AGREEMENT

         This  agreement  IS MADE BY AND BETWEEN  BellSouth  Telecommunications,
Inc. ("BellSoiuth"), a Georgia corporation, and Colmena Corporation ("Colmena"),
a Delaware  corporation,  and shall be deemed effective as of November 22, 1999.
This Agreement may refer to either  BellSouth or Colmena or both as a "Party" or
"Parties."

                               W I T N E S S E T H

         WHEREAS,  BellSouth  is a  local  exchange  telecommunications  company
authorized  to provide  telecommunications  services  in the states of  Alabama,
Florida,  Georgia,  Kentucky,  Louisiana,  Mississippi,  North  Carolina,  South
Carolina and Tennessee; and

         WHEREAS,  Colmena is or seeks to become an  alternative  local exchange
telecommunications  company  ("CLEC")  authorized to provide  telecommunications
services  in the  states of  Alabama,  Florida,  Georgia,  Kentucky,  Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee; and

         WHEREAS,  upon the execution of this Resale  Agreement  between Colmena
and BellSouth,  the agreement between Business Technology Systems and BellSouth,
dated  October 8, 1997,  will become null and void in its  entirety  having been
superceded  by the  execution  of this newly  negotiated  agreement  between the
Parties; and

         WHEREAS,  the  Parties  wish to resell  BellSouth's  telecommunications
services and/or  interconnect  their  facilities,  purchase network elements and
other services, and exchange traffic specifically for the purposes of fulfilling
their obligations pursuant to sections 251 and 252 of the Telecommunications Act
of 1996 ("the Act").

         NOW THEREFORE,  in  consideration  of the mutual  agreements  contained
herein BellSouth and Colmena agree as follows:

1.        Purpose

          The  Parties  agree that the  rates,  terms and  conditions  contained
          within this Agreement,  including all Attachments,  comply and conform
          with each Parties'  obligations under sections 251 and 252 or the Act.
          The resale,  access and interconnection  obligations  contained herein
          enable  Colmena to provide  competing  telephone  exchange  service to
          residential   and  business   subscribers   within  the  territory  of
          BellSouth.  The Parties  agree that Colmena will not be  considered to
          have  offered  telecommunications  services to the public in any state
          within  BellSouth's  region until such time as it has ordered services
          for resale or interconnection facilities for the purposes of providing
          business and/or residential local exchange service to customers

                      General Terms and Conditions - Part A


                                      Page 339
<PAGE>




2.      Term of Agreement

        2.1    The term of this Agreement shall be two years, beginning November
          22,  1999,  and  shall  apply to the  state(s)  of  Alabama,  Florida,
          Georgia,  Kentucky,  Louisiana,  Mississippi,  North  Carolina,  South
          Carolina, and Tennessee.  If as of the expiration of this Agreement, a
          Subsequent  Agreement  (as defined in Section 2.2) below) has not been
          executed  by  the  Parties,   this  Agreement   shall  continue  on  a
          month-to-month basic while a Subsequent Agreement is being negotiated.
          The Parties'  rights and  obligations  with respect to this  Agreement
          after expiration shall be as set forth in Section 2.4 below.

        2.2    The  Parties  agree that by no later than one  hundred and eighty
          (180)  days  prior to the  expiration  of this  Agreement,  they shall
          commence negotiations with regard to the terms,  conditions and prices
          of resale and/or local  interconnection  to be effective  beginning on
          the expiration date of this Agreement ("Subsequent Agreement").

        2.3    If, within one hundred and  thirty-five  (135) days of commencing
          the  negotiation  referred  to in Section  2.2 above,  the Parties are
          unable  to   satisfactorily   negotiate   new  resale   and/or   local
          interconnection  terms,   conditions  and  prices,  either  Party  may
          petition the Commission to establish appropriate local interconnection
          and/or  resale  arrangements  pursuant to 47 U.S.C.  151.  The Parties
          agree that,  in such event,  they shall  encourage  the  Commission to
          issue its order regarding the appropriate local interconnection and/or
          resale  arrangements  no  later  than  the  expiration  date  of  this
          Agreement.  The Parties further agree that in the event the Commission
          does not issue its order to the expiration date of this Agreement, oir
          if the Parties  continue  beyond the expiration date of this Agreement
          to negotiate  the local  interconnection  and/or  resale  arrangements
          without  Commission  intervention,  the terms,  conditions  and prices
          ultimately  ordered by the  Commission,  or negotiated by the Parties,
          will be effective retroactive to the day following the expiration date
          of this Agreement.

        2.4    Notwithstanding  the foregoing,  in the event that as of the date
          of expiration of this  Agreement and conversion of this Agreement to a
          month-to-month  term,  the Parties  have not entered into a Subsequent
          Agreement  and  either no  arbitration  proceeding  has been  filed in
          accordance  with  Section 2.3 above , or the Parties have not mutually
          agreed  (where  permissible)  to extend  the  arbitration  window  for
          petitioning the applicable Commission(s) for resolution of those terms
          upon which the Parties have not agreed,then either Party may terminate


                      General Terms and Conditions - Part A





                                      Page 340
<PAGE>



          this Agreement upon sixty (60) days notice to the other Party.  In the
          event that  BellSouth  terminates  this  Agreement as provided  above,
          BellSouth shall continue to offer services to Colmena  pursuant to the
          terms,  conditions  and rates set forth in  BellSouth's  Statement  of
          Generally  Available  Terms  (SGAT)  to the  extent  an SGAT  has been
          approved by the applicable Commission(s).  If any state Commission has
          not approved a BellSouth  SGAT, then upon  BellSouth's  termination of
          this Agreement as provided herein,  BellSouth will continue to provide
          services to Colmena  pursuant to  BellSouth's  then  current  standard
          interconnection  agreement.  In the event that the SGAT or BellSouth's
          standard  interconnection  agreement  becomes effective as between the
          Parties, the Parties may continue to negotiate a Subsequent Agreement,
          and the  terms  of  such  Subsequent  Agreements  shall  be  effective
          retroactive to the day following expiration of this Agreement.

3.        Ordering Procedures

        3.1    Colmena shall provide BellSouth its Carrier  Identification  Code
          (CIC),  Operating  Company  Number (OCN),  Group Access Code (GAC) and
          Access  Customer Name and Address  (ACNA) code as applicable  prior to
          placing its first order.

        3.2    The   Parties   agree   to   adhere   to  the   BellSouth   Local
          Interconnection  and Facility Based Ordering Guide and Resale Ordering
          Guide, as appropriate for the services ordered.

        3.3    Colmena shall pay charges for  Operational  Support Systems (OSS)
          as set forth in this Agreement in Attachment 1 and/or in Attachment 2,
          3, 5 and 7 as applicable.

4.        Parity

          When Colmena  purchases,  pursuant to  Attachment 1 of this  Agreement
          telecommunications  services from  BellSouth for the purpose of resale
          to end  users,  BellSouth  shall  provide  said  services  so that the
          services  are equal in quality,  subject to the same  conditions,  and
          provided  within the same  provisioning  time intervals that BellSouth
          provides to its affiliates,  subsidiaries and end users. To the extent
          technically feasible, the quality of a Network Element, as well as the
          quality of the access to such Network Element provided by BellSouth to
          Colmena  shall be at least  equal in quality  to that which  BellSouth
          provides  to itself.  The quality of the  interconnection  between the
          networks of BellSouth  and the network of Colmena  shall be at a level
          that is equal to that which BellSouth  provides  itself, a subsidiary,
          an Affiliate, or any other party. The interconnection facilities shall
          be designed to meet the same technical  criteria and service standards
          that are  used  within  BellSouth's  network  and  shall  extend  to a
          consideration of service quality as perceived by end users and service
          quality as perceived by Colmena.

                           General Terms and Conditions - Part A




                                      Page 341
<PAGE>





5.        White Pages Listings

          BellSouth shall provide  Colmena and their  customers  access to white
          pages directory listings under the following terms:

        5.1    Listings.  Colmena  shall  provide  all new,  changed and deleted
          listings on a timely  basis and  BellSouth  or its agent will  include
          Colmena  residential and business customer listings in the appropriate
          White Pages  (residential  and business) or alphabetical  directories.
          Directory  listings  will  make no  distinction  between  Colmena  and
          BellSouth subscribers.

        5.2    Rates.  Subscriber primary listing information in the White Pages
          shall be  provided  at no charge to  Colmena  or its  subscribers  and
          Colmena will provide subscriber listing information to BellSouth at no
          charge.

        5.3    Procedures  for  Submitting   Colmena   Subscriber   Information.
          BellSouth  will  provide to Colmena a magnetic  tape or computer  disk
          containing  the proper  format  for  submitting  subscriber  listings.
          Colmena will be required to provide BellSouth with directory  listings
          and daily  updates to those  listings,  including  new,  changed,  and
          deleted listings, on a magnetic tape, computer disk, or other mutually
          agreed upon means.  These procedures are detailed in BellSouth's Local
          Interconnection and Facility Based Ordering Guide.

        5.4    Unlisted/Non-Published  Subscribers.  Colmena will be required to
          provide to BellSouth the names, addresses and telephone numbers of all
          Colmena customers that wish to be omitted from directories.

        5.5    Inclusion of Colmena Customers in Directory  Assistance Database.
          BellSouth  will include and maintain  Colmena  subscriber  listings in
          BellSouth's  Directory  Asistance  databases  at no charge and Colmena
          shall  provide  such  Directory  Assistance  listings  at  no  charge.
          BellSouth and Colmena will formulate appropriate  procedures regarding
          lead time, timeliness, format and content of listing information.

        5.6    Listing  Information   Confidentiality.   BellSouth  will  accord
          Colmena's   directory   listing   information   the   same   level  of
          confidentiality  that  BellSouth  accords  its own  directory  listing
          information,  and BellSouth  shall limit access to Colmena's  customer
          proprietary  confidential  directory  information  to those  BellSouth
          employees who are involved in the preparation of listings.

                      General Terms and Conditions - Part A
                                    Page 342
<PAGE>





        5.7    Optional Listings. Additional listings and optional listings will
          be offered by BellSouth at tariffed  rates as set forth in the General
          Subscriber Services Tariff.

        5.8    Delivery.  BellSouth  or its  agent  shall  deliver  White  Pages
          directories to Colmena subscribers at no charge.

6.        Bona Fide Request/New Business Request Process for Further Unbundling

          If Colmena is a facilities  based  provider or a facilities  based and
          resale  provider,  this section  shall apply.  BellSouth  shall,  upon
          request of Colmena,  provide to Colmena access to its network elements
          at any  technically  feasible  point for the  provision  of  Colmena's
          telecommunications  service where such access is necessary and failure
          to  provide  access  would  impair  the  ability of Colmena to provide
          services that it seeks to offer.  Any request by Colmena for access to
          a network element,  interconnection option, or for the provisioning of
          any service or product that is not already  available shall be treated
          as a Bona Fide Request/New Business Request, and shall be submitted to
          BellSouth  pursuant  to the Bona Fide  Request./New  Business  Request
          process set forth following.

        6.1    A Bona Fide  Request/New  Business  Request shall be submitted in
          writing to Colmena's Account Manager by Colmena and shall specifically
          identify the requested  service date,  technical  requirements,  space
          requirements  and/or  such  specifications  that  clearly  define  the
          request such that BellSouth has sufficient  information to analyze and
          prepare  a  response.  Such a request  also  shall  include  Colmena's
          designation   of  the   request   as  being   9i)   pursuant   to  the
          Telecommunications  Act of 1966 or (ii)  pursuant  to the needs of the
          business.

7.        Court Ordered Requests for Call Detail Records and Other Subscriber
          Information

          To the extent technically  feasible,  BellSouth  maintains call detail
          records for Colmena end users for limited time periods and can respond
          to  subpoenas  and  court  ordered  requests  for  this   information.
          BellSouth  shall maintain such  information  for Colmena end users for
          the same length of time it maintains such  information for its own end
          users.

        7.1    Colmena agrees that BellSouth will respond to subpoenas and court
          ordered  requests  delivered  directly to BellSouth for the purpose of
          providing  call detail  records  when the targeted  telephone  numbers
          belong  to  Colmena  end  users.  Billing  for such  requests  will be
          generated by  BellSouth  and  directed to the law  enforcement  agency
          initiating the request.


                    General Terms and Conditions - Part A
                                    Page 343
<PAGE>


        7.2    Colmena agrees that in cases where Colmena received  subpoenas or
          court ordered requests for call detail records for targeted  telephone
          numbers  belonging  to Colmena end users,  Colmena will advise the law
          enforcement  agency initiating the request to redirect the subpoena or
          court  ordered   request  to   BellSouth.   Billing  for  call  detail
          information  will be generated  by  BellSouth  and directed to the law
          enforcement agency initiating the request.

        7.3    In cases where the timing of the response to the law  enforcement
          agency  prohibits  Colmena from having the  subpoena or court  ordered
          request redirected to BellSouth by the law enforcement agency, Colmena
          will furnish the official  request to BellSouth for providing the call
          detail information.  BellSouth will provide the call detail records to
          Colmena  and bill  Colmena  for the  information,  Colmena  agrees  to
          reimburse BellSouth for the call detail information provided.

        7.4    Colmena  will  provide  Colmena  end user and/or  other  customer
          information  that is available to Colmena in response to subpoenas and
          court orders for their own customer  records.  BellSouth will redirect
          subpoenas and court ordered requests for Colmena end user and/or other
          customer  information  to Colmena  for the purpose of  providing  this
          information to the law enforcement agency.

8.        Liability and Indemnification

        8.1    BellSouth    Liability.    BellSouth    shall   take    financial
          responsibility  for its own actions in causing,  or its lack of action
          in preventing, unbillable or uncollectible Colmena revenues.

        8.2    Colmena Liability.  In the event that Colmena consists of two (2)
          or  more  separate  entities  as set  forth  in the  preamble  to this
          Agreement, all such entities shall be jointly and severally liable for
          the obligations of Colmena under this Agreement.

        8.3    Liability  for  Acts  or  Omissions  of  Third  Parties.  Neither
          BellSouth  nor  Colmena  shall be liable  for any act or  omission  of
          another telecommunications company providing a portion of the services
          provided under this Agreement.

        8.4    Limitation of Liability.


                     General Terms and Conditions - Part A

                                      Page 344
<PAGE>


                8.4.1    Each Party's liability to the other for any loss, cost,
                    claim, injury or liability or expense,  including reasonable
                    attorney's  fees 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 a credit for the
                    actual cost of the  services or functions  not  performed or
                    improperly performed.

                8.4.2    Limitations  in  Tariffs.  A  Party  may,  in its  sole
                    discretion,  provide in its tariffs and  contracts  with its
                    Customer  and third  parties  that  relate  to any  service,
                    product or  function  provided  or  contemplated  under this
                    Agreement,   that  to  the  maximum   extent   permitted  by
                    Applicable  Law,  such Party shall not be liable to Customer
                    or third  Party for (i) any Loss  relating to or arising out
                    of this Agreement,  whether in contract,  tort or otherwise,
                    that  exceeds the amount such Party would have  charged that
                    applicable person for the service,  product or function that
                    gave rise to such Loss and (ii)  Consequential  Damages.  To
                    the extent  that a Party  elects not to place its tariffs or
                    contracts such limitations of liability, and the other Party
                    incurs  a  Loss  as  a  result  thereof,  such  Party  shall
                    indemnify  and reimburse the other Party for that portion of
                    the Loss that would have been  limited  had the first  Party
                    included in its tariffs and  contracts  the  limitations  of
                    liability  that such other Party included in its own tariffs
                    at the time of such Loss.

                8.4.3    Neither  BellSouth  nor  Colmnena  shall be liable  for
                    damages  to the  other's  terminal  location.  POI or  other
                    company's  customers' premises resulting from the furnishing
                    of  a  service,   including,   but  not   limited   to,  the
                    installation and removal of equipment or associated  wiring,
                    except to the extent  caused by a  company's  negligence  or
                    willful  misconduct  or by a  company's  failure to properly
                    ground a local loop after disconnection.

                8.4.4    Under no circumstances  shall a Party be responsible or
                    liable for indirect,  incidental,  or consequential damages,
                    including,  but  not  limited  to,  economic  loss  or  loss
                    business  or  profits,  damages  arising  from  the  use  or
                    performance of equipment or software,  or the loss of use of
                    software or  equipment,  or  accessories  attached  thereto,
                    delay,  error,  or loss of data.  In  connection  with  this
                    limitation  of  liability,  each Party  recognizes  that the
                    other Party may,  from time to time,  provide  advice,  make
                    recommendations,  or supply  other  analyses  related to the
                    Services,  or facilities  described in this Agreement,  and,
                    while each Party shall use diligent  efforts in this regard,
                    the Parties  acknowledge  and agree that this  limitation of
                    liability   shall  apply  to   provision   of  such  advice,
                    recommendations, and analyses.

