Exhibit 10.23
                                  -------------

SWAP IRU - Salt Lake City           ELI/IXC Proprietary                Rev.02/99
















                                    IRU FIBER

                        CONSTRUCTION AND LEASE AGREEMENT

                                     between


                        IXC COMMUNICATIONS SERVICES, INC.

                                       and


                            ELECTRIC LIGHTWAVE, INC.



















SWAP IRU  - Salt Lake City          ELI/IXC PROPRIETARY                 Rev.2/99
<PAGE>




                                TABLE OF CONTENTS

   1.   Introduction and Defined Terms.........................................2
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   2.   Term...................................................................4
        ----
   3.   Dark Fiber Construction................................................4
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   4.   Permits, Physical Plant and Required Rights............................6
        -------------------------------------------
   5.   Taxes and Franchise, Lease and Permit Fees.............................6
        ------------------------------------------
   6.   Testing and Acceptance of the IRU Fibers...............................7
        ----------------------------------------
   7.   Completion of the Cable Systems........................................8
        -------------------------------
   8.   Consideration and Delivery of  Fibers..................................8
        -------------------------------------
   9.   Access to Cable System.................................................9
        ----------------------
   10.    Use of Cable System.................................................10
          -------------------
   11.    Operation, Maintenance and Repair of the Cable Systems..............10
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   12.    Relocation; Economic Useful Life....................................10
          --------------------------------
   13.    Representations and Warranties......................................11
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   14.    DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.....................12
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   15.    Indemnification.....................................................13
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   16.    Insurance...........................................................14
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   17.    Default.............................................................15
          -------
   18.    Force Majeure.......................................................16
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   19.    Dispute Resolution..................................................16
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   20.    Termination and Remedies............................................17
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   21.    Notice..............................................................17
          ------
   22.    Confidentiality and Proprietary Information.........................18
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   23.    Publicity and Advertising...........................................20
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   24.    Waiver..............................................................21
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   25.    Governing Law.......................................................21
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   26.    Rules of Construction...............................................21
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   27.    Assignment..........................................................22
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   28.    Relationship of the Parties.........................................23
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   29.    Unenforceable Provisions............................................23
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   30.    Entire Agreement; Amendment.........................................23
          ---------------------------
   31.    Counterparts........................................................23
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SWAP IRU  - Salt Lake City          ELI/IXC PROPRIETARY                 Rev.2/99
                                       i
<PAGE>

                  IRU FIBER CONSTRUCTION AND LEASE AGREEMENT


              THIS IRU FIBER CONSTRUCTION AND LEASE AGREEMENT (this
"Agreement")  is made as of the  28th  day of  February,  1999  (the  "Effective
Date"), by and between Electric Lightwave,  Inc., a Delaware corporation ("ELI")
and IXC Communications Services, Inc., a Delaware corporation ("IXC").

                                    RECITALS

                  WHEREAS,  ELI is constructing or has constructed a fiber optic
cable  system  along  a route  from  Seattle,  Washington  to  Portland,  Oregon
("Segment 1; Route A") and from Portland,  Oregon to San  Francisco,  California
("Segment  2; Route A") and from  Seattle,  Washington  to  Spokane,  Washington
("Segment  3,  Route A") all  comprising  approximately  *    miles set forth in
Exhibit A attached  hereto (the "ELI Cable System"  referred to  hereinafter  as
"Cable System" when referring to ELI as Lessor).

                  WHEREAS,  IXC is constructing or has constructed a fiber optic
cable  System  along a route from Salt Lake  City,  Utah,  to Denver,  Colorado,
("Segment 1, Route B") and from Denver,  Colorado to Dallas, Texas, ("Segment 2,
Route B") all  comprising  approximately  *     miles as set forth in  Exhibit B
attached  hereto  (the "IXC Cable  System"  referred  to  hereinafter  as "Cable
System" when referring to IXC as Lessor).

                  WHEREAS,  each Party is  referred to as the  "Lessor"  for its
Cable System and as the "Lessee" for the other Party's Cable System.

                  WHEREAS,  IXC and ELI  desire  to  lease to each  other  their
respective IRU Fibers, all upon the terms and conditions set forth below.

                  Accordingly, in consideration of the mutual promises set forth
below, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree as follows:



*  Confidential   information  has  been  omitted  pursuant  to  a  request  for
confidential  treatment.  Such  material  has  been  filed  separately  with the
Securities and Exchange Commission.
                                       1
<PAGE>

                      TERMS AND CONDITIONS OF THE AGREEMENT


1.       Introduction and Defined Terms

         1.1 This Agreement sets forth the terms, conditions,  and consideration
under which  Lessor  agrees to lease to Lessee a specified  number of dark fiber
optic fibers  ("Dark  Fiber") and to grant Lessee an  Indefeasible  Right of Use
(IRU) at the  locations  set  forth in  Exhibits  A and B, as  applicable.  With
respect to the leased  fibers,  this  Agreement  does not  prohibit  Lessee from
entering into leases, licenses or IRU agreements with other parties.

         1.2  IXC  has  advised  ELI,  and  ELI  acknowledges,  that  IXC  is in
negotiations  with a third  party  for a  portion  of Route B, and that IXC must
secure approval from its Board of Directors.  IXC's obligations  pursuant hereto
are, until March 31, 1999, contingent upon IXC securing said agreement with such
third party and said Board approval.  If IXC has not secured a signed  agreement
from said third party and said Board approval on or before March 31, 1999, then,
in that event,  this Agreement  shall  automatically  terminate  without further
obligation by either party hereto to the other. IXC shall provide written notice
to ELI upon execution of said third party agreement and Board approval,  or upon
its failure to secure said agreement or Board approval by March 31, 1999.

         1.3 The  following  terms  shall  have the stated  definitions  in this
Agreement.

                  (a)"Acceptance Date" has the meaning set forth in Section 6.3.

                  (b)"Affiliate"  or "affiliate"  means,  with respect to either
         Party, a corporation or other entity directly or indirectly  controlled
         by,  controlling  or under common  control  with such party.  "Control"
         means the power to direct the  management  and  policies  of the entity
         whether through the ownership of voting  securities,  by arrangement or
         otherwise.

                  (c)"Cable  System"  means the fiber optic cable and the fibers
         contained therein,  and associated splicing  connections,  splice boxes
         and vaults, and conduit to be installed by Lessor.

                  (d)"Completion Date"  has the meaning set forth in Section 6.

                  (e)"Dark Fiber" or "dark fiber" means  one or more fiber optic
         strands  subject to this  Agreement  through which an associated  light
         communication  transmission  must be  provided by the Lessee to furnish
         service to its customers.

                  (f)"Economic  Useful  Life"  is  the  period  of time from the
         Acceptance  Date to the date that the cable  (substantially  all of the
         fibers in the Cable System)  becomes  commercially  unusable  along the
         majority of a system route.
 
                                      2


<PAGE>

                  (g)"Effective  Date"  has the  meaning set forth in  the first
         paragraph of this Agreement.

                  (h) "Environmental, Safety and Health Laws" means any federal,
         state,  or local  statute,  regulation,  rule,  ordinance or applicable
         governmental order,  decree, or settlement  agreement,  or principle or
         requirement of common law,  regulating or protecting the environment or
         human health or safety,  including without limitation the Comprehensive
         Environmental  Response,  Compensation,  and  Liability  Act (42 U.S.C.
         ss.9601 et seq.), as amended,  the Resource  Conservation  and Recovery
         Act (42  U.S.C.  ss.6901 et seq.),  as  amended,  and the  Occupational
         Safety  and  Health Act (29 U.S.C.  ss.651 et seq.),  as  amended,  and
         regulations promulgated thereunder.

                  (i)"Fiber Acceptance Testing" is  a condition precedent to the
         Completion Date as set forth in Section 6.1.

                  (j)"Final Completion Date" means the Lessee's  Acceptance Date
         with respect to the last Segment to be completed on both Cable Routes A
         and B.

                  (k)"Hazardous  Discharge"   means  any release,  spill,  leak,
         pumping, emission, discharge,  injection,  leaching, pouring, disposing
         or dumping of a Hazardous Substance.

                  (l)"Hazardous  Substance"   means any pollutant or containment
         or any  hazardous or toxic  chemical,  waste,  material,  or substance,
         including without  limitation any defined as such under  Environmental,
         Health and Safety Laws,  and  including  without  limitation  asbestos,
         petroleum products and wastes, and polychlorinated biphenyls.

                  (m)"Indefeasible  Right  of Use" or "IRU" is an  exclusive and
         irrevocable  right to use the leased  fibers  provided,  however,  that
         granting of such IRU does not convey legal title to the fibers.

                  (n)"IRU Fibers"  means  SMF-28  Fibers  leased or granted by a
         Lessor to a  Lessee:  * fibers  on  Segment  1,  Route A; *   fibers on
         Segment  2,  Route A; *  fibers  on  Segment  3,  Route A; *  fibers on
         Segment 1, Route B; * fibers on Segment 2, Route B.

                  (o)"Lessee"  means   either ELI or IXC as respects the leased
         fiber on the other Party's Cable System.

                  (p)"Lessor"  means  either ELI or IXC as respects that Party's
         Cable System.

                  (q)"Minimum  Term" means the period from the Final  Completion
         Date of the Cable  Systems until the twentieth  (20th)  anniversary  of
         such date.

                  (r)"Planned    System   Work   Period"   or  "PSWP"   means  a
         pre-arranged period of time reserved for performing certain work on the
         Lessor's Cable System that may potentially  impact traffic.  Generally,


*  Confidential   information  has  been  omitted  pursuant  to  a  request  for
confidential  treatment.  Such  material  has  been  filed  separately  with the
Securities and Exchange Commission.
                                       3

<PAGE>

         this  will be  restricted  to  weekends,  avoiding  the  first and last
         weekend of each month and  high-traffic  weekends.  The PSWP is further
         outlined in Exhibit C of this Agreement.

                  (s)"POP" means point of presence.

                  (t)"Relocation    Costs"   means   actual  and  related  costs
         including,   without  limitation,   the  following:  (1)  labor  costs,
         including  wages and salaries,  and benefits and overhead  allocable to
         such labor costs.  Overhead allocation  percentage shall not exceed the
         lesser of (i) the percentage  Lessor allocates to its internal projects
         or  (ii)  thirty  percent  (30%);   and  (2)  other  direct  costs  and
         out-of-pocket  expenses  on  a  pass-through  basis  (e.g.,  equipment,
         materials, supplies, contract services, etc.).

                  (u)"Required  Rights"  means   all   right-of-way  agreements,
         including  without  limitation,   rights,   licenses,   authorizations,
         rights-of-way  and  other  agreements  necessary  for the use of poles,
         conduit, cable, wire or other physical plant facilities, as well as any
         other such rights,  licenses,  authorizations  (including any necessary
         state, tribal or federal authorizations such as environmental permits).

                  (v)"Right of  Way"  means  all  agreements  with  right of way
         owners,  property  owners,  utilities,  government  entities  or  other
         parties which the Lessor must reasonably  obtain in order to get access
         to and/or the authority to undertake  activities on the route where the
         Cable System is located.

2.       Term 

         Subject to the  provisions  of  Section  7, the term of this  Agreement
("Term")  shall  begin on the  Effective  Date and  shall  end on the  twentieth
anniversary of the Final Completion Date.

3.       Dark Fiber Construction

         3.1 Lessor  shall,  at  Lessor's  sole cost and  expense,  (i)  design,
engineer,  install and construct  its Cable System and (ii) install,  splice and
test the IRU Fibers.  Lessor warrants and represents  that its Cable System,  by
the Final  Completion Date shall have been designed,  engineered,  installed and
constructed (i) in compliance with any and all applicable building, construction
and safety codes for such construction and installation,  as well as any and all
other applicable governmental laws, codes, ordinances, statutes and regulations;
(ii) in accordance with each Parties' construction specifications;  and (iii) to
perform in accordance with the  manufacturers'  specifications set forth in, and
to  operate  in  accordance  with  Exhibit E  (Standard  Construction  and Fiber
Specifications).

         3.2  Both  Parties  acknowledge  that  some  or  all  of  said  design,
engineering,  installation,  construction, splicing and testing may have already
taken place.
 
                                      4
<PAGE>

         3.3 Lessor warrants and represents that by the Final  Completion  Date,
to the best of its  knowledge,  it will have  performed  all  necessary  actions
regarding  acquisition of land and easements and other  Required  Rights for its
Cable System, including, without limitation:

                  (a) Such limited  title  searches to ascertain the validity of
         title in present landowners along the route of the Cable System as such
         Party deems necessary.

                  (b) Acquired easements, IRUs, rights-of-way,  conduit or other
         leases,   fee  interests  and  other  rights  which  are  recorded  (as
         applicable and to the extent deemed  necessary by the obtaining  Party)
         in the office of the Recorder of Deeds of the appropriate  county or in
         such other offices as may be appropriate,  secured permits for highway,
         railroad  and  waterway  crossings as well as secured any and all other
         permits necessary and requisite to the construction of the Cable System
         and to  enable  the  Lessor  to  grant  the  IRU  contemplated  by this
         Agreement.  During the  construction,  the Lessee  and/or its designees
         shall have the right, but not the obligation, to inspect and/or observe
         all  right-of-way  installations,  splicing  and  testing  of the Cable
         System and the IRU Fibers and any other work  performed by personnel of
         the Lessor or any subcontractor of the Lessor and any documents related
         thereto.  Any  inspection  by the Lessee or its  designees  shall be in
         compliance with and subject to all Right of Way Agreements.

