<PAGE>

                                     RESALE
                                    AGREEMENT

                                     BETWEEN

                         U S WEST COMMUNICATIONS, INC.

                                       AND

                                  ESSENTIAL.COM

                                       FOR

                                   WASHINGTON










                                                                       Page i


<PAGE>


                               TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
PART A - GENERAL TERMS .....................................................   1

 (A)1. SCOPE OF AGREEMENT ..................................................   1
 (A)2. DEFINITIONS .........................................................   3

 (A)3. TERMS AND CONDITIONS ................................................   4
   (A)3.1 GENERAL PROVISIONS ...............................................   4
   (A)3.2 TERM OF AGREEMENT ................................................   4
   (A)3.3 PROOF OF AUTHORIZATION ...........................................   5
   (A)3.4 PAYMENT ..........................................................   6
   (A)3.5 TAXES ............................................................   7
   (A)3.6 FORCE MAJEURE ....................................................   7
   (A)3.7 LIMITATION OF LIABILITY ..........................................   8
   (A)3.8 INDEMNITY ........................................................   8
   (A)3.9 INTELLECTUAL PROPERTY ............................................  10
   (A)3.10 WARRANTIES ......................................................  12
   (A)3.11 ASSIGNMENT ......................................................  12
   (A)3.12 DEFAULT .........................................................  13
   (A)3.13 DISCLAIMER OF AGENCY ............................................  13
   (A)3.14 NONDISCLOSURE ...................................................  14
   (A)3.15 SURVIVAL ........................................................  15
   (A)3.16 DISPUTE RESOLUTION ..............................................  15
   (A)3.17 CONTROLLING LAW .................................................  17
   (A)3.18 JOINT WORK PRODUCT ..............................................  17
   (A)3.19 RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION ..................  17
   (A)3.20 NOTICES .........................................................  17
   (A)3.21 RESPONSIBILITY OF EACH PARTY ....................................  18
   (A)3.22 NO THIRD PARTY BENEFICIARIES ....................................  18
   (A)3.23 REFERENCED DOCUMENTS ............................................  18
   (A)3.24 PUBLICITY .......................................................  19
   (A)3.25 AMENDMENT .......................................................  19
   (A)3.26 EXECUTED IN COUNTERPARTS ........................................  19
   (A)3.27 HEADINGS OF NO FORCE OR EFFECT ..................................  19
   (A)3.28 REGULATORY APPROVAL .............................................  19
   (A)3.29 COMPLIANCE ......................................................  19
   (A)3.30 COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE FOR LAW ENFORCEMENT
           ACT OF 1994 ("CALEA") ...........................................  20
   (A)3.31 COOPERATION .....................................................  20
   (A)3.32 AVAILABILITY OF OTHER AGREEMENTS ................................  20

PART B - RESALE ............................................................  21

 (B)1. DESCRIPTION .........................................................  21

 (B)2. TERMS AND CONDITIONS ................................................  21

 (B)3. RATES AND CHARGES ...................................................  25


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<PAGE>


                               TABLE OF CONTENTS

 (B)4. ORDERING PROCESS ....................................................  26

 (B)5. BILLING .............................................................  27

 (B)6. MAINTENANCE AND REPAIR ..............................................  28

PART C - WHITE PAGES DIRECTORY LISTINGS ....................................  29

 (C)1. DESCRIPTION .........................................................  29

 (C)2. TERMS AND CONDITIONS ................................................  29

PART D- MISCELLANEOUS PROVISIONS ...........................................  32

 (D)1. NETWORK SECURITY ....................................................  32

 (D)2. ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS) .........................  32

 (D)3. U S WEST DEX ........................................................  47

 (D)4. NOTICE OF CHANGES ...................................................  47

 (D)5. MAINTENANCE AND REPAIR ..............................................  48

 (D)6. SERVICE PERFORMANCE .................................................  54

PART E - WASHINGTON RATES ..................................................  62

PART F - SIGNATURE .........................................................  64
</TABLE>


                                                                       Page iii

<PAGE>


                                                                          Part A
                                                                   General Terms

                             PART A - GENERAL TERMS

      This Resale Agreement is between essential.com ("RESELLER"), a Delaware
corporation, and U S WEST Communications, Inc. ("USW"), a Colorado
corporation.

(A)1. SCOPE OF AGREEMENT

      (A)1.1      Pursuant to this negotiated Resale Agreement ("Agreement"),
                  RESELLER and USW (collectively, "the Parties") will extend
                  certain arrangements to one another within the geographical
                  areas where USW is the incumbent Local Exchange Carrier within
                  the state of Washington for purposes of providing the resale
                  of local Telecommunications Services. This Agreement or the
                  portions of this Agreement relative to a particular state will
                  be submitted to the Washington Utilities and Transportation
                  Commission ("Commission") for approval. Notwithstanding this
                  mutual commitment, however, the Parties enter into this
                  Agreement without prejudice to any positions they have taken
                  previously, or may take in the future in any legislative,
                  regulatory, or other public forum addressing any matters,
                  including matters related to the types of arrangements
                  prescribed by this Agreement.

      (A)1.2      The provisions in this Agreement are based, in large part, on
                  the existing state of the law, rules, regulations and
                  interpretations thereof, as of the date hereof (the "Existing
                  Rules"). Among the Existing Rules are or could be the results
                  of arbitrated decisions by the Commission which are currently
                  being challenged by USW. Among the Existing Rules are certain
                  FCC rules and orders that are the subject of, or affected by,
                  the opinion issued by the Supreme Court of the United States
                  in AT&T CORP., ET AL. V. IOWA UTILITIES BOARD, ET AL. on
                  January 25, 1999. Nothing in this Agreement shall preclude or
                  stop USW from taking any position in any forum concerning the
                  proper interpretation or effect of the Existing Rules or
                  concerning whether the Existing Rules should be changed,
                  dismissed, stayed or modified. To the extent that the Existing
                  Rules are changed, vacated, dismissed, stayed or modified,
                  then the Parties shall amend this Agreement and all contracts
                  adopting all or part of this Agreement pursuant to Section
                  252(i) of the Act, shall be amended to reflect such
                  modification or change of the Existing Rules. Where the
                  Parties fail to agree upon such an amendment, it shall be
                  resolved in accordance with the Dispute Resolution provision
                  of this Agreement. It is expressly understood that this
                  Agreement will be corrected to reflect the outcome of generic
                  pricing proceedings by the Commission. This Section (A)1.2
                  shall be considered part of the rates, terms and conditions of
                  each service resale arrangement contained in this Agreement,
                  and this Section (A)1.2 shall be considered legitimately
                  related to the purchase of each service for resale arrangement
                  contained in this Agreement.

      (A)1.3      This Agreement is entered into as a result of both private
                  negotiations between the Parties and the incorporation of some
                  of the results of arbitrated decisions by the Commission,
                  acting pursuant to Section 252 (b) of the Act, and involving
                  interconnection/resale agreements of other parties. The
                  Parties have included for convenience certain rates, terms or
                  conditions in this Agreement which reflect


                                                                       Page 1


<PAGE>


                                                                          Part A
                                                                   General Terms

                  rates, terms or conditions established in some or all of those
                  other arbitrations. RESELLER acknowledges: (1) that those
                  rates, terms or conditions are extended only because of the
                  arbitrated results in other dockets, (2) that USW intends to
                  appeal certain of those decisions, and (3) that any
                  negotiations, appeal, stay, injunction or similar proceeding
                  impacting the applicability of those rates, terms or
                  conditions to the local service providers who were parties to
                  those arbitrations will similarly impact the applicability of
                  those rates, terms or conditions to Reseller. The Parties
                  further recognize that this Agreement is subject to the
                  generic proceedings by the Commission addressing the services
                  in this Agreement.

      (A)1.4      This Agreement sets forth the terms, conditions and prices
                  under which USW agrees to provide services for resale to
                  RESELLER, all for the sole purpose of providing
                  Telecommunications Services.

      (A)1.5      In the performance of their obligations under this Agreement,
                  the Parties shall act in good faith and consistently with the
                  intent of the Act. Where notice, approval or similar action by
                  a Party is permitted or required by any provision of this
                  Agreement, (including, without limitation, the obligation of
                  the Parties to further negotiate the resolution of new or open
                  issues under this Agreement) such action shall not be
                  unreasonably delayed, withheld or conditioned.

      (A)1.6      USW may make services and features available to RESELLER for
                  resale under this Agreement consistent with the way they are
                  available to USW end users, without a formal amendment to this
                  Agreement. Nothing herein prevents either Party from raising
                  other issues through additional good faith negotiations.

      (A)1.7      This Agreement is structured in the following format:

                  Part A - General Terms
                  Part B - Resale
                  Part C - Directory Services
                  Part D - Miscellaneous Provisions
                  Part E - Rates
                  Part F - Signature

      (A)1.8      Prior to placing any orders for services under this Agreement,
                  the Parties will jointly complete USW's "Reseller
                  Questionnaire". This questionnaire will then be used to:

                  Determine geographical requirements
                  Identify RESELLER Ids
                  Determine USW system requirements to support RESELLER specific
                  activity
                  Collect credit information
                  Obtain billing information
                  Create summary bills
                  Establish input and output requirements
                  Create and distribute USW and RESELLER contact lists
                  Identify client hours and holidays


                                                                       Page 2


<PAGE>


                                                                          Part A
                                                                   General Terms

(A)2. DEFINITIONS

      (A)2.1      "Act" means the Communications Act of 1934 (47 U.S.C. 151 et.
                  seq.), as amended by the Telecommunications Act of 1996, and
                  as from time to time interpreted in the duly authorized rules
                  and regulations of the FCC or a Commission within its state of
                  jurisdiction.

      (A)2.2      "Basic Exchange Features" are optional end user switched
                  services that include, but are not necessarily limited to:
                  Automatic Call Back; Call Trace; Caller ID and Related
                  Blocking Features; Distinctive Ringing/Call Waiting; Selective
                  Call Forward; and Selective Call Rejection.

      (A)2.3      "Basic Exchange Telecommunications Service" means a service
                  offered to end users which provides the end user with a
                  telephonic connection to, and a unique local telephone number
                  address on the public switched telecommunications network, and
                  which enables such end user to generally place calls to, or
                  receive calls from, other stations on the public switched
                  telecommunications network. Basic residence and business line
                  services are Basic Exchange Telecommunications Services. As
                  used solely in the context of this statement and unless
                  otherwise agreed, Basic Exchange Telecommunications Service
                  includes access to ancillary services such as 911, directory
                  assistance and operator services.

      (A)2.4      "Commission" means the Utilities and Transportation
                  Commission(s) in the state of Washington.

      (A)2.5      "Enhanced Services" means any service offered over common
                  carrier transmission facilities that employ computer
                  processing applications that act on format, content, code,
                  protocol or similar aspects of the subscriber's transmitted
                  information; that provide the subscriber with additional,
                  different or restructured information; or involve end user
                  interaction with stored information.

      (A)2.6      "Interconnect & Resale Resource Guide" is a USW document that
                  provides essential information needed to request services
                  available under this Agreement. It is available on USW`s Web
                  site.

      (A)2.7      "Interexchange Carrier' or "IXC" means a carrier that provides
                  interLATA or IntraLATA Toll services.

      (A)2.8      "IntraLATA Toll" is defined in accordance with USW's current
                  intraLATA toll serving areas, as determined by the Federal
                  Communications Commission.

      (A)2.9      "Local Exchange Carrier" or "LEC" means any person that is
                  engaged in the provision of telephone exchange service or
                  exchange access. Such term does not include a person insofar
                  as such person is engaged in the provision of a commercial
                  mobile service under Section 332(c) of the Act, except to the
                  extent that the FCC finds that such service should be included
                  in the definition of such term.

      (A)2.10     "Party" means either USW or RESELLER and "Parties" means USW
                  and RESELLER.


                                                                       Page 3


<PAGE>

                                                                          Part A
                                                                   General Terms

      (A)2.11  "Reseller" is a category of local exchange service provider
               that obtains dial tone and associated Telecommunications
               Services from another provider through the purchase of
               finished services for resale to its end users.

      (A)2.12  "Tariff" as used throughout this Agreement refers to USW
               interstate Tariffs and state Tariffs, price lists, price
               schedules and catalogs.

      (A)2.13  "Telecommunications Carrier" means any provider of
               Telecommunications Services, except that such term does not
               include aggregators of Telecommunications Services (as defined
               in Section 226 of the Act). A Telecommunications Carrier shall
               be treated as a common carrier under the Act only to the
               extent that it is engaged in providing Telecommunications
               Services, except that the Federal Communications Commission
               shall determine whether the provision of fixed and mobile
               satellite service shall be treated as common carriage.

      (A)2.14  "Telecommunications Services" means the offering of
               telecommunications for a fee directly to the public, or to
               such classes of users as to be effectively available directly
               to the public, regardless of the facilities used.

      (A)2.15  Terms not otherwise defined here, but defined in the Act shall
               have the meaning defined there. Where a term is defined in the
               regulations implementing the Act but not in this Agreement,
               the Parties do not necessarily intend to adopt the definition
               as set forth in said regulations.

(A)3. TERMS AND CONDITIONS

      (A)3.1   GENERAL PROVISIONS

               (A)3.1.1   Each Party is solely responsible for the services it
                          provides to its end users and to other
                          Telecommunications Carriers.

               (A)3.1.2   The Parties shall work cooperatively to minimize fraud
                          associated with intra-LATA toll, third-number billed
                          calls, and any other services related to this
                          Agreement.

               (A)3.1.3   Nothing in this Agreement shall prevent either Party
                          from seeking to recover the costs and expenses, if
                          any, it may incur in (a) complying with and
                          implementing its obligations under this Agreement,
                          the Act, and the rules, regulations and orders of
                          the FCC and the Commission, and (b) the development,
                          modification, technical installation and maintenance
                          of any systems or other infrastructure which it
                          requires to comply with and to continue complying
                          with its responsibilities and obligations under this
                          Agreement.

      (A)3.2   TERM OF AGREEMENT

               This Agreement shall become effective upon Commission approval,
               pursuant to Sections 251 and 252 of the Act, shall terminate on
               January 16, 2002, and shall be binding upon the Parties during
               that term, notwithstanding Section 252(i) of the Act. After the
               date specified above, this Agreement shall continue in force and


                                                                       Page 4


<PAGE>


                                                                         Part A
                                                                  General Terms

               effect until terminated by either Party providing one hundred
               sixty (160) days written notice of termination to the other
               Party. The day the notice is served will determine the starting
               point for a 160-day negotiation period (in accordance with
               252(b)1 of the Act. In the event of such termination, existing
               or pending service arrangements made available under this
               Agreement shall continue in total without interruption under
               either a) a new or adoption agreement executed by the Parties,
               or b) tariff terms and conditions generally available to all
               resellers.

               (A)3.2.1   If the Parties are unable to negotiate a new
                          agreement during the negotiation period described
                          above, the window of opportunity to file for
                          arbitration to resolve outstanding contractual
                          issues in accordance with the Act will occur between
                          days 135 and 160 of the 160 day notice period.

               (A)3.2.2   If the Parties are able to reach agreement, this
                          Agreement shall continue for the brief period of time
                          needed to secure the Commission's approval of an
                          adoption agreement or a new resale agreement. In the
                          case of Section (A)3.2.1, this Agreement will expire
                          on the termination date specified in the one hundred
                          sixty (160) day notice referenced above, unless a
                          petition for arbitration has been filed, but if such
                          a petition has been filed then this Agreement shall
                          continue for the period necessary for the Commission
                          to act and resolve the disputed issues so that the
                          Parties will have an effective resale agreement.

      (A)3.3   PROOF OF AUTHORIZATION

               Where so indicated in specific sections of this Agreement, each
               party shall be responsible for obtaining and having in its
               possession Proof of Authorization ("POA"). POA shall consist of
               verification of the end user's selection and authorization
               adequate to document the end user's selection.. Such selection
               may be obtained in the following ways:

               (A)3.3.1   The end user's written Letter of Authorization.

               (A)3.3.2   The end user's electronic authorization by use of an
                          1-8XX number.

               (A)3.3.3   The end user's oral authorization verified by an
                          independent third party (with third party
                          verification as POA).

               The Parties shall make POAs available to each other upon
               request, in accordance with the applicable laws and rules.
               Unless prohibited by applicable laws or regulations, a. charge
               of $100.00 ("slamming charge") will be assessed if the POA
               cannot be provided supporting the change in service provider.
               If there is a conflict between the end user designation and
               the other Party's written evidence of its authority, the
               Parties shall honor the designation of the end user and change
               the end user back to the previous service provider.


                                                                       Page 5


<PAGE>


                                                                         Part A
                                                                  General Terms

      (A)3.4   Payment

               (A)3.4.1   Amounts payable under this Agreement are due and
                          payable within thirty (30) calendar days after the
                          date of USWs invoice, or within twenty (20) days
                          after receipt of the invoice, whichever is later.
                          If the payment due date is not a Business Day, the
                          payment shall be made the next Business Day..

                          USW may discontinue processing orders for the
                          failure by RESELLER to make full payment for the
                          services provided under this Agreement within thirty
                          (30) days of the due date on RESELLER's bill.

                          USW may disconnect for the failure by RESELLER to
                          make full payment for the services provided under
                          this Agreement within sixty (60) days of the due
                          date on RESELLER's bill. RESELLER will pay the
                          Tariff charge required to reconnect each end user
                          line disconnected pursuant to this paragraph.

