix A; provided, however,
                         that when a Commission Order establishes wholesale
                         discount rates for such services as generally available
                         to Resellers, Appendix A shall be revised to
                         incorporate the wholesale discount rates generally
                         available to Resellers.

                         If a state Commission fails to issue such an Order or
                         make effective such a tariff by the end of the first
                         year of this Agreement, either USWC or ACI may elect to
                         renegotiate this Section of the Agreement.

                11.5.2   If the resold services are purchased pursuant to
                         Tariffs and the Tariff rates change, charges billed to
                         ACI for such services will be based upon the new Tariff
                         rates less the applicable wholesale discount as agreed
                         to herein or established by resale Tariff.  The new
                         rate will be effective upon the Tariff effective date.

                11.5.3   A Customer Transfer Charge (CTC) as specified in
                         Appendix A applies when transferring any existing
                         account or lines to ACI. Tariffed, non-recurring
                         charges will apply to new installations.

                11.5.4   A Subscriber Line Charge (SLC) will continue to be paid
                         by ACI without discount for each local exchange line
                         resold under this Agreement.  All federal and state
                         rules and regulations associated with SLC as found in
                         the applicable tariffs also apply.

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                11.5.5   ACI will pay to USWC the PIC change charge without
                         discount associated with ACI end user changes of
                         inter-exchange or intraLATA carriers.

                11.5.6   ACI agrees to pay USWC when its end user activates any
                         services or features that are billed on a per use or
                         per activation basis subject to the applicable discount
                         in Appendix A as such may be amended pursuant to
                         Section 11.5.1 above (e.g., continuous redial, last
                         call return, call back calling, call trace, etc.).

                11.5.7   Resold services are available only where facilities
                         currently exist and are capable of providing such
                         services without construction of additional facilities
                         or enhancement of existing facilities; provided
                         however, that any loop facilities serving Co-Provider's
                         end-user(s) at the time of the end-user(s) switch to
                         Co-Provider shall be considered "existing" and
                         "capable" to allow Co-Provider to offer resold services
                         to that end-user(s).  However, if ACI requests that
                         facilities be constructed or enhanced to provide resold
                         services, USWC will review such requests on a
                         case-by-case basis and determine, in its sole
                         discretion, if it is economically feasible for USWC to
                         build or enhance facilities.  If USWC decides to build
                         or enhance the requested facilities, USWC will develop
                         and provide to ACI a price quote for the construction.
                         If the quote is accepted, ACI will be billed the quoted
                         price and construction will commence after receipt of
                         payment.

                11.5.8.  Nonrecurring charges will not be discounted and will be
                         billed at the applicable Tariff rates.

                11.5.9   As a part of the resold line, USWC provides and ACI
                         accepts, at this time, operator services, directory
                         assistance, and intraLATA long distance with standard
                         USWC branding. ACI is not permitted to alter the
                         branding of these services in any manner when the
                         services are a part of the resold line without the
                         prior written approval of USWC.  However, at the
                         request of ACI and where technically feasible, USWC
                         will rebrand operator services and directory assistance
                         in ACI's name, provided the costs associated with such
                         rebranding are paid by ACI.

       11.6     COLLATERAL AND TRAINING

                The Parties will jointly develop procedures regarding ACI's use
                of USWC's retail product training materials.  Except for any
                rights granted by USWC to ACI for the use or copying of product
                training material, product training provided under this
                Agreement shall be considered "Proprietary Information" as
                described in this Agreement, and shall be subject to the terms
                and conditions specified therein.

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       11.7     DIRECTORY LISTINGS

                USWC will accept at no charge one primary listing for each main
                telephone number belonging to ACI's end user based on end user
                information provided to USWC by ACI.  USWC will place ACI's
                listings in USWC's directory listing database for directory
                assistance purposes and will make listings available to
                directory publishers and to other third parties.  Additional
                terms and conditions with respect to directory listings are
                described in the Ancillary Services and Arrangements section of
                this Agreement.

       11.8     BILLING

                11.8.1.  USWC shall bill ACI and ACI is responsible for all
                         applicable charges for the resold services as provided
                         herein.  ACI shall also be responsible for all tariffed
                         charges and charges separately identified in this
                         Agreement associated with services that ACI resells to
                         an end user under this Agreement.

                11.8.2   USWC shall provide ACI, on a monthly basis, within 7-10
                         business days of the last day of the most recent
                         billing period, in an agreed upon standard electronic
                         billing format, billing information including (1) a
                         summary bill, and (2) individual end user sub-account
                         information consistent with the samples provided to ACI
                         for ACI to render end user bills indicating all
                         recurring and nonrecurring charges associated with each
                         individual end user's account for the most recent
                         billing period.

       11.9     DEPOSIT

                11.9.1   USWC may require ACI to make a suitable deposit to be
                         held by USWC as a guarantee of the payment of charges.
                         Any deposit required of an existing Reseller is due and
                         payable within ten business days after the requirement
                         is imposed.  The amount of the deposit shall be the
                         estimated charges for the resold service which will
                         accrue for a two-month period.

                11.9.2   When the service is terminated, or when ACI has
                         established satisfactory credit, the amount of the
                         initial or additional deposit, with any interest due as
                         set forth in applicable Tariffs, will, at ACI's option,
                         either be credited to ACI's account or refunded.
                         Satisfactory credit for a Reseller is defined as twelve
                         consecutive months service as a Reseller without a
                         termination for nonpayment and with no more than one
                         notification of intent to terminate service for
                         nonpayment.  Interest on the deposit shall be
                         accumulated by USWC at a rate equal to the federal
                         discount rate, as published in the Wall Street Journal
                         from time to time.

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       11.10    PAYMENT

                11.10.1  Amounts payable under this Resale Section are due and
                         payable within thirty (30) calendar days after the bill
                         date of USWC's invoice.  During the initial three
                         billing cycles of this Agreement, ACI and USWC agree
                         that undisputed amounts shall be paid as provided
                         herein.  ACI and USWC further agree that, during said
                         three billing cycle period, they will cooperate to
                         resolve amounts in dispute or billing process issues in
                         a timely manner but no later than sixty (60) business
                         days after the bill date of USWC's invoice or
                         identification and notice of the billing process issue.
                         Disputed amounts will be paid within thirty (30)
                         business days following resolution of the dispute.

                11.10.2  After the three (3) month period outlined above, ACI
                         will pay the bill in full within 30 calendar days after
                         the bill date of the invoice.  Billing disputes will be
                         processed and jointly resolved.  Any disputed amounts
                         that USWC remits to ACI will be credited on the next
                         billing cycle including an interest credit of 1.5% per
                         month compounded.

                11.10.3  A late payment charge of 1.5% applies to all billed
                         balances which are not paid by 30 calendar days after
                         the bill date shown on the invoice. USWC agrees,
                         however, that the application of this provision will be
                         suspended for the initial three billing cycles of this
                         Agreement and will not apply to amounts billed during
                         those three cycles.

                11.10.4  USWC may discontinue processing orders for the failure
                         by ACI to make full payment for the resold services
                         provided under this Agreement within thirty (30)
                         calendar days of the due date on ACI's bill.  USWC
                         agrees, however, that the application of this provision
                         will be suspended for the initial three billing cycles
                         of this Agreement and will not apply to amounts billed
                         during those three cycles.

                11.10.5  USWC may disconnect for the failure by ACI to make full
                         payment for the resold services provided under this
                         Agreement within sixty (60) calendar days of the due
                         date on ACI's bill.  ACI will pay the Tariff charge
                         required to reconnect each end user line disconnected
                         pursuant to this paragraph.  USWC agrees, however, that
                         the application of this provision will be suspended for
                         the initial three billing cycles of this Agreement and
                         will not apply to amounts billed during those three
                         cycles.

                11.10.6  Collection procedures and the requirements for deposit
                         are unaffected by the application of a late payment
                         charge.

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                11.10.7  USWC shall credit ACI's account the amount due for any
                         trouble or out-of-service conditions in the same manner
                         that USWC credits the accounts of its own end users and
                         pursuant to any applicable provisions in USWC's
                         Tariffs.  USWC shall reflect the amount of such credits
                         on an individual end user telephone number basis in the
                         billing information USWC provides ACI.

                11.10.8  In the event billing disputes relate to service quality
                         issues, the dispute shall be referred to the USWC
                         account executive assigned to ACI who will evaluate the
                         facts and circumstances of the service quality issues
                         and will work with ACI to resolve the dispute.


12.    ACCESS TO TELEPHONE NUMBERS

       12.1     NUMBER RESOURCES ARRANGEMENTS.

                12.1.1   Nothing in this Agreement shall be construed in any
                         manner to limit or otherwise adversely impact either
                         Party's right to the request and assignment of any NANP
                         number resources including, but not limited to, central
                         office (NXX) codes pursuant to the Central Office Code
                         Assignment Guidelines (last published by the Industry
                         Numbering Committee ("INC") as INC 95-0407-008,
                         Revision 4/19/96, formerly ICCF 93-0729-010).

                12.1.2   To the extent USWC serves as Central Office Code
                         Administrator for a given region, USWC will support all
                         ACI requests related to central office (NXX) code
                         administration and assignments in the manner required
                         and consistent with the Central Office Code Assignment
                         Guidelines.

                12.1.3   The Parties will comply with code administration
                         requirements as prescribed by the Federal
                         Communications Commission, the Commission, and accepted
                         industry guidelines.

                12.1.4   It shall be the responsibility of each Party to program
                         and update its own switches and network systems
                         pursuant to the Local Exchange Routing Guide (LERG)
                         guidelines to recognize and route traffic to the other
                         Party's assigned NXX codes at all times.  Neither Party
                         shall impose any fees or charges whatsoever on the
                         other Party for such activities. The Parties will
                         cooperate to establish procedures to ensure the timely
                         activation of NXX assignments in their respective
                         networks.

                12.1.5   Each Party shall be responsible for notifying its end
                         users of any changes in numbering or dialing
                         arrangements to include changes such as the
                         introduction of new NPAs or new NXX codes.

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                12.1.6   Until an impartial entity is appointed to administer
                         telecommunications numbering and to make such numbers
                         available on an equitable basis, USWC will assign NXX
                         codes to ACI in accordance with national guidelines at
                         no charge.

                12.1.7   Each Party is responsible for administering NXX codes
                         assigned to it.  Each Party is responsible for
                         obtaining LERG listings of CLLI codes assigned to its
                         switches.  Each Party shall use the LERG published by
                         Bellcore or its successor for obtaining routing
                         information and shall provide all required information
                         to Bellcore for maintaining the LERG in a timely
                         manner.

13.    DIALING PARITY

       The Parties shall provide Dialing Parity to each other as required under
       Section 251(b)(3) of the Act. This Agreement does not impact either
       Party's ability to default IntraLATA Toll via a specific dialing pattern
       until otherwise required by the Act.

14.    U S WEST DEX ISSUES

       USWC and ACI agree that certain issues, such as yellow page advertising,
       directory distribution, access to call guide pages, yellow page
       listings, will be the subject of negotiations between ACI and directory
       publishers, including U S WEST Dex.  USWC acknowledges that ACI may
       request USWC to facilitate discussions between ACI and U S WEST Dex.

15.    ACCESS TO DATABASES

       In accordance with Section 271 of the Act, USWC shall provide ACI with
       interfaces to access USWC's databases and associated signaling necessary
       for the routing and completion of ACI traffic.  Except where otherwise
       specified, access to such databases, and the appropriate interfaces,
       shall be requested by ACI via a Bona Fide Request.

16.    NOTICE OF CHANGES

       If a Party makes a change in its network which it believes will
       materially affect the inter-operability of its network with the other
       Party, the Party making the change shall provide advance notice of such
       change to the other Party in accordance with the applicable FCC
       regulations.

17.    REFERRAL ANNOUNCEMENT

       When an end user changes from USWC to ACI, or from ACI to USWC, and does
       not retain its original main/listed telephone number, the Party formerly
       providing service to the end user will provide a transfer of service
       announcement on the abandoned telephone number.  Each Party will provide
       this referral service consistent with its Tariff.

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       This announcement will provide details on the new number that must be
       dialed to reach this end user.

18.    COORDINATED REPAIR CALLS

       18.1     ACI and USWC will employ the following procedures for handling
                misdirected repair calls;

                18.1.1   ACI and USWC will provide their respective end users
                         with the correct telephone numbers to call for access
                         to their respective repair bureaus.

                18.1.2   End users of ACI shall be instructed to report all
                         cases of trouble to ACI.  End users of USWC shall be
                         instructed to report all cases of trouble to USWC.

                18.1.3   To the extent the correct provider can be determined,
                         misdirected repair calls will be referred to the proper
                         provider of Basic Exchange Telecommunications Service.

                18.1.4   ACI and USWC will provide their respective repair
                         contact numbers to one another on a reciprocal basis.

                18.1.5   In responding to repair calls, neither Party shall make
                         disparaging remarks about each other, nor shall they
                         use these repair calls as the basis for internal
                         referrals or to solicit end users to market services.
                         Either Party may respond with accurate information in
                         answering end user questions.


19.    BONA FIDE REQUEST PROCESS

       19.1     Any request for Interconnection or access to an unbundled
                Network Element that is not already available as described
                herein shall be treated as a Bona Fide Request (BFR).  USWC
                shall use the BFR Process to determine the terms and timetable
                for providing the requested Interconnection or access to
                unbundled Network Elements, if available, and the technical
                feasibility of new/different points of Interconnection.  USWC
                will administer the BFR Process in a non-discriminatory manner.

       19.2     A BFR shall be submitted in writing and on the appropriate USWC
                form for BFRs.  The Parties will work together to prepare the
                BFR form.  The form will request, and ACI will need to provide,
                at a minimum: (a) a technical description of each requested
                Network Element or new/different points of Interconnection; (b)
                the desired interface specification; (c) each requested type of
                Interconnection or access; (d) a statement that the
                Interconnection or Network Element will be used to provide a
                telecommunications service; (e) the quantity requested; (f) the
                specific location requested; (g) if the requested unbundled
                Network Element is a

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                proprietary element as specified in Section 251(d)(2) of the
                Act, ACI must submit documentation that demonstrates that
                access to such Network Element is necessary, that the failure
                to provide access to such Network Element would impair the
                ability of ACI to provide the services that it seeks to offer,
                and that ACI's ability to compete would be significantly
                impaired or thwarted without access to such requested
                proprietary element; and (h) if the requested unbundled Network
                Element is a non-proprietary element as specified in Section
                251(d)(2) of the Act, ACI must submit documentation that
                demonstrates that denial of access to such unbundled
                non-proprietary Network Element would decrease the quality or
                increase the cost of the service sought to be offered by ACI.

