EXHIBIT 10.21.1


Qwest Communications Corporation
Confidential & Proprietary
             FIRST AMENDMENT TO THE PRIVATE LINE SERVICES AGREEMENT

This  First   Amendment  to  the  Private  Line   Services   Agreement   No.  PL
0000337-9806-01-01  (the "First  Amendment") is made and entered into as of this
29th day of June, 1999 (the "First Amendment's  Effective Date"), by and between
Qwest Communications Corporation ("Qwest") and Electric Lightwave, Inc. ("ELI").

WHEREAS, Qwest and ELI previously entered into a Private Line Services Agreement
No. PL 0000337-9806-01-01 (the "Agreement");

WHEREAS, Qwest and ELI now wish to amend the Agreement to revise certain pricing
and other terms and conditions  described therein,  including but not limited to
termination of certain leased  circuits  currently being  provisioned  under the
Agreement in consideration of ELI's purchase of certain IRU rights from Qwest in
those circuits, all as more particularly set forth below; and

WHEREAS,  this First  Amendment  is also  intended to resolve  certain bona fide
disputes existing between the Parties under the Agreement;

NOW  THEREFORE,  in  consideration  of the foregoing and other good and valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Qwest and ELI agree as follows:

     1. For all new  Service  Orders  provisioned  after the  First  Amendment's
        Effective Date and any existing Service Orders installed currently,  the
        following  Base IXC Rates  described in Table 1 shall be  applicable  in
        determining   ELI's  applicable   Monthly  Recurring  Charges  for  said
        Facilities.  The Table 1 Rates are in lieu of the rates and  charges set
        forth in  Section  3(a)-(c)  of  Exhibit A to the  Agreement.  All other
        charges authorized by the Agreement,  including but not limited to those
        charges set forth in Section 3.1 (d) ("Other  Charges"),  shall continue
        to apply. Any failure on the part of Qwest to invoice these revised Base
        IXC Rates as of the First  Amendment's  Effective Date shall be remedied
        by a lump sum credit amount on ELI's subsequent invoices.

                   Table 1 Base IXC Rates (Per DS-0 V&H Mile)

                                   DS-1  $*
                                   DS-3  $*
                                   OC-3  $*
                                   OC-12 $*


* Material has been omitted pursuant to a request for confidential treatment.
<PAGE>

     2. Notwithstanding  Section 1 above  and in  consideration  of the  release
        provided for in Section 7 below,  Customer  shall be eligible to receive
        certain  promotional  pricing  as set  forth  in  Table 2 below  for new
        Facilities ordered after the First Amendment's  Effective Date only. The
        Table 2 Promotional  Base IXC Rates are in lieu of the rates and charges
        set forth in Sections 3(a)-(c) of Exhibit A to the Agreement and Section
        1 of this First Amendment.  The Table 2 Promotional Base IXC Rates shall
        be in effect for a period not to exceed six (6) months from the Start of
        Service Date applicable to each such new Facility.  As of the expiration
        of this six (6) month period,  the monthly recurring rates applicable to
        each such new  Facility  shall revert to the Base IXC Rates set forth in
        Table 1 above.  In order to  receive  the Table 2  Promotional  Base IXC
        Rates,  Customer  agrees to a Facility  Minimum  Service Term of no less
        than eighteen (18) months from the applicable  Start of Service Date for
        each such new Facility installed by Qwest pursuant to the Agreement.

             Table                 2  Promotional  Base IXC Rates  (Per DS-0 V&H
                                   Mile)
                                   DS-3 $*
                                   OC-3  $*
                                   OC-12 $*


        In addition, upon ELI's notice to Qwest given no later than December 15,
        1999,  ELI shall be eligible to receive a one-time  credit  equal to one
        (1) months'  monthly  recurring  charges  associated  with  private line
        services  invoiced  under the  Agreement,  exclusive  of all  applicable
        taxes, surcharges,  and interconnection fees (access).  Pursuant to this
        paragraph,  ELI shall be  entitled  to select the month for the basis of
        this credit, provided, however, that the applicable months from which it
        may choose its one free month must be limited to those months  remaining
        in calendar year 1999 following the First Amendment's Effective Date.