               (A)3.4.2   Should RESELLER dispute, in good faith, any portion
                          of the monthly billing under this Agreement,
                          RESELLER will notify USW in writing within thirty
                          (30) calendar days of the receipt of such billing,
                          identifying the amount, reason and rationale of such
                          dispute. RESELLER shall pay all amounts due. Both
                          RESELLER and USW agree to expedite the investigation
                          of any disputed amounts in an effort to resolve and
                          settle the dispute prior to initiating any other
                          rights or remedies. Should the dispute be resolved
                          in RESELLER's favor and the resolved amount did not
                          appear as a credit on RESELLER's next invoice from
                          USW, USW will reimburse RESELLER the resolved amount
                          plus interest from the date of payment. The amount
                          of interest will be calculated using the late payment
                          factor that would have applied to such amount had it
                          not been paid on time.

               (A)3.4.3   USW will determine RESELLER's credit status based on
                          previous payment history with USW or credit reports
                          such as Dun and Bradstreet. If RESELLER has not
                          established satisfactory credit with USW or if
                          RESELLER is repeatedly delinquent in making its
                          payments, USW may require a deposit to be held as
                          security for the payment of charges. "Repeatedly
                          delinquent" means being thirty (30) calendar days
                          or more delinquent for three (3) consecutive months.
                          The deposit may not exceed the estimated total
                          monthly charges for a two (2) month period. The
                          deposit may be a surety bond, a letter of credit with
                          terms and conditions acceptable to USW or some other
                          form of mutually acceptable security such as a cash
                          deposit. Required deposits are due and payable within
                          ten (10) calendar days after demand in accordance
                          with Commission requirements.


                                                                       Page 6


<PAGE>


                                                                         Part A
                                                                  General Terms

               (A)3.4.4   Interest will be paid on cash deposits at the rate
                          applying to deposits under applicable Commission
                          rules, regulations, or Tariffs. Cash deposits and
                          accrued interest will be credited to RESELLER's
                          account or refunded, as appropriate, upon the
                          earlier of the termination of this Agreement or the
                          establishment of satisfactory credit with USK which
                          will generally be one (1) full year of timely
                          payments in full by RESELLER. The fact that a
                          deposit has been made does not relieve RESELLER from
                          any requirements of this Agreement.

               (A)3.4.5   USW may review RESELLER's credit standing and modify
                          the amount of deposit required.

               (A)3.4.6   The late payment charge for amounts that are billed
                          under this Agreement shall be in accordance with
                          state Tariffs/Commission Rules and Orders.

      (A)3.5   TAXES

               Each Party purchasing services hereunder shall pay or otherwise
               be responsible for all federal, state, or local sales, use,
               excise, gross receipts, transaction or similar taxes, fees or
               surcharges levied against or upon such purchasing Party (or the
               providing Party when such providing Party is permitted to pass
               along to the purchasing Party such taxes, fees or surcharges),
               except for any tax on either Party's corporate existence,
               status or income. Whenever possible, these amounts shall be
               billed as a separate item on the invoice. To the extent a sale
               is claimed to be for resale tax exemption, the purchasing Party
               shall furnish the providing Party a proper resale tax exemption
               certificate as authorized or required by statute or regulation
               by the jurisdiction providing said resale tax exemption. Until
               such time as a resale tax exemption certificate is provided, no
               exemptions will be applied.

      (A)3.6   FORCE MAJEURE

               Neither Party shall be liable for any delay or failure in
               performance of any part of this Agreement from any cause beyond
               its control and without its fault or negligence including,
               without limitation, acts of nature, acts of civil or military
               authority, government regulations, embargoes, epidemics,
               terrorist acts, riots, insurrections, fires, explosions,
               earthquakes, nuclear accidents, floods, work stoppages,
               equipment failure, power blackouts, volcanic action, other
               major environmental disturbances, unusually severe weather
               conditions, inability to secure products or services of other
               persons or transportation facilities or acts or omissions of
               transportation carriers (collectively, a "Force Majeure Event").
               The Party affected by a Force Majeure Event shall give prompt
               notice to the other Party, shall be excused from performance
               of its obligations hereunder on a day to day basis to the
               extent those obligations are prevented by the Force Majeure
               Event, and shall use reasonable efforts to remove or mitigate
               the Force Majeure Event. In the event of a labor dispute or
               strike the Parties agree to provide service to each other at a
               level equivalent to the level they provide themselves.


                                                                       Page 7


<PAGE>


                                                                         Part A
                                                                  General Terms

      (A)3.7   LIMITATION OF LIABILITY

               (A)3.7.1   Except for losses relating to or arising out of any
                          act or omission in its performance of services or
                          functions provided under this Agreement, each Party
                          shall be liable to the other for direct damages for
                          any loss, defect or equipment failure resulting from
                          the causing Party's conduct or the conduct of its
                          agents or contractors in performing the obligations
                          contained in this Agreement.

               (A)3.7.2   Neither Party shall be liable to the other for
                          indirect, incidental, consequential, or special
                          damages, including (without limitation) damages for
                          lost profits, lost revenues, lost savings suffered
                          by the other Party regardless of the form of action,
                          whether in contract, warranty, strict liability,
                          tort, including (without limitation) negligence of
                          any kind and regardless of whether the Parties know
                          the possibility that such damages could result.

               (A)3.7.3   Except for indemnity obligations, each Party's
                          liability to the other Party for any loss relating
                          to or arising out of any act or omission in its
                          performance of services or functions provided under
                          this Agreement, whether in contract or in tort,
                          shall be limited to the total amount that is or
                          would have been charged to the other Party by such
                          breaching Party for the service(s) or function(s)
                          not performed or improperly performed.

               (A)3.7.4   Nothing contained in this Section shall limit either
                          Party's liability to the other for intentional,
                          malicious misconduct.

               (A)3.7.5   Nothing contained in this Section shall limit either
                          Party's obligations of indemnification as specified
                          in the Indemnity Section of this Agreement.

               (A)3.7.6   Neither Party shall be liable to the other under any
                          theory including indemnity on account of such
                          Party's failure or neglect to have or maintain a
                          system or systems that are Year 2000 compliant. As
                          the Parties approach the Year 2000, date information
                          associated with any interfaces between the Parties
                          is expected to remain as it is.

      (A)3.8   INDEMNITY

               (A)3.8.1   With respect to third party claims, the Parties
                          agree to indemnify each other as follows:

                          (A)3.8.1.1  Except for claims made by end users of
                                      one Party against the other Party, which
                                      claims are based on defective or faulty
                                      services provided by the other Party to
                                      the one Party, each of the Parties agree
                                      to release, indemnify, defend and hold
                                      harmless the other Party and each of its
                                      officers, directors, employees and
                                      agents (each an "Indemnitee") from and
                                      against and in respect


                                                                       Page 8


<PAGE>


                                                                         Part A
                                                                  General Terms

                                      of any loss, debt, liability, damage,
                                      obligation, claim, demand, judgment or
                                      settlement of any nature or kind, known
                                      or unknown, liquidated or unliquidated
                                      including, but not limited to, costs and
                                      attorneys' fees, whether suffered, made,
                                      instituted, or asserted by any other
                                      party or person, for invasion of
                                      privacy, personal injury to or death of
                                      any person or persons, or for loss,
                                      damage to, or destruction of property,
                                      whether or not owned by others, resulting
                                      from the indemnifying Party's
                                      performance, breach of applicable law,
                                      or status of its employees, agents and
                                      subcontractors; or for failure to perform
                                      under this Agreement, regardless of the
                                      form of action.

                          (A)3.8.1.2  Where the third party claim is made by
                                      (or through) an end user of one Party
                                      against the other Party, which claim is
                                      based on defective or faulty services
                                      provided by the other Party to the one
                                      Party then there shall be no obligation
                                      of indemnity unless the act or omission
                                      giving rise to the defective or faulty
                                      services is shown to be intentional,
                                      malicious misconduct of the other Party.

                          (A)3.8.1.3  If the claim is made by (or through) an
                                      end user and where a claim is in the
                                      nature of a claim for invasion of
                                      privacy, libel, slander, or other claim
                                      based on the content of a transmission,
                                      and it is made against a Party who is
                                      not the immediate provider of the
                                      Telecommunications Service to the end
                                      user (the indemnified provider), then
                                      in the absence of fault or neglect on
                                      the part of the indemnified provider,
                                      the Party who is the immediate seller
                                      of such Telecommunications Service shall
                                      indemnify, defend and hold harmless the
                                      indemnified provider from such claim.

               (A)3.8.2   The indemnification provided herein shall be
                          conditioned upon:

                          (A)3.8.2.1  The indemnified Party shall promptly
                                      notify the indemnifying Party of any
                                      action taken against the indemnified
                                      Party relating to the indemnification.
                                      Failure to so notify the indemnifying
                                      Party shall not relieve the indemnifying
                                      Party of any liability that the
                                      indemnifying Party might have, except to
                                      the extent that such failure prejudices
                                      the indemnifying Party's ability to
                                      defend such claim.

                          (A)3.8.2.2  The indemnifying Party shall have sole
                                      authority to defend any such action,
                                      including the selection of legal


                                                                       Page 9


<PAGE>


                                                                         Part A
                                                                  General Terms

                                      counsel, and the indemnified Party may
                                      engage separate legal counsel only at its
                                      sole cost and expense.

                          (A)3.8.2.3  In no event shall the indemnifying Party
                                      settle or consent to any judgment
                                      pertaining to any such action without
                                      the prior written consent of the
                                      indemnified Party.

      (A)3.9   INTELLECTUAL PROPERTY

               (A)3.9.1   Each Party hereby grants to the other Party the
                          limited, personal and nonexclusive right and license
                          to use its patents, copyrights and trade secrets but
                          only to the extent necessary to implement this
                          Agreement or specifically required by the then
                          applicable federal and state rules and regulations
                          relating to Interconnection and access to
                          telecommunications facilities and services, and for
                          no other purposes. Nothing in this Agreement shall
                          be construed as the grant to the other Party of any
                          rights or licenses to trademarks.

               (A)3.9.2   The rights and licenses above are granted "AS IS" and
                          the other Party's exercise of any such right and
                          license shall be at the sole and exclusive risk of
                          the other Party. Neither Party shall have any
                          obligation to defend, indemnify or hold harmless, or
                          acquire any license or right for the benefit of, or
                          owe any other obligation or have any liability to,
                          the other based on or arising from any claim, demand,
                          or proceeding (hereinafter "claim") by any third
                          party alleging or asserting that the use of any
                          circuit, apparatus, or system, or the use of any
                          software, or the performance of any service or
                          method, or the provision of any facilities by either
                          Party under this Agreement constitutes infringement,
                          or misuse or misappropriation of any patent,
                          copyright, trade secret, or any other proprietary or
                          intellectual property right of any third party.

               (A)3.9.3   As a condition to the access or use of patents,
                          copyrights, trade secrets and other intellectual
                          property (including software) owned or controlled by
                          a third party to the extent necessary to implement
                          this Agreement or specifically required by the then
                          applicable federal and state rules and regulations
                          relating to Interconnection and access to
                          telecommunications facilities and services, the Party
                          providing access may require the other, upon written
                          notice, from time to time, to obtain a license or
                          permission for such access or use, make all payments
                          in connection with obtaining such license, and
                          provide evidence of such license.

               (A)3.9.4   Except as expressly provided in this Intellectual
                          Property Section, nothing in this Agreement shall be
                          construed as the grant of a license, either express
                          or implied, with respect to any patent, copyright,
                          logo, trademark, trade name, trade secret or any
                          other intellectual property right now or hereafter
                          owned, controlled or licensable by either Party.


                                                                       Page 10


<PAGE>


                                                                         Part A
                                                                  General Terms

                          Neither Party may use any patent, copyright, logo,
                          trademark, trade name, trade secret or other
                          intellectual property rights of the other Party or
                          its affiliates without execution of a separate
                          agreement between the Parties.

               (A)3.9.5   Neither Party shall without the express written
                          permission of the other Party, state or imply that:
                          1) it is connected, or in any way affiliated with
                          the other or its affiliates, 2) it is part of a
                          joint business association or any similar
                          arrangement with the other or its affiliates, 3)
                          the other Party and its affiliates are in any way
                          sponsoring, endorsing or certifying it and its goods
                          and services, or 4) with respect to its advertising
                          or promotional activities or materials, that the
                          resold goods and services are in any way associated
                          with or originated from the other or any of its
                          affiliates. Nothing in this paragraph shall prevent
                          either Party from truthfully describing the network
                          elements it uses to provide service to its end users,
                          provided it does not represent the network elements
                          as originating from the other Party or its affiliates.

               (A)3.9.6   For purposes of resale only and notwithstanding the
                          above, unless otherwise prohibited by USW pursuant
                          to an applicable provision herein, RESELLER may use
                          the phrase "RESELLER is a reseller of U S WEST
                          Communications services" (the "Authorized Phrase")
                          in RESELLER's printed materials provided:

                          (A)3.9.6.1  The Authorized Phrase is not used in
                                      connection with any goods or services
                                      other than USW services resold by
                                      RESELLER.

                          (A)3.9.6.2  RESELLER's use of the Authorized Phrase
                                      does not cause end users to believe that
                                      RESELLER is USW.

                          (A)3.9.6.3  RESELLER may not use the U S WEST logo.
                                      The Authorized Phrase, when displayed,
                                      appears only in text form with all
                                      letters being the same font and point
                                      size. The point size of the Authorized
                                      Phrase shall be no greater than one
                                      fourth the point size of the smallest
                                      use of RESELLER's name and in no event
                                      shall exceed 8 point size.

                          (A)3.9.6.4  RESELLER shall provide all printed
                                      materials using the Authorized Phrase to
                                      USW for its prior written approval.

                          (A)3.9.6.5  If USW determines that RESELLER's use of
                                      the Authorized Phrase causes end user
                                      confusion, USW may immediately terminate
                                      RESELLER's right to use the Authorized
                                      Phrase.

                          (A)3.9.6.6  Upon termination of RESELLER's right to
                                      use the Authorized Phrase or termination
                                      of this Agreement, all


                                                                       Page 11


<PAGE>


                                                                         Part A
                                                                  General Terms

                                      permission or right to use the Authorized
                                      Phrase shall immediately cease to exist
                                      and RESELLER shall immediately cease any
                                      and all such use of the Authorized
                                      Phrase. RESELLER shall either promptly
                                      return to USW or destroy all materials
                                      in its possession or control displaying
                                      the Authorized Phrase.

               (A)3.9.7   RESELLER acknowledges the value of the marks "U S
                          WEST" and "U S WEST Communications" (the "Marks")
                          and the goodwill associated therewith and
                          acknowledges that such goodwill is a property right
                          belonging to U S WEST, Inc. and USW respectively
                          (the "Owners"). RESELLER recognizes that nothing
                          contained in this Agreement is intended as an
                          assignment or grant to RESELLER of any right, title
                          or interest in or to the Marks and that this
                          Agreement does not confer any right or license to
                          grant sublicenses or permission to third parties to
                          use the Marks and is not assignable. RESELLER will
                          do nothing inconsistent with the Owner's ownership
                          of the Marks, and all rights, if any, that may be
                          acquired by use of the Marks shall inure to the
                          benefit of the Owners. RESELLER will not adopt,
                          use (other than as authorized herein), register
                          or seek to register any mark anywhere in the world
                          which is identical or confusingly similar to the
                          Marks or which is so similar thereto as to
                          constitute a deceptive colorable imitation thereof
                          or to suggest or imply some association,
                          sponsorship, or endorsement by the Owners. The
                          Owners make no warranties regarding ownership of any
                          rights in or the validity of the Marks.

      (A)3.10  WARRANTIES

               NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
               PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES
               NOT EXIST, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT
               LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
               PARTICULAR PURPOSE.

      (A)3.11  ASSIGNMENT

               (A)3.11.1  Neither Party may assign or transfer (whether by
                          operation of law or otherwise) this Agreement (or any
                          rights or obligations hereunder) to a third party
                          without the prior written consent of the other Party.
                          Notwithstanding the foregoing, either Party may
                          assign or transfer this Agreement to a corporate
                          affiliate or an entity under its common control;
                          however, if RESELLER's assignee or transferee has an
                          interconnection agreement with USW, no assignment or
                          transfer of this Agreement shall be effective
                          without the prior written consent of USW. Such
                          consent shall include appropriate resolutions of
                          conflicts and discrepancies between the assignee's
                          or transferee's interconnection agreement and this
                          Agreement. Any attempted


                                                                       Page 12

<PAGE>


                                                                         Part A
                                                                  General Terms

                           assignment or transfer that is not permitted is
                           void AB INITIO. Without limiting the generality of
                           the foregoing, this Agreement shall be binding upon
                           and shall inure to the benefit of the Parties'
                           respective successors and assigns.