        8.5         Indemnification  for  Certain  Claims.  The Party  providing
               services hereunder,  its affiliates and its parent company, shall
               be indemnified, defended and held harmless by the Party receiving
               services hereunder against any claim, loss or damage arising from
               the receiving  company's use of the services  provided under this
               Agreement pertaining to (1) claims for libel, slander or invasion
               of privacy  arising from the content of the  receiving  company's
               own  communications,  or (2) any claim, loss or damage claimed by
               the customer of the Party  receiving  services  arising from such
               company's  use or reliance on the providing  company's  services,
               actions, duties, or obligations arising out of this Agreement.

                     General Terms and Conditions - Part A
                                      Page 345
<PAGE>




        8.6    Disclaimer.  EXCEPT AS  SPECIFICALLY  PROVIDED TO THE CONTRARY IN
          THIS AGREEMENT,  NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES
          TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR
          FACILITIES  PROVIDED  UNDER  THIS  AGREEMENT.  THE  PARTIES  DISCLAIM,
          WITHOUT  LIMITATION,  ANY WARRANTY OR GUARANTEE OR  MERCHANTABILITY OR
          FITNESS FOR A PARTICULAR PURPOSE,  ARISING FROM COURSE OF PERFORMANCE,
          COURSE OF DEALING , OR FROM USAGES OF TRADE.

9.        Intellectual Property Rights and Indemnification

        9.1    No License. No patent, copyright,  trademark or other proprietary
          right is licensed, granted or otherwise transferred by this Agreement.
          Colmena is strictly prohibited from any use, including but not limited
          to  in  sales,  in  marketing  or  advertising  or  telecommunications
          services, of any BellSouth name, service mark or trademark.

        9.2    Ownership of Intellectual  Property.  Any  intellectual  property
          which  originates  from or is developed by a Party shall remain in the
          exclusive ownership of that Party. Except for a limited license to use
          patents or  equipment  (including  software) or to receive any service
          solely as  provided  under  this  Agreement,  no  license  in  patent,
          copyright,   trademark  or  trade  secret,  or  other  proprietary  or
          intellectual  property  right now or hereafter  owned,  controlled  or
          licensable by a Party,  is granted to the other Party shall be implied
          or arise by estoppel. It is the responsibility of each Party to ensure
          at no  additional  cost to the other  Party that it has  obtained  any
          necessary  licenses  in  relation  to  intellectual  property of third
          Parties  used in its network  that may be required to enable the other
          Party to use any  facilities  or equipment  (including  software),  to
          receive any service,  or to perform its respective  obligations  under
          this Agreement.

        9.3    Indemnification.  The Party providing a service  pursuant to this
          Agreement  will  defend  the  Party  receiving  such  service  or data
          provided as a result of such service  against  claims of  infringement
          arising solely from the use by the receiving Party of such service and
          will indemnify the receiving Party of any damages awarded based solely
          on such claims in accordance with Section 8 of this Agreement.


                      General Terms and Conditions - Part A
                                      Page 346
<PAGE>

        9.4    Claim of Infringement. In the event that use of any facilities or
          equipment (including software), becomes, or in reasonable judgement of
          the Party who owns the  affected  network  is  likely to  become,  the
          suject of a claim,  action,  suit, or proceeding based on intellectual
          property infringement,  then said Party shall promptly and at its sole
          expense, but subject to the limitations of liability set forth below.

                9.4.1    modify  or  replace  the   applicable   facilities   or
                    equipment  (including  software) while  maintaining form and
                    function, or

                9.4.2    obtain  a  license  sufficient  to  allow  such  use to
                    continue.

                9.4.3    In  the   event   9.4.1  or  9.4.2   are   commercially
                    unreasonable,   then  said   Party  may,   terminate,   upon
                    reasonable notice, this contract woith respect to use of, or
                    services provided through use of, the affected facilities or
                    equipment  (including  software),  but  solely to the extent
                    required to avoid the infringement claim.

        9.5    Exception to Obligations.  Neither Party's obligations under this
          Section shall apply to the extent the  infringement  is caused by: (i)
          modification  of the facilities or equipment  (including  software) by
          the  indemnitee;  (ii)  use by the  indemnitee  of the  facilities  or
          equipment  (including  software)  in  combination  with  equipment  or
          facilities  (including  software)  not provided or  authorized  by the
          indemnitor provided the facilities or equipment  (including  software)
          would  not  be  infringing  if  used  alone;   (iii)   conformance  to
          specifications  of the indemnitee  which would  necessarily  result in
          infringement;  or (iv) continued use by the indemnitee of the affected
          facilities  or equipment  (including  software)  after being placed on
          notice to discontinue use as set forth herein.

        9.6    Exclusive  Remedy.  The foregoing  shall  constitute the Parties'
          sole and exclusive  remedies and  obligations  with respect to a third
          party claim of intellectual  property  infringement arising out of the
          conduct of business under this Agreement.

10.      Treatment of Proprietary and Confidential Information



        10.1   Confidential  Information.  It may be necessary for BellSouth and
          Colmena to provide each other with certain  confidential  information,
          including  trade  secret   information,   including  but  limited  to,
          technical  and  business  plans,  technical  information,   proposals,
          specifications,  drawings,  procedures,  customer  account data,  call
          detail records and like information (hereinafter collectively referred
          to as  ("information").  All Information  shall be in writing or other
          tangible  form and  clearly  marked  with a  confidential,  private or
          proprietary  legend and that the  Information  will be returned to the
          owner within a reasonable time. The Information shall not be copied or
          reproduced  in any  form.  BellSouth and Colmena  shall  receive  such

                      General terms and Conditions - Part A
                                      Page 347
<PAGE>



          Information and not disclose such  Information.  BellSouth and Colmena
          shall protect the Information  received from distribution,  disclosure
          or  dissemination  to anyone except employees of BellSouth and Colmena
          with a need to know such  Information  and which employees agree to be
          bound by the terms of this Section. BellSouth and Colmena will use the
          same  standard of care to protect  Information  received as they would
          use to protect their own confidential and proprietary Information.

        10.2   Exception to Obligations.  Notwithstanding  the foregoing,  there
          will be no  obligation  on BellSouth or Colmena to protect any portion
          of the Information  that is: (1) made publicly  available by the owner
          of the  Information  or  lawfully  disclosed  by a  Party  other  than
          BellSouth or Colmena; (2) lawfully obtained from any source other than
          te owner of the Information;  or (3) previously known to the receiving
          Party without an obligation to keep it confidential.

11.       Assignments

          Any  assignment  by either Party to any  non-affiliated  entity of any
          right,  obligation or duty,  or of any other  interest  hereunder,  in
          whole or in part, without the prior written consent of the other Party
          shall be  void.  A Party  may  assign  this  Agreement  or any  right,
          obligation,  duty or other interest  hereunder to an Affiliate company
          of the Party without the consent of the other Party.  All  obligations
          and duties of any Party under this  Agreement  shall be binding on all
          successors  in interest and assigns of such Party.  No  assignment  or
          delegation  hereof shall relieve the assignor of its obligations under
          this  Agreement in the event that the  assignee  fails to perform such
          obligations.

12.       Resolution of Disputes

          Except as otherwise stated ion this Agreement,  the Parties agree that
          if any dispute  arises as to the  interpretation  of any  provision of
          this  Agreement or as to the  interpretation  of any provision of this
          Agreement or as to the proper implementation of this Agreement, either
          Party may petition  the  Commission  for a resolution  of the dispute.
          However,  each Party  reserves any rights it may have to seek judicial
          review of any ruling made by the Commission concerning this Agreement.

13.       Taxes

        13.1   Definition.  For purpose of this  Section,  the terms "taxes" and
          "fees" shall include but not limited to federal, state or local sales,
          use,  excise,  gross  receipts  or  other  taxes or  tax-like  fees of
          whatever nature and however  designated  (including  tariff surcharges
          and any fees, charges or other payments, contractual or otherwise, for
          the use of General  Terms and  Conditions  - Part A public  streets or
          rights or way,  whether  designated  as franchise  fees or  otherwise)
          imposed,  or sought to be imposed,  on or with respect to the services
          furnished  hereunder or measured by the charges or payments therefore,
          excluding any taxes levied on income.

                                      Page 348
<PAGE>





        13.2   Taxes and Fees  Imposed  Directly  On Either  Providing  Party or
          Purchasing Party.

                13.2.1   Taxes and fees imposed on the  providing  Party,  which
                    are  not  permitted  or  required  to be  passed  on by  the
                    providing Party to its customer,  shall be borne and paid by
                    the providing Party.

                13.2.2   Taxes and fees imposed on he  purchasing  Party,  which
                    are not  required  to be  collected  and/or  remitted by the
                    providing  Party,  shall be borne and paid by the purchasing
                    Party.

        13.3   Taxes and Fees  Imposed on  Purchasing  Party But  Collected  And
          Remitted By Providing Party.

                13.3.1   Taxes and fees imposed on the purchasing Party shall be
                    borne by the purchasing  Party,  even if the  obligations to
                    collect  and/or  remit  such  taxes or fees is placed on the
                    providing Party.

                13.3.2   To the extent  permitted  by  applicable  law, any such
                    taxes  and/or  fees  shall  be shown  as  separate  items on
                    applicable    billing   documents   between   the   Parties.
                    Notwithstanding  the foregoing,  the purchasing  Party shall
                    remain  liable  for any such  taxes and fees  regardless  of
                    whether they are actually  billed by the providing  Party at
                    the time that the respective service is billed.

                13.3.3   If the purchasing  Party determines that in its opinion
                    any such taxes of fees are not payable,  the providing Party
                    shall not bill such taxes or fees to the purchasing Party if
                    the  purchasing   Party  provides   written   certification,
                    reasonably satisfactory to the providing Party, stating that
                    it is exempt or  otherwise  not  subject  to the tax or fee,
                    setting forth the basis  therefor,  and satisfying any other
                    requirements under applicable law. If any authority seeks to
                    collect  any such tax or fee that the  purchasing  Party has
                    determined and certified not to be payable,  or any such tax
                    or fee  that  wa not  billed  by the  providing  Party,  the
                    purchasing  Party may contest the same in good faith, at its
                    own expense. In any such contest, the purchasing Party shall
                    promptly  furnish  the  providing  Party with  copies of all
                    filings in any proceeding,  protest, or legal challenge, all
                    rulings   issued   in   connection   therewith,    and   all
                    correspondence  between the purchasing  Party and the taxing
                    authority.



                      General Terms and Conditions - Part A
                                      Page 349
<PAGE>

                13.3.4   In the  event  that  all or any  portion  of an  amount
                    sought to be collected  must be paid in order to contest the
                    imposition of any such tax or fee, or to avoid the existence
                    of a lien on that assets of the  providing  Party during the
                    pendency  of such  contest,  the  purchasing  Party shall be
                    responsible  for such  payment  and shall be entitles to the
                    benefit of any refund or recovery.

                13.3.5   If it is  ultimately  determined  that  any  additional
                    amount of such tax or fee is due to the imposing  authority,
                    the  purchasing  Party  shall  pay such  additional  amount,
                    including any interest and penalties thereon.

                13.3.6   Notwithstanding  any  provision  to the  contrary,  the
                    purchasing Party shall protect,  indemnify and hold harmless
                    (and defend at the purchasing Party's expense) the providing
                    Party  from and  against  any such tax or fee,  interest  or
                    penalties  thereon,  or other  charges or  payable  expenses
                    (including  reasonable  attorney fees) with respect thereto,
                    which are incurred by the providing Party in connection with
                    any claim for or contest of any such tax or fee.

                13.3.7   Each Party  shall  notify the other Party in writing or
                    any assessment,  proposed  assessment or other claim for any
                    additional  amount  of  such  a  tax  or  fee  by  a  taxing
                    authority; such notice to be provided, if possible, at least
                    ten (10) days prior to the date by which a response, protest
                    or other  appeal  must be filed,  but in no event later that
                    thirty (30) days after receipt of such assessment,  proposed
                    assessment or claim.

        13.4   Taxes  and Fees  Imposed  on  Providing  Party  But  Passed On To
          Purchasing Party .

                13.4.1   Taxes and fees imposed on the  providing  Party,  which
                    are permitted or required to General Terms and  Conditions -
                    Part A be passed on by the providing  Party to its customer,
                    shall be borne by the purchasing Party.

                13.4.2   To the extent  permitted  by  applicable  law, any such
                    taxes  and/or  fees  shall  be shown  as  separate  items on
                    applicable    billing   documents   between   the   Parties.
                    Notwithstanding  the foregoing,  the purchasing  Party shall
                    remain  liable  for any such  taxes and fees  regardless  of
                    whether they are actually  billed by the providing  Party at
                    the time that the respective service is billed.

                13.4.3   If the  purchasing  Party  disagrees with the providing
                    Party's determination as to the application or basis for any
                    such tax or fee, the Parties  shall  consult with respect to
                    the   imposition   and   billing   of   such   tax  or  fee.
                    Notwithstanding  the  foregoing,  the providing  Party shall
                    retyain ultimate  responsibility for determining whether and
                    to what  extent any such taxes or fees are  applicable,  and
                    the purchasing Party shall abide by such  determination  and
                    pay such taxes or fees to the providing Party. The providing
                    Party  shall  further  retain  ultimate  responsibility  for
                    determining  whether  and how to contest the  imposition  of
                    such  taxes  and  fees;  provided,  however,  that  any such
                    contest  undertaken at the request of the  purchasing  Party
                    shall be at the purchasing Party's expense.


                                      Page 350
<PAGE>

                13.4.4   In the  event  that  all or any  portion  of an  amount
                    sought to be collected  must be paid in order to contest the
                    imposition of any such tax or fee, or to avoid the existence
                    of a lien on the assets of the  providing  Party  during the
                    pendency  of such  contest,  the  purchasing  Party shall be
                    responsible  for such  payment  and shall be entitled to the
                    benefit of any refund or recovery.

                13.4.5   If it is  ultimately  determined  that  any  additional
                    amount  of  such  a tax  or  fee  is  due  to  the  imposing
                    authority,  the purchasing  Party shall pay such  additional
                    amount, including any interest and penalties thereon.

                13.4.6   Notwithstanding  any  provision  to the  contrary,  the
                    purchasing  Party shall protect  indemnify and hold harmless
                    (and defend at the purchasing Party's expense) the providing
                    Party  from and  against  any such tax or fee,  interest  or
                    penalties  thereon,  or other reasonable  charges or payable
                    expenses  (including  reasonable attorney fees) with respect
                    thereto,  which  are  incurred  by the  providing  Party  in
                    connection  with any claim for or contest of any such tax or
                    fee.

                13.4.7   Each Party  shall  notify the other Party in writing of
                    any assessment,  proposed  assessment or other claim for any
                    additional  amount  of  such  a  tax  or  fee  by  a  taxing
                    authority; such notice to be provided, if possible, at least
                    ten (10) days prior to the date by which a response, protest
                    or other  appeal  must be filed,  but in no event later than
                    thirty (30) days after receipt of such assessment,  proposed
                    assessment or claim.

13.5      Mutual Cooperation.

          In any  contest of a tax or fee by one Party,  the other  Party  shall
          cooperate  fully by providing  records,  testimony and such additional
          information or assistance as may reasonably be necessary to pursue the
          contest.  Further,  the  other  Party  shall  be  reimbursed  for  any
          reasonable  and necessary  out-of-pocket  copying and travel  expenses
          incurred in assisting in such contest.

14.       Force Majeure

          In  the  event  performance  of  this  Agreement,  or  any  obligation
          hereunder, is either directly or indirectly prevented,  restricted, or
          interfered with by reason of fire,  flood,  earthquake or like acts of
          God, wars,  revolution,  civil  commotion,  explosion,  acts of public
          enemy,  embargo,  acts of the  government in its  sovereign  capacity,
          labor difficulties,  including without limitation, strikes, slowdowns,
          picketing,  or  boycotts,  unavailability  of  equipment  from vendor,
          changes requested by Customer,  or any other circumstances  beyond the
          reasonable  control and without the fault or  negligence  of the Party
          affected,  the Party affected,  upon giving prompt notice to the other
          Party, shall be excused from such performance on a day-to-day basis to
          the extent of such prevention,  restriction,  or interference (and the
          other  Party  shall  likewise  be  excused  from  performance  of  its
          obligations  on a  day-to-day  basis until the delay,  restriction  or
          interference has ceased); provided however, that the Party so affected
          shall  use  diligent  efforts  to  avoid  or  remove  such  causes  of
          non-performance and boh Parties shall proceed whenever such causes are
          removed or cease.