       19.3     Within two (2) business days of its receipt, USWC shall
                acknowledge receipt of the BFR and in such acknowledgment
                advise ACI of missing information, if any, necessary to process
                the BFR.  Thereafter, USWC shall promptly advise ACI of the
                need for any additional information that will facilitate the
                analysis of the BFR.  The Parties may mutually agree to
                conference calls or face-to-face meetings at mutually agreeable
                times to discuss information necessary to process the BFR.
                USWC will consider any previous BFRs in the evaluation of the
                BFR in progress to make best efforts to shorten response times
                and, to the extent possible, avoid duplicate work.  USWC will
                provide BFR status to ACI every ten (10) business days.

       19.4     Within 30 calendar days of its receipt of the BFR and all
                information necessary to process it, USWC shall provide to ACI
                a preliminary analysis of the BFR.  The preliminary analysis
                shall specify USWC's conclusions as to whether or not the
                requested Interconnection or access to an unbundled Network
                Element complies with the unbundling requirements set forth
                above.

                19.4.1   If USWC determines during the 30 day period that a BFR
                         does not qualify as a Network Element or
                         Interconnection that is required to be provided under
                         the Act, USWC shall advise ACI as soon as reasonably
                         possible of that fact, and USWC shall promptly, but in
                         no case later than ten calendar days after making such
                         a determination, provide a written report setting forth
                         the basis for its conclusion.

                19.4.2   If USWC determines during the thirty day period that
                         the BFR qualifies under the Act, it shall notify ACI in
                         writing of such determination within ten calendar days.

                19.4.3   As soon as feasible, but in any case within 90 calendar
                         days after USWC notifies ACI that the BFR qualifies
                         under the Act, USWC shall provide to ACI a BFR quote.
                         The BFR quote will include, at a minimum, a description
                         of each Interconnection and Network Element, the
                         quantity to be provided, any interface specifications,
                         and the applicable rates (recurring and nonrecurring)
                         including the separately stated development costs and
                         construction charges of

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                         the Interconnection or the Network Elements and any
                         minimum volume and term commitments required.
                         Additionally, USWC shall notify ACI of any laboratory
                         testing, field testing, or joint field testing that may
                         be required for technical feasibility.  As needed, the
                         Parties will mutually agree to test schedules.  Testing
                         costs will be identified.

       19.5     A BFR quote will remain valid for thirty (30) calendar days.
                Minimum volume and term commitments may be applicable.  Upon
                thirty (30) calendar days, ACI must advise USWC, in writing, to
                cancel, proceed, or invoke dispute resolution as described in
                this Agreement.

       19.6     ACI may cancel the BFR request any time.  USWC reserves the
                right to bill reasonable cancellation charges.  ACI will pay
                USWC reasonable development costs incurred in providing the
                Interconnection or Network Element to the extent that those
                development costs are not otherwise amortized.  Volume and term
                commitments will be considered.

       19.7     If either Party believes that the other Party is not
                requesting, negotiating or processing any BFR in good faith, or
                disputes a determination, or quoted price or cost, it may seek
                arbitration pursuant to the Dispute Resolution provision of
                this Agreement.


20.    AUDIT PROCESS

       20.1     "Audit" shall mean the comprehensive review of:

                20.1.1   Data used in the billing process for services performed
                         and facilities provided under this Agreement; and

                20.1.2   Data relevant to provisioning and maintenance for
                         services performed or facilities provided by either of
                         the Parties for itself or others that are similar to
                         the services performed or facilities provided under
                         this Agreement for Interconnection or access to
                         unbundled elements.

       20.2     The data referred to above shall be relevant to any performance
                standards that are adopted in connection with this Agreement,
                through negotiation, arbitration or otherwise.

                This Audit shall take place under the following conditions:

                20.2.1   Either Party may request to perform an Audit.

                20.2.2   The Audit shall occur upon 30 business days written
                         notice by the requesting Party to the non-requesting
                         Party.

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                20.2.3   The Audit shall occur during normal business hours.

                20.2.4   There shall be no more than one Audit requested by each
                         Party under this Agreement in any 12-month period.

                20.2.5   The requesting Party may review the non-requesting
                         Party's records, books and documents, as may reasonably
                         contain information relevant to the operation of this
                         Agreement.

                20.2.6   The location of the Audit shall be the location where
                         the requested records, books and documents are retained
                         in the normal course of business.

                20.2.7   All transactions under this Agreement which are over 24
                         months old will be considered accepted and no longer
                         subject to Audit.

                20.2.8   Each Party shall bear its own expenses occasioned by
                         the Audit, provided that the expense of any special
                         data collection shall be born by the requesting Party.

                20.2.9   The Party requesting the Audit may request that an
                         Audit be conducted by a mutually agreed-to independent
                         auditor.  Under this circumstance, the costs of the
                         independent auditor shall be paid for by the Party
                         requesting the Audit.

                20.2.10  In the event that the non-requesting Party requests
                         that the Audit be performed by an independent auditor,
                         the Parties shall mutually agree to the selection of
                         the independent auditor.  Under this circumstance, the
                         costs of the independent auditor shall be shared
                         equally by the Parties.

                20.2.11  The Parties agree that if an Audit discloses error(s),
                         the Party responsible for the error(s) shall, in a
                         timely manner, undertake corrective action for such
                         error(s).

       20.3     All information received or reviewed by the requesting Party or
                the independent auditor in connection with the Audit is to be
                considered Proprietary Information as defined by this
                Agreement.  The non-requesting Party reserves the right to
                require any non-employee who is involved directly or indirectly
                in any Audit or the resolution of its findings as described
                above to execute a nondisclosure agreement satisfactory to the
                non-requesting Party.  To the extent an Audit involves access
                to information of other competitors, ACI and USWC will
                aggregate such competitors' data before release to the other
                Party, to insure the protection of the proprietary nature of
                information of other competitors.  To the extent a competitor
                is an affiliate of the Party being audited (including itself
                and its subsidiaries), the Parties shall be allowed to examine
                such affiliates' disaggregated data, as required by reasonable
                needs of the Audit.

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21.    AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES

       21.1     The Parties agree that access to the audiotext, mass
                announcement and information services of each Party should be
                made available to the other Party upon execution of an
                agreement defining terms for billing and compensation of such
                calls.  Services included in this category include 976 calls,
                if available, whether flat rated or usage sensitive, intra-LATA
                900 services and other intra-LATA 976-like services.  Such
                calls will be routed over the Local Interconnection Trunks.

       21.2     ACI and USWC will work together in good faith to negotiate and
                execute the agreement for billing and compensation for these
                services.  The Parties agree that their separate agreement on
                audiotext and mass announcement services will include details
                concerning the creation, exchange and rating of records, all of
                which will occur without any explicit charge between the
                Parties, as well as a process for the handling of
                uncollectables so that the originating Party does not have any
                responsibility for uncollectables.

       21.3     Until such time that such an agreement is executed, ACI may
                choose to block such calls, or ACI will agree to back-bill and
                compensate retroactively for such calls once the subsequent
                agreement is executed retroactive to the effective date of this
                Agreement.

                21.3.1   USAGE SENSITIVE COMPENSATION.

                         All audiotext and mass announcement calls shall be
                         considered toll calls for purposes of reciprocal
                         compensation between the Parties.   Compensation will
                         be paid based on the compensation for toll calls
                         referenced in this Agreement with respect to reciprocal
                         compensation between the Parties, except that such
                         compensation shall be paid by the Party terminating the
                         call, rather than the Party originating the call.

                21.3.2   BILLING AND COLLECTION COMPENSATION.

                         Billing and collection compensation will be dealt with
                         in the separate agreement referenced in this section.


22.    LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING

       22.1     There are certain types of calls or types of Interconnection
                that require exchange of billing records between the Parties,
                including, for example, alternate billed and Toll Free Service
                calls.  The Parties agree that all call types must be routed
                between the networks, accounted for, and settled among the
                parties.  Certain calls will be handled via the Parties'
                respective operator service platforms.  The
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                Parties agree to utilize, where possible and appropriate,
                existing accounting and settlement systems to bill, exchange
                records and settle revenue.

       22.2     The exchange of billing records for alternate billed calls
                (e.g., calling card, bill-to-third number, and collect) will be
                distributed through the existing CMDS processes, unless
                otherwise separately agreed to by the Parties.

       22.3     Inter-Company Settlements ("ICS") revenues will be settled
                through the Calling Card and Third Number Settlement System
                ("CATS").  Each Party will provide for its own arrangements for
                participation in the CATS processes, through direct
                participation or a hosting arrangement with a direct
                participant.

       22.4     Non-ICS revenue is defined as collect calls, calling card
                calls, and billed to third number calls which originate on one
                service provider's network and terminate on another service
                provider's network in the same Local Access Transport Area
                ("LATA").  The Parties agree to negotiate and execute an
                agreement for settlement of non-ICS revenue.  This separate
                arrangement is necessary since existing CATS processes do not
                permit the use of CATS for non-ICS revenue.  The Parties agree
                that the CMDS system can be used to transport the call records
                for this traffic.

       22.5     Both Parties will provide the appropriate call records to the
                intraLATA Toll Free Service provider, thus permitting the
                service provider to bill its subscribers for the inbound Toll
                Free Service.  No adjustments to bills via tapes, disks or NDM
                will be made without the mutual agreement of the Parties.


23.    CONSTRUCTION CHARGES

       23.1     All rates, charges and initial service periods specified in
                this Agreement contemplate the provision of network
                Interconnection services and access to Network Elements to the
                extent existing facilities are available.  Except for
                modifications to existing facilities necessary to accommodate
                Interconnection and access to Network Elements specifically
                provided for in this Agreement, USWC will consider requests to
                build additional or further facilities for network
                Interconnection and access to Network Elements as described in
                this Section.

       23.2     Resale

                Construction charges associated with the resale of services
                will be applied in the same manner that construction charges
                apply to USWC's retail end users. Contracts may be negotiated
                on an individual case basis when construction is required for
                large retail or resale customers.

       23.3     LIS and Interoffice Transport

                To the extent that USWC constructs facilities for LIS services
                and/or interoffice transport, ACI will provide USWC with a
                forecast of interoffice trunks and switch


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                ports.  USWC will perform a validated traffic engineering
                estimate based on the forecasted demand and will then negotiate
                an agreed upon quantity of interoffice trunks and switch ports
                with ACI before constructing facilities.  If ACI's forecasted
                quantity exceeds USWC's validated traffic engineering estimate,
                and if USWC finds it necessary to construct added facilities,
                then construction charges will apply to the exceeded quantity.
                USWC will track utilization of trunks, and when minimum trunk
                utilization requirements are not met, a recurring charge will
                apply for all unused trunks below the minimum utilization
                level.

       23.4     Unbundled Network Elements

                USWC will conduct an individual financial assessment of any
                request which requires construction of network capacity,
                facilities, or space for access to or use of unbundled Network
                Elements.  If USWC constructs to fulfill ACI's request for
                unbundled Network Elements, USWC will bid this construction on
                a case-by-case basis.  USWC will charge for the construction
                through non-recurring charges and a term agreement for the
                remaining recurring charge.

       23.5     All necessary construction will be undertaken at the discretion
                of USWC, consistent with budgetary responsibilities,
                consideration for the impact on the general body of end users,
                and without discrimination among the various carriers.

       23.6     A quote for ACI's portion of a specific job will be provided to
                ACI.  The quote will be in writing and will be binding for
                ninety (90) business days after the issue date.  When accepted,
                ACI will be billed the quoted price and construction will
                commence after receipt of payment.  If ACI chooses not to have
                USWC construct the facilities, USWC reserves the right to bill
                ACI for the expense incurred for producing the engineered job
                design.

       23.7     In the event a construction charge is applicable, ACI's service
                application date will become the date upon which USWC receives
                the required payment.


24.    SERVICE PERFORMANCE RESULTS

       24.1     USWC agrees to provide to ACI the same level of service that
                USWC provides to itself and/or its affiliates as determined by
                measuring and comparing a statistically significant number of
                activities listed below.

                24.1.1   For those services procured by ACI and unless otherwise
                         noted below, USWC shall measure its results and those
                         of its affiliates as a percentage.  USWC shall also
                         measure the percentage results of ACI.

                         ACI agrees to measure its performance related to these
                         performance indicators in providing service to USWC.

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                24.1.2   In some instances, USWC may not provide the listed
                         service to itself or its affiliates.  If USWC does not
                         provide a statistically significant number of a listed
                         activity for itself or its affiliates, USWC will
                         provide data which will allow comparison between ACI's
                         performance results and the average performance results
                         of the same performance indicator for a statistically
                         significant number of total activities provided to all
                         other Co-Providers within the state in which the
                         service was provided.

                24.1.3   In no event shall percentage results be provided if the
                         number of measured activities is less than a
                         statistically significant universe of fewer than sixty
                         (60) activities during the time period of measurement.

