Exhibit 10.25

                              SETTLEMENT AGREEMENT

         This "Settlement Agreement" is executed on May 15, 2000, by and between
the UNITED STATES OF AMERICA,  Department  of Energy,  acting by and through the
BONNEVILLE  POWER  ADMINISTRATION  ("Bonneville)  and ELECTRIC  LIGHTWAVE,  INC.
("ELI"),  a corporation  organized  and existing  under the laws of the State of
Delaware.  Both  Bonneville  and ELI may be referred to herein  individually  as
"Party" and collectively as "Parties".

                                    RECITALS

         WHEREAS,   the  Parties   heretofore   entered  into  separate  License
agreements  regarding ELI's use of fiber-optic  cable installed by Bonneville on
its power  transmission  system,  three (3) of which remain in effect (Agreement
Numbers  97TX-10072,  97TX-10080  and  98TX-10143,  collectively,  the "Existing
Agreements").

         WHEREAS,  various  disputes have arisen between the Parties  concerning
their  rights,  obligations  and  performance  under the  terms of the  Existing
Agreements, which disputes have led to litigation, now on appeal before the U.S.
Court of Appeals for the Ninth Circuit,  Electric Lightwave,  Inc. v. Bonneville
Power  Administration,   Case  No.  99-35593;  and  three  separate  arbitration
proceedings,  including  any  counterclaims,  now pending  through the  American
Arbitration  Association  (Case Nos. 23 19800010 99, 23 198 00085 99, and 23 198
00011 00).

         WHEREAS, both Parties desire to resolve their disputes by reforming and
replacing each of the Existing Agreements with a single new License Agreement.

         WHEREAS, each Party desires to release the other Party from present and
future  claims,  counterclaims  and causes of action  arising under the Existing
Agreements,  except as to the provisions expressly preserved by section 2 below,
upon payment of the liquidated  amounts specified herein,  and to seek dismissal
with  prejudice of all litigation and  arbitration  proceedings  relating to the
Existing Agreements.

         NOW THEREFORE, the Parties mutually covenant and agree as follows:

1)   Each Party  acknowledges  the  contemporaneous  execution of a new "license
     Agreement" which becomes  effective upon execution  (referenced  therein as
     the  "Effective  Date"),  and which  comprehensively  specifies all prices,
     terms and conditions pursuant to which Bonneville has granted a twenty-year
     (20)License  providing ELI with the right to access and the exclusive right
     to  use,  resell,  sublicense  and or  exchange  the  full  electromagnetic
     capacity of certain  designated  Bonneville  optical fibers.  A copy of the
     executed License Agreement is attached hereto as Exhibit A.

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2)   Each of the Existing  Agreements is hereby terminated with no further force
     or effect on either Party, excepting only:

     a)   the indemnification provisions thereof, which shall survive and remain
          in effect until satisfied or until applicable  statutes of limitations
          expires,  but only concerning  reimbursement of any third-party claims
          regarding  actions,  taken or omitted by either  Party with respect to
          any Existing Agreement prior to the Effective Date,

     b)   the insurance provisions  thereof,  which shall  survive and remain in
          effect until all applicable  claims are recovered or until  applicable
          statutes of limitations  expire, but only concerning  reimbursement of
          any third-party claims regarding actions, taken or omitted by ELI with
          respect to any Existing Agreement prior to the Effective Date, and

     c)   the confidentiality  provisions  thereof,  regarding which the Parties
          hereby   restate  and   reaffirm   their   intention  to  protect  the
          confidentiality of each Existing Agreement,  which contain proprietary
          ELI business information and all proprietary or otherwise confidential
          information exchanged between them in performance thereof.