                                      Page 351
<PAGE>


15.       Year 2000 Compliance

          Each Party  warrants  that it has  implemented  a program  the goal of
          which is to ensure that all software,  hardware and related  materials
          (collectively called "Systems") delivered, connected with BellSouth or
          supplied in the  furtherance of the terms and conditions  specified in
          this Agreement:  (i) will record,  store, process and display calendar
          dates  falling on or after  January 1, 2000,  in the same manner,  and
          with  the  same  functionality  as  such  software  records,   stores,
          processes and calendar  dates falling on or before  December 31, 1999;
          and  (ii)  shall  include   without   limitation   date  data  century
          recognition,   calculations   that   accommodate   same   century  and
          multicentury formulas and dates values, and date data interface values
          that reflect the century.

16.               Modification of Agreement

     16.1 BellSouth shall make  available,  pursuant to 47 USC & 252 and the FCC
          rules and  regulations  regarding  such  availability,  to Colmena any
          interconnection,  service or network element  provided under any other
          agreement  filed and  approved  pursuant to 47 USC & 252.  The Parties
          shall adopt all rates,  terms and  conditions,  concerning  such other
          interconnection, service or network element and any other rates, terms
          and conditions  that are  interrelated  or were negotiated in exchange
          for or in  conjunction  with the  interconnection,  service or network
          element  being  adopted.  The  adopted  interconnection,  service,  or
          network  element and agreement  shall apply to the same states as such
          other agreement and for the identical term of such other agreement.

     16.2 If Colmena changes its name or makes changes to its company  structure
          or  identity  due to a  merger,  acquisition,  transfer  or any  other
          reason,  it is the  responsibility  of Colmena to notify  BellSouth of
          said  change and  request  that an  amendment  to this  Agreement,  if
          necessary, be executed to reflect said change,

     16.3 No modification,  amendment, supplement to, or waiver of the Agreement
          or any of its  provisions  shall be  effective  and  binding  upon the
          Parties unless it is made in writing and duly signed by the Parties.

     16.4 Execution of this  Agreement by either Party does not confirm or infer
          that the executing Party agrees with any  decision(s)  issued pursuant
          to the  Telecommunications  Act of 1966 and the  consequence  of those
          decisions on specific language in this Agreement. Neither Party waives
          its rights to appeal or otherwise  challenge any such  decision(s) and
          each  Party  reserves  all of its  rights to pursue  any and all legal
          and/or equitable remedies, including appeals of any such decision(s).

                     General Terms and Conditions - Part A
                                      Page 352
<PAGE>

    16.5  In the event that any final and nonappealable legislative, regulatory,
          judicial or other legal action  materially  affects any material terms
          of this  Agreement,  or the ability of Colmena or BellSouth to perform
          any material  terms of this  Agreement,  Colmena or BellSouth  may, on
          thirty  (30)  days'  written   notice   require  that  such  terms  be
          renegotiated  , and the Parties shall  renegotiate  in good faith such
          mutually  acceptable  new terms as may be required.  In the event that
          such new terms are not renegotiated within ninety (90) days after such
          notice,  the  Dispute  shall be  referred  to the  Dispute  Resolution
          procedure set forth in Section 12.

    16.6  If any  provision  of  this  Agreement,  or the  application  of  such
          provision  to either  General  Terms and  Conditions - Part A Party or
          circumstance,  shall be held invalid,  the remainder of the Agreement,
          or  the   application   of  any  such  provision  to  the  Parties  or
          circumstances other than those to which it is held invalid,  shall not
          be  effective  thereby,  provided  that the Parties  shall  attempt to
          reformulate  such invalid  provision  to give effect to such  portions
          thereof  as  may  be  valid  without  defeating  the  intent  of  such
          provision.

17.       Waivers

          A failure or delay of either  Party to enforce  any of the  provisions
          hereof, to exercise any option which is herein provided, or to require
          performance  of  any  of  the  provisions  hereof  shall  in no way be
          construed t be a waiver of such provisions or options, and each Party,
          notwithstanding  such  failure,  shall  have the right  thereafter  to
          insist upon the specific  performance of any and all of the provisions
          of this Agreement.

18.       Governing Law

          This  Agreement  shall be governed by, and  construed  and enforced in
          accordance  with, the laws of the State of Georgia,  without regard to
          its conflict of laws principles.

19.       Arm's Length Negotiations

          This  Agreement was executed after arm's length  negotiations  between
          the  undersigned  Parties and  reflects the  conclusion  of the of the
          undersigned  that  this  Agreement  is in the  best  interests  of all
          Parties.



                                      Page 353
<PAGE>


20.        Notices

          20.1 Every notice, consent, approval, or other communications required
          or  contemplated  by this  Agreement  shall be in writing and shall be
          delivered in person or given by postage prepaid mail, address to:

                       BellSouth Telecommunications, Inc.

                                CLEC Account Team
                                    9th Floor
                              600 North 19th Street
                            Birmingham, Alabama 35203

                                       and

                             General Attorney - COU
                                   Suite 4300
                              675 W. Peachtree St.
                                Atlanta, GA 30375

                               Colmena Corporation

                           1020 Northwest 163rd Drive

                                 Miami, FL 33169
                                Attn: Ken Jacobi

                                 (305) 914-3305

                    or such other address as the intended  recipient  previously
                    shall have designated by written notice to the other Party.

        20.2   Where  specifically  required,  notices  shall be by certified or
          registered mail. Unless otherwise  provided in this Agreement,  notice
          by mail shall be  effective on the date it is  officially  recorded as
          delivered by return receipt or equivalent,  and in the absence of such
          record of delivery,  it shall be presumed to have been  delivered  the
          fifth day,  or next  business  day after the fifth  day,  after it was
          deposited in the mails.

        20.3   BellSouth  shall provide  Colmena notice via Internet  posting of
          price  changes and of changes to the terms and  conditions of services
          available for resale.

21.       Rule of Construction

          No rule of construction requiring  interpretation against the drafting
          Party hereof shall apply in the interpretation of this Agreement.

                                      Page 354
<PAGE>



22.       Headings of No Force or Effect

          The  headings  of Articles  and  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.

23.       Multiple Counterparts

          This Agreememt may be executed  multiple  counterparts,  each of which
          shall be General Terms and Conditions - Part A deemed an original, but
          all of which shall together constitute but one and the same document.

24.       Implementation of Agreement

          If Colmena is a facilities  based  provider or a facilities  based and
          resale  provider,  this  section  shall  apply.  Within 60 days of the
          execution of this Agreement, the Parties will adopt a schedule for the
          implementation  of  the  Agreement.  The  schedule  shall  state  with
          specificity  time frames for  submission  of including but not limited
          to, network design,  interconnection  points,  collocation arrangement
          requests,  pre-sales  testing and full operational time frames for the
          business and residential  markets.  An  implementation  template to be
          used for the implementation  schedule is contained in Attachment 10 of
          this Agreement.

25.       Filing of Agreement

          Upon   execution  of  this  Agreement  it  shall  be  filed  with  the
          appropriate  state  regulatory  agency pursuant to the requirements of
          Section 252 of the Act. If the regulatory agency imposes any filing or
          public  interest  notice fees  regarding the filing or approval of the
          Agreement,  Colmena shall be  responsible  for publishing the required
          notice  and the  publication  and/or  notice  costs  shall be borne by
          Colmena.

26.       Entire Agreement

          This  Agreement  and  its  Attachments,  incorporated  herein  by this
          reference,  sets forth the entire  understanding  and supersedes prior
          Agreements   between  the  Parties  relating  to  the  subject  matter
          contained  herein and merges all prior  discussions  between them, and
          neither Party shall be bound by any definition,  condition, provision,
          representation,  warranty, covenant or promise other than as expressly
          stated in this Agreement or as is  contemporaneously  or  subsequently
          set forth in writing  and  executed  by a duly  authorized  officer or
          representative of the Party to bebound thereby.

                                      Page 355
<PAGE>



          This  Agreement  may  include  attachments  with  provisions  for  the
          following services:

          Network Elements and Other Services
          Local Interconnection
          Resale
          Collocation

          The  following  services  are  included  as options  for  purchase  by
          Colmena.  Colmena shall elect said services by written  request to its
          Account Manager if applicable.

          Optional  Daily Usage File (ODUF)  Enhanced  Optional Daily Usage File
          (EODUF)  Access  Daily  Usage Fiel (ADUF)  Line  Information  Database
          (LIDB) Storage Centralized Message Distribution Service (CMDS) Calling
          Name (CNAM)

     IN WITNESS  WHEREOF,  the Parties have executed this  Agreement the day and
year above first written.

       BellSouth Telecommunications, Inc.           Colmena Corporation

       ______On File_________________               _______On File _____________

       Signature                                    Signature

       _____Jerry D. Hendrix__________              _____A.Q. Joffe_____________

       Name                                         Name

       Sr. Director - Interconnection Svcs.         _____President _____________

       Title                                        Title

       _______1/18/00_______________             ___(no date indicated) ________

                  Date                                    Date



                     General Terms and Conditions - Part B
                                    Page 356
<PAGE>



                                   Definitions

     Affiliate  is defined as a person that  (directly  or  indirectly)  owns or
controls,  is owned or  controlled  by, or is under common  ownership or control
with,  another person.  For purposes of this paragraph,  the term "own" means to
own an equity interest (or equivalent thereof) of more than 10 percent.

     Centralized   Message   Distribution  System  is  the  Telcordia  (formerly
BellCore) administered national system, based in Kansas City, Missouri,  used to
exchange Exchange Message Interface (EMI) formatted data among host companies.

     Commission  is  defined  as the  appropriate  regulatory  agency in each of
BellSouth's nine state region, Alabama, Florida, Georgia,  Kentucky,  Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee.

     Daily  Usage File is the  compilation  of messages or copies of messages in
standard  Exchange Message  Interface (EMI) format exchanged from BellSouth to a
CLEC.

     Exchange Message Interface is the nationally  administered  standard format
for  the   exchange   of  data   among  the   Exchange   Carriers   within   the
telecommunications industry.

     Information  Service  means the  offering of a capability  for  generating,
acquiring, storing, transforming,  processing,  retrieving, utilizing, or making
available   information   via   telecommunications,   and  includes   electronic
publishing,  but does not include any use of such capability for the management,
control,  or operation of a  telecommunications  system or the  management  of a
telecommunications service.

     Intercompany  Settlements  (ICS) is the  revenue  associated  with  charges
billed by a company  other than the company in whose  service  area such charges
were  incurred.  ICS on a national  level  includes third number and credit card
calls and is administered by Telcordia  (formerly  BellCore)'s  Calling Card and
Third Number  Settlement  System (CATS).  Included is traffic that originated in
one Regional  Bel  Operating  Company's  (RBOC)  territory  and bills in another
RBOC's territory.

     Intermediary function is defined as the delivery of traffic from Colmena; a
CLEC  other  than  Colmena or another  telecommunications  carrier  through  the
network of  BellSouth  or Colmena to an end user or  Colmens;  a CLEC other than
Colmena or another telecommunications carrier.

     Local  Interconnection is defined as 1) the delivery of local traffic to be
terminated  on each Party's local network so that end users of either Party have
the ability to reach end users of the other Party  without the use of any access
code or  substantial  delay  in the  processing  of the  call;  the LEC  network
features,  functions,  and  capabilities  set  forth in this  Agreement;  and 3)
Service Provider Number Portability sometimes referred to as temporary telephone
number portability to be implemented pursuant to the terms of this Agreement.

                      General Terms and Conditions - Part B

                                    Page 357
<PAGE>




     Local  Traffic is  defined as any  telephone  call that  originates  in one
exchange and terminates in either the same exchange, or other local calling area
associated with the originating  exchange as defined and specified in Section A3
of BellSouth's  General  Subscriber  Service Tariff.  As  clarification  of this
definition  and for  reciprocal  compensation,  Local  Traffic  does not include
traffic that  originates  from or terminates  to or through an enhanced  service
provider  or  information  service  provider.  As further  clarification,  Local
Traffic does not include  calls that do not transmit  information  of the user's
choosing.  In any event,  neither Party will pay reciprocal  compensation to the
other if the "traffic" to which such  reciprocal  compensation  would  otherwise
apply  was  generated,  in whole or in part,  for the  purpose  of  creating  an
obligation on the part of the originating carrier to pay reciprocal compensation
for such traffic.

     Message  Distribution is routing  determination and subsequent  delivery of
message  data from one  company  to  another.  Also  included  is the  interface
function with CMDS, where appropriate.

     Multiple  Exchange  Carrier  Access Billing  ("MECAB")  means the documents
prepared by the Billing  Committee of the Ordering  and Billing  Forum  ("OBF:),
which  functions  under the  auspices of the Carrier  Liaison  Committee  of the
Alliance for  Telecommunications  Industry  Solutions  ("ATIS") and by Telcordia
(formerly BellCore) as Special Report SR-BDS-000983,  Containing the recommended
guidelines for the billing of Exchange  Service  access  provided by two or more
LECs and/or CLECs or by one LEC in two or more states within a single LATA.

     Network  Element is defined to mean a  facility  or  equipment  used in the
provision of a  telecommunications  service.  Such term may include,  but is not
limited to, features,  functions, and capabilities that are provided by means of
such facility or equipment,  including but not limited to,  subscriber  numbers,
databases,  signaling  systems,  and  information  sufficient  for  billing  and
collection  or  used in the  transmission,  routing,  or  other  provision  of a
telecommunications  service.  BellSouth  offers access to the Network  Elements,
unbuncl\ed loops; network interface device; sub-loop elements;  local switching;
transport;  tandem  switching;  operator  systems;  signaling;  access  to call-
related databases; dark fiber as set forth in Attachment 2 of this Agreement.

     Non-Intercompany  Settlement  System  (NICS)  is  the  Telcordia  (formerly
BellCore) system that calculates  non-intercompany  settlements amounts due from
one company to another  within the same RBOC  region.  It includes  credit card,
third number and collect messages.

     Percent of  Interstate  Usage (PIU) is defined as a factor to be applied to
terminating  access services  minutes of use to obtain those minutes that should
be rated as interstate  access services  minutes of use. The numerator  includes
all interstate  "non-intermediary"  minutes of use, including interstate minutes
of use that are forwarded due to service  provider number  portability  less any
interstate  minuted  of use for  Terminating  Party Pays  services,  such as 800
Services. The denominator includes all  "non-intermediary",  local,  interstate,
intrastate,  toll and access minutes of use adjusted for service provider number
portability less all minutes attributable to terminating Party pays services.

                     General Terms and Conditions - Part B

                                       Page 358
<PAGE>



     Percent  Local  Usage  (PLU)  is  defined  as a  factor  to be  applied  to
intrastate   terminating   minutes  of  use.  The  numerator  shall  include  al
"non-intermediary"  local  minutes of use adjusted for those minutes of use that
only apply local due to Service Provider Number Portability.  The denominator is
the total  intrastate  minutes of use  including  local,  intrastate  tool,  and
access,  adjusted  for  Service  Provider  Number  Portability  less  intrastate
terminating Party pays minutes of use.

     Revenue  Accounting  Office  (RAO)  Status  Company  is  a  local  exchange
company/alternate  local  exchange  company that has been  assigned a unique RAO
code. Message data exchanged among RAO status companies is grouped (i.e. packed)
according to From/To/Bill RAO combinations.

     Service  Control  Points  ("SCPs")  are  defined  as  database s that store
information and have the ability to manipulate data required to offer particular
services.

     Signal  Transfer  Points  ("STPs")  are  signaling  message  switches  that
interconnect  Signaling  Links to route signaling  message between  switches and
databases.  STPs  enable the  exchange  of  Signaling  System 7 ("SS7")  message
between switching  elements,  database elements and STPs. STPs provide access to
various  BellSouth and third party network  elements such as local switching and
databases.

     Signaling  links  are  dedicated   transmission  paths  carrying  signaling
messages between carrier switches and signaling networks.  Signal Link Transport
is a set of two or four  dedicated 56 kbps  transmission  paths between  Colmena
designated   Signaling  Points  of   Interconnection   that  provide  a  diverse
transmission path and cross connect to a BellSouth Signal Transfer Point.

     Telecommunications   means  the  transmission,   between  or  among  points
specified by the user, of information of the user's choosing,  without change in
the form or content of the information as sent and received.

     Telecommunications  Service means the offering of telecommunications  for a
fee  directly to the public,  or to such  classes of users as to be  effectively
available directly to the public, regardless of the facilities used.

     Telecommunications  Act of 1966  ("Act")  means  Public Law  104-104 of the
United  States  Congress  effective  February  8,  1996.  The  Act  amended  the
Communications Act of 1934 (47, U.S.C. Section 1 et. seq.).