                  (c) To the best  knowledge of Lessor,  there is no  litigation
         pending or threatened  regarding any of the acquired  easements,  IRUs,
         rights  of way,  conduits  or  other  leases,  fee  interests  or other
         Required  Rights of such  Lessor  regarding  the  Cable  System of such
         Lessor.

         3.4 Each Party shall  afford the other the  opportunity  to perform all
due  diligence  which  it  deems  necessary   regarding  the  easements,   IRUs,
rights-of-way,  conduits or other leases, fee interests and other rights held by
the other Party which are necessary and  requisite to the  construction  of such
other  Party's  Cable System and shall  provide  copies of any such Right of Way
documents upon request.  Each Party  acknowledges and agrees that subject to the
obligations  set forth in Sections 4.1 and 4.2, it is taking its  respective IRU
and is receiving the interests in such IRU Fibers as set forth in this Agreement
only to the extent such interests are held by the conveying Party.

         3.5 Prior to  construction  of the Cable System,  Licensor will provide
Licensee  notice,  and permit  Licensee to participate  in its  pre-construction
meeting or the  equivalent  thereof.  Such meeting will occur at least  fourteen
(14) days prior to  commencement  of  construction  of the Cable System and will
include  Licensor's  contractors,  if  appropriate.  If, upon  execution  of the
Agreement,  construction  of the Cable  System has  commenced,  Licensor and its
contractors, if appropriate,  will meet with Licensee within thirty (30) days of
the Effective Date to discuss the construction.

                                       5
<PAGE>

         3.6 Within 90 days  after the  Acceptance  Date (as  defined in Section
6.3), the Lessor shall provide the Lessee with as-built drawings as set forth in
Exhibit E (Standard Construction and Fiber Specifications).

4.       Permits, Physical Plant and Required Rights

         4.1 Lessor will secure rights necessary for the installation and use of
the Cable  System  hereunder  ("Required  Rights").  Lessor  shall  maintain the
Required  Rights and will, at its cost,  exercise any renewal right  thereunder,
and use commercially  reasonable efforts to acquire extension,  additions and/or
replacements  as are necessary to cause the Required  Right to continue  through
the Minimum Term. Lessee shall have the right to review all documents related to
the Required Rights.

         4.2 In the event of the Lessor's  refusal or claimed  inability to take
the steps described in Section 4.1, such circumstances  shall be communicated to
the Lessee in writing.

5.       Taxes and Franchise, Lease and Permit Fees

         5.1 As used in this Section 5, "Tax" or "Taxes"  shall mean any and all
taxes, fees, franchise fees,  assessments,  charges,  levies,  together with any
penalties,  fines or interest thereon, imposed by any authority having the power
to  tax,  including  any  city,  county,   state  or  federal   governmental  or
quasi-governmental agency or taxing district.

         5.2 Any Tax consequence  arising from the transaction  described herein
shall be the  financial  responsibility  of the Party upon  which such  incident
falls. The Parties agree to file their respective Tax returns on such basis and,
except as  otherwise  required by law,  not to take any  positions  inconsistent
therewith.

         5.3 On and after the effective  date of the grant of the IRU in the IRU
Fibers,  Lessee shall be responsible for any and all sales,  use, income,  gross
receipts  or other Tax  assessed  on the basis of  revenues  received  by Lessee
pursuant to its use of the IRU Fibers.

         5.4  Lessee  shall  be  solely  responsible  for any  real or  personal
property  Taxes  arising from the use of the IRU Fibers.  Lessor shall be solely
responsible for Right of Way payments on its Cable System.

         5.5  Notwithstanding  any provision to the contrary  contained  herein,
both  Parties  shall have the right to protest by  appropriate  proceedings  the
imposition  and/or  amount of any  taxes or  franchise,  lease or  permit  fees,
interest or penalties imposed or assessed against either Party due to its use of
the Cable  System  and/or  based on the  physical  location of the Cable  System
and/or  the  construction  thereof  ("Additional  Taxes").  In such  event,  the

                                       6
<PAGE>

protesting  Party shall protect,  indemnify,  hold harmless and defend the other
Party for any costs and expenses,  including  reasonable  attorney's fees, which
are incurred by the other Party in connection with the payment of the Additional
Taxes to cure any deficiency asserted by any taxing authority. Without the prior
consent of the Lessee, Lessor shall not enter into any agreement relating to any
easement, right-of-way, or similar right for its Cable System which provides for
payment by Lessee with respect to the IRU Fiber.

         5.6 To the extent a Party  possesses  rights that would  exempt it from
any  taxation,  the Parties  shall  cooperate  in good faith so as to allow such
Party the  opportunity to benefit from any such  exemption  from Taxes.  Nothing
herein is  intended  to serve as  evidence  that any Taxes are due or arise as a
matter of course from this transaction.

6.       Testing and Acceptance of the IRU Fibers

         6.1.  Except as  provided  below,  Lessor  shall test the IRU Fibers in
accordance  with  the  procedures  specified  in  Exhibit  D (the  "Fiber  Cable
Splicing,  Testing and Acceptance Procedures") to verify that the IRU Fibers are
installed  and  operating in  accordance  with the  specifications  in Exhibit D
(Fiber Acceptance  Testing) and Exhibit E. Lessor shall provide Lessee with five
(5)  business  days  written  notice  prior to the first day of testing.  Within
fourteen (14) days of the conclusion of the Fiber Acceptance  Testing of the IRU
Fibers, Lessor shall provide Lessee with a copy of the test results.

         6.2. In the event the Fiber  Acceptance  Testing  results show that the
IRU  Fibers  are  not  installed  or  operating  within  the  parameters  of the
applicable  specifications,  the  Lessor  shall,  within  fourteen  (14) days of
completion of said non-conforming tests, take such action as shall be reasonably
necessary to bring the installation  and operating  standards of such portion of
the IRU Fibers within such  parameters.  After taking such  actions,  the Lessor
shall  provide the Lessee with a copy of the new test  results  within  fourteen
(14) days of the conclusion of the Fiber Acceptance Testing. The cycle described
above of testing,  taking  corrective  action and re-testing shall take place as
many  times as  necessary  to ensure  that the IRU  Fibers  operate  within  the
parameters of the applicable specifications on the Final Completion Date.

         6.3. If the Fiber Acceptance  Testing results are within the parameters
of the specifications in Exhibit D, the Lessee shall,  within fourteen (14) days
of  receipt  of the test  results,  provide  the  Lessor  with a written  notice
accepting  the IRU Fibers.  If the Lessee fails to accept its IRU Fibers  within
fourteen (14) days of receipt of the Lessor 's Fiber Acceptance Testing results,
then the  Lessee  shall be  deemed to have  accepted  its IRU  Fibers  unless it
notifies the Lessor within  fourteen (14) days of receipt of the Lessor 's Fiber
Acceptance   Testing   results   that  such  results  do  not  comply  with  the
specifications  in Exhibit D. If the Lessee  utilizes  one or more IRU Fibers it
shall be deemed to have accepted all IRU Fiber  regardless of test results.  The
date of this notice or the date of deemed acceptance of the Lessee's IRU Fibers,
as the case may be,  shall  be the  Acceptance  Date  (also  referred  to as the
Completion  Date).  Notwithstanding  the  above,  the  Acceptance  Date shall be
postponed  until such time as collocation  space, as provided  herein,  shall be
made available to the Lessee.

         6.4 The  Parties  acknowledge  and  agree  that on and  after the Final
Completion  Date,  the  Lessee's  sole rights and  remedies  with respect to any
defect  in or  failure  of its IRU  Fibers to  perform  in  accordance  with the

                                       7
<PAGE>

applicable vendor's or manufacturer's  shall be limited to maintenance  services
as provided herein and the particular  vendor's or manufacturer's  warranty with
respect thereto,  which warranty,  to the extent permitted by the terms thereof,
shall be assigned to the Lessee.

7.       Completion of the Cable Systems

         The  Scheduled  Completion  Date for  completion  of all  construction,
installation  and Fiber  Acceptance  Testing of each Cable System shall be on or
before  June 30,  2000.  Lessor  shall use  commercially  reasonable  efforts to
complete  all  construction  and  testing  obligations  by such date,  and shall
provide  construction  progress  reports to Lessee on a quarterly  basis. In the
event  Lessor  fails to  complete  its Cable  System on or before  June 30, 2000
Lessor shall,  within 14 days, provide a plan to complete  construction by Sept.
30, 2000. In the event Lessor is unable to provide said plan by the due date, or
fails to complete  construction  by  September  30th,  2000,  then in that event
Lessee  may  complete  construction  of the Cable  System at  Lessor's  cost and
expense.

8.       Consideration and Delivery of  Fibers

         8.1 Beginning on the Acceptance Date for any segment  described  herein
and through the Final  Completion Date for the respective  segment,  the Lessee,
with  respect to any such  segment,  shall have the right to lease  *        (*)
fibers along such segment,  pursuant to the terms and  conditions  hereof,  at a
rate of * Dollars ($* )             per fiber per mile per month (Lease) due and
payable in advance on the first of each month. On the Final  Completion Date any
Lease in place between the Parties shall automatically terminate and be replaced
by the IRU as outlined in Section 8.3. A Lessee may exercise its Lease rights by
providing written notice to the Lessor with respect to the subject segment which
shall begin the later of the Acceptance Date or the date the notice is received.

         8.2 Beginning on the Acceptance Date of the IRU Fibers for Segment 1 in
Route A, and  through  the Final  Completion  Date for all  segments,  IXC shall
provide  to ELI  capacity  for  protected  OC-48  increments  with the option to
upgrade to a protected  OC-192  sufficient to  accommodate a working and protect
system, from Phoenix, Arizona to Dallas, Texas (Route C, described in Exhibit B)
at a rate of  $*       per DSO  mile,  up to an 0C-192  under a Master  Services
Agreement,  terminating  following  a  reasonable  time  period  from the  Final
Completion  Date for all segments  (but no more than six (6)  months).  Delivery
date of OC-48s or the OC-192 shall be determined at the time of order, and based
on availability.  IXC shall exercise  reasonable best efforts to deliver ordered
OC-48s  or the  OC-192  as soon  as it can  provision  and  make  said  services
available to ELI as a priority project.

        8.3  Effective on the Final  Completion  Date,  Lessor  hereby grants to
Lessee an IRU to use the IRU Fibers in the Cable System (IRU), and any Leases in
place at that time shall  automatically  be replaced by an IRU. The term of each
IRU shall end on the twentieth anniversary of the Final Completion Date.


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

                                        8
<PAGE>

                  (a) ELI shall pay to IXC an IRU Fee of      *
         Dollars  ($ * )    per fiber per mile each year during the IRU Term for
         Route B,  based  upon  mileage  confirmed  by  as-builts  at the  Final
         Completion  Date.  The  first  payment  of the IRU Fee shall be due and
         payable  within  thirty  (30) days  after the  Final  Completion  Date.
         Thereafter, ELI shall pay the IRU Fee on or before the anniversary date
         of the Final Completion Date each year.

                  (b) IXC shall pay to ELI an IRU Fee of *
         Dollars  ($ * )     per fiber per mile per year during the IRU Term for
         Route A,  based  upon  mileage  confirmed  by  as-builts  at the  Final
         Completion  Date.  The  first  payment  of the IRU Fee shall be due and
         payable  within  thirty  (30) days  after the  Final  Completion  Date.
         Thereafter, IXC shall pay the IRU Fee on or before the anniversary date
         of the Final Completion Date each year.

9.       Access to Cable System

          9.1 Lessor shall  provide  Lessee  access to the IRU Fibers at a fiber
distribution  panel  in  Lessor's  designated  collocate  area  or at  existing,
available splice points as mutually agreed by the Parties. The cost of any fiber
extension  beyond  either of those  existing  fiber meet  points will be born by
Lessee and based on and in accordance  with Exhibit G. It is the  responsibility
of Lessee to obtain any related governmental or other authority necessary.

         9.2 Except as expressly provided herein Lessee shall be responsible for
obtaining its own optical amplifier,  regeneration,  junction and terminal sites
(collectively "Transmission Sites") along Lessor's Cable System.

         9.3 Lessor shall provide the Lessee with access to the Lessee's  fibers
as provided above and, if available,  Lessor shall provide the Lessee  collocate
space in Lessor's  designated  equipment shelter at Lessor's  Transmission Sites
for the location of the Lessee's  Equipment,  similar to the shelter utilized by
the Lessor at the subject  Transmission  Site as more fully described in Exhibit
F. In the event that  collocation  space is not available,  Lessor shall provide
cable termination space and allow Lessee to cable to another shelter. The Lessor
hereby grants a to the Lessee,  license under the terms of the License Agreement
attached  as  Exhibit  G, to use  said  collocate  space  for  the  term of this
Agreement.  The Lessee shall perform the  installation of such equipment and all
maintenance and repair of such equipment at its sole cost and expense.

         9.4 Lessee shall pay Lessor's costs for each such connection  performed
by Lessor  within  thirty (30) days of the date of receipt of  Lessor's  invoice
therefor.  In order to schedule a connection of this type,  Lessee shall request
and  coordinate  such work not less than ninety (90) days in advance of the date
the  connection is requested to be completed.  Such work will be restricted to a
Planned System Work Period  ("PSWP"),  unless otherwise agreed to in writing for
specific projects.


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

                                       9
<PAGE>

         9.5 Lessee shall keep the Lessor's  Cable Route free and clear from all
liens and encumbrances  resulting from Lessee's use of the fiber. Lessor has the
right, but not the obligation,  to pay all amounts due and discharge any lien or
encumbrance,  upon 30  calendar  days prior  written  notice to Lessee.  In that
event,  Lessee shall reimburse Lessor upon demand,  with interest  accruing from
the date of discharge.

