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                                                                    EXHIBIT 10.2
[BUSINESS TELECOM, INC. LOGO]

                           Carrier Services Agreement

This Agreement, dated July 16, 2001, is between Business Telecom, Inc., a North
Carolina corporation with its principal office at 4300 Six Forks Road, Raleigh,
North Carolina 27609, hereinafter called "BTI" and Knology, Inc. hereinafter
called "Customer" located at 1241 O.G. Skinner Drive, West Point, GA.  31833.

WITNESSED: BTI agrees to provide telecommunications services, attached hereto
and incorporated herein, to Customer on the following terms and conditions, and
Customer hereby agrees to accept such services pursuant to this Agreement.

1.  Entire Agreement.  This Agreement covers the entire understanding of the
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    parties and any oral representations or agreements are hereby merged in this
    Agreement upon its execution.

2.  Agreement Modifications.  This Agreement may be modified only by mutual
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    consent and in writing, with notice to BTI sent to:

    BTI
    President & Chief Operating Officer
    4300 Six Forks Road, Suite 900
    Raleigh, North Carolina 27609

    and notice to Customer sent to:

    Knology, Inc.
    Attn: General Counsel
    P.O. Box 510, 1241 O.G. Skinner Drive
    West Point, GA  31833

3.  Scope of Agreement.  BTI agrees to provide Customer with telecommunications
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    services to include, but not limited to:

    A. InterState Termination and Directory Assistance Services, as per Exhibit
       B.1
    B. IntraState Termination Services, as per Exhibit B.2.
    C. Toll Free Origination and RespOrg Services, as per Exhibit C
    D. International Services, as per Exhibit D
    E. Payphone Owner Compensation, as per Exhibit E

4.  Nondisclosure.  Neither party shall disclose to any third party during the
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    service term any of the terms and conditions set forth in this Agreement
    unless such disclosure is lawfully required by any federal governmental
    agency or is otherwise required to be disclosed by law or is necessary in
    any proceeding establishing rights and obligations under this Agreement.
    Either party reserves the right to terminate this Agreement immediately
    upon delivering written notice to Customer of any unpermitted third party
    disclosure thereunder.

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5.   No-Waiver.  No term or provision of this Agreement shall be deemed waived
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     and no breach or default shall be deemed excused unless such waiver or
     consent shall be in writing and signed by the party claimed to have waived
     or consented.  No consent by any party to, or waiver of, a breach or
     default by the other, whether expressed or implied, shall constitute a
     consent to, waiver of, or excuse for any different or subsequent breach or
     default.

6.   Term.  The term of this Agreement shall be effective, and its obligations
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     shall commence, upon the date of execution by the parties.  This Agreement
     shall be effective for a period of one (1) year from the date of
     commencement of services hereof, notwithstanding violation of nondisclosure
     clause of Agreement.  This Agreement will be automatically renewed every
     month after the expiration of the initial term.  If either party desires to
     cancel this Agreement after the initial or subsequent terms, it shall give
     the other party notice of its intent to cancel at least ninety (90) days
     prior to the cancellation. This Agreement shall continue and remain in full
     force and effect, until canceled by either party under the provisions for
     due notice contained herein.

7.   Payment. Customer hereby acknowledges that billings are done on a monthly
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     basis for service at the rates described in the aforementioned Exhibits and
     must be paid within twenty-five (25) days of date of bill by Customer.  If
     payment is not received by BTI within twenty-five (25) days, Customer
     agrees to pay BTI a one and one-half percent (1.5%) late charge on all
     undisputed outstanding balances. Furthermore, if payment of services is
     past due, BTI also reserves the right to terminate service upon five (5)
     days prior written notice to Customer.  This termination does not relieve
     Customer of payment performance for the period of time in which service was
     actually provided (i.e., prior to termination).

8.   Billing Disputes.   Notwithstanding the foregoing, Customer may deduct from
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     BTI Service billings for amounts reasonably disputed by customer, provided
     Customer: (I) pays all undisputed charges on or before the Due Date,  (ii)
     presents a written statement of any billing discrepancies to BTI in
     reasonable detail on or before the Due Date of the invoice in question, and
     (iii) negotiates in good faith with BTI for the purpose of resolving such
     dispute.  In the event such dispute is resolved in favor of BTI, Customer
     agrees to pay BTI the disputed amounts together with any late fees within
     five (5) days of the resolution.  In the event the dispute cannot be
     resolved within a period of sixty (60) days following the Due Date of the
     invoice in question, (unless BTI has agreed in writing to extend such
     period) all disputed amounts together with late fees shall become
     immediately due and payable, and this provision shall not be construed to
     prevent Customer from pursuing any available legal remedies.  BTI shall not
     be obligated to consider any Customer notice of billing discrepancies which
     are received by BTI more than sixty (60) days following the Due Date of the
     invoice in question.  In the event that Customer fails to pay an invoice in
     full because of a billing dispute, BTI shall have the right to suspend all
     or any portion of the Service to Customer until such time as the dispute is
     resolved.