                     General Terms and Conditions - Part B
                                      Page 359
<PAGE>




                                TABLE OF CONTENTS

1.       Discount Rates.......................................................3

2.       Definition of Terms .................................................3

3.       General Provisions ..................................................4

4.       Bellsouth's Provision of Services To Colmena ........................8

5.       Maintenance of Services .............................................8

6.       Establishment of Service ............................................9

7.       Payment and Billing Arrangements ...................................10

8.       Discontinuance of Service ..........................................13

9.       Line Information Database (LIDB) ...................................15

10.      RAO Hosting ........................................................15

11.      Optional Daily Usage File (ODUF) ...................................15

12.      Enhanced Optional Daily Usage File (EODUF) .........................15

13.      Calling Name Delivery (CNAM) Database Service ......................15

Exhibit A - Applicable Discounts/OSS Rates ..................................17

Exhibit B - Resale Restrictions .............................................20

Exhibit C - Line Information Database (LIDB) Storage Agreement ..............22

Exhibit D - CMDS/ROA Hosting ................................................28

Exhibit E - Optional Daily Usage File (ODUF) ................................33

Exhibit F - Enhanced Option Daily Usage File (EODUF) ........................37

Exhibit G - Calling Name Delivery (CNAM) Database Services ..................40

Exhibit H - ODUF/EODUF/CMDS Rates ...................................Rate Table


                             Attachment 1- Page 360

<PAGE>
                                     RESALE

1.       Discount Rates

         The rates  pursuant  by which  Colmena  is to  purchase  services  from
         BellSouth for resale shall be at a discount rate off of the retail rate
         for the  telecommunications  service. The discount rates hall be as set
         forth in Exhibit A,  attached  hereto and  incorporated  herein by this
         reference.  Such discount  shall reflect the costs avoided by BellSouth
         when selling a service for wholesale purposes.

2.       Definition of Terms

         2.1   CUSTOMER  OF RECORD  means the  entity  responsible  for  placing
          application  for  service;   requesting   additions,   rearrangements,
          maintenance or discontinuance  of service;  payment in full of charges
          incurred such as non-recurring,  monthly  recurring,  toll,  directory
          assistance, etc.

        2.2    DEPOSIT  means  assurance  provided  by a customer in the form of
          cash, surety bond or bank letter of credit to be held by BellSouth.

        2.3    END  USER  means  the  ultimate  user  of the  telecommunications
          services.

        2.4    END USER  CUSTOMER  LOCATION  means the physical  location of the
          premises  where  an end  user  makes  use  of  the  telecommunications
          services.

        2.5    NEW SERVICES means functions,  features or capabilities  that are
          not  currently  offered  by  BellSouth.  This  includes  packaging  of
          existing  service or combining a new  function,  feature or capability
          with an existing service.

        2.6    OTHER/COMPETITIVE  LOCAL  EXCHANGE  COMPANY  (OLEC/CLEC)  means a
          telephone  company  certificated by the public service  commissions of
          BellSouth's  franchised area to provide local exchange  service within
          BellSouth's franchised area.

        2.7    RESALE means an activity  wherein a  certificated  CLEC,  such as
          Colmena subscribes to the telecommunications services of BellSouth and
          then reoffers those telecommunications services to the public (with or
          without "adding value").

        2.8    RESALE  SERVICE  AREA  means the  area,  as  defined  in a public
          service commission approved  certificate of operation,  within which a
          CLEC,   such  as   Colmena  ,  may   offer   resold   local   exchange
          telecommunications service.

                        Attachment 1-  Page 361
<PAGE>

3.       General Provisions

        3.1    Colmena  may  result  the  tariffed   local   exchange  and  toll
          telecommunications  services of  BellSouth  contained  ain the General
          Subscriber  Service  Tariff and Private Line Service Tariff subject to
          the   terms,   and   conditions   specifically   set   forth   herein.
          Notwithstanding  the  foregoing,  the  exclusions  and  limitations on
          services  available  for  resale  will be as set forth in  Exhibit  B,
          attached hereto and incorporated herein by this reference.

        3.2    All of the  negotiated  rates,  terms and conditions set forth in
          this   Attachment   pertain  to  the  resale  of  BellSouth's   retail
          telecommunications  service  and  other  services  specified  in  this
          Attachment. BellSouth shall make available telecommunications services
          for resale at the rates set forth in exhibit A to this  Agreement  and
          subject to the  exclusions and  limitations  set forth in Exhibit B to
          this Agreement.  BellSouth does not however waive its rights to appeal
          or otherwise  challenge any decision regarding resale that resulted in
          the  discount  rate  contained  in  Exhibit  A or  the  exclusion  and
          limitations  contained in Exhibit B.  BellSouth  reserves the right to
          pursue any and all legal and/or equitable  remedies  including appeals
          of any decisions.  If such appeals or challenges  result in changes in
          the discount  rates or exclusions and  limitations,  the parties agree
          that appropriate modifications to this Agreement will be made promptly
          to make its terms consistent with the outcome of the appeal.

        3.3    Colmena may purchase resale services from BellSouth for their own
          use in opeating  their  business.  The resale  discount  will apply to
          those services under the following conditions:

                3.3.1  Colmena must resell services to other end users.

                3.3.2    Colmena must order services through resale  interfaces,
                    i.e.,  the  Local  Carrier   Service  Center  (LCSC)  and/or
                    appropriate  Resale  Account Teams  pursuant to Section 3 of
                    the General Terms and Conditions.

                3.3.3    Colmena  cannot  be  an   alternative   local  exchange
                    telecommunications company for the single purpose of selling
                    to themselves.

        3.4    The  provision  of  services  by  BellSouth  to Colmena  does not
          constitute a joint undertaking for the furnishing of any service.

        3.5    Colmena will be the customer of record for all services purchased
          from BellSouth. Except as specified herein, BellSouth will take orders
          from, bill and expect payment from Colmena for all services.

        3.6    Colmena  will be  BellSouth's  single  point of  contact  for all
          services purchased pursuant to this Agreement. BellSouth shall have no
          contact with the end user except to the extent provided or herein.

                               Attachment 1
                                      Page 362
<PAGE>



        3.7    BellSouth  will  continue  to bill the end user for any  services
          that the end  user  specifies  it  wished  to  receive  directly  from
          BellSouth.

        3.8    BellSouth  maintains  the  right to serve  directly  any end user
          within  the  service  area of  Colmena.  BellSouth  will  continue  to
          directly market its own  telecommunications  products and services and
          in doing so may establish independent  relationships with end users of
          Colmena.

        3.9    Neither  Party  shall  interfere  with the right of any person or
          entity to obtain service directly from the other Party.

        3.10   Current  telephone  numbers  may  normally be retained by the end
          user. However, telephone numbers are the property of BellSouth and are
          assigned to the service  furnished.  Colmena has no property  right to
          the telephone number or any other call number  designation  associated
          with services furnished by BellSouth,  and no right to the continuance
          of service through any particular  central office.  BellSouth reserves
          the right to change such numbers,  or the central  office  designation
          associated  with such numbers,  or both,  whenever  BellSouth deems it
          necessary to do so in the conduct of its business.

        3.11   For the purpose of the resale of  BellSouth's  telecommunications
          services by Colmena,  BellSouth  will provide  Colmena with an on line
          access to  telephone  numbers  for  reservation  on a first come first
          serve basis, Such reservations of telephone numbers, on a pre-ordering
          basis  shall be for a period  on nine (9) days.  Colmena  acknowledges
          that there may be  instances  where there is a shortage  of  telephone
          numbers in a  particular  Common  Language  Location  Identifier  Code
          (CLLIC)  and in such  instances  BellSouth  may request  that  Colmena
          cancel its  reservations  of numbers.  Colmena  shall comply with such
          request.

        3.12   Further,  upon  Colmena's  request,  and for the  purpose  of the
          resale  of   BellSouth's   telecommunications   services  by  Colmena,
          BellSouth  will  reserve up to 100  telephone  numbers per CLLIC,  for
          Colmena's sole use. Such telephone number  reservations shall be valid
          for ninety (9) days from the reservation  date.  Colmena  acknowledges
          that there may be  instances  where there is a shortage  of  telephone
          numbers in a particular  CLLIC and in such instances  BellSouth  shall
          use its  best  efforts  to  reserve  for a ninety  (90)  day  period a
          sufficient  quantity of Colmena's  reasonable  need in that particular
          CLLIC.

        3.13   BellSouth  may provide any service or facility for which a charge
          is not established  herein, as long as it is offered on the same terms
          to Colmena.

        3.14   Service is furnished subject to the condition that it will not be
          used for any unlawful Attachment 1 Page 6 purpose.

        3.15   Service  will  be  discontinued  if any  law  enforcement  agency
          advises that the service being used is in violation of the law.

        3.16   BellSouth can refuse  service when it has grounds to believe that
          service will be used in violation of the law.

        3.17   BellSouth  accepts  no  responsibility  to  any  person  for  any
          unlawful  act  committed  by  Colmena  or its  end  users  as  part of
          providing service to Colmena for purposes of resale or otherwise.

        3.18   BellSouth will cooperate fully with law enforcement agencies with
          subpoenas and court orders for assistance with  BellSouth's end users.
          Law enforcement  agency subpoenas and court orders regarding end users
          of Colmena  will be directed to Colmena.  BellSouth  will bill Colmena
          for  implementing any requests by law enforcement  agencies  regarding
          Colmena end users

                                      Page 363
<PAGE>



        3.19   The  characteristics  and methods of operation  of any  circuits,
          facilities  or  equipment  provided by any person or entity other than
          BellSouth shall not:

                3.19.1   Interfere with or impair service over any facilities of
                    BellSouth, its affiliates,  or its connecting and concurring
                    carriers involved in it services;

                3.19.2   Cause damage to BellSouth's plant;

                3.19.3   Impair the privacy of any communications; or

                3.19.4   Create hazards to any BellSouth employeesor the public.

        3.20   Colmena  assumes  the   responsibility  of  notifying   BellSouth
          regarding  less than  standard  operations  with  respect to  services
          provided by Colmena.

        3.21   Facilities  and/or  equipment  utilized by  BellSouth  to provide
          service to Colmena remain the property of BellSouth.

        3.22   White page directory listings will be provided in accordance with
          regulations  set  forth  in  Section  A6 of  the  General  Subscribers
          Services Tariff and will be available for resale.

        3.23   BellSouth   provides   electronic   access  to  customer   record
               information.  Access  is  provided  through  the  Local  Exchange
               Navigation  System  (LENS)  and  the  Telecommunications   Access
               Gateway  (TAG).  Custmer Record  Information  includes but is not
               limited to,  customer  specific  information in CRIS and RSAG. In
               addition,  Colmena shall provide to BellSouth  access to customer
               record information  including  electronic access where available.
               Otherwise,  Colmena shall provide paper copies of customer record
               information  within a  reasonable  period of time upon request by
               BellSouth.  Customer Record  Information is equivalent to but not
               limited to the type of customer specific information contained in
               CRIS and RSAG. The Parties agree not to view,  copy, or otherwise
               obtain access to the customer record  information of any customer
               without  that  customer's  permission,  and  further  agrees that
               Colmena  and  BellSouth  will obtain  access to  customer  record
               information  only in  strict  compliance  with  applicable  laws,
               rules,  or  regulations  of the  State in which  the  service  is
               provided.


                                  Attachment 1 - Page 364

 <PAGE>



        3.24   All  costs   incurred  by  BellSouth  to  develop  and  implement
          operational  interfaces  shall be recovered from Resellers who utilize
          the services.  Charges for use of  Operational  Support  Systems (OSS)
          shall be as set forth in Exhibit A of this Attachment.

        3.25   Where available to BellSouth's end users, BellSouth shall provide
          the following  telecommunications  services at a discount to allow for
          voice mail services:

               Simplified Message Desk Interface - Enhanced ("SMDI-E")

               Simplified   Message  Desk  Interface  ("SMDI")  Message  Waiting
               Indicator  ("MWI")  stutter  dialtone and message  waiting  light
               feature capabilities

               Call Forward on Busy/Don't Answer ("CF-B/DA")

               Call Forward on Busy ("CF/B")

               Call Forward Don't Answer ("CF/DA")

               Further,  BellSouth  messaging  services set forth in BellSouth's
               Messaging Service Information Package shall be made available for
               resale without the wholesale discount.

        3.26   BellSouth's  Inside  Wire  Maintenance  Service  Plan may be made
          available  for resale at rates,  terms and  conditions as set forth by
          BellSouth and without the wholesale discount.

        3.27   All costs incurred by BellSouth for providing  services requested
          by Colmena  that are not  covered in the  BellSouth  tariffs  shall be
          recovered from Colmena if Colmena utilizes those services.

        3.28   Recovery  of  charges   associated   with   implementing   Number
          Portability  through  monthly  charges  assessed to end users has been
          authorized  by the FCC.  This end user line  charge  will be billed to
          Resellers of  BellSouth's  telecommunications  services and will be as
          filed in FCC No. 1. This charge will not be discounted.

4.        BellSouth's Provision of Services to Colmena

                                  Attachment 1 - Page 365
<PAGE>



        4.1    Colmena agrees that its resale of BellSouth  services shall be as
          follows:

                4.1.1    The  resale  of  telecommunications  services  shall be
                    limited to users and uses conforming to the class of service
                    restrictions.

                4.1.2    Hotel  and   Hospital   PBX   services   are  the  only
                    telecommunications   services   available   for   resale  to
                    Hotel/Motel and Hospital end users, respectively. Similarly,
                    Access Line Service for Customer Provided Coin Telephones is
                    the only local service  available for resale to  Independent
                    Payphone  Provider  (IPP)  customers.  Shared Tenant Service
                    customers  can  only be sold  those  local  exchange  access
                    services  available in BellSouth's A23 Shared Tenant Service
                    Tariff in the states of Florida, Georgia, North Carolina and
                    South  Carolina,  and  in  A27 in  the  states  of  Alabama,
                    Kentucky, Louisiana, Mississippi and Tennessee.

                4.1.3    BellSouth  reserves  the  right to  periodically  audit
                    services  purchased by Colmena to establish  authenticity of
                    use. Such audit shall not occur more than once in a calendar
                    year.  Colmena  shall  make  any and all  records  and  data
                    available  to  BellSouth  or   BellSouth's   auditors  on  a
                    reasonable  basis.  BellSouth  shall  bear  the cost of said
                    audit.

        4.2    Resold  services can only be used in the same manner as specified
          in BellSouth's Tariffs.  Resold services are subject to the same terms
          and conditions as are specified for such services when furnished to an
          individual  end  user  of  BellSouth  in the  appropriate  section  of
          BellSouth's Tariffs.  Specific tariff features (e.g. a usage allowance
          per month), shall not be aggregated across multiple resold services.

        4.3         Colmena may resell  services only within the specific resale
               service area as defined in its certificate.

        4.4    Telephone numbers  transmitted via any resold service feature are
          intended solely for the use of the end user of the feature.  Resale of
          this information is prohibited.

5.       Maintenance of Services

        5.1    Colmena will adopt and adhere to the  standards  contained in the
          applicable  CLEC  Work  Center  Operational   Understanding  Agreement
          regarding maintenance and installation of service.

        5.2    Services  resold under  BellSouth's  Tariffs and  facilities  and
          equipment provided by BellSouth shall be maintained by BellSouth.

        5.3    Colmena  or its end users may not  rearrange,  move,  disconnect,
          remove or attempt to repair any facilities  owned by BellSouth,  other
          than by  connection  or  disconnection  to any  interface  means used,
          except with the written consent of BellSouth.

                                  Attachment 1 - Page  366
<PAGE>


        5.4    Colmena accepts  responsibility to notify BellSouth of situations
          that arise that may result in a service problem.

        5.5    Colmena  will be  BellSouth's  single  point of  contact  for all
          repair calls on behalf of Colmena's  end users.  The parties  agree to
          provide one another with toll-free contact numbers for such purposes.

        5.6    Colmena will contact the appropriate repair centers in accordance
          with procedures established by BellSouth.

        5.7    For all  repair  requests,  Colmena  accepts  responsibility  for
          adhering to BellSouth's prescreening guidelines prior to referring the
          trouble to BellSouth.

        5.8    BellSouth will bill Colmena for handling  troubles that are found
          not to be in  BellSouth's  network  pursuant to its standard  time and
          material  charges.  The standard time and material  charges will be no
          more than what BellSouth  charges to its retail customers for the same
          service.

        5.9    BellSouth  reserves the right to contact  Colmena's end users, if
          deemed necessary, for maintenance purposes.

6.       Establishment of Service

        6.1    After receiving  certification  as a local exchange  company from
          the   appropriate   regulatory   agency,   Colmena  will  provide  the
          appropriate  BellSouth  service center the necessary  documentation to
          enable  BellSouth to establish a master  account for Colmena's  resold
          services.  Such documentation shall include the Application for Master
          Account, proof of authority to provide telecommunications services, an
          Operating  Company  Number ("OCN")  assigned by the National  Exchange
          Carriers  Association  ("NECA") and a tax  exemption  certificate,  if
          applicable.  When necessary  deposit  requirements are met,  BellSouth
          will begin taking orders for the resale of service.