10.      Use of Cable System 

         10.1 Lessee warrants that its use of Lessor's Cable System shall comply
with all applicable  governmental codes,  ordinances,  laws, rules,  regulations
and/or restrictions.

         10.2 Lessee  shall have the right to abandon its  ownership of IRUs (in
which event the right to the use thereof  would revert to Lessor),  by providing
written notice thereof Lessor. Upon receipt of such notice, Lessee shall have no
further  rights with respect to its IRU.  Such  abandonment  shall not reduce or
otherwise affect Lessee's obligations hereunder, including the obligation to pay
the IRU fee, but excluding payment for any abandoned collocation space.

         10.3 Each  Party may use its IRU for any  lawful  purpose.  Each  Party
agrees and acknowledges that it has no right to use the other Party's IRU Fibers
during the Term hereof.

         10.4  Neither  Party shall use its Cable  System or IRU Fibers in a way
which  interferes  in any way with or  adversely  affects  the use of the  other
Party.

         10.5 The  Parties  agree to  cooperate  with and  support  the other in
complying with any  requirements  applicable to the fiber by any governmental or
regulatory  agency or  authority.  The  Parties  agree to execute  such  further
instruments  as may be necessary or  appropriate to carry out the intent of this
Agreement.

11.      Operation, Maintenance and Repair of the Cable Systems

         During the term hereof,  Lessor shall  maintain all fibers in its Cable
System in accordance  with the fiber  specifications  in Exhibit E.  Maintenance
shall be provided in accordance with the  requirements  and procedures set forth
in  Exhibit  C. Each  Party  will  provide  maintenance  to its Cable  System in
consideration for maintenance by the other Party on its Cable System.

12.      Relocation; Economic Useful Life

         12.1 If for any reason,  Lessor is required by a third party with legal
authority  to so  require  (including,  without  limitation,  the  grantor  of a
Required  Right or a Party  exercising  condemnation  authority) to relocate its
Cable  System,  the Lessor shall give the Lessee sixty (60) days prior notice of
any such relocation,  if possible,  and shall then proceed with such relocation,
including,  but not  limited to,  determining  the extent of, the timing of, and
methods to use for such relocation; provided that any such relocation: (i) shall
be constructed and tested in accordance with the specifications and requirements
set forth in Exhibits D and E and (ii) shall not result in an adverse  change to

                                       10
<PAGE>

the  operations,  performance,  connection  points with the network of the other
Party, or end points of the applicable  Cable System.  The Lessor shall relocate
the affected  portion of its Cable System and so long as such  relocation (i) is
not done  solely at the  option of the  Lessor,  (ii) is not  necessitated  by a
breach  of the  Lessor's  obligations  under  this  Agreement,  or  (iii) is not
required  because the Lessor does not have the Required Rights necessary for the
affected  portion  of the Cable  System  (but  failure  to have  such  necessary
Required Rights does not constitute any breach of any warranty or the inaccuracy
of any  representation of the Lessor set forth in this Agreement),  then subject
to the terms of this  Section,  the Lessee  shall  reimburse  the Lessor for the
Lessee's  proportionate  share  of  all  Relocation  Costs,  including,  without
limitation,  fiber  acquisition,  splicing and  testing,  pro rated based on the
proportionate number of the IRU Fibers in the Lessor 's Cable System.

         12.2.  In the event that a third party (which does not have an interest
in the fibers on the Cable) reimburses the Lessor for all of or a portion of the
cost to relocate the Lessor's Cable System, then this reimbursement amount shall
reduce on a dollar for dollar basis the  aggregate  amount of  Relocation  Costs
deemed to have been spent by the Lessor under  Section  12.1.  The Lessor agrees
that no  request  for  reimbursement  from the Lessee  shall be made  unless the
Lessee's  proportional  amount of the Relocation  Costs for such project exceeds
$5,000.  The Lessor shall  deliver to Lessee  updated  as-built  drawings as set
forth in Exhibit E with respect to any relocated portion of its Cable System not
later than ninety (90) days following the completion of such relocation.

         12.3.  Should the Lessee's  proportionate  amount of  Relocation  Costs
exceed  $5,000.00,  the Lessor must provide the Lessee with  invoices for actual
charges for engineering, construction and material. Each Party agrees to pay for
any and all of those  actual  expenses  attributable  to any work,  supplies  or
material required solely for that Party's facilities or system.  Each Party will
absorb its  respective  normal  corporate  overhead  charges and internal  labor
charges on all  materials,  engineering  and  construction  expenses and for any
processing expenses incurred in the administration of the relocation.

         12.4. The Lessor's invoice for the Lessee's  proportional amount of the
Relocation  Costs  shall be paid within  thirty  (30) days after  receipt of the
invoice by Lessee.  Upon  request  Lessor will  promptly  provide the  necessary
substantiating  information  which will allow the Lessee to verify the  accuracy
and reasonableness of the invoice.

         12.5  Lessee  has the  right to  review  and  request  modification  of
relocation plans fourteen (14) days prior to any relocation activity.

13.      Representations and Warranties

         Each Party represents and warrants that:

                  (i) It has  the  full  right  and  authority  to  enter  into,
         execute, deliver and perform its obligations under this Agreement;

                                       11
<PAGE>

                  (ii) It has taken all  requisite  corporate  action to approve
         the execution, delivery and performance of this Agreement;

                  (iii) This  Agreement  constitutes a legal,  valid and binding
         obligation enforceable against such Party in accordance with its terms;
         and

                  (iv) Its  execution of and  performance  under this  Agreement
         shall not violate any applicable existing regulations,  rules, statutes
         or court orders of any local, state or federal government agency, court
         or body.

14.      DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

         EXCEPT AS OTHERWISE  SPECIFICALLY SET FORTH IN THIS AGREEMENT,  NEITHER
PARTY  MAKES ANY  WARRANTY  TO THE OTHER  PARTY OR ANY OTHER  PERSON OR  ENTITY,
WHETHER  EXPRESS,  IMPLIED  OR  STATUTORY,  AS  TO  THE  DESCRIPTION,   QUALITY,
MERCHANTABILITY,  COMPLETENESS  OR FITNESS  FOR ANY PURPOSE OF ANY FIBERS OR ANY
SERVICE PROVIDED  HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER,  ALL
OF WHICH WARRANTIES ARE HEREBY EXCLUDED AND DISCLAIMED.

         NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY,  IN NO
EVENT  SHALL  EITHER  PARTY  BE  LIABLE  TO THE  OTHER  PARTY  FOR ANY  SPECIAL,
INCIDENTAL,  INDIRECT,  PUNITIVE,  RELIANCE OR  CONSEQUENTIAL  DAMAGES,  WHETHER
FORESEEABLE  OR  NOT,  ARISING  OUT  OF,  OR IN  CONNECTION  WITH,  TRANSMISSION
INTERRUPTIONS  OR  PROBLEMS,  INCLUDING,  BUT NOT LIMITED TO,  DAMAGE OR LOSS OF
PROPERTY  OR  EQUIPMENT,  LOSS OF PROFITS OR REVENUE,  COST OF CAPITAL,  COST OF
REPLACEMENT SERVICES,  OR CLAIMS OF CUSTOMERS,  WHETHER OCCASIONED BY ANY REPAIR
OR  MAINTENANCE  PERFORMED  BY, OR FAILED TO BE PERFORMED BY, THE FIRST PARTY OR
ANY OTHER CAUSE WHATSOEVER,  INCLUDING, WITHOUT LIMITATION,  BREACH OF CONTRACT,
BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY. THE PARTIES AGREE TO REQUIRE
THEIR RESPECTIVE CUSTOMERS TO EXECUTE SIMILAR WAIVERS OF LIABILITY.

         PURSUANT TO THIS SECTION 14, NO PARTY SHALL BE PREVENTED  FROM MAKING A
CLAIM OR FILING SUIT AGAINST AN INDEPENDENT CONTRACTOR FOR SPECIAL,  INCIDENTAL,
INDIRECT,  PUNITIVE,  RELIANCE  OR  CONSEQUENTIAL  DAMAGES  ARISING  OUT OF SUCH
INDEPENDENT  CONTRACTOR'S  PERFORMANCE OF MAINTENANCE OR REPAIR SERVICES FOR THE
CABLE SYSTEM OWNER, BUT THE PARTY MAKING THE CLAIM OR FILING SUIT AGREES THAT IT
WILL NOT SEEK RECOVERY OF SUCH DAMAGES TO THE EXTENT SUCH INDEPENDENT CONTRACTOR

12
<PAGE>

HAS A CONTRACTUAL  OR COMMON LAW RIGHT OF RECOVERY  AGAINST OR AN INDEMNITY FROM
THE CABLE SYSTEM OWNER.

15.      Indemnification

         15.1 Each Party (the "Indemnifying Party") shall indemnify, defend, and
hold  the  other  Party  (the  "Indemnified  Party")  (including  all  officers,
directors,  employees,  agents and  affiliates,  successors  and  assigns of the
Indemnified  Party)  harmless  from and  against  any and all  claims,  demands,
actions, losses, damages, assessments,  charges, liabilities, costs and expenses
(including  without  limitation,  interest,  penalties,  and attorney's fees and
disbursements)  which  may from  time to time be  suffered  or  incurred  by, or
asserted against, the Indemnified Party,  directly or indirectly,  on account of
or in connection with:

                  (a) The  Indemnifying  Party's breach of any provision of this
         Agreement  or failure in any way by the  Indemnifying  Party to perform
         any obligation under this Agreement; or

                  (b) A claim for bodily injury  (including  death) or damage to
         property to any person  (including  without  limitation any employee of
         either Party and any third person), and any damage to or loss of use of
         any  property,  arising out of the  Indemnifying  Party's  negligent or
         intentional acts or omissions relating to this Agreement.

         Provided,  however,  that in the event that  Lessor is unable to obtain
and maintain all Required Rights,  and there has been no breach by Lessee of the
representations and warranties,  Lessor shall not be entitled to indemnification
by Lessee and its sole remedy shall be to terminate this  Agreement  pursuant to
Section 20.1(i.).

         15.2 The Parties will cooperate with each other in every reasonable way
to facilitate  either  Party's  defense or settlement of any third party claims,
lawsuits,  or demands that relate to or arise out of either Party's  performance
of its obligations under this Agreement.  Each Party will provide the other with
notice of any such claim within  fourteen  (14) days of the date upon which that
Party first becomes aware of the claim.

         15.3 The  Indemnified  Party's right to indemnity under this Section 15
is expressly  contingent  upon the  Indemnified  Party  providing  notice to the
Indemnifying Party as required by Section 15.2; provided,  however, that failure
to give such notice shall not relieve the Indemnifying  Party of its obligations
hereunder except to the extent it shall have been prejudiced by such failure.

         15.4 Subject to Section 14, and notwithstanding any other provisions of
this Agreement,  with respect to the performance or interruption of any services
provided by the Indemnified  Party for the IRU Fibers,  the  Indemnifying  Party
will not be liable for any damages  (including without  limitation,  damages for
harm to business,  lost revenues,  lost savings, or lost profits) claimed by the

                                       13
<PAGE>

Indemnified  Party or its end user  customers  or those to whom the  Indemnified
Party has entered into leases with or to whom it has granted IRUs.

         15.5 The  Indemnifying  Party further shall  indemnify the  Indemnified
Party,  its officers,  directors,  employees and agents,  and its successors and
assigns  from and against  any  claims,  liabilities,  losses,  damages,  fines,
penalties,  and costs (including  reasonable  attorney fees) whether foreseen or
unforeseen,  which the  Indemnified  Party  suffers  or incurs  because  of: (i)
failure of the Indemnifying Party or its Cable System,  including its respective
Routes,  to comply with  Environmental,  Health and Safety Laws;  (ii) any past,
present,  or future  Hazardous  Discharge at, on, or affecting the  Indemnifying
Party's Cable System;  or (iii) any acts or omissions of the Indemnifying  Party
in connection with any environmental remediation or cleanup required by law.

         15.6  Nothing  contained  herein shall  operate as a limitation  on the
right of either  party  hereto to bring an action for damages  against any third
party,  including  indirect,  special or  consequential  damages  including lost
revenue and profits,  based on any acts or omissions of such third party as such
acts or  omissions  may affect  the  construction,  operation  or use of the IRU
Fibers,  however,  the Party making the claim or filing suit agrees that it will
not  seek  recovery  of such  damages  to the  extent  such  third  party  has a
contractual  or common law right of recovery  against or an  indemnity  from the
Cable System owner.

16.      Insurance

         16.1 During the Term of this  Agreement,  each Party  shall  obtain and
maintain  and shall  require any of its  contractors  to obtain and maintain not
less than the following insurance:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                     Type of Coverage                         Amount of Coverage
--------------------------------------------------------------------------------
Worker's Compensation Insurance                      Statutory Amount
--------------------------------------------------------------------------------
<S>                                             <C>                     
Employer's Liability Occupational Disease       $1 million each accident
and Bodily Injury Insurance                     $1 million disease each employee
                                                $1 million disease-policy limit
--------------------------------------------------------------------------------
Commercial General Liability Insurance,         Combined  single  limit personal
including premises - operations,                injury and property damage on an
products/completed operations, independent      occurrence   policy   form  with
contractors, contractual (blanket),             policy  amounts  of (i) not less
broad form property damage, with umbrella       than  $5 million  per occurrence
excess liability (collectively,                 (without   a    limitation    on
"Comprehensive Coverage                         aggregate amount);   or (ii) not
                                                less    than    $5 million   per 
                                                occurrence   with   an aggregate
                                                annual  amount  of not less than
                                                $5 million
--------------------------------------------------------------------------------
Automobile   Liability  Insurance  for          $2 million
owned,  hired  and non-owned autos              combined single limit bodily
("Automobile Liability Coverage")               injury/property damage
--------------------------------------------------------------------------------
</TABLE>

                                       14
<PAGE>

The limits set forth above are minimum limits and will not be construed to limit
either Party's liability.

