<PAGE>


                                     RESALE
                                    AGREEMENT

                                     BETWEEN

                          U S WEST COMMUNICATIONS, INC.

                                       AND

                                  ESSENTIAL.COM

                                       FOR

                                     OREGON













                                                                        Page i


<PAGE>


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
<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


                                                                        Page ii


<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 - OREGON RATES ......................................................  62

PART F - SIGNATURE .........................................................  63
</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 Oregon 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 Oregon Public Utility
                  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 Public Utility Commission(s) in the
                  state of Oregon.

      (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 users 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 USW's 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 USK 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 USW, 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 nonuse 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 version or edition (including any
                  amendments, supplements, addenda, or


                                                                        Page 18


<PAGE>

                                                                          Part A
                                                                   General Terms

                  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 USW.   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
                  Oregon Docket No. OR ARB-10, "In the Matter of Sprint
                  Communications Company L.P. are interim rates incorporated
                  from OR ARB 3, "In the Matter of the Petition of AT&T
                  Communications of the Pacific Northwest, for Arbitration of
                  the Interconnection Rates, Terms and Pursuant to 47 U.S.C.
                  Sec. 252(b) of the Telecommunications Act of 1996", (the
                  "Sprint/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 Sprint/AT&T rates or the
                  services in the Sprint/AT&T Arbitration are changed by any
                  negotiations, appeal, stay,


                                                                        Page 25
<PAGE>

                                                                          Part B
                                                                          Resale

                  injunction, settlement, or similar proceeding with respect to
                  Sprint/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
                  Sprint/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 Sprint/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 Sprint/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
                  Sprint/AT&T rate shall be subject to true-up to the changed
                  rates for the period of time the Sprint/AT&T rate was in
                  effect. Notwithstanding the above, no true-up of either the
                  Standard Rate or the Sprint/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 USW's
                  designated Local


                                                                        Page 26
<PAGE>


                                                                          Part B
                                                                          Resale

                  Service Request (LSR) format which may include the LSR, end
                  user and 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 USWs 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)1. 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
                              Pre-Order 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.


                                                                        Page 33
<PAGE>


                                                                          Part D
                                                        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 USW.

                              (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.


                                                                     Page 34
<PAGE>


                                                                          Part D
                                                        Miscellaneous Provisions

                              (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


                                                                     Page 35
<PAGE>


                                                                          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.


                                                                     Page 36
<PAGE>

                                                                          Part D
                                                        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


                                                                         Page 37
<PAGE>

                                                                          Part D
                                                        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.


                                                                         Page 38
<PAGE>

                                                                          Part D
                                                        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


                                                                         Page 39
<PAGE>

                                                                          Part D
                                                        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


                                                                        Page 40
<PAGE>

                                                                          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.


                                                                        Page 41
<PAGE>

                                                                          Part D
                                                        Miscellaneous Provisions

      (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 "recorded" by the network switches.
                              This file will be transmitted Monday through
                              Friday, excluding USW holidays. This information
                              is a file of unrated USW originated usage messages
                              and rated RESELLER originated usage messages. It
                              is provided in Alliance for Telecommunication
                              Industry Solution (ATIS) standard


                                                                        Page 42
<PAGE>

                                                                          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


                                                                     Page 43
<PAGE>

                                                                          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.


                                                                     Page 44
<PAGE>

                                                                          Part D
                                                        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.


                                                                     Page 45
<PAGE>

                                                                          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;


                                                                     Page 46
<PAGE>

                                                                          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.


                                                                     Page 47
<PAGE>

                                                                          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


                                                                     Page 48
<PAGE>

                                                                          Part D
                                                        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 USWs
                        operating standards.


                                                                        Page 49
<PAGE>

                                                                          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
                        electronically-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.


                                                                        Page 50
<PAGE>

                                                                          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 nondiscriminatory, 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.


                                                                        Page 51
<PAGE>

                                                                          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.


                                                                     Page 52
<PAGE>

                                                                          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.


                                                                     Page 53
<PAGE>

                                                                          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)


                                                                        Page 55
<PAGE>

                                                                          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)


                                                                        Page 56
<PAGE>

                                                                          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

                        (B1-3) 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.


                                                                        Page 58
<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 USW's 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


                                                                        Page 59
<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
                                                                    Oregon Rates

                              PART E - OREGON 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
      lntraLATA Toll, shall be available for resale at a 22% discount.

      a.    The following services are not available for resale:

                  -     Customer Premises Equipment (separately or in a package)

                  -     Promotions equal to or less than 90 days

                  -     USW Calling Card

                  -     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

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

                  - Public Access Lines

                  - Private Line Used For Special Access

      d.    Telecommunications services offered by USW at a volume discount are
            available at an 11 % discount.

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


                                                                       Page 62
<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/ E. J. Stamp for
-----------------------------------      -------------------------------------
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