        6.2    Service  orders  will  be  in a  standard  format  designated  by
          BellSouth.

        6.3    When  notification  is received  from  Colmena that a current end
          user of  BellSouth  will  subscribe  to  Colmena's  service,  standard
          service  order  intervals  for the  appropriate  class of service will
          apply.

        6.4    BellSouth  will  not  require  end  user  confirmation  prior  to
          establishing  service for Colmena's end user  customer.  Colmena must,
          however, be able to demonstrate end user authorization upon request.

                               Attachment 1 - Page 367
<PAGE>


        6.5    Colmena will be the single point of contact  with  BelLSouth  for
          all subsequent  ordering activity resulting in additions or changes to
          resold services  except that BellSouth will accept a request  directly
          from  the end user  for  conversion  of the end  user's  service  from
          Colmena to  BellSouth  or will accept a request  from another CLEC for
          conversion  of the end user's  service  from Colmena to the other LEC.
          BellSouth will notify Colmena that such a request has been processed.

        6.6    If  BellSouth  determines  that an  unauthorized  change in local
          service to Colmena has occurred,  BellSouth will  reestablish  service
          with the appropriate local service provider and will assess Colmena as
          the CLEC initiating the unauthorized  change, the unauthorized  change
          charge  described  in F.C.C.  Tariff No. 1,  Section 13 or  applicable
          state  tariff.  Appropriate  nonrecurring  charges,  as set  forth  in
          Section A4 of the  General  Subscriber  Service  Tariff,  will also be
          assessed to Colmena. These charges can be adjusted if Colmena provides
          satisfactory proof of authorization.

        6.7    In order to safeguard its interest,  BellSouth reserves the right
          to secure the account with a suitable form of security deposit, unless
          satisfactory credit has already been established.

                6.7.1    Such  security  deposit  shall  take  the  form  of  an
                    irrevocable  Letter  of Credit  or other  forms of  security
                    acceptable  to BellSouth.  Any such security  deposit may be
                    held during the  continuance  of the service as security for
                    the payment of any and all amounts accuring for the service.

                6.7.2    If  a  security  deposit  is  required,  such  security
                    deposit shall be made prior to the inauguration of service.

                6.7.3    Such  security  deposit  may  not  exceed  two  months'
                    estimated billing.

                6.7.4    The fact that a  security  deposit  has been made in no
                    way  relieves   Colmena  from  complying  with   BellSouth's
                    regulations as to advance payments and the prompt payment of
                    bills on  presentation  nor does it  constitute  a waiver or
                    modification of the regular practices of BellSouth providing
                    for the  discontinuance  of service for  non-payment  of any
                    sums due BellSouth.

                6.7.5    BellSouth  reserves  the right to increase the security
                    deposit   requirements   when,   in  its   sole   judgement,
                    circumstances  so warrant  and/or gross monthly  billing has
                    increased  beyond the level  initially used to determine the
                    security deposit.

                6.7.6    In the event  that  Colmena  defaults  on its  account,
                    service  to  Colmena  will be  terminated  and any  security
                    deposits held will be applied to its account.

                6.7.7    Interest on a security deposit shall accrue and be paid
                    in accordance  with the terms in the  appropriate  BellSouth
                    tariff.

                                  Attachment 1 - Page 368
<PAGE>


7.       Payment And Billing Arrangements

        7.1    Prior to  submitting  orders to BellSouth  for local  service,  a
          master account must be established for Colmena. Colmena is required to
          provide the following before a master account is established: proof of
          PSC/PUC   certification,   the  Application  for  Master  Account,  an
          Operating  Company  Number ("OCN")  assigned by the National  Exchange
          Carriers  Association  ("NECA") and a tax  exemption  certificate,  if
          applicable.

        7.2    BellSouth  shall bill Colmena on a current  basis all  applicable
          charges and credits.

        7.3    Payment of all  charges  will be the  responsibility  of Colmena.
          Colmena  shall make  payment to  BellSouth  for all  services  billed.
          BellSouth is not responsible for payments not received by Colmena from
          Colmena's  end user.  BellSouth  will not become  involved  in billing
          disputes  that may arise  between  Colmena and its end user.  Payments
          made to  BellSouth  as  payment  on  account  will be  credited  to an
          accounts receivable master account and not to an end user's account.

        7.4    BellSouth will render bills each month on  established  bull days
          for each of Colmena's accounts.

        7.5    BellSouth  will bill Colmena in advance  changes for all services
          to be  provided  during the  ensuing  billing  period  except  charges
          associated  with  service  usage,  which  will be billed  in  arrears.
          Charges will be calculated on an  individual  end user account  level,
          including,  if applicable,  any charge for usage or usage  allowances.
          BellSouth will also bill Colmena,  and Colmena will be responsible for
          and remit to  BellSouth,  all charges  applicable  to resold  services
          including but not limited to 911 and E911 charges,  telecommunications
          relay charges (TRS), and franchise fees.

        7.6    The payment will be due by the next bill date (i.e., same date in
          the  following  month as the bill date) and is payable in  immediately
          available funds. Payment is considered to have been made when received
          by BellSouth.

                7.6.1    If the  payment  due date  falls  on a  Sunday  or on a
                    Holiday which is observed on a Monday,  the payment due date
                    shall be the first  non-Holiday day following such Sunday or
                    Holiday. If the payment due date falls on a Saturday or on a
                    Holiday which is observed on Tuesday,  Wednesday,  Thursday,
                    or  Friday,   the   payment  due  date  shall  be  the  last
                    non-Holiday  day  preceding  such  Saturday or  Holiday.  If
                    payment is not  received  by the  payment  due date,  a late
                    payment  penalty,  as set forth in  section  7.8  following,
                    shall apply.

                7.6.2    If  Colmena   requests   multiple   billing   media  or
                    additional copies of bills,  BellSouth will provide these at
                    an appropriate charge to Colmena.

                7.6.3    Billing Disputes

                                  Attachment 1 - Page 369
<PAGE>



                7.6.3.1  Each Party  agrees to notify  the other  Party upon the
                    discovery  of a billing  dispute.  In the event of a billing
                    dispute,  the Parties  will  endeavor to resolve the dispute
                    within  sixty (60)  calendar  days of the Bill Date on whcih
                    such disputed  charges appear.  Resolution of the dispute is
                    expected to occur at the first level of management resulting
                    in a  recommendation  for  settlement  of  the  dispute  and
                    closure of a specific billing period.  If the issues are not
                    resolved  within the  allotted  time  frame,  the  following
                    resolution procedure will begin:

                7.6.3.2  If the dispute is not resolved within sxty (60) days of
                    the Bill Date,  the dispute  will be escalated to the second
                    level of management for each of the  respective  Parties for
                    resolution. If the dispute is not resolved within ninety (9)
                    days of the Bill Date,  the dispute will be escalated to the
                    third level of management for each of the respective Parties
                    for resolution.

                7.6.3.3  If the dispute is not  resolved  within one hundred and
                    twenty  (120) days of the Bill  Date,  the  dispute  will be
                    escalated to the fourth level of management  for each of the
                    respective Parties for resolution.

                7.6.3.4  If a Party  disputes  a  charge  and  does not pay such
                    charge  by the  payment  due  date,  such  charges  shall be
                    subject  to late  payment  charges  as set forth in the Late
                    Payment  Charges  provision of this  Attachment.  If a Party
                    disputes  charges  and the  dispute is  resolved in favor of
                    such Party,  the other  Party  shall  credit the bill of the
                    disputing Party for the amount of the disputed charges along
                    with any late  payment  charges  assessed  no later than the
                    second  Bill  Date  after  the  resolution  of the  dispute.
                    Accordingly,  if a Party disputes charges and the dispute is
                    resolved in favor of the other Party,  the  disputing  Party
                    shall pay the other Party the amount of the disputed charges
                    and any associated  late payment  charges  assessed no later
                    than the second bill  payment due date after the  resolution
                    of the dispute. BellSouth shall only assess payment due date
                    after the  resolution of the dispute.  BellSouth  shall only
                    assess interest on previously  assessed late payment charges
                    in a state where it has authority pursuant to its tariffs.

        7.7    Upon proof of tax exempt  certification  from Colmena,  the total
          amount  billed to Colmena  will not include any taxes due from the end
          user to  reflect  the tax  exempt  certification  and  local tax laws.
          Colmena  will be solely  responsible  for the  computation,  tracking,
          reporting, and payment of taxes applicable to Colmena's end user.

        7.8    If any portion of the payment is received by BellSouth  after the
          payment  due date as set forth  preceding,  or if any  portion  of the
          payment is received  by  BellSouth  in funds that are not  immediately
          available to  BellSouth,  then a late payment  penalty shall be due to
          BellSouth.  The  late  payment  penalty  shall be the  portion  of the
          payment  not  received by the payment due date times a late factor and
          will be applied on a per bill basis.  The late factor  shall be as set
          forth in  Section A2 of the  General  Subscriber  Services  Tariff and
          Section B2 of the Private Line Service Tariff. Colmena will be charged
          a fee for all  returned  checks as set forth in  Section  to A2 of the
          General Subscriber Services Tariff or in applicable state law.

                                  Attachment 1 - Page 370
<PAGE>



        7.9    Any switched access charges associated with interexchange carrier
          access to the resold local  exchange  lines will be billed by, and due
          to, BellSouth. No additional charges are to be assessed to Colmena.

        7.10   BellSouth will not perform  billing and  collection  services for
          Colmena as a result of the execution of this  Agreement.  All requests
          for billing  services should be referred to the appropriate  entity or
          operational group within BellSouth.

        7.11   Pursuant to 47 CFR Section  51.617,  BellSouth  will bill Colmena
          end user common line  charges  identical  to the end user common lines
          charges BellSouth bills its end users.

        7.12   In  general,  BellSouth  will not  become  involved  in  disputes
          between Colmena and Colmena's end user customers over resold services.
          If a dispute does arise that cannot be settled without the involvement
          of BellSouth,  Colmena shall contact the designated Service Center for
          resolution.  BellSouth  will  make  every  effort  to  assist  in  the
          resolution  of the  dispute  and will wok with  Colmena to resolve the
          matter in as timely a manner as  possible.  Colmena may be required to
          submit documentation to substantiate the claim.

8.       Discontinuance of Service

        8.1    The  procedures for  discontinuing  service to an end user are as
          follows:

                8.1.1    Where   possible,   BellSouth   will  deny  service  to
                    Colmena's  end user on behalf  of,  and at the  request  of,
                    Colmena.   Upon  restoration  of  the  end  user's  service,
                    restoral  charges will apply and will be the  responsibility
                    of Colmena.

                8.1.2    At the request of Colmena,  BellSouth will disconnect a
                    Colmena end user customer.

                8.1.3    All requests by Colmena for denial or  disconnection of
                    an end user for nonpayment must be in writing.

                8.1.4    Colmena will be made solely  responsible  for notifying
                    the end user of the proposed disconnection of the service.

                8.1.5    BellSouth  will  continue to process  calls made to the
                    Annoyance  Call  Center and will advise  Colmena  when it is
                    determined  that annoyance  calls are originated from one of
                    their end user's locations.  BellSouth shall be indemnified,
                    defended  and held  harmless by Colmena  and/or the end user
                    against any claim,  loss or damage  arising  from  providing
                    this  information to Colmena.  It is the  responsibility  of
                    Colmena to take the corrective action necessary with its end
                    users who make annoying calls.  Failure to do so will result
                    returned checks as set forth in Section to A2 of the General
                    Subscriber  Services  Tariff  or  in  applicable  state  law
                    in BellSouth's disconnecting the end user's service.

                               Attachment 1 - Page 371
<PAGE>




                8.1.6    BellSouth may disconnect and reuse  facilities when the
                    facility is in a denied state and  BellSouth has received an
                    order to  establish  new service or transfer of service from
                    an end user or an end user's CLEC at the same address served
                    by the denied facility.

        8.2    The  procedures  for  discontinuing  service  to  Colmena  are as
          follows:

                8.2.1    BellSouth  reserves  the right to suspend or  terminate
                    service  for  nonpayment  or in  the  event  of  prohibited,
                    unlawful or improper use of the facilities or service, abuse
                    of the facilities,  or any other violation or  noncompliance
                    by  Colmena  of the  rues  and  regulations  of  BellSouth's
                    Tariffs.

                8.2.2    If payment of account is not  received  by the bill day
                    in the month  after the  original  bill day.  BellSouth  may
                    provide   written   notice  to  Colmena,   that   additional
                    applications  for  service  will be  refused  and  that  any
                    pending  orders for service will not be completed if payment
                    is not received by the  fifteenth  day following the date of
                    the  notice.  In addition  BellSouth  may, at the same time,
                    give thirty days notice to the person  designated by Colmena
                    to receive  notices of  noncompliance,  and  discontinue the
                    provision  of  existing  services  to  Colmena  at any  time
                    thereafter.

                8.2.3    In the case of such discontinuance, all billed charges,
                    as well as applicable termination charges, shall become due.

                8.2.4    If BellSouth does not  discontinue the provision of the
                    services  involved on the date  specified in the thirty days
                    notice  and  Colmena's  noncompliance   continues,   nothing
                    contained  herein  shall  preclude   BellSouth's   right  to
                    discontinue the provision of the services to Colmena without
                    further notice.

                8.2.5    If payment is not  received  or  arrangements  made for
                    payment  by the  date  given  in the  written  notification,
                    Colmena's services will be discontinued. Upon discontinuance
                    of service on Colmena's  account,  service to Colmena's  end
                    users  will  be  denied.  BellSouth  will  also  reestablish
                    service  at the  request  of the end  user or  Colmena  upon
                    payment of the  appropriate  connection  fee and  subject to
                    BellSouth's normal application procedures. Colmena is solely
                    responsible  for  notifying  the end  user  of the  proposed
                    disconnection of the service.

                8.2.6    If within  fifteen days after an end user's service has
                    been  denied  no  contact  has  been  made in  reference  to
                    restoring   service,   the  end  user's   service   will  be
                    disconnected.

9.       Line Information Database (LIDB)

        9.1    BellSouth  will  store in its Line  Information  database  (LIDB)
          records relating to service Attachment 1 Page 15 only in the BellSouth
          region.  The LIDB Storage  Agreement is included in this Attachment as
          Exhibit C.

        9.2    BellSouth  will provide  LIDB  Storage  upon  written  request to
          Colmena Account Manager stating requested activation date.

10       RAO Hosting

        10.1   The RAO  Hosting  Agreement  is included  in this  Attachment  as
          Erxhibit D. Rates for  BellSouth's  Centralized  Message  Distribution
          System (CMDS) are as set forth in Exhibit H of this Attachment.

                                      Page 372
<PAGE>



        10.2   BellSouth  will provide RAO Hosting  upon  written  request to it
          Account Manager stating requested activation date.

11.      Daily Usage File (ODUF)

        11.1   The  Optional  daily Usage File (ODUF)  Agreement  with terms and
          conditiona is included in this Attachment as Exhibit E. Rates for ODUF
          are as set forth in Exhibit H of this Attachment.

        11.2   BellSouth  will provide  Optional Daily Usage File (ODUF) service
          upon  written  request  to  its  Account  Manager  stating   requested
          activation date.

12.      Enhanced Optional Daily Usage File (EODUF)

        12.1   The Enhanced  Optional Daily Usage File (EODUF) service Agreement
          with terms and conditions is included in this Attachment as Exhibit F.
          Rates for EODUF are as set forth in Exhibit H of this Attachment.

         12.2  BellSouth will provide Enhanced Optional Daily Usage File (EODUF)
          service upon written request to its Account Manager stating  requested
          activation date.

13.      Calling Name Delivery (CNAM) Database Service

        13.1   Calling  Name  Delivery  (CNAM)  Database  Service  Agreement  is
          included  in this  Attachment  as Exhibit G. Rates for CNAM are as set
          forth in Exhibit H of this Attachment.

        13.2   BellSouth  will provide  Calling Name  Delivery  (CNAM)  Database
          service upon written request to its Account Manager stating  requested
          activation date.

                                  Attachment 1 - Page 373
<PAGE>


                                    EXHIBIT A

                              APPLICABLE DISCOUNTS

         The  telecommunications  services available for purchase by Colmena for
the purposes of resale to Colmena end users shall be available at the  following
discount off of the retail rate.

                                    DISCOUNT*

STATE                 RESIDENCE               BUSINESS                CSAs***

ALABAMA               16.3%                   16.3%
FLORIDA               21.83%                  16.81%
GEORGIA               20.3%                   17.3%
KENTUCKY              16.79%                  15.54%
LOUISIANA             20.72%                  20.72%                   9.05%
MISSISSIPPI           15.75%                  15.75%
NORTH CAROLINA        21.5%                   17.6%
SOUTH CAROLINA        14.8%                   14.8%                    8.98%
TENNESSEE**           16%                     16%


o        When a CLEC  provides  Resale  service in a cross  boundary area (areas
         that are part of the local  serving area of another  state's  exchange)
         the rates,  regulations  and  discounts  for the  tariffing  state will
         apply. Billing will be form the serving state.