               (A)3.11.2   Without limiting the generality of the foregoing
                           subsection, any merger, dissolution, consolidation
                           or other reorganization of RESELLER, or any sale,
                           transfer, pledge or other disposition by RESELLER
                           of securities representing more than 50% of the
                           securities entitled to vote in an election of
                           RESELLER's board of directors or other similar
                           governing body, or any sale, transfer, pledge or
                           other disposition by RESELLER of substantially all
                           of its assets, shall be deemed a transfer of
                           control. If any entity, other than RESELLER,
                           involved in such merger, dissolution, consolidation,
                           reorganization, sale, transfer, pledge or other
                           disposition of RESELLER has an interconnection
                           agreement with USW, the Parties agree that only one
                           agreement, either this Agreement or the
                           interconnection agreement of the other entity, will
                           remain valid. All other interconnection agreements
                           will be terminated. The Parties agree to work
                           together to determine which interconnection
                           agreement should remain valid and which should
                           terminate. In the event the Parties cannot reach
                           agreement on this issue, the issue shall be resolved
                           through the Dispute Resolution process contained in
                           this Agreement.

      (A)3.12  DEFAULT

               If either Party defaults in the payment of any amount due
               hereunder, or if either Party violates any other material
               provision of this Agreement, and such default or violation
               shall continue for thirty (30) calendar days after written
               notice thereof, the other Party may seek relief in accordance
               with the Dispute Resolution provision of this Agreement. The
               failure of either Party 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.

      (A)3.13  DISCLAIMER OF AGENCY

               Except for provisions herein expressly authorizing a Party to
               act for another, nothing in this Agreement shall constitute a
               Party as a legal representative or agent of the other Party,
               nor shall a Party have the right or authority to assume, create
               or incur any liability or any obligation of any kind, express
               or implied, against or in the name or on behalf of the other
               Party unless otherwise expressly permitted by such other Party.
               Except as otherwise expressly provided in this Agreement, no
               Party undertakes to perform any obligation of the other Party
               whether regulatory or contractual, or to assume any
               responsibility for the management of the other Party's business.


                                                                       Page 13


<PAGE>


                                                                         Part A
                                                                  General Terms

     (A)3.14  NONDISCLOSURE

              (A)3.14.1   All information, including but not limited to
                          specifications, microfilm, photocopies, magnetic
                          disks, magnetic tapes, drawings, sketches, models,
                          samples, tools, technical information, data,
                          employee records, maps, financial reports, and
                          market data, (i) furnished by one Party to the
                          other Party dealing with end user specific, facility
                          specific, or usage specific information, other than
                          end user information communicated for the purpose
                          of providing directory assistance or publication of
                          directory database, or (ii) in written, graphic,
                          electromagnetic, or other tangible form and marked
                          at the time of delivery as "Confidential" or
                          "Proprietary", or (iii) communicated and declared
                          to the receiving Party at the time of delivery, or
                          by written notice given to the receiving Party
                          within ten (10) calendar days after delivery, to
                          be "Confidential" or "Proprietary" (collectively
                          referred to as "Proprietary Information"), shall
                          remain the property of the disclosing Party. A
                          Party who receives Proprietary Information via an
                          oral communication may request written confirmation
                          that the material is Proprietary Information. A
                          Party who delivers Proprietary Information via an
                          oral communication may request written confirmation
                          that the Party receiving the information understands
                          that the material is Proprietary Information.

               (A)3.14.2  Upon request by the disclosing Party, the receiving
                          Party shall return all tangible copies of
                          Proprietary Information, whether written, graphic or
                          otherwise, except that the receiving Party may
                          retain one copy for archival purposes.

               (A)3.14.3  Each Party shall keep all of the other Party's
                          Proprietary Information confidential and shall use
                          the other Party's Proprietary Information only in
                          connection with this Agreement. Neither Party shall
                          use the other Party's Proprietary Information for
                          any other purpose except upon such terms and
                          conditions as may be agreed upon between the Parties
                          in writing.

               (A)3.14.4  Unless otherwise agreed, the obligations of
                          confidentiality and non-use set forth in this
                          Agreement do not apply to such Proprietary
                          Information as:

                          (A)3.14.4.1  was at the time of receipt already
                                       known to the receiving Party free of
                                       any obligation to keep it confidential
                                       evidenced by written records prepared
                                       prior to delivery by the disclosing
                                       Party; or

                          (A)3.14.4.2  is or becomes publicly known through
                                       no wrongful act of the receiving Party;
                                       or


                                                                       Page 14


<PAGE>


                                                                         Part A
                                                                  General Terms

                          (A)3.14.4.3  is rightfully received from a third
                                       person having no direct or indirect
                                       secrecy or confidentiality obligation
                                       to the disclosing Party with respect to
                                       such information; or

                          (A)3.14.4.4  is independently developed by an
                                       employee, agent, or contractor of the
                                       receiving Party which individual is not
                                       involved in any manner with the
                                       provision of services pursuant to the
                                       Agreement and does not have any direct
                                       or indirect access to the Proprietary
                                       Information; or

                          (A)3.14.4.5  is disclosed to a third person by the
                                       disclosing Party without similar
                                       restrictions on such third person's
                                       rights; or

                          (A)3.14.4.6  is approved for release by written
                                       authorization of the disclosing Party; or

                          (A)3.14.4.7  is required to be made public by the
                                       receiving Party pursuant to applicable
                                       law or regulation provided that the
                                       receiving Party shall give sufficient
                                       notice of the requirement to the
                                       disclosing Party to enable the
                                       disclosing Party to seek protective
                                       orders.

               (A)3.14.5  Nothing herein is intended to prohibit a Party from
                          supplying factual information about its network and
                          Telecommunications Services on or connected to its
                          network to regulatory agencies including the Federal
                          Communications Commission and the Commission so long
                          as any confidential obligation is protected.

               (A)3.14.6  Effective Date Of This Section. Notwithstanding any
                          other provision of this Agreement, the Proprietary
                          Information provisions of this Agreement shall apply
                          to all information furnished by either Party to the
                          other in furtherance of the purpose of this
                          Agreement, even if furnished before the date of this
                          Agreement.

      (A)3.15  SURVIVAL

               Any liabilities or obligations of a Party for acts or omissions
               prior to the cancellation or termination of this Agreement; any
               obligation of a Party under the provisions regarding
               indemnification, Confidential or Proprietary Information,
               limitations of liability, and any other provisions of this
               Agreement which, by their terms, are contemplated to survive (or
               to be performed after) termination of this Agreement, shall
               survive cancellation or termination hereof.

      (A)3.16  DISPUTE RESOLUTION

               (A)3.16.1  If any claim, controversy or dispute between the
                          Parties, their agents, employees, officers, directors
                          or affiliated agents should arise, and the Parties
                          do not resolve it in the ordinary course of their
                          dealings (the "Dispute"), then it shall be resolved
                          in accordance with the


                                                                       Page 15


<PAGE>


                                                                         Part A
                                                                  General Terms

                          dispute resolution process set forth in this
                          Section. Each notice of default, unless cured within
                          the applicable cure period, shall be resolved in
                          accordance herewith.

               (A)3.16.2  At the written request of either Party, and prior to
                          any other formal dispute resolution proceedings, each
                          Party shall designate an officer-level employee, at
                          no less than the vice president level, to review,
                          meet, and negotiate, in good faith, to resolve the
                          Dispute. The Parties intend that these negotiations
                          be conducted by non-lawyer, business representatives,
                          and the locations, format, frequency, duration, and
                          conclusions of these discussions shall be at the
                          discretion of the representatives. By mutual
                          agreement, the representatives may use other
                          procedures, such as mediation, to assist in these
                          negotiations. The discussions and correspondence
                          among the representatives for the purposes of these
                          negotiations shall be treated as Confidential
                          Information developed for purposes of settlement,
                          and shall be exempt from discovery and production,
                          and shall not be admissible in any subsequent
                          arbitration or other proceedings without the
                          concurrence of both of the Parties.

               (A)3.16.3  If the vice-presidential level representatives have
                          not reached a resolution of the Dispute within thirty
                          (30) calendar days after the matter is referred to
                          them, then either Party may demand that the Dispute
                          be settled by arbitration. Such an arbitration
                          proceeding shall be conducted by a single
                          arbitrator, knowledgeable about the telecommunications
                          industry. The arbitration proceedings shall be
                          conducted under the then current rules of the
                          American Arbitration Association ("AAA"). The Federal
                          Arbitration Act, 9 U.S.C. Sections 1-16, not state
                          law, shall govern the arbitrability of the Dispute.
                          The arbitrator shall not have authority to award
                          punitive damages. All expedited procedures prescribed
                          by the AAA rules shall apply. The arbitrator's award
                          shall be final and binding and may be entered in any
                          court having jurisdiction thereof. Each Party shall
                          bear its own costs and attorneys' fees, and shall
                          share equally in the fees and expenses of the
                          arbitrator. The arbitration proceedings shall occur
                          in the Denver, Colorado metropolitan area. It is
                          acknowledged that the Parties, by mutual, written
                          agreement, may change any of these arbitration
                          practices for a particular, some, or all Dispute(s).

               (A)3.16.4  Should it become necessary to resort to court
                          proceedings to enforce a Party's compliance with the
                          dispute resolution process set forth herein, and the
                          court directs or otherwise requires compliance
                          herewith, then all of the costs and expenses,
                          including its reasonable attorney fees, incurred by
                          the Party requesting such enforcement shall be
                          reimbursed by the non-complying Party to the
                          requesting Party.


                                                                       Page 16


<PAGE>


                                                                         Part A
                                                                  General Terms

               (A)3.16.5  No Dispute, regardless of the form of action, arising
                          out of this Agreement, may be brought by either Party
                          more than two (2) years after the cause of action
                          accrues.

      (A)3.17  CONTROLLING LAW

               This Agreement was negotiated by the Parties in accordance with
               the terms of the Act and the laws of the state where service is
               provided hereunder. It shall be interpreted solely in
               accordance with the terms of the Act and the applicable state
               law in the state where the service is provided.

      (A)3.18  JOINT WORK PRODUCT

               This Agreement is the joint work product of the Parties and has
               been negotiated by the Parties and their respective counsel and
               shall be fairly interpreted in accordance with its terms and,
               in the event of any ambiguities, no inferences shall be drawn
               against either Party.

      (A)3.19  RESPONSIBILITY FOR ENVIRONMENTAL CONTAMINATION

               Neither Party shall be liable to the other for any costs
               whatsoever resulting from the presence or release of any
               environmental hazard that either Party did not introduce to
               the affected work location. Both Parties shall defend and hold
               harmless the other, its officers, directors and employees from
               and against any losses, damages, claims, demands, suits,
               liabilities, fines, penalties and expenses (including reasonable
               attorneys' fees) that arise out of or result from (i) any
               environmental hazard that the indemnifying Party, its
               contractors or agents introduce to the work locations or (ii)
               the presence or release of any environmental hazard for which
               the indemnifying Party is responsible under applicable law.

      (A)3.20  Notices

               Any notices required by or concerning this Agreement shall be
               sent to the Parties at the addresses shown below:

               USW
               Director Interconnection Compliance
               1801 California, Room 2410
               Denver, CO 80202

               With copy to:
               U S WEST Law Department
               Attention: General Counsel, Interconnection
               1801 California Street, 51st Floor
               Denver, CO 80202


                                                                       Page 17


<PAGE>


                                                                         Part A
                                                                  General Terms

               RESELLER

               John Duffy
               Peter Mills
               3 Burlington Woods Drive
               4th Floor
               Burlington, MA 01803
               Phone:       781-229-9599, ext. 136
               Fax:         781-229-9499
               E-mail:      jduffy@essential.com

               Each Party shall inform the other of any changes in the above
               addresses.

      (A)3.21  RESPONSIBILITY OF EACH PARTY

               Each Party is an independent contractor, and has and hereby
               retains the right to exercise full control of and supervision
               over its own performance of its obligations under this Agreement
               and retains full control over the employment, direction,
               compensation and discharge of all employees assisting in the
               performance of such obligations. Each Party will be solely
               responsible for all matters relating to payment of such
               employees, including compliance with social security taxes,
               withholding taxes and all other regulations governing such
               matters. Each Party will be solely responsible for proper
               handling, storage, transport and disposal at its own expense
               of all (i) substances or materials that it or its contractors
               or agents bring to, create or assume control over at work
               locations or, (ii) waste resulting therefrom or otherwise
               generated in connection with its or its contractors' or agents'
               activities at the work locations. Subject to the limitations on
               liability and except as otherwise provided in this Agreement,
               each Party shall be responsible for (i) its own acts and
               performance of all obligations imposed by applicable law in
               connection with its activities, legal status and property, real
               or personal and, (ii) the acts of its own affiliates, employees,
               agents and contractors during the performance of that Party's
               obligations hereunder.

      (A)3.22  NO THIRD PARTY BENEFICIARIES

               This Agreement does not provide and shall not be construed to
               provide third parties with any remedy, claim, liability,
               reimbursement, cause of action, or other privilege.

      (A)3.23  REFERENCED DOCUMENTS

               All references to Sections shall be deemed to be references to
               Sections of this Agreement unless the context shall otherwise
               require. Whenever any provision of this Agreement refers to a
               technical reference, technical publication, RESELLER practice,
               USW practice, any publication of telecommunications industry
               administrative or technical standards, or any other document
               specifically incorporated into this Agreement, it will be deemed
               to be a reference to the most recent version or edition
               (including any amendments, supplements, addenda, or successors)
               of such document that is in effect, and will include the most
               recent


                                                                       Page 18


<PAGE>


                                                                         Part A
                                                                  General Terms

               version or edition (including any amendments, supplements,
               addenda, or successors) of each document incorporated by
               reference in such a technical reference, technical
               publication, RESELLER practice, USW practice, or publication
               of industry standards. USW will not implement changes in the
               most recent version or edition in the documents described
               above when such changes are optional. The existing
               configuration of either Party's network may not be in
               immediate compliance with the latest release of applicable
               referenced documents.

      (A)3.24  PUBLICITY

               Neither Party shall publish or use any publicity materials
               with respect to the execution and delivery or existence of
               this Agreement without the prior written approval of the other
               Party.

      (A)3.25  AMENDMENT

               RESELLER and USW may mutually agree to amend this Agreement in
               writing. Since it is possible that amendments to this
               Agreement may be needed to fully satisfy the purposes and
               objectives of this Agreement, the Parties agree to work
               cooperatively, promptly and in good faith to negotiate and
               implement any such additions, changes and corrections to this
               Agreement.

      (A)3.26  EXECUTED IN COUNTERPARTS

               This Agreement may be executed in any number of counterparts,
               each of which shall be deemed an original; but such
               counterparts shall together constitute one and the same
               instrument.

      (A)3.27  Headings of No Force or Effect

               The headings of Sections of this Agreement are for convenience
               of reference only, and shall in no way define, modify or
               restrict the meaning or interpretation of the terms or
               provisions of this Agreement.

      (A)3.28  REGULATORY APPROVAL

               The Parties understand and agree that this Agreement will be
               filed with the Commission for approval. In the event the
               Commission rejects any portion of this Agreement, renders it
               inoperable or creates an ambiguity that requires further
               amendment, the Parties agree to meet and negotiate in good
               faith to arrive at a mutually acceptable modification.

      (A)3.29  COMPLIANCE

               Each Party shall comply with all federal, state, and local
               laws, rules and regulations applicable to its performance
               under this Agreement. Without limiting the foregoing, USW and
               RESELLER agree to take all action necessary to keep and
               maintain in full force and effect all permits, licenses,
               certificates, insurance, and other authorities needed to
               perform their respective obligations hereunder.


                                                                       Page 19


<PAGE>


                                                                         Part A
                                                                  General Terms

      (A)3.30  COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE FOR LAW
               ENFORCEMENT ACT OF 1994 ("CALEA")

               Each Party represents and warrants that any equipment,
               facilities or services provided to the other Party under this
               Agreement comply with CALEA. Each Party shall indemnify and
               hold the other Party harmless from any and all penalties
               imposed upon the other Party for such noncompliance and shall
               at the noncompliant Party's sole cost and expense, modify or
               replace any equipment, facilities or services provided to the
               other Party under this Agreement to ensure that such
               equipment, facilities and services fully comply with CALEA.

      (A)3.31  COOPERATION

               The Parties agree that this Agreement involves the provision
               of USW services in ways such services were not previously
               available and the introduction of new processes and procedures
               to provide and bill such services. Accordingly, the Parties
               agree to work jointly and cooperatively in testing and
               implementing processes for pre-ordering, ordering,
               maintenance, provisioning and billing and in reasonably
               resolving issues which result from such implementation on a
               timely basis. Electronic processes and procedures are addressed
               in Part D of this Agreement.

      (A)3.32  AVAILABILITY OF OTHER AGREEMENTS

               With regard to the availability of other agreements, the
               Parties agree that the provisions of Section 252(i) of the Act
               shall apply, including state and federal, Commission and court
               interpretive regulations and decisions in effect from time to
               time.









                                                                       Page 20


<PAGE>


                                                                         Part B
                                                                         Resale

                                PART B - RESALE

(B)1. DESCRIPTION

      (B)1.1   Pursuant to the Act and this Part B, USW shall offer for resale
               at wholesale rates any Telecommunications Services it provides
               to end users who are not Telecommunications Carriers including
               terms and conditions (except prices) in the USW Tariffs, where
               applicable. RESELLER may obtain intraLATA toll service from USW
               for resale or RESELLER has the option to self-provision
               intraLATA toll or to obtain intraLATA toll for resale from
               another provider.

      (B)1.2   The Parties agree that certain USW services are not available
               for resale under this Agreement and certain other USW services
               are available for resale but not at a discount, as identified
               in Part E or in individual state Tariffs. The availability of
               services and applicable discounts identified in Part E or in
               individual Tariffs are subject to change pursuant to the Rates
               and Charges sub-section of this Resale section.