3)   Except as  specifically  reserved  pursuant to section 2 above,  each Party
     hereby  irrevocably  releases,  and  covenants  not to sue, the other Party
     regarding any and all past, present and future claims,  counterclaims,  and
     other  causes of action,  arising  from or relating to any of the  Existing
     Agreements,   including   but  not   limited  to  demands  for  payment  or
     performance, regardless of whether such claims, counterclaims, or causes of
     action have been previously  made,  identified,  or quantified.  Bonneville
     hereby acknowledges receipt from ELI of the following amounts:

     a)   Exactly  $1,100,000.00 which is the liquidated sum of all amounts that
          are,  have been,  or may ever be, due and payable by ELI to Bonneville
          under any and all of the Existing Agreements through and including May
          15,  2000,  the  date on  which  each of the  Existing  Agreements  is
          terminated  pursuant  to  section  2 above,  except  as  preserved  by
          sections 2(a) and 2(b) thereof, and

     b)   Exactly [*], which satisfies all ELI  obligations  under section 10 of
          Contract No.  98TX-10143  regarding  the  purchase,  installation  and
          testing of certain "BPA Terminal  Equipment",  which equipment is part
          of "Bonneville Facilities",  as defined in section 1(b) of the License
          Agreement.

4)   Bonneville  hereby  acknowledges  the  contemporaneous   execution  of  the
     Guaranty between Bonneville and ELI's corporate parent,  Citizens Utilities
     Company  ("Citizens"),  which,  as  stated  with  greater  detail  therein,
     provides  for  Citizens'   guarantee  of  ELI's  License  fees  and  Annual
     Maintenance  Payments,  specified in sections  8(a) and 8(b) of the License
     Agreement,  and Liquidated Damages payment specified in section 16(b)(4) of
     the License  Agreement,  throughout  the term of the License  Agreement but
     subject to an  aggregate  limit of  $20,000,000.00.  A copy of the executed
     Guaranty is attached hereto as Exhibit B.

* Confidential material has been omitted  pursuant to a request for confidential
treatment.  Such material has been filed  separately  with  the  Securities  and
Exchange Commission.

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5)   ELI shall move to dismiss,  with  prejudice  and without  award of costs or
     attorney  fees to either Party,  all existing  litigation  and  arbitration
     actions between ELI and Bonneville. Each Party hereby acknowledges that the
     relevant pleadings have been signed by their respective counsel.  ELI shall
     file such  pleadings on or before May 17, 2000,  with  date-stamped  copies
     thereof to be  furnished  to  Bonneville  within four (4) days  thereafter.
     Nothing contained in this Settlement  Agreement is intended by either Party
     to  constitute  an  admission  of  liability  or  acknowledgement  of fact,
     allegation, or claim that has been or could have been made.

6)   The  Parties  shall  treat  this  Settlement   Agreement  and  the  License
     Agreement,  Exhibit A,  particularly  the pricing  provisions  thereof,  as
     confidential  and proprietary  and shall take  reasonable  steps to protect
     them against unauthorized use or disclosure. If a request is received under
     the Freedom of Information  Act, 5 U.S.C.  552,  Bonneville  shall promptly
     notify ELI of such  request to accord ELI  reasonable  time within which to
     seek to enjoin any administratively  determined  disclosure.  Neither Party
     shall make initial public announcement of this Settlement Agreement without
     the prior review by the other  Party,  unless such public  announcement  is
     necessary to comply with applicable law.

7)   Each Party  represents  and warrants  that the  individual  executing  this
     Settlement  Agreement on its behalf is unconditionally  authorized to do so
     with full authority to bind such party to each and every  provision of this
     Settlement Agreement.

     IN WITNESS WHEREOF,  the Parties have executed this Settlement Agreement in
two counterparts.

ELECTRIC LIGHTWAVE, INC.                 UNITED STATES OF AMERICA
                                         Department of Energy
                                         Bonneville Power Administration

By:      /s/ Rudy J. Graf                By:      /s/ Robert C. Lahmann
Name:    Rudy J. Graf                    Name:    Robert C. Lahmann
Title:   Chief Executive Officer         Title:   Transmission Account Executive
Date:    5/15/00                         Date:    5/15/00

Exhibits:
         Exhibit A:        License Agreement
         Exhibit B:        Guaranty Agreement


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