**       In  Tennessee,  if a  CLEC  provides  its  own  operator  services  and
         directory  services,  the discount  shall be 21.56%.  CLEC must provide
         written notification to BellSouth within 30 days prior to providing its
         own operator services and directory  services to qualify for the higher
         discount rate of 21.56%.

***      Unless  noted in this column,  the  discount  for Business  will be the
         applicable discount rate for CSAs.

                                  Attachment 1 - Page 374
<PAGE>


                                    Exhibit A

                    OPERATIONAL SUPPORT SYSTEMS (OSS) RATES

     BellSouth has developed and made available the following mechanized systems
by which Colmena may submit LSRs electronically.




         LENS                   Local Exchange Navigation System
         EDI                    Electronic Data Interface
         EDI-PC                 Electronic Date Interface - Personal Computer
         TAG                    Telecommunications Access Gateway

     LSRs submitted by means of one of these  interactive  interfaces will incur
an OSS  electronic  ordering  charges  as  specified  in  the  Table  below.  An
individual  LSR will be identified  for billing  purposes by its Purchase  Order
Number  (PON).  LSRs  submitted  by means  other  than one of these  interactive
interfaces  (mail,  fax,  couries,  etc.)  Will incur a manual  order  charge as
specified in the table below.

OPERATIONAL        Electronic                        Manual
SUPPORT            Per LSR received from the        Per LSR received from the
SYSTEMS (OSS)      CLEC by one of the OSS           CLEC by means other than one
RATES              Interactive interfaces           of the OSS interactive
                                                    Interfaces

OSS LSR Charge     $3.50                            $19.99
USOC               SOMEC                            SOMAN

     Note: In addition to the OSS charges,  applicable  discounted service order
and related discounted charges apply per the tariff.

     Denial/Restoral OSS Charge

     In the  event  Colmena  provides  a list  of  customers  to be  denied  and
restored,  rather than an LSR, each location on the list will require a separate
PON and, therefore, will be billed as one LSR per location.

     Cancellation OSS Charge

     Colmena will incur an ODD charge for an accepted LSR that is later canceled
by Colmena.

     Note:  Supplements or  clarifications  to a previously  billed LSR will not
incur another OSS charge.

     Threshold Billing Plan

     The Parties  agree that  Colmena will incur the  mechanized  rate for LSRs,
both manual, if the percentage of mechanized LSRs meets or exceeds the threshold
percentages shown below:

         Year                       Ratio: Mechanized/Total LSRs
         1999                                        70%
         2000                                        80%
         2001                                        90%

     The threshold plan will be discontinued in 2002.

     BellSouth  will track the total LSR volume for each CLEC for each  quarter.
At the end of that time period,  a Percent  Electronic LSR  calculation  will be
made  for  that  quarter  based on the LSR data  tracked  in the  LCSC.  If this
percentage  exceeds the threshold volume,  all of that CLECs' future manual LSRs
will be billed at the  mechanized  LSR rate.  To allow  time for  obtaining  and
analyzing  the data and updating the billing  system,  this billing  change will
take place on the first day of the second month following the end of the quarter
(e.g.  May 1 for 1Q, Aug. 1 for 2Q, etc.).  There will be no  adjustments to the
amount billed for previously billed LSRs.

                                  Attachment 1 - Page 375
<PAGE>


                                 Page Exhibit B
                                   Page 1 of 2

                           EXCLUSIONS AND LIMITATIONS

                        ON SERVICES AVAILABLE FOR RESALE

<TABLE>
<S>                                      <C>                 <C>                 <C>                 <C>                 <C>
                                         AL                  FL                  GA                  KY                  LA
Type of Service                    Resale? Discount?   Resale? Discount?   Resale? Discount?   Resale? Discount?   Resale? Discount?

1.  Grandfathered Services         Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes
    (Note 1)

2.  Contract Service Arrangements  Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes


3.  Promotions-> 90 Days (Note 2)  Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes


4.  Promotions-< 90 Days (Note 2)  Yes     No          Yes     No          Yes     No          No      No          Yes     No


5.  Lifeline/Link Up Services      Yes     Yes         Yes     Yes         Yes     Yes         Note 4  Note 4      Yes     Yes


6.  911/E911 Services              Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes         No      No


7.  N11 Services                   Yes     Yes         Yes     Yes         Yes     Yes         No      No          No      No


8.  AdWatch Svc (See Note 6)       Yes     No          Yes     No          Yes     No          Yes     No          Yes     No


9.  MemoryCall Services            Yes     No          Yes     No          Yes     No          Yes     No          Yes     No


10.  Mobile Services               Yes     No          Yes     No          Yes     No          Yes     No          Yes     No


11.  Federal Subscriber Line       Yes     No          Yes     No          Yes     No          Yes     No          Yes     No
     Charges

12.  Non-Recurring Charges         Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes


13.  End User Line Charge-         Yes     No          Yes     No          Yes     No          Yes     No          Yes     No
     Number Portability

14.  Public Telephone Access       Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes         Yes     Yes
      Service (PTAS)


</TABLE>

                                    Page 376
<PAGE>

<TABLE>
 <S>
                                        <C>                 <C>
                                         MS                  NC                   SC                  TN
Type of Service                    Resale? Discount?   Resale? Discount?    Resale? Discount?   Resale? Discount?

1. Grandfathered Services          Yes     Yes         Yes     Yes          Yes     Yes         Yes     Yes
   (Note 1)

2.  Contract Service Arrangements  Yes     Yes         Yes     Yes          Yes     Yes         Yes     Yes

3.  Promotions-> 90 Days (Note 2)  Yes     Yes         Yes     Yes          Yes     Yes         Yes     Note 3


4.  Promotions -< 90 Days (Note 2) Yes     No          Yes      No          Yes     No          No      No

5.  Lifetime/Link Up Services      Yes     Yes         Yes      Yes         Yes     Yes         Yes     Yes

6.  911/E911 Services              Yes     Yes         Yes      Yes         Yes     Yes         Yes     Yes

7.  N11 Services                   Yes     Yes         No       No          No      No          Yes     Yes


8.  Ad Watch Svs.(See Note6)       Yes     No          Yes      No          Yes     No          Yes     No

9.  MemoryCall Service             Yes     No          Yes      No          Yes     No          Yes     No

10.  Mobile Services               Yes     No          Yes      No          Yes     No          Yes     No

11.  Federal Subscriber Line       Yes     No          Yes      No          Yes     No          Yes     No
       Charges

12.  Non-Recurring Charges         Yes     Yes         Yes      Yes         Yes     Yes         Yes     No

13.  End User Line Charge          Yes     No          Yes      No          Yes     No          Yes     No
      Number Portability

14.  Public Telephone Access       Yes     Yes         Yes      Yes         Yes     No          Yes     Yes
       Service (PTAS)
</TABLE>

Applicable Notes:

1.   Grandfathered  services can be resold only to existing  subscribers  of the
granfathered service.

2.   Where  available for resale,  promotions will be made available only to end
users who  would  have  qualified  for the  promotion  had it been  provided  by
BellSouth directly.

3.   In Tennessee, long-term promotions (offered for more than ninety (90) days)
may be obtained at one of the following rates:

     (A) the stated tariff rate, less the wholesale discount;
     (B) the  promotional  rate (the  promotional  rate offered by BellSouth
will not be discounted  further by the wholesale discount rate) 4. Lifeline/Link
Up services may be offered only to those  subscribers who meet the criteria that
BellSouth  currently  applies to  subscribers  of these services as set forth in
Sections A3 and A4 of the BellSouth General Subscriber  Services Tariff. 5. Some
of  BellSouth's  local  exchange  and toll  telecommunications  services are not
available in certain central offices and areas.

6.   AdWatch  Service is tariffed as  BellSouth  AIN Virtual  Number Call Detail
Service.


                                    Page 377
<PAGE>



                                  Attachment 1

                                    EXHIBIT C

                        LINE INFORMATION DATA BASE (LIDB)
                                STORAGE AGREEMENT

A.      SCOPE

        1.     This Agreement  sets forth the terms and  conditions  pursuant to
          which BellSouth agrees to store in its LIDB certain information at the
          request of Colmena and pursuant to which BellSouth, its LIDB customers
          and Colmena shall have access to such information. Colmena understands
          that  BellSouth  provide  access to information in its LIDB to various
          telecommunications  service providers  pursuant to applicable  tariffs
          and agrees that information stored at the request of Colmena, pursuant
          to this  Agreement,  shall  be  available  to thos  telecommunications
          service providers.  The terms and conditions contained in the attached
          Addendum(s)  are  heerby  made a part of this  Agreement  as if  fully
          incorporated herein.

B.             LIDB is accessed for the  following  purposes:  1. Billed  Number
          Screening 2. Calling Card Validations 3. Fraud Control

C.             BellSouth  will  provide  seven days per week,  24-hours per day,
          fraud  monitoring  on Calling  Cards,  bill-to third and collect calls
          made to numbers in BellSouth's LIDB, provided that such information is
          included  in the LIDB  query.  BellSouth  will  establish  fraud alert
          thresholds and will notify Colmena of fraud alerts so that Colmena may
          take  action it deems  appropriate.  Colmena  understands  and  agrees
          BellSouth will  administer all data stored in the LIDB,  including the
          data  provided  by Colmena  pursuant  to this  Agreement,  in the same
          manner  as  BellSouth's  data  for  BellSouth's  end  user  customers.
          BellSouth  shall not be  responsible  to Colmena for any lost  revenue
          which may result from BellSouth's  administration of the LIDB pursuant
          to its  established  practices and procedures as the exist and as they
          may be changed by BellSouth in its sole discretion from time to time.

         Colmena  understands  that BellSouth  currently hsa in effect  numerous
         billing and collection agreements with various  interexchange  carriers
         and billing  clearing  houses.  Colmena further  understands that these
         billing and collection customers of BellSouth query BellSouth's LIDB to
         determine  whether to accept  various  billing  options from end users.
         Additionally,  Colmena  understands  that  presently  BellSouth  has no
         method to differentiate  between  BellSouth's own billing and line data
         in the LIDB and such data which it  includes  in the LIDB on  Colmena's
         behalf  pursuant  to this  Agreement.  Therefore,  until  such  time as
         BellSouth can and does implement in its LIDB and its supporting systems
         the means to differentiate Colmena's data from BellSouth's data and the
         Parties to this Agreement execute  appropriate  amendments  hereto, the
         following terms and conditions shall apply.

                                  Attachment 1 - Page 378
                                    EXHIBIT C
<PAGE>



   (1)   Colmena    agrees    that   it   will   accept    responsibility    for
         telecommunications  services  billed by  BellSouth  for its billing and
         collection customers for Colmena's end user accounts which are resident
         in LIDB pursuant top this Agreement.  Colmena  authorizes  BellSouth to
         place such charges on Colmena's  bill from BellSouth and agrees that it
         shall pay all such  charges.  Charges for which  Colmena  hereby  takes
         responsibility  include,  but are not  limited  to,  collect  and third
         number calls.

   (2)   Charegs for such  services  shall appear on a separate  BellSouth  bill
         page  identified  with the name of the  entity for which  BellSouth  is
         billing the charge.

   (3)   Colmena shall have the  responsibility to render a billing statement to
         its end  users for  these  charges,  but  Colmena's  obligation  to pay
         BellSouth  for the  charges  billed  shall be  independent  of  whether
         Colmena is able or not to collect from Colmena's end users.

   (4)   BellSouth  shall not become involved in any dispute between Colmena and
         the  entities  for which  BellSouth  performs  billing and  collection.
         BellSouth will not issue adjustments for charges billed on behalf of an
         entity to Colmena.  It shall be the  responsibility  of Colmena and the
         other entity to negotiate and arrange for any appropriate adjustments.

II       TERM

         This Agreement will be effective as of  ___________,  and will continue
         in  effect  for  one  year,  and  thereafter  may  be  continued  until
         terminated by either Party upon thirty (30) days written  notice to the
         other Party.

III      FEES FOR SERVICE AND TAXES

A.        Colmena  will not be charged a fee for  storage  services  provided by
          BellSouth to Colmena, as described in Section I of this Agreement.

B.        Sales, use and all other taxes (excluding taxes on BellSouth's income)
          determined  by  BellSouth  or any  taxing  authority  to be due to any
          federal,  state or  local  taxing  jurisdiction  with  respect  to the
          provision  of the  service  set forth  herein will be paid by Colmena.
          Colmena  shall  have the  right  to have  BellSouth  contest  with the
          imposing  jurisdiction,  at  Colmena's  expense,  any such  taxes that
          Colmena deems are improperly levied.

                                  Attachment 1 - Page  379
                                    Exhibit C

<PAGE>



IV       INDEMNIFICATION

         To the extent not  prohibited  by law,  each Party will  indemnify  the
         other and hold the  other  harmless  against  any  loss,  cost,  claim,
         injury,  or  liability  relating  to or arising  out of  negligence  or
         willful   misconduct  by  the  indemnifying  Party  or  its  agents  or
         contractors in connection with the  indemnifying  Party's  provision of
         services,  provided, however, that any indemnifying for any loss, cost,
         claim,  injury or  liability  arising  out of or  relating to errors or
         omissions in the provision of services  under this  Agreement  shall be
         limited as otherwise  specified  in this  Agreement.  The  indemnifying
         Party under this Section agrees to defend any suit brought  against the
         other Party for any such loss, cost,  claim,  injury or liability.  The
         indemnifying  Party  agrees to  notify  the other  Party  promptly,  in
         writing,  of any  written  claims,  lawsuits,  or demands for which the
         other Party is responsible under this Section and to cooperate in every
         reasonable  way to  facilitate  defense or  settlement  of claims.  The
         indemnifying   Party  shall  not  be  liable  under  this  Section  for
         settlement by the indemnifying Party of any claim,  lawsuit,  or demand
         unless the defense of the claim,  lawsuit,  or demand has been tendered
         to it in writing and the indemnifying Party has unreasonably  failed to
         assume such defense.

V.       LIMITATION OF LIABILITY

         Neither  Party shall be liable to the other Party for any lost  profits
         or revenues or for any indirect,  incidental or  consequential  damages
         incurred by the other Party arising from this Agreement or the services
         performed or not performed  hereunder,  regardless of the cause of such
         loss or damage.

VI.      MISCELLANEOUS

        A.     It is understood  and agreed to by the Parties that BellSouth may
          provide similar services to other companies.

        B.     All terms,  conditions and operations  under this Agreement shall
          be performed in accordance with, and subject to, all applicable local,
          state or federal  legal and  regulatory  tariffs,  rulings,  and other
          requirements of the federal courts, the U.S. Department of Justice and
          state and federal regulatory agencies. Nothing in this Agreement shall
          be  construed  to cause  wither  Party to  violate  any such  legal or
          regulatory  requirement and either Party's obligation to perform shall
          be subject to all such requirements.

                                      Page 380
<PAGE>


        C.     Colmena  agrees to submit to  BellSouth  all  advertising,  sales
          promotion,  press releases,  and other publicity  matters  relating to
          this Agreement wherein  BellSouth's  corporate or trade names,  logos,
          trademarks  or  service  marks  or  those  of  BellSouth's  affiliated
          companies  are  mentioned or language from which he connection of said
          names or trademarks  therewith may be inferred or implied; and Colmena
          further agrees not to publish or use  advertising,  sales  promotions,
          press releases, or publicity matters without BellSouth's prior written
          approval.

        D.     This Agreement  constitutes the entire Agreement  between Colmena
          and BellSouth which supersedes all prior Agreements or contracts, oral
          or written representations,  statements, negotiations, understandings,
          proposals and undertakings with respect to the subject matter hereof.

        E.     Except as expressly  provided in this  Agreement,  if any part of
          this  Agreement is held or  construed to be invalid or  unenforceable,
          the validity of any other  Section of this  Agreement  shall remain in
          full force and  effect to the extent  permissible  or  appropriate  in
          furtherance of the intent of this Agreement.

        F.     Neither  Party  shall be held  liable for any delay or failure in
          performance  of any part of this  Agreement  for any cause  beyond its
          control and without its fault or negligence, such as acts of God, acts
          of civil or military  authority,  government  regulations,  embargoes,
          epidemics,   war,   terrorist  acts,  riots,   insurrections,   fires,
          explosions,  earthquakes,  nuclear accidents,  floods,  strikes, 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 common carriers.


        G.     This  Agreement  shall be deemed to be a contract  made under the
          laws of the State of Georgia, and the construction, interpretation and
          performance of this Agreement and all transactions  hereunder shall be
          governed by the domestic law of such State.