(B)2. TERMS AND CONDITIONS

      (B)2.1   Basic Exchange Telecommunications Service, Basic Exchange
               Features, Private Line Service, Frame Relay Service and
               intraLATA Toll may be resold only for their intended or
               disclosed use and only to the same class of end user to which
               USW sells such services (e.g., residence service may not be
               resold to business end users). Service provided directly to
               RESELLER for its own use, such as administrative services,
               must be identified by RESELLER and RESELLER must pay the full
               retail rates and prices for such services.

      (B)2.2   USW shall provide to RESELLER Telecommunications Services for
               resale that are at least equal in quality, and in substantially
               the same time and manner that USW provides these services to
               others, including other Resellers and end users, and in
               accordance with any applicable Commission service quality
               standards, including standards the Commission may impose
               pursuant to Section 252 (e)(3) of the Act.

      (B)2.3   In the event that there are existing agreements between RESELLER
               and USW for resale under USW retail Tariff discounts, RESELLER
               may elect to continue to obtain services for resale under the
               existing agreements and retail Tariff discounts or RESELLER may
               elect to terminate such existing agreements and obtain such
               services under this Agreement with the associated wholesale
               discount specified in Part E of this Agreement.

      (B)2.4   In accordance with the Act, RESELLER will provide the date it
               will begin to offer Telecommunications Services to residential
               and business end users. RESELLER will provide a two (2) year
               forecast within ninety (90) calendar days of signing this
               Agreement The forecast shall be updated and provided to USW on
               a annual basis or as requested by USK. Each forecast will
               provide:


                                                                       Page 21


<PAGE>

                                                                          Part B
                                                                          Resale

               -     The date service will be offered (by city and/or state)
               -     The type and quantity of service(s) which will be offered
               -     RESELLER's anticipated number of service orders
               -     Name of RESELLER's key contact personnel

               The information provided pursuant to this paragraph shall be
               considered Proprietary Information under the Nondisclosure
               Section of this Agreement.

      (B)2.5   RESELLER may not reserve blocks of USW telephone numbers, except
               as allowed by Tariffs.

      (B)2.6   USW will accept at no charge one primary listing for each main
               telephone number belonging to RESELLER's end user based on end
               user information provided to USW by RESELLER. USW will place
               RESELLER's listings in USW's directory listing database for
               directory assistance purposes. Additional terms and conditions
               with respect to directory listings are described in Part C of
               this Agreement.

      (B)2.7   USW shall provide to RESELLER, for RESELLER's end users,
               E911/911 call routing to the appropriate Public Safety
               Answering Point ("PSAP"). USW shall not be responsible for any
               failure of RESELLER to provide accurate end user information
               for listings in any databases in which USW is required to retain
               and/or maintain end user information.. USW shall provide and
               validate RESELLER's end user information to the Automatic
               Location Identification/Database Management System ("ALI/DMS").
               USW shall use its standard process to update and maintain, on
               the same schedule that it uses for its end users, RESELLER's
               end user service information in the ALI/DMS used to support
               E911/911 services. USW assumes no liability for the accuracy
               of information provided by RESELLER.

      (B)2.8   If USW provides and RESELLER accepts operator services, directory
               assistance, and intraLATA long distance as a part of the resold
               line, it will be offered with standard USW branding. RESELLER is
               not permitted to alter the branding of these services in any
               manner when the services are a part of the resold line without
               the prior written approval of USW However, at the request of
               RESELLER and where technically feasible, USW will rebrand
               operator services and directory assistance in RESELLER's name,
               provided the charges associated with such rebranding are paid
               by RESELLER.

      (B)2.9   RESELLER shall designate the Primary Interexchange Carrier (PIC)
               assignments on behalf of its end users for interLATA services
               and intraLATA services.

      (B)2.10  When end users switch from USW to RESELLER, or to RESELLER from
               any other Reseller, and if they do not change their service
               address to an address served by a different Central Office, such
               end users shall be permitted to retain their current telephone
               numbers if they so desire. USW shall take no action to prevent
               RESELLER end users from retaining their current telephone
               numbers.


                                                                       Page 22


<PAGE>


                                                                         Part B
                                                                         Resale

      (B)2.11  RESELLER is liable for all fraud associated with service to its
               end-users and accounts. USW takes no responsibility, will not
               investigate, and will make no adjustments to RESELLER's account
               in cases of fraud unless such fraud is the result of any
               intentional act or gross negligence of USW. Notwithstanding the
               above, if USW becomes aware of potential fraud with respect to
               RESELLER's accounts, USW will promptly inform RESELLER and, at
               the direction of RESELLER, take reasonable action to mitigate
               the fraud where such action is possible.

      (B)2.12  Resold services are available only where facilities currently
               exist and are capable of providing such services without
               construction of additional facilities or enhancement of
               existing facilities. However, if RESELLER requests that
               facilities be constructed or enhanced to provide resold
               services, USW will review such requests on a case-by-case
               basis and determine if it is economically feasible for USW to
               build or enhance facilities. If USW decides to build or enhance
               the requested facilities, USW will develop and provide to
               RESELLER a price quote for the construction. Construction
               charges associated with resold services will be applied in the
               same manner that construction charges apply to USW's retail
               end users. If the quote is accepted, RESELLER will be billed
               the quoted price and construction will commence after receipt
               of payment.

      (B)2.13  In the event USW terminates the provisioning of any resold
               services to RESELLER for any reason, including RESELLER's
               non-payment of charges, RESELLER shall be responsible for
               providing any and all necessary notice to its end users of the
               termination. In no case shall USW be responsible for providing
               such notice to RESELLER's end users. USW will provide notice to
               RESELLER of USW's termination of a resold service on a timely
               basis consistent with Commission rules and notice requirements.

      (B)2.14  The underlying network provider of a resold service shall be
               entitled to receive, from the purchaser of Switched Access, the
               appropriate access charges pursuant to its then effective
               Switched Access Tariff.

      (B)2.15  Centrex terms and conditions related to calculation of charges
               for, and provisioning of common blocks, station lines, and
               optional features will be based on the Centrex definition of a
               system and a [Resellers] serving location.

               (B)2.15.1  Where a common block is applicable, a Centrex system
                          is defined by a single common block or multiple
                          common blocks for a single RESELLER within a single
                          Central Office switching system. A common block
                          defines the dialing plan for intercom calling,
                          access to Public Switched Network and/or private
                          facilities, station line and system restrictions and
                          feature access arrangements and functionality.
                          RESELLER may purchase multiple common blocks within
                          a single Central Office switching system when RESELLER


                                                                       Page 23


<PAGE>


                                                                         Part B
                                                                         Resale

                          requires different dialing plans, feature access
                          arrangements and station line or system restrictions
                          within a single system operation. A Reseller with
                          multiple common blocks within the same Central Office
                          switch may have Network Access Register and Private
                          Facility trunk groups aggregated across multiple
                          common blocks. Centrex system based optional features
                          (i.e. Automatic Route Selection) may not be
                          aggregated across multiple common blocks. A Centrex
                          system must provide station lines to at least one
                          location and may provide station lines to multiple
                          locations.

              (B)2.15.2   Centrex station lines are provisioned and charges are
                          calculated based on serving [Reseller's] location. A
                          location is defined as the site where USW facilities
                          (cable plant from the serving Central Office switch)
                          meet RESELLER facilities (inside wire). In a multi-
                          tenant building, USW may bring facilities directly to
                          a single point of interconnection with RESELLER
                          facilities, typically in a basement equipment room,
                          which would be considered a single location for this
                          multi-tenant building. Should USW bring service to
                          multiple floors or offices within a multi-tenant
                          building each floor or office with a separate
                          RESELLER facilities termination point is considered
                          a location. Multiple buildings within contiguous
                          property (campus) will be provisioned and billed as
                          a single location. Contiguous property is defined as
                          property owned or leased by a single end user and
                          not separated by public thoroughfare, river or
                          railroad rights-of-way. Property will be considered
                          contiguous when connected via connecting passageways
                          or conduit acceptable to USW for its facilities. A
                          Reseller with Centrex station lines from multiple
                          Central Office switching systems, within the same
                          USW Wire Center, and provisioned to the same location
                          will not be charged for service or provisioned as if
                          service was originating from a single Centrex system.
                          For example, station lines may only be aggregated
                          from a single Centrex Reseller system to a single
                          Reseller serving location for rating purposes.
                          RESELLER may not specify a USW Central Office as a
                          RESELLER location for termination of Centrex station
                          lines.

      (B)2.16  Private Line Service used for Special Access is available for
               resale but not at a discount.

      (B)2.17  DSL Service (such as Megabit Service) is available for resale
               by RESELLER out of USW's Interstate Tariff, but at no wholesale
               discount.


                                                                       Page 24


<PAGE>


                                                                         Part B
                                                                         Resale

(B)3. RATES AND CHARGES

      (B)3.1   The Telecommunications Services identified in Part E are
               available for resale at the wholesale discount percentage
               shown in Part E. Telecommunications Services available for
               resale but excluded from the wholesale pricing arrangement in
               this Agreement are available at the retail Tariff rates.

      (B)3.2   The Customer Transfer Charges (CTC) as specified in Part E
               apply when transferring services to RESELLER.

      (B)3.3   A Subscriber Line Charge (SLC), or any subsequent federally
               mandated charge to end users, will continue to be paid by
               RESELLER without discount for each local exchange line resold
               under this Agreement. All federal and state rules and
               regulations associated with SLC as found in the applicable
               Tariffs also apply.

      (B)3.4   RESELLER will pay to USW the PIC change charge without
               discount for RESELLER end user changes of interexchange or
               intraLATA carriers. Any change in RESELLER's end users'
               interexchange or intraLATA carrier must be requested by
               RESELLER on behalf of its end user.

      (B)3.5   RESELLER agrees to pay USW when its end user activates any
               services or features that are billed on a per use or per
               activation basis subject to the applicable discount in Part E
               as such may be amended pursuant to this Section (e.g.,
               continuous redial, last call return, call back calling, call
               trace, etc.).

      (B)3.6   Product specific non-recurring charges, as set forth in USW`s
               applicable Tariffs will apply when additional lines, trunks or
               circuits are added or when the end user adds features or
               services to existing lines or trunks.

      (B)3.7   Miscellaneous charges, if applicable, will be consistent with
               charges for equivalent services ordered by USW end users.

      (B)3.8   The wholesale discount rates in Part E established in the
               Washington Docket No. UT-960309, "In the Matter of the Petition
               for Arbitration of an Interconnection Agreement between AT&T
               Communications of the Pacific Northwest, Inc. and U S WEST
               Communications, Inc., for Arbitration of the Interconnection
               Rates, Terms and Pursuant to 47 U.S.C. Sec. 252(b) of the
               Telecommunications Act of 1996", (the "AT&T Arbitration") are
               interim rates and are pending the outcome of a final Commission
               decision in an interconnection cost docket. Such rates, as
               adopted in this Agreement, will be subject to true-up from the
               date those rates became effective in this Agreement to the
               effective date of the final interconnection cost docket order.
               Notwithstanding this true-up obligation, the Parties agree that
               rates in this Agreement will remain in effect as described
               below until the exhaustion of all appeals of the final order in
               the interconnection cost docket.

      (B)3.9   The Parties intend that, if the AT&T rates or the services in
               the AT&T Arbitration are changed by any negotiations, appeal,
               stay, injunction,


                                                                       Page 25


<PAGE>


                                                                       Part B
                                                                       Resale

               settlement, or similar proceeding with respect to AT&T, those
               rates and services, if they have been adopted into this
               Agreement, shall be changed in this Agreement to the same
               extent as the rates and services in the AT&T Arbitration.
               Notwithstanding the above, the Parties agree that in the event
               a stay or injunction is granted with respect to the
               implementation of the services and rates in the AT&T
               Arbitration, the Parties agree that the telecommunications
               services still available for resale following the stay or
               injunction will be available to RESELLER, effective as of the
               date of the stay order or injunction, at a wholesale discount
               rate of 12% (the "Standard Rate") until such time as a
               nonappealable order establishes a wholesale discount rate(s).
               If the Standard Rate becomes effective pursuant to this
               paragraph, the Standard Rate will also be subject to true-up
               to the rate(s) established in the nonappealable order for the
               period that the Standard Rate was in effect. If the AT&T rates
               or the applicability of the rate to the services in Part E is
               changed by a nonappealable administrative or judicial order
               following approval of negotiated rates, rates reached in an
               approved settlement agreement, a decision on appeal or other
               similar proceeding, such changed rate(s) will be available to
               RESELLER, effective as of the date of the order. The AT&T rate
               shall be subject to true-up to the changed rates for the period
               of time the AT&T rate was in effect. Notwithstanding the above,
               no true-up of either the Standard Rate or the AT&T rate will
               occur unless ordered as a part of the nonappealable
               administrative or judicial order.

      (B)3.10  If the resold services are purchased pursuant to Tariffs and
               the Tariff rates change, charges billed to RESELLER for such
               services will be based upon the new Tariff rates less the
               applicable wholesale discount, if any, as agreed to herein or
               as established by Commission order and/or resale Tariff. The
               new rate will be effective upon the Tariff effective date.

(B)4. ORDERING PROCESS

      (B)4.1   RESELLER, or RESELLER's agent, shall act as the single point of
               contact for its end users' service needs, including without
               limitation, sales, service design, order taking, provisioning,
               change orders, training, maintenance, trouble reports, repair,
               post-sale servicing, billing, collection and inquiry. RESELLER
               shall inform its end users that they are end users of RESELLER
               for resold services. RESELLER's end users contacting USW will
               be instructed to contact RESELLER; however, nothing in this
               Agreement, except as provided below, shall be deemed to
               prohibit USW from discussing its products and services with
               RESELLER's end users who call USW.

      (B)4.2   RESELLER shall transmit to USW all information necessary for
               the ordering (billing, listing and other information),
               installation, repair, maintenance and post-installation
               servicing according to USW's standard procedures, as described
               in the USW Interconnect & Resale Resource Guide available on
               USW's Web site. Information shall be provided using USWs
               designated Local Service Request (LSR) format which may
               include the LSR, end user and


                                                                       Page 26


<PAGE>


                                                                        Part B
                                                                        Resale

               resale forms. RESELLER must send USW complete and accurate end
               user listing information for Directory Assistance, Directory
               Listings, and 911 Emergency Services using USW's designated
               resale directory listing order forms. When USW's end user or
               the end user's new service provider orders the discontinuance
               of the end user's existing service in anticipation of moving
               to another service provider, USW will render its closing bill
               to the end user effective with the disconnection. If another
               service provider, RESELLER's end user or RESELLER requests
               that service be discontinued from RESELLER and subsequently
               USW's service to RESELLER is discontinued USW will issue a bill
               to RESELLER for that portion of the service provided to
               RESELLER. USW will notify RESELLER by FAX, OSS interface or
               other agreed upon processes, in accordance with the OSS
               section of this Agreement when an end user moves to another
               service provider. USW will not provide RESELLER with the name
               of the other service provider selected by the end user.

      (B)4.3   RESELLER shall provide USW and USW shall provide RESELLER with
               points of contact for order entry, problem resolution and
               repair of the resold services.

      (B)4.4   Prior to placing orders on behalf of the end user, RESELLER
               shall be responsible for obtaining and have in its possession
               Proof of Authorization ("POA"), as set forth in Part A of this
               Agreement.

      (B)4.5   Due date interval standards are addressed in the Interconnect
               & Resale Resource Guide.

      (B)4.6   Firm Order Confirmation (FOC) guidelines are addressed in the
               Interconnect & Resale Resource Guide.

      (B)4.7   USW will provide completion notification that is equal to that
               provided to USW end users.

      (B)4.8   USW will provide Design Layout Records when requested under
               terms and conditions consistent with USW end users.

      (B)4.9   USW will handle jeopardy orders based upon the same performance
               standards and criteria that USW provides to itself.

(B)5. BILLING

      (B)5.1   USW shall bill RESELLER and RESELLER is responsible for all
               applicable charges for the resold services as provided herein.
               RESELLER shall also be responsible for all Tariffed charges and
               charges separately identified in this Agreement associated with
               services that RESELLER resells to an end user under this
               Agreement.

      (B)5.2   USW shall provide RESELLER, on a monthly basis, within 7-10
               calendar days of the last day of the most recent billing
               period, in an agreed upon standard electronic billing format
               as detailed in Part D, billing information including (1) a
               summary bill, and (2) individual end user sub-account
               information consistent with the samples available for RESELLER
               review.


                                                                       Page 27


<PAGE>


                                                                         Part B
                                                                         Resale

(B)6. MAINTENANCE AND REPAIR

      RESELLER and USW will employ the procedures for handling misdirected
      repair calls as specified in the Maintenance and Repair Section of this
      Agreement.

      (B)6.1   USW will maintain facilities and equipment used to provide
               RESELLER resold services. RESELLER or its end user may not
               rearrange, move, disconnect, or attempt to repair USW
               facilities or equipment, other than by connection or
               disconnection to any interface between USW and the end user,
               without written consent of USW.

      (B)6.2   Maintenance and repair processes are detailed in the Maintenance
               and Repair Section of this Agreement.
