9.   Technical Standards and Requirements for Interconnection.
     --------------------------------------------------------

     a.   Access Facilities; Minimum Loading.  BTI shall, to the extent
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          available and subject to BTI's standard terms and conditions, provide
          space at its POP for interconnection of Customer facilities.  Customer
          shall use only DS-1/DS-3 access facilities to connect to BTI's POP
          facilities.  Commencing on the first full calendar month of service
          after installation of each DS-1/DS-3, Customer shall be required to
          maintain an average 150,000 minutes per DS-1 per month minimum loading
          requirement. Should Customer's usage fall below the minimum loading
          requirement, BTI reserves the right to disconnect the access
          facilities.

     b.   Facility Installation. Customer must supply a Traffic Forecast and pay
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          a nonrecurring charge of $500.00 per DS-1 and $2000.00 per DS-3
          requested.

10.  General Network Charges.  Customer shall compensate BTI for the general
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     network services associated with the BTI Services as follows:

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     a.   Point-of-Presence Interconnects.  Customer shall be responsible for
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          all costs and expenses, nonrecurring, recurring or otherwise,
          associated with obtaining interconnection, including cross connections
          if applicable, into the meet points identified in Exhibit A.

     b.   Expedite Charges.  Should Customer request expeditious service and/or
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          changes to orders, BTI will pass through the charges assessed by any
          supplying parties involved at the same rate to Customer.

11.  Warranty.  BTI will use its best efforts to maintain overall network
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     quality.  The quality of the services provided hereunder shall be
     consistent with other common carrier industry standards, government
     regulations and sound business practices.

12.  Indemnification.  In no event, will either party hereto, be liable to the
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     other party for any indirect, special, incidental or consequential losses
     or damages, including without limitation, loss of revenue, loss of
     customers or clients, loss of goodwill or loss of profits arising in any
     manner from this Agreement and the performance or nonperformance of
     obligations hereunder.

13.  Execution.  This Agreement may be executed in one or more counterparts,
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     each of which shall be deemed an original. It shall not be necessary in
     making proof of the Agreement to produce or account for more than one of
     such counterparts.

14.  Choice of Law/Forum.  This Agreement shall be governed by the laws of the
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     state of North Carolina.

15.  Partial Invalidity.
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     a.   If any term or provision of this Agreement shall be found to be
          illegal or unenforceable, then, notwithstanding such illegality or
          unenforceability, this Agreement shall remain in full force and effect
          and such term or provision shall be deemed deleted.

     b.   In addition to the foregoing, this Agreement shall be terminated upon
          a determination by a governmental entity having jurisdiction over the
          services provided under this Agreement and the relationship of the
          parties and/or services provided hereunder are contrary to then
          existing law.

16.  Cumulative Remedies.  Except as otherwise provided herein, the remedies
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     provided for in this Agreement are in addition to any other remedies
     available at law or otherwise.

17.  Independent Telco Surcharge.  An 80/20 rule applies to all traffic
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     terminating to, or originating from, Independent Telcos that are defined as
     telephone companies originating traffic outside of the RBOC service
     territory.  If traffic, originating from, or terminating to, Independent
     Telcos exceeds 20% of all originating or terminating traffic, a $.0330 per
     minute surcharge will apply to all minutes terminating to or originating
     from Independent Telcos. GTE and Sprint are not considered Independent
     Telcos.

18.  Rate Adjustments.  BTI reserves the right to change either the rates
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     disclosed in this Agreement or any amendment to this Agreement upon forty-
     five (45) days prior notification for Domestic Termination Services.
     Customer may elect to terminate this Agreement upon written notification of
     rate changes for Domestic Termination Services, provided Customer gives
     notification of such election at least five (5) days prior to effective
     date of such changes. BTI reserves the right to change either the rates
     disclosed in this Agreement or any amendment to this Agreement upon five
     (5) days prior notification for International Termination Services.

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19.  Credit Limit.  BTI reserves the right to establish a credit limit for
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     Customer to include but not be limited to all fees, charges and usage
     (billed and/or unbilled). Customer's credit limit will be reviewed on a
     monthly basis by the BTI Credit department and is subject to adjustment at
     any time. When Customer has reached or exceeded the preset credit limit,
     Customer will be notified via a phone call to the authorized contact
     person, and phone number, as stated on the credit application.  The
     Customer will then have forty-eight (48) hours to cure the balance via wire
     transfer.  BTI reserves the right to disconnect facilities when Customer
     has reached or exceeded the preset credit limit if Customer has not shown
     good faith to cure the existing balance or if evidence of funding is not
     available.