                               Attachment 1 - Page 381
                                    EXHIBIT C
<PAGE>



                                 RESALE ADDENDUM
                      TO LINE INFORMATION DATA BASE (LIDB)
                                STORAGE AGREEMENT

               This is a Resale  Addendum  to the  Line  Information  Data  Base
          Agreement  dated  _____________________,  199____,  between  BellSouth
          Telecommunications,   Inc.  ("BellSouth"),  and  Colmena  ("Colmena"),
          effective the ______day of ___________, 199

I.     GENERAL

               This Addendum sets forth the terms and  conditions  for Colmena's
          provision of billing number  information to BellSouth for inclusion in
          BellSouth's LIDB.  BellSouth will store in its LIDB the billing number
          information  provided by Colmena,  and BellSouth will provide response
          to on-line,  call-by-call  queries to this  information  for  purposes
          specified in Section I.B. of the Agreement.

II       DEFINITIONS

        A.     Billing  number - a number used by  BellSouth  for the purpose of
          identifying an account  liable for charges.  This number may be a line
          or a special billing number.

        B.     Line  number - a ten digit  number  assigned  by  BellSouth  that
          identifies a telephone  line  associated  with a resold local exchange
          service, or with a SPNP arrangement.

        B.     Special  billing  number - a ten digit  number that  identifies a
          billing  account  established by BellSouth in connection with a resold
          local exchange service or with a SPNP arrangement.

        D.     Calling Card number - a billing  number plus PIN number  assigned
          by BellSouth.

        E.     PIN number - a four digit  security  code  assigned by  BellSouth
          which is added to a billing number to compose a fourteen digit calling
          card number.

        F.     Toll  billing  exception  indicator -  associated  with a billing
          number to  indicate  that it is  considered  invalid  for  billing  of
          collect calls or third number calls or both, by the Colmena.

        F.     Billed Number  Screening - refers to the activity of  determining
          whether a toll billing exception indicator is present for a particular
          billing number.


                                  Attachment 1 - Page 382
                                    EXHIBIT C
<PAGE>


        H.     Calling Card  Validation - refers to the activity of  determining
          whether a particular calling card number exists as stated or otherwise
          provided by a caller.

        J.     Billing number  information - information about billing number or
          Calling  Card  number  as  assigned  by  BellSouth  and  toll  billing
          exception indicator provided t BellSouth by the Colmena.

III.    RESPONSIBILITIES OR PARTIES

        A.     BellSouth will include billing number information associated with
          resold  exchange lines or SPNP  arrangements  in its LIDB. The Colmena
          will request any toll billing exceptions via the Local Service Request
          (LSR) form used to order  resold  exchange  lines,  or the SPP service
          request form used to order SPNP arrangements.

        B.     Under normal  operating  conditions,  BellSouth shall include the
          billing number  information in its LIDB upon completion of the service
          order  establishing  either the resold local  exchange  service or the
          SPNP   arrangement,   provided  that  BellSouth   shall  not  be  held
          responsible for any delay or failure in performance to the extent such
          delay or  failure  is caused by  circumstances  or  conditions  beyond
          BellSouth's  reasonable  control.  BellSouth will store in its LIDB an
          unlimited  volume of the working  telephone  numbers  associated  with
          either the resold local exchange lines or the SPNP  arrangements.  For
          resold local exchange lines or for SPNP  arrangements,  BellSouth will
          issue line-based calling cards only in the name of Colmena.  BellSouth
          will not  issue  line-based  calling  cards  in the name of  Colmena's
          individual  end  users.  In the event  that  Colmena  wants to include
          calling card numbers  assigned by the Colmena in the BellSouth LIDB, a
          separate agreement is required.

        C.     BellSouth will provide responses to on-line, call-by-call queries
          to the stored information for the specific purposes listed in the next
          paragraph.

        D.     BellSouth is authorized to use the billing number  information to
          perform the  following  functions for  authorized  users on an on-line
          basis:



        1.     Validate a 14 digit Calling Card number where the first 10 digits
          are a line number or special billing number assigned by BellSouth, and
          where the last four  digits  (PIN) are a  security  code  assigned  by
          BellSouth.

        2.     Determine  whether the Colmena has  identified the billing number
          as one which should not be billed for collect or third  number  calls,
          or both.




                                  Attachment 1 - Page 383
                                    EXHIBIT D
<PAGE>


                                   RAO Hosting

1.       RAO Hosting, Calling Card and Third Number Settlement System (CATS) and
         Non-Intercompany  Settlement System (NICS) services provided to Colmena
         by  BellSouth  will be in  accordance  with the methods  and  practices
         regularly adopted and applied by BellSouth to its own operations during
         the term of this  Agreement,  including  such  revisions as may be made
         from time to time by BellSouth.

2.        Colmena shall furnish all relevant  information  required by BellSouth
          for the provision of RAO Hosting, CATS and NICS.

3.       Applicable  compensation  amounts will be billd by BellSouth to Colmena
         on a monthly basis in arrears.  Amounts due from one Party to the other
         (excluding  adjustments) are payable within thirty (30) days of receipt
         of the billing statement.

4.        Colmena must have its own unique RAO code.  Requests for establishment
          of RAO status  where  BellSouth is the  selected  Centralized  Message
          Distribution   System  (CMDS)   interfacing   host,   require  written
          notification from Colmena to the BellSouth RAO Hosting  coordinator at
          least  eight (8)  weeks  prior to the  proposed  effective  date.  The
          proposed  effective  date will be  mutually  agreed  upon  between the
          Parties with consideration  given to time necessary for the completion
          of required Telcordia  (formerly BellCore)  functions.  BellSouth will
          request the assignment of an RAO code from its connecting  contractor,
          currently Telcordia (formerly BellCore), on behalf of Colmena and will
          coordinate all associated conversion activities.

5.        BellSouth will receive  messages from Colmena that are to be processed
          by  BellSouth,  another LEC or CLEC in the  BellSouth  region or a LEC
          outside the BellSouth region.

6.       BellSouth will perform invoice sequence  checking,  standard EMI format
         editing,  and  balancing  of message  data with the EMI trailer  record
         counts on all data received from Colmena.

7.       All data  received  from  Colmena  that is to be processed or billed by
         another LEC or CLEC within the BellSouth  region will be distributed to
         that LEC or CLEC in accordance  with the  agreement(s)  which may be in
         effect between BellSouth and the involved LEC or CLEC.

8.       All data received from Colmena that is to be placed on the CMDS network
         for  distribution  outside  the  BellSouth  region  will be  handled in
         accordance  with  the  agreement(s)  which  may  be in  effect  between
         BellSouth and its connecting  contractor (currently Telcordia (formerly
         BellCore)).

                                  Attachment 1 - Page 384
                                   EXHIBIT D
<PAGE>


9.       BellSouth will receive messages from the CMDS network that are destined
         to be  processed by Colmena and will forward them to Colmena on a daily
         basis.

10.      Transmission of message data between BellSouth and Colmena will be via
         CONNECT: Direct.

11.      All messages and related data exchanged  between  BellSouth and Colmena
         will be formatted in accordance  with accepted  industry  standards for
         EMI formatted  records and packed  between  appropriate  EMI header and
         trailer records, also in accordance with accepted industry standards.

12.      Colmena  will ensure that the  recorded  message  detail  necessary  to
         recreate  files  provided to BellSouth  will be maintained  for back-up
         purposes for a period of three (3) calendar  months  beyond the related
         message dates.

13.      Should  it become  necessary for Colmena to send data to BellSouth more
         than  sicty (60) days past the  message  date(s),  Colmena  will notify
         BellSouth in  advance of the transmission of the data. If there will be
         impacts  outside  the BellSouth  region,  BellSouth  will work with its
         connecting contractor and Colmena to notify all affected Parties.

14.      In  the event that data to be exchanged  between the two Parties should
         become  lost or destroyed, both Parties will work together to determine
         the  source of  the  problem.  Once the cause of the  problem  has been
         jointly  determined  and the responsible  Party  (BellSouth or Colmena)
         identified  and agreed to, the  company  responsible  for  creating the
         data  (BellSouth  or  Colmena)  will  make  every  effort  to have  the
         affected  data  restored   and  retransmitted.  If the data  cannot  be
         retrieved,  the responsible Party will be liable to the other Party for
         any  resulting  lost  revenue.  Lost revenue  may be a  combination  of
         revenues  that could be billed to the end users and  associated  access
         revenues.  Both  Parties  will  work  together to estimate  the revenue
         amount based  upon  historical  data through a method  mutually  agreed
         upon.  The  resulting  estimated  revenue  loss  will  be  paid by the
         responsible  Party to the other Party within  three (3) calendar months
         of the date of  problem  resolution,  or as mutually agreed upon by the
         Parties.

15.      Should  an error be  detected  by the EMI  format  edits  performed  by
         BellSouth on data received from Colmena, the entire pack containing the
         affected data will not be processed by BellSouth. BellSouth will notify
         Colmena of the error  condition.  Colmena will correct the error(s) and
         will resend the entire pack to BellSouth for  processing.  In the event
         that an out-of-sequence  condition occurs on subsequent packs,  Colmena
         will resend these pack to BellSouth after the pack containing the error
         has been successfully reprocessed by BellSouth.

                                  Attachment 1 - Page 385
                                    EXHIBIT D
<PAGE>



16.      In  association  with  message  distribution  service,  BellSouth  will
         provide Colmena with associated intercompany  settlements reports (CATS
         and NICS) as appropriate.

17.      In  no case shall either Party be liable to the other for any direct or
         consequential  damages incurred  as a result of the obligations set out
         in this agreement.

18.      RAO Compensation

        18.1   Rates for message  distribution service provided by BellSouth for
          Colmena are as set forth in Exhibit A to this Attachment.

        18.2   Rates for data transmission  associated with message distribution
          service are as set forth ion Exhibit A to this Attachment.

        18.3   Data circuits  (private line or dial-up) will be required between
          BellSouth  and Colmena for the purpose of data  transmission.  Where a
          dedicated line is required,  Colmena will be responsible  for ordering
          the  circuit,   overseeing  its   installation  and  coordinating  the
          installation with BellSouth.  Colmena will also be responsible for any
          charges associated with this line. Equipment required on the BellSouth
          end to  attach  the line to the  mainframe  computer  and to  transmit
          successfully ongoing will be negotiated on a case by case basis. Where
          a dial-up facility is required, dial circuits will be installed in the
          BellSouth data center by BellSouth and the associated charges assessed
          to Colmena. Additionally, all message toll charges associated with the
          use of the dial  circuit  by  Colmena  will be the  responsibility  of
          Colmena. Associated equipment on the BellSouth end, including a modem,
          will be negotiated on a case by case basis between the Parties.

        18.4   All equipment,  including modems and software, that is requird on
          the  Colmena  end for the  purpose  of data  transmission  will be the
          responsibility of Colmena.

19.      Intercompany Settlements Messages

        19.1   This Section addresses the settlement of revenues associated with
          traffic  originated  from or billed by Colmena as a  facilities  based
          provider of local exchange  telecommunications  aservices  outside the
          BellSouth  region.  Only traffic that originates in one Bell operating
          territory and bills in another Bell  operating  territory is included.
          Traffic  that  originates  and bills  within  the same Bell  operating
          territory  will be settled on a local  basis  between  Colmena and the
          involved company(ies), unless that company is participating in NICS.

        19.2   Both  traffic that  originates  outside the  BellSouth  region by
          Comena and is billed  within the  BellSouth  region,  and traffic that
          originates  within  the  BellSouth  region and is billed  outside  the
          BellSouth region by Colmena, is covered by this Agreement (CATS). Also
          covered is traffic that either is  originated by or billed by Colmena,
          involves a company other than Colmena,  qualifies for inclusion in the
          CATS settlement,  and is not originated or billed within the BellSouth
          region (NICS)


                                  Attachment 1 - Page 386
                                    EXHIBIT D
<PAGE>


       .

        19.3   Once  Colmena  is  operating  within  the  BellSouth   territory,
          revenues  associated  with  calls  originated  and  billed  within the
          BellSouth region will be settled via Telcordai (formerly  BellCore)'s,
          its successor or assign, NICS system.

        19.4   BellSouth  will receive the monthly  NICS reports from  Telcordia
          (formerly  BellCore),  its successor or assign,  on behalf of Colmena.
          BellSouth  will  distribute  copies of these  reports  to Colmena on a
          monthly basis.

        19.5   BellSouth will receive the monthly  Calling Card and Third Number
          Settlement System (CATS) reports from Telcordia  (formerly  BellCore),
          its  successor  or  assign,  on  behalf  of  Colmena.  BellSouth  will
          distribute copies of these reports to Colmena.

        19.6   BellSouth  will  collect the revenue  earned by Colmena  from the
          Bell  operating  company in whoce  territory  the  messages are billed
          (CATS),  less a per message  billing and  collection fee of five cents
          ($0.05), on behalf of Colmena. BellSouth will remit the revenue billed
          by  Colmena  to the Bell  operating  company  in whose  territory  the
          messages originated,  less a per message billing and collection fee of
          five cents  ($0.05),  on behalf on Colmena.  These two amounts will be
          netted together by BellSouth and the resulting charge or credit issued
          to  Colmena  via  a  monthly  Carrier  Access  Billing  System  (CABS)
          miscellaneous bill.

        19.7   BellSouth  will collect the revenue  earned by Colmena within the
          BellSouth  territory  from  another  CLEC also  within  the  BellSouth
          territory  (NICS) where the  messages  are billed,  less a per message
          billing and  collection  fee of five  centee\s  ($0.05),  on behalf of
          Colmena. BellSouth will remit the revenue billed by Colmena within the
          BellSouth region to the CLEC also within the BellSouth  region,  where
          the messages originated, less a per message billing and collection fee
          of five cents  ($0.05).  These two amounts will be netted  together by
          BellSouth and the  resulting  charge or credit issued to Colmena via a
          monthly  Carrier  Access  Billing  System (CABS)  miscellaneous  bill.
          BellSouth and Colmena agree that monthly  netted  amounts of less than
          fifty dollars ($50.00) will not be settled.

                                  Attachment 1 - Page 387
                                    EXHIBIT E
<PAGE>



                            Optional Daily Usage File

1.       Upon written request from Colmena,  BellSouth will provide the Optional
         Daily  Usage File (ODUF)  service to Colmena  pursuant to the terms and
         conditions set forth in this section.

2.       Colmena shall furnish all relevant  information  required by BellSouth
         for  the provision of the Optional Daily Usage File.

3.       The  Optional Daily Usage Feed will contain billable messages that were
         carried  over the  BellSouth  Network and  processed  in the  BellSouth
         Billing  System, but billed to a Colmena customer. Charges for delivery
         of  the  Optional  Daily  Usage File will appear on  Colmenas'  monthly
         bills. The charges are as set forth in Exhibit A to this Attachment.

4.       The  Optional  Daily  Usage Feed will  contain  both rated and  unrated
         messages.   All  messages   will  be  in  the  standard   Alliance  for
         Telecommunications Industry Solutions (ATIS) EMI record format.

5.       Messages   that  error  in  Colmena's   billing   system  will  be  the
         responsibility  of  Colmena.  If,  however,  Colmena  should  encounter
         significant  volumes of errored  messages  that prevent  processing  by
         Colmena  within its systems,  BellSouth will work with the to determine
         the source of the errors and the appropriate resolution.

6.       The following  specifications  shall  apply to the Optional Daily Usage
         Feed.

        6.1      Usage To Be Transmitted

                6.1.1    The following  messages  recorded by BellSouth  will be
                    yransmitted to Colmena:

                    Message  recording for per use/per  activation type services
                    (examples:   Three  Way  Calling,  Verify,  Interrupt,  Call
                    Return, ETC.)

                    Measured billable Local

               Directory Assistance messages

               IntraLATA Toll

               WATS & 800 Service

               N11

                               Attachment 1 - Page 388
                                    EXHIBIT E
<PAGE>

               Information Service Provider Messages

               Operator Services Messages

               Operator Services Message Attempted Calls (UNE only)

               Credit/Cancel Records

               Usage for Voice Mail Message Service

        6.1.2  Rated   Incollects   (originated  in  BellSouth  and  from  other
          companies) can also be on Optional Daily Usage File.  Rated Incollects
          will be intermingled with BellSouth  recorded rated and unrated usage.
          Rated Incollects will not be packed separately.

        6.1.3  BellSouth  will  perform   duplicate  record  checks  on  records
          processed  to  Optional  Daily  Usage  File.  Any  duplicate  messages
          detected will be deleted and not sent to Colmena.

        6.1.4  In the event that Colmena  detects a duplicate on Optional  Daily
          Usage  File  they  receive  from  BellSouth,  Colmena  will  drop  the
          duplicate   message   (Colmena  will  not  return  the  duplicates  to
          BellSouth).