                24.1.4   The list of performance indicators to be measured are
                         as follows:

                         RESALE INDICATORS
                         Residence Installation Intervals Offered (Facilities in
                                   Place)
                         Business Installation Intervals Offered (Facilities in
                                   Place)
                         Firm Order Confirmations within 48 hours (DS0)
                                   (Facilities in Place)
                         Firm Order Confirmations within 48 hours (DS1)
                                   (Facilities in Place)
                         Firm Order Confirmations within 48 hours (DS3)
                                   (Facilities in Place)
                         Firm Order Confirmations within 48 hours (Switched)
                                   (Facilities in Place)

                         Average Installation Intervals Delivered (Residence)
                                   (Facilities in Place) (Days and Hours)
                         Average Installation Intervals Delivered (Business)
                                   (Facilities in Place) (Days and Hours)
                         Average Installation Intervals Delivered (DS0)
                                   (Facilities in Place) (Days and Hours)
                         Average Installation Intervals Delivered (DS1)
                                   (Facilities in Place) (Days and Hours)
                         Average Installation Intervals Delivered (DS3)
                                   (Facilities in Place) (Days and Hours)
                         Average Installation Intervals Delivered (Switched)
                                   (Facilities in Place) (Days and Hours)

                         Residence Installation Commitments Met (Facilities in
                                   Place)
                         Business Installation Commitments Met (Facilities in
                                   Place)
                         Designed Installation Commitments Met (DS0) (Facilities
                                   in Place)
                         Designed Installation Commitments Met (DS1) (Facilities
                                   in Place)
                         Designed Installation Commitments Met (DS3) (Facilities
                                   in Place)
                         Designed Installation Commitments Met (Switched)
                                   (Facilities in Place)
                         Co-Provider-caused Installation Misses

                         Residence Disconnect Commitments Met
                         Business Disconnect Commitments Met

                         Residence Installation Reports (Repair Report After
                                   Installation) Within 7 Business Days
                         Business Installation Reports (Repair Report After
                                   Installation) Within 7 Business Days
                         Designed Installation Reports (Repair Report After
                                   Installation) Within 30 Business Days (DS0)

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                         Designed Installation Reports (Repair Report After
                                   Installation) Within 30 Business Days (DS1)
                         Designed Installation Reports (Repair Report After
                                   Installation) Within 30 Business Days (DS3)
                         Designed Installation Reports (Repair Report After
                                   Installation) Within 30 Business Days
                                   (Switched Access)

                         Residence Percent Out of Service Cleared < 24 hours
                         Business Percent Out of Service Cleared in < 24 hours
                         Designed Percent Out of Service Cleared < 4 hours (DS0)
                         Designed Percent Out of Service Cleared in < 4hours
                                   (DS1)
                         Designed Percent Out of Service Cleared < 4 hours (DS3)
                         Designed Percent Out of Service Cleared in < 4 hours
                                   (Switched)

                         Residence Percent Out of Service and Service Affecting
                                   Cleared < 48 hours
                         Business Percent Out of Service and Service Affecting
                                   Cleared < 48 hours

                         Residence Repair Commitments Met
                         Business Repair Commitments Met

                         Residence Repair Repeated Reports Within 30 Business
                                   Days
                         Business Repair Repeated Reports Within 30 Business
                                   Days
                         Designed Repair Repeated Reports Within 30 Business
                                   Days (DS0)
                         Designed Repair Repeated Reports Within 30 Business
                                   Days (DS1)
                         Designed Repair Repeated Reports Within 30 Business
                                   Days (DS3)
                         Designed Repair Repeated Reports Within 30 Business
                                   Days (Switched)
                         Residence Report Rate per 100 Lines
                         Business Report Rate per 100 lines
                         Co-Provider-caused Trouble Reports



                         UNBUNDLED LOOP INDICATORS
                         Firm Order Confirmations Within 48 hours (Facilities in
                                   Place) 2 Wire
                         Firm Order Confirmations Within 48 hours (Facilities in
                                   Place) 4 Wire
                         Average Installation Intervals Delivered (Facilities in
                                   Place) 2 Wire (Days and Hours)
                         Average Installation Intervals Delivered (Facilities in
                                   Place) 4 Wire (Days and Hours)
                         Percent Installation Commitments Met (Facilities in
                                   Place) 2 Wire
                         Percent Installation Commitments Met (Facilities in
                                   Place) 4 Wire
                         Installation Reports Within 30 Business Days 2 Wire
                         Installation Reports Within 30 Business Days 4 Wire
                         Percent Out of Service Cleared in < 24 hours 2 Wire
                         Percent Out of Service Cleared in < 24 hours 4 Wire
                         Percent Out of Service and Service Affecting Cleared
                                   in < 48 hours 2 Wire
                         Percent Out of Service and Service Affecting Cleared
                                   in < 48 hours 4 Wire
                         Mean Time to Restore 2 Wire
                         Mean Time to Restore 4 Wire
                         Repair Repeated Reports Within 30 Business Days 2 Wire
                         Repair Repeated Reports Within 30 Business Days 4 Wire

                         LIS TRUNK INDICATORS
                         Firm Order Confirmations Within Six Business Days
                                   (Facilities in Place)
                         Average Installation Intervals Delivered (Facilities in
                                   Place) (Days and Hours)
                         Installation Commitments Met (Facilities in Place)
                         Installation Reports Within 30 Business Days

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                         Out of Service Cleared in < 4 hours
                         Repair Repeated Reports Within 30 Business Days
                         Co-Provider-caused Trouble Reports


       24.2     Failure to Meet the Service Standard.  If during a specified
                review period, the performing Party fails to deliver the same
                level of service that it provides to itself, such Party will
                use its best efforts to meet the service standard for the next
                specified review period.  If the performing Party fails to meet
                the service standard for two consecutive periods, the Parties
                agree, in good faith, to attempt to resolve such issues through
                negotiation or pursuant to the Dispute Resolution section of
                this Agreement.  This paragraph shall not be construed to waive
                either Party's right to seek legal or regulatory intervention
                as provided by state or federal law.

       24.3     The performing Party's failure to meet the service standard
                cannot be as a result, directly or indirectly, of a Delaying
                Event.  A "Delaying Event" means (a) a failure by the receiving
                Party to perform any of its obligations set forth in this
                Agreement, (b) any delay, act or failure to act by an end user,
                agent or subcontractor of the receiving Party or (c) any Force
                Majeure Event.  If a Delaying Event prevents the performing
                Party from performing a measured activity, then such measured
                activity shall be excluded from the calculation of the
                performing Party's compliance with the service standard.

       24.4     Records.  Each Party shall maintain complete and accurate
                records, for the specified review period of its performance
                under this Agreement for each measured activity and its
                compliance with the service standard.  Each Party shall provide
                to the other such records in a self-reporting format.  Such
                records shall be in the format kept in the performing Party's
                ordinary course of business.  The Parties agree that such
                records shall be deemed "Proprietary Information".

       24.5     Cost Recovery.  Each Party reserves the right to recover the
                costs associated with the creation of the above reports and
                standards through a future proceeding before a regulatory body.
                Such a proceeding may address a wide range of implementation
                costs not otherwise recovered through charges established
                herein.


25.    IMPLEMENTATION SCHEDULE

       25.1     Within six months from the date of final approval of this
                Agreement, the Parties agree to make a good faith effort to
                complete each of the following interconnection arrangements:

                25.1.1   Two-way trunk groups, as listed in Section 6.7.2
                         herein, necessary for the mutual exchange of traffic.

                25.1.2   E-911 trunking and database access.

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                25.1.3   SS7 Interconnection and Certification.

                25.1.4   Directory Listings Arrangements and Directory
                         Assistance Interconnection.

                25.1.5   Access to Unbundled Loops in at least one wire center.

                25.1.6   Completion of Physical Collocation arrangements in at
                         least one USWC Wire Center.

                25.1.7   Completion of inter-carrier billing arrangements
                         necessary for the joint provision of Switched Access
                         Services and for reciprocal traffic exchange.

26.    MISCELLANEOUS TERMS

       26.1     GENERAL PROVISIONS

                26.1.1   Each Party shall use its best efforts to comply with
                         the Implementation Schedule.

                26.1.2   The Parties are each solely responsible for
                         participation in and compliance with national network
                         plans, including the National Network Security Plan and
                         the Emergency Preparedness Plan.

                26.1.3   Each Party is solely responsible for the services it
                         provides to its end users and to other
                         Telecommunications Carriers.

                26.1.4   The Parties shall work cooperatively to minimize fraud
                         associated with third-number billed calls, calling card
                         calls, and any other services related to this
                         Agreement.

       26.2     TERM OF AGREEMENT

                This Agreement shall become effective upon Commission approval,
                pursuant to Sections 251 and 252 of the Act, shall terminate on
                ________ __, 19__, and shall be binding upon the Parties during
                that term, notwithstanding Section 252(i) of the Act.  The
                Parties agree to commence negotiations on a new agreement no
                later than 135 calendar days prior to the termination date
                specified above; provided that ACI, consistent with Section
                252(i) of the Act, may opt into a then-existing, valid
                interconnection agreement, in its entirety, at the conclusion
                of the term of this Agreement.  In the event that negotiations
                are not concluded as of the termination date specified above,
                the window of opportunity to file for arbitration to resolve
                outstanding contractual issues in accordance with the Act, will
                open upon the termination date specified above.

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       26.3     PAYMENT

                26.3.1   Amounts payable under this Agreement are due and
                         payable within thirty (30) business days after the date
                         of invoice.

                26.3.2   Except as specified in the Resale section of this
                         Agreement or elsewhere in this Agreement, any amount
                         due and not paid by the due date stated above shall be
                         subject to a late charge equal to either i) 0.03
                         percent per day compounded daily for the number of
                         calendar days from the payment due date to and
                         including, the date of payment, that would result in an
                         annual percentage rate of 12% or ii) the highest lawful
                         rate, whichever is less.  If late payment charges for
                         services are not permitted by local jurisdiction, this
                         provision shall not apply.

                26.3.3   Should ACI dispute any portion of the monthly billing
                         under this Agreement, ACI will notify USWC in writing
                         within thirty (30) business days of the receipt of such
                         billing, identifying the amount and details of such
                         dispute.  ACI shall pay all amounts due.  Both ACI and
                         USWC agree to expedite the investigation of any
                         disputed amounts in an effort to resolve and settle the
                         dispute prior to initiating any other rights or
                         remedies.  Should the dispute be found in ACI's favor,
                         USWC will reimburse ACI the resolved amount plus
                         interest from the date of payment at the late payment
                         factor of the Intrastate Access Service Tariffs,
                         General Regulations for the state in which the service
                         is rendered.

                26.3.4   If ACI is repeatedly delinquent in making its payments,
                         USWC may, in its sole discretion, require a deposit to
                         be held as security for the payment of charges.
                         "Repeatedly delinquent" means being thirty (30)
                         business days or more delinquent for three (3)
                         consecutive months.  The deposit may not exceed the
                         estimated total monthly charges for a two (2) month
                         period.  The deposit may be a cash deposit, a letter of
                         credit with terms and conditions acceptable to USWC in
                         its sole discretion, or some other form of mutually
                         acceptable security.

                26.3.5   Interest will be paid on cash deposits at the rate
                         applying to deposits under applicable Commission rules,
                         regulations, or Tariffs.  Cash deposits and accrued
                         interest will be credited to ACI's account or refunded,
                         as appropriate, upon the earlier of the termination of
                         this Agreement or one full year of timely payments in
                         full by ACI.  The fact that a deposit has been made
                         does not relieve ACI from any requirements of this
                         Agreement.

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       26.4     TAXES

                Each Party purchasing services hereunder shall pay or otherwise
                be responsible for all federal, state, or local sales, use,
                excise, gross receipts, transaction or similar taxes, fees or
                surcharges levied against or upon such purchasing Party (or the
                providing Party when such providing Party is permitted to pass
                along to the purchasing Party such taxes, fees or surcharges),
                except for any tax on either Party's corporate existence,
                status or income.  Whenever possible, these amounts shall be
                billed as a separate item on the invoice.  To the extent a sale
                is claimed to be for resale tax exemption, the purchasing Party
                shall furnish the providing Party a proper resale tax exemption
                certificate as authorized or required by statute or regulation
                by the jurisdiction providing said resale tax exemption.
                Failure to timely provide said resale tax exemption certificate
                will result in no exemption being available to the purchasing
                Party.

       26.5     FORCE MAJEURE

                Neither Party shall be liable for any delay or failure in
                performance of any part of this Agreement from any cause beyond
                its control and without its fault or negligence including,
                without limitation, acts of nature, acts of civil or military
                authority, government regulations, embargoes, epidemics,
                terrorist acts, riots, insurrections, fires, explosions,
                earthquakes, nuclear accidents, floods, work stoppages,
                equipment failure, power blackouts, volcanic action, other
                major environmental disturbances, unusually severe weather
                conditions, inability to secure products or services of other
                persons or transportation facilities or acts or omissions of
                transportation carriers (collectively, a "Force Majeure
                Event"). In the event of a labor dispute or strike the Parties
                agree to provide service to each other at a level equivalent to
                the level they provide themselves.

       26.6     LIMITATION OF LIABILITY

                26.6.1   Each Party shall be liable to the other for direct
                         damages, as described in this section, for any loss,
                         defect or equipment failure resulting from the causing
                         Party's conduct or the conduct of its agents or
                         contractors in performing the obligations contained in
                         this Agreement.

                26.6.2   Except for indemnity obligations, each Party's
                         liability to the other Party for any loss relating to
                         or arising out of any negligent act or omission in its
                         performance of this Agreement, whether in contract or
                         in tort, shall be limited to the total amount that is
                         or would have been charged to the other Party by such
                         negligent or breaching Party for the service(s) or
                         function(s) not performed or improperly performed.

                26.6.3   Neither Party shall be liable to the other under this
                         Agreement for indirect, incidental, consequential, or
                         special damages, including

                                                                        PAGE 97

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                         (without limitation) damages for lost profits, lost
                         revenues, lost savings suffered by the other Party
                         regardless of the form of action, whether in contract,
                         warranty, strict liability, tort, including (without
                         limitation) negligence of any kind and regardless of
                         whether the Parties know the possibility that such
                         damages could result.

                26.6.4   Nothing contained in this Section shall limit either
                         Party's liability to the other for intentional,
                         malicious misconduct.

                26.6.5   Nothing contained in this Section shall limit either
                         Party's obligations of indemnification as specified in
                         the Indemnity Section of this Agreement.

       26.7     INDEMNITY

                26.7.1   With respect to third party claims, each of the Parties
                         agrees to release, indemnify, defend and hold harmless
                         the other Party and each of its officers, directors,
                         employees and agents (each an "Indemnitee") from and
                         against and in respect of any loss, debt, liability,
                         damage, obligation, claim, demand, judgment or
                         settlement of any nature or kind, known or unknown,
                         liquidated or unliquidated including, but not limited
                         to, costs and attorneys' fees, whether suffered, made,
                         instituted, or asserted by any other party or person,
                         for invasion of privacy, personal injury to or death of
                         any person or persons, or for loss, damage to, or
                         destruction of property, whether or not owned by
                         others, resulting from the indemnifying Party's
                         performance, breach of applicable law, or status of its
                         employees, agents and subcontractors; or for failure to
                         perform under this Agreement, regardless of the form of
                         action.

                26.7.2   The indemnification provided herein shall be
                         conditioned upon:

                         26.7.2.1  The indemnified Party shall promptly notify
                                   the indemnifying Party of any action taken
                                   against the indemnified Party relating to the
                                   indemnification.  Failure to so notify the
                                   indemnifying Party shall not relieve the
                                   indemnifying Party of any liability that the
                                   indemnifying Party might have, except to the
                                   extent that such failure prejudices the
                                   indemnifying Party's ability to defend such
                                   claim.