         16.2 This  insurance  shall cover the  amounts  and types of  liability
listed above with respect to each Party's obligations under this Agreement.

         16.3 Each policy evidencing the insurance  described in this Section 16
must  contain  a  provision  that the  insurance  policy,  and the  coverage  it
provides,  shall be primary and  noncontributing  with  respect to any  policies
carried by the other Party and its affiliates,  and that any policies carried by
the other Party and its affiliates shall be excess insurance.

         16.4 The comprehensive  general liability  policies and umbrella excess
liability  policies  of the Party and its  subcontractors  each shall  contain a
provision naming the other Party, its parent,  subsidiaries and affiliates,  and
each of its respective officers, directors,  employees, agents, contractors, and
suppliers  and any  other  Parties  in  interest  designated  by the  Party,  as
additional insureds.

         16.5 Prior to commencement of any work under this Agreement, each Party
must furnish to the other  certificates  of  insurance  stating that the insurer
will use best  efforts  to  notify  the  other  Party at least 30 days  prior to
cancellation of, or any material change in, the coverage provided.

17.      Default

         Neither  Party shall be in default under this  Agreement  herein unless
and until the Party shall have received  written notice of such default from the
other  Party,  and shall have  failed to cure the same  within  thirty (30) days
after receipt of such notice  (except for a payment  default,  in which case the
payment  default  must be cured  within  ten (10)  days  after  receipt  of such
notice);  provided  however,  that where such default cannot reasonably be cured
within such thirty (30) day period,  if the Party shall proceed promptly to cure
the same and prosecute such curing with due diligence,  the time for curing such
default  shall be extended  for a period no longer than sixty (60) days from the
date of the receipt of the default  notice  (except for a payment  default which
shall not be so extended).  Events of default shall include,  but not be limited
to (i) making a general assignment for the benefit of its creditors, (ii) filing
a voluntary  petition in bankruptcy or the filing of a petition in bankruptcy or
other  insolvency  protection  against the Party which is not  dismissed  within
ninety (90) days  thereafter,  or (iii) filing any  petition or answer  seeking,
consenting  to,  or  acquiescing  in  reorganization,  arrangement,  adjustment,
composition,  liquidation,  dissolution or similar relief.  Any event of default
may be waived  under the terms of this  Agreement at the other  Party's  option.
Upon the  failure  by the Party to timely  cure any such  default  after  notice
thereof  from the other  Party,  the other  Party may (i) take such action as it
determines,  in its sole discretion, to be necessary to correct the default, and
(ii) pursue any legal remedies it may have under applicable law or principles of
equity  relating  to  such  breach.  Notwithstanding  the  above,  if the  Party
certifies  to the other Party in writing  that a default  has been  cured,  such
default  shall be deemed to be cured unless the other Party  otherwise  notifies
the party in writing within fifteen (15) days of receipt of such notice.

                                       15
<PAGE>

18.      Force Majeure

         Neither Party shall be in default under this  Agreement with respect to
any delay in performance caused by any of the following  conditions:  (i) act of
God, (ii) fire, (iii) flood,  (iv) material  shortage or unavailability or delay
in provision of services by any third party not resulting  from the  responsible
Party's failure to timely place orders or take other necessary actions therefor,
(v) lack of  transportation,  (vi) legal  inability  to access  property,  (vii)
government codes, ordinances,  laws, rules, regulations or restrictions,  (viii)
war or civil disorder,  or (ix) any other cause beyond the reasonable control of
such Party.  In the event of the occurrence of one of the conditions  identified
in clause (i) through (ix) which  results in damage to the Cable  System  and/or
IRU Fibers,  both Parties will share costs and expenses in repairing  such Cable
System on a proportionate  basis determined by dividing the number of IRU Fibers
by the number of Fibers in the Cable System.

19.      Dispute Resolution

         19.1 To the extent not inconsistent with the jurisdiction and authority
of any  state or  federal  regulatory  body  that  might  have  jurisdiction  or
authority over this  Agreement or any aspect or  performance of this  Agreement,
any dispute, disagreement, controversy or claim, whether based on contract, tort
or other  legal  theory  (including,  but not  limited to, any claim of fraud or
misrepresentation),  arising  between  the  Parties  out of or  related  to this
Agreement which is not settled to the mutual satisfaction of both Parties within
thirty  (30) days from the date that either  Party  informs the other in writing
that such dispute,  disagreement,  controversy or claim exists, shall be settled
by  arbitration in Chicago,  Illinois  (unless both parties agree on a different
location),  in accordance with the Commercial  Arbitration Rules of the American
Arbitration  Association  in effect on the date that such  notice is given.  The
duty to  arbitrate  shall extend to any officer,  employee,  agent,  subsidiary,
parent or  affiliate  making or  defending  any claim which would  otherwise  be
arbitrable under this Agreement. The parties, by mutual agreement, shall appoint
a sole arbitrator who shall preside over each dispute  submitted for arbitration
under this Agreement.  If the parties are unable to agree on a single arbitrator
within  fifteen  (15) days from the date of receipt of the  notice  notifying  a
Party of a dispute or disagreement, each Party shall select an arbitrator within
fifteen (15) days and the two (2)  arbitrators  shall select a third  arbitrator
within ten (10)  days.  The  decision  of the  arbitrator(s)  shall be final and
binding upon the parties and shall include written findings of law and fact, and
judgment  may be  obtained  thereon  by  either  Party in a court  of  competent
jurisdiction,  provided however that the arbitrators shall have no authority to
award  consequential,  punitive or exemplary changes.  Each Party shall bear the
cost of preparing  and  presenting  its own case.  The cost of the  arbitration,
including the fees and expenses of the arbitrator(s), shall be shared equally by
the parties hereto unless the award otherwise provides.  The arbitrator(s) shall
be instructed by the parties to establish procedures such that a decision can be
rendered  by the  arbitrator(s)  within  sixty  (60) days of their  appointment.
Issues of  arbitrability  shall be  determined  in  accordance  with the federal
substantive and procedural laws relating to arbitration; all other aspects shall
be interpreted in accordance with the laws of  jurisdiction  where the action is
initiated.  If any portion of this  Section 19 is held to be  unenforceable,  it

                                       16
<PAGE>

shall be severed and shall not affect  either the duty to  arbitrate  under this
Agreement or any other part of this Section 19.

19.2 The obligation herein to arbitrate shall not be binding upon any Party with
respect to requests for preliminary  injunctions,  temporary restraining orders,
specific performance or other procedures in a court of competent jurisdiction to
obtain interim relief when deemed necessary by such court to preserve the status
quo or prevent  irreparable  injury  pending  resolution by  arbitration  of the
actual dispute.

20.      Termination and Remedies

         20.1 Notwithstanding  anything in this Agreement to the contrary,  this
Agreement may be terminated at any time as set forth below:

                  (i) By Lessee in the event the  Lessor is unable to obtain and
         cause to remain effective  through the Minimum Term all Required Rights
         as  described,  and  shall  have  failed to obtain  and  maintain  such
         Required Rights within the waiting period between notice of termination
         and actual termination as required by Section 20.2.

                  (ii) By Lessee in the event of the  occurrence of a failure of
         the Economic Useful Life of the IRU Fibers leased to them.

         20.2.  Any Party  desiring  to  terminate  this  Agreement  pursuant to
Section  20.1 shall give  advance  written  notice not less than sixty (60) days
prior to such termination to the other Party in this Agreement.

         20.3.  Notwithstanding the foregoing,  no termination of this Agreement
shall affect the rights or  obligations  of any Party hereto with respect to any
payment  hereunder for services  rendered  prior to the date of  termination  or
pursuant to Sections 15, 16, 5 and 19 (Taxes, Franchise,  Lease and Permit Fees;
Indemnification; Insurance; and Dispute Resolution, respectively).

         20.4 In the  event  of a  payment  default  which  has not  been  cured
pursuant  to Section  17,  Lessor may  suspend  Lessee's  use of the IRU fibers,
without further notice and by whatever means Lessor deems appropriate, until the
payment  default is cured and for as long as thirty  (30) days.  If the  payment
default has not been cured within  thirty (30) days,  then Lessee's IRU or Lease
shall  automatically  terminate without further notice and without effect on any
other terms of this agreement,  including without limitation,  Section 8, 9, 10,
11, 15 and 16.

21.      Notice

         21.1 Unless otherwise  provided herein,  all notices and communications
concerning  this Agreement  shall be in writing and addressed to the other Party
as follows:

                                       17
<PAGE>

            If to IXC:                IXC Communications Services, Inc.
                                      Attn: President, Network Services
                                      1122 Capital of Texas Highway South
                                      Austin, TX 78746
                                      Facsimile No.: (512) 328-0239

            with a copy to:           IXC Communications Services, Inc.
                                      Attn: General Counsel
                                      1122 Capital of Texas Highway South
                                      Austin, TX  78746
                                      Facsimile No.: (512) 328-7902

            If to ELI:                Electric Lightwave, Inc.
                                      Attn:  Vice President, Wholesale Division
                                              and Vice President, Engineering
                                      4400 N.E. 77th Avenue
                                      Vancouver, WA 98662
                                      Facsimile No.: (360) 816-0485

            with a copy to:           Electric Lightwave, Inc.
                                      Attn:  General Counsel
                                      4400 N.E. 77th Avenue
                                      Vancouver, WA 98662
                                      Facsimile No.: (360) 816-0999

or at such other address as may be designated in writing.  The Parties may agree
to designate in writing,  other notice  methods and  recipients  for any type of
notice other than default.

         21.2  Unless  otherwise  provided  herein,  notices  shall  be  sent by
registered or certified U.S. Mail, postage prepaid,  or by commercial  overnight
delivery  service,  and shall be deemed  served or delivered to the addressee or
its  office  on the date of  receipt  acknowledgment  or, if by  facsimile  upon
verification  of receipt of a complete and fully  legible  Notice,  or if postal
claim  notices are given and  returned  marked  "unclaimed",  on the date of its
return marked "unclaimed,"  provided,  however,  that upon receipt of a returned
notice marked  "unclaimed,"  the sending Party shall make  reasonable  effort to
contact and notify the other Party by telephone.

22.      Confidentiality and Proprietary Information

         22.1 In connection with this Agreement, either Party may furnish to the
other certain information that is marked or otherwise specifically identified as
proprietary or  confidential  ("Confidential  Information").  This  Confidential
Information  may include,  among other things,  documentation,  data,  drawings,
specifications, plans, and other technical or business information. For purposes
of this  Section  22,  the Party  that  discloses  Confidential  Information  is

                                       18
<PAGE>

referred to as the "Disclosing  Party", and the Party that receives  Information
is referred to as the "Receiving Party".

         22.2 When  Confidential  Information is furnished in tangible form, the
Disclosing Party shall mark it as proprietary or confidential. When Confidential
Information  is provided  orally,  the  Disclosing  Party shall,  at the time of
disclosure or promptly  thereafter,  identify the  Confidential  Information  as
being proprietary or confidential.

         22.3 With  respect to  Confidential  Information  disclosed  under this
Agreement, the Receiving Party shall:

                  (a) hold  the   Confidential   Information    in   confidence,
         exercising  a  degree  of care  not  less  than  the  care  used by the
         Receiving   Party  to  protect  its  own  proprietary  or  confidential
         information that it does not wish to disclose;

                  (b) restrict disclosure of the Confidential Information solely
         to those of its employees,  contractors or consultants  who have a need
         to  know,   require  such   contractors   or   consultants  to  sign  a
         confidentiality agreement that contains use and disclosure restrictions
         as restrictive as in this Section 22, and not disclose the Confidential
         Information  to any other  person or entity  without the prior  written
         consent of the Disclosing Party;

                  (c) advise those employees of their  obligations  with respect
         to the Confidential Information; and

                  (d) use the  Confidential  Information only in connection with
         the performance of this Agreement  (which shall include  utilization of
         the  respective  IRU  Fibers  by the  Receiving  Party),  except as the
         Disclosing Party may otherwise agree in writing.

         22.4  Confidential  Information  shall be deemed  the  property  of the
Disclosing  Party.  Upon request of the Disclosing  Party,  the Receiving  Party
shall return all  Confidential  Information  received in tangible form, or shall
destroy it and provide  written  certification  of destruction to the Disclosing
Party.  If the  Receiving  Party loses or makes an  unauthorized  disclosure  of
Confidential  Information,   it  shall  notify  the  Disclosing  Party  and  use
reasonable efforts to retrieve the Confidential Information.

         22.5 The  Receiving  Party shall have no  obligation  to  preserve  the
proprietary nature of Confidential Information which:

                  (a)was  previously  known to the  Receiving  Party free of any
         obligation to keep it confidential; or

                  (b) is or  becomes  publicly  available  by means  other  than
         unauthorized disclosure; or

                                       19
<PAGE>

                  (c)  is  developed  by or on  behalf  of the  Receiving  Party
         independently  of any  Confidential  Information  furnished  under this
         Agreement; or

                  (d) is received from a third party whose  disclosure  does not
         violate any confidentiality obligation.