6.2      Physical File Characteristics

        6.2.1  The Optional  Daily Usage File will be distributed to Colmena via
          an agreed  medium with CONNECT:  Direct being the preferred  transport
          method.  The Daily Usage Feed will be a variable  block format  (2476)
          with an LRECL of 2472.  The data on the Daily  Usage Feed will be in a
          non-compacted  EMI format (175 byte format plus  modules).  It will be
          created on a daily basis  (Monday  through  Friday  except  holidays).
          Details such as dataset name and delivery  schedule  will be addressed
          during  negotiations  of the  distribution  medium.  There  will  be a
          maximum of one dataset per workday per OCN.

        6.2.2  Data circuits(  private line or dial-up) may be required  between
          BellSouth  and Colmena for the purpose of data  transmission.  Where a
          dedicated line is required,  Colmena will be responsible  for ordering
          the  circuit,   overseeing  its   installation  and  coordinating  the
          installation with BellSouth.  Colmena will also be responsible for any
          charges associated with this line. Equipment required on the BellSouth
          end to  attach  the line to the  mainframe  computer  and to  transmit
          successfully ongoing will be negotiated on a case by case basis. Where
          a dial-up facility is required, dial circuits will be installed in the
          BellSouth data center by BellSouth and the associated charges assessed
          to Colmena. Additionally, all message toll charges associated with the
          use of the dial  circuit  by  Colmena  will be the  responsibility  of
          Colmena. Associated equipment on the BellSouth end, including a modem,
          will be negotiated  on a case by case basis  between the parties.  All
          equipment,  including modems and software, that is required on Colmena
          end for the purpose of data transmission will be the responsibility of
          Colmena.

                                  Attachment 1 - Page 389
                                    EXHIBIT E

<PAGE>



6.3      Packing Specifications

        6.3.1  A pack will contain a minimum of one message  record or a maximum
          of  99,999  message  records  plus a pack  header  and a pack  trailer
          record.  One  tranmission  can  contain  a  maximum  of 99 packs and a
          minimum of one pack.

        6.3.2  The OCN,  From RAO,  and Invoice  Number will control the invoice
          sequencing.  The From RAO will be used to  identify  to Colmena  which
          BellSouth RAO that is sending the message.  BellSouth and Colmena will
          use the invoice sequencing to control data exchange. BellSouth will be
          notified of  sequence  failures  identified  by Colmena and resend the
          data as appropriate.

         THE DATA WILL BE PACKED USING ATIS EMI RECORDS.

6.4      Pak rejection

        6.4.1  Colmena will notify BellSouth within one business day of rejected
          packs  (via the  mutually  agreed  medium).  Packs  could be  rejected
          because of pack sequencing discrepancies or a critical edit failure on
          the Pack Header or Pack Trailer records (i.e. out-of-balance condition
          on grand  totals,  invalid data  populated).  Standard  ATIS EMI Error
          Codes will be used.  Colmena will not be required to return the actual
          rejected  data to  BellSouth.  Rejected  packs will be  corrected  and
          retransmitted to Colmena by BellSouth.

6.5      Control Data

         Colmena  will send one  confirmation  record per pack that is  received
         from BellSouth. This confirmation record will indicate Colmena received
         the pack and the  acceptance  or  rejection  of the pack.  Pack  status
         Code(s) will be populated using standard ATIS EMI error codes for packs
         that were rejected by Colmena for reasons stated in the above section.

6.6      Testing

        6.6.1  Upon  request  from  Colmena,  BellSouth  shall send est files to
          Colmena for the Optional Daily Usage File. The parties agree to review
          and discuss the file's  content  and/or  format.  For testing of usage
          results,  BellSouth  shall  request  that  Colmena set up a production
          (LIVE) file. The live test may consist of Colmena's  employees  making
          test calls for the types of services  Colmena requests on the Optional
          Daily Usage File. These test calls are logged by Colmena, and the logs
          are  provided  to  BellSouth.  These  logs will be used to verify  the
          files. Testing will be completed within 30 calendar days from the date
          on which the initial test file was sent.


                                  Attachment 1 - Page 390
                                    EXHIBIT E
<PAGE>




                       Enhanced Optional Daily Usage File

1.        Upon written request from Colmena, BellSouth will provide the Enhanced
          Optional Daily Usage File (EODUF)  service to Colmena  pursuant to the
          terms and  conditions  set forth in this  section.  EODUF will only be
          sent to existing ODUF subscribers who request the EODUF option.

2.

          The  Colmena  shall  furnish  all  relevant  information  required  by
          BellSouth for the provision of the Enhanced Optional Daily Usage File.

3.       The Enhanced  Optional Daily Usage File (EODUF) will provide usage data
         for  local  calls  originating  from  resold  Flat  Rate  Business  and
         Residential Lines.

4.       Charges for delivery of \the  Enhanced  Optional  Daily Usage File will
         appear on  Colmenas'  monthly  bills.  The  charges are as set forth in
         Exhibit A to this Attachment.

5.

         All  messages will be in the standard  Alliance for  Telecommunications
         Industry Solutions (ATIS) EMI record format.

6.       Messages  that  error in the  billing  system  of  Colmena  will be the
         responsibility  of  Colmena.  If,  however,  Colmena  should  encounter
         significant  volumes of errored  messages  that prevent  processing  by
         Colmena  within  its  systems,  BellSouth  will  work with  Colmena  to
         determine the source of the errors and appropriate resolution.

                                      Page 391
<PAGE>



7.    The following specifications shall apply to the Optional daily Usage Feed.

        7.1      Usage To Be Transmitted

        7.1.1  The following  messages recorded by BellSouth will be transmitted
          to Colmena:

          Customer  usage  data for  flat  rated  local  call  originating  from
          Colmena's end user lines (1FB or 1FR).  The EODUF record for flat rate
          messages will include: Date of Call From Number To Number Connect Time
          Conversation Time Method of Recording From RAO Rate Class Message Type
          Billing Indicators Bill to Number



        7.1.2  BellSouth will perform  duplicate  record checks on EODUF records
          processed  to  Optional  Daily  Usage  File.  Any  duplicate  messages
          detected will be deleted and not sent to Colmena.

        7.1.3  In the  event  that  Colmena  detects  a  duplicate  on  Enhanced
          Optional  Daily Usage File they receive from  BellSouth,  Colmena will
          drop the duplicate  message  (Colmena will not return the duplicate to
          BellSouth).

        7.2      Physical File Characteristics

        7.2.1  The Enhanced  Optional  Daily Usage Feed will be  distributed  to
          Colmena over their existing Optional Daily Usage File (ODUF) feed. The
          EODUF messages will be  intermingled  among  Colmena's  Optional Daily
          Usage File (ODUF) messages.  The EODUF will be a variable block format
          (2476)  withan  LRECL of  2472.  The  data on the  EODUF  will be in a
          non-compacted  EMI format (175 byte format plus  modules).  It will be
          created on a daily basis (Monday through Friday except holidays).

                                      Page 392
<PAGE>



        7.2.2  Data circuits  (private line or dial-up) may be required  between
          BellSouth  and Colmena for the purpose of data  transmission.  Where a
          dedicated line is required,  Colmena will be responsible  for ordering
          the  circuit,   overseeing  its   installation  and  coordinating  the
          installation with BellSouth.  Colmena will also be responsible for any
          charges associated with this line. Equipment required on the BellSouth
          end to  attach  the line to the  mainframe  computer  and to  transmit
          successfully ongoing will be negotiated on a case by case basis. Where
          a dial-up facility is required, dial circuits will be installed in the
          BellSouth data center by BellSouth and the associated charges assessed
          to Colmena. Additionally, all message toll charges associated with the
          use of the dial  circuit  by  colmena  will be the  responsibility  of
          Colmena. Associated equipment on the BelLSouth end, including a modem,
          will be negotiated  on a case by case basis  between the parties.  All
          equipment,   including  modems  and  software,  that  is  required  on
          Colmena's  end  for  the  purpose  of  data  transmission  will be the
          responsibility of Colmena.

        7.3  Packing specifications

        7.3.1  A pack will contain a minimum of one message  record or a maximum
          of 99,999 message records plus a pack header record and a pack trailer
          record.  One  transmission  can  contain a  maximum  of 99 packs and a
          minimum of one pack.

        7.3.2  The  Operating  Company  Number  (OCN),  From Revenue  Accounting
          Office (RAO), and Invoice Number will control the invoice  sequencing.
          The From RAO will be used to identify to Colmena  which  BellSouth RAO
          that is  sending  the  message.  BellSouth  and  Colmena  will use the
          invoice  sequencing  to  control  data  exchange.  BellSouth  will  be
          notified of sequence failure identified by Colmena and resend the data
          as appropriate.

          THE DATA WILL BE PACKED USING ATIS EMI RECORDS.

                                  Attachment 1 - Page 393
<PAGE>


                  CALLING NAME DELIVERY (CNAM) DATABASE SERVICES

1.       DEFINITIONS

         For the  purpose  of this  Attachment,  the  following  terms  shall be
defined as:

         CALLING NAME DELIVERY DATABASE SERVICE (CNAM) - The ability

         to  associate a name with the calling  party  number,  allowing the end
         user  subscriber  (to  which a call is  being  terminated)  to view the
         calling  party's  name before the call is  answered.  This service also
         provides Colmena the opportunity to load and store its subscriber names
         in the BellSouth CNAM SCPs.

         CALLING  PARTY NUMBER  (CPN) - Thenumber  of the calling  party that is
         delivered to the  terminating  switch using  common  channel  sugnaling
         system  7  (CCS7)  technology,  and that is  contained  in the  Initial
         Address Message (IAM) portion of the CCS7 call steup.

         COMMON CHANNEL SIGNALING SYSTEM 7 (CCS&) - A network
         signaling technology in which all signaling  information between two of
         more nodes is transmitted over high-speed data links,  rather than over
         voice circuits.

         SERVICE  CONTROL  POINTs (SCPs) - The real-time  data base systems that
         contain the names to be provided in response to queries  received  form
         CNAM SSPs.

         SERVICE MANAGEMENT SYSTEM (SMS) - The main operations support system of
         CNAM DATABASE  SERVICE.  CNAM records are loaded into the SMS, which in
         turn downloads into the CNAM SCP.

         SERVICE SWITCHING POINTs (SSPs) - Features of computerized  switches in
         the  telephone  network  that  determine  that a  terminating  line has
         subscriber  to CNAM  service,  and then  communicate  with CNAM SCPs in
         order to provide the name associated with the calling party number.

         SUBSYSTEM  NUMBER (SSN) - The address used in the Signaling  Connection
         Control  Part  (SCCP)  layer  of  the  SS7  protocol  to  designate  an
         application at an end signaling point. A SSN for CNAM at the end office
         designates the CNAM application  within the end office.  BellSouth uses
         the CNAM SSN of 232.

2.       ATTACHMENT

        2.1    This Attachment contains the terms and conditions where BellSouth
          will provide to Colmena  access to the BellSouth CNAM SCP for query or
          record storage purposes. Colmena shall submit to BellSouth a notice of
          its intent to access and  utilize  BellSouth  CNAM  Database  Services
          pursuant to the terms and conditions of this  Attachment.  Said notice
          shall be in writing, no less than 60 days prior to Colmena's access to
          BellSouth's CNAM Database Services and shall be addressed to Colmena's
          Account Manager.

                               Attachment 1 - Page 394
                                    Exhibit G
<PAGE>



3.       PHYSICAL CONNECTION AND COMPENSATION

        3.1    BellSouth's  provision  of  CNAM  Database  Services  to  Colmena
          requires  interconnection  from  Colmena  to  BellSouth  CNAM  Service
          Control  Points  (SCPs).  Such  interconnections  shall be established
          pursuant to Attachment 3 of this Agreement. The appropriate charge for
          access to and use of the BellSouth  CNAM Database  service shall be as
          set forth in this Attachment.

        3.2    In order to  formulate  a CNAM query to be sent to the  BellSouth
          CNAM SCP, Colmena shall provide its own CNAM SSP.  Colmena's CNAM SSPs
          must be compliant  with  TR-NWT-001188,  "CLASS  Calling Name Delivery
          Generic Requirements."

        3.3    If Colmena  elects to access the  BellSouth  CNAM SCP via a third
          party CCS7  transport  provider,  the third party CCS7 provider  shall
          interconnect with the BellSouth CCS7 network according the BellSouth's
          Common  Channel  Signaling  Interconnection  Guidelines  and Telcordia
          (formerly  BellCore)'s CCS Network Interface  Specification  document,
          TR-TSV-000905.  In addition,  the third party provider shall establish
          CCS7  interconnection  at the BellSouth  Local Signal  Transfer Points
          (LSTPs) serving the BellSouth CNAM SCPs that Colmena desires to query.

        3.4    Out-Of-Region  Customers.  If the customer  queries the BellSouth
          CNAM SCP via a third party national SS7 transport provider,  the third
          party SS7 provider shall  interconnect with the BellSouth CCS7 network
          according to  BellSouth's  Common  Channel  Signaling  Interconnection
          Guidelines  and  Bellcore's   CCS  Network   Interface   Specification
          document, TR-TSV-000905. In additional, the third party provider shall
          establish SS7  interconnection at one or more of the BellSouth Gateway
          Signal  Transfer  Points (STPs).  The payment of all costs  associated
          with  the  transport  of  SS7  signals  via  a  third  party  will  be
          established by mutual  agreement of the parties and writing shall,  by
          this reference become an integral part of this Agreement

4.       CNAM RECORD INITIAL LOAD AND UPDATES

        4.1    The  mechanism to be used by Colmena for initial CNAM record load
          and/or  updates shall be determined by mutual  agreement.  The initial
          load and all updates  shall be  provided  by Colmena in the  BellSouth
          specified format and shall contain records for every working telephone
          number that can originate  phone calls.  It is the  responsibility  of
          Colmena to provide  accurate  information  to  BellSouth  on a current
          basis.

        4.2    Updates to the SMS shall occur no less than once a week,  reflect
          service order activity  affecting either name or telephone number, and
          involve only record additions, deletions or changes.

        4.3    Colmena CNAM records  provided for storage in the BellSouth  CNAM
          SCP shall be  available,  on a SCP query  basis  only,  to all parties
          querying  the  BellSouth  CNAM SCP.  Further,  CNAM  service  shall be
          provided  by  each  party   consistent   with  state  and/or   federal
          regulation.




                                      Page 395
<PAGE>

<TABLE>                                       ATTACHMENT TO BELL SOUTH AGREEMENT

<S>                           <C>   <C>     <C>        <C>         <C>         <C>        <C>         <C>        <C>       <C>
DESCRIPTION                   USOC  AL      FL         GA           KY          LA         MS         NC         SC        TN


ODUF/EODUF/CMDS

ODUF: Recording,
per message                  N/A  $0.0002    $0.008     $0.008     $0.0008611 $0.00019   $0.0001179 $0.008     $0.0002862 $0.008

ODUF: Message Processing,
per message
                             N/A  $0.0033    $0.004     $0.004     $0.0032357 $0.0024    $0.0032089 $0.004     $0.0032344 $0.004
EODUF:  Message Processing,
per message                  N/A  $0.004     $0.004     $0.004     $0.004     $0.004     $0.004     $0.004     $0.004     $0.004

CMDS: Message Processing,
per message                  N/A  $0.004     $0.004     $0.004     $0.004     $0.004     $0.004     $0.004     $0.004     $0.004

ODUF: Message Processing,
per magnetic tape
provisioned                  N/A  $55.19     $54.95     $54.95     $55.68     $47.30     $54.62     $54.95     $54.72     $54.95

EODUF:   Message Processing,
per magnetic tape
provisioned                  N/A  $47.30     $47.30     $47.30     $47.30     $47.30     $47.30     $47.30     $47.30     $47.30

ODUF: Data Transmission
(CONNECT: DIRECT per message N/A  $0.00004   $0.001     $0.001     $0.0000365 $0.00003   $0.0000354 $0.001     $0.0000357 $0.001

EODUF:  Data Transmission
(CONNECT: DIRECT
per message                  N/A) $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364

CMDS:  Data Transmission
(CONNECT: DIRECT
per message                  N/A  $0.001     $0.001     $0.001      $0.001    $0.001     $0.001     $0.001     $0.001    $0.001

CALLING NAME (CNAM)
QUERY SERVICE

CNAM: (Data base owner)
per query                    N/A  $0.016     $0.016     $0.016      $0.016    $0.016     $0.016     $0.016     $0.016    $0.016

CNAM: (Non data base owner)
per query *                  N/A  $0.01      $0.01      $0.01       $0.01     $0.01      $0.01      $0.01      $0.01     $0.01

NRC Applied when Colmena
uses the character Based
User Interface (CHUI)        N/A  $595.00    $595.00    $595.00     $595.00   $595.00    $595.00    $595.00    $595.00   $595.00
Method to transmit
the names to BellSouth
CNAM data base.

* Volume and Term Agreements are also available

Notes:  If no rate is  identified  in the  contract,  the rate for the  specific
service or function  will be as set forth in applicable  BellSouth  tariff or as
negotiated by the parties upon request by other party.

</TABLE>

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