                                                                       Page 28


<PAGE>


                                                                         Part C
                                                             Directory Listings

                     PART C - WHITE PAGES DIRECTORY LISTINGS

(C)1. DESCRIPTION

      White Pages Listings Service (Listings) consists of USW placing the names,
      addresses and telephone numbers of RESELLER's end users in USW's listing
      database, based on end user information provided to USW by RESELLER. USW
      is authorized to use Listings in Directory Assistance (DA) and as noted
      below.

(C)2. TERMS AND CONDITIONS

      (C)2.1   RESELLER will provide in standard, mechanized format, and USW
               will accept at no charge, one primary listing for each main
               telephone number belonging to RESELLER's end users. Primary
               listings for RESELLER will include the end user Listings for
               any resold services or wireless services and are further
               defined in USW's general exchange Tariffs. RESELLER will be
               charged for premium and privacy listings, (e.g., additional,
               foreign, cross reference, informational, etc.), at USW's
               general exchange listing Tariff rates, less the wholesale
               discount. If RESELLER utilizes Remote Call Forwarding for
               local number portability, RESELLER can list only one number
               without charge - either the end user's original telephone
               number or RESELLER-assigned number. The standard discounted
               rate for an additional listing applies to the other number.

      (C)2.2   USW will furnish RESELLER the Listings format specifications.
               All manual requests are considered a project and require
               coordination between RESELLER and USW to determine time
               frames.

      (C)2.3   RESELLER grants USW a non-exclusive license to incorporate
               Listings information into its Directory Assistance database.
               With this license USW will incorporate Listings in the DA
               database.

      (C)2.4   No prior authorization is needed for USW to release Listings
               to directory publishers or other third parties. USW will
               incorporate Listings information in all existing and future
               directory assistance applications developed by USW. RESELLER
               authorizes USW to sell and otherwise make Listings available
               to directory publishers. Listings shall not be provided or
               sold in such a manner as to segregate end users by carrier.
               USW WILL NOT charge FOR UPDATING AND maintaining the Listings
               database. RESELLER will not receive compensation from USW FOR
               ANY SALE OF LISTINGS BY USW.

      (C)2.5   To the extent that state Tariffs limit USW`s liability with
               regard to Listings, the applicable state Tariff(s) is
               incorporated herein and supersedes the Limitation of Liability
               section of this Agreement with respect to Listings only.


                                                                       Page 29


<PAGE>


                                                                         Part C
                                                             Directory Listings

      (C)2.6   USW is responsible for maintaining Listings, including entering,
               changing, correcting, rearranging and removing Listings in
               accordance with RESELLER orders. USW will take reasonable steps
               in accordance with industry practices to accommodate
               non-published and non-listed Listings provided that RESELLER
               has supplied USW the necessary privacy indicators on such
               Listings.

      (C)2.7   USW will include RESELLER Listings in USW's Directory Assistance
               service to ensure that callers to USW's Directory Assistance
               service have non-discriminatory access to RESELLER's Listings.

      (C)2.8   USW will ensure RESELLER Listings provided to USW are included
               in the white pages directory published on USW's behalf.

      (C)2.9   RESELLER agrees to provide to USW its end user names, addresses
               and telephone numbers in a standard mechanized format, as
               specified by USW.

      (C)2.10  RESELLER will supply its ACNA/CIC or CLCC/OCN, as appropriate,
               with each order to provide USW the means of identifying Listings
               ownership.

      (C)2.11  Upon request by USW, RESELLER shall submit proof to USW, of
               authorization from each end user for which RESELLER submits a
               change in end user's Listing.

      (C)2.12  RESELLER represents and warrants the end user information
               provided to USW is accurate and correct. RESELLER further
               represents and warrants that it has reviewed all Listings
               provided to USW, including end user requested restrictions on
               use such as non published and non-listed. RESELLER shall be
               solely responsible for knowing and adhering to state laws or
               rulings regarding Listings (e.g., no solicitation requirements
               in the states of Arizona and Oregon, privacy requirements in
               Colorado), and for supplying USW with the applicable Listing
               information.

      (C)2.13  RESELLER is responsible for all dealings with, and on behalf
               of, RESELLER's end users, including:

               (C)2.13.1  All end user account activity, (e.g. end user queries
                          and complaints).

               (C)2.13.2  All account maintenance activity, (e.g., additions,
                          changes, issuance of orders for Listings to USW).

               (C)2.13.3  Determining privacy requirements and accurately
                          coding the privacy indicators for RESELLER's end user
                          information. If end user information provided by
                          RESELLER to USW does not contain a privacy indicator,
                          no privacy restrictions will apply.


                                                                       Page 30


<PAGE>


                                                                         Part C
                                                             Directory Listings

               (C)2.13.4  Any additional services requested by RESELLER's end
                          users.













                                                                       Page 31


<PAGE>


                                                                         Part D
                                                       Miscellaneous Provisions

                        PART D- MISCELLANEOUS PROVISIONS

(D)I. NETWORK SECURITY

      (D)1.1   Protection of Service and Property - Each Party shall exercise
               the same degree of care to prevent harm or damage to the other
               Party and any third parties, its employees, agents or end
               users, or their property as it employs to protect its own
               personnel, end users and property, etc. Each Party shall
               comply at all times with USW security and safety procedures
               and requirements.

      (D)1.2   Revenue Protection - USW shall make available to RESELLER all
               present and future fraud prevention or revenue protection
               features. These features include, but are not limited to
               screening codes, and 900 numbers.

      (D)1.3.  Law Enforcement Interface - USW provides emergency assistance
               to 911 centers and law enforcement agencies seven (7) days a
               week/twenty-four (24) hours a day. Assistance includes, but is
               not limited to release of 911 trace and subscriber information;
               in-progress trace requests; establishing emergency trace
               equipment, release of information from an emergency trap/trace
               or *57 trace; requests for emergency subscriber information;
               assistance to law enforcement agencies in hostage/barricade
               situations, kidnappings, bomb threats, extortion/scams,
               runaways and life threats.

      (D)1.4   USW provides trap/trace, pen register and Title III assistance
               directly to law enforcement, if such assistance is directed by
               a court order. This service is provided during normal business
               hours, Monday through Friday. Exceptions are addressed in the
               above paragraph. The charges for these services will be billed
               directly to the law enforcement agency, without involvement of
               RESELLER, for any lines served from USW Wire Centers or cross
               boxes.

      (D)1.5   In all cases involving telephone lines served from USW Wire
               Centers or cross boxes, USW will perform trap/trace Title III
               and pen register assistance directly with law enforcement.
               RESELLER will not be involved or notified of such actions, due
               to non-disclosure court order considerations, as well as timely
               response duties when law enforcement agencies are involved.
               Exceptions to the above will be those cases, as yet
               undetermined, where RESELLER must participate due to technical
               reasons wherein its circuitry must be accessed or modified to
               comply with law enforcement, or for legal reasons that may
               evolve over time. RESELLER will provide USW with a 24 hour a
               day, 7 days a week contact for processing such requests, should
               they occur.

(D)2. ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)

      (D)2.1   Description

               (D)2.1.1   USW has developed and shall continue to provide
                          Operational Support Systems OSS interfaces using
                          electronic gateways. These gateways act as a
                          mediation or control point between RESELLER's


                                                                       Page 32


<PAGE>


                                                                         Part D
                                                       Miscellaneous Provisions

                          and USW's OSS. These gateways provide security for the
                          interfaces, protecting the integrity of the USW OSS
                          and its databases. USW's OSS interfaces have been
                          developed to support Pre-ordering, Ordering and
                          Provisioning, Maintenance and Repair and Billing.
                          Included below is a description of the products and
                          functions supported by USW OSS interfaces and the
                          technology used by each. This section describes the
                          interfaces that USW has developed and shall provide
                          RESELLER. Additional technical information and
                          details shall be provided by USW in training sessions
                          and documentation, such as the "Interconnect Mediated
                          Access User's Guide". USW will continue to make
                          improvements to the electronic interfaces as
                          technology evolves, providing notification to
                          RESELLER consistent with the provisions of this
                          Section.

               (D)2.1.2   Through its electronic gateways, USW shall provide
                          RESELLER nondiscriminatory access to USW's
                          operational support systems for pre-ordering,
                          ordering and provisioning, maintenance and repair,
                          and billing for resale. For the pre-ordering,
                          ordering and provisioning of resold services, USW
                          shall provide RESELLER access to its OSS in
                          substantially the same time and manner as it provides
                          to itself.

      (D)2.2   OSS Support for Pre-Ordering, Ordering and Provisioning

               (D)2.2.1   LSR (Local Service Request) Ordering Process

                          (D)2.2.1.1  RESELLER shall use electronic interfaces
                                      for orders placed using the LSR Ordering
                                      Process for the services it supports.
                                      The electronic interface gateways include
                                      both the Electronic Data Interchange
                                      (EDI) interface and the Interconnect
                                      Mediated Access (IMA) Graphical User
                                      Interface (GUI).

                          (D)2.2.1.2  The EDI interface provides a single
                                      interface for PreOrder and Order
                                      transactions from RESELLER to USW and is
                                      transaction based rather than batch
                                      based. The interface standards for EDI
                                      are based upon the Order & Billing Forum
                                      (OBF) Local Service Order Guidelines
                                      (LSOG), the Telecommunication Industry
                                      Forum (TCIF) Customer Service Guideline
                                      and the American National Standards
                                      Institute/Accredited Standards Committee
                                      (ANSI ASC) X12 with exceptions as
                                      specified in the IMA and EDI disclosure
                                      documents which are provided in
                                      conjunction with the implementation
                                      responsibilities contained in this
                                      Section.


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                                                       Miscellaneous Provisions

               (D)2.2.1.3 The IMA GUI also provides a single interface for
                          Pre-Order and Order transactions from RESELLER to USW
                          and is browser based The IMA GUI interface is based
                          on the LSOG and utilizes a WEB standard technology,
                          Hyper Text Markup Language (HTML), JAVA, and the
                          Transmission Control Protocol/Internet Protocol
                          (TCP/IP) to transmit messages.

               (D)2.2.1.4 Functions

                   (D)2.2.1.4.1 Pre-ordering

                                Pre-Ordering refers to the set of activities
                                performed in conjunction with placing an order.
                                Pre-order consists of the following functions:
                                validate address, service availability, review
                                Customer Service Record (CSR), check facility
                                availability, reserve telephone numbers, and
                                schedule an appointment. The electronic
                                interface gateways provide on-line capabilities
                                to perform these functions. Not all functions
                                apply to all products.

                            (D)2.2.1.4.1.1   Validate address will verify the
                                             end user's address.

                            (D)2.2.1.1.4.1.2 Service Availability will return
                                             the list of (1) POTS products and
                                             services available in the Central
                                             Office switch serving a particular
                                             end user address, which will
                                             indicate to RESELLER, among other
                                             things, which products and
                                             services are authorized for resale
                                             in the Central Office switch
                                             serving a particular end user
                                             address and (2) non-switched-based
                                             products and services that RESELLER
                                             is authorized to provide according
                                             to its resale agreement with USK

                            (D)2.2.1.1.4.1.3 Review Customer Service Record
                                             (CSR) gives RESELLER the ability
                                             to request a display of local
                                             exchange services and features
                                             (CPNI) USW is currently providing
                                             to an end user.


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                              (D)2.2.1.4.1.4 Check Facility Availability will
                                          provide an indication of whether
                                          existing facilities are available or
                                          if new facilities are required, and if
                                          a technician must be dispatched to
                                          provide the facilities requested at
                                          the end user's address. This
                                          transaction does not reserve
                                          facilities and does not guarantee
                                          that facilities will or will not be
                                          available when the order is submitted.

                              (D)2.2.1.4.1.5 Reserve Telephone Numbers provides
                                          RESELLER with the ability to select an
                                          end user's telephone number. The
                                          reservation process is further divided
                                          into telephone number availability,
                                          selection, exchange and return
                                          functionality. Expiration period for
                                          selection and submission of Telephone
                                          Number are:

                                          -     A period up to thirty (30)
                                                minutes in which to make a
                                                telephone number selection. If
                                                this time limit is exceeded, and
                                                no attempt has been made to
                                                select the telephone numbers,
                                                the telephone numbers are sent
                                                back to the OSS and an error
                                                message is displayed on the LSR.
                                                A new query will need to be
                                                performed for available
                                                telephone numbers.

                                          -     When a telephone number has been
                                                reserved, there is a twenty-four
                                                (24) hour business period that
                                                the telephone number may be
                                                included on an LSR. If the time
                                                limit is exceeded, the telephone
                                                number is returned to the OSS.

                              (D)2.2.1.4.1.6 Schedule Appointment allows
                                          RESELLER to retrieve a calendar of
                                          available appointments and to reserve
                                          an appointment date and time so that a
                                          technician can be dispatched for
                                          premises and/or non-premises work.

                              (D)2.2.1.4.1.7 Expiration period for selection and
                                          submission of Appointment Reservation
                                          are:

                                          -     A selection must be made within
                                                a thirty (30) minute period. If
                                                an appointment


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                                                                         Part D
                                                       Miscellaneous Provisions

                                                has been selected and the time
                                                limit was exceeded, an error
                                                message will display. If the
                                                error message displays, an
                                                updated list of available
                                                appointments will need to be
                                                requested. If an appointment has
                                                already been reserved for this
                                                Purchase Order Number, the
                                                Appointment Confirmation window
                                                will be displayed and will be
                                                pre-populated with confirmation
                                                number, appointment date and
                                                time, and after and before
                                                times.
                                           -    Appointments are reserved
                                                for a 24-hour business period.
                                                If the appointment is not
                                                attached to a submitted order
                                                within 24 business hours, the
                                                appointment is returned. When
                                                the appointment is successfully
                                                reserved, confirmation of the
                                                appointment will be displayed to
                                                RESELLER.

                        (D)2.2.1.4.2 Ordering and Provisioning

                                    Submitting an LSR will result in the
                                    provisioning and installation, if necessary,
                                    of an end user's service. The functional set
                                    associated with ordering is: Create New LSR,
                                    Open LSR, Query LSR Status and FOC Return.

                              (D)2.2.1.4.2.1 Create New LSR allows entry of
                                          information specific to the LSR,
                                          including required OBF forms,
                                          validates information and submits the
                                          LSR for processing.

                              (D)2.2.1.4.2.2 Open LSR allows RESELLER to save
                                          LSRs it is not ready to submit for
                                          processing as a pending status. When
                                          an LSR is saved as pending, all the
                                          data in all the forms associated with
                                          the LSR is saved. This feature permits
                                          RESELLER to access, edit, submit,
                                          re-save, and purge pending LSRs. In
                                          addition, for issued LSRs, RESELLER
                                          can issue supplemental LSRs and
                                          cancellations.


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                                                       Miscellaneous Provisions

                              (D)2.2.1.4.2.3 Query LSR Status allows RESELLER to
                                          obtain the status of the LSR. Status
                                          is provided to RESELLER upon inquiry.
                                          Order status functions include the
                                          following: Submitted, In Review,
                                          Issued, Rejected, Erred, Completed and
                                          Jeopardy.

                              (D)2.2.1.4.2.4 FOC Return returns a Firm Order
                                          Confirmation to RESELLER. The FOC
                                          confirms that USW has received a SR,
                                          issued an order, and assigned an order
                                          number for tracking.

                  (D)2.2.1.5  Forecast of Usage

                        (D)2.2.1.5.1 RESELLER shall supply USW with a forecast
                                    of products and volumes they anticipate
                                    ordering through the electronic interface
                                    gateways on a quarterly basis.

                        (D)2.2.1.5.2 USW will use RESELLER's forecast to provide
                                    RESELLER sufficient capacity to provide the
                                    services and elements requested. If RESELLER
                                    exceeds its capacity without notification,
                                    to the extent that it causes degradation to
                                    other users' response times, RESELLER's use
                                    of its capacity on the IMA or EDI server may
                                    be discontinued until a resolution can be
                                    mutually agreed to by both Parties. USW will
                                    attempt to notify RESELLER before
                                    discontinuing RESELLER's use of the IMA or
                                    EDI server; however USW reserves the right
                                    to discontinue use if it is unable to
                                    contact RESELLER.

                        (D)2.2.1.5.3 When RESELLER requests more than twenty
                                    (20) Secure IDs from USW RESELLER shall use
                                    a T1 line instead of dial-up capabilities.

                  (D)2.2.1.6. Access Service Request (ASR) Ordering Process

                        (D)2.2.1.6.1 The Exchange Access Control and Tracking
                                    (EXACT) system may be used for orders placed
                                    using the ASR process. EXACT is based upon
                                    the OBF Access Service Order Guidelines
                                    (ASOG). The EXACT interface accepts a batch


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                                                        Miscellaneous Provisions

                                    file that is transmitted via a Network Data
                                    Mover (NDM) connection to USW from RESELLER.
                                    It is RESELLER's responsibility to obtain
                                    the appropriate software to interface with
                                    USW's EXACT system.

                  (D)2.2.1.7  Facility Based EDI Listing Process

                        (D)2.2.1.7.1 The Facility Based EDI Listing Process is a
                                    single interface from RESELLER to USW. This
                                    interface is based upon the OBF LSOG and
                                    ANSI ASC X12 standards, version 4010. This
                                    interface enables RESELLER listing data to
                                    be translated and passed into the USW
                                    listing database. After USW's daily batch
                                    processing, a Confirmation/Completion
                                    record (for every PON provided on input) is
                                    returned to RESELLER via an EDI 855
                                    transaction.