20.  Universal Service Fund.  The Federal Communications Commission (FCC)
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     mandates all telecommunications carriers who provide interstate,
     intrastate, and international telecommunications services to contribute to
     various universal service support funds.  Carriers are required to complete
     a worksheet detailing gross billed revenues for submission to the FCC on a
     semi-annual basis. Revenues from services provided to Resellers are
     excluded from the funding base for determining Universal Service
     Contributions of the underlying contributor.  A reseller is defined as a
     telecommunications service provider that:

     (1) Incorporates the purchased telecommunications services into its
         own offerings; and
     (2) Can reasonably be expected to contribute to support Universal
         Service based on revenues from these offerings.

     BTI will not be reporting revenues, received from Customer in its funding
     base for determining Universal Service Contributions. As a Reseller,
     Customer is responsible for remitting universal service support payments
     directly to the Universal Service Fund Administrator.

21.  Length of Offer; Entire Agreement.  This offer shall remain open and be
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     capable of being accepted by Customer until July 31, 2001.  Any and all
     prior agreements made with Customer, whether written or oral, shall be
     superseded by this offer.  Exclusive of any rates modifications initiated
     by BTI, once this Agreement has been executed, any amendments hereto must
     be made in writing and signed by both parties.

In witness whereof, the parties hereto have executed this Agreement, as of the
day and year first above written.


Knology, Inc.                              Business Telecom, Inc.

By:                                        By:
    -------------------------------            -------------------------------
                                               R. Michael Newkirk

Title:                                     Title:  President & Chief Operating
       ----------------------------                Officer

Date:                                      Date:
      -----------------------------              -----------------------------

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                                   Exhibit A
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                            Interconnect Facilities

MEET POINT:

Customer will provision and pay for facilities into the "To be defined" POP site
to include local loops and all associated costs.


  X    BTI Raleigh Switch       2111-103 Harrod Street, Raleigh, NC., 27604
-----

  X    BTI Atlanta Switch       55 Park Place, Suite 360, Atlanta, GA., 30303
-----


Knology, Inc.                   BTI

Initial:                        Initial:
        ----------                      ----------
Date:                           Date:
     -------------                    ------------

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                                   Exhibit E
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                    PAYPHONE OWNER COMPENSATION UNDERTAKING

     The undersigned entity ("Customer") and Business Telecom, Inc., ("BTI")
have heretofore entered into an agreement ("Agreement") pursuant to which
Customer shall purchase telecommunications and related services from BTI ("BTI
Services"). Pursuant to 47 C.F.R. 64.1300 et. seq. and the Federal
Communications Commission ("FCC") Orders in CC Docket 96-128 ("Payphone
Orders"), facilities-based carriers are required to pay compensation to payphone
owners for each completed payphone call routed to the carrier ("payphone
charges"). Customer is providing this undertaking to BTI, or any successor in
interest, pursuant to 47 C.F.R. 64.1300 et. seq. and the FCC's Payphone Orders,
confirming that Customer is responsible for payment of payphone charges routed
to any of its switches.

     Customer hereby certifies, represents, warrants and undertakes the
following:

     1.   Customer maintains its own switching capability and, thus, is a
          facilities-bases carrier pursuant to 47 C.F.R. 64.1300 et. seq. and
          the FCC's Payphone Orders.

     2.   As a facilities-based carrier, pursuant to 47 C.F.R. 64.1300 et. seq.
          and the FCC's Payphone Orders, Customer is responsible for accurately
          tracking and computing compensation for every completed payphone
          originated call routed to any switch maintained by Customer.

     3.   Customer will, in accordance with 47 C.F.R. 64.1300 et. seq. and the
          FCC's Payphone Orders, track and pay compensation to the appropriate
          payphone owner for each and every completed payphone originated call
          routed to any of the switches it maintains.

     4.   Customer understands, that because it is a facilities-based carrier,
          BTI is not responsible for payment of any payphone charges arising
          from payphone originated calls routed to any of Customer's switches
          and BTI and Customer have no agreement that BTI will track and/or pay
          any payphone charges on behalf of Customer.

     5.   Customer hereby agrees, to indemnify, defend and hold harmless BTI,
          its shareholders, affiliates, subsidiaries, successors and assigns
          ("indemnified parties") from any claims, losses, liabilities, fines,
          penalties, charges and expenses (including reasonable attorneys fees)
          arising out of or related to payphone charges that may be imposed upon
          such indemnified parties as a result of:  (1) any calls originated by
          Customer's end users at a payphone; or (2) any payphone originated
          calls routed to any of Customer's switches.

     6.   Customer has received good and valid consideration for its execution
          and delivery of this undertaking. This undertaking will be effective
          as of the date BTI Services are provided to Customer.

     IN WITNESS WHEREOF, the undersigned, as a duly authorized officer of the
Customer, does hereby execute and deliver this undertaking on behalf of the
Customer.

Knology, Inc.                             BTI

By:                                       By:
   --------------------                       ----------------------
                                              R. Michael Newkirk

Date:                                     Date:
     ------------------                        ---------------------

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