         22.6 The contents and existence of this Agreement,  and all information
that  may  be  disclosed  to  Receiving  Party  pertaining  to  the  identities,
locations, and requirements of the Disclosing Party's customers, is Confidential
Information of Disclosing Party.

         22.7 Under no  circumstances  shall  either  Party  disclose  the other
Party's  customer  Confidential  Information  to any third  party (even if under
contract to that Party) without prior consent.

         22.8 If the  Receiving  Party is required to  disclose  the  Disclosing
Party's  Confidential  Information by an order or a lawful process of a court or
governmental  body,  the Receiving  Party shall  promptly  notify the Disclosing
Party,  and shall  cooperate  with the  Disclosing  Party in seeking  reasonable
protective  arrangements  before  the  Confidential   Information  is  produced;
provided,  however,  that after notice to and  consultation  with the Disclosing
Party, the Receiving Party may release Confidential  Information to governmental
bodies which is required to comply with federal or state securities laws.

         22.9 Each Party agrees that the  Disclosing  Party would be irreparably
injured  by a  breach  of  this  Section  22  by  the  Receiving  Party  or  its
representatives  and that the  Disclosing  Party may be  entitled  to  equitable
relief,  including injunctive relief and specific  performance,  in the event of
any  breach of the  provisions  of this  Section 22 Such  remedies  shall not be
deemed to be the  exclusive  remedies for a breach of this Section 22, but shall
be in addition to all other remedies available at law or in equity.

23.      Publicity and Advertising

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

         23.2.  Each  Party  shall  have the right to  review  and  approve  any
publicity material, press releases, or other public statements by the other that
refer to such Party or that  describe any aspect of this  Agreement.  Each Party
agrees not to issue any such  publicity  materials,  press  releases,  or public
statements  without the prior written approval of the other Party,  except as is
required to comply with federal or state securities laws.

         23.3. Nothing in this Agreement establishes a lease for either Party to
use any of the other  Party's  brands,  marks,  or logos  without  prior written
approval of the other Party.

                                       20
<PAGE>

24.      Waiver

         The failure of either Party hereto to enforce any of the  provisions of
this Agreement, or the waiver thereof in any instance, shall not be construed as
a general waiver or  relinquishment  on its part of any such provision,  but the
same shall nevertheless be and remain in full force and effect.

25.      Governing Law

         This  Agreement  shall be governed by and construed in accordance  with
the domestic  laws of the State of New York  without  reference to its choice of
law principles.

26.      Rules of Construction

         26.1 The  captions or  headings  in this  Agreement  are  strictly  for
convenience  and shall not be considered in  interpreting  this  Agreement or as
amplifying or limiting any of its content.  Words in this Agreement which import
the singular  connotation shall be interpreted as plural, and words which import
the plural connotation shall be interpreted as singular,  as the identity of the
Parties or objects referred to may require.

         26.2 Unless expressly defined herein, words having well-known technical
or trade meanings shall be so construed. All listing of items shall not be taken
to be exclusive, but shall include other items, whether similar or dissimilar to
those listed, as the context reasonably requires.

         26.3 Except as set forth to the contrary herein, any right or remedy of
ELI or IXC shall be  cumulative  and  without  prejudice  to any other  right or
remedy, whether or not contained herein.

         26.4 Except as set forth in this  Agreement,  nothing in this Agreement
is intended to provide any legal rights to anyone not an executing Party of this
Agreement.  Except as otherwise  stated,  this Agreement does not provide and is
not  intended  to provide  third  parties  with any  remedy,  claim,  liability,
reimbursement, cause of action, or other privilege.

         26.5 This  Agreement  has been fully  negotiated  between  and  jointly
drafted by the Parties.

         26.6  In the  event  of a  conflict  between  the  provisions  of  this
Agreement  and those of any Exhibit,  the  provisions  of this  Agreement  shall
prevail and such Exhibits shall be corrected accordingly.

         26.7  All   actions,   activities,   consents,   approvals   and  other
undertakings of the Parties in this Agreement shall be performed in a reasonable
and timely manner.  Except as specifically set forth herein,  for the purpose of

  

<PAGE>

                                     21
this   Section   26   the   normal   standards   of   performance   within   the
telecommunications  industry  in the  relevant  market  shall be the  measure of
whether a Party's performance is reasonable and timely.

         26.8 Each action or claim  against any Party  arising under or relating
to this Agreement  shall be made only against such Party as a  corporation,  and
any liability  relating  thereto shall be enforceable only against the corporate
assets of such  Party.  No Party  shall  seek to pierce  the  corporate  veil or
otherwise  seek to impose  any  liability  relating  to, or arising  from,  this
Agreement  against any shareholder,  employee,  officer or director of the other
Party.  Each of such persons is an intended  beneficiary of the mutual  promises
set forth in this  Section and shall be entitled to enforce the  obligations  of
this Section.

27.      Assignment

         27.1 Except as provided in this Section 27, neither Party shall assign,
encumber  or  otherwise  transfer  this  Agreement  or all or any portion of its
rights or  obligations  hereunder to any other party  without the prior  written
consent of the other Party,  which consent will not be unreasonably  withheld or
delayed.  Notwithstanding  the  foregoing,  both  Parties  shall have the right,
without  consent,  to (a)  subcontract  any of its  construction  or maintenance
obligations  hereunder,  or (b) assign or otherwise  transfer this  Agreement in
whole or in part (1) as  collateral to any  institutional  lender to, or trustee
under an indenture  (or  institutional  lender to, or trustee under an indenture
with any  permitted  transferee  or assignee of the Party)  subject to the prior
rights and provided  hereunder,  or (2) to any parent,  subsidiary  or affiliate
which shall control, be under the control of or be under common control with the
Party, or (3) any corporation or other entity into which the Party may be merged
or  consolidated  or which  purchases all or  substantially  all of the stock or
assets of the  Party;  provided  that the  assignee  or  transferee  in any such
circumstance  shall  continue  to be  subject to all of the  provisions  of this
Agreement,  (except  that any  lender or trustee  referred  to in clause (b) (1)
above  shall not incur any  obligations  under  this  Agreement  nor shall it be
restricted from exercising any right of enforcement or foreclosure  with respect
to  any  related  security  interest  or  lien,  so  long  as the  purchaser  in
foreclosure  is subject  to the  provisions  of this  Agreement);  and  provided
further that  promptly  following any such  assignment  or transfer,  said Party
shall  give  the  other  Party  written  notice   identifying  the  assignee  or
transferee.  In the event of any  permitted  partial  assignment  of any  rights
hereunder,  said Party  shall  remain  the sole point of contact  with the other
Party. No permitted  partial or complete  assignment  shall release or discharge
said Party from its duties and obligations hereunder, except as otherwise agreed
in writing.

         27.2  Notwithstanding the provisions of Section 27.1, without the prior
written consent of Lessor,  Lessee shall have the right to assign,  lease, grant
an IRU with respect to, or otherwise in any manner transfer or make available in
any  manner  to any third  party  the right to use,  or use of, or access in any
manner to, any of Lessee's rights in some or all of the IRU Fibers.

                                       22
<PAGE>

         27.3 This Agreement and each Party's  respective rights and obligations
under this Agreement shall be binding upon and shall inure to the benefit of the
Party and its permitted successors and assigns.

28.      Relationship of the Parties

         The  relationship  between the Parties  shall not be that of  partners,
agents  or joint  venturers  for one  another,  and  nothing  contained  in this
Agreement  shall be deemed  to  constitute  a  partnership  or agency  agreement
between them for any purposes,  including, but not limited to federal income tax
purposes. In performing any of their obligations hereunder, the Parties shall be
independent  contractors  or  independent  Parties  and  shall  discharge  their
contractual obligations at their own risk.

29.      Unenforceable Provisions

         No  provision of this  Agreement  shall be  interpreted  to require any
unlawful  action by either Party.  If any section or clause of this Agreement is
held to be invalid or unenforceable,  then the meaning of that section or clause
shall be construed so as to render it enforceable to the extent feasible.  If no
feasible  interpretation  would save the section or clause,  it shall be severed
from this Agreement with respect to the matter in question, and the remainder of
the Agreement shall remain in full force and effect.  However, in the event such
a section or clause is an essential element of the Agreement,  the Parties shall
promptly   negotiate  a  replacement  that  will  achieve  the  intent  of  such
unenforceable section or clause to the extent permitted by law.

30.       Entire Agreement; Amendment

         This  Agreement   constitutes   the  entire  and  final  agreement  and
understanding  between the Parties with respect to the subject matter hereof and
supersedes all prior agreements relating to the subject matter hereof, which are
of no further  force or effect.  The  Exhibits  referred to herein are  integral
parts hereof and are hereby made a part of this  Agreement.  This  Agreement may
only be modified or supplemented by an instrument in writing  executed by a duly
authorized representative of each Party.

31.      Counterparts

         This  Agreement  may be  executed in one or more  counterparts,  all of
which  taken  together  shall  constitute  one  and  the  same  instrument.   In
confirmation  of their  consent to the terms and  conditions  contained  in this
Agreement and  intending to be legally  bound hereby,  the Parties have executed
this Agreement as of the date first above written.


                                       23
<PAGE>




IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT  EFFECTIVE AS OF THE
DATE FIRST WRITTEN ABOVE.

IXC Communications Services, Inc.                Electric Lightwave, Inc.
a Delaware corporation                             a Delaware corporation

By:  /s/    Mike Jones                           By:  /s/ Michael Miller
                                                         (For Daryl Ferguson)  

Name:       Mike Jones                           Name:   Michael Miller     

Title: _____Vice President                       Title:  V.P. Finance & Planning

Date: ____________________________               Date:   3/22/99                
















                                       24
<PAGE>



                                    EXHIBITS



Exhibit A                Route A: ELI Cable  System  Route  (includes  fiber
                         type, mileage and Transmission Facility locations)

Exhibit B                Route B & C:
                         IXC Cable System Route (includes fiber type, mileage
                         and Transmission Facility locations)

Exhibit C                Maintenance  and  Operations   Specifications  and
                         Procedures

Exhibit D                Fiber Cable Splicing, Testing and Acceptance Procedures

Exhibit E         1      Buried Cable Specifications
                  2      ADSS Construction Specifications
                  3      OPGW Construction Specifications
                  4      Fiber Performance Specifications

Exhibit F                Equipment Shelters

Exhibit G                Collocation Terms and Conditions















                                       25
<PAGE>




                                    EXHIBIT A

                                       *

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


<PAGE>


                                    EXHIBIT B

Route B*

Route C: A map showing the route between Phoenix and Dallas

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

<PAGE>


                                    EXHIBIT C

                            Operations Specifications


         These  operations  specifications  specify terms and conditions for the
maintenance  and repair of the Cable  System.  Defined terms used herein and not
otherwise defined shall have the meaning set forth in the IRU Fiber Construction
and Lease  Agreement  between IXC  Communications  Services,  Inc.  and Electric
Lightwave,  Inc.  dated  February  28,  1998.  Lessor  is  defined  as the party
responsible for operating and maintaining the Cable System.
Lessee is defined as the party receiving benefit from the Lessor.

1.       General

     a.  Lessor shall  operate and  maintain a Network  Control  Center  ("NCC")
         staffed twenty-four (24) hours a day, (7) seven days a week, by trained
         and qualified  personnel.  Lessor shall maintain a toll-free  number to
         contact  personnel  at  NCC.  Lessor's  NCC  personnel  shall  dispatch
         maintenance  and repair  personnel along the Cable System to handle and
         repair  problems   detected  through  the  NCC's  remote   surveillance
         equipment, by the Lessee, or otherwise.

     b.  Lessor's   maintenance   employees  shall  be  available  for  dispatch
         twenty-four  (24)  hours a day,  seven  (7) days a week.  If  emergency
         maintenance is required,  Lessor will use reasonable efforts to provide
         a maintenance  employee on site within two (2) hours of Lessee's notice
         to  Lessor's  NCC.  Emergency  maintenance  is defined  as any  service
         affecting situations requiring an immediate response.

     c.  Lessee shall utilize the attached Operations Escalation List, to report
         and  seek  immediate   initial  redress  of  exceptions  noted  in  the
         performance of Lessor in meeting maintenance service objectives.

     d.  In performing  its services  hereunder,  Lessor shall take  workmanlike
         care to prevent  impairment to the signal continuity and performance of
         the Cable System.  The  precautions to be taken by Lessor shall include
         notification  to Lessee  prior to  beginning  the repair.  In addition,
         Lessor shall  reasonably  cooperate with Lessee in sharing  information
         and analyzing the disturbances regarding the Cable System.

     e.  Lessor shall use his best effort to notify  Lessee seven (7) days prior
         to the date of any planned  non-emergency fiber activity.  In the event
         that a planned  activity is canceled or delayed for whatever  reason as
         previously  notified,  Lessor shall notify Lessee at Lessor's  earliest
         opportunity  and  will  comply  with  the  provisions  of the  previous
         sentence to reschedule the delayed activity.

                                       1
<PAGE>

     f.  The Lessor shall provide Lessee, upon request,  new or updated as-built
         drawings within ninety (90) days of completion for any cable relocation
         or other engineering changes affecting the Cable System.

     g.  Lessor and Lessee will maintain an updated list of local area qualified
         maintenance  support  contractors  with  the  necessary  equipment  and
         personnel.