                         26.7.2.2  The indemnifying Party shall have sole
                                   authority to defend any such action,
                                   including the selection of legal counsel, and
                                   the indemnified Party may engage separate
                                   legal counsel only at its sole cost and
                                   expense.

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                         26.7.2.3  In no event shall the indemnifying Party
                                   settle or consent to any judgment pertaining
                                   to any such action without the prior written
                                   consent of the indemnified Party.

       26.8     INTELLECTUAL PROPERTY

                26.8.1   Each Party hereby grants to the other Party the
                         limited, personal and nonexclusive right and license to
                         use its patents, copyrights and trade secrets but only
                         to the extent necessary to implement this Agreement or
                         specifically required by the then applicable federal
                         and state rules and regulations relating to
                         Interconnection and access to telecommunications
                         facilities and services, and for no other purposes.
                         Nothing in this Agreement shall be construed as the
                         grant to the other Party of any rights or licenses to
                         trademarks.

                26.8.2   The rights and licenses above are granted "AS IS" and
                         the other Party's exercise of any such right and
                         license shall be at the sole and exclusive risk of the
                         other Party.  Neither Party shall have any obligation
                         to defend, indemnify or hold harmless, or acquire any
                         license or right for the benefit of, or owe any other
                         obligation or have any liability to, the other based on
                         or arising from any claim, demand, or proceeding
                         (hereinafter "claim") by any third party alleging or
                         asserting that the use of any circuit, apparatus, or
                         system, or the use of any software, or the performance
                         of any service or method, or the provision of any
                         facilities by either Party under this Agreement
                         constitutes infringement, or misuse or misappropriation
                         of any patent, copyright, trade secret, or any other
                         proprietary or intellectual property right of any third
                         party.

                26.8.3   As a condition to the access or use of patents,
                         copyrights, trade secrets and other intellectual
                         property (including software) owned or controlled by a
                         third party to the extent necessary to implement this
                         Agreement or specifically required by the then
                         applicable federal and state rules and regulations
                         relating to Interconnection and access to
                         telecommunications facilities and services, the Party
                         providing access may require the other upon written
                         notice, from time to time, to obtain a license or
                         permission for such access or use, make all payments in
                         connection with obtaining such license, and provide
                         evidence of such license.

                26.8.4   Except as expressly provided in this Intellectual
                         Property Section, nothing in this Agreement shall be
                         construed as the grant of a license, either express or
                         implied, with respect to any patent, copyright, logo,
                         trademark, tradename, trade secret or any other
                         intellectual property right now or hereafter owned,
                         controlled or licensable by either Party.  ACI may not
                         use any patent, copyright, logo, trademark, tradename,
                         trade secret or other intellectual

                                                                PAGE 99

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                         property right of USWC or its affiliates without
                         execution of a separate agreement between the Parties.

                26.8.5   ACI shall not, without the express written permission
                         of USWC, state or imply that;  1)  ACI is connected, or
                         in any way affiliated with USWC or its affiliates,  2)
                         ACI is part of a joint business association or any
                         similar arrangement with USWC or its affiliates,  3)
                         USWC and its affiliates are in any way sponsoring,
                         endorsing or certifying ACI and its goods and services,
                         or  4)  with respect to ACI advertising or promotional
                         activities or materials, that the resold goods and
                         services are in any way associated with or originated
                         from USWC or any of its affiliates. Nothing in this
                         paragraph shall prevent ACI from truthfully describing
                         the Network Elements it uses to provide service to its
                         end users.

                26.8.6   For purposes of resale only and notwithstanding the
                         above, unless otherwise prohibited by USWC pursuant to
                         an applicable provision herein, ACI may use the phrase
                         "ACI is a reseller of U S WEST Communications services"
                         (the "Authorized Phrase") in ACI's printed materials
                         provided:

                         26.8.6.1  The Authorized Phrase is not used in
                                   connection with any goods or services other
                                   than USWC services resold by ACI.

                         26.8.6.2  ACI's use of the Authorized Phrase does not,
                                   in USWC's sole discretion, cause end users to
                                   believe that ACI is USWC.

                         26.8.6.3  The Authorized Phrase, when displayed,
                                   appears only in text form (ACI may not use
                                   the U S WEST logo) with all letters being the
                                   same font and point size.  The point size of
                                   the Authorized Phrase shall be no greater
                                   than one fourth the point size of the
                                   smallest use of ACI's name and in no event
                                   shall exceed 8 point size.

                         26.8.6.4  ACI shall provide all printed materials to
                                   USWC for its prior written approval.

                         26.8.6.5  If USWC determines that ACI's use of the
                                   Authorized Phrase causes end user confusion,
                                   USWC may in its sole discretion, immediately
                                   terminate ACI's right to use the Authorized
                                   Phrase.

                         26.8.6.6  Upon termination of ACI's right to use the
                                   Authorized Phrase or termination of this
                                   Agreement, all permission or right to use the
                                   Authorized Phrase shall immediately cease to
                                   exist and ACI shall immediately cease any and
                                   all such

                                                                       PAGE 100

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                                   use of the Authorized Phrase.  ACI shall
                                   either promptly return to USWC or destroy all
                                   materials in its possession or control
                                   displaying the Authorized Phrase.

                26.8.7   ACI acknowledges the value of the marks "U S WEST" and
                         "U S WEST Communications" (the "Marks") and the
                         goodwill associated therewith and acknowledges that
                         such goodwill is a property right belonging to U S
                         WEST, Inc. and USWC respectively (the "Owners").  ACI
                         recognizes that nothing contained in this Agreement is
                         intended as an assignment or grant to ACI of any right,
                         title or interest in or to the Marks and that this
                         Agreement does not confer any right or license to grant
                         sublicenses or permission to third parties to use the
                         Marks and is not assignable.  ACI will do nothing
                         inconsistent with the Owner's ownership of the Marks,
                         and all rights, if any, that may be acquired by use of
                         the Marks shall inure to the benefit of the Owners.
                         ACI will not adopt, use (other than as authorized
                         herein), register or seek to register any mark anywhere
                         in the world which is identical or confusingly similar
                         to the Marks or which is so similar thereto as to
                         constitute a deceptive colorable imitation thereof or
                         to suggest or imply some association, sponsorship, or
                         endorsement by the Owners.  The Owners make no
                         warranties regarding ownership of any rights in or the
                         validity of the Marks.

       26.9     WARRANTIES

                NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
                PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES
                NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
                LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                PARTICULAR PURPOSE.

       26.10    ASSIGNMENT

                Neither Party may assign or transfer (whether by operation of
                law or otherwise) this Agreement (or any rights or obligations
                hereunder) to a third party without the prior written consent
                of the other Party provided that each Party may assign this
                Agreement to a corporate affiliate or an entity under its
                common control or an entity acquiring all or substantially all
                of its assets or equity by providing prior written notice to
                the other Party of such assignment or transfer.  Any attempted
                assignment or transfer that is not permitted is void AB INITIO.
                Without limiting the generality of the foregoing, this
                Agreement shall be binding upon and shall inure to the benefit
                of the Parties' respective successors and assigns.

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       26.11    DEFAULT

                If either Party defaults in the payment of any amount due
                hereunder, or if either Party violates any other provision of
                this Agreement, and such default or violation shall continue
                for thirty (30) CALENDAR days after written notice thereof, the
                other Party may  seek legal and/or regulatory relief.  The
                failure of either Party to enforce any of the provisions of
                this Agreement or the waiver thereof in any instance shall not
                be construed as a general waiver or relinquishment on its part
                of any such provision, but the same shall, nevertheless, be and
                remain in full force and effect.

       26.12    DISCLAIMER OF AGENCY

                Except for provisions herein expressly authorizing a Party to
                act for another, nothing in this Agreement shall constitute a
                Party as a legal representative or agent of the other Party,
                nor shall a Party have the right or authority to assume, create
                or incur any liability or any obligation of any kind, express
                or implied, against or in the name or on behalf of the other
                Party unless otherwise expressly permitted by such other Party.
                Except as otherwise expressly provided in this Agreement, no
                Party undertakes to perform any obligation of the other Party
                whether regulatory or contractual, or to assume any
                responsibility for the management of the other Party's
                business.

       26.13    SEVERABILITY

                In accordance with Section 1 of this Agreement, if one or more
                of the provisions contained herein must be modified because of
                changes in Existing Rules or modifications to arbitration
                proceedings, the Parties will negotiate in good faith for
                replacement language. If replacement language cannot be agreed
                upon, either Party may seek regulatory intervention, including
                negotiations pursuant to Sections 251 and 252 of the Act.  In
                all other respects, the provisions of this Agreement are not
                severable.

       26.14    NONDISCLOSURE

                26.14.1  All information, including but not limited to
                         specifications, microfilm, photocopies, magnetic disks,
                         magnetic tapes, drawings, sketches, models, samples,
                         tools, technical information, data, employee records,
                         maps, financial reports, and market data, (i) furnished
                         by one Party to the other Party dealing with end user
                         specific, facility specific, or usage specific
                         information, other than end user information
                         communicated for the purpose of publication of
                         directory database inclusion, or (ii) in written,
                         graphic, electromagnetic, or other tangible form and
                         marked at the time of delivery as "Confidential" or
                         "Proprietary", or (iii) communicated and declared to
                         the receiving Party at the time of delivery, or by
                         written notice given to the receiving Party within ten
                         (10) business

                                                                       PAGE 102

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                         days after delivery, to be "Confidential" or
                         "Proprietary" (collectively referred to as "Proprietary
                         Information"), shall remain the property of the
                         disclosing Party. A Party who receives Proprietary
                         Information via an oral communication may request
                         written confirmation that the material is Proprietary
                         Information.  A Party who delivers Proprietary
                         Information via an oral communication may request
                         written confirmation that the Party receiving the
                         information understands that the material is
                         Proprietary Information.

               26.14.1.1 "Proprietary Information" also includes
                         information or data that is learned by one
                         Party by virtue of the operating relationship
                         between the Parties including while one Party
                         is on the premises (including leased
                         collocation space) of the other Party.

                26.14.2  Upon request by the disclosing Party, the receiving
                         Party shall return all tangible copies of Proprietary
                         Information, whether written, graphic or otherwise,
                         except that the receiving Party may retain one copy for
                         archival purposes.

                26.14.3  Each Party shall keep all of the other Party's
                         Proprietary Information confidential and shall use the
                         other Party's Proprietary Information only in
                         connection with this Agreement.  Neither Party shall
                         use the other Party's Proprietary Information for any
                         other purpose except upon such terms and conditions as
                         may be agreed upon between the Parties in writing.
                         Each Party shall use its best efforts to ensure that
                         its retail operations do not have access to, know of,
                         are permitted to obtain, are provided with, obtain
                         disclosure about or otherwise have communicated to it
                         any information defined as Proprietary Information.

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

                         26.14.4.1 was at the time of receipt already known to
                                   the receiving Party free of any obligation to
                                   keep it confidential evidenced by written
                                   records prepared prior to delivery by the
                                   disclosing Party; or

                         26.14.4.2 is or becomes publicly known through no
                                   wrongful act of the receiving Party; or

                         26.14.4.3 is rightfully received from a third person
                                   having no direct or indirect secrecy or
                                   confidentiality obligation to the disclosing
                                   Party with respect to such information; or

                                                                       PAGE 103

<PAGE>

                         26.14.4.4 is independently developed by an employee,
                                   agent, or contractor of the receiving Party
                                   which individual is not involved in any
                                   manner with the provision of services
                                   pursuant to the Agreement and does not have
                                   any direct or indirect access to the
                                   Proprietary Information; or

                         26.14.4.5 is disclosed to a third person by the
                                   disclosing Party without similar restrictions
                                   on such third person's rights; or

                         26.14.4.6 is approved for release by written
                                   authorization of the disclosing Party; or

                         26.14.4.7 is required to be made public by the
                                   receiving Party pursuant to applicable law or
                                   regulation provided that the receiving Party
                                   shall give sufficient notice of the
                                   requirement to the disclosing Party to enable
                                   the disclosing Party to seek protective
                                   orders.

                26.14.5  Effective Date Of This Section.  Notwithstanding any
                         other provision of this Agreement, the Proprietary
                         Information provisions of this Agreement shall apply to
                         all information furnished by either Party to the other
                         in furtherance of the purpose of this Agreement, even
                         if furnished before the date of this Agreement.

       26.15    SURVIVAL

                The Parties' obligations under this Agreement which by their
                nature are intended to continue beyond the termination or
                expiration of this Agreement shall survive the termination or
                expiration of this Agreement.

       26.16    DISPUTE RESOLUTION

                If any claim, controversy or dispute between the Parties, their
                agents, employees, officers, directors or affiliated agents
                ("Dispute") cannot be settled through negotiation, it shall be
                resolved by arbitration conducted by a single arbitrator
                engaged in the practice of law, under the then current rules of
                the American Arbitration Association ("AAA").  The Federal
                Arbitration Act, 9 U.S.C. Secs. 1-16, not state law, shall
                govern the arbitrability of all Disputes.  The arbitrator shall
                not have authority to award punitive damages.  All expedited
                procedures prescribed by the AAA rules shall apply.  The
                arbitrator's award shall be final and binding and may be
                entered in any court having jurisdiction thereof.  The
                prevailing Party, as determined by the arbitrator, shall be
                entitled to an award of reasonable attorneys' fees and costs.
                The arbitration shall occur in Denver, Colorado.  Nothing in
                this Section shall be construed to waive or limit either
                Party's right to seek relief from the Commission or the Federal
                Communications Commission as provided by state or federal law.

                                                                       PAGE 104

<PAGE>

                No Dispute, regardless of the form of action, arising out of
                this Agreement, may be brought by either Party more than two
                (2) years after the cause of action accrues.

       26.17    CONTROLLING LAW

                This Agreement was negotiated by the Parties in accordance with
                the terms of the Act and the laws of the state where service is
                provided hereunder.  It shall be interpreted solely in
                accordance with the terms of the Act and the applicable state
                law in the state where the service is provided.

       26.18    JOINT WORK PRODUCT

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

       26.19    RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

                Neither Party shall be liable to the other for any costs
                whatsoever resulting from the presence or release of any
                environmental hazard that either Party did not introduce to the
                affected work location.  Both Parties shall defend and hold
                harmless the other, its officers, directors and employees from
                and against any losses, damages, claims, demands, suits,
                liabilities, fines, penalties and expenses (including
                reasonable attorneys' fees) that arise out of or result from
                (i) any environmental hazard that the indemnifying party, its
                contractors or agents introduce to the work locations or (ii)
                the presence or release of any environmental hazard for which
                the indemnifying party is responsible under applicable law.