            (D)2.2.2    Maintenance and Repair

                  (D)2.2.2.1  Maintenance and Repair electronic interfaces
                              support the tracking and resolution of end users'
                              repair and maintenance needs as reported to
                              RESELLER. They facilitate the exchange of updated
                              information and progress reports between USW and
                              RESELLER while the Trouble Report (TR) is open and
                              a USW technician is working on the resolution.

                  (D)2.2.2.2  RESELLER shall use the electronic interface
                              gateways for reporting trouble. The electronic
                              interface gateways are comprised of either the
                              Mediated Access System Electronic Bonding (MEDIACC
                              EB) interface or the IMA GUI interface.

                  (D)2.2.2.3  The MEDIACC Electronic Bonding (EB) interface uses
                              CMIP protocol over X.25 packet switching network
                              using ANS T1M1.5 227/228 standards.

                  (D)2.2.2.4  The IMA GUI also provides a single interface for
                              trouble reporting from RESELLER to USW and is
                              browser based. The IMA GUI interface uses a
                              Berkley Socket interface using ANSI T1M1.5 227/228
                              standards. The IMA GUI uses JAVA as the standard.
                              The IMA GUI Interface currently supports trouble
                              reporting for resale services.


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                                                        Miscellaneous Provisions

                  (D)2.2.2.5  Functions

                        (D)2.2.2.5.1 Maintenance and Repair - The functions,
                                    processes and systems used in repair are
                                    based on a Trouble Report (TR), which is an
                                    electronic document maintained in one or
                                    more OSS. A TR contains information about
                                    the end user, the trouble, the status of the
                                    work on the trouble and the results of the
                                    investigation and resolution efforts. These
                                    business processes will be made available to
                                    RESELLER in the following functional set:
                                    open a trouble report, modify a trouble
                                    report, notification of status change, view
                                    trouble report status, cancel a trouble
                                    report, receive a trouble report history,
                                    resubmit/delete an erred trouble report and
                                    close a trouble report.

                              (D)2.2.2.5.1.1 Open Trouble Report is the
                                          mechanism that captures information
                                          needed to resolve the trouble. Once a
                                          TR has been opened, if RESELLER is
                                          using MEDIACC EB, USW sends an
                                          electronic transaction to RESELLER
                                          identifying information about the TR
                                          (E.G., commitment date and tracking
                                          number).

                              (D)2.2.2.5.1.2 In IMA for POTS, and in EBTA for
                                          POTS and designed services, Modify
                                          Trouble Report allows RESELLER to
                                          modify the trouble severity (for
                                          example; change from "service
                                          affecting" to "out of service") and
                                          trouble narrative on a TR until it has
                                          been cleared.

                              (D)2.2.2.5.1.3 Status Change Notification provides
                                          notification to RESELLER that the
                                          status of a previously opened TR has
                                          changed. If RESELLER is using MEDIACC
                                          EB, RESELLER will receive this
                                          notification via an electronic
                                          transaction. If RESELLER is using the
                                          IMA GUI Interface, RESELLER will
                                          receive this notification via email
                                          and/or fax.

                              (D)2.2.2.5.1.4 View Trouble Report Status/Trouble
                                          Report Status Request allows RESELLER
                                          to view the status of an opened
                                          Trouble Report. If RESELLER is using
                                          MEDIACC EB, USW sends an electronic
                                          transaction to RESELLER with the


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                                                        Miscellaneous Provisions

                                       status of an opened TR after RESELLER
                                       sends an electronic transaction to
                                       request the status.

                        (D)2.2.2.5.1.5 Cancel Trouble Report allows
                                       RESELLER to request cancellation of a
                                       previously opened TR. Once a request
                                       to cancel is received, an orderly
                                       cessation of the trouble resolution
                                       process begins. If USW has completed
                                       any work before the trouble resolution
                                       process is stopped, charges to
                                       RESELLER may apply.

                        (D)2.2.2.5.1.6 Trouble Report History provides
                                       RESELLER with historical information
                                       on up to the last three trouble
                                       reports. For POTS resale, the
                                       disposition and trouble report date
                                       and time are provided. For design
                                       services resale, the trouble report
                                       date and time, a text description of
                                       the disposition, the USW Trouble
                                       Report Number, and the trouble type
                                       are provided. IMA provides trouble
                                       report history.

                        (D)2.2.2.5.1.7 Resubmit/Delete allows trouble
                                       reports to be resubmitted or deleted
                                       via IMA GUI if, prior to entering USW's
                                       OSS, the transaction fails or errors.
                                       This transaction is only valid if the
                                       TR has not entered USW's OSS. This
                                       transaction is currently only
                                       available via IMA GUI

                        (D)2.2.5.1.8   Close a Trouble Report for resale, allows
                                       USW to close the TR once work is
                                       complete. For design resale services, USW
                                       sends RESELLER a request for verification
                                       to close. RESELLER then authorizes or
                                       denies the closure. RESELLER has
                                       twenty-four (24) hours to respond. If a
                                       response is not received within that time
                                       frame, the TR will automatically be
                                       closed. USW provides notification to
                                       RESELLER that a TR has been closed
                                       because the trouble was resolved.
                                       Additional information, (e.g.,
                                       disposition, disposition description,
                                       outage duration, maintenance of service,
                                       charge indicator) is also included. If
                                       RESELLER is using EB, RESELLER will
                                       receive this response via an electronic


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                                                                          Part D
                                                        Miscellaneous Provisions

                                       transaction. If RESELLER is using the IMA
                                       GUI Interface, RESELLER will receive this
                                       response via email and/or fax.

                        (D)2.2.2.5.1.9 MLT test results give [-Reseller] the
                                       ability to request a loop test for POTS
                                       service via EBTA. When RESELLER submits a
                                       TR through IMA, the technician handling
                                       the TR will order a MLT test in
                                       appropriate situations.

      (D)2.3      Hours of Operation

                  USW's electronic interface gateways will be available to
                  Resellers according to the following schedule:

<TABLE>
<CAPTION>
Function                                Monday - Friday           Saturday             Sunday
<S>                                     <C>                       <C>                  <C>
IMA Pre-Order & Order                   06:00 - 20:00
Exact Order                             06:00 - 19:00             07:00 - 17:00
Repair                                  02:15 - 23:15             07:00 - 21:00        13:00 - 17:00
</TABLE>

                  USW shall notify Resellers regarding system downtime through
                  mass facsimile distribution and pop-up windows in the IMA GUI
                  All referenced times are Mountain Time.

                  The preceding times represent the period when USW commits
                  that its OSS interfaces and downstream systems will be
                  functioning (except for unforeseen system crashes) and its
                  personnel will be available to assist RESELLER. USW's OSS
                  interfaces are typically available 23 hours a day. RESELLER
                  may call any maintenance and repair issues to the applicable
                  repair center 24 hours per day, seven days per week. USW shall
                  provide RESELLER current repair contact numbers.

      (D)2.4      Billing

            (D)2.4.1    For products billed out of the USW Interexchange Access
                        Billing System (IABS), USW will utilize the existing
                        CABS/BOS format and technology for the transmission of
                        bills.

            (D)2.4.2    For products billed out of the USW Customer Record
                        Information System (CRIS), USW will utilize the existing
                        EDI standard for the transmission of monthly local
                        billing information. EDI is an established standard
                        under the auspices of the American National Standards
                        Institute/Accredited Standards Committee (ANSI/ASC) X12
                        Committee. A proper subset of this specification has
                        been adopted by the Telecommunications Industry Forum
                        (TCIF) as the "811 Guidelines" specifically for the
                        purposes of telecommunications billing.


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      (D)2.5      Outputs

                  Output information will be provided to RESELLER in the form of
                  bills, files, and reports. Bills will capture all regular
                  monthly and incremental/usage charges and present them in a
                  summarized format. The files and reports delivered to RESELLER
                  provide more detailed information than the bills. They come in
                  the following categories:

<TABLE>
<S>                                 <C>
Usage Record File                   Line Usage Information
Loss and Completion                 Order Information
Category 11                         Facility Based Line Usage Information
SAG/FAM                             Street Address/Facility Availability Information
</TABLE>

            (D)2.5.1    BILLS

                  (D)2.5.1.1  CRIS Summary Bill - The CRIS (Customer Record
                              Information System) Summary Bill represents a
                              monthly summary of charges for most wholesale
                              products sold by USW. This bill includes a total
                              of all charges by entity plus a summary of current
                              charges and adjustments on each sub-account.
                              Individual sub-accounts are provided as billing
                              detail and contain monthly, one time charges and
                              incremental/call detail information. The Summary
                              provides one bill and one payment document for
                              RESELLER. These bills are segmented by state and
                              bill cycle. The number of bills received by
                              RESELLER is dictated by the product ordered and
                              the USW region in which RESELLER is operating.

                  (D)2.5.1.2  IABS Bill - The IABS (Interexchange Access Billing
                              System) Bill represents a monthly summary of
                              charges. This bill includes monthly and one time
                              charges plus a summary of any usage charges. These
                              bills are segmented by product, LATA, billing
                              account number (BAN) and bill cycle.

            (D)2.5.2    Files and Reports

                  (D)2.5.2.1  Daily Usage Record File provides the accumulated
                              set of call information for a given day as
                              captured, or a "recorded" by the network switches.
                              This file will be transmitted Monday through
                              Friday, excluding USW holidays. This information
                              is a file of un-rated USW originated usage
                              messages and rated RESELLER originated usage
                              messages. It is provided in Alliance for
                              Telecommunication Industry Solution (ATIS)
                              standard


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                                                                          Part D
                                                        Miscellaneous Provisions

                              Electronic Message Interface (EMI) format. This
                              EMI format is outlined in the document SR-320;
                              which can be obtained directly from ATIS. The
                              Daily Usage Record File contains multi-state data
                              for the Data Processing Center generating this
                              information. Individual state identification
                              information is contained with the message detail.
                              USW will provide this data to RESELLER with the
                              same level of precision and accuracy it provides
                              itself. This file will be provided for Resale
                              services.

                  (D)2.5.2.2  The charge for this Daily Usage Record File is
                              contained in Part E of this Agreement.

                  (D)2.5.2.3  Routing of in-region IntraLATA Collect, Calling
                              Card, and Third Number Billed Messages - USW will
                              distribute in-region intraLATA collect, calling
                              card, and third number billed messages to RESELLER
                              and exchange with other Co-Providers operating in
                              region in a manner consistent with existing
                              inter-company processing agreements. Whenever the
                              daily usage information is transmitted to a
                              carrier, it will contain these records for these
                              types of calls as well.

                  (D)2.5.2.4  Loss Report provides RESELLER with a daily report
                              that contains a list of accounts that have had
                              lines and/or services disconnected. This may
                              indicate that the end user has changed Resellers
                              or removed services from an existing account. This
                              report also details the order number, service name
                              and address, and date this change was made.
                              Individual reports will be provided for resale
                              services.:

                  (D)2.5.2.5  Completion Report provides RESELLER with a daily
                              report. This report is used to advise RESELLER
                              that the order(s) for the service(s) requested is
                              complete. It details the order number, service
                              name and address and date this change was
                              completed. Individual reports will be provided for
                              resale services.:

                              This report media is described in Exhibit C.

                  (D)2.5.2.6  Category 11 Records are Exchange Message Records
                              (EMR) which provide mechanized record formats that
                              can be used to exchange access usage information
                              between USW and RESELLER. Category 1101 series


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                                                                          Part D
                                                        Miscellaneous Provisions

                              records are used to exchange detailed access usage
                              information.

                  (D)2.5.2.7  Category 1150 series records are used to exchange
                              summarized Meet Point Billed access
                              minutes-of-use.

                                 These mechanized records are available from
                                 USW in the following formats:

                                 NDM (direct connect or dial-up)
                                 Comet
                                 Tape
                                 Cartridge

                  (D)2.5.2.8  SAG/FAM Files - The SAG (Street Address Guide)/
                              FAM (Facility Availability Matrix) files contain
                              the following information:

                              SAG provides: - Address and Serving Central Office
                              Information.

                              FAM provides USOCs and descriptions by state -
                              (POTS services only). USOC availability by NPA-NXX
                              (with the exception of Centrex).
                              interLATA/intraLATA carriers by NPA-NXX.

                              These files are made available via a download
                              process. They can be retrieved by ftp (file
                              transfer protocol), NDM (Network Data Mover)
                              connectivity, or a Web browser.

      (D)2.6      Modifications to OSS Interfaces

            (D)2.6.1    RESELLER and USW agree to discuss the modification of
                        OSS interfaces based upon evolving standards (e.g., data
                        elements, protocols, transport networks, etc.) and
                        guidelines issued by or referenced by relevant Alliance
                        for Telecommunication Industry Solution (ATIS)
                        committees. Establishment of new, or changes to industry
                        standards and guidelines will be reviewed semi-annually.
                        The review will consider standards and guidelines that
                        have reached final closure as well as those published in
                        final form. Both Parties agree to evaluate evolving
                        standards and determine the relevant modification to be
                        implemented based upon the latest approved version
                        adopted or the latest version reflecting final closure
                        by the relevant ATIS committee or subcommittee. As a
                        result of the review, USW shall draft appropriate
                        interface specifications that shall be made available to
                        RESELLER through the electronic gateway disclosure
                        document. Changes shall be implemented in the next
                        release after the distribution of the electronic gateway
                        disclosure document to the Resellers.


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                                                        Miscellaneous Provisions

            (D)2.6.2    In the course of establishing operational ready system
                        interfaces between USW and RESELLER to support local
                        service delivery, RESELLER and USW may need to define
                        and implement system interface specifications that are
                        supplemental to existing standards. RESELLER and USW
                        will submit such specifications to the appropriate
                        standards committee and will work towards their
                        acceptance as a standard.

            (D)2.6.3    Release updates will be based on regulatory obligations
                        as dictated by the FCC or Commissions and, as time
                        permits, business requirements. USW will provide to
                        RESELLER the features list for modifications to the
                        interface. Specifications for interface modifications
                        will be provided to RESELLER three (3) weeks prior to
                        the release date. RESELLER is required to upgrade to the
                        current release within six (6) months of the
                        installation date.

      (D)2.7      Reseller Responsibilities for Implementation of OSS Interfaces

            (D)2.7.1    Before any RESELLER implementation can begin, RESELLER
                        must completely and accurately answer the New Customer
                        Questionnaire. This questionnaire is provided by the USW
                        account manager and details information needed by USW in
                        order to establish service for RESELLER.

            (D)2.7.2    Once USW receives a complete and accurate New Customer
                        Questionnaire, USW and RESELLER will mutually agree upon
                        time frames for RESELLER implementation.

            (D)2.7.3    If using the EDI interfaces, USW will provide RESELLER
                        with a copy of the Production Readiness Verification
                        document. RESELLER is obligated to meet the requirements
                        specified in the Production Readiness Verification
                        document regardless of whether RESELLER chooses to
                        participate in the Production Readiness Verification
                        Test.

      (D)2.8      Reseller Responsibilities for On-going Support for OSS
                  Interfaces

            (D)2.8.1    If using the IMA GUI interface, RESELLER must work with
                        USW to train RESELLER personnel on the IMA GUI functions
                        that RESELLER will be using. USW and RESELLER shall
                        concur on which IMA GUI functions should be included in
                        RESELLER's training. USW and RESELLER shall make
                        reasonable efforts to schedule training in a timely
                        fashion.

            (D)2.8.2    An exchange protocol will be used to transport EDI
                        formatted content. RESELLER must perform certification
                        testing of exchange protocol prior to using EDI.


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                                                                          Part D
                                                        Miscellaneous Provisions

            (D)2.8.3    If RESELLER is using EDI, USW shall provide RESELLER
                        with a pre-allotted amount of time to complete
                        certification of its business scenarios. It is the sole
                        responsibility of RESELLER to schedule an appointment
                        with USW for certification of its business scenarios.
                        RESELLER must comply with the agreed upon dates and
                        times scheduled for the certification of its business
                        scenarios. If the certification of business scenarios
                        is delayed due to RESELLER, it is the sole
                        responsibility of RESELLER to schedule new appointments
                        for certification of its business scenarios. Conflicts
                        in the schedule could result in certification being
                        delayed. If a delay is due to USW, USW will honor
                        RESELLER's schedule through the use of alternative
                        hours.

            (D)2.8.4    If RESELLER is using the EDI interface, RESELLER must
                        work with USW to certify the business scenarios that
                        RESELLER will be using in order to ensure successful
                        transaction processing. USW and RESELLER shall mutually
                        agree to the business scenarios for which RESELLER is
                        required to be certified. Certification is granted only
                        for a specific release of EDI. New releases of EDI may
                        require re-certification of some or all business
                        scenarios. A determination as to the need for
                        re-certification will be made by the USW Coordinator in
                        conjunction with the release manager of each EDI
                        release. Notice of the need for re-certification will be
                        provided to RESELLER three (3) weeks prior to the
                        release date.

            (D)2.8.5    In the event of Electronic Interface trouble, RESELLER
                        shall use its best efforts to isolate and resolve the
                        trouble using the guidelines provided in the Production
                        Readiness Verification document. If RESELLER cannot
                        resolve the problem, then RESELLER should contact the
                        LSP Systems Help Desk. The LSP Systems Help Desk is
                        RESELLER's Single Point of Contact for electronic
                        interface trouble.