2.       Facilities

     a.  Lessor  shall  maintain  the Cable System in a manner which will permit
         the normal operation of the equipment.

     b.  Lessor  shall  perform  appropriate  routine  maintenance  on the Cable
         System  and  equipment  in   accordance   with  Lessor's  then  current
         preventive maintenance procedures which shall not substantially deviate
         from  industry   practice  and  shall  be  responsible  for  correcting
         dysfunction.

     c.  At a minimum,  Lessors NCC shall monitor the same  Housekeeping  Alarms
         attached to this Exhibit as it does for the rest of the Network. Lessee
         may monitor Lessor's  Housekeeping  Alarms. In such cases,  Lessee will
         receive  reasonable  support  from  Lessor to attach such  alarms.  Any
         additional cost, apart from this support incurred by Lessee,  for alarm
         attachment  shall be born by Lessor.  Upon receipt of an alarm,  Lessor
         shall take  appropriate  action and notify  Lessee of any major service
         jeopardy situation.

     d.  Lessor shall use reasonable efforts to provide emergency  generators on
         site  with  sufficient  capability  to  restore  one  (1)  unit  of all
         redundant  HVAC systems and a sufficient  number of rectifiers to carry
         the site load and recharge  batteries within 4 to 9 hours after a power
         outage. Battery plants shall have a minimum eight (8) hours reserve.

3.       Cable System Fibers

     a.  Subject to the  provisions  of  paragraph  3.b.,  hereof,  Lessor shall
         maintain  the Cable  System in good and  operable  condition  and shall
         repair the Cable  System in  workmanlike  manner  pursuant to paragraph
         3.d., hereof.

     b.  Lessor shall patrol the Cable System on a reasonable, routine basis and
         shall  perform  all  required  locates.  Lessor  shall  have  qualified
         representatives  on site at any time  another  company is crossing  the
         Cable System or digging within 1.52 meters of the Cable System.

     c.  Lessor shall be responsible  for  correcting or repairing  Cable System
         discontinuity  or damage,  including  but not limited to, the emergency
         repair of the Cable  System.  Lessor  shall use  reasonable  efforts to
         repair Cable System  traffic  affecting  discontinuity  within four (4)
         hours after the  maintenance  employee's  arrival at the problem  site.

                                       2
<PAGE>

         Lessor shall  teleconference  with Lessee during an emergency repair in
         order to provide  continuous  communication.  Within  twenty-four  (24)
         hours after  completion  of an  emergency  repair,  Lessor  shall begin
         planning for repair,  notify Lessee of such plans,  and implement  such
         repair  within an  appropriate  time  thereafter.  Restoration  of open
         fibers on fiber strands not immediately required for service,  shall be
         scheduled as soon as reasonably possible.

     c.  Lessor  shall comply with the  Splicing  Specifications  as provided in
         Exhibit E. Lessor shall  provide to Lessee any  modifications  to these
         specifications for Lessee's  approval,  which shall not be unreasonably
         withheld.  The Lessee shall have the right, but not the obligation,  at
         its sole expense to conduct its own fiber acceptance  testing to verify
         that  the   fibers  are   operating   in   accordance   with  the  test
         specifications.

     d.  The Lessee will not install or connect additional fiber optic cables or
         equipment in  transmission  sites without first notifying the Lessor in
         advance. Such notification will include,  engineering plans,  drawings,
         schedules,  equipment detail and layouts,  power and HVAC requirements,
         and other such  information as may be necessary.  Lessor shall approve,
         or request modifications of the plans. Additionally, Lessor will inform
         the recipient as to the  availability  of resources to accommodate  the
         request,  and any additional  recurring or non-recurring  charges which
         may be necessary.

4.       Planned Service Work Period (PWSP)

         Non-emergency  work which is reasonably  expected to produce any signal
         discontinuity must be coordinated between parties. Generally, this work
         should be scheduled after midnight and before 6:00 a.m., local time.

5.       Restoration

     a.  When  restoring  a cut cable,  the  parties  agree to work  together to
         restore all  traffic as quickly as  possible.  The Lessor,  immediately
         upon arriving on the site of the cut,  shall  determine the best course
         of  action to be taken to  restore  the Cable  System  and shall  begin
         restoration efforts.

     b.  The goal of  emergency  restorations  splicing  is to get service up as
         quickly as possible.  This requires the a mechanical splice such as the
         "3M fiber Lock" to complete the temporary restorations.

     c.  If at any time it becomes  apparent that the service outage is going to
         extend  beyond 8  hours,  the  corresponding  Vice  Presidents  of each
         company  will work  together  to  determine a plan to restore the Cable
         System.

                                       3
<PAGE>

     d.  It will be the  responsibility  of the  Lessor and the Lessee to report
         any known environmental  hazards which would restrict or jeopardize any
         maintenance  work  activities  in  shelters  or right of ways  areas of
         operations.

     e.  Lessor's  representatives that are responsible for initial restorations
         of a cut cable in Exhibit H shall carry the  appropriate  equipment put
         the cable back  together  using a temporary  splice.  Lessor shall also
         maintain an emergency  restoration plan and an inventory of spare cable
         at strategic locations to facilitate timely restoration.

     f.  Upon a Cable  System's  emergency  restoration  event,  the Lessor will
         notify the Lessee at (1) hour  intervals  until the emergency  event or
         restoration is completed.














                                       4

<PAGE>



                                    Exhibit D

             Fiber Cable Splicing, Testing and Acceptance Standards


1.   Lessor  will  perform  all  tests,  provide  documentation,  and  meet  the
     standards identified in this exhibit. Analysis of final bi-directional OTDR
     data will be the tool used to make final acceptance of the fibers.

2.       Acceptance Standards

      A. Pigtail Traces

         When  pigtails are  attached to the end of the cable,  the pigtail test
         will be  performed  for that site.  A 1-km launch reel that matches the
         backbone cable will be attached  between the OTDR and the pigtail.  The
         loss of the pigtail  splice and connector will be measured and recorded
         at 1550 nm.  Lessor  will  provide  the Lessee  with a copy of the OTDR
         traces of all pigtail splices stored on diskette.

         The loss value of the pigtail  connector and its associated splice with
         matching mode field diameters will not exceed .5dB at 1550 nm. The loss
         value  of  the  pigtail   connector  and  its  associated  splice  with
         mismatched mode field diameters should not exceed .8 dB.

      B. Bi-directional Traces

         Bi-directional  OTDR traces will be taken  without a launch reel.  OTDR
         traces should be taken in both directions at 1550 nm. Loss measurements
         for  each  splice  point  should  be  measured  and  recorded  in  both
         directions.  These loss values should then be averaged.  The traces for
         all fibers should be recorded on diskette and provided to the Lessee.

           NOTE:These  measurements  MUST BE MADE AFTER THE SPLICE  HANDHOLE  OR
           MANHOLE IS CLOSED in order to check for macro-bending problems.

              1.  Field Splices

                  The objective for each splice is an averaged loss value of 0.1
                  dB or less when measured bi-directionally with an OTDR at 1550
                  nm. If after 3 attempts,  Lessor is not able to produce a loss
                  value of 0.1 dB or less  bi-directionally at 1550 nm, then 0.3
                  dB or less  bi-directionally  at  1550 nm will be  acceptable.
                  Fibers not  meeting the 0.1 dB or less  specification  will be
                  identified as Out Of Specification (OOS). Documentation of the
                  three  attempts  (reburns)  to  bring  the  OOS  fiber  within
                  specification will be provided.

      C. Light Source and Power Meter Test

         A  bi-directional  End to End test will be performed on each fiber in a
         span at 1550 nm with a Light  Source and Power  Meter.  The  purpose of
         this test is to  determine  actual  span  loss and to prove  there is a
         one-to-one   correspondence   of  all  fibers.   It  is  the   Lessor's
         responsibility  to insure proper  continuity of all fibers at the fiber
         level,  not just the pigtail level. Any "frogs" or fibers that cross in
         the  route  will  be  remedied  by  Lessor.  The  following  span  loss
         calculation will be used:


                                       1
<PAGE>


                  (A * L) + (0.1 * N) + C = Acceptable Span Loss

                  A = Attenuation per KM at 1550 nm
                  L = Optical length of cable measured in kilometers  (from OTDR
                  Trace) N = Number of splices in a span C = Connector loss. The
                  connector loss will not exceed .5dB. The section
                         test will  have (2)  pigtail  connectors/splices  under
                         test, so 1.0dB will be allowed for this loss.

           NOTE: IXC CABLE ACCEPTANCE CAN PROVIDE AN EXCEL SPREADSHEET  FORMATED
           ON DISK FOR ENTRY OF DATA


3.       Naming of Traces

         OTDR traces taken for  bi-directional  testing,  and the OTDR traces of
         the pigtail splice must be recorded on floppy  diskette and provided to
         Lessee. To name the traces, each party will provide alpha abbreviations
         for  the  sites.  The  8-character  file  name  plus  3-character  file
         extension name should follow this example:

                  First  four  letters  =  source  point   Letters  5,  6,  7  =
                  Destination  point 8th letter =  wavelength  Extension = fiber
                  number

             Examples:

                  Springfield to Lebanon at 1550 nm, fiber 96 = sgfdlbn5.096

                  Springfield to Monett pigtail trace on fiber 1 = sgfdmntp.001

           NOTE: ALL HEADER INFORMATION ON OTDR TRACE MUST BE COMPLETED.


4.       OTDR Setup
         
           NOTE: BEFORE THE START OF ANY TESTING, ALL CONNECTORS WILL BE CLEANED
           PURSUANT TO MANUFACTURER'S SPECIFICATIONS

A.       The OTDRs  that are  acceptable  for  testing  are the Laser  Precision
         TD3000 and CMA 4000.  These must have a floppy  disk drive for  storing
         the trace files. Again, it should be noted that it is vital that during
         all tests (OTDR,  power meter,  etc.),  that all  connectors are clean.
         This can  dramatically  affect test  results.  The  following  settings
         should be used.


Index of Refraction
Fiber type                               1550 nm
AT&T TruWave                              1.4700
AT&T Depress Clading                      1.4670
Corning SMF-28                            1.4684
Sumitomo                                  1.4670
Corning SMF-LS                            1.4700
LEAF                                      1.4690

                                       2
<PAGE>

OTDR Parameters             TD3000                     TD4000
                            1550 nm                    1550 nm
                            ----------------------------------------------------
Pigtail                     8 km range                 4 km  Range
                            50 ns pulse                50 ns pulse
                            1 m resolution             .5 resolution
                            10 Seconds                 30 Seconds
                            NOTE:  INSURE              NOTE:  INSURE
                            VERTICLE AND               VERTICLE AND
                            HORIZONTAL OFFSETS         HORIZONTAL OFFSETS
                            ARE SET AT 0               ARE SET AT 0




Bi-directional              1550 nm                    1550 nm
                            ----------------------------------------------------
                            64 km range                64 km range
                            500 ns pulse               1001 ns pulse
                            4 m resolution             4 m resolution
                            Medium averaging           Time: 1.5 min.
                            NOTE: FOR SPANS            NOTE: FOR SPANS
                            LONGER THAN 64 KM,         LONGER THAN 64 KM,
                            SET AT 128 KM              SET AT 128 KM
                            SETTING                    SETTING

                            2000 ns                    2500 ns
                            ----------------------------------------------------
                            4 m resolution             4 m resolution
                            Time: 1.5 min              Time: 1.5 min


5.       Test Packages

         Lessor shall provide a package  containing  the following test data for
         each fiber. All data provided should be saved on diskette.

         A.   OTDR span traces taken at 1550 nm.
         B.   Pigtail traces taken for each fiber.
         C.   An Excel  spreadsheet  containing the power meter and light source
              data for both  directions  at 1550 nm.  Should  also  include  the
              average for each fiber.
         D.   A document identifying splice points with OOS test results. Should
              also include documentation supporting the three reburn attempts.

                                       3
<PAGE>



                                  EXHIBIT E - 1

                 Standard Construction and Fiber Specifications

Buried Cable Specifications


1.       General

         The  intent of this  document  is to  outline  the  specifications  for
         construction of a fiber optic cable system.  In all cases the standards
         contained in this  document,  or the  standards of the federal,  state,
         local or private  agency  having  jurisdiction,  whichever is stricter,
         shall be followed.

2.       Material

         Steel or PVC conduit shall be minimum schedule 40 wall thickness.

         Any  exposed  steel  conduit,   brackets  or  hardware  (i.e.,   bridge
         attachments) shall be hot-dipped galvanized after fabrication.

         All split steel shall be flanged.

         Handholes shall have a minimum H-15 loading rating.

         Manholes shall have a minimum H-20 loading rating.

         Buried cable  warning tape shall be a minimum of three inches (3") wide
         and display  "Warning-Buried  Fiber Optic Cable," a company name,  logo
         and emergency One Call 800 number  repeated  every  twenty-four  inches
         (24").

         Warning signs will display universal do not dig symbol, "Warning-Buried
         Fiber Optic Cable," company name and logo, local and emergency One Call
         800 numbers.

3.       Minimum Depths

         Minimum  cover  required  in  the  placement   conduit/cable  shall  be
         forty-two inches (42"), except in the following instances:

         The minimum cover in ditches adjacent to roads, highways, railroads and
         interstates  is  forty-eight  inches  (48") below the clean out line or
         existing grade, whichever is greater.

                                       1
<PAGE>

         The minimum cover across streams,  river washes, and other waterways is
         sixty  inches  (60")  below  the  clean  out  line or  existing  grade,
         whichever is greater.