       26.20    NOTICES

                Any notices required by or concerning this Agreement shall be
                sent to the Parties at the addresses shown below:

                USWC
                Director - Interconnection Compliance
                1801 California Street, Room 2410
                Denver, Colorado  80202

                Copy to:

                U S WEST Law Department
                General Counsel
                1801 California Street, Room 5100
                Denver, Colorado  80202

                                                                       PAGE 105

<PAGE>

                ACI
                Eric Geis
                8787 Complex Drive
                Suite 200
                San Diego, CA  92123

                Each Party shall inform the other of any changes in the above
                addresses.

       26.21    RESPONSIBILITY OF EACH PARTY

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

       26.22    NO THIRD PARTY BENEFICIARIES

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

       26.23    REFERENCED DOCUMENTS

                All references to Sections or Appendices shall be deemed to be
                references to Sections of, and Appendices to, this Agreement
                unless the context shall otherwise require.  Whenever any
                provision of this Agreement refers to a technical reference,
                technical publication, ACI practice, USWC practice, any
                publication of telecommunications industry administrative or
                technical standards, or any other document specifically
                incorporated into this Agreement, it will be deemed to be a
                reference to the most recent version or edition (including any

                                                                       PAGE 106

<PAGE>

                amendments, supplements, addenda, or successors) of such
                document that is in effect, and will include the most recent
                version or edition (including any amendments, supplements,
                addenda, or successors) of each document incorporated by
                reference in such a technical reference, technical publication,
                ACI practice, USWC practice, or publication of industry
                standards.

       26.24    PUBLICITY AND ADVERTISING

                Neither Party shall publish or use any advertising, sales
                promotions or other publicity materials that use the other
                Party's logo, trademarks or service marks without the prior
                written approval of the other Party.

       26.25    AMENDMENT

                ACI and USWC may mutually agree to amend this Agreement in
                writing.  Since it is possible that amendments to this
                Agreement may be needed to fully satisfy the purposes and
                objectives of this Agreement, the Parties agree to work
                cooperatively, promptly and in good faith to negotiate and
                implement any such additions, changes and corrections to this
                Agreement.

       26.26    EXECUTED IN COUNTERPARTS

                This Agreement may be executed in any number of counterparts,
                each of which shall be deemed an original; but such
                counterparts shall together constitute one and the same
                instrument.

       26.27    HEADINGS OF NO FORCE OR EFFECT

                The headings of Sections of this Agreement are for convenience
                of reference only, and shall in no way define, modify or
                restrict the meaning or interpretation of the terms or
                provisions of this Agreement.

       26.28    CANCELLATION CHARGES

                Except as provided pursuant to a Network Element, Bona Fide
                Request, or as otherwise provided in any applicable Tariff or
                contract referenced herein, no cancellation charges shall
                apply.

       26.29    REGULATORY APPROVAL

                The Parties understand and agree that this Agreement will be
                filed with the Commission and may thereafter be filed with the
                FCC and shall, at all times, be subject to review by the
                Commission or the FCC.  In the event any such review rejects
                any portion of this Agreement, renders it inoperable or creates
                any ambiguity of requirement for further amendment, the Parties
                agree to meet and negotiate in good faith to arrive at a
                mutually acceptable modification.

                                                                       PAGE 107

<PAGE>

       26.30    COMPLIANCE

                Each Party shall comply with all applicable federal, state, and
                local laws, rules and regulations applicable to its performance
                under this Agreement.

       26.31    COMPLIANCE WITH THE COMMUNICATIONS LAW ENFORCEMENT ACT OF 1994
                ("CALEA")

                Each Party represents and warrants that any equipment,
                facilities or services provided to the other Party under this
                Agreement comply with CALEA.  Each Party shall indemnify and
                hold the other Party harmless from any and all penalties
                imposed upon the other Party for such noncompliance and shall
                at the non-compliant Party's sole cost and expense, modify or
                replace any equipment, facilities or services provided to the
                other Party under this Agreement to ensure that such equipment,
                facilities and services fully comply with CALEA.

       26.32    COOPERATION

                The Parties agree that this Agreement involves the provision of
                USWC services in ways such services were not previously
                available and the introduction of new processes and procedures
                to provide and bill such services.  Accordingly, the Parties
                agree to work jointly and cooperatively in testing and
                implementing processes for pre-ordering, ordering, maintenance,
                provisioning and billing and in reasonably resolving issues
                which result from such implementation on a timely basis.

       26.33    ENTIRE AGREEMENT

                This Agreement constitutes the entire agreement between the
                Parties and supersedes all prior oral or written agreements,
                representations, statements, negotiations, understandings,
                proposals and undertakings with respect to the subject matter
                hereof.

                                                                       PAGE 108

<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.

ACI                                        U S WEST COMMUNICATIONS, INC.

      
--------------------------------              --------------------------------
Signature                                     Signature

--------------------------------              --------------------------------
Name Printed/Typed                            Name Printed/Typed


--------------------------------              --------------------------------
Title                                         Title

   
--------------------------------              --------------------------------
Date                                          Date

                                                                       PAGE 109

<PAGE>


                               APPENDIX A

<PAGE>

                          SCHEDULE TO EXHIBIT 10.2

The Registrant has entered into Interconnection Agreements in substantially the
same form as attached hereto for the following states:  Arizona, Colorado,
Minnesota and Oregon.  These agreements are substantially identical in all
material respects except as to the following:

DATE OF AGREEMENT   August 27, 1998

APPENDIX A: 

For Arizona, Colorado, Minnesota and Oregon, respectively, replace Appendix A 
in its entirety as follows:



                                                                   PAGE 111
<PAGE>

FOR ARIZONA: 

Replace Appendix A in its entirety as follows:

                                      APPENDIX A

                                       ARIZONA

These rates reflect the final Arizona Cost Docket Rates Number U-3021-96-448 et
al.  In the event that ACI wishes to order an element described in this
Agreement but not contained in Docket U-3021-96-448, the following will be
applicable.  For Interconnection, Resold Services and Unbundled Network
Elements, ACI and USWC agree to use state-specified permanent rates where
established, or where no state-specified permanent rate exists, the Parties
agree to use the state-specified interim rates where established.  Where no
state-specified permanent or interim rates exist, the Parties agree to use the
ordered and approved AT&T rates as interim rates until such time as the state
Commission issues an order implementing approved permanent or interim rates. 
Where no state-specific or approved AT&T rates exist, USWC TELRIC rates will be
used.  Upon issuance of an order by the state Commission setting state-specified
permanent rates, USWC will move ACI to such approved rates for those states and
true up the amounts charged to that point under state interim rates, AT&T
approved rates or USWC TELRIC rates, from the effective date of the agreement. 
If either state-specified interim or permanent or approved AT&T rates are later
modified upon appeal, on a retroactive basis, a true up will occur.  For
purposes of this Agreement, "Rates" include rate structure.

<TABLE>

<S>  <C>     <C>
1    RESALE
     
     1.1     Services not available for Resale
             -   Customer Premises Equipment (separately or in a package)
             -   Enhanced Services
             -   Inside Wire (including installation, sale or maintenance)
             -   USW Calling Card
             -   Concession Service
             -   Promotions of less than 90 days

     1.2     Except as qualified below, all USW Telecommunications Services
             shall be available for Resale at the following discounts:
              Basic Residential Line Service:  12% discount
              Basic Business Line Service:  18% discount
              All other USW Telecommunication Services:  18% discount


                                                                       Page 113
<PAGE>



             1.2.1   The  following services are available only to the same
                     class of customer eligible to purchase that service
                     from USW:
                  - Grandfathered
                  - Residence
                  - Lifeline/Link-up
 
             1.2.2   The following services are available for resale under
                     this Agreement but are not included in the wholesale 
                     pricing reflected above:
                  - Public Access Lines
                  - Private Line used for Special Access

             1.2.3   IntraLATA Toll Charges - [Co-Provider] shall have its
                     choice of obtaining USW provided intraLATA toll for
                     resale at an 18% discount or, in Arizona, providing
                     its own intraLATA toll.  Whichever toll provisioning
                     arrangement [Co-Provider] selects (either USW provided
                     or intraLATA toll self provisioned by [Co-Provider]) 
                     shall apply uniformly to all lines resold by  
                     [Co-Provider].

<CAPTION>

     1.3     Customer Transfer Charge                                                                           NONRECURRING
<S>                                                                                                             <C>

        The  following  nonrecurring charges apply when converting a USW
        account to a [Co-Provider] account or when changing an end user
        from one Reseller to another.

             1.3.1   POTS Service, per line
                     Residence                                                                                         $5.00
                     Business                                                                                          $5.00

             1.3.2   Private Line Transport Services
                      First Circuit                                                                                    45.08*
                      Additional Circuit, per circuit, same CSR                                                        31.19*
             1.3.3   Advanced Communications Services, per circuit                                                     50.48*
                      *USW regional rate
     1.4     Product Specific Nonrecurring Charge:  As set forth in USW
     tariffs, the product specific nonrecurring charges, discounted by 18%,
     will apply when additional lines or trunks are added or when the end
     user adds features or services to existing lines or trunks.


<CAPTION>

2    RECIPROCAL TRAFFIC EXCHANGE
                                                                                                 RECURRING      NONRECURRING
<S>                                                                                              <C>            <C>

     2.1    Entrance Facilities
            2.1.1  DS1                                                                               $89.42          $256.87
            2.1.2  DS3                                                                              $357.16          $256.87

     2.2    LIS EICT
            2.2.1  DS1                                                                                $4.28          $256.87
            2.2.2  DS3                                                                               $14.98          $269.78
<CAPTION>

     2.3   Direct Trunked Transport                                                     FIXED      PER MILE     NONRECURRING
<S>                                                                                   <C>          <C>         <S>


                                                                       Page 114
<PAGE>

           2.3.1   DS1  0 Miles                                                            $0            $0               $0
                   DS1 Over 0 to 8 Miles                                               $35.98         $0.65
                   DS1 Over 8 to 25 Miles                                              $35.99         $0.94
                   DS1 Over 25 to 50 Miles                                             $38.00         $1.75
                   DS1 Over 50 Miles                                                   $36.00         $1.57

           2.3.2   DS3  0 Miles                                                            $0            $0               $0
                   DS3 Over 0 to 8 Miles                                              $243.17        $13.32
                   DS3 Over 8 to 25 Miles                                             $246.16        $15.90
                   DS3 Over 25 to 50 Miles                                            $250.66        $22.91
                   DS3 Over 50 Miles                                                  $249.26        $22.49

<CAPTION>

                                                                                                  RECURRING     NONRECURRING
<S>                                                                                       <C>                  <C>

           2.3.3   Multiplexing, DS3 to DS1                                                         $196.85          $164.00

     2.4   Local Traffic

           2.4.1   Call Termination
                   End office call termination, per minute of use                                 $0.002800

           2.4.2   Tandem Switched Transport

                   (H)2.4.2.1  Tandem Switching, per MOU                                          $0.001400
                   2.4.2.2     Tandem Transmission, per MOU, all mileage bands                    $0.000880

<CAPTION>
<S>                                                                                      <C>
     2.5   Cancellation Charge (LIS Trunks)                                               Applicable State Switched Access
                                                                                                       Tariff
     2.6   Expedite Charge (LIS Trunks)                                                   Applicable State Switched Access
                                                                                                       Tariff

     2.7   Construction Charges                                                                        ICB               ICB

<CAPTION>

                                                                                             RECURRING       NONRECURRING
<S>                                                                                      <C>                <C>

     2.8   Stranded Capacity Charge
                DS1                                                                      See DS1 Direct       Applicable DS1
                                                                                         Trunked Transport    Private Line
                                                                                         recurring charge     Transport
                                                                                         (fixed and per       Service Tariff
                                                                                         mile) for 10         nonrecurring
                                                                                         years                charge.
                                                                                        
                DS3                                                                      See DS3 Direct       Applicable DS3
                                                                                         Trunked Transport    Private Line
                                                                                         recurring charge     Transport
                                                                                         (fixed and per       Service Tariff
                                                                                         mile) for 10         nonrecurring
                                                                                         years                charge.


                                                                       Page 115
<PAGE>
<CAPTION>
<S>                                                                                     <C>
     2.9     Trunk Utilization Charge                                                    See the above DS1 Direct Trunked
                                                                                         Transport rates

     2.10    IntraLATA Toll                                                              USW State Switched Access Tariff
 
     2.11    Transit Traffic
             2.11.1  Local Transit                                                       See Tandem Switching and Tandem
                                                                                         Transmission rates

             2.11.2  IntraLATA Toll                                                      USW Switched Access Tariff

             2.11.3  Jointly Provided Switched Access                                    Applicable Switched AccessTariff

<CAPTION>

3      COLLOCATION                                                                                RECURRING     NONRECURRING
<S>                                                                                              <C>            <C>

     3.1     All Collocation
             3.1.1    Quote Preparation Fee                                                                          2111.51
             3.1.2    Collocation Entrance Facility, per fiber                                        1.52           1184.74
             3.1.3    Collocation Entrance
                      Manhole, per month, per manhole                                                13.81
                      Handhole, per month, per handhole                                               7.61
             3.1.4    Conduit/Innerduct POI to vault, per foot                                         .21
             3.1.5    Core drill, per occurrence                                                                      181.57
             3.1.6    Riser, vault to equipment, per foot                                              .24
             3.1.7    Fiber Optic cable, per 24., per foot                                             .03
             3.1.8    Fiber placement in conduit and riser, per foot                                   .83
             3.1.9    Cooper 25 pair, per foot                                                        .008
             3.1.10   Copper splicing, per splice                                                                      45.64
             3.1.11   Copper placement conduit and riser, per foot                                                       .83
             3.1.12   Coax placement, per foot                                                         .10
             3.1.13   Cable Splicing
                      Per set-up                                                                                      375.40
                      Per fiber spliced                                                                                15.79
             3.1.14   -48 Volt DC power, per ampere                                                  12.89
             3.1.15   -48 Volt DC Power, per foot, per A and B feeder
                      20 Amps                                                                          .21             59.14
                      40 Amps                                                                          .29             80.69
                      60 Amps                                                                          .35             95.34
                      100 Amps                                                                         .22            133.28
                      200 Amps                                                                         .35            208.78
                      300 Amps                                                                         .48            288.33
                      400 Amps                                                                         .62            372.89