      (D)2.9      Reseller Support

            (D)2.9.1    USW shall provide adequate assistance to RESELLER for
                        RESELLER to understand how to implement and use the OSS
                        functions for which USW provides access. This assistance
                        will include training, documentation, and a LSP Help
                        Desk. The LSP Help Desk will provide a single point of
                        entry for RESELLER to gain assistance in areas involving
                        connectivity, system availability, and file outputs. The
                        LSP Systems Help Desk is available Monday through
                        Friday, 6:00 a.m. until 8:00 p.m. Mountain Time,
                        excluding USW holidays. The Help Desk areas are further
                        described below..

                  (D)2.9.1.1  Connectivity covers trouble with RESELLER's access
                              to the USW system for hardware configuration
                              requirements with relevance to EDI and IMA GUI;


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                                                                          Part D
                                                        Miscellaneous Provisions

                              software configuration requirements with relevance
                              to EDI and IMA GUI; modem configuration
                              requirements; T1 configuration and dial in string
                              requirements; firewall access configuration;
                              Secure ID configuration; Profile Setup and
                              password verification.

                  (D)2.9.1.2  System availability covers system errors generated
                              during an attempt by RESELLER to place orders or
                              open trouble reports through EDI and IMA GUI.
                              These system errors are limited to: POTS; Design
                              Services and Repair.

                  (D)2.9.1.3  File Outputs covers RESELLER's output files and
                              reports produced from its usage and order
                              activity. File outputs system errors are limited
                              to: Daily Usage File; Loss / Completion File; IABS
                              Bill; CRIS Summary Bill; Category 11 Report and
                              SAG/FAM Reports.

            (D)2.9.2    Additional assistance to Resellers is available through
                        various web sites. These web sites provide electronic
                        interface training information and user documentation
                        and technical specifications.

      (D)2.10     Compensation / Cost Recovery

                  On-going and one-time startup charges, as applicable, will be
                  billed at rates to be specified by the Commission at the
                  completion of an appropriate cost docket hearing. USW shall
                  establish rates for any systems charges not included in
                  appropriate cost docket hearings.

(D)3. U S WEST DEX

      USW and RESELLER agree that certain issues outside the provision of basic
      white page directory listings, such as yellow pages advertising, yellow
      pages listings, directory coverage, directory distribution, access to call
      guide pages (phone service pages), applicable listings criteria, white
      page enhancements and publication schedules will be the subject of
      negotiations between RESELLER and directory publishers, including U S WEST
      Dex. USW acknowledges that RESELLER may request USW to facilitate
      discussions between RESELLER and U S WEST Dex.

(D)4. NOTICE OF CHANGES

      Notice should be written and provide pertinent descriptive information of
      such changes, within the limitations of confidentiality and disclosure,
      such that the other Party can evaluate potential effects. Also included
      with the written notice should be contact names and phone numbers for
      subsequent discussions.

      This represents good faith effort on the part of the Parties and will
      evolve over time as required for the effective provision of resale
      services and end user service delivery.


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                                                                          Part D
                                                        Miscellaneous Provisions

(D)5. MAINTENANCE AND REPAIR

      (D)5.1      Service Levels

            (D)5.1.1    USW will provide repair and maintenance for all services
                        covered by this Agreement in a manner equal to that
                        which USW provides for itself.

            (D)5.1.2    During the term of this Agreement, USW will provide
                        necessary maintenance business process support to allow
                        RESELLER to provide similar service quality to that
                        provided by USW to its end users.

            (D)5.1.3    USW will perform repair service that is equal in
                        timeliness and quality to that which it provides to its
                        own end users.

      (D)5.2      Branding

            (D)5.2.1    Should USW need to use various forms for communication
                        with RESELLER end users (while out on premises dispatch
                        on behalf of RESELLER, for example), USW will use
                        unbranded forms.

            (D)5.2.2    If required by RESELLER, USW will use branded forms
                        provided at RESELLER's full expense, covering training
                        costs, storage, printing, distribution and all other
                        branding-related costs.

      (D)5.3      Service interruptions

            (D)5.3.1    The characteristics and methods of operation of any
                        circuits, facilities or equipment of either Party
                        connected with the services, facilities or equipment of
                        the other Party pursuant to this Agreement shall not: 1)
                        interfere with or impair service over any facilities of
                        the other Party; its affiliated companies, or its
                        connecting and concurring carriers involved in providing
                        its services; 2) cause damage to their plant; 3) violate
                        any applicable law or regulation regarding the invasion
                        of privacy of any communications carried over the
                        Party's facilities; or 4) create hazards to the
                        employees of either Party or to the public. Each of
                        these requirements is hereinafter referred to as an
                        "Impairment of Service".

            (D)5.3.2    If it is confirmed that either Party is causing an
                        Impairment of Service, as set forth in this Section, the
                        Party whose network or service is being impaired (the
                        "Impaired Party") shall promptly notify the Party
                        causing the Impairment of Service (the "Impairing
                        Party") of the nature and location of the problem. The
                        Impaired Party shall advise the Impairing Party that,
                        unless promptly rectified, a temporary discontinuance of
                        the use of any circuit, facility or equipment may be
                        required. The Impairing Party and the Impaired Party
                        agree to work together to attempt to promptly resolve
                        the Impairment of Service. If the Impairing Party is
                        unable to promptly remedy the Impairment of


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                                                        Miscellaneous Provisions

                        Service, the Impaired Party may temporarily discontinue
                        use of the affected circuit, facility or equipment.

            (D)5.3.3    To facilitate trouble reporting and to coordinate the
                        repair of the service provided by each Party to the
                        other under this Agreement, each Party shall designate a
                        repair center for such service.

            (D)5.3.4    Each Party shall furnish a trouble reporting telephone
                        number for the designated repair center. This number
                        shall give access to the location where records are
                        normally located and where current status reports on any
                        trouble reports are readily available. If necessary,
                        alternative out-of-hours procedures shall be established
                        to ensure access to a location that is staffed and has
                        the authority to initiate corrective action.

            (D)5.3.5    Before either Party reports a trouble condition, it
                        shall use its best efforts to isolate the trouble to the
                        other's facilities

                  (D)5.3.5.1  In cases where a trouble condition affects a
                              significant portion of the other's service, the
                              Parties shall assign the same priority provided to
                              other Resellers and to itself.

                  (D)5.3.5.2  The Parties shall cooperate in isolating trouble
                              conditions.

      (D)5.4      Trouble Isolation

            (D)5.4.1    According to applicable state Tariffs, USW will bill
                        appropriate Trouble Isolation Charges for dispatched
                        work done by USW where the trouble is found to be on the
                        end user's side of the NID or trouble is found to be in
                        RESELLER's portion of the network.

            (D)5.4.2    Other Trouble Isolation Charges may also be imposed by
                        USW on RESELLER for other internal repair work incurred
                        on behalf of RESELLER and later found to be in RESELLER
                        network components.

      (D)5.5      Inside Wire Maintenance

                  Except where specifically required by state or federal
                  regulatory mandates, USW will not perform any maintenance of
                  inside wire (premises wiring beyond the end users NID) for
                  RESELLER or its end users.

      (D)5.6      Testing/Test Requests/Coordinated Testing

            (D)5.6.1    USW will make the decision to test an end users line or
                        circuit. The test systems used by USW are finite, and
                        their capacity has been designed according to USW's
                        operating standards.


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                                                                          Part D
                                                        Miscellaneous Provisions

            (D)5.6.2    Although some types of trouble reports typically will
                        not require a test, USW usually runs certain standard
                        tests on each line on which trouble has been reported.

            (D)5.6.3    Prior to any test being conducted on a line, USW must
                        receive a trouble report from RESELLER.

            (D)5.6.4    USW end users are not given test results. On
                        manually-reported trouble USW will not provide to
                        RESELLER the test results for its trouble reports. For
                        electronicaIly-reported trouble, RESELLER may see
                        various basic test results.

      (D)5.7      Workcenter Interfaces

            (D)5.7.1    USW and RESELLER shall work cooperatively to develop
                        positive, close working relationships among
                        corresponding work centers involved in the trouble
                        resolution processes..

      (D)5.8      Misdirected Repair Calls

            (D)5.8.1    RESELLER shall inform its own end users where to report
                        their trouble conditions. Persons placing a misdirected
                        repair call will be advised to call their own telephone
                        service provider and will be provided the correct
                        telephone number for that purpose (this referral may
                        occur within a voice response system or other
                        interactive systems).

            (D)5.8.2    RESELLER and USW will employ the following procedures
                        for handling misdirected repair calls;

                  (D)5.8.2.1  RESELLER and USW will provide their respective end
                              users with the correct telephone numbers to call
                              for access to their respective repair bureaus.

                  (D)5.8.2.2  End users of RESELLER shall be instructed to
                              report all cases of trouble to RESELLER. End users
                              of USW shall be instructed to report all cases of
                              trouble to USW.

                  (D)5.8.2.3  To the extent the correct provider can be
                              determined, misdirected repair calls will be
                              referred to the proper provider of Basic Exchange
                              Telecommunications Service.

                  (D)5.8.2.4  RESELLER and USW will provide their respective
                              repair contact numbers to one another on a
                              reciprocal basis.

                  (D)5.8.2.5  In responding to repair calls, neither Party shall
                              make disparaging remarks about each other, nor
                              shall they use these repair calls as the basis for
                              internal referrals or to solicit end users to
                              market services.


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                                                                          Part D
                                                        Miscellaneous Provisions

                  (D)5.8.2.6  Performance targets for speed of repair call
                              answering will be the same as USW's performance
                              targets for its own end users.

      (D)5.9      Major Outages/Restoral/Notification

            (D)5.9.1    USW will notify RESELLER of major network outages as
                        soon as is practical. This notification will be via
                        e-mail to RESELLER's identified contact. With the minor
                        exception of certain proprietary information, USW will
                        utilize the same thresholds and processes for external
                        notification as it does for internal purposes. This
                        major outage information will be sent via E-mail on the
                        same frequency schedule as is provided internally within
                        USW. Service restoration will be non-discriminatory, and
                        will be accomplished as quickly as possible according to
                        USW and/or industry standards.

            (D)5.9.2    If desired, USW will meet with associated personnel from
                        RESELLER to share contact information and review USW's
                        outage restoral processes and notification processes.

            (D)5.9.3    USW's emergency restoration process operates on a 7X24
                        basis.

      (D)5.10     Proactive Maintenance

            (D)5.10.1   USW will perform scheduled maintenance equal in quality
                        to what it provides to itself.

            (D)5.10.2   USW will work cooperatively with RESELLER to develop
                        industry-wide processes to provide as much notice as
                        possible to RESELLER of pending maintenance activity.
                        Such process work will include establishment of
                        reasonable thresholds and notification standards.

      (D)5.11     Hours of Coverage

            (D)5.11.1   USW's repair operation is 7 days a week, 24 hours a day.
                        Not all functions or locations are covered with
                        scheduled employees on a 7X24 basis. Where such 7X24
                        coverage is not available USW's repair operations center
                        (always available 7X24) can call-out technicians or
                        other personnel required for the situation.

      (D)5.12     Escalations

            (D)5.12.1   USW will provide trouble escalation procedures to
                        RESELLER. Such procedures will be based on the processes
                        USW employs for its own end users. USW escalations are
                        manual processes.

            (D)5.12.2   USW repair escalations begin with calls to the up-front
                        trouble reporting centers.

      (D)5.13     Dispatch

            (D)5.13.1   USW will provide maintenance dispatch personnel on the
                        same schedule provided for its end users.


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                                                                          Part D
                                                        Miscellaneous Provisions

            (D)5.13.2   Upon receipt of a trouble report from RESELLER, USW will
                        do all that is reasonable and practical, according to
                        internal and industry standards, to resolve the repair
                        condition. USW will dispatch repair personnel, if
                        necessary, to repair the condition. It will be USW's
                        decision whether it is necessary to send a technician on
                        a dispatch. USW will make this dispatch decision based
                        on the best information available in the trouble
                        resolution process. Since it is not always necessary to
                        dispatch to resolve trouble; should RESELLER require a
                        dispatch when USW believes the dispatch is not
                        necessary, appropriate charges may be billed to RESELLER
                        for dispatch-related costs.

            (D)5.13.3   For non-designed resale services USW will not request
                        authorization from RESELLER prior to dispatch. For lines
                        supported by USW's designed services process, USW may
                        accept RESELLER authorization to dispatch. USW's
                        operational processes are regularly reviewed and may be
                        altered in the future. Should processes be changed,
                        RESELLER will be notified.

            (D)5.13.4   USW expects that RESELLER will have performed
                        appropriate trouble isolation and screening prior to
                        handing the trouble report off to USW.

      (D)5.14     Electronic Reporting

            (D)5.14.1   USW will accept repair reports from RESELLER through a
                        mechanized system (IMA).

            (D)5.14.2   USW will work cooperatively to develop repair reporting
                        via electronic bonding (other than IMA), based on
                        national standards.

      (D)5.15     Intervals

            (D)5.15.1   Similar trouble conditions, whether reported by USW end
                        users or on behalf of RESELLER end users, will receive
                        similar commitment intervals.

      (D)5.16     Jeopardy Management

            (D)5.16.1   Notification will be given as soon as USW is aware that
                        a trouble report interval is likely to be missed. This
                        process will be the same as that used by USW for its own
                        end users.

      (D)5.17     Trouble Screening

            (D)5.17.1   RESELLER shall screen and test its end user trouble
                        reports completely enough to insure that it sends USW
                        only trouble reports that involve USW facilities.


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                                                                          Part D
                                                        Miscellaneous Provisions

            (D)5.17.2   If desired, USW will cooperate with RESELLER to show
                        RESELLER how USW screens trouble conditions in its own
                        centers, so that RESELLER may employ similar techniques
                        in its centers.

      (D)5.18     Maintenance Standards

            (D)5.18.1   USW will cooperate with RESELLER to meet the maintenance
                        standards outlined in this Agreement.

            (D)5.18.2   For manually-reported trouble, USW will inform RESELLER
                        of repair completion as soon as practical after
                        completion. On electronically reported trouble reports
                        the electronic system will automatically update status
                        information, including trouble completion, across the
                        joint electronic gateway.

      (D)5.19     End User Interfaces

            (D)5.19.1   RESELLER will be responsible for all interactions with
                        its end users including service call handling and
                        notifying end users of trouble status and resolution.

            (D)5.19.2   All USW employees who perform repair service for
                        RESELLER end users will be trained in non-discriminatory
                        behavior.

      (D)5.20     Repair Call Handling

            (D)5.20.1   Manually-reported repair calls by RESELLER to USW will
                        be answered with the same quality and speed USW answers
                        calls from its own end users.

      (D)5.21     Single Point of Contact

            (D)5.21.1   USW will provide a single point of contact for RESELLER
                        to report maintenance issues and trouble reports via
                        electronic interfaces seven days a week, twenty-four
                        hours a day.

            (D)5.21.2   For manually-reported trouble reports, a single 7X24
                        trouble reporting telephone number will be provided to
                        RESELLER for each category of trouble situation
                        encountered.

      (D)5.22     Maintenance Windows

            (D)5.22.1   Generally, USW performs major switch maintenance
                        activities during off-hours time periods, during certain
                        "maintenance windows" in the early morning hours and/or
                        on weekends.

            (D)5.22.2   Generally, the maintenance window is from 10:00 PM to
                        6:00 AM Monday through Friday and from 10:00 PM Saturday
                        to 6:00 AM Monday.

            (D)5.22.3   Although USW attempts to perform major switch
                        maintenance at these times, on some occasions this will
                        not be possible.


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                                                                          Part D
                                                        Miscellaneous Provisions

(D)6. SERVICE PERFORMANCE

      (D)6.1      General Provisions

            (D)6.1.1    USW will provide reports of service indicators that will
                        assist in an evaluation of the service provided to
                        RESELLER.

            (D)6.1.2    In no instance shall this Agreement be construed to
                        require USW to provide superior levels of service to
                        RESELLER in comparison to the level of service USW
                        provides to itself or its own end users.

            (D)6.1.3    As further specified in this Section, USW will provide
                        results for the list of performance indicators
                        identified for the following Standard Service Groupings:
                        Resold Residential Plain Old Telephone Service (POTS);
                        Resold Business POTS; Resold ISDN; Resold Centrex
                        service; Resold PBX trunks, Resold Direct Inward Dialing
                        (DID) and Resold Digital Switched Service (DSS); Resold
                        DS-0, Resold DS-1, Resold DS-3.

            (D)6.1.4    As specified in this Section, USW will provide results
                        for the following types of Orders:

                        C = Change in existing service or billing number

                        D = total disconnect of service

                        F = From the outward service associated with a transfer
                        (To or "T") of service from one address to another

                        N = New connection for service

                        R = Record order; record change only. (For Resale
                        services, service migrations without changes for
                        non-designed services are record orders.)

                        T = To or transfer of service from one address to
                        another

                        X = USW initiated internal work order

      (D)6.2      Service Performance Indicators

                  The following Service Performance Indicators will be provided
                  to RESELLER when available and upon request, but no more
                  frequently than once per month subject to the provisions of
                  this Section. The requests for additional Service Performance
                  Indicators during the term of this Agreement shall be
                  considered by USW. However, USW is not required to provide
                  additional Service Performance Indicators during the term of
                  this Agreement. Service Performance Indicators characterized
                  as "Core" indicators measure most directly the service or
                  process outcome USW provides to RESELLER.