         At locations where fiber optic cable cross other  subsurface  utilities
         or other structures,  the fiber optic  cable/conduit shall be installed
         to provide a minimum of twelve inches (12") of vertical  clearance from
         utility/obstacle. The fiber optic cable/conduit can be placed above the
         utility/obstacle, provided the minimum clearance and applicable minimum
         depth can be maintained;  otherwise the fiber optic  cable/conduit will
         be installed under the existing utility or other structure.

         In rock,  the  cable/conduit  shall be placed to  provide a minimum  of
         eighteen inches (18") below the surface of the solid rock, or provide a
         minimum of forty-two (42") of total cover, whichever requires the least
         rock excavation.

         Where  existing  pipe is used,  current depth is  sufficient.  However,
         either party will exercise commercially reasonable efforts to lower any
         exposed pipe to avoid damage to the pipe, innerduct and fiber cable due
         to foreseeable operations over the affected right-of-way.

4.       Buried Cable Warning Tape

         All cable/conduit will be installed with buried cable warning tape. The
         warning  tape shall be laid a minimum of twelve  inches (12") above the
         cable/conduit. The warning tape shall generally be placed at a depth of
         twenty-four (24") below grade and directly above the cable/conduit.

5.       Conduit Construction

         Conduits may be placed by means of trenching,  plowing,  jack and bore,
         mini-directional  bore or directional bore.  Conduits will generally be
         placed on a level grade  parallel  to the  surface,  with only  gradual
         changes in grade elevation.

         Steel conduit will be joined with threaded collars, Zap-Lok or welding.
         (Welding is the preferred method.)

         All paved city, county,  state,  federal and interstate  highways,  and
         railroad crossings will be encased in steel conduit,  where required by
         permitting agency only.

         All longitudinal  cable run under paved streets will be placed in steel
         or concrete  encased PVC conduit,  where required by permitting  agency
         only.

         All cable placed in metro areas will be placed in steel or concrete PVC
         conduit, where required by permitting agency only.

         Metro  areas shall be defined as areas  where  either of the  following
         conditions exist:

                                       2
<PAGE>

         1)       Developed and improved areas.

         2)       High growth areas.

         All crossings of major streams,  rivers,  bays and navigable  waterways
         will be placed in HDPE, PVC or steel conduit.

         At all foreign  utility/underground  obstacle crossings,  steel conduit
         will be placed and will extend at least five feet (5') beyond the outer
         limits of the obstacle in both directions, where required by permitting
         agency only.

         All jack and bores will use steel conduit.

         All  directional  and  mini-directional  bores  will  use HDPE or steel
         conduit.

         Any cable placed in swamp or wetland areas will be placed in HDPE,  PVC
         or steel conduit.

         All conduits placed on bridges will be steel.

         All conduits  placed on bridges shall have an expansion joint placed at
         each   structural   (bridge)   expansion   joint  or  at  least   every
         one-hundred-fifty feet (150'), whichever is the shorter distance.

6.       Innerduct Installation

         Innerduct(s) shall be installed in all steel conduits. No cable will be
         placed directly in any split/solid steel conduit without innerduct.

         Innerduct(s)  shall extend  beyond the end of all conduits a minimum of
         eighteen inches (18").

7.       Cable Installation in Conduit

         The fiber optic cable shall be installed  using a power  pulling  winch
         and hydraulic powered assist pulling wheels.  The maximum pulling force
         to be applied to the fiber optic cable shall be six hundred pounds (600
         lbs.).  Sufficient pulling assists will be available and used to insure
         the maximum pulling force is not exceeded at any point along the pull.

         The  cable  shall be  lubricated  at the reel  and all  pulling  assist
         locations.

         A pulling swivel breakaway rated at six hundred pounds (600 lbs.) shall
         be used at all times.

                                       3
<PAGE>

         Splices will only be allowed at planned  junctions  and reel ends.  The
         cable  will not be cut and  spliced  for the  contractor's  convenience
         during the cable pulling operation.

         A minimum  of twenty  meters  (20m) of slack  cable will be left in all
         intermediate handholes and manholes.

         A minimum  of thirty  meters  (30m) of slack  cable will be left in all
         splice locations.

         A minimum  of fifty  meters  (50m) of slack  cable  will be left in all
         facility locations, i.e., POP sites, switch sites, regens or CEV's.

8.       Manholes and Handholes

         Manholes shall be placed in traveled  surface  streets,  and shall have
         locking lids.

         Handholes  shall be placed in all other areas,  and be installed with a
         minimum of eighteen (18") of soil covering lid.

9.       EMS Markers

         EMS  Markers  shall be  placed  directly  above  the lid of all  buried
         handholes.  EMS markers  fabricated  into the lids of the handholes are
         acceptable.

10.      Cable Markers (Warning Signs)

         Cable  markers  shall be installed at all changes in cable running line
         direction,  splices, pull boxes, assist pulling locations,  and at both
         sides of street,  highway or railroad  crossings.  At no time shall any
         markers be spaced more than five  hundred  feet  (500')  apart in metro
         areas or within line of site  exceeding  one thousand  feet (1,000') in
         non-metro  areas.  Markers shall be positioned so that they can be seen
         from the location of the cable and generally  set facing  perpendicular
         to the cable running line.

         Splices and pull boxes shall be marked on the cable marker post.

11.      Safety and Environmental

         All work will be done in strict  accordance  with federal,  state,  and
         local   applicable   private  rules  and  laws  regarding   safety  and
         environmental issues, including those set forth by OSHA and the EPA.

                                       4
<PAGE>

  This section of Exhibit E contains various schematic drawings of fiber optic
                                   equipment.

<PAGE>


                               TABLE OF CONTENTS




1.0       INTRODUCTION                                                  1

2.0       INSTALLATION OVERVIEW                                         1

              2.1 EQUIPMENT/SETUP                                       2

              2.2 STRINGING                                             6

              2.3 SAGGING/CLIPPING IN                                   8

              2.4 HARDWARE                                              10

3.0       SPLICING PROCEDURES                                           12

              3.1 SPLICE ENCLOSURE                                      18

              3.2 CABLE PREPARATION                                     13




<PAGE>


FOCAS                                         SkyLite(TM) Installation Guideline


1.0      INTRODUCTION


SkyLite(TM),  FOCAS  OPGW  (Optical  Ground  Wire)  comes  in a  wide  range  of
diameters,  fiber counts, weights and tensile strengths.  However,  installation
procedures for OPGW do not vary much over this range.  This document is intended
as a broad  guideline  which should be  applicable  to most OPGW  installations.
FOCAS   recommends  that  the  IEEE  Guide  to  the   Installation  of  Overhead
Transmission  Line  Conductors  (IEEE Std.  524),  latest  revision,  be used in
conjunction   with  this  document  as  a  guideline  for  the  Installation  of
SkyLite(TM).  This document is intended as a broad guideline for power utilities
and  contractors  and  therefore  does  not  attempt  to  cover  every  possible
installation  configuration.  Any inquiries for more detail on a specific  topic
relating  to  SkyLite(TM)   installations   should  be  directed  to  the  FOCAS
Engineering Department who will be glad to provide any possible help.

2.0      INSTALLATION OVERVIEW

This section discusses the methods and hardware utilized during the installation
of  SkyLite(TM),  "Tension  Stringing" is recommended  wherever  possible.  This
method  is  accomplished  by  stringing  the  SkyLite(TM)  through  a series  of
temporary  sheave wheels located at each structure.  Constant tension is applied
to the SkyLite(TM) by a tensioner  located at the payoff end. The SkyLite(TM) is
supported  by the sheave  wheels  until  tensioning  is complete and hardware is
installed.  Adequate  tension  must be  maintained  to  provide  clearance  from
conductors and the ground underneath the SkyLite(TM).  Other methods such as the
"Moving  Reel/Payoff"  method can be used, but are not covered in this document.
Please  consult  FOCAS  Engineering   Department  if  intending  to  pursue  any
installation  method other than  "Tension  Stringing".  During  installation  of
SkyLite(TM),  standard  shield wire support  hardware must not be used under any

                                       1
<PAGE>

circumstances.  Most  standard  shield wires are spliced  using  compression  or
preformed type  connectors.  It is not possible to splice the  SkyLite(TM)  with
this type of hardware.

OPGW hardware must be used during  installation  of  SkyLite(TM).  This includes
deadends, suspensions,  vibration dampers and other attachment hardware designed
specifically for OPGW. Recommended hardware and manufacturers will be covered in
section 2.4

Cable  splice   locations  must  be  determined   before   installation  of  the
SkyLite(TM).  These  locations are normally  determined  by field  investigation
where access can be readily made for splicing and future  maintenance.  The reel
length should be of sufficient length to allow enough excess cable for splicing.

2.1      EQUIPMENT / SETUP

Standard conductor stringing equipment  (tensioners,  pullers, etc.) can usually
be utilized to install SkyLite(TM), however they must meet IEEE std. 524, latest
version.

One important  distinction  is that OPGW generally  requires  sheave wheels with
larger groove  diameters  than regular  shield wire or conductor.  The following
minimum sheave wheel dimensions are required by FOCAS:

     1. For tangent structures the minimum groove diameter of sheave wheels must
        be 25 x OPGW outer diameter.

     2. For angle structures the minimum groove diameter of sheave wheels varies

                                       2
<PAGE>

     with the degree of  deflection  angle.  The  following  is  minimum  groove
     diameter for various angles:

                  Up to 20 degrees              30 x OPGW outer diameter
                  Up to 40 degrees              40 x OPGW outer diameter
                  Up to 60 degrees              60 x OPGW outer diameter

These  diameters  are based on a maximum  stringing  tension of 20% of the Rated
Breaking  Strength (RBS) of the  SkyLite(TM).  Reduced groove diameter of sheave
wheels may be utilized if the stringing tension is also reduced.
Consult FOCAS for recommendations.

     3. For angle structure up to 90 degrees, multi-sheave wheel assemblies must
        be  used  along  with  reduced  stringing  tension.  Consult  FOCAS  for
        recommendations.

Variations  to these  requirements  must be made under certain  conditions.  The
FOCAS  Engineering  Department  will assist in  determining  specifications  for
varying conditions.

All sheave wheels must be lined with neoprene or elastomer product.  This lining
must be continually inspected to assure it is in good condition.

On angle structures where one or two sheave assemblies are being used it is most
important that the sheave assembly be properly installed so the SkyLite(TM) will
not jump out of the groove and be damaged.

Uplift  rollers  (which  attach to the  installation  sheave  wheel) or holddown
blocks (which are separate blocks) need to be placed where uplift of the pulling
line is  likely  to  occur  (due to its  higher  tension/weight  ratio  than the
conductor).  This will typically  occur going up inclines or at a low point in a


<PAGE>

                                       3
section.  These  devices  should also have a  breakaway  feature in the event of
fouling or incorrect installation.

The bull wheel tensioners must be of the multi-groove  type. All grooves must be
lined with neoprene or an acceptable  elastomer  coating.  Single  V-groove bull
wheel  tensioners must be evaluated on an individual  basis to determine if they
are acceptable to be used under certain conditions.

Groove  diameter  of all bull  wheels  must be a  minimum  of 70 X D (where  "D"
represents the outer diameter of the OPGW).

Tandem  bull  wheels  must be so  aligned  that the  offset of  grooves  will be
approximately one half (1/2) of groove spacing.

The tensioner must be capable of sustaining the recommended pulling tension even
when stopped.  The tensioner must have an accurate  tension control system.  The
pulling and braking  systems  should  operate  smoothly and must never cause any
sudden jerking or bouncing of the SkyLite(TM).

The reel stand must be an integral part of the tensioner or attached  solidly to
the tensioner to prevent  movement  between the  tensioner  and the  SkyLite(TM)
reel.

The  SkyLite(TM)  reel  must be placed on the reel  stand  with the  SkyLite(TM)
feeding  off  the top of the  reel.  For  left-hand  direction  of lay of  outer
strands,  the  SkyLite(TM)  must enter the bull wheel on the right side and pull
off from the left. This arrangement is necessary to avoid any tendency to loosen
the outer layer of strands as the SkyLite(TM)  passes over the bull wheels.  The
payoff reel and tensioner must be setup so that the horizontal distance from the

                                       4
<PAGE>

tensioner  to the first  structure  is three times the height of the  attachment
point on the first  structure  or a 3:1 ratio.  Likewise  the puller and take-up
reel must be  located  away from the last  structure  with the same 3:1 ratio of
horizontal  distance  to vertical  height.  The cable reel must not be used as a
tensioning  device  during  installation.  The reels are not  designed  for this
purpose and the cable could be damaged.

                            GRAPHIC ILLUSTRATED TEXT

Wood reels with  SkyLite(TM)  require  special  handling.  To life a wood reel a
chain or cable around the mandrel or through the arbor holes must be attached to
a spreader bar to prevent smashing the reel top and damaging the fibers.

All wood lagging must remain in place on all reels until placed on pay-out racks
and rack is in position for cable stringing.

All reels with SkyLite(TM) must be stored and transported on edge.

When SkyLite(TM)  cables are received from the manufacturing  plant, they should
be tested to verify  continuity  and actual  length of the  cable.  It should be
pointed out that the actual length of the SkyLite(TM)  cable is shorter than the
length of the fibers.

                                       5
<PAGE>


                            GRAPHIC ILLUSTRATED TEXT

2.2      STRINGING

FOCAS recommends that the maximum pulling tension must be 20% of the SkyLite(TM)
Rated Breaking Strength (RBS). The actual tension used must be kept constant and
chosen such that adequate  clearance is maintained  both by the  SkyLite(TM) and
the  attached  anti-rotation  devices  (see  drawing in back of manual) over any
conductors and the ground  underneath the SkyLite(TM).  Contact with the ground,
buildings,  trees and other  conductors  could  damage  the cable.  The  maximum
pulling speed must be 250 feet per minute (2.85 mph) (4.59 km/h).