             3.1.16   AC Power, per Watt, per month                                                    .03

<CAPTION>

                                                                                                   REGULAR             AFTER
                                                                                                    HOURS              HOURS
<S>                                                                                               <C>                 <C>

             3.1.17   Inspector Labor, per half hour, minimum 4 hours                                 24.49            36.24

<CAPTION>

                                                                                                  RECURRING     NONRECURRING
<S>                                                                                               <C>           <C>


                                                                       Page 116
<PAGE>

             3.1.18   SPOT Frame, Block Terminations
                      DS0                                                                              1.29           636.68
                      DS1                                                                               .78           465.73
                      DS3                                                                               .43           254.90
             3.1.19   SPOT Frame, Per Termination
                      DS0                                                                               .01             5.19
                      DS1                                                                               .02            12.29
                      DS3                                                                               .31           186.25

             3.1.20   Security, Per employee, Per C.O.                                                 6.40

             3.1.21   Heating and Air Conditioning                                                      ICB              ICB

             3.1.22   Cable Racking
                      DS0                                                                                                .52
                      DS1                                                                                               1.04
                      DS3                                                                                                .67
             3.1.23   Channel Regeneration
                      3.1.23.1  DS1 Regeneration                                                       6.30                0
                      3.1.23.2  DS3 Regeneration                                                      41.32                0
<CAPTION>

                                                                                                    REGULAR            AFTER
                                                                                                     HOURS             HOURS
<S>                                                                                                <C>                <C>
     3.2     Virtual Collocation
             3.2.1    Maintenance Labor, per half hour                                                22.20            31.57
             3.2.2    Training Labor, per half hour                                                   23.95
             3.2.3    Engineering, per half hour                                                      24.55            35.25
             3.2.4    Installation, per half hour                                                     23.73            33.20

<CAPTION>

                                                                                                  RECURRING     NONRECURRING
<S>                                                                                            <C>             <C>

             3.2.5   Equipment Bay-recurring, per shelf                                                6.41

     3.3     Physical Collocation 
             3.3.1   Cage Enclosure                                                                     ICB              ICB
             3.3.2   Floor Space Lease
                     Zone 1                                                                            2.75
                     Zone 2                                                                            2.28
                     Zone 3                                                                            2.06
             3.3.3   Back up AC Power, per foot
                     20 Amp, Single Phase                                                               .02             9.78
                     20 Amp, Three Phase                                                                .02            11.08
                     30 Amp, Single Phase                                                               .02            10.21
                     30 Amp, Three Phase                                                                .02            12.38
                     40 Amp, Single Phase                                                               .02            11.23
                     40 Amp, Three Phase                                                                .02            13.82
                     50 Amp, Single Phase                                                               .02            12.52
                     50 Amp, Three Phase                                                                .03            15.74
                     60 Amp, Single Phase                                                               .02            13.58
                     60 Amp, Three Phase                                                                .03            17.46
                     100 Amp, Single Phase                                                              .03            15.78
                     100 Amp, Three Phase                                                               .04            22.18


                                                                       Page 117
<PAGE>

             3.3.4   Grounding
                     2/0 AWG                                                                          .1194             5.97
                     1/0 AWG                                                                          .1763             8.82
                     4/0 AWG                                                                          .2096            10.48
                     350 kcmil                                                                        .3228            16.14
                     500 kcmil                                                                        .3765            18.83
                     750 kcmil                                                                        .4672            23.36

             3.3.5   Humidification, per leased physical space                                        28.03

     3.4     Common Physical Collocation                                                       See the Physical Collocation
                                                                                               rates above, without the cage
                                                                                               Enclosure or Grounding rates.

<CAPTION>

4    UNBUNDLED NETWORK ELEMENTS                                                                RECURRING        NONRECURRING
<S>                                                                                            <C>             <C>

     4.1     Expanded Interconnection Channel Termination
             4.1.1   EICT Per Termination
                     DS0 2 wire                                                                         .44           383.30
                     DS0 4 wire                                                                         .86           383.30
                     DS1 Per each Termination                                                          4.28           256.87
                     DS3 Per each Termination                                                         14.98           269.78

<CAPTION>

                                                                             FIXED             PER MILE       NONRECURRING
<S>                                                                          <C>               <C>            <C>
     4.2     Unbundled Dedicated Interoffice Transport (UDIT)
             4.2.1    DS1 UDIT                                                                                       $302.91
                      DS1 0 Miles                                                 $0                     $0
                      DS1 Over 0 to 8 Miles                                   $35.98                  $0.65
                      DS1 Over 8 to 25 Miles                                  $35.99                  $0.94
                      DS1 Over 25 to 50 Miles                                 $36.00                  $1.75
                      DS1 Over 50 Miles                                       $36.00                  $1.59
 
             4.2.2    DS3 UDIT                                                                                       $302.91
                      DS3 0 Miles                                                 $0                     $0
                      DS3 Over 0 to 8 Miles                                  $243.17                 $13.32
                      DS3 Over 8 to 25 Miles                                 $246.15                 $15.90
                      DS3 Over 25 to 50 Miles                                $250.66                 $22.91
                      DS3 Over 50 Miles                                      $249.26                 $22.49
 
             4.2.3    DS0 UDIT                                                                                         Under
                                                                                                                 Development
                      DS0 0 Miles                                                  0                      0
                      DS0 Over 0 to 8 Miles                                     5.05                      0
                      DS0 Over 8 to 25 Miles                                    5.05                      0
                      DS0 Over 25 to 50 Miles                                   5.05                      0
                      DS0 Over 50 Miles                                         5.05                      0

<CAPTION>
                                                                                                  RECURRING     NONRECURRING
<S>                                                                                            <C>             <C>
                      DS0 UDIT Low Side Channelization                                         Under
                                                                                               Development



                                                                       Page 118
<PAGE>

             4.2.4    Multiplexing
                      DS3 to DS1                                                                     196.85           164.00
                      DS1 to DS0                                                                     200.08           289.37
             4.2.5    DS1/DS0 Low Side Channelization                                          Under
                                                                                               Development

      4.3    Unbundled Customer Controlled Rearrangement Element (UCCRE)
             4.3.1    DS1 Port                                                                 Under
                                                                                               Development
 
             4.3.2    DS3 Port                                                                 Under
                                                                                               Development
             4.3.3    Network Controller                                                       Under
                                                                                               Development
             4.3.4    Dial Up Access                                                           Under
                                                                                               Development
             4.3.6    DS1                                                                                              Under
                                                                                                                 Development
             4.3.7    DS3                                                                                              Under
                                                                                                                 Development
             4.3.8    Virtual Ports                                                                                    Under
                                                                                                                 Development
             4.3.9    Basic Installation                                                                               Under
                                                                                                                 Development

      4.4    Unbundled Loops
             4.4.1    Analog Loops
                      4.4.1.1  2-wire voice grade                                                    $21.98
                      4.4.1.2  4wire voice grade                                                     $22.90
 
             4.4.2    Non-loaded Loops
                      4.4.2.1  2-wire Non-loaded Loop                                                $21.98
                      4.4.2.2  4-wire Non-loaded Loop                                                $22.90
                      4.4.2.3  Unloading/Conditioning Charge                                                         $114.80
 
             4.4.3    Digital Capable Loops
                      4.4.3.1  Basic rate ISDN capable Loop                                           21.98
                      4.4.3.2  DS1 capable Loop                                                       89.42
                      4.4.3.3  Regeneration
                                  DS1                                                                 12.60
                                  DS3                                                                 82.63
                      4.4.3.4  Extension Technology                                                   $6.75

             4.4.4    Loop Installation Charges
                      4.4.4.1  Basic Installation
                                  First DS1 Installation                                                              482.00
                                  First Analog Installation                                                            45.92
                                  Each Additional Analog Installation                                                  40.92
                                  Residence 2-wire                                                                     40.92
                                  Business - 2-wire                                                                    45.92
                                  Residence 4-wire                                                                     41.81
                                  Business 4-wire                                                                      46.92
 

                                                                       Page 119
<PAGE>

                      4.4.4.2  Coordinated Installation Without Cooperative Testing
                                  First Analog Loop                                                                   118.05
                                  Each Additional Analog Loop                                                          59.75
                      4.4.4.3  Basic Installation With Performance Testing
                                  First Analog Loop                                                                   146.06
                                  Each Additional Analog Loop                                                          89.26
                      4.4.4.4  Coordinated Installation With Cooperative Testing
                                  First Analog Loop                                                                   194.22
                                  Each Additional Analog Loop                                                         137.93

     4.5     Network Interface Device (NID)                                                           $0.58           $30.00
 
     4.6     Tandem Switching
             DS1 Port                                                                                                  Under
                                                                                                                 Development
             Trunk Group/Member                                                                                        Under
                                                                                                                 Development
             Per minute of Use                                                                        0.0014

     4.7     Local Switching
             4.7.1    Analog Line Side Port                                                           $1.61           $42.58*
                      Vertical Features
                          Feature Package 1                                                                            $1.03
                          Feature Package 2                                                                            $5.31
             *If  Loop  and  Switching  are ordered together, this
                  nonrecurring charge does not apply.

             4.7.2    Digital Line Side Port (Supporting BRI ISDN)                                    18.84
                           Nonrecurring, first Port                                                                    94.09
                           Nonrecurring, each additional Port                                                          94.04
                           Vertical Feature Package 3                                          Under
                                                                                               Development

                           Common Block, establish                                                                      118.47
                           Common Block, features                                                                      327.05

             4.7.3    Digital Trunk Ports
                      4.7.3.1  DS1 Local Message Trunk Port                                    Under                   Under
                               (Supporting Local Message Traffic)                              Development       Development
                      4.7.3.2  Message Trunk Group                                             Under                   Under
                                                                                               Development       Development
                      4.7.3.3  DS1 Trunk Port                                                  Under                   Under
                              (Supporting DID/DOD/PB X)                                        Development       Development
                      4.7.3.4  Digital PRI ISDN Trunk Port                                     Under                   Under
                                                                                               Development       Development
             4.7.4    DS0 Analog Trunk Port                                                             ICB              ICB
             4.7.5    Local originating usage, per minute of use                                      .0028

     4.8     Customized Routing

             4.8.1    Development of Custom Line Class Code                                                              ICB
             4.8.2    Installation Charge, per switch                                                                    ICB
             4.8.3    Local Message Routing                                                                              ICB



                                                                       Page 120
<PAGE>
<CAPTION>
                                                                                                  RECURRING     NONRECURRING
<S>                                                                                            <C>              <C>

     4.9     Common Channel Signalling/SS7
             4.9.1    STP Port                                                                      $425.00            Under
                                                                                                                 Development
             4.9.2    Options Activation Charge
                      4.9.2.1  Basic Translations
                      First Point Code                                                                                 Under
                                                                                                                 Development
                      Each Additional Point Code                                                                       Under
                                                                                                                 Development
                      4.9.2.2  Database Translations
                      First Point Code                                                                                 Under
                                                                                                                 Development
                      Each Additional Point Code                                                                       Under
                                                                                                                 Development

             4.9.3    Signal Formulation, per Signaling message                                Under
                                                                                               Development
             4.9.4    Signal Transport, per Signaling message                                  Under
                                                                                               Development
             4.9.5    Signal Switching, per Signalling message                                 Under
                                                                                               Development

     4.10    Construction Charges                                                                       ICB              ICB

<CAPTION>

5      INTERIM NUMBER PORTABILITY                                                                 RECURRING     NONRECURRING
<S>  <C>     <C>                                                                          <C>                   <C>

     5.1     Number Ported                                                                               NA            $4.47
     5.2     Additional Call Path                                                                        NA
     5.3     Service Establishment, per route, per switch                                                             $20.65
     5.4     Service Establishment, additional number ported or changes to existing                                    $3.32
             numbers, per number ported
     5.5     Coordinated Out of Hours Cut                                                                              Under
                                                                                                                 Development

6      LOCAL NUMBER PORTABILITY
     6.1     LNP Queries                                                                       FCC Tariff #5

7    911/E911                                                                                             No Charge


8    DIRECTORY ASSISTANCE
     8.1     Regional Directory Assistance, per call                                                  $0.34
     8.2     National Directory Assistance, per call                                                 $0.385
     8.3     Custom Call Branding, setup and recording                                                                 Under
                                                                                                                 Development
     8.4     Call Completion, per call                                                         Under
                                                                                               Development
     8.5     Call Completion Link, per call                                                    Under
                                                                                               Development

9    WHITE PAGES DIRECTORY LISTINGS
     9.1     Primary Listing                                                                              No Charge


                                                                  Page 121
<PAGE>


     9.2     Premium/Privacy Listing                                                      General Exchange Tariff Rate, less
                                                                                                  wholesale discount

10   DIRECTORY ASSISTANCE LIST INFORMATION
     10.1    Initial Database Load, per Listing                                                       $0.05
     10.2    Reload of Database, per Listing                                               20% Discount off
                                                                                            of Initial Load
     10.3    Daily Updates, per Listing                                                               $0.06
     10.4    One-time Set Up Free                                                                                $64.06/hour
     10.5    Media Charges for File Delivery
             10.5.1   Electronic transmission                                                        $0.002
             10.5.2   Tapes (charges only apply if this is selected as the normal delivery         $30/tape
                      medium for daily updates)
             10.5.3   Shipping Charges (for tape delivery)                                   Actual rate
                                                                                              charged by
                                                                                           carrier selected

11   TOLL AND ASSISTANCE OPERATOR SERVICES
     11.1    Option A - Per Message
             Operator Handled Calling Card                                                            $0.46
             Machine Handled Call                                                                     $0.18
             Station Call                                                                             $0.84
             Person Call                                                                              $2.05
             Connect to Directory Assistance                                                          $0.55
             Busy Line Verify                                                                         $0.72
             Busy Line Interrupt                                                                      $0.87
             Operator Assistance                                                                      $0.36

     11.2    Option B - Per Operator Work Second and Computer Handled Calls
             Operator Handled, per operator work second                                              $.0200
             Machine Handled, per call                                                                $0.13

12   ADVANCED INTELLIGENT NETWORK (AIN)
     12.1    AIN Service Creation Environment                                                                            ICB
     12.2    Access to AIN Operational Support Systems/Service Management                      Under                   Under
                                                                                               Development       Development
     12.3    AIN Query Processing, per query                                                   Under
                                                                                               Development