     3. For the six (6) month period following the First  Amendment's  Effective
        Date,  the parties  hereby  agree that Qwest's  obligations  relating to
        installation  intervals for new Facilities,  and all associated Customer
        remedies relating to same,  including without  limitation,  the specific
        obligations set forth in Section 8.1(B) of the Agreement, Section 1.2 of
        Exhibit  A to  the  Agreement,  and  Schedule  A-2 of  Exhibit  A to the
        Agreement (the "Interim  Provisioning  Period") shall not apply.  During
        the Interim  Provisioning Period and upon acceptance of a Service Order,
        Qwest shall  notify ELI of its target date for the delivery of each such
        new  Facility  (the  "Estimated   Availability   Date").  Any  Estimated
        Availability Date given by Qwest to ELI shall be subject to Qwest's then
        current  standard  intervals.  Qwest  shall use  reasonable  efforts  to
        install each such new Facility on or before the  Estimated  Availability
        Date. During the Interim Provisioning Period, however, Qwest's inability
        to deliver a new Facility by the Estimated  Availability  Date shall not
        be  deemed   Default   under  the   Agreement.   Following  the  Interim
        Provisioning Period, the parties hereby agree that the suspension of the
        provisioning  obligations  set forth in Section 8.1(B) of the Agreement,
        Section 1.2 of Exhibit A to the Agreement, and Schedule A-2 of Exhibit A
        to the Agreement shall cease and thereafter be in full force and effect;
        provided,  however, that any remedy associated with same shall not apply
        to Facilities installed as of the expiration of the Interim Provisioning
        Period.

* Material has been omitted pursuant to a request for confidential treatment.
<PAGE>

     4. During the Interim  Provisioning  Period,  the parties hereby agree that
        ELI's obligations relating to minimum revenue requirements  reflected in
        Table A-1 of Exhibit A to the Agreement  shall be  suspended.  Following
        the  Interim  Provisioning  Period,  the parties  hereby  agree that the
        suspension of ELI's  obligations  set forth in Table A-1 of Exhibit A to
        the  Agreement  (as  amended  by  Section  9  herein)  shall  cease  and
        thereafter be in full force and effect.

     5. Section 4.6 of Exhibit A to the Agreement and all references thereto, if
        any,  are hereby  deleted  in their  entirety.  Other than the  one-time
        pricing revisions set forth in Sections 1 and 2 above, Qwest is under no
        further  obligation  to revise in the future the rates and other charges
        applicable  to the  Facilities  installed  hereunder in the absence of a
        mutually agreed upon written  amendment to the Agreement  modifying said
        rates and other charges.

     6. Following  the  First  Amendment's  Effective  Date,  in the  event  ELI
        receives a Competitive  Offer from an Alternative  Carrier that contains
        an Aggregate Price below the Facility rates and other charges  described
        herein  applicable to a new Facility  requested by ELI  hereunder,  then
        Qwest may elect,  within its  discretion,  to: (i) match the Competitive
        Offer; (ii) provision the requested Facility at an alternative  mutually
        agreeable  price;  or (iii) declines to accept ELI's  requested  Service
        Order. If Qwest declines to accept the requested  Service Order pursuant
        to this Section 6(iii) above,  then ELI shall be entitled to a reduction
        of  its  applicable  Quarterly  Revenue  Commitment  and  total  Revenue
        Commitment in the event ELI purchases said  requested  Facility from the
        Alternative  Carrier.  The applicable Quarterly Revenue Commitment shall
        be reduced by the monthly  Aggregate  Price for said  Facility,  and the
        applicable  total Revenue  Commitment shall be reduced by the product of
        the monthly  Aggregate  Price  multiplied by the number of months in the
        minimum service term for the requested  Facility,  all conditioned  upon
        ELI providing Qwest with valid invoices  reflecting the ordering of said
        services from the Alternative Carrier.

        In order for ELI to exercise  its rights  under this Section 6, ELI must
        provide  Qwest with a written  copy of the  original  Competitive  Offer
        within sixty (60) days of its receipt by ELI (or, in the case where such
        an offer is subject to confidentiality,  a sworn officer's  certificate,
        in a form reasonably  satisfactory to Qwest, certifying the terms of the
        Competitive  Offer). As used in this Section 6,  "Competitive  Offer" is
        defined as a binding  offer that:  (i) is from a licensed  interexchange
        carrier ("Alternative Carrier"); (ii) contains an "Aggregate Price" that
        is at least five  percent  (5%) lower than the total price that would be
        charged  by Qwest to  provision  the  Facility  under  the  terms of the
        Agreement;  (iii)  provides  for a  Facility  of the type that  would be
        provisioned by Qwest  hereunder;  and (iv) contains terms and conditions
        that do not materially differ from those of this Agreement,  except that
        with respect to a minimum monthly recurring charge requirement and term,
        such terms and conditions  must be identical to those of this Agreement.
        As used  herein,  "Aggregate  Price" shall be defined as the total price
        (including  pass-through  access/egress  (or related) charges imposed by
        third  parties   (such  as  LECs),   any  monthly   recurring   charges,
        non-recurring  charges,   taxes,   surcharges  and  any  and  all  other
        applicable  charges)  that  would be  charged  to ELI by an  Alternative
        Carrier for the requested Facility.