The speed of the pull should always be slowed  considerably as an  anti-rotation
device approaches a sheave wheel in order to allow the  anti-rotation  device to
pass smoothly through the sheave wheel.

Stranded wire or nylon ropes can be used as pulling lines. The line must also be
rated strong  enough to  withstand  the  installation  tension  required.  If an
existing shield wire is being replaced by  SkyLite(TM),  then it can potentially
be used as a pulling line for the  SkyLite(TM).  However,  its condition must be
carefully  assessed  in advance to ensure  that it will  withstand  the  pulling

                                       6
<PAGE>

tensions  and will not fail  during the pulling  operation.  In  particular  all
splices on the existing groundwire must be tested for adequate strength.  If the
strength of the existing cable is questionable,  then it must be replaced with a
pulling line.

An  anti-rotation  device  must  be  used  between  the  pulling  line  and  the
SkyLite(TM)  to insure  that the  cable  does not  rotate  while  being  pulled.
Variations  of these devices have been  successfully  used.  Please  consult the
FOCAS  Engineering  Department for any inquiries  regarding a particular form of
anti-rotation device.

SkyLite(TM)  must be attached  with  Kellem  grips of the  appropriate  size and
firmly fastened to the cable with screw type or punch clamps. The Kellem grip is
then  attached to a dummy  swivel  which is then  attached  to an  anti-rotation
device if the anti-rotation  device is separate from the SkyLite(TM)  cable. The
leading edge of the anti-rotation  device is attached to the pulling line with a
full swivel. If the tails of the anti-rotational  device are mounted directly on
the SkyLite(TM), then the Kellem grip is attached to the full swivel and pulling
line.

Traveling  grounds must be installed  on the  SkyLite(TM)  as it leaves the bull
wheel tensioner to protect craftsmen in case the cable may inadvertently come in
contact with an energized  circuit or be energized by induction  from a parallel
circuit or be hit by a lightning  strike.  The tensioner  and pulling  equipment
must also be grounded.

Guard  structures  or  miscellaneous  types of rope or insulator  guards must be
installed for foreign power and telephone lines,  miscellaneous obstructions and
road and railroad crossings.

When  SkyLite(TM)  has been strung  (installed)  and while still under stringing
tension,  screw  type  (tubing)  clamps  must be  installed  at each  end of the

                                       7
<PAGE>

SkyLite(TM)  cable.  These clamps will prevent the outer strands from  unwinding
from the channel core.

It is possible to pull through several large angles on one stringing section. If
a  customer  has any  concerns  regarding  the  number/severity  of  angles on a
stringing  section  they should  contact the FOCAS  Engineering  Department  for
advice or recommendations.

At all  angles  greater  than 60  degrees,  FOCAS  recommends  that a lineman be
positioned close enough to the sheave wheel to assist the  anti-rotation  device
as it passes through the sheave wheel. If this is not feasible then there should
be a lineman on the ground, in direct contact with the puller operator,  in case
of any problems that may arise as the anti-rotation  devices pass through sheave
wheels.  Communications  should  be  maintained  between  the  puller  operator,
tensioner  operator and at each  structure as the  anti-rotation  device  passes
through the sheave wheel.

Proper  communications  between all craftsmen when  installing  SkyLite(TM)  are
critical to assure safe and efficient  installations.  Radio communications on a
private local frequency is the most viable mode of communications.

2.3      SAGGING/CLIPPING IN

SkyLite(TM) is sagged in an identical manner to standard shield wires.

Three methods of sagging to arrive at the correct sag/tension are:

     1. Stop watch 
     2. Target 
     
 

<PAGE>

                                      8
     3. Dynamometer

The stop watch method is satisfactory for short spans only. The target method is
the most accurate method used on a wide range of spans.  The dynamometer  method
is acceptable if used on all sag sections.

Sag checks must be made for each 1 -1/4 miles  (2kms) of line  section to assure
proper sags and tensions between deadend towers.  The correct sag and tension is
dependent  on a number of factors  including  span length and  temperature.  Sag
tables are available from FOCAS for this purpose.

When the SkyLite(TM) is to be tensioned for sagging and deadending, a pocketbook
type  (come-along)  grip is to be used for clamping on the cable. This grip must
have  a  groove  diameter  honed  to  match  the  exact  outer  diameter  of the
SkyLite(TM) cable. The only substitute for this would be an OPGW deadend.

SkyLite(TM)  should  be  clipped  in and  grounds  installed  within 24 hours of
sagging  and  deadending.  In an  emergency  this may be extended to 48 hours if
during the first 24 hours,  grounds  are  installed  to  dissipate  a  lightning
strike.

Aeolian vibration can cause damage to unclipped and undampered SkyLite(TM) if it
is left for extended periods of time in stringing  sheaves.  Vibration can be at
its highest at initial installation tensions.

Always be familiar and observe all of your  company's  safety rules when working
with overhead  electric lines.  These  installation  recommendations  should not
supersede any safety practices.

                                      9
<PAGE>

2.4      HARDWARE

Under no  circumstances  should  standard shield wire hardware be used during an
SkyLite(TM) installation.  Many hardware manufacturers provide hardware designed
specifically  for use with  OPGW.  FOCAS  recommends  Preformed  Line  Products,
Dulmison  or Alcoa.  If a  customer  wishes to use any other  manufacturer  they
should first contact the FOCAS Engineering Department.

Hardware for SkyLite(TM) installations includes deadends, suspensions, vibration
dampers, downlead cushions, splice enclosures and miscellaneous tower attachment
hardware (anchor shackles, clevises etc.).

Deadends are installed at the first and last tower of any stringing  section and
also on  angles  which  are too great  for  suspensions.  Suspensions  or double
suspensions  are  used  at all  other  towers.  The  maximum  angle  for  single
suspensions  is 30 degrees and for double  suspensions  is 60 degrees.  Downlead
cushions  are used to guide the  SkyLite(TM)  down the tower from the deadend to
the splice enclosure.

Downlead cushions should be spaced approximately every five- (5) feet (1.5m). On
wood or  laminated  poles,  lag  screws  or bolts  are used to  attach  downlead
cushions. On steel poles some utilities will allow holes to be bored and tapped,
while others will require  stainless steel banding be used.  Concrete poles also
call for  stainless  steel banding for all downlead  cushions.  On lattice steel
towers,  downlead  cushions are installed by boring and installing  bolts or the
use of clamps over the steel members.

                                       10
<PAGE>

                            GRAPHIC ILLUSTRATED TEXT

Appropriate  downlead cushion extensions must be located so the SkyLite(TM) will
clear all steel  members.  Lattice  steel towers tend to vibrate  under  certain
atmospheric conditions. If the SkyLite(TM) is allowed to touch the steel members
the vibration could cause abrasion resulting in failure of the cable and optical
fibers.

On certain power lines the shield wire is insulated. This could require downlead
cushions to be mounted on  insulators  and must assure  there is no contact with
steel tower members. A special  investigation and/or design is required for each
installation.  Contact FOCAS Engineering for questions  regarding insulated OPGW
system.

The splice box  enclosure  contains  the trays for  mounting  the optical  fiber
splices which are normally fusion spliced.  Most utilities require the enclosure
to be placed inside a bullet-proof container. This container is either bolted or
banded to the tower leg approximately eighteen (18) feet (5.5m) above the ground
line.

                                       11
<PAGE>

Vibration  dampers are  installed  to suppress  Aeolian  vibration  which can be
induced in the installed  SkyLite(TM)  by local  environmental  conditions.  The
number of vibration  dampers to be  installed  is  dependent on several  factors
including  ruling span,  tensions and loading  conditions.  Recommendations  for
vibration  dampers are available from the FOCAS  Engineering  Department or from
the vibration damper manufacturer.

Vibration  dampers  are  manufactured  in  three  basic  designs.  They  are the
stockbridge,  dogbone,  and spiral type.  Other  designs are being  investigated
including mid-span dampers.

Stockbridge  and dogbone type vibration  dampers are mounted on the  SkyLite(TM)
with bolted clamps.  These clamps must be tightened to a specified  torque using
calibrated  torque  wrenches.  Torque  specifications  are  recommended  by  the
manufacturers of vibration dampers.

3.0      SPLICING PROCEDURES

The fibers of consecutive stringing sections must be spliced together to form an
optical path.  These splices are inserted in a splice  enclosure for protection.
Several methods are available to splice the fibers but fusion splicing is by far
the most popular.

Allowance must be made for splicing when  calculating reel lengths in advance of
installation  and when  cutting the  SkyLite(TM)  after  pulling,  sagging,  and
clipping in.  Adequate  excess must be left to allow the SkyLite(TM) to run down
the tower and some extra to allow the person  performing  the  splicing  room to
work with the SkyLite(TM) at ground level.

                                       12
<PAGE>

Splicing  procedures  are  maintained by the splicing  contractor.  Consult your
splicing contractor for splicing  procedures.  See section 3.2 for a description
on cable preparation for splicing.

3.1      SPLICE ENCLOSURE

The splice  enclosure  is  typically  mounted  on the side of the tower  roughly
eighteen  (18) feet (5.5m) above the ground.  The height above ground is usually
adequate to keep the splice  enclosure  out of reach of vandals,  children  etc.
Once the fibers are  spliced  together  and the  splices  are  mounted on splice
trays, the trays are inserted into the splice enclosure which is attached to the
tower. The splice enclosure can be attached to the structure by means of several
methods, or inserted into a bulletproof container.  Consult the splice enclosure
manufacturer  for details.  Excess  SkyLite(TM) is coiled up and attached to the
tower  under,  around or beside  the  splice  enclosure.  The cable  coil can be
attached to the structure by the use of modified  downlead cushions or stainless
steel  banding.  This will allow the enclosure to be easily  accessed for future
maintenance if required. The coil should be at least three- (3) feet (0.91 m) in
diameter to avoid excessive bending and damage to the cable and fibers.

3.2      CABLE PREPARATION

Measure and mark ten (10) feet (3 m) of cable for splice  preparation.  Attach a
hose clamp at the ten (10) feet (3 m) mark.  This will keep the outer strands in
place while the strands are cut. Use a hacksaw to cut the strands six (6) inches
(15 cm) from the clamp  making  sure not to cut too far and damage  the  channel
core and fiber.  Remove the strands  (and  aluminum  tape if  present)  from the

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<PAGE>

cable,  exposing the aluminum core with the buffer tubes.  Unwrap the additional
six (6)  inches (15 cm) of  strands  (and  remove  additional  aluminum  tape if
present)  so that it will be  possible  to apply  sealing  tape  around the core
underneath the ends of the wires.  Sealing tape is available from Preformed Line
Products part # 80801796 and General Sealant Co. part #GS-37.

Clean the surface  under the wires and around the channel  core so that the tape
will  adhere to the core.  Apply one (1) or two (2)  half-lapped  layers of tape
around  the  channel  core so that when the wires are again  wrapped  around the
core, the excess tape will fill the  interstices  between the wires when the end
cap is  applied.  Rewrap the wires  around the core and the  sealing  tape.  The
sealing  tape  should be located  under the last six (6) inches (15 cm) of wire.
Prepare the outside of the wires in a similar fashion  applying  sealing tape to
the last six (6) inches (15 cm) of stranding.

Install  the  cable  in  the  splice   enclosure  end  cap  per   manufacturer's
recommendations.  Carefully remove the buffer tubes from the exposed core one at
a time.  Be careful not to kink the tubes during the  handling.  Cut the core so
that two (2)  inches  (5 cm) will  extend  from the ends of the  stranded  wire.
Remove any burrs from the channel  core slots that may appear  after  cutting so
the tubes will fit in place. Replace tubes in the slots and wrap electrical tape
around the  remaining  two (2) inches (5 cm) of core over lapping one half (1/2)
inch (1.2 cm)  beyond  the core.  This will  secure  the tubes and help  prevent
kinking the tubes  during  handling.  Secure the buffer tubes in the splice tray
per the manufacturer's instructions. After completion of the splicing operation,
assemble  the  splice   enclosure   in   accordance   with  the   manufacturer's
recommendations.  Repeat the above  procedure  for each cable end that will need
splicing.

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<PAGE>

                            GRAPHIC ILLUSTRATED TEXT

     For additional questions,  please contact FOCAS  Engineering  Department at
     770-664-4949.

<PAGE>

                           GRAPHIC ILLUSTRATED DIAGRAM
                          OPGW ANTI-ROTATIONAL DEVICE


<PAGE>

                                    EXHIBIT E

                        Fiber Performance Specifications




         The following span loss calculation will be used:

                  (A * L) + (0.1 * N) + C = Acceptable Span Loss

                  A = Attenuation per KM at 1550 nm (see note below) L = Optical
                  length of cable  measured in kilometers  (from OTDR Trace) N =
                  Number of splices in a span C = Connector  loss. The connector
                  loss will not  exceed  .5dB.  The  section  test will have (2)
                  pigtail  connectors/splices  under  test,  so  1.0dB  will  be
                  allowed for this loss.


         Acceptable Attenuation ("A") on any span shall be equal to or less than
         0.24 dB per KM.





<PAGE>


                                    EXHIBIT F

                               Equipment Shelters

         [To be Added Later by Amendment as Negotiated by Both Parties]




<PAGE>


                                    EXHIBIT G

                           Collocation Agreement Form

         [To be Added Later by Amendment as Negotiated by Both Parties]