13   LINE INFORMATION DATABASE (LIDB)
     13.1    LIDB Storage                                                                                              Under
                                                                                                                 Development
     13.2    Line Validation Administration System Access (LVAS)                                                       Under
                                                                                                                 Development
             13.2.1   LIDB Line Record Initial Load                                                                    Under
                                                                                                                 Development
             13.2.2   Mechanized Service Account Update, per addition or update                Under
                                                                                               Development
             13.2.3   Individual Line Record Audit                                                                     Under
                                                                                                                 Development
             13.2.4   Account Group Audit                                                                              Under
                                                                                                                 Development



                                                                  Page 122
<PAGE>


             13.2.5   Expedited Request Charge for Manual Updates                                                      Under
                                                                                                                 Development
     13.3    LIDB Query Service, per query                                                     Under
                                                                                               Development
     13.4    Fraud Alert Notification, per alert                                               Under
                                                                                               Development

14   ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS OF WAY
     14.1    Pole Inquiry Fee, per mile                                                                              $114.00
     14.2    Innerduct Inquiry Fee, per mile                                                                         $171.00
     14.3    Field Verification Fee                                                                                      ICB
     14.4    Make-Ready Work                                                                                             ICB
     14.5    Pole Attachment Fee, per foot, per year                                                  $2.85
     14.6    Innerduct Occupancy Fee, per foot, per year - Large City Urban                           $2.12
     14.7    Innerduct Occupancy Fee, per foot, per year - Urban                                      $2.09
     14.8    Innerduct Occupancy Fee, per foot, per year - Rural & Suburban
     
15   8XX DATABASE QUERY SERVICE
     15.1    Per Query                                                                          $0.00117966
     15.2    POTS Translation                                                                   $0.00005115
     15.3    Call Handling & Destination Feature                                                $0.00004194

16   ICNAM, PER QUERY                                                                                $0.016

17   BONA FIDE REQUEST PROCESS
     17.1    Processing Fee                                                                                        $2.128.00

18   CONSTRUCTION CHARGES                                                                               ICB              ICB

19   DAILY USAGE RECORD FILE, PER RECORD                                                             $.0011

20   Category 11 Mechanized Record Charge, per record                                                $.0025


</TABLE>
                                                                  Page 123
<PAGE>

FOR COLORADO:

Replace Appendix A in its entirety as follows:

                                 APPENDIX A

                                  COLORADO

At the time of signature of this Agreement, all rates shall be in accordance
with current Colorado tariff.

However, for Interconnection, Resold Services and Unbundled Network Elements,
ACI and U S WEST agree to use state-specified permanent rates where established,
or where no state-specified permanent rate exists, the Parties agree to use the
state-specified interim rates where established.  Where no state-specified
permanent or interim rates exist, the Parties agree to use the ordered and
approved AT&T rates as interim rates until such time as the state Commission
issues an order implementing approved permanent or interim rates.  Where no
state-specified or approved AT&T rates exist, U S WEST TELRIC rates will be
used.  Upon issuance of an order by the state Commission setting state-specified
permanent rates, U S WEST will move ACI to such approved rates for those states
and true up the amounts charged to that point under state interim rates, AT&T
approved rates or U S WEST TELRIC rates, from the effective date of the
agreement.  If either state-specified interim or permanent or approved AT&T
rates are later modified on appeal, on a retroactive basis, a true up will
occur.  For purposes of this Agreement, "Rates" include rate structure.



                                                                        Page 124
<PAGE>

FOR MINNESOTA:

Replace Appendix A in its entirety as follows:


                                 APPENDIX A

                                 MINNESOTA

For Interconnection, Resold Services and Unbundled Network Elements, ACI and U S
WEST agree to use state-specified permanent rates where established, or where no
state-specified permanent rate exists, the Parties agree to use the state-
specified interim rates where established.  Where no state-specified permanent
or interim rates exist, the Parties agree to use the ordered and approved AT&T
rates as interim rates until such time as the state Commission issues an order
implementing approved permanent or interim rates.  Where no state-specified or
approved AT&T rates exist, U S WEST TELRIC rates will be used.  Upon issuance of
an order by the state Commission setting state-specified permanent rates, U S
WEST will move ACI to such approved rates for those states and true up the
amounts charged to that point under state interim rates, AT&T approved rates or
U S WEST TELRIC rates, from the effective date of the agreement.  If either
state-specified interim or permanent or approved AT&T rates are later modified
on appeal, on a retroactive basis, a true up will occur.  For purposes of this
Agreement, "Rates" include rate structure.


                                                                        Page 125

<PAGE>

In accordance with the above paragraph the following rates reflect AT&T 
arbitrated rates, and where no AT&T arbitrated rates exist then U S WEST 
TELRIC rates were included. 

<TABLE>
<S>  <C>  <C>                                                         <C>
-------------------------------------------------------------------------------
1    RESALE 
-------------------------------------------------------------------------------
     1.1  Services not available for Resale 
     -    Customer Premises Equipment (separately or in a package) 
     -    Enhanced Services 
     -    Inside Wire (including installation, sale or maintenance) 
     -    USW Calling Card 
     -    Concession Service 
     -    Promotions of less than 90 days 

     1.2  Except as qualified below, all USW Telecommunications 
          Services shall be available for Resale at the following 
          discounts: 
           Basic Residential Line Service:  12% discount 
           Basic Business Line Service:  18% discount 
           All other USW Telecommunication Services:  18% discount 

          1.2.1  The following services are available only to the 
                  same class of customer eligible to purchase that
                  service from USW: 
              - Grandfathered 
              - Residence 
              - Lifeline/Link-up 

          1.2.2  The following services are available for resale 
                  under this Agreement but are not included in the 
                  wholesale pricing reflected above:
              - Public Access Lines 
              - Private Line used for Special Access 

          1.2.3 IntraLATA Toll Charges -[Co-Provider] shall have its
                  choice of obtaining USW provided intraLATA toll for
                  resale at an 18% discount or, in Arizona, providing 
                  its own intraLATA toll.  Whichever toll provisioning 
                  arrangement [Co-Provider] selects (either USW provided 
                  or intraLATA toll self provisioned by [Co-Provider]) 
                  shall apply uniformly to all lines resold by 
                  [Co-Provider]. 

     1.3  Customer Transfer Charge

     The following nonrecurring charges apply when
     converting a USW account to a [Co-Provider] account
     or when changing an end user from one Reseller to
     another.

          1.3.1  POTS CTC
                  1(st) line, Mechanized                             $14.56*
                  Additional line, Mechanized                         $6.57*
                  1st line, Manual                                   $27.52*
                  Additional line, Manual                             $7.12*



                                                                        Page 126

<PAGE>

          1.3.2  Private Line Transport Services
                  1(st) Circuit                                       45.08*
                  Additional Circuit, per circuit, same 
                  CSR                                                 31.19*

         1.3.3   Advanced Communications Services, per
                  circuit                                             50.48*

                 *USW regional rate

     1.4  Product Specific Nonrecurring Charge:  As set 
     forth in USW tariffs, the product specific
     nonrecurring charges, without discount, will
     apply when additional lines or trunks are added
     or when the end user adds features or services to
     existing lines or trunks.

<CAPTION>
-------------------------------------------------------------------------------
2  RECIPROCAL TRAFFIC EXCHANGE
-------------------------------------------------------------------------------
                                                       RECURRING  NONRECURRING
<S>  <C>  <C>                                          <C>        <C>
     2.1  Entrance Facilities
          2.1.1     DS1                                  $104.09       $543.44
          2.1.2     DS3                                  $417.86       $644.64

     2.2  LIS EICT
          2.2.1     DS1                                    $9.29       $200.00
          2.2.2     DS3                                   $32.53       $300.00

<CAPTION>
     2.3  Direct Trunked Transport             FIXED     PER MILE  NONRECURRING
     <S>  <C>                                  <C>         <C>      <C>
          2.3.1     DS1 0 Miles                    $0         $0             0
                    DS1 Over 0 to 8 Miles      $42.11      $0.60
                    DS1 Over 8 to 25 Miles     $42.11      $0.68
                    DS1 Over 25 to 50 Miles    $42.12      $1.96
                    DS1 Over 50 Miles          $42.11      $1.11

          2.3.2     DS3 0 Miles                    $0         $0             0
                    DS3 Over 0 to 8 Miles     $286.44     $12.50
                    DS3 Over 8 to 25 Miles    $287.06     $12.62
                    DS3 Over 25 to 50 Miles   $293.13     $26.36
                    DS3 Over 50 Miles         $268.78     $16.53

RECURRING  NONRECURRING

          2.3.3     Multiplexing, DS3 to DS1             $236.06       $403.25

    2.4   Local Traffic

          2.4.1     Call Termination
                    End office call termination, per
                    minute of use                      $0.002600

          2.4.2     Tandem Switched Transport
               2.4.2.1   Tandem Switching, per MOU     $0.001828

               2.4.2.2   Tandem Transmission, per
                         MOU                             FIXED      PER MILE

               0 Miles                                        $0            $0



                                                                         Page 127
<PAGE>

       Over 0 to 8 Miles                               $0.000413     $0.000008
       Over 8 to 25 Miles                              $0.000412     $0.000007
       Over 25 to 50 Miles                             $0.000407     $0.000011
       Over 50 Miles                                   $0.000409     $0.000013

     2.5  Cancellation Charge (LIS Trunks)           Applicable State Switched
                                                           Access Tariff

     2.6  Expedite Charge (LIS Trunks)               Applicable State Switched
                                                           Access Tariff

     2.7  Construction Charges                               ICB           ICB

<CAPTION>
                                                       RECURRING  NONRECURRING
     <S>  <C>                                        <C>          <C>

     2.8  Stranded Capacity Charge
               DS1                                   See DS1       Applicable
                                                     Direct        DS1 Private
                                                     Trunked       Line
                                                     Transport     Transport
                                                     recurring     Service
                                                     charge        Tariff
                                                     (fixed and    nonrecurring
                                                     per mile)     charge.
                                                     for 11 years

               DS3                                   See DS3       Applicable
                                                     Direct        DS3 Private
                                                     Trunked       Line
                                                     Transport     Transport
                                                     recurring     Service
                                                     charge        Tariff
                                                     (fixed and    nonrecurring
                                                     per mile)     charge
                                                     for 11
                                                     years.

     2.9  Trunk Utilization Charge                   See the above DS1 Direct
                                                     Trunked Transport rates

     2.10 IntraLATA Toll                             USW State Switched Access
                                                     Tariff

     2.11 Transit Traffic
          2.11.1   Local Transit                     See Tandem Switching and
                                                     Tandem Transmission rates
                                                     above.

          2.11.2   IntraLATA Toll                    USW Switched Access Tariff

          2.11.3   Jointly Provided Switched         Applicable Switched Access
                   Access                            Tariff

<CAPTION>
-------------------------------------------------------------------------------
3  COLLOCATION                                         RECURRING   NONRECURRING
-------------------------------------------------------------------------------
<S>  <C>  <C>                                          <C>         <C>
     3.1  All Collocation
          3.1.1    Quote Preparation Fee                                2172.83
          3.1.2    Collocation Entrance Facility,            1.68       1548.27
                    per fiber
          3.1.3    Cable Splicing
                Per set-up                                               471.82
                Per fiber spliced                                         37.72
          3.1.4    -48 Volt DC Power, per ampere            19.57
          3.1.5    -48 Volt DC Power Cable, Per
                    Foot, per A and B feeder
                   20 Amp Feed                                .22         69.78
                   40 Amp Feed                                .30         94.62
                   60 Amp Feed                                .34        106.57
                   100 Amp Feed                               .25        146.28


                                                                        Page 128

<PAGE>

                   200 Amp Feed                               .39        229.15
                   300 Amp Feed                               .54        316.47
                   400 Amp Feed                               .69        409.28

                                                           REGULAR        AFTER
                                                            HOURS         HOURS

          3.1.6    Inspector Labor, per half hour,       
                   minimum 4 hours                          27.58         35.84
<CAPTION>

                                                        RECURRING   NONRECURRING
          <S>     <C>                                   <C>         <C>
          3.1.7    SPOT Frame, Per Termination
                  DS0                                         .02          5.34
                  DS1                                         .02         12.64
                  DS3                                         .30        191.66

          3.1.8    SPOT Frame, Block Terminations
                  DS0, Per 100                               2.04        637.10
                  DS1, Per 28                                 .75        464.20
                  DS3, Per each Termination                   .41        257.78

          3.1.9    Security, Per employee, Per C.O.          6.69

          3.1.10   Heating and Air Conditioning               ICB           ICB

          3.1.11   Cable Racking
                  DS0                                                       .52
                  DS1                                                      1.04
                  DS3                                                       .61

          3.1.12   Channel Regeneration
                3.1.12.1    DS1 Regeneration                                  0
                3.1.12.2    DS3 Regeneration                                  0
                                                            REGULAR       AFTER
                                                             HOURS        HOURS
     3.2  Virtual Collocation
          3.2.1    Maintenance Labor, per 1/2 hour          24.44         32.50
          3.2.2    Training Labor, per 1/2 hour             24.44
          3.2.3    Engineering, per 1/2 hour                23.83         31.88
          3.2.4    Installation, per 1/2 hour               27.58         35.84
<CAPTION>

                                                       RECURRING   NONRECURRING
     <S>  <C>      <C>                                 <C>         <C>
          3.2.5    Equipment Bay - recurring, per
                   shelf                                     8.25

     3.3   Physical Collocation
          3.3.1    Cage Enclosure                             ICB           ICB
          3.3.2    Floor Space Lease, per square foot        6.24
          3.3.3    Backup AC Power, per foot


                                                                        Page 129
<PAGE>

                  20 Amp, Single Phase                        .02         10.74
                  20 Amp, Three Phase                         .02         12.16
                  30 Amp, Single Phase                        .02         11.21
                  30 Amp, Three Phase                         .02         13.59
                  40 Amp, Single Phase                        .02         12.33
                  40 Amp, Three Phase                         .03         15.17
                  50 Amp, Single Phase                        .02         13.74
                  50 Amp, Three Phase                         .03         17.27
                  60 Amp, Single Phase                        .03         14.90
                  60 Amp, Three Phase                         .03         19.16
                  100 Amp, Single Phase                       .03         17.32
                  100 Amp, Three Phase                        .04         24.34
          3.3.4    Grounding
                  2 AWG                                     .1336          6.55
                  1/0 AWG                                   .1970          9.68
                  4/0 AWG                                   .2343         11.50
                  350 kcmil                                 .3610         17.72
                  500 kcmil                                 .4209         20.66
                  750 kcmil                                 .5224         25.64

     3.4  Common Physical Collocation                See the Physical
                                                     Collocation rates above, 
                                                     without the cage
                                                     Enclosure or Grounding
                                                     rates.
<CAPTION>