                  Performance Indicators characterized as "Diagnostic"
                  indicators are those that measure aspects of service quality
                  that support aspects measured by core indicators, that
                  represent sub-process outcomes, or that are otherwise
                  duplicative to some degree of aspects measured by "Core"
                  indicators.


                                                                       Page 54

<PAGE>


                                                                          Part D
                                                        Miscellaneous Provisions

            (D)6.2.1    Core Performance Indicators

                  (D)6.2.1.1  Gateway Availability Indicator

                        GA-1  Gateway Availability - via Human-to-Computer
                              Interface (percent).

                        GA-2  Gateway Availability - via Computer-to-Computer
                              Interface (percent).

                  (D)6.2.1.2  Pre-Ordering Indicators

                        PO-1  Pre-Order/Order Response times

                              A.    Appointment Scheduling (Due Date
                                    Reservation, where appointment is required)

                              B.    Feature Function and Service Availability
                                    Information

                              C.    Facility Availability

                              D.    Street Address Validation

                              E.    Customer Service Records

                              F.    Telephone Number

                  (D)6.2.1.3  Ordering and Provisioning Indicators

                        OP-1  Speed of Answer - Interconnect Provisioning Center
                              (average)

                        OP-2  Calls Answered within 20 Seconds - Interconnect
                              Provisioning Center (percent)

                        OP-3  Installation Commitments Met (percent)

                        OP-4  Installation Interval (average)

                        OP-5  Installation Trouble Reports (percent)l

                        OP-6  Delayed Days (average)

                  (D)6.2.1.4  Maintenance and Repair Indicators

                        MR-1  Speed of Answer - Interconnect Repair Center
                              (average)

                        MR-2  Percent Calls Answered Within 20 Seconds -
                              Interconnect Repair Center (percent)

                        MR-3  Out of Service Cleared Within 24 hours -
                              Non-Designed Repair Process (percent)

                        MR-4  All Troubles Cleared Within 48 hours -
                              Non-Designed Repair Process (percent)

                        MR-5  All Troubles Cleared Within 4 hours - Designed
                              Repair Process (percent)

                        MR-6  Mean Time to Restore - Non-Designed Repair Process
                              (average)

                        MR-7  Repair Repeat Report Rate (percent)

                        MR-8  Trouble Rate (percent)


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                                                                          Part D
                                                        Miscellaneous Provisions

                  (D)6.2.1.5  Billing Indicators

                        BI-1  Mean Time to Provide USW Recorded Usage Records
                              ((average)

                        BI-2  Mean Time to Deliver Invoices (average)BI-3
                              Billing Accuracy

                  (D)6.2.1.6 Emergency Services

                        ES-1  ALI Database Updates Completed Within 24 hours
                              (percent)

                        ES-2  911/E911 Emergency Services Trunk Installation
                              Interval (average)

                  (D)6.2.1.7  Directory Assistance

                        DA-1  Speed of Answer - Directory Assistance (average)

                        DA-2  Calls Answered Within Ten Seconds - Directory
                              Assistance (percent)

                       (D)6.2.1.8 Operator Services

                        OS-1  Speed of Answer - Operator Services (average)

                        OS-2  Calls Answered Within Ten Seconds - Operator
                              Services (percent)

            (D)6.2.2    Diagnostic Indicators

                        In addition to the performance indicators identified
                        above, USW will report the following indicators that do
                        not directly address nondiscrimination but may be useful
                        in diagnosing problems or improving service:

                  (D)6.2.2.1  Pre-Order/Ordering

                        DPO-1 Electronic Flow - Through of Local Service
                              Requests (LSRs) to the Service Order Processor
                              (percent)

                        DPO-2 LSR Rejection Notice Interval (average)

                        DPO-3 LSRs Rejection (percent)

                        DPO-4 Firm Order Confirmation (FOC) Interval (average)

                        DPO-5 Pre-Order/Order Response Times for USW Retail
                              Transactions (average)

                        DPO-6 Completion Notifications Transmitted Within 24
                              hours (percent)

                        DPO-7 Completion Notification Interval (average)

                  (D)6.2.2.2  Ordering and Provisioning

                        DOP-1 RESELLER or RESELLER's Customer - Caused
                              Installation Misses (percent)

                        DOP-2 Delayed Orders Completed equal to greater than 15
                              days past the Commitment Date (percent)


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                                                                          Part D
                                                        Miscellaneous Provisions

                        DOP-3 Delayed Orders Completed equal to or greater than
                              90 days past the Commitment Date (percent)

                        DOP-4 RESELLER or RESELLER's Customer-Caused Coordinated
                              Cutover Misses (percent)

                  (D)6.2.2.3  Maintenance and Repair

                        DMR-1 RESELLER or RESELLER's Customer-Caused Trouble
                              Reports (percent)

                  (D)6.2.2.4 Access to OSS Functions:

                        (GA-1) Gateway Availability Human-to-Computer Interface
                              (percent)

                        (GA-2) Gateway Availability Computer-to-Computer
                              Interface (percent)

                        (PO-1) Per-Order/Order Response Times (average)

                        (OP-1 and MR-1)Speed of Answer - Provisioning and Repair
                              Centers (average)

                        (OP-2 and MR-2) Calls Answered Within 20 Seconds
                              Provisioning and Repair Centers (percent)

                        (BI-1) Mean Time to Provide USW - Recorded Usage Records

                        (BI-2) Mean Time to Deliver Invoices

                        (131-3) Billing Accuracy

                  (D)6.2.2.5  Access to Emergency Services

                        (ES-1) ALI Database Updates Within 24 Hours (percent)

                        (ES-1) 911/E911 ES Trunk Installation Intervals
                              (average)

                  (D)6.2.2.6  Access to Directory Assistance and Operator
                              Services:

                        (DA-1 and OP-1) Speed of Answer (average)

                        (DA-2 and OS-2) Calls Answered Within 10 Seconds
                              (percent)

                  (D)6.2.2.7  Resale Services Ordering and Provisioning:

                        (OP-3) Installation Commitments Met (percent)

                        (OP-4) Installation Interval (average)

                        (OP-5) Installation Trouble Reports (percent)

                        (OP-6) Delayed Days (average)

                  (D)6.2.2.8  Resale Services Maintenance and Repair:

                        (MR-3) Out of Service Cleared Within 24 Hours -
                              Non-Designed Repair Process (percent)

                        (MR-4) All Troubles Cleared Within 48 Hours -
                              Non-Designed Repair Process (percent)

                        (MR-5) All Troubles Cleared Within 4 Hours - Designed
                              Repair Process (percent)

                        (MR-6) Mean Time to Restore (average)

                        (MR-6) Repair Repeated Report Rate (percent)

                        (MR-6) Trouble Rate (percent)


                                                                       Page 57


<PAGE>


                                                                          Part D
                                                        Miscellaneous Provisions

      (D)6.3      Service Quality Performance Results Reports

            (D)6.3.1    For Resale, USW will provide core service performance
                        results for the performance indicators listed above for
                        RESELLER, other Resellers in aggregate and USW end
                        users.

      (D)6.4      Performance Results Provided to Reseller

                  The performance results provided to RESELLER by USW shall be
                  consistent with the current version of the USW Service
                  Performance Indicator Description (PID).

      (D)6.5      The performance results provided under this Agreement are to
                  be used solely for the purposes set forth herein, and shall be
                  treated as "Proprietary Information" as provided in Section
                  (A)3.14 of this Agreement.

      (D)6.6      Service Performance - Reported Events

            (D)6.6.1    When applicable, USW will report service-related
                        performance results for all "events". An "event" is the
                        activity that generates the measurement.

            (D)6.6.2    The Parties will report RESELLER results referenced
                        above provided that RESELLER has ordered and is
                        utilizing the services reported;

            (D)6.6.3    USW will provide the reports on a calendar monthly
                        basis. These reports will be provided within forty-five
                        (45) calendar days of the close of the preceding month.

      (D)6.7      Self Executing Remedies

                  The purpose and focus of remedies provisions under this Resale
                  Agreement shall be to resolve significant differences in
                  service quality that have been identified through appropriate
                  comparisons of the service performance results reported for
                  the core performance indicators defined above. Self-executing
                  remedies are those actions, defined herein, that USW will
                  undertake in good faith and in cooperation with RESELLER to
                  respond to such differences immediately, without waiting for
                  determination of whether actual discrimination may exist.

            (D)6.7.1    For this purpose, significant differences shall be
                        considered to be those that are determined to be
                        statistically, operationally, and materially significant
                        in each of three (3) or more consecutive months and that
                        reflect a probability that inferior service was
                        apparently provided to RESELLER, based on the relevant
                        comparison of performance indicator results. Statistical
                        significance shall be determined as defined below.
                        Operational and material significance shall be
                        established by including for comparison only those
                        results that have (a) minimum sample sizes of 30 each,
                        and (b) a relevant comparison demonstrating a service
                        performance difference of a magnitude that can be
                        reasonably considered to have a perceptible effect on
                        end users or RESELLER operations.


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<PAGE>


                                                                          Part D
                                                        Miscellaneous Provisions

            (D)6.7.2    Determination of the statistical significance of any
                        difference in appropriately comparable results shall be
                        based on statistical testing for (1) differences in
                        means (where performance indicator results are reported
                        as averages) or (2) difference in proportions (where
                        performance indicator results are reported as
                        percentages), as follows:

                  (D)6.7.2.1  Determination of the significance of a difference
                              in mean values of each monthly service performance
                              indicator results shall be based on a
                              "permutation" test using what is commonly referred
                              to as a "Z" statistic and a maximum of 1,000
                              randomly selected permutations of the samples.
                              Where sample sizes exceed 600, the "Z" test using
                              the "modified Z statistic" may be used instead of
                              the permutation test. Where used, the modified Z
                              statistic will be based on the statistical
                              variance associated with USWs retail performance
                              results, where applicable, or on the variance
                              associated with RESELLER aggregate performance
                              results, where there are no retail performance
                              results.

                  (D)6.7.2.2  The significance of a difference in proportional
                              measurements shall be based on direct calculation
                              of the probability of the observed difference
                              using the binomial distribution with a pooled p
                              value.

                  (D)6.7.2.3  A difference in results by either test type (i.e.,
                              differences in means or differences in
                              proportions) will be deemed statistically
                              significant if the appropriate one tailed test
                              indicates, with 99 percent confidence, that the
                              performance indicator results being compared
                              appear to be from different populations of
                              performance. In other words, that service being
                              provided to RESELLER appears to be inferior to
                              that represented by the comparable results (such
                              as, results representing service provided to
                              Resellers; in aggregate or to USW retail).

            (D)6.7.3    For each case in which a significant difference as
                        defined above has occurred, USW shall:

                  (D)6.7.3.1  Immediately investigate to determine the cause(s)
                              of the difference and, where feasible, begin
                              good-faith efforts to resolve the difference;

                  (D)6.7.3.2  Within 45 days, provide to RESELLER a written
                              explanation of the result of the investigation as
                              to


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<PAGE>


                                                                          Part D
                                                        Miscellaneous Provisions

                              cause(s) and, as applicable, an action plan
                              describing (i) what has and will be done to
                              resolve the difference, (ii) what cooperative
                              actions and timelines on the part of RESELLER are
                              needed to facilitate or expedite resolution, and
                              (iii) listing key milestones for use by the
                              Parties in tracking progress;

                  (D)6.7.3.3  Offer and meet with designated RESELLER
                              representatives monthly to discuss progress on
                              resolving the difference(s);

                  (D)6.7.3.4  Escalate to vice president level any significant
                              difference that has or is not projected to be
                              resolved within three months of the difference
                              first being identified as significant as defined
                              above, with commitment at that level to direct due
                              diligence toward removing obstacles and expediting
                              resources where feasible and necessary to resolve
                              the difference as soon as possible.

            (D)6.7.4    If a statistically and operationally significant
                        difference has occurred in the trend results for any
                        particular performance indicator, the Parties shall
                        allow three (3) months to correct the difference in the
                        trend results. If the statistically, and operationally
                        significant difference in trend results is corrected
                        within the three (3) month time, no action, formal or
                        informal, shall be taken by either Party with respect to
                        that difference.

            (D)6.7.5    If the statistically and operationally significant
                        difference in trend results is not corrected within the
                        three (3) month time frame, the Dispute Resolution
                        provision of this Resale Agreement shall apply.

      (D)6.8      Delaying Events

            (D)6.8.1    A Party's failure to meet a requirement in this Section
                        of this Agreement shall not be included when that
                        failure is a result, directly or indirectly, of a
                        Delaying Event.

            (D)6.8.2    A "Delaying Event" means:

                  (D)6.8.2.1  Failure by either Party to perform any of its
                              obligations set forth in this Agreement,

                  (D)6.8.2.2  Any delay, act or failure to act by an end user,
                              agent or subcontractor of the other Party, or

                  (D)6.8.2.3  Any Force Majeure Event.

            (D)6.8.3    If a Delaying Event prevents either Party from
                        performing a measured activity, then such measured
                        activity shall be excluded from the performance
                        indicator(s).


                                                                       Page 60


<PAGE>


                                                                          Part D
                                                        Miscellaneous Provisions

      (D)6.9      Records Retention for Service Performance Indicators

                  USW shall maintain complete and accurate records, for the
                  specified review period of its performance under this
                  Agreement for each measured activity. USW shall provide such
                  records to RESELLER in a self-reporting format. Such records
                  shall be in the format kept in USW's ordinary course of
                  business. The Parties agree that such records shall be deemed
                  "Confidential Information."

      (D)6.10     Joint Defense and Advocacy

                  The Parties shall jointly and separately advocate and defend
                  the sufficiency of this Agreement in addressing the
                  nondiscrimination requirements of the Act and wholesale
                  services performance measurements reporting rights, remedies
                  and related terms and conditions in any forum in which its
                  sufficiency might be challenged.

      (D)6.11     Cost Recovery

                  Each Party reserves the right to recover the costs associated
                  with the creation of the above measures, indicators, and
                  reports through a future proceeding before a regulatory body.
                  Such a proceeding may address a wide range of implementation
                  costs not otherwise recovered through charges established
                  herein.














                                                                       Page 61


<PAGE>


                                                                          Part E
                                                                Washington Rates

                            PART E - WASHINGTON RATES

                   LOCAL EXCHANGE SERVICES RESALE OF SERVICES

The Parties agree the following charges apply to the Resale of Local Services:

1.    Nonrecurring Charges.

      a.    Customer Transfer Charge (CTC): The following nonrecurring charges
            apply when converting a USW account to a RESELLER account or when
            changing an end user from one reseller to another.

<TABLE>
<CAPTION>
CATEGORY OF SERVICE                                       NONRECURRING CHARGE
-------------------                                       -------------------
<S>                                                       <C>
Residence or Business Mechanized
          First Line                                               $14.56
          Each Additional Line                                     $ 6.57
Residence or Business Manual
          First Line                                               $27.52
          Each Additional Line                                     $ 7.12
Private Line Transport
          First Circuit                                            $45.08
          Additional Circuits, Same CSR                            $31.19
Advanced Communications Services, Per circuit                      $50.48

</TABLE>

      b.    Product Specific Nonrecurring Charge: As set forth in USW tariffs,
            the product specific nonrecurring charges, without discount, will
            apply when additional, lines or trunks are added or when the end
            user adds features or services to existing lines or trunks.

2.    Except as qualified below, all USW telecommunications services, including
      IntraLATA Toll, shall be available for resale at a 16% discount.

      a.    The following services are not available for resale:

                  -     Customer Premises Equipment (separately or in a package)

                  -     Deregulated Services (Inside Wire, including
                        installation, sale or maintenance)

                  -     Promotions equal to or less than 90 days

                  -     USW Calling Card

                  -     Enhanced Services

                  -     Concession Service

      b.    The following services are available only to the same class of
            customer eligible to purchase that service from USW:

                  -     Grandfathered

                  -     Residence

                  -     Lifeline/Link-up


                                                                       Page 62


<PAGE>


                                                                          Part E
                                                                Washington Rates

      c.    The following services are available for resale under this Agreement
            but are not included in the wholesale pricing reflected above:

                  -     Private Line Used For Special Access

      d.    Telecommunications services offered by USW at a volume discount are
            available at the lower of the 16% discount off the retail rate or at
            the undiscounted volume discount.

3.    Daily Usage Record File: Recurring Charge - $.0011 per record.

<PAGE>

                                                                          Part F
                                                                       Signature

                               PART F - SIGNATURE

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and
supersedes all prior oral or written agreements, representations, statements,
negotiations, understandings, proposals and undertakings with respect to the
subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.

essential.com, inc.                         U S WEST Communications, Inc.

/s/ Akhil Garland                           /s/Katherine L. Fleming
-----------------------------------         -----------------------------------
Signature                                   Signature

Akhil Garland                               Katherine L. Fleming
-----------------------------------         -----------------------------------
Name Printed/Typed                          Name Printed/Typed

CEO                                         Vice President - Interconnection
-----------------------------------         -----------------------------------
Title                                       Title

11-18-99                                    11-19-99
-----------------------------------         -----------------------------------
Date                                        Date



                                                                       Page 63