<PAGE>

     7. *

     8. Upon  the  First   Amendment's   Effective   Date,   Qwest  shall  cease
        provisioning   the  following   currently   installed  OC-3   Facilities
        (hereinafter the "Terminated Leased Facilities"). Upon said termination,
        ELI shall be without  further  obligation  for  payment of all Rates and
        Charges  applicable  to  the  Terminated  Leased  Facilities;  provided,
        however,  that ELI  shall  be  responsible  for all  Rates  and  Charges
        applicable to the Terminated  Leased  Facilities that have accrued prior
        to the First Amendment's Effective Date:

                   Chicago to Washington DC  ID# EIP000005NDN
                   Chicago to Salt Lake City ID# EIP000003NDN

     9. Upon the First Amendment's  Effective Date, ELI's Revenue Commitment and
        Quarterly Revenue Commitment,  as reflected in Table A-1 of Exhibit A to
        the Agreement, shall be revised downward as follows:

                             Take-or-Pay Commitment
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
Effective Date                 Quarterly         Number of
                               Commitment        Quarters         Total
--------------------------------------------------------------------------------
<S>                            <C>                  <C>         <C>
07/01/99 to 12/31/07           2,647,058.82         34          $90,000,000.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                Total Revenue Commitment                        $90,000,000.00
--------------------------------------------------------------------------------
</TABLE>

     10.As a condition  precedent  to the  reduction  of the  Quarterly  Revenue
        Commitment and the Revenue Commitment described in this First Amendment,
        ELI agrees to execute a separate Qwest IRU agreement ("IRU  Agreement"),
        which  shall  provide  for ELI's  purchase  of an IRU from  Qwest in the
        Terminated  Leased  Facilities.  The parties hereby agree that the terms
        and conditions of this Agreement shall no longer apply to the Terminated
        Leased  Facilities  as of the  First  Amendment's  Effective  Date,  and
        further, the terms and conditions of the IRU Agreement only shall govern
        with respect to Qwest's provisioning of the Terminated Leased Facilities
        thereafter.  The applicable  IRU fee associated  with said IRU Agreement
        shall not  contribute  to either the  Quarterly  Commitment or the total
        Revenue Commitment provided for in the Agreement.

     11.This First  Amendment may be executed in  counterparts  and by different
        parties hereto in separate counterparts, each of which, when so executed
        and delivered,  shall be deemed to be an original and all of which, when
        taken together, shall constitute one and the same instrument.

     12.Capitalized  terms used but not otherwise  defined herein shall have the
        meanings ascribed to them in the Agreement.  Further,  each reference in
        the Agreement to  "Agreement",  "hereof",  "hereunder"  or words of like
        import,  and all references to the Agreement in any and all  agreements,
        instruments,  documents, notes, certificates and other writings of every
        kind and nature,  shall be deemed to mean the  Agreement as modified and
        amended by this First Amendment.

     13.The Agreement, as expressly amended by this First Amendment, constitutes
        the entire agreement of the parties hereto.  All terms and conditions of
        the Agreement not expressly amended or modified herein shall continue to
        be in full force and effect and are hereby  confirmed and  ratified.  In
        the event the terms of this First  Amendment  conflict with the terms of
        the Agreement, the terms of this First Amendment shall control.

* Material has been omitted pursuant to a request for confidential treatment.
<PAGE>



         IN WITNESS  WHEREOF the parties hereto have caused this First Amendment
to be duly executed as of the date first written above.


QWEST COMMUNICATIONS CORPORATION



By: /s/ Greg Casey

Name: Greg Casey

Title: Sr. V.P. - Wholesale Markets


ELECTRIC LIGHTWAVE, Inc.


By:  /s/ David B. Sharkey

Name:  David B. Sharkey

Title:  President and C.O.O.