-------------------------------------------------------------------------------
4    UNBUNDLED NETWORK ELEMENTS                         RECURRING  NONRECURRING
-------------------------------------------------------------------------------
<S>  <C>  <C>                                           <C>        <C>
     4.1  Expanded Interconnection Channel Termination
          4.1.1   EICT Per Termination
                  DS0 2 wire                                  .51
                  DS0 4 wire                                 1.29
                  DS1 Per each Termination                   1.29
                  DS3 Per each Termination                  17.24
<CAPTION>

                                                  FIXED   PER MILE  NONRECURRING
    <S>   <C>                                    <C>     <C>       <C>
     4.2   Unbundled Dedicated
    Interoffice Transport (UDIT)
          4.2.1   DS1 UDIT                                              $302.91
                  DS1 0 Miles                          0       $0
                  DS1 Over 0 to 8 Miles            42.11      .60
                  DS1 Over 8 to 25 Miles           42.11      .68
                  DS1 Over 25 to 50 Miles          42.11     1.96
                  DS1 Over 50 Miles                42.11     1.11

          4.2.2   DS3 UDIT                                              $302.91
                  DS3 0 Miles                          0        0
                  DS3 Over 0 to 8 Miles           286.44    12.50
                  DS3 Over 8 to 25 Miles          287.06    12.62
                  DS3 Over 25 to 50 Miles         293.13    26.36
                  DS3 Over 50 Miles               268.78    16.53

          4.2.3  DS0 UDIT                                                  Under
                                                                     Development
                  DS0 0 Miles                          0        0


                                                                        Page 130

<PAGE>

                  DS0 Over 0 to 8 Miles            21.18      .10
                  DS0 Over 8 to 25 Miles           21.17      .10
                  DS0 Over 25 to 50 Miles          21.17      .15
                  DS0 Over 50 Miles                21.19      .20

<CAPTION>

                                                         RECURRING  NONRECURRING
      <S> <C>     <C>                                    <C>        <C>
                  DS0 UDIT Low Side                      Under
                  Channelization                         Development

          4.2.4  Multiplexing
                  DS3 to DS1                                 236.06       403.25
                  DS1 to DS0                                 225.98        Under
                                                                     Development

          4.2.5  DS1/DS0 Low Side Channelization         Under
                                                         Development
     4.3  Unbundled Customer Controlled
     Rearrangement Element (UCCRE)
          4.3.1  DS1 Port                                Under
                                                         Development
          4.3.2  DS3 Port                                Under
                                                         Development
          4.3.3  Network Controller                      Under
                                                         Development
          4.3.4  Dial Up Access                          Under
                                                         Development
          4.3.5  Attendant Access                        Under
                                                         Development
          4.3.6  DS1                                                       Under
                                                                     Development
          4.3.7  DS3                                                       Under
                                                                     Development
          4.3.8  Virtual Ports                                             Under
                                                                     Development
          4.3.9  Basic Installation                                        Under
                                                                     Development

     4.4   Unbundled Loops
          4.4.1  Analog Loops
               4.4.1.1  2-wire voice grade                  12.03
               4.4.1.2  4-wire voice grade                  12.03

          4.4.2  Non-loaded Loops
               4.4.2.1  2-wire Non-loaded Loop              12.03
               4.4.2.2  4-wire Non-loaded Loop              12.03
               4.4.2.3  Unloading/Conditioning Charge                     114.80

          4.4.3  Digital Capable Loops
               4.4.3.1  Basic rate ISDN capable Loop        12.03
               4.4.3.2  DS1 capable Loop                   104.09
               4.4.3.3  Regeneration


                                                                        Page 131

<PAGE>

                          DS1                               14.56              0
                          DS3                               41.32              0
               4.4.3.4  Extension Technology                 6.75

          4.4.4  Loop Installation Charges
               4.4.4.1  Basic Installation
                           First DS1 Installation                         543.44
                           First Analog                                    92.80
                           Each Additional Analog                              0
               4.4.4.2  Coordinated Installation
                         Without Cooperative Testing
                           First Analog Loop                              121.51
                           Each Additional Analog Loop                     61.48
               4.4.4.3  Basic Installation With
                         Performance Testing
                           First Analog Loop                              148.27
                           Each Additional Analog Loop                         0
               4.4.4.4  Coordinated Installation With
                         Cooperative Testing
                           First Analog Loop                              198.53
                           Each Additional Analog Loop                         0

     4.5  Network Interface Device (NID)                   Not             62.12
                                                       Applicable

     4.6  Tandem Switching 
           DS1 Port                                                        Under
                                                                     Development
           Trunk Group/Member                                              Under
                                                                     Development
           Per minute of Use                                .0032
     4.7  Local Switching
          4.7.1   Analog Line Side Port                      1.49
                 Nonrecurring, First Port                                 114.17
                 Nonrecurring, Each Additional                             28.23
                  Port
                   Vertical Features
                     Feature Package 1                       1.03
                     Feature Package 2                       5.31

          4.7.2   Digital Line Side Port                    18.84
                   (Supporting BRI ISDN)
                 Nonrecurring, first Port                                  94.09
                 Nonrecurring, each additional                             94.04
                  Port
                   Vertical Feature Package 3         Under
                                                      Development
                   Common Block, establish                                118.47
                   Common Block, features                                 327.05

          4.7.3  Digital Trunk Ports
               4.7.3.1  DS1 Local Message Trunk Port  Under                Under
                         (Supporting Local Message    Development    Development
                         Traffic)
               4.7.3.2  Message Trunk Group           Under                Under
                                                      Development    Development
               4.7.3.3  DS1 Trunk Port (Supporting    Under                Under
                         DID/DOD/PB X)                Development    Development
               4.7.3.4  Digital PRI ISDN Trunk Port   Under                Under
                                                      Development    Development
          4.7.4  DS0 Analog Trunk Port                        ICB            ICB



                                                                        Page 132
<PAGE>

          4.7.5  Local originating usage, per
                 minute of use                              .0026

     4.8  Customized Routing
          4.8.1  Development of Custom Line Class
                 Code                                                        ICB
          4.8.2  Installation Charge, per switch                             ICB
          4.8.3  Local Message Routing                                       ICB

<CAPTION>

                                                         RECURRING  NONRECURRING
     <S>  <C>                                            <C>        <C>
     4.9  Common Channel Signalling/SS7
          4.9.1  STP Port                                 $425.00

          4.9.2  Options Activation Charge
               4.9.2.1  Basic Translations
                 First Point Code                                         Under
                                                                    Development
                 Each Additional Point Code                               Under
                                                                    Development
               4.9.2.2  Database Translations
                 First Point Code                                         Under
                                                                    Development
                 Each Additional Point Code                               Under
                                                                    Development

          4.9.3  Signal Formulation, per Signaling   Under
                  message                            Development
          4.9.4  Signal Transport, per Signaling     Under
                  message                            Development
          4.9.5  Signal Switching, per Signalling    Under
                  message                            Development

     4.10  Construction Charges                               ICB           ICB

<CAPTION>

-------------------------------------------------------------------------------
5  INTERIM NUMBER PORTABILITY                           RECURRING  NONRECURRING
-------------------------------------------------------------------------------
<S>  <C>   <C>                                          <C>        <C>
     5.1   RCF First Number Ported, per service order           *
     5.2   RCF Additional Number Port, per service              
            order                                               *
     5.3   RCF Service Establishment, per route, per                           
            switch                                                             *
     5.4   RCF Service Establishment, per service                              
            order                                                              *
     5.5   DID, per number Ported                               *
     5.6   DID, Service Establishment, per route, per                          
            switch                                                             *
     5.7   DID Service Establishment, per service                              
            order                                                              *
     5.8   DNRI, per number Ported                              *
     5.9   DNRI, Service Establishment, per route, per                         *
            switch
     5.10  DNRI, Service Establishment, per service                            *
            order                                                              *
     5.11  Coordinated Out of Hours Cut                                    Under
                                                                     Development
     *INP Rates are subject to change pursuant to FCC
      cost recovery guidelines or applicable
      Commission ruling.

--------------------------------------------------------------------------------
6  LOCAL NUMBER PORTABILITY
--------------------------------------------------------------------------------
     6.1  LNP Queries                                FCC Tariff #5


                                                                        Page 133

<PAGE>

--------------------------------------------------------------------------------
7    911/E911                                                No Charge
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
8  DIRECTORY ASSISTANCE
--------------------------------------------------------------------------------
     8.1  Regional Directory Assistance, per call           $0.34
     8.2  National Directory Assistance, per call          $0.385
     8.3  Custom Call Branding, setup and recording                        Under
                                                                     Development
     8.4  Call Completion, per call                         Under
                                                      Development

     8.5  Call Completion Link, per call                    Under
                                                      Development

--------------------------------------------------------------------------------
9  WHITE PAGES DIRECTORY LISTINGS
--------------------------------------------------------------------------------
     9.1  Primary Listing                                    No Charge
     9.2  Premium/Privacy Listing                     General Exchange Tariff
                                                        Rate, less wholesale
                                                             discount

--------------------------------------------------------------------------------
10  DIRECTORY ASSISTANCE LIST INFORMATION
--------------------------------------------------------------------------------
     10.1 Initial Database Load, per Listing                $0.05
     10.2 Reload of Database, per Listing            20% Discount
                                                       off of
                                                     Initial Load
     10.3 Daily Updates, per Listing                        $0.06
     10.4 One-time Set Up Free                                     $64.06/hour
     10.5 Media Charges for File Delivery
          10.5.1    Electronic transmission                $0.002
          10.5.2    Tapes (charges only apply if this    
                     is selected as the normal
                     delivery medium for daily
                     updates)                          $30/tape
          10.5.3    Shipping Charges (for tape        Actual rate
                     delivery)                        charged by
                                                       carrier
                                                       selected

--------------------------------------------------------------------------------
11 TOLL AND ASSISTANCE OPERATOR SERVICES
--------------------------------------------------------------------------------
     11.1 Option A - Per Message
           Operator Handled Calling Card                    $0.44
           Machine Handled Call                             $0.20
           Station Call                                     $0.88
           Person Call                                      $2.13
           Connect to Directory Assistance                  $0.45
           Busy Line Verify                                 $0.69
           Busy Line Interrupt                              $0.84
           Operator Assistance                              $0.36

     11.2 Option B - Per Operator Work Second and
     Computer Handled Calls
           Operator Handled, per operator work second      $.0252
           Machine Handled, per call                        $0.16

--------------------------------------------------------------------------------
12 ADVANCED INTELLIGENT NETWORK (AIN)
--------------------------------------------------------------------------------
     12.1 AIN Service Creation Environment                                   ICB
     12.2 Access to AIN Operational Support           Under                Under
     Systems/Service Management                       Development    Development
     12.3 AIN Query Processing, per query             Under
                                                      Development

                                                                        Page 134

<PAGE>

--------------------------------------------------------------------------------
13 LINE INFORMATION DATABASE (LIDB)
--------------------------------------------------------------------------------
     13.1 LIDB Storage                                                     Under
                                                                     Development
     13.2 Line Validation Administration System                            Under
           Access (LVAS)                                             Development
          13.2.1    LIDB Line Record Initial Load                          Under
                                                                     Development
          13.2.2    Mechanized Service Account        Under
                     Update, per addition or update   Development
          13.2.3    Individual Line Record Audit                          Under
                                                                    Development
          13.2.4    Account Group Audit                                   Under
                                                                    Development
          13.2.5    Expedited Request Charge for                          Under
                     Manual Updates                                 Development
     13.3 LIDB Query Service, per query               Under
                                                      Development
     13.4 Fraud Alert Notification, per alert         Under
                                                      Development

--------------------------------------------------------------------------------
14 ACCESS TO POLES, DUCTS, CONDUITS AND RIGHTS OF WAY
--------------------------------------------------------------------------------
     14.1 Pole Inquiry Fee, per mile                                     $114.00
     14.2 Innerduct Inquiry Fee, per mile                                $171.00
     14.3 Field Verification Fee                                             ICB
     14.4 Make-Ready Work                                                    ICB
     14.5 Pole Attachment Fee, per foot, per year           $2.00
     14.6 Innerduct Occupancy Fee, per foot, per year
     - Large City Urban                                     $2.59
     14.7 Innerduct Occupancy Fee, per foot, per year
     - Urban                                                $2.54
     14.8 Innerduct Occupancy Fee, per foot, per year
     - Rural & Suburban                                     $2.46

--------------------------------------------------------------------------------
15 8XX DATABASE QUERY SERVICE
--------------------------------------------------------------------------------
     15.1 Per Query                                   $0.00121979
     15.2  POTS Translation                           $0.00006570
     15.3  Call Handling & Destination Feature        $0.00005387

--------------------------------------------------------------------------------
16 ICNAM, PER QUERY                                        $0.016
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
17 BONA FIDE REQUEST PROCESS
--------------------------------------------------------------------------------
     17.1 Processing Fee                                               $2.128.00

--------------------------------------------------------------------------------
18   CONSTRUCTION CHARGES                                     ICB            ICB
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
19   DAILY USAGE RECORD FILE, PER RECORD                   $.0011
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
20   CATEGORY 11 MECHANIZED RECORD CHARGE, PER RECORD      $.0025
--------------------------------------------------------------------------------
</TABLE>


                                                                        Page 135
<PAGE>

FOR OREGON:

Replace Appendix A in its entirety as follows:

                                 APPENDIX A

                                  OREGON

For Interconnection, Resold Services and Unbundled Network Elements, ACI and 
U S WEST agree to use permanent rates as specified in the current Oregon 
tariff, or where no state-specified permanent rate exists, the Parties agree 
to use the state-specified interim rates where established.  Where no 
state-specified permanent or interim rates exist, the Parties agree to use 
the ordered and approved AT&T rates as interim rates until such time as the 
state Commission issues an order implementing approved permanent or interim 
rates.  Where no state-specified or approved AT&T rates exist, U S WEST 
TELRIC rates will be used.  Upon issuance of an order by the state Commission 
setting state-specified permanent rates, U S WEST will move ACI to such 
approved rates for those states and true up the amounts charged to that point 
under state interim rates, AT&T approved rates or U S WEST TELRIC rates, from 
the effective date of the agreement.  If either state-specified interim or 
permanent or approved AT&T rates are later modified on appeal, on a retroactive
basis, a true up will occur.  For purposes of this Agreement, "Rates" include 
rate structure.


                                                                